DEF 14A
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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:

 

  Preliminary Proxy Statement
  Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
  Definitive Proxy Statement
  Definitive Additional Materials
  Soliciting Material Under Rule 240.14a-12

NEWELL BRANDS INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

 

  No fee required.
  Fee paid previously with preliminary materials.
  Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

 

 


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LOGO                                                

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held On May 5, 2022

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 5, 2022, at 9:00 a.m., Eastern Time (the “Annual Meeting”) at the Hyatt Centric Buckhead Atlanta, 3301 Lenox Square Parkway NE, Atlanta, GA 30326. We anticipate that the meeting will be held in-person. However, due to the unpredictable nature of the ongoing coronavirus pandemic (“COVID-19) and its social distancing requirements, we may pivot to a virtual meeting format via live audio webcast if the conditions at the time of the Annual Meeting are not conducive to meeting in person from a health and safety perspective. We will continue to monitor the situation over the next few months and provide updates on our investor relations website (ir.newellbrands.com).

At the Annual Meeting, you will be asked to:

 

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Elect ten directors of the Company nominated by the Board of Directors;

 

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Ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022;

 

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Vote on an advisory resolution to approve named executive officer compensation;

 

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Approve the Newell Brands Inc. 2022 Incentive Plan;

 

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Vote on a stockholder proposal described in the attached Proxy Statement, if properly presented at the meeting; and

 

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Transact such other business as may properly come before the Annual Meeting and any adjournment or postponement of the Annual Meeting.

Only stockholders of record at the close of business on March 9, 2022 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.


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We appreciate your continued confidence in our Company and look forward to having you join us at 9:00 a.m. on May 5, 2022.

 

By Order of the Board of Directors,

LOGO

 

Bradford Turner

Chief Legal and Administrative Officer and Corporate Secretary

March 23, 2022

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on May 5, 2022

The Company’s Proxy Statement and 2021 Annual Report to Stockholders are available at

WWW.PROXYVOTE.COM


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Section

   Page  
          

Ø   Questions and Answers About Voting at the Annual Meeting and Related Matters

     1  

Ø   Proxy Statement Summary

     7  

Ø   Proposal 1 – Election of Directors

     11  

Ø   Information Regarding Board of Directors, Committees and Corporate Governance

     19  

Ø   Certain Relationships and Related Transactions

     29  

Ø   Compensation Committee Interlocks and Insider Participation

     31  

Ø   Compensation and Human Capital Committee Report

     32  

Ø   Executive Compensation

     33  

Ø   Equity Compensation Plan Information

     86  

Ø   Certain Beneficial Owners

     89  

Ø   Audit Committee Report

     92  

Ø   Proposal 2 – Ratification of Appointment of Independent Registered Public Accounting Firm

     93  

Ø   Proposal 3 – Advisory Resolution to Approve Named Executive Officer Compensation

     94  

Ø   Proposal 4 – Approval of the Newell Brands Inc. 2022 Incentive Plan

     95  

Ø   Proposal 5 – Stockholder Proposal to Amend the Stockholders’ Right to Call a Special Meeting

     106  

Ø   Other Business

     109  

Ø   Appendix A – Non-GAAP Financial Measures

     A-1  

Ø   Appendix B – Newell Brands Inc. 2022 Incentive Plan

     B-1  
          

 


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NEWELL BRANDS INC.

6655 Peachtree Dunwoody Road, Atlanta, Georgia 30328

 

 

PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 5, 2022

You are receiving this Proxy Statement (the “Proxy Statement”) and proxy card in connection with the 2022 annual meeting of stockholders (the “Annual Meeting”) of Newell Brands Inc. (“Newell” or the “Company”) to be held in an in-person meeting format, at 9:00 a.m., Eastern Time, on May 5, 2022 at Hyatt Centric Buckhead Atlanta, 3301 Lenox Square Parkway NE, Atlanta, GA 30326.

Proxy materials or a Notice of Internet Availability of Proxy Materials (the “Notice”) are being first released or mailed to stockholders on or about March 23, 2022. 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 9, 2022 are entitled to notice of and to vote at the Annual Meeting. On the record date, approximately 415,806,114 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 or bank

 

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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, the advisory vote on named executive officer compensation, the approval of the Newell Brands Inc. 2022 Incentive Plan (the “2022 Incentive Plan”) and the stockholder proposal. For the approval of named executive officer compensation, the approval of the 2022 Incentive Plan and the stockholder proposal, if you do not provide your broker or bank with voting instructions, your shares of common stock will not be considered entitled to vote at the Annual Meeting for purposes of 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?

 

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Election of Directors. Each director receiving a majority of votes cast with respect to that director’s election (number of shares voted “for” a director must exceed the number of votes cast “against” that director) will be elected as a director. Broker non-votes, shares not present, shares not voting and shares voting “abstain” will have no effect on the election of directors.

 

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Ratification of the Appointment of PricewaterhouseCoopers LLP, Approval of Named Executive Officer Compensation, Approval of the 2022 Incentive Plan, the Stockholder Proposal and Approval of Any Other Proposals. The vote required for the ratification of the appointment of PricewaterhouseCoopers LLP, the approval of named executive officer compensation in the advisory vote, the approval of the 2022 Incentive Plan, the stockholder proposal and the approval of any other proposal that may properly come before the Annual Meeting or any adjournment or postponement of the meeting is the affirmative vote of a majority of the shares of common stock present in person or by proxy and entitled to vote at the Annual Meeting. With respect to the proposal, you may vote in favor of or against the item or you may abstain from voting. Any proxy marked “abstain” with respect to the proposal will have the effect of a vote against the proposal. Broker non-votes will have no effect on the approval of named executive officer compensation, approval of the 2022 Incentive Plan and the stockholder proposal and shares not present will have no effect on any of these proposals.

How do I vote my shares?

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

 

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Voting by Mail. All stockholders of record can vote by written proxy card. If you are a stockholder of record and receive a Notice, you may request a written proxy card by following the instructions included in the Notice. Your shares will be voted in accordance with the instructions on your proxy card. If you sign your proxy card and return it without marking any voting instructions, your shares will be voted FOR the election of all director nominees recommended by the Board, FOR the ratification of the appointment of PricewaterhouseCoopers LLP, FOR the advisory resolution to approve named executive officer compensation, FOR the approval of the 2022 Incentive Plan, AGAINST the stockholder proposal to amend the stockholder right to call a special meeting, and in the discretion of the persons named as proxies on all other matters that may properly come before the Annual Meeting or any adjournment or postponement of the meeting.

 

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Voting by Internet. You also may vote through the Internet by signing on to the website identified on the Notice and following the procedures described on the website. Internet voting is available 24 hours a day, and the procedures are designed to authenticate votes cast by using a personal identification number located on the Notice. The procedures permit you to give a proxy to vote your shares and to confirm that your instructions have been properly recorded. If you vote by Internet, you should not return a proxy card.

 

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Voting by Telephone. You may vote your shares by telephone by calling the toll-free telephone number provided on the proxy card, which can be viewed online by following the instructions in the Notice, or you may request a written proxy card by following the instructions included in the Notice. Telephone voting is available 24 hours a day, and the procedures are designed to authenticate votes cast by using a personal identification number located on the Notice. The procedures permit you to give a proxy to vote your shares and to confirm that your instructions have been properly recorded. If you vote by telephone, you should not return a proxy card.

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 Time on May 2, 2022, 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:

 

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Submitting a later-dated proxy by mail.

 

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Mailing a written notice to the Corporate Secretary of the Company. You must send any written notice of a revocation of a proxy so that it is received before the taking of the vote at the Annual Meeting to:

Newell Brands Inc.

6655 Peachtree Dunwoody Road

Atlanta, GA 30328

Attention: Corporate Secretary

 

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Attending the Annual Meeting and voting in person. Your attendance at the Annual Meeting will not in and of itself revoke your proxy. You must also vote your shares at the Annual Meeting. If your shares are held in “street name” by a bank, broker or other record holder, you must obtain a proxy, executed in your favor, from the record holder to be able to vote at the Annual Meeting.

 

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

Morrow Sodali LLC

470 West Avenue

3rd Floor

Stamford, CT 06902

Phone Number: 1-800-662-5200

Email: NWL.info@investor.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 approximately $12,000 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.

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 as recommended by the Board.

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

 

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FOR” all of the director nominees listed under the caption “PROPOSAL 1—ELECTION OF DIRECTORS” beginning on page 11;

 

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FOR” the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022, as described under the caption “PROPOSAL 2—RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM” beginning on page 93;

 

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FOR” the approval of the advisory resolution on named executive officer compensation, as described under the caption “PROPOSAL 3—ADVISORY RESOLUTION TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION” beginning on page 94;

 

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FOR” the approval of the 2022 Incentive Plan, as described under the caption “PROPOSAL 4—APPROVAL OF THE NEWELL BRANDS INC. 2022 INCENTIVE PLAN beginning on page 95; and

 

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AGAINST” the stockholder proposal, as described under the caption “PROPOSAL 5– STOCKHOLDER PROPOSAL TO AMEND THE STOCKHOLDER RIGHT TO REQUEST A SPECIAL MEETING OF STOCKHOLDERSbeginning on page 106.

How do I submit a stockholder proposal for the 2023 annual meeting?

To be considered for inclusion in next year’s proxy materials, stockholder proposals to be presented at the Company’s 2023 annual meeting of stockholders must be in writing and be received by the Company no later than November 26, 2022. At the 2023 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 4, 2023.

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 2023 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 4, 2023. 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 2023 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 4, 2023. 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 5, 2023 and no later than February 4, 2023. 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.

In addition to satisfying the requirements under our by-laws, if a stockholder intends to comply with the SEC’s universal proxy rules and to solicit proxies in support of director nominees other than the Company’s nominees, the stockholder must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act, which notice must be postmarked or transmitted electronically to us at our principal executive offices no later than 60 calendar days prior to the one-year anniversary date of the Annual Meeting (for the 2023 Annual Meeting of Stockholders, no later than March 6, 2023). If the date of the 2023 Annual Meeting is changed by more than 30 calendar days from such anniversary date, however, then the stockholder must provide notice by the later of 60 calendar days prior to the date of the 2023 Annual Meeting and the 10th calendar day following the date on which public announcement of the date of the 2023 Annual Meeting is first made.

How do I provide a notice of my intention to present proposals and director nominations at the 2023 annual meeting?

Notices of intention to present proposals and director nominations at the 2023 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 2021 annual report on Form 10-K?

A copy of the Company’s 2021 annual report on Form 10-K (including the financial statements and financial statement schedules) (the “Form 10-K”), 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, as amended (the “Exchange Act”), only one copy of the Notice, proxy materials or 2021 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 2021 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 2021 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 2021 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. for the 2022 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 2021 Annual Report before you vote.

This Proxy Statement is intended to be made available to you on or about March 23, 2022.

2022 ANNUAL MEETING OF STOCKHOLDERS

 

 

 

 

 

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AGENDA ITEMS

 

 

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CORPORATE GOVERNANCE HIGHLIGHTS

 

 

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2022 BOARD COMPOSITION SNAPSHOT

The graphics below reflect the diversity and tenure of the directors standing for election at the Annual Meeting.

 

 

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STOCKHOLDER ENGAGEMENT

We value the views of our stockholders and 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.

At the 2021 Annual Meeting of Stockholders, the advisory resolution to approve the compensation of the Company’s named executive officers (“Say on Pay Proposal”) was approved by approximately 90% of votes cast, including abstentions. The Compensation and Human Capital Committee considered this level of approval to indicate the support of a substantial majority of the Company’s stockholders.

At the 2021 Annual Meeting of Stockholders, three of our directors received lower support for re-election than in past years. We believe this was related to concerns that some investors and proxy advisors had related to Audit Committee oversight and material weaknesses in internal control over financial reporting in past years. Since June 30, 2021, all material weaknesses in internal control over financial reporting have been fully remediated, and, as reported in our Form 10-K, the internal controls over financial

 

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reporting have been deemed effective. During 2021, we conducted outreach with the Company’s top institutional investors representing approximately 50% of our shares outstanding to provide context and updates regarding the remediation of material weaknesses in internal control over financial reporting and Audit Committee oversight of remediation.

In Fall 2021, our outreach with institutional investors representing approximately 51% of our shares outstanding also enabled us to get feedback on executive compensation, corporate governance and sustainability matters. Our outreach on sustainability matters helped inform some of the initiatives described in our 2021 Corporate Citizenship Report. The feedback received from our stockholders was summarized and shared with senior management and the Board, and where applicable, incorporated in our disclosures.

 

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COMPENSATION HIGHLIGHTS

(See page 33 for our Compensation Discussion and Analysis (“CD&A”) under the section titled “Executive Compensation”)

 

 

 

 

In 2021, Newell Brands delivered strong financial results, improved operating efficiency amidst

challenging macroeconomic conditions and strengthened its diverse executive leadership team.

Ø    The Company continued executing a turnaround plan focused on improving sales, paying down debt, reducing complexity, enhancing its digital strategy, strengthening the portfolio and building a strong management team and winning culture

Ø    Over the past year, the Company hired a CEO of International, President of eCommerce and Digital and a new Chief Accounting Officer, completing its refreshment of the executive management team

Ø    As of March 1, 2022, 5 of 12 or 42% of the Company’s executive officers self-identified as women or ethnic minorities

 

 

 

 

 

 

 

The Company Emphasizes Pay for Performance.

Ø    Approximately 73% of the CEO’s annualized target total direct compensation was performance-based, inclusive of stock options, and 67% of the annualized target total direct compensation for 2021 of the other named executive officers (on average) was performance-based.

Ø    Based on achievement against adjusted earnings per share, annual core sales growth and adjusted operating cash flow targets as well as operational efficiency targets, the Management Bonus Plan for 2021 paid out at 125.1% for Messrs. Saligram, Peterson and Turner, 158.3% for Ms. Hurd, and 101.0% for Mr. Geller.

Ø    In 2021, 80% of named executive officer annual equity awards were performance-based with a mix of 50% performance-based RSUs and 30% stock options.

Ø    Performance-based restricted stock units granted to Messrs. Peterson and Turner and Ms. Hurd in 2019 paid out at approximately 155% based on strong performance through the conclusion of their vesting period in February 2022.

 

 

 

 

 

 

 

The Company Continued to Encourage Stockholder Alignment and Long-Term Performance.

Ø    In 2021, the Company included core sales growth and free cash flow as the metrics for the performance-based awards under the Company’s Long-Term Incentive Plan, with relative TSR as a performance modifier.

Ø    The Company maintains stock ownership and shareholding guidelines for its executive officers and non-employee directors to encourage alignment.

 

 

 

 

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PROPOSAL 1—ELECTION OF DIRECTORS

ELECTION OF DIRECTORS

The Board has selected the following ten 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.

Proxies will be voted, unless otherwise indicated, FOR the election of all of the ten 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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Director Since 2018

Age 61

•  Compensation and Human Capital Committee

•  Nominating/
Governance Committee (Chair)

 

 

 Bridget Ryan Berman

 

•  2018 – Present: Managing Partner of Ryan Berman Advisory, LLC, a consumer and investment advisory firm

 

•  2016 – 2018: Chief Experience and Strategy Officer at ENJOY Technology, Inc., a provider of personal delivery, set-up and training for consumer technology products

 

•  During 2016: Management Consultant at Google Inc., a multinational technology company and subsidiary of Alphabet Inc.

 

•  2011 to 2016: Chief Executive Officer of Victoria’s Secret Direct, LLC

 

•  2008 – 2011: Management Consultant for various retail brands, consulting on business strategy, merchandising, marketing and organizational development

 

•  2006 – 2007: Chief Executive Officer of the Giorgio Armani Corporation, a U.S. subsidiary of Giorgio Armani S.p.A.

 

•  2004 – 2005: Vice President and Chief Operating Officer of Retail Stores for Apple Computer, Inc.

 

•  1992 – 2004: Served in a variety of positions, including Group President, Global Retail, at Polo Ralph Lauren Corporation

 

Current Board Appointments: Tanger Factory Outlet Centers, Inc., Asbury Automotive Group, Inc., and Tegra Global

 

Former Board Appointments: J. Crew Group, Inc. and BH Cosmetics, Inc.

 

Director Qualifications:

Ms. Ryan Berman is a seasoned brand and e-commerce executive with over 35 years of experience in retail, and as a senior level executive has helped oversee the strategies and operations of some of the leading brands in the world.

 

 

 

 

 

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Independent

Chairperson of the Board Since 2018

Age 69

  

 

Patrick D. Campbell

 

•  2011 – Present: Retired Senior Vice President and Chief Financial Officer of 3M Company

 

•  2002 – 2011: Senior Vice President and Chief Financial Officer of 3M Company

 

•  1977 – 2002: Vice President of International and Europe as well as various finance roles at General Motors Corporation

 

Current Board Appointments: Stanley Black & Decker, Inc., SPX FLOW, Inc., and Herc Holdings Inc.

 

Former Board Appointments: SPX Corporation and Solera Holdings, Inc.

 

Mr. Campbell was nominated to the Board in 2018 and serves as Chairperson pursuant to the Director Appointment and Nomination Agreement (the “Nomination Agreement”) entered into with Mr. Carl C. lcahn described under “Certain Relationships and Related Transactions.”

 

Director Qualifications:

Mr. Campbell’s knowledge of financial and accounting matters, company capitalization structures and capital markets gained through his tenures at General Motors and 3M Company provide him with insight into a variety of issues applicable to the Company. In addition, he was also responsible for mergers and acquisitions as well as information technology in his role at 3M Company, and provides significant expertise in each of those areas.

 

 

 

 

 

 

 

 

 

 

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Director Since 2018

Age 68

•  Compensation and Human Capital Committee (Chair)

•  Nominating/
Governance Committee

  

 

James R. Craigie

 

•  May 2019 – Present: Retired Chief Executive Officer and Director of Church & Dwight Co., Inc. (“Church & Dwight”), a household products manufacturing company

 

•  2016 – May 2019: Retired Chief Executive Officer and Non-Executive Chairman of Church & Dwight

 

•  2007 – 2016: Chairman and Chief Executive Officer of Church & Dwight

 

•  2004 – 2007: President and Chief Executive Officer of Church & Dwight

 

•  1998 – 2003: President and Chief Executive Officer and a member of the board of directors of Spalding Sports Worldwide, and its successor, Top-Flite Golf Co.

 

•  Prior to 1998: Various senior management positions with Kraft Foods, Inc., and six (6) years’ service as an officer in the U.S. Navy

 

Current Board Appointments: Church & Dwight, Bloomin’ Brands, Inc.

 

Former Board Appointments: Meredith Corporation, TerraVia Holdings Inc. (previously called Solazyme, Inc.), World Kitchens LLC, and Nielsen Media Research, Inc.

 

Director Qualifications:

Mr. Craigie is a recognized leader in consumer brands with deep brand building experience and a long track record of value creation during his tenure as Chief Executive Officer of Church & Dwight.

 

 

 

 

 

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LOGO

 

Director Since 2018

Age 42

•  Compensation
and Human
Capital Committee

•  Nominating/ Governance Committee

  

 

Brett M. lcahn

 

•  October 2020 – Present: Portfolio Manager and member of the Board of Directors of lcahn Capital LP, a subsidiary of lcahn Enterprises L.P. (“IELP”), a diversified holding company engaged in a variety of businesses, including investment, automotive, energy, food packaging, metals, mining, real estate and home fashion

 

•  2017 – 2020: Consultant for IELP where he exclusively provided investment advice to Mr. Carl C. lcahn with respect to the investment strategy for lcahn Enterprises’ Investment segment and with respect to capital allocation across lcahn Enterprises’ various operating subsidiaries

 

•  2010 – 2017: Portfolio Manager of the Sargon Portfolio for lcahn Capital LP, the entity through which Mr. Carl C. lcahn manages investment funds

 

•  2002 – 2010: Investment analyst for lcahn Capital LP and a variety of investment advisory roles for Mr. Carl C. lcahn

 

Current Board Appointments: lcahn Capital, LP and Bausch Health Companies, Inc.

 

Former Board Appointments: Nuance Communications, Inc., American Railcar Industries, Inc., Cadus Corporation, Take-Two Interactive Software Inc., The Hain Celestial Group, Inc. and Voltari Corporation

 

Mr. Brett lcahn was nominated to the Board in 2018 in connection with the Nomination Agreement entered into with Mr. Carl C. lcahn described under “Certain Relationships and Related Transactions.”

 

Director Qualifications:

Mr. Brett lcahn’s experience at the lcahn entities, his multiple public company directorships and his tenure as a Portfolio Manager provide the Board with expertise in investing and capital allocation.

 

 

 

 

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LOGO

 

Director Since 2020

Age 45

•  Audit Committee

•  Finance
Committee

  

 

Jay L. Johnson

 

•  October 2019 – Present: Chief Financial Officer, Executive Vice President and Treasurer of Lamar Advertising Company, a leading outdoor advertising company

 

•  March 2018 – August 2019: Executive Vice President and Chief Financial Officer of DiamondRock Hospitality Company, a self-advised real estate investment trust with a portfolio of hotels and resorts

 

•  April 2015 – March 2018: Senior Vice President and Treasurer of Host Hotels & Resorts, Inc. (“HHRI”), a major lodging real estate investment trust and owner of luxury hotels

 

•  July 2010 – April 2015: Various roles within HHRI’s corporate finance and treasury group

 

•  Prior to 2010: Various positions at KeyBank Real Estate Capital, Bank of America, Deloitte & Touche LLP and Prudential Securities

 

Director Qualifications:

Mr. Johnson brings a comprehensive set of experiences from the advertising, real estate and financial services sectors along with investment acumen and financial expertise to the Board.

 

 

 

 

 

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LOGO

 

Director Since 2018

Age 62

•  Audit Committee

•  Finance
Committee

  

 

Gerardo I. Lopez

 

•  October 2021 – Present: Executive-in-Residence at Softbank Investment Advisers (“SBIA”), a subsidiary of Japanese multinational conglomerate Softbank Group Corp.

 

•  December 2018 – October 2021: Operating Partner and Head of Operating Group at SBIA

 

•  2017 – 2018: Operating Partner at High Bluff Capital, a private investment firm focused on consumer facing companies

 

•  2015 – 2017: President and Chief Executive Officer of Extended Stay America, Inc. and ESH Hospitality, Inc., the largest integrated owner/operator of company-branded hotels in North America

 

•  2009 – 2015: President and Chief Executive Officer of AMC Entertainment Holdings, Inc . (“AMC”)

 

•  2004 – 2009: Executive Vice President of Starbucks Corporation and President of its Global Consumer Products, Seattle’s Best Coffee and Foodservice divisions

 

•  2001 – 2004: President of the HandIeman Entertainment Resources division of Handleman Company

 

Current Board Appointments: CBRE Group, Inc., and Realty Income Corp.

 

Former Board Appointments: Brinker International, Inc., TXU Corp. (n/k/a Energy Future Holdings Corp.), National CineMedia, Inc., Extended Stay America, Inc., ESH Hospitality, Inc., REI, Inc., AMC, and Safeco Insurance

 

Director Qualifications:

Mr. Lopez has over three (3) decades of experience in consumer-focused industries. In addition, he has overseen a variety of corporate transformations and brings significant expertise in that area.

 

 

 

 

 

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LOGO

 

Director Since 2018

Age 45

•  Audit Committee

•  Finance
Committee (Chair)

  

 

Courtney R. Mather

 

•  February 2022 – Present: Chief Executive Officer and Chief Investment Officer of Vision One, an investment fund

 

•  April 2014 – March 2020: Portfolio Manager/Managing Director of lcahn Capital, the entity through which Mr. Carl C. lcahn manages investment funds

 

•  1998 – 2012: Various investment roles of increasing responsibility at Goldman Sachs & Co., including as Managing Director responsible for Private Distressed Trading and Investing

 

Current Board Appointments: Caesar’s Entertainment Corporation

 

Former Board Appointments: American Railcar Industries, Inc., Cheniere Energy Inc., Conduent Inc., CVR Refining, LP, CVR Energy, Inc., Federal-Mogul Holdings Corporation, Ferrous Resources Ltd., Freeport-McMoRan Inc., Herc Holdings Inc., and Viskase Companies Inc.

 

Mr. Mather was nominated to the Board in 2018 in connection with the Nomination Agreement entered into with Mr. Carl C. Icahn described under “Certain Relationships and Related Transactions.”

 

Director Qualifications:

Mr. Mather holds the Chartered Alternative Investment Analyst, Chartered Financial Analyst and Certified Financial Risk Manager designations. Through his tenure at lcahn Capital and Goldman Sachs & Co., Mr. Mather gained detailed knowledge of accounting and financial analysis, corporate strategy, risk governance, company capitalization structures and the capital markets. Additionally, Mr. Mather’s experience on public company boards in a variety of industries provides him with a broad understanding of the responsibilities of public company boards, governance matters and public relations issues applicable to public companies.

 

 

 

 

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LOGO

 

Director Since 2019

Age 65

  

 

Ravichandra K. Saligram

 

•  October 2019 Present: President and Chief Executive Officer of the Company and a member of the Company’s Board of Directors

 

•  July 2014 July 2019: Chief Executive Officer and Director of Ritchie Bros. Auctioneers Incorporated, the world’s largest onsite/online industrial equipment auctioneer

 

•  November 2010 – November 2013: Chief Executive Officer, President, and a member of the Board of Directors of OfficeMax Inc., where he oversaw the historic 2013 merger of OfficeMax and Office Depot

 

•  2003 November 2010: Various executive management positions with ARAMARK, including President of ARAMARK International; Chief Globalization Officer; and Executive Vice President of ARAMARK

 

•  1994 2002: Various roles with the InterContinental Hotels Group, including President of Brands and Franchise for North America; Chief Marketing Officer and Managing Director; Global Strategy; President, International; and President, Asia Pacific

 

•  Prior to 1994: Various general and brand management roles globally at S.C. Johnson & Son, Inc. and Account Executive/Media Planner and Buyer at Leo Burnett

 

Current Board Appointments: Church & Dwight

 

Former Board Appointments: OfficeMax, Inc. and Ritchie Bros.

 

Director Qualifications:

Mr. Saligram brings to the Board an extensive background in consumer brands, omnichannel commerce and global operations as well as experience leading corporate transformations and building innovative and diverse employee cultures. He also brings an important perspective to the Board as the President and Chief Executive Officer of the Company.

 

 

 

 

 

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LOGO

 

Director Since 2018

Age 68

•  Audit Committee (Chair)

•  Finance
Committee

  

 

Judith A. Sprieser

 

•  2019 Present: Retired Managing Director of Warrenton Advisors LLC, a strategic planning, corporate governance and business financing advisory firm

 

•  2005 – 2019: Managing Director of Warrenton Advisors LLC

 

•  2000 – 2005: Founder, President and Chief Executive Officer of Transora, Inc.

 

•  1995 2000: Various senior positions at Sara Lee Corporation, including Executive Vice President, Chief Financial Officer and Chief Executive Officer of Sara Lee’s Food Group

 

Current Board Appointments: Allstate Insurance Company, Intercontinental Exchange, Inc.

 

Former Board Appointments: Experian plc, Jimmy Choo plc, Koninkilijke Ahold Delhaize N.V., Reckitt Benckiser Group, plc, and Total Wine & More

 

Director Qualifications:

Ms. Sprieser brings to the board decades of experience in both financial and operations management of consumer-packaged goods companies and as a director of large, multi-national corporations operating across multiple sectors. Ms. Sprieser serves on the National Association of Corporate Directors Committee for Audit Committee Chairs.

 

 

 

 

 

 

 

 

 

LOGO

 

Director Since 2018

Age 66

•  Compensation and Human Capital Committee

•  Nominating/ Governance Committee

  

 

Robert A. Steele

 

•  2012 – Present: Founder and CEO of STEELE Consulting LLC, a consulting firm

 

•  Prior to 2012: Vice Chairman, Health Care, Procter & Gamble Co. and a variety of other executive leadership positions, including Vice Chairman Global Health and Well-being, Group President Global Household Care, and Group President of North American Operations during his 35-year tenure with Procter & Gamble Co.

 

Current Board Appointments: Berry Global Group, Inc. and BJ’s Wholesale Club, Inc.

 

Former Board Appointments: Beam Inc., Keurig Green Mountain Inc., Kellogg Company and LSI Industries, Inc.

 

Director Qualifications:

Mr. Steele has extensive consumer products management experience, having held a variety of executive leadership positions during his tenure at Procter & Gamble Co.

 

 

 

 

 

 

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INFORMATION REGARDING BOARD OF DIRECTORS, COMMITTEES

AND CORPORATE GOVERNANCE

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 Compensation and Human Capital 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.

Corporate Governance Highlights:

 

 

 

Ø   Annual Board, committee and individual director evaluation process with interviews and evaluations conducted by a third-party firm

 

        

 

Ø   “Clawback,” or recoupment, policy with respect to the incentive compensation of executive officers

Ø   Director and executive officer stock ownership guidelines

   

Ø   Annual election of directors

Ø   Robust stockholder outreach program

   

Ø   No stockholder rights plan, or poison pill

Ø   Stockholders who own 15% or more of the Company’s outstanding common stock, on an aggregate net long basis, may call a special meeting of stockholders

   

Ø   “Proxy Access” provision in the Company’s By-Laws permit stockholders who have owned 3% or more of the Company’s outstanding common stock for at least three years to nominate up to 20% of directors up for election in any one year

Ø   Formal procedure in the Corporate Governance Guidelines to address and respond to successful stockholder proposals

   

Ø   The Company’s Restated Certificate of Incorporation allows stockholder action by written consent

Ø   Majority voting for directors in uncontested director elections

   

Ø   Anti-hedging and anti-pledging policies applicable to executive officers and directors

Ø   No supermajority voting requirements in the Company’s charter documents

     

Ø   Annual reporting on environmental, social and governance matters in the Newell Brands Corporate Citizenship Report

 

 

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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 if it determines to be best for the Company under the then existing circumstances.

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 subsequently described Nomination Agreement, which prohibits the Board from appointing 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 2022. 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 9 meetings during 2021. All directors attended at least 75% of the Board meetings, including the 2021 annual meeting of stockholders, 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 5 meetings during 2021 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, a Compensation and Human Capital Committee (formerly the Organizational Development and Compensation Committee) and a Nominating/Governance Committee.

 

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Pursuant to the subsequently described Nomination Agreement, in 2018, Mr. Brett Icahn was appointed to the Audit Committee and the Compensation and Human Capital Committee, and Mr. Mather was appointed to the Finance Committee as Chair and to the Nominating/Governance Committee. Mr. Icahn currently serves on the Compensation and Human Capital Committee and the Nominating/Governance Committee. Mr. Mather serves as Chair of the Finance Committee and as a member of the Audit Committee.

Audit Committee.    The Audit Committee, the Chair of which is Ms. Sprieser and the other current members of which are Messrs. Johnson, Lopez and Mather, met 7 times during 2021. The Board has affirmatively determined that (a) each member of the Audit Committee was, during such director’s time of service through March 2022, an “independent director” and (b) each continuing member of the Audit Committee 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. Each of Ms. Sprieser and Mr. Johnson 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:

 

  l   

the integrity of the Company’s financial statements;

 

  l   

the Company’s compliance with legal and regulatory requirements;

 

  l   

the qualifications and independence of the Company’s independent registered public accounting firm;

 

  l   

the performance of the Company’s internal audit function and independent registered public accounting firm; and

 

  l   

the Company’s overall risk management profile and the Company’s process for assessing significant business risks.

In addition, the Audit Committee:

 

  l   

is directly responsible for the appointment, compensation, retention and oversight of the work of the Company’s independent registered public accounting firm;

 

  l   

has established procedures for the receipt, retention and treatment of complaints regarding accounting, internal accounting controls and auditing matters, including procedures for confidential, anonymous submission by employees of concerns regarding questionable accounting or audit matters; and

 

  l   

has the authority to engage independent counsel and other advisors as it deems necessary to carry out its duties.

Finance Committee.    The Finance Committee, the Chair of which is Mr. Mather and the other current members of which are Messrs. Johnson and Lopez and Ms. Sprieser, met 5 times in 2021.

The Finance Committee is principally responsible for:

 

  l   

reviewing the Company’s capital structure, including its dividend policy and stock repurchase programs;

 

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  l   

reviewing and recommending, as appropriate, acquisitions, divestitures, partnerships and other business combinations; and

 

  l   

reviewing the Company’s tax planning and treasury activities and key financial policies.

Compensation and Human Capital Committee. The Compensation and Human Capital Committee, the Chair of which is Mr. Craigie and the other current members of which are Messrs. Brett Icahn and Steele and Ms. Ryan Berman, met 6 times during 2021. The Board has affirmatively determined that each member of the Compensation and Human Capital Committee is an “independent director” for purposes of the Compensation and Human Capital Committee under the applicable SEC regulations, the applicable Nasdaq rules and the Company’s Corporate Governance Guidelines.

The Compensation and Human Capital Committee is principally responsible for:

 

  l   

assisting the independent directors in evaluating the CEO’s performance and setting the CEO’s compensation;

 

  l   

making recommendations to the Board with respect to incentive-compensation plans, equity-based plans and director compensation;

 

  l   

reviewing and approving the compensation for executive officers other than the CEO; and

 

  l   

assisting the Board in management succession planning.

The Compensation and Human Capital Committee may, in its discretion, delegate all or a portion of its duties and responsibilities to a subcommittee of the Compensation and Human Capital Committee. Additional information on the Compensation and Human Capital 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 Chair of which is Ms. Ryan Berman and the other current members of which are Messrs. Craigie, Brett Icahn and Steele met 5 times during 2021. 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:

 

  l   

identifying and recommending to the Board candidates for nomination or election as directors;

 

  l   

reviewing and recommending to the Board appointments to Board committees;

 

  l   

developing and recommending to the Board corporate governance guidelines for the Company and any changes to those guidelines;

 

  l   

reviewing, from time to time, the Company’s Code of Conduct and certain other policies and programs intended to promote compliance by the Company with its legal and ethical obligations, and recommending to the Board any changes to the Company’s Code of Conduct and such policies and programs;

 

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  l   

reviewing environmental, health and safety compliance, sustainability programs, diversity and inclusion programs, corporate citizenship and government relations; and

 

  l   

overseeing the Board’s annual evaluation of its own performance.

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. As detailed below, these risks include, but are not limited to, Environmental, Social & Governance (“ESG”) risks, financial risks, political and regulatory risks, legal risks, supply chain risks, competitive risks, privacy and information technology risks and other risks relevant to the Company and the way it conducts business. For more information on ESG matters at Newell Brands, please see the 2021 Corporate Citizenship Report, available on the Company’s website at www.newellbrands.com/community/corporate-citizenship.

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.

 

  l   

The Audit Committee oversees the Company’s risk management process, with specific focus on internal controls, financial statement integrity, compliance programs, fraud risk, legal matters and related risk mitigation. In connection with this oversight, the Audit Committee reviews and discusses with management, and, as appropriate, the Company’s internal auditors and the Company’s independent registered public accounting firm, the Company’s risk assessments, the risk management process and issues related to the management of the Company’s business. Among the risk management oversight responsibilities of the Audit Committee is the status of data privacy, security for the Company’s electronic data processing, information systems and the general security of information systems. The Audit Committee also oversees an annual enterprise risk management update, which discusses the Company’s major financial, strategic, operational, cybersecurity and compliance risk exposures and the steps management has taken to monitor and control such exposures. The results of this assessment are also reviewed with the full Board.

 

  l   

The Finance Committee oversees risks relating to the Company’s capital structure and financing, including borrowing, liquidity and capital allocation. The Finance Committee also oversees risks associated with stockholder distributions (dividends and stock repurchases), acquisitions and divestitures, the Company’s insurance programs, long-term benefit obligations and the use of derivatives to manage risk related to foreign currencies, commodities and interest rates.

 

  l   

The Compensation and Human Capital Committee reviews the risk profile of the Company’s compensation policies and practices. This process includes a review of an assessment of the

 

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Company’s compensation programs, as described in “Risk Assessment of Compensation Programs” below. The Compensation and Human Capital Committee also manages risks associated with pay equity, employee engagement, employee retention, employee development, employee recruitment and succession planning.

 

  l   

The Nominating/Governance Committee monitors risks relating to governance matters and recommends appropriate actions in response to those risks. The Nominating/Governance Committee also oversees Code of Conduct-related compliance programs, environmental, health and safety compliance, sustainability programs, diversity and inclusion programs, corporate citizenship and government relations.

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 Compensation and Human Capital Committee considered, with the assistance of management and the independent compensation consultant, whether the Company’s compensation policies and practices in 2021 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 Compensation and Human Capital Committee determined that there was no risk that was reasonably likely to have such a material adverse effect. The Compensation and Human Capital Committee noted the following aspects of the executive compensation program that serve to mitigate any potential risk:

 

  l   

The program provides an appropriate balance between fixed and variable compensation.

 

  l   

Annual bonus payouts are based on a variety of performance metrics.

 

  l   

LTIP awards are generally subject to a three-year cliff vesting, or in some cases three-year ratable vesting, promoting employee development and retention.

 

  l   

Stock ownership guidelines link executives’ interests to increasing the value of the Company’s common stock over the long-term, thus aligning management’s interest with those of the Company’s stockholders.

 

  l   

Executive incentive awards are subject to an incentive recoupment policy.

 

  l   

The hedging and pledging of Company securities by executive officers is prohibited.

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 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.

 

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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. As further detailed below, the Company also has a Diverse Slates Policy that applies to Board candidates.

This year’s director nominees include many current or former CEOs or senior executives of large companies, reflect racial, ethnic and gender diversity and feature several individuals with extensive international experience, as well as one director with military experience. The average Board tenure (as of December 31, 2021) of the directors seeking re-election is approximately 3.5 years.

The Board assesses the effectiveness of the director nomination process by conducting an annual review of its own performance, as discussed below, which evaluates, among other things, whether the Board and each of its Committees 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 of Directors, its Committees and each individual director each year. The evaluation includes both an interview of each director and a questionnaire with a wide range of questions related to topics including oversight, strategy, governance, management capabilities, composition of the Board, responsibilities and resources. In 2021, the Nominating/Governance Committee and Chairperson of the Board led a robust process, including the engagement of an independent third-party firm to conduct evaluations, interview each director, collect feedback, review it with the Board and facilitate follow ups. In addition, each of the Audit, Finance, Nominating/Governance and Compensation and Human Capital Committees conducted an annual self-evaluation. The Board’s Committees were evaluated by each Committee member based on a questionnaire that is updated periodically.

DIVERSITY, INCLUSION AND BELONGING

The Nominating/Governance Committee of the Board provides oversight for and routinely reviews the Company’s Diversity, Inclusion and Belonging policies and programs.

In 2021, the Company recruited a new Global Director of Diversity, Inclusion and Belonging, who brings to the Company external experience in overseeing diversity and inclusion initiatives. The Company also conducted a fully digital, enterprise-wide engagement survey focusing on measuring engagement and inclusion, which was given to all employee groups including professional, clerical and factory hourly employees and was available in 33 languages. The results showed that the majority of the scores were equal to or above the global benchmarks.

In 2020, the Company adopted a hiring policy for U.S. leadership roles that requires the inclusion of diverse slates consisting of at least two candidates who are (i) women and/or (ii) candidates of color (e.g., identifying as other than white/Caucasian) and/or (iii) openly LGBTQ (the “Diverse Slates Policy”). The Company also applies the same policy to filling vacancies on our Board of Directors, should the opportunity arise. The Company also publicly shared its quantitative goals for diversity on the Executive Leadership

 

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Team and among direct reports of the Business Unit CEOs and functional heads in its 2020 Corporate Citizenship Report and provided related updates in its 2021 Corporate Citizenship Report.

The Company publicly reports on its diversity, inclusion and belonging priorities, goals, initiatives and workforce demographics in its Corporate Citizenship Report. The Company provides links to its EEO-1 survey data and its Diverse Slate Policy on its corporate website under the Careers tab.

Board Diversity

Diversity is an important criterion that is factored in when conducting new director recruitment and evaluating the composition of the Board. In its annual Board evaluation, the Board assessed whether its composition reflected an appropriate mixture of skills, diversity, and experience that align with the strategic demands of the Company.

As shown in the matrix below, of the ten directors seeking election at the 2022 Annual Meeting of Stockholders, five directors (50%) reflect gender, racial or ethnic diversity, including two female directors (Mses. Ryan Berman and Sprieser) and three male directors (Messrs. Johnson, Lopez and Saligram) who identify as Black/African American, Hispanic or Latinx and Asian American, respectively.

 

 
Board Diversity Matrix (As of March 9, 2022)
   

Total Number of Directors

  10
 
Part I: Gender Identity
     
    Female   Male
     

Directors

  2   8
 
Part II: Demographic Background
     

African American or Black

  0   1
     

Asian

  0   1
     

Hispanic or Latinx

  0   1
     

White

  2   5

Directors with military experience: 1

 

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2022 BOARD COMPOSITION SNAPSHOT

The graphics below reflect the diversity, tenure and key skill sets of the directors standing for election at the Annual Meeting.

 

 

 

LOGO

BOARD SKILLS

In 2021, the Nominating/Governance Committee reviewed and evaluated the key experience, qualifications and attributes for Board members and facilitated an evaluation of each director’s skills in these categories. The Committee also refreshed the skills categories used in past years by consolidating certain categories and adding new attributes, such as Consumer Durables Industry experience and Diversity and Inclusion experience to existing categories.

The graphics below depict the percentage of directors standing for election at the Annual Meeting possessing each skill.

 

 

LOGO

 

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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

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 (the “Nomination Agreement”). 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 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 Mr. 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 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,

 

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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 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 2021, as a result of his ownership of the notes and in accordance with the terms of the notes, Mr. Brett Icahn received approximately $30,450 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 plus an applicable interest rate increase based on the coupon step up provision.

 

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COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During 2021, Messrs. Craigie, Brett Icahn and Steele and Ms. Ryan Berman served on the Compensation and Human Capital Committee. No member of the Compensation and Human Capital Committee was, during 2021, an officer or employee of the Company, 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 2021, 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 the Compensation and Human Capital Committee.

 

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COMPENSATION AND HUMAN CAPITAL COMMITTEE REPORT

The Compensation and Human Capital Committee (the “Committee”) 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 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 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, 2021.

This report is submitted on behalf of the current members of the Committee:

James R. Craigie, Chair

Brett M. Icahn

Bridget Ryan Berman

Robert A. Steele

 

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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 2021. For 2021, our named executive officers (“NEOs”) are:

 

Named Executive Officer

   Title
      

Ravichandra K. Saligram

  

President and Chief Executive Officer

Christopher H. Peterson

  

Chief Financial Officer and President, Business Operations

Bradford R. Turner

  

Chief Legal and Administrative Officer and Corporate Secretary

Laurel M. Hurd

  

Segment President, Learning and Development

Michal J. Geller

  

President, eCommerce and Digital

      

Except for Mr. Geller who joined the Company on April 12, 2021 as the President, eCommerce and Digital (“eCommerce”), all of the NEOs served for the full year. Ms. Hurd will be leaving the Company on March 31, 2022, to pursue a new career opportunity as President and Chief Executive Officer of Interface, Inc.

2021 Major Accomplishments

 

 

Ø    Improved Net Sales by 12.8% and achieved core sales growth of 12.5%*

Ø    Improved normalized earnings per share despite lower tax benefits and significant inflation

Ø    Took decisive steps to mitigate the impact of inflation and supply chain disruption

Ø    Improved omni-channel execution and grew eCommerce sales

Ø    Reduced SKUs by 11,431, improved weighted forecast accuracy and achieved $239 million in FUEL productivity improvements

Ø    Strengthened and diversified the executive leadership team

Ø    Improved customer relationships

Ø    Substantially reduced debt

 
*

For an explanation of non-GAAP measures and a reconciliation to GAAP, please see Appendix A

 

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Progress on the Turnaround Plan.

2021 was a critical year for the Company’s turnaround plan. The Company continued to execute on its turnaround strategy 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 strategy, developed in 2019, is designed to:

 

  l   

Drive sustainable top line growth by focusing on innovation, sharpening brand positioning, strengthening the international businesses, enhancing digital marketing and omni-channel capabilities, and building customer relationships;

 

  l   

Improve operating margins by driving productivity and overhead savings, while reinvesting in the business;

 

  l   

Accelerate cash conversion cycle by focusing on cash efficiency and improving key working capital metrics;

 

  l   

Strengthen the portfolio by investing in attractive categories that are aligned with its capabilities and strategy and optimizing product mix; and

 

  l   

Strengthen organizational capabilities and employee engagement by building a winning team and focusing the best people on the right things.

The Company is implementing this strategy while addressing key challenges such as shifting consumer preferences and behaviors; a highly competitive operating environment; a rapidly changing retail landscape; continued macroeconomic and political volatility; significant inflationary and supply chain pressures and an evolving regulatory landscape. The coronavirus (“COVID-19”) pandemic and its impact to the Company’s business resulted in the acceleration of the turnaround initiatives in many respects.

Continued execution of these strategic imperatives, in combination with new initiatives aimed to build operational excellence, will better position the Company for long-term sustainable growth. One such initiative that was announced in the third quarter of 2021 is Project Ovid, a multi-year, customer centric supply chain initiative to transform the Company’s go-to-market capabilities in the U.S., improve customer service levels and drive operational efficiencies. This initiative is expected to leverage technology to further simplify the organization by harmonizing and automating processes. Project Ovid is designed to optimize the Company’s distribution network by creating a single integrated supply chain from 23 business-unit-centric supply chains. The initiative is intended to reduce administrative complexity, improve inventory and invoicing workflow for our customers and enhance product availability for consumers through omni-channel enablement. This new operating model is also expected to drive efficiencies by better utilizing the Company’s transportation and distribution network.

In 2021, the Company recruited a President, eCommerce and Digital as well as a new Chief Accounting Officer, and in February 2022, the Company hired a CEO, International to strengthen and refresh the executive leadership team.

COVID-19 Impact on Operations.

Due to the COVID-19 pandemic the Company’s global operations continued to experience significant disruptions in its supply chain. The Company continued to face significant product, supply and labor shortages, capacity constraints and logistical challenges across its businesses, including port congestion,

 

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constrained shipping container availability and delays in carrier pickup, which negatively impacted the Company’s ability to satisfy demand for its products, creating order backlog in a number of categories. The Company also continued to face significantly higher than expected inflation for commodities, primarily resin, sourced finished goods, transportation and labor, which had a negative high-single-digit-percentage impact to costs of products sold for 2021. To help mitigate the negative impact of inflation to the operating performance of its businesses, the Company has secured selective pricing increases, accelerated productivity initiatives and deployed overhead cost containment efforts.

2021 Results.

In 2021, the Company continued executing its turnaround strategy while navigating through a difficult operating and inflationary backdrop amidst the continuing COVID-19 pandemic. Below is a summary of the overall 2021 financial and operating performance of the Company*:

 

  l   

Net sales were $10.6 billion, an increase of 12.8%, compared with $9.4 billion in the prior year. Core sales grew 12.5 % versus 2020.

 

  l   

Reported gross margin was 31.1%, compared with 32.8% in the prior year. Normalized gross margin was 31.4%, compared with 32.9% in the prior year.

 

  l   

Reported operating income was $946 million compared with an operating loss of $634 million in 2020. Normalized operating income was approximately $1.2 billion, better than the prior year. Normalized operating margin was 11.0% compared with 11.1% in the prior year.

 

  l   

Interest expense was $256 million, compared with $274 million in 2020, reflecting a reduction in outstanding debt.

 

  l   

Reported net income was $572 million compared with reported net loss of $770 million in 2020. Reported diluted earnings per share were $1.34, compared with a reported diluted loss per share of $1.82 in 2020.

 

  l   

Normalized net income was $778 million, compared with $760 million in the prior year. Normalized diluted earnings per share were $1.82, compared with $1.79 in the prior year.

 

  l   

2021 operating cash flow was $884 million, compared with $1.4 billion in 2020.

 

*

For an explanation of non-GAAP measures and a reconciliation to GAAP, please see Appendix A.

 

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Pay for Performance.

2021 Pay for Performance at a Glance

2021 Bonus Plan Results - Corporate

 

 

 

 

 

LOGO

 

 

LOGO

 

 

 

2019–2021 LTIP—Performance Results

Performance Metric—Relative TSR vs. TSR Comparator Group

 

 

 

 

 

LOGO

 

 

 

 

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

 

  l   

Mr. Saligram’s target total direct compensation (which is comprised of annualized base salary, target annual cash incentive, and target value of annual LTIP award) for 2021 was 73% performance-based, and approximately 67% of target total direct compensation of the other named executive officers (on average) was performance-based.

 

  l   

Based on the Company’s performance during the 2019-2021 performance period, performance-based restricted stock units (“PRSUs”) granted pursuant to the Long-Term Incentive Plan (the “LTIP”) in 2019 paid out at approximately 155% in February 2022.

 

  l   

In 2021, the named executive officers received annual LTIP grants that were 80% performance-based, consisting of 50% PRSUs and 30% stock options.

 

  l   

The incentive targets for PRSUs granted to named executive officers pursuant to the LTIP in 2021 were weighted 50% to annual core sales growth performance and 50% to the achievement of cumulative free cash flow targets over the three-year performance period, with a +/- 10% modifier based on relative total shareholder return against the TSR Comparator Group (as defined below), representing a continued focus on achieving and sustaining core sales growth, while maintaining an emphasis on cash generation during the performance period.

 

  l   

The annual incentive targets under the Company’s Management Bonus Plan (the “Bonus Plan”) in 2021 for Messrs. Saligram, Peterson and Turner were weighted 75% to the achievement of adjusted earnings per share, adjusted operating cash flow and core sales growth targets for the entire Company and 25% to the achievement of Company-wide goals for the reduction of stock keeping units (“SKUs”), weighted forecast accuracy (“WFA”) and savings goals under the Finding Untapped Efficiencies and Leverage initiative (the “FUEL Initiative”), a Company-wide program focused on margin enhancement.

 

  l   

The annual incentive targets under the Bonus Plan in 2021 for Ms. Hurd and Mr. Geller were weighted 60% to the achievement of business unit and eCommerce performance goals, respectively, and 40% based on the achievement of the corporate performance goals for the entire Company.

 

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Compensation Program Objectives.

 

Objective    Rationale
      
Motivate Executives to Meet or Exceed Company Performance Goals   

A significant portion of an executive’s total compensation is directly tied to achieving the Company’s performance goals. Each year, the Compensation and Human Capital Committee or the Equity Award Subcommittee thereof, as appropriate (the “Committee”), sets the performance goals to reflect the Company’s current business objectives and strategies.

Reward Individual Performance and Contributions   

The individual performance evaluation of each named executive officer, together with the executive’s contribution to Company performance, generally affects most aspects of each executive’s compensation. For example, the Committee typically considers individual performance in determining an executive’s annual salary, which, in turn, impacts the amount of incentive compensation that the executive could have earned for meeting or exceeding annual performance goals under the Bonus Plan. In addition, the Chief Executive Officer (the “CEO”) considers the individual performance of his direct reports when recommending any adjustments to the grant value for equity awards made to such executives under the LTIP or the final payout percentage of Bonus Plan payments.

Link the Financial Interests of Executives and Stockholders   

The Committee uses performance-based and time-based restricted stock units (“RSUs”) and stock options to provide long-term incentive compensation and to link the financial interests of the Company’s executives with those of its stockholders. In addition, the named executive officers are subject to stock ownership guidelines that help ensure they retain a significant portion of their vested equity awards.

Attract and Retain the Best Possible Executive Talent   

Successful recruitment and retention of talented executives requires the Company to provide competitive compensation opportunities. To do that, the Company obtains information about compensation practices of its relevant competitors for executive talent, and in 2021, the Company used compensation information compiled from a custom comparator group and published survey data.

      

 

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Compensation Policies and Practices.

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

 

What We Do   What We Don’t Do
     

Ø  Align pay with performance

 

Ø    Provide automatic or guaranteed base salary increases

Ø   Cap annual and long-term incentive awards

 

Ø    Re-price or back-date stock options

Ø  Require named executive officers and directors to own a meaningful amount of Company stock

 

Ø    Reward executives with little link to performance

Ø   Maintain a compensation recoupment policy

 

Ø    Pay dividend equivalents on RSUs prior to vesting

Ø  Maintain anti-hedging and anti-pledging policies for executive officers

 

Ø    Provide tax gross ups on golden parachute excise taxes

Ø   Balance short-term and long-term incentives

 

Ø    Provide guaranteed incentive payouts over multi-year periods

Ø  Use an independent compensation consultant that is engaged by the Committee

 

Ø    Permit directors, executives or other employees to engage in hedging or pledging of our stock

Ø   Periodically review and evaluate plans for management development and succession

 

Ø   Periodically review and update the composition of the compensation peer group, as appropriate

   
     

 

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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 and administration of the Company’s executive compensation program:

 

 

 

Compensation and Human Capital Committee

 

(or its Equity Award Subcommittee, as applicable)

 

 

Ø    Reviews Company performance and approves the payout level of performance awards, if any, for executives

 

 

 

Ø    Reviews and recommends to the independent Board members the CEO’s annual compensation, including salary, bonus and long-term incentives

 

 

 

Ø    Approves the annual compensation for all executive officers other than the CEO

 

 

Ø    Reviews and sets terms and conditions and performance goals for the Bonus Plan and awards under the LTIP

 

 

 

Ø    Reviews and approves awards under the Bonus Plan, LTIP and other equity-based awards for all executive officers other than the CEO

 

 

 

 

Ø    Drives consistency, market competitiveness and parity in executive compensation plan design

 

 

 

 

 

 

Independent Board Members  

 

 

Ø    Approve the CEO’s annual compensation, including salary, bonus and long-term incentive compensation

 

 

 

 

 

 

Committee Consultant

 

(FW Cook)

 

 

 

Ø    Assists the Committee in reviewing the effectiveness and competitiveness of the Company’s executive compensation programs and policies

 

 

 

 

Ø    Makes recommendations regarding executive compensation programs consistent with the Company’s business needs, pay philosophy, market trends, and the latest legal and regulatory considerations

 

 

 

 

Ø    Provides market data as background to decisions regarding CEO and senior executive base salary and annual and long-term incentives

 

 

 

 

Ø    Advises the Committee regarding non-executive director pay levels and executive compensation best practices

 

 

 

 

Ø    Maintains independence by providing no other services to the Company (the Committee has evaluated its relationship with FW Cook and has determined that no conflict of interest exists with respect to the services FW Cook provides to the Committee)

 

 

 

 

Ø    Supports the development of a compensation peer group

 

 

 

 

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Chief Executive Officer  

 

Ø    Recommends to the Committee, in the case of other executive officers, base salary amounts, equity awards as well as potential adjustments to incentive awards based on individual performance

 

 

Ø    Participates in the development of annual Company performance goals under the Bonus Plan

 

 

 

 

 

 

Other Executives  

 

Ø    The CEO’s management team plays a prominent role in gathering information for, and by participating in meetings of, the Committee

 

 

Ø    The CEO works with the Chief Human Resources Officer regarding recommendations on base salary amounts, annual target bonus and equity awards for executives other than the CEO using competitive market data

 

 

Ø    The Chief Financial Officer assists in developing recommendations on performance goals and determining whether performance goals were attained by the Company under the Bonus Plan and LTIP

 

 

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 2021, 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 total shareholder return (“TSR”). Similar to 2020, the Committee included annual incentive performance goals for operational metrics to emphasize the importance of continuing to execute on the Company’s strategic operational objectives. In particular, for 2021, the Committee utilized performance goals at the corporate and Business Unit level for the reduction of SKUs, productivity savings under the FUEL Initiative and weighted forecast accuracy. Such performance goals are intended to align the majority of each named executive officer’s compensation with stockholders’ interests over the near and long term.

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 including executive compensation. We then incorporate this feedback into our executive compensation program when we determine it is appropriate.

Pursuant to Section 14A of the Exchange Act, the Company is required to submit to stockholders a Say on Pay Proposal. The Company currently submits the Say on Pay Proposal 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, we expect that the frequency of the vote on our Say on Pay Proposal will continue to be every year.

 

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At the 2021 Annual Meeting of Stockholders, the Say on Pay Proposal was approved by approximately 90% of votes cast, including abstentions. The Compensation Committee considered this level of approval to indicate the support of the substantial majority of the Company’s stockholders. During the Fall of 2021, the Company conducted outreach with approximately 51% of stockholders. In this process, the Company solicited feedback on the Company’s executive compensation program, as well as on incentive plan design and features, and discussed investor feedback with the Committee. Investors were generally aligned with the Company’s executive compensation program, and the design of the 2022 Incentive Plan that is being presented for stockholder approval at the Annual Meeting reflects their feedback. The Company will continue to solicit and consider stockholder feedback on its executive compensation program in the coming years.

Custom Comparator Group.

The Committee used the same custom comparator group in 2021 as was used in 2020. The custom comparator group data was among the factors considered for setting 2021 LTIP awards. The Committee determined to make no changes to this custom comparator group for purposes of 2021 compensation decisions because it believed the companies in the custom comparator group continued to 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 2021.

2021 Custom Comparator Group

 

     
   
Avery Dennison Corporation   Henkel AG & Company, KGaA
Brother Industries, Ltd   Kimberly-Clark Corporation
The Clorox Company   Koninklijke Philips N.V.
Church & Dwight Co., Inc   Mattel, Inc.
Colgate-Palmolive Company   Reckitt Benckiser Group plc
Coty Inc.   Groupe SEB SA
Domtar Corporation   Societe Bic SA
Dorel Industries Inc   Spectrum Brands Holding, Inc.
Electrolux AB   Tupperware Brands Corporation
Fortune Brands Home & Security, Inc   VF Corporation
General Mills, Inc   Whirlpool Corporation
Hasbro, Inc    

Hasbro, Inc

   

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 2021, the Company also used compensation information compiled from published compensation surveys, including surveys from Willis Towers Watson and Mercer. These surveys provide a larger pool of data for a more statistically relevant comparison of compensation levels and pay practices.

 

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In 2021, the Company used competitive practice, peer company and survey information as a reference for decisions regarding:

 

  l   

the mix of executive compensation that is annual and long-term;

 

  l   

the portion of total compensation that is equity or cash;

 

  l   

levels of total direct compensation, both the total and for each element (salary, annual incentive opportunities and long-term incentive opportunities); and

 

  l   

adjustments to the amount, types and allocation of long term incentive awards granted in 2021.

For purposes of evaluating relative TSR for PRSUs awarded under the LTIP in 2021, the Company uses only the following subset of the custom comparator group:

2021 TSR Comparator Group

 

     
   
Avery Dennison Corporation   Mattel, Inc.
Fortune Brands Home & Security Inc.   Societe BIC
Hasbro, Inc   Spectrum Brands Holdings, Inc.
Henkel AG & Co. KGaA   Tupperware Brands
Kimberly-Clark Corporation   Whirlpool Corporation
Koninklijke Philips N.V.    
     

For the 2021 PRSUs, the Company used a subset of durables and consumables companies for measuring relative TSR because these 11 companies are better comparators for TSR measurement and have greater similarities in terms of product portfolio, competition for consumer spend and exposure to cyclicality. The 2021 TSR comparator group was identical to the group used in the 2020 LTIP, except that Dorel Industries Inc. (“Dorel”) was not included. The Committee excluded Dorel from the TSR comparator group because, at the time of the approval of the 2021 LTIP, Dorel was party to an arrangement, later terminated, pursuant to which a buyer group was to acquire all of Dorel’s issued and outstanding Class A Multiple Voting Shares and Class B Subordinate Voting Shares, except for certain rollover shares, by way of a statutory plan of arrangement under the Business Corporation Act (Quebec).

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 total direct compensation summary reports, 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.

 

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For executives, the Committee reviews competitive market data and establishes target total direct compensation opportunities 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 Committee does not apply a formulaic approach to setting individual elements of the named executive officers’ compensation or their total compensation amounts.

The 2021 Summary Compensation Table shows the compensation of each named executive officer for the fiscal year ended December 31, 2021.

Mix of Pay.

Target total direct compensation for each of the named executive officers includes the executive’s base salary and target bonus opportunity plus the target value of the executive’s annual LTIP award. To reinforce the Company’s pay for performance philosophy, the independent members of the Board, at the Committee’s recommendation, approved a target total direct compensation package for 2021 for Mr. Saligram that was 73% contingent on performance. In addition, in 2021, approximately 67% of target total direct compensation for other named executive officers (on average) was contingent upon performance. 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.

2021 Target Annual Compensation Mix and “Pay at Risk”

 

CEO        Other NEOs*          
                 
LOGO  

l   73% of annualized target total direct compensation was at risk.

 

l   21% of annualized target total direct compensation was tied to achievement of annual incentive goals, and 52% was tied to achievement of long-term incentive goals.

  LOGO  

l   67% of annualized target total direct compensation for the other NEOs (on average) was at risk

 

 

l   20% of annualized target total direct compensation of the other NEOs (on average) was tied to achievement of annual incentive goals, and 47% was tied to achievement of long-term incentive goals.

 

 

 

     

 

LOGO  Performance-Based

 

LOGO  Time-Based

 

                 
                 

 

*

Excludes sign-on awards

 

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Consideration of Individual Performance.

As part of the Company’s annual performance evaluation process, the CEO and each named executive officer establish that officer’s individual 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 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 judgement. 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 may take into consideration the CEO’s performance when developing his base salary increase, if any, annual incentive target amounts and long-term incentive grant value. In 2021, Mr. Saligram’s base salary of $1.4 million and target bonus opportunity of 150% of base salary were unchanged, consistent with his CEO Offer Letter. The independent members of the Board made a $1.5 million increase to Mr. Saligram’s LTIP award target value in 2021 to reflect their evaluation of his and the Company’s performance in 2020 during the COVID-19 pandemic and to better position his compensation with respect to the market and peer companies. He received an LTIP award with a target value of $6.5 million, comprised of 50% PRSUs, 30% stock options and 20% time-based RSUs (“TRSUs”).

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.”

 

Named Executive Officer    2021 Base Salary
      

Ravichandra K. Saligram

   $1,400,000

Christopher H. Peterson

   $835,000

Bradford R. Turner

   $700,000

Laurel M. Hurd

   $650,000

Michal J. Geller

   $600,000
      

 

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In 2021, Messrs. Saligram, Peterson, Turner and Ms. Hurd did not receive any increases to their base salaries. Mr. Geller joined the Company in April 2021 and received a base annual salary of $600,000, as set forth in his offer letter.

Annual Incentive Compensation.

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

 

  l   

motivate each of them to achieve Company performance goals and enhance stockholder value; and

 

  l   

allow the Company to retain their services because it provides each of them with the opportunity to receive a competitive cash incentive payment.

In February 2021, the Committee adopted annual incentive targets and performance goals for 2021 awards to be made under the Bonus Plan. For Mr. Geller, who joined the Company in April, the Committee approved eCommerce targets and performance goals in August 2021. The annual incentive program under the Bonus Plan is designed to reward annual performance that supports our business objectives and strategy. A cash incentive payout, measured as a percentage of the executive’s salary, is paid based on the extent to which the performance goals are achieved.

Performance Goals.

Listed below are the 2021 corporate performance goals (the “Corporate Performance Goals”) and their relative weight for Messrs. Saligram, Peterson and Turner:

Corporate Performance Goals

 

Component    Metric    Weighting      Rationale
                    

Corporate Financial Metrics

(75%)(1)

  

Adjusted Earnings

Per Share

     25    Incent profitable growth
  

Adjusted Operating

Cash Flow

     25    Drive cash flow generation
   Core Sales Growth      25    Drive core sales growth

Corporate

Operating Metrics

(25%)

  

FUEL Productivity

Improvements(2)

     9   

Drive savings through

operational improvements

   Total SKUs Reduced(3)      8    Reduce complexity
  

Weighted Forecast Accuracy(4)

     8   

Improve customer service and

operating efficiency

                    

To emphasize the importance of continuing to execute on the Company’s strategic operational objectives, the Committee continued to include operational performance goals, at the corporate and Business Unit levels, for the reduction of total SKUs (collectively, the “SKU Reduction Goals”), weighted forecast accuracy and savings goals under the FUEL Initiative (the “FUEL Productivity Improvements” and, collectively with the weighted forecast accuracy and SKU Reduction Goals, the “Operations Goals”). For each of the NEOs, an aggregate of 25% of payout or, in Mr. Geller’s case, 10% of payout, was tied to achievement of the Operations Goals.

 

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(1)

Adjusted earnings per share is the Company’s reported earnings per share, excluding the impact of charges which the Company normalizes for public reporting. Core sales growth is calculated on the same basis as the Company’s publicly reported metric and excludes the impact of acquisitions, divestitures, currency changes, retail store openings and closings, and those market and business exits and other items excluded from the Company’s publicly reported core sales growth. Adjusted operating cash flow is publicly reported operating cash flow, excluding the impact of cash costs related to the extinguishment of debt, debt and equity related financing costs, cash expenditures and tax payments associated with the acquisition or divestiture of a Business Unit or line of business, and other unanticipated, extraordinary, non-budgeted cash expenditures as determined by the Committee. Adjusted operating cash flow includes disposal proceeds for ordinary course and restructuring related asset sales.

 

(2)

The FUEL Initiative refers to savings commitments made as part of a Company-wide program focused on margin enhancement. Gross productivity savings were based on year over year savings that are directly related to a project, activity, or systemic improvement.

 

(3)

Total SKUs Reduced is defined as the reduction in the count of both active SKUs and SKUS which are obsolete but continue to carry inventory. A count of total SKUs at the end of 2020 is compared to a final count as of the end of 2021 to determine the reduction. SKU calculations exclude Technical Apparel SKUs and auxiliary SKUs for the Yankee Candle flagship store.

 

(4)

WFA measures the demand forecasted (60 days prior) versus actual demand realized in each month during the 2021 bonus period in the form of orders and shipments to the customer. The forecasted and actual demand for a given month are averaged, and the error percentage is equal to the percentage by which each of the forecast and actual demand deviate from such average. Weighted Forecast Accuracy is weighted based on dollar volume and expressed as a percentage, equal to 100% minus the error percentage.

 

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Under the Bonus Plan performance goals for 2021 applicable to Ms. Hurd, the annual incentive opportunity was weighted at 60% based on achievement against targets set at the Writing and Baby Business Unit level for adjusted operating income, adjusted operating cash flow and core sales growth (collectively, the “BU Performance Goals”) and 40% based on the Corporate Performance Goals, as shown below:

Performance Goals for Ms. Hurd(1)

 

Component    Metric    Weighting
within
Component
     Total
Calculation
Weighting
     Rationale
                             

Writing and Baby Business Units Financial Metrics

(75%)

   Adjusted Operating Income      25      60    Incent profitable growth
   Adjusted Operating Cash Flow      25   

 

 

 

   Drive cash flow generation
   Core Sales Growth      25   

 

 

 

   Drive core sales growth
Writing and Baby Business Units Operating Metrics (25%)    FUEL Productivity Improvements      9       Drive savings through operational improvements
   Total SKUs Reduced      8       Reduce complexity
   Weighted Forecast Accuracy      8       Improve customer service and operating efficiency

Corporate

Performance

Goals

   See Corporate Performance Goals Table Above     

 

 

 

 

 

     40%      See Corporate Performance Goals Table Above
                             
(1)

Final Business Unit payout weighted 70% for Writing Business Unit performance and 30% for Baby Business Unit performance. Business Unit adjusted operating income is direct operating income for a Business Unit, calculated using budgeted foreign exchange rates and excluding corporate allocations and items excluded from the Company’s adjusted earnings per share calculation. Foreign currency transaction gains or losses are included in the calculation of Business Unit operating income. Business Unit adjusted operating cash flow and core sales growth are calculated in the same manner as the corresponding corporate metrics, except that the Business Unit metrics are calculated using budgeted foreign exchange rates.

 

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Performance Goals for Mr. Geller(1)

Under the Bonus Plan performance goals for 2021 applicable to Mr. Geller, the annual incentive opportunity was weighted at 60% based on achievement against targets set at the eCommerce level for adjusted operating income and core sales growth (the “eCommerce Performance Goals”) and 40% based on the Corporate Performance Goals, as shown below.

 

Component    Metric    Weighting      Rationale
                    
eCommerce Financial Metrics    eCommerce - Adjusted Operating Income      20    Incent profitable growth
   eCommerce - Core Sales Growth      40    Drive sales growth
Corporate Performance Goals    See Corporate Performance Goals Table Above      40    See Corporate Performance Goals Table Above
                    

 

(1)

eCommerce core sales growth and eCommerce adjusted operating income are calculated on the same basis as the corresponding Business Unit metrics. For purposes of calculating sales associated with retail.com business for which the Company does not have actual net sales data, net sales shall be calculated as: (i) customer reported point-of-sale (POS) dollars, less a 35% assumed discount to account for retail margin and replicate invoice sales; and then (ii) a further deduction of an additional 15% discount to account for invoice to net adjustments and replicate net sales. Certain customers for whom the Company does not have online sales data are excluded from the eCommerce core sales growth calculation.

 

In setting the 2021 performance targets, the Committee considered actual 2020 performance and factored in various business impacts. The 2021 corporate core sales growth target significantly exceeded the Company’s actual core sales growth in 2020. Adjusting for discrete tax items, the 2021 adjusted earnings per share target was more than 10% higher than the actual 2020 adjusted earnings per share result. The 2021 corporate adjusted operating cash flow target relative to 2020 results reflected anticipated continued progress on reducing the Company’s cash conversion cycle but a lower year-over-year working capital benefit, given the significant working capital reduction in 2020, as well as higher anticipated cash tax payments in 2021. Additionally, SKU reduction and the FUEL program are multi-year initiatives to drive productivity and improve efficiency. The 2021 Corporate Performance Goals with respect to Total SKUs Reduced reflected reduced opportunities due to lower SKU counts as of the beginning of the new performance period. The 2021 Corporate Performance Goals with respect to the FUEL Productivity Improvements reflected the impact of anticipated inflationary pressure in 2021.

 

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The 2021 performance targets and actual performance against these targets for the named executive officers are summarized below:

2021 Bonus Targets and Actual Performance

 

Goal Category  

Target for
Payout at

100%

    Minimum
Threshold for
Payout
    Performance for
Maximum
Payout(1)
    Actual
Performance
 
                                 

Corporate Financial Metrics

 

Adjusted Earnings Per Share

    $1.65       >$1.49       $1.81       $1.82  

Adjusted Operating Cash Flow

    $1 billion       >$900 million        $1.2 billion        $884 million  

Core Sales Growth

    2.6%       >0%       5%       12.5%  
       

Corporate Operating Metrics

 

FUEL Productivity Improvements

    $210 million       >$170 million       $250 million       $239 million  

Total SKUs Reduced

    8,934       >0       14,934       11,431  

Weighted Forecast Accuracy

    43.0%       >37.5%       50.0%       39.6%  
   
       
   

Writing and Baby Business Unit Performance Goals

 

(Ms. Hurd)

                               

Adjusted Operating Income (Writing)

    $517.4 million       >$465.2 million       $569.6 million        $597.4 million  

Adjusted Operating Income (Baby)

    $179.7 million       >$164.3 million       $192.8 million       $204.7 million  

Adjusted Operating Cashflow (Writing)

    $320.6 million       >$286.1 million       $385.1 million       $506.1 million  

Adjusted Operating Cashflow (Baby)

    $48.9 million       >$38.0 million       $59.8 million       $124.8 million  

Core Sales Growth (Writing)

    10.6%       >4.6%       16.6%       21.4%  

Core Sales Growth (Baby)

    2.5%       >-.1 %       5.1%       13.2%  

FUEL Productivity Improvements (Writing)

    $34.4 million       >$30.6 million       $38.2 million       $42.7 million  

FUEL Productivity Improvements (Baby)

    $17 million       >$12.6 million       $24.1 million       $18.5 million  

Total SKUs Reduced (Writing)

    1,028       >0       2,028       1,531  

Total SKUs Reduced (Baby)

    945       >0       1,945       1,126  

Weighted Forecast Accuracy (Writing)

    39.5%       >34.9%       50.0%       44.5%  

Weighted Forecast Accuracy (Baby)

    37.0%       >33.0%       50.0%       35.3%  
   
       
   

eCommerce Performance Goals

 

(Mr. Geller)

                               

eCommerce - Adjusted Operating Income

     $378.2 million       >$342.8 million        $413.6 million       $386 million  

eCommerce - Core Sales Growth

    14.0%       >8.0%       24.6%       11.5%  
   

 

(1)

Maximum payout percentage for Operations Goals was 150% and maximum payout percentage for the financial metrics was 200%.

 

If a performance goal is met at the target level, as determined by the Committee, the target amount is paid for that goal. Performance above the target results in payment of a higher percentage of salary up to the pre-established cap. 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.

 

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Actual Payouts Under Bonus Program.

Actual performance as compared to the targets for the Corporate Performance Goals, Business Unit Performance Goals and eCommerce Performance Goals is shown in the table above titled “2021 Bonus Targets and Actual Performance.”

In 2021, actual performance on the Corporate Performance Goals resulted in a 125.1% payout under the Bonus Plan for Messrs. Saligram, Peterson and Turner.

Actual payout percentages applicable to Ms. Hurd and Mr. Geller under the Bonus Plan for 2021, expressed as a percentage of target payout, are shown in the tables below.

2021 Business Unit/eCommerce Payout Percentages

 

NEO   Business Unit   

Corporate
Performance
Goals

Payout
%

 

BU/

eCommerce
Goals
Payout
%

  Payout
Calculation
%
                                    

Laurel M. Hurd

  Baby        125.1 %       173.3 %       154.0 %

 

  Writing        125.1 %       183.4 %       160.1 %

 

  Total     

 

 

 

   

 

 

 

      158.3 %

Michal J. Geller

  eCommerce        125.1 %       85.0 %       101.0 %
                                    

As Ms. Hurd was responsible for two Business Units, her payout under the BU Performance Goals was based 70% on the payout for the Writing Business Unit and 30% on the payout for the Baby Business Unit. For Writing, performance resulted in 183.4% payout. For Baby, performance resulted in a 173.3% payout. Total performance against the Business Unit Performance Goals, together with the 125.1% payout measured against the Corporate Performance Goals, yielded a 158.3% total payout calculation for Ms. Hurd. For Mr. Geller, the Company’s performance relative to the eCommerce Performance Goals resulted in an 85% payout. Performance against the eCommerce Performance Goals, together with the 125.1% payout measured against the Corporate Performance Goals, yielded a 101.0% total payout calculation for Mr. Geller.

The table below shows actual bonus payouts for 2021 to the named executive officers and 2021 target payouts as a percentage of their earned base salaries.

 

    Name    2021 Actual Bonus
Payment
     Target as % of
Earned Base Salary
     Actual Earned in
2021 as % of Target    
 
                            

    Ravichandra K. Saligram

   $ 2,627,100        150%        125.1%  

    Christopher H. Peterson

   $ 1,253,502        120%        125.1%  

    Bradford R. Turner

     $875,700        100%        125.1%  

    Laurel M. Hurd

     $771,517        75%        158.3%  

    Michal J. Geller

     $263,163        60%        101.0%  
                            

Additional information appears in the “Estimated Possible Payouts Under Non-Equity Incentive Plan Awards” columns of the “2021 Grants of Plan-Based Awards” table.

None of the named executive officers received target annual incentive percentage increases in 2021. There were no discretionary adjustments to any named executive officer’s bonus payout for 2021.

 

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Mr. Geller joined the Company on April 12, 2021. His actual bonus payout was based on his earned salary in 2021 of $434,091.

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 and stock options to be granted to each executive officer based on the breadth of the executive’s responsibility, strategic importance of the position, competitive data and internal pay equity.

When setting the CEO’s equity compensation, the independent members of the Board determine the CEO’s LTIP grant value based upon the Committee’s recommendation, the Board’s evaluation of the CEO’s performance and other relevant factors. In 2021, the independent members of the Board, on recommendation from the Committee, increased Mr. Saligram’s LTIP target award value from $5,000,000 to $6,500,000 to reflect the Board’s evaluation of his and the Company’s performance in 2020 during the COVID-19 pandemic and to better position his compensation with respect to the market and peer companies.

Similarly, 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. The Committee increased the LTIP award target values by 15% year over year for each of Messrs. Peterson and Turner and by 5% year over year for Ms. Hurd in recognition of their and the Company’s performance in 2020 during the COVID-19 pandemic. Mr. Geller’s LTIP award target value was set at $660,000 based on his offer letter.

2021 LTIP Awards.

The annual LTIP target values, PRSU grants, stock option awards and TRSU grants for each of the named executive officers receiving annual LTIP awards in 2021 were as follows:

 

Name      LTIP Award Value
at Target
($)
       LTIP PRSUs        LTIP Stock Options        LTIP TRSUs  
                                             

Mr. Saligram

       $6,500,000          136,613          409,837          54,645  

Mr. Peterson

       $3,600,938          75,682          227,046          30,273  

Mr. Turner

       $2,012,500          42,298          126,892          16,919  

Ms. Hurd

       $1,194,375          25,103          75,308          10,041  

Mr. Geller

       $660,000          11,760          35,281          4,704  
                                             
                   

The Committee (or in the case of the CEO, the independent members of the Board) changed the mix of long-term incentive compensation in 2021 to deliver a portion of the annual LTIP award in the form of TRSUs in order to provide a more balanced risk profile for the total long term incentive program, create a baseline of equity participation and promote retention of key executives. The majority of the awards were comprised of PRSUs and stock options as mechanisms to link named executive officer compensation to Company performance. For each of the named executive officers, 50% of the target value of the 2021 annual LTIP grant was provided in PRSUs, 30% of the target value was provided in stock options, and 20% of the target value was provided in TRSUs. The PRSUs granted to the named executive officers under the

 

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LTIP vest on the third anniversary of the date of grant, subject to the Company’s free cash flow performance and core sales growth performance over a three year period, as modified by the Company’s relative TSR performance during the period as described below. The stock options granted to the named executive officers under the LTIP vest ratably in one-third increments on each of the first, second and third anniversaries of the grant date, subject to continuous employment, and expire on the tenth anniversary of the grant date. The TRSUs granted to the named executive officers under the LTIP vest on the third anniversary of the date of grant subject to continued employment with the Company.

For each of the named executives other than Mr. Geller, the exercise price per share of the stock options granted in 2021 equals $23.79 (the closing price of a share of the Company’s common stock on the grant date of February 16, 2021). The number of PRSUs and TRSUs granted was derived based on the closing price of the Company’s common stock on the grant date of February 16, 2021 ($23.79), and each stock option was assigned a value equal to 20% of the value of one share of the Company’s common stock as of the February 16, 2021 grant date, based on the Company’s Black-Scholes calculation. For Mr. Geller, who joined the Company in April 2021, the exercise price per share of the stock options equals $28.06 (the closing price of a share of the Company’s common stock on the grant date of May 4, 2021). The number of PRSUs and TRSUs granted to Mr. Geller was derived based on the closing price of the Company’s common stock on the May 4, 2021 grant date ($28.06), and each stock option was assigned a value equal to twenty percent of the value of one share of the Company’s common stock as of the May 4, 2021 grant date.

The PRSUs awarded may vest from 0% to 200% depending upon achievement of equally weighted performance goals for free cash flow* and annual core sales growth**. Free cash flow performance will be measured on a cumulative basis over a three-year performance period between January 1, 2021 and December 31, 2023. With respect to annual core sales growth, the total payout percentage applicable to the three-year performance period between January 1, 2021 and December 31, 2023 was set as the average of annual payout percentages over a three-year performance period.

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 TSR relative to a pre-determined set of comparator group companies listed above in the section titled “Compensation Survey Data” (the “TSR Comparator Group”) for the three-year performance period. If the Company’s ranking is in the bottom quartile of the TSR Comparator Group (including the Company) at the end of the performance period, the payout percentage will be multiplied by 90% to determine the total payout percentage of the award, and the total payout percentage for the award will be no higher than target (100%), even if the calculation results in a higher payout. If the Company’s ranking is in the top quartile of the TSR Comparator Group (including the Company) at the end of the performance period, the payout percentage will be multiplied by 110%. For a ranking in the second or third quartile, no TSR-related adjustment will be made. The total payout percentage for the award will not exceed 200% of the target.

 

 

*

For the purposes of the 2021 LTIP and the 2019 LTIP described below, “free cash flow” was defined as operating cash flow for the total 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.

 

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**

“Annual core sales growth” is defined as the Company’s core sales growth performance calculated over each year of the three-year performance period, with each of the three annual Core Sales performance rates measured against the Core Sales for the respective preceding fiscal year. Core Sales calculations exclude the impact of currency changes, acquisitions and divestitures, retail store openings and closures and other items excluded from the Company’s publicly reported core sales growth.

 

We do not disclose the specific, forward-looking financial goals that we established for PRSUs granted in 2021 in this proxy statement because (1) these goals relate to executive compensation to be earned and/or paid in future years and do not affect a fair understanding of the named executive officers’ compensation for 2021 and (2) we believe that disclosure of such goals while the applicable performance period is ongoing would cause us competitive harm. However, we expect to disclose such goals in future proxy statements once the applicable performance periods have ended as part of our discussion and analysis about the amounts earned by the named executive officers under these awards. In setting the applicable target levels, the Committee considered how achievement of the performance goals could be impacted by events expected to occur in the coming years, and how likely it will be for the Company to achieve the goals. We believe that (where applicable) the threshold goals have been established at levels that should be appropriately difficult to attain, and that the target goals will require considerable and increasing collective effort on the part of our employees, including our named executive officers, to achieve.

Prior Year LTIP Awards.

For PRSUs granted pursuant to the LTIP in 2019, the performance metrics were based 50% on the Company’s relative TSR, with the payout ranging from 0% (if the Company is last in the three-year relative TSR rank) to 200% (if the Company is first in the three-year relative TSR rank), based on the applicable custom comparator group established by the Company, and with interpolation being used for relative TSR rankings between first and last. In addition, no payout would be earned for this metric if the Company’s three-year relative TSR ranking falls in the bottom quartile of the applicable custom comparator group for the performance period. The remaining 50% of the performance metrics were based on the Company’s cumulative free cash flow over the three-year performance period, with payout ranging from 0% to 200% depending on the Company’s performance on this metric. 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), as follows:

 

Payout Level     

Cumulative Free

Cash Flow over
Performance Period

     Payout Percentage
                           

Threshold

         $450 million          0 %

 

         $625 million          50 %

Target

         $800 million          100 %

 

         $1.1 billion          150 %

Maximum

         $1.5 billion          200 %
                           

At the time these targets were approved, the Company was in the midst of a multi-year divestiture program which had not been completed. To avoid undue fluctuations in the rigor and attainability of the targets as a result of changes in merger and acquisition activity and strategy, the LTIP and the related RSU agreements required the adjustment of such targets to reflect changes relative to the assumed timing of divestitures occurring in 2019 after the grant date of the awards (Rexair, Process Solutions and United States Playing Cards), the decision in 2019 to retain Mapa/Spontex and the Commercial Business (which businesses were held for sale as of the grant date) and the divestiture of the Company’s Foamboard

 

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business in 2020 (which sale was not contemplated as of the grant date). These adjustments were not discretionary and were calculated on the basis of forecasted changes relative to the timing and impact of the divestitures on expected free cash flow, as required by the terms of the LTIP and the original grant documents. Primarily as a result of the decision to retain Mapa/Spontex and the Commercial Business, the free cash flow targets were increased relative to the original targets as a result of these adjustments, maintaining the rigor of the original goals.

The adjusted payout percentages for the free cash flow targets were as follows:

 

Payout Level      Cumulative Free Cash
Flow over
Performance Period
     Payout Percentage
                           

Threshold

         $708 million          0 %

 

         $883 million          50 %

Target

         $1.058 billion          100 %

 

         $1.358 billion          150 %

Maximum

         $1.758 billion          200 %
   
                           

The applicable custom comparator group for the 2019 LTIP Awards* was as follows:

 

 

 

 

Avery Dennison Corporation    Henkel AG & Co. KGaA
Brother Industries    Kimberly-Clark Corporation
The Clorox Company    Koninklijke Philips N.V.
Church & Dwight Co, Inc.    Mattel, Inc.
Colgate-Palmolive Company    Reckitt Benkiser Group plc
Coty Inc.    SEB SA
Dorel Industries, Inc.    Societe Bic SA
Electrolux AB    Spectrum Holdings, Inc.
Fortune Brands Home & Security, Inc.    Tupperware Brands
General Mills    VF Corporation
Hasbro, Inc    Whirlpool Corporation

 

 

 

*

Domtar Corporation, originally included in the comparator group, was excluded from the group for purposes of the final relative TSR calculations as a result of its merger in 2021, as required by the 2019 LTIP RSU grant agreements.

 

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The Company’s performance against the 2019 LTIP PRSU metrics, as calculated under the LTIP for the performance period beginning in January 2019 and ending December 31, 2021, is summarized below:

2019 LTIP Performance Metrics

 

 

  Performance Goals   Weight     Target for
Payout at 100%
    Minimum
Threshold
for Payout
    Performance
for Maximum
Payout (200%)
    Actual
Performance
 
                                         

  Relative TSR Performance

    50%       Ranking of 12 of 23       >Bottom Quartile       Ranking of 1st       11 of 23  

  Free cash flow performance

    50%       $1.06 billion       >$708 million       $1.76 billion       $2.6 billion  

 

 

 

The ultimate payout level under these awards was not affected by the adjustments to free cash flow targets described above, as the Company would have exceeded the maximum performance level under either the original or the adjusted targets.

Based on the Company’s relative TSR during the applicable performance period (11 out of 23 TSR comparators, including the Company) and the Free Cash Flow performance of $2.6 billion, the PRSUs granted in 2019 to Messrs. Peterson and Turner and Ms. Hurd vested at 154.55% in February 2022. None of the other named executive officers received 2019 LTIP PRSU grants as they were not employed by the Company at that time.

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.

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, new hire, or for retention purposes. Please see the subsection below titled “Mr. Gellers Sign-On Award ” and the section titled Prior Year Special Awards for further information.

Compensation Arrangements and Other Awards.

Mr. Saligram’s Compensation Arrangement.

In 2019, as inducement to join the Company and in connection with his appointment as President and CEO, Mr. Saligram and the Company entered into the compensation arrangement set forth in the CEO Offer Letter, pursuant to which Mr. Saligram was entitled to receive the following compensation and benefits:

 

  l   

An annual base salary of $1.4 million and target bonus opportunity of 150% of base salary (with a maximum bonus payout of 300% of annual base salary) under the Bonus Plan;

 

  l   

A cash sign-on bonus of $600,000, which was paid in 2019;

 

  l   

A sign-on stock option award covering 1,333,333 shares, that was granted on his start date with the Company and generally expires on the tenth anniversary of the grant date, subject to continued employment with the Company, and has an exercise price equal to the closing market price of the Company’s common stock on the grant date (the “Employment Transition Award”). Vesting of the Employment Transition Award was subject to a performance condition stating that, during a 30-day period between the date that was 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;

 

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  l   

An annual LTIP award, commencing in 2020, with a target value of $5,000,000, which was increased to $6,500,000 in 2021. His 2021 LTIP Award consisted of 50% PRSUs, 30% stock options and 20% TRSUs; and

 

  l   

Participation in the Company’s U.S. benefits program, the Company’s Supplemental Employee Savings Plan and its Flexible Perquisites Program, under which Mr. Saligram will receive an annual cash allowance of $36,000 per year that may be used for such items as the purchase or lease of a personal automobile and related insurance, automobile maintenance, income tax preparation services, estate planning services and financial planning services.

Vesting of the Employment Transition Award occurred ratably upon the eighteen month and two year anniversaries in April and October 2021, respectively, because the applicable performance condition was achieved and certified by the Committee. As a result, the vesting of the third and remaining tranche of the Employment Transition Award will occur on October 1, 2022.

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 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 (the “Severance Plan”) and is entitled to the severance benefits described therein. Pursuant to the terms of the CEO Offer Letter, Mr. Saligram’s participation in the 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.

Mr. Geller’s Sign-On Award.

In connection with the commencement of his employment with the Company in April 2021, the Committee awarded Mr. Geller 12,473 TRSUs and 12,473 PRSUs in May 2021 (“Mr. Gellers Sign-On Award”). The TRSU award vests ratably, with one half vesting on each of the first two anniversaries of the grant date if Mr. Geller remains in continuous employment with the Company until such vesting dates. The PRSU vests on the second anniversary of the grant date if Mr. Geller remains in continuous employment with the Company until such vesting date and the target for the Company’s average annual eCommerce core sales growth for the two-year period commencing on January 1, 2021 and ending on December 31, 2022 is satisfied. For the purposes of determining if the metric has been achieved, core sales for each of the two annual core sales periods shall be measured against the core sales for the respective preceding calendar year (with the base year being 2020), and the calculation methodology for core sales is the same as described in the “Performance Goals for Mr. Geller” section above. Dividend equivalents on Mr. Geller’s TRSUs and PRSUs will be accrued and paid at the time and only to the extent that the RSUs actually vest.

Prior Year Special Awards.

Mr. Turner received a payout of 8,859 shares and accrued dividend equivalents in May 2021 upon the vesting of the third and final tranche of PRSUs pursuant to a 2018 special RSU award with a grant date value of $700,000 based on the achievement of certain performance conditions. To earn the third tranche of

 

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the award, Mr. Turner was required to oversee completion by December 31, 2019 of the Company’s previously announced divestiture program*. In December 2019, the last divestiture under this program was completed, and in 2020, the Committee concluded that this performance condition was achieved.

 

*

Any transaction abandoned or postponed by determination of the Board of the Company or the CEO was considered completed for purposes of the award.

 

Grant Policies and Practices.

The Company’s practice has been to make annual equity awards and award other incentive compensation to named executive officers in connection with the regularly scheduled meetings of the Board or the Committee in February of each year. As Mr. Geller joined the Company in April 2021, the Committee approved his equity awards described above in May 2021. The Company’s policy is that, except for new hires and certain promotions, all other equity awards to named executive officers will be made by the Committee or its Equity Subcommittee, as applicable, 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:

 

Position

 

  

        Ownership Requirement        

 

President & Chief Executive Officer

   6 times annual salary

Chief Financial Officer and President, Business Operations

Chief Legal & Administrative Officer

   3 times annual salary

Segment President

Chief Human Resources Officer

Chief Customer Officer

President, eCommerce & Digital

CEO, International

Business Unit CEOs with revenue over $500 million

   1.5 times annual salary

Non-Employee Directors (including Chairperson of the Board)

   5 times annual cash retainer

 

 

 

 

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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. Non-employee directors are generally not permitted to sell any of their shares of Company stock received pursuant to annual equity awards granted from and after May 7, 2019 until the end of their Board service. All shares held directly or beneficially, including TRSUs, PRSUs 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 PRSUs 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 the named executive officers. See the section below titled “2021 Nonqualified Deferred Compensation” for a more detailed discussion of the supplemental retirement benefits to which certain named executive officers are entitled.

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 “2021 Summary Compensation Table” and the related footnotes and narrative discussion.

Benefits for the named executive officers include:

 

  l   

Participation in the Flexible Perquisites Program, which provides a monthly cash stipend that can be used for the purchase or lease of a personal automobile and related insurance and maintenance, income tax preparation services, estate planning services, financial planning services or other perquisites;

 

  l   

Company contributions to the 401(k) Plan;

 

  l   

Payment of life and long-term disability insurance premiums;

 

  l   

Annual health examinations encouraged by the Company; and

 

  l   

Assistance for a new hire or transfer necessitating relocation, which includes reimbursement of various relocation expenses, a relocation allowance, purchase of the executive’s home at an appraised value if not sold within a certain period, payment up to $50,000 for a loss on sale, a bonus for an early sale of the executive’s home and tax assistance on certain taxable reimbursed expenses.

 

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The Company maintains one corporate aircraft, for business travel. The President and CEO and other named executive officers may only use the corporate aircraft for personal travel on an exceptional basis.

Termination Benefits.

Each of the named executive officers is entitled to severance benefits following certain terminations of employment pursuant to their employment terms, the Severance Plan and/or the terms of their 2019, 2020 and 2021 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 2019, 2020 and 2021 RSU agreements, 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 also believes that, in the event of an extraordinary corporate transaction, the Severance Plan 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 Severance Plan represent fair and appropriate consideration for the agreement of the named executive officers to the restrictive covenants required under the Severance Plan that prohibit them from competing with the Company and from soliciting Company employees following a termination of employment in which the executive received severance benefits under the plan. The benefits provided under 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 custom comparator group.

The Severance Plan does not contain 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 Severance Plan. It was adopted to provide severance compensation, medical benefits and certain other benefits to eligible Company Executives (as defined in the Severance Plan) when their employment terminates under certain circumstances.

As of the date of this Proxy Statement, all of the Company’s named executive officers participate in the Severance Plan.

Pursuant to the Letter Agreement, described in the subsection below titled “Mr. Peterson’s Offer Letter”, Mr. Peterson became a participant in the Severance Plan in February 2022. In order to participate in the Severance Plan, an 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 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).

 

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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 (as defined in the Severance Plan); or (ii) a voluntary termination of employment for Good Reason (as defined in the Severance Plan). 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 change 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, at any time by the Company other than for Good Cause or by the Executive for Good Reason, as those terms are defined in the Severance Plan, Executives are eligible to receive the following pay and benefits:

 

  l   

Severance pay equal to two times the sum of the base salary and target annual cash bonus for the CEO and equal to one times the sum of the base salary and target annual cash bonus for non-CEO Executives;

 

  l   

A pro rata annual cash bonus based on actual corporate results, subject to adjustments that may be applied generally;

 

  l   

Vesting of a pro-rata portion of time-based equity and long-term incentive awards that were granted on or after the Executive’s participation in the Severance Plan and would have otherwise vested during the three-year period after termination, with settlement in accordance with the original schedule and vesting of performance-based equity and long-term incentive awards subject to the level of achievement of performance goals, in each case subject to any more favorable provisions in an offer letter or grant agreement;

 

  l   

Vesting of a pro-rata portion of option awards that were granted on or after the Executive’s participation in the Severance Plan and would have otherwise vested during the three-year period after termination, and exercisability of vested options for up to one year after termination, subject to any more favorable provisions in an offer letter or grant agreement;

 

  l   

Up to 2 years for the CEO and 1 year for non-CEO Executives of medical and dental benefits at active employee premium rates that terminates upon eligibility for coverage under certain other plans; and

 

  l   

Twelve months of outplacement 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; (iii) 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 (iv) during any period of two consecutive years or less, the incumbent directors cease to constitute a majority of the

 

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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 than for Good Cause or by the Executive for Good Reason, on or within 24 months after a Change in Control:

 

  l   

Severance pay equal to two times the sum of their base salary and target annual cash bonus;

 

  l   

A pro rata annual cash bonus based on attainment of targeted results at a target payout level;

 

  l   

Full vesting of equity and long-term incentive awards that were granted on or after the Executive’s participation in the Severance Plan, with performance metrics deemed satisfied at target payout level for uncompleted performance periods;

 

  l   

A period of 3 years or the remaining term under an Executive’s option agreement to exercise options that were granted on or after the Executive’s participation in the Severance Plan;

 

  l   

Up to 2 years of medical, vision and dental benefits at active employee premium rates which terminate upon eligibility for coverage under certain other plans;

 

  l   

100% vesting of benefits under the Newell Brands Supplemental Employee Savings Plan and the 2008 Plan and payment to Executives of a lump sum equal to the sum of any unvested amounts accrued or credited under qualified defined contribution plans as of the date of termination; and

 

  l   

Twelve months of outplacement benefits.

In order to receive benefits under the Severance Plan, participating Executives are 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.

Mr. Peterson’s Offer Letter.

After Michael B. 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”), as disclosed with the SEC on a Current Report on Form 8-K dated June 26, 2019. The Interim CEO Offer Letter supplemented the compensation and benefits described in 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”).

Under the Interim CEO Offer Letter, if Mr. Peterson had terminated 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 would have been entitled to receive (i) a pro-rated annual incentive payment 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 Mr. Peterson’s June 2019 award of PRSUs) 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

 

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obligations under the Company’s Executive Relocation Program. Mr. Peterson had 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, and Mr. Peterson exercised this option in 2020 to extend this benefit through year-end.

In December 2020, the Committee and Mr. Peterson amended the Interim CEO Offer Letter. The Amendment to the Interim CEO Offer Letter, as filed on Current Report on Form 8-K dated December 30, 2020 (the “Amendment” ), provided that if, upon at least sixty days written notice to the Company, Mr. Peterson had voluntarily terminated his employment on a date that falls between March 2, 2022 and April 30, 2022, he would be entitled to receive (i) a 2021 bonus under the Bonus Plan, to be paid out by March 15, 2022 on the basis of actual corporate performance levels as determined by the Board; (ii) vesting of a pro-rata portion of his PRSU awards granted in February 2020 (the “2020 Peterson RSU Award”) which would have otherwise vested after his termination date, as if he remained employed through the applicable vesting date (subject to the satisfaction of any applicable performance conditions); and (iii) a waiver of any repayment obligations under the Company’s Executive Relocation Program.

As noted above, to harmonize severance benefits offered to current and former executives, the Company adopted the Severance Plan in July 2019. On February 9, 2022 (the “Effective Date”) the Company and Mr. Peterson entered into a letter agreement (the “Letter Agreement”), as filed on a Current Report on Form 8-K dated February 11, 2022, documenting the commencement of Mr. Peterson’s participation in the Severance Plan. Pursuant to the Letter Agreement, on the Effective Date, Mr. Peterson began participating in the Severance Plan and waived his rights to severance payments and other severance benefits under all existing arrangements, including his employment security agreement, the 2018 Compensation Arrangement, and the Interim CEO Offer Letter, other than any provisions thereof that applied to awards with respect to Company securities granted prior to the Effective Date. Mr. Peterson and the Company further agreed that the provisions of the Amendment were terminated in full and shall be of no further force or effect.

Pursuant to the Letter Agreement, Mr. Peterson may voluntarily terminate his employment effective as of specific dates in 2022 and 2023 in each case, upon at least sixty days written notice to the Company, and receive the benefits provided for a termination for Good Reason under the Severance Plan, and in such event, Section II(d) of the Severance Plan will apply to all of his awards of Company securities outstanding as of the date of the Letter Agreement to the same extent as if such awards had been granted following the Effective Date.

Employment Security Agreements.

As of December 31, 2021, the Company and Mr. Peterson were parties to an ESA. In connection with the commencement of his participation in the Severance Plan, Mr. Peterson waived all of his rights under such ESA, other than any provisions thereof that apply to awards with respect to Company securities that were granted prior to the effective date of his participation in the Severance Plan. Mr. Peterson’s ESA provided severance benefits following certain terminations of employment occurring within two years of a Change in Control (as defined in the ESA) 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 prior ESA.

2022 Incentive Plan.

The Company is proposing the approval by its stockholders of a new equity compensation plan, the 2022 Incentive Plan, at the Annual Meeting. For further information, please see “Proposal 4—Approval of the Newell Brands Inc. 2022 Incentive Plan”.

 

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EXECUTIVE COMPENSATION TABLES

2021 Summary Compensation Table

 

Name and Principal
Position
  Year    

Salary

($)(1)

    Bonus
($)
  Stock
Awards
($)(2)
    Option
Awards
($)(2)
   

Non-Equity
Incentive

Plan
Compensa-
tion
($)(3)

 

Change In
Pension

Value and
Nonqualified
Deferred
Compensa-
tion
Earnings
($)(4)

  All Other
Compensa-
tion
($)(5)
   

Total

($)

 
                                                             

Ravichandra K. Saligram, President and Chief
Executive Officer

   

2021
2020
2019
 
 
 
   

1,400,000
1,400,000
344,697
 
 
 
 
1,875,000
   

4,693,471
4,222,024
 
 
 
   

2,434,432
1,500,146
5,235,554
 
 
 
  2,627,100
2,415,000
87,898
 

   

283,795
267,330
70,713
 
 
 
   

11,438,798
9,804,500
7,613,862
 
 
 

Christopher H. Peterson,
Chief Financial Officer and President, Business Operations

   

2021
2020
2019
 
 
 
   

835,000
830,625
1,100,000
 
 
 
      

   

2,600,136
2,644,039
4,824,058
 
 
 
   

1,348,653

939,464

 

 

 

  1,253,502
1,146,263
1,462,500
 

   

153,207
619,484
339,264
 
 
 
   

6,190,498
6,179,875
7,725,822
 
 
 

Bradford R. Turner,
Chief Legal and Administrative Officer and Corporate Secretary

   

2021
2020
2019
 
 
 
   

700,000
700,000
700,000
 
 
 
 
350,000
350,000
   

1,453,185
1,477,690
1,627,632
 
 
 
   

753,738

525,050

 

 

 

  875,700
805,000
819,000
 

   

120,179
906,904
320,076
 
 
 
   

3,902,802
4,764,644
3,816,708
 
 
 

Laurel M. Hurd,
Segment President, Learning and Development

   

2021
2020
2019
 
 
 
   

650,000
650,000
573,958
 
 
 
 
400,000
425,000
   

862,434
960,494
665,968
 
 
 
   

447,330

341,283

 

 

 

  771,517
515,775
475,989
  33,172
30,910
   

112,593
119,125
133,684
 
 
 
   

2,843,874
3,019,849
2,305,509
 
 
 

Michal J. Geller,
President, eCommerce & Digital

    2021       434,091         1,253,810       246,967     263,163       57,745       2,255,776  

 

 

 

 

(1)

Salary. The “Salary” column of the “2021 Summary Compensation Table” shows the salaries earned 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.

 

(2)

Stock Awards and Option Awards. The amounts for 2021 in the “Stock Awards” and “Option Awards” columns of the “2021 Summary Compensation Table” consist of the grant date fair value of awards of RSUs (including TRSUs and PRSUs) and stock options, in each case calculated in accordance with ASC 718 for each named executive officer. See the Share-Based Compensation footnote to the Consolidated Financial Statements contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 for an explanation of the assumptions made by the Company in the valuation of the awards shown in these columns. The grant date fair value of the PRSU awards under the LTIP is based on the probable outcome of the performance conditions. Assuming maximum performance with respect to the applicable performance objectives, the value of the LTIP PRSUs at the grant date would have been as follows: Mr. Saligram, $6,786,934; Mr. Peterson, $3,759,882; Mr. Turner, $2,101,365; Ms. Hurd, $1,247,117; Mr. Geller, $843,662.

 

(3)

Non-Equity Incentive Plan Compensation. The “Non-Equity Incentive Plan Compensation” column of the “2021 Summary Compensation Table” shows the cash incentive payouts earned by each of the named executive officers in 2021 under the Bonus Plan. The Company pays all of these amounts, if any, in the month of March following the year in which they are earned. Incentive payments made in 2022 under the Bonus Plan were earned at 125.1% of target for Messrs. Saligram, Peterson and Turner, 158.3% of target for Ms. Hurd, and 101.0% of target for Mr. Geller. Additional explanation of

 

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the non-equity incentive plan compensation for each named executive officer appears above under the caption “Compensation Discussion and Analysis—Key Elements of Executive Compensation—Annual Incentive Compensation” and below in the footnotes to the “2021 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.”

 

(4)

Change in Pension Value and Nonqualified Deferred Compensation Earnings. The amounts in this column represent the annual net increase (if more than zero) in the present value of accumulated benefits under the Newell Brands Consolidated Pension Plan, a non-contributory defined benefit pension plan (the “Pension Plan”), for the years ended December 31, 2021, 2020 and 2019 (the measurement dates for reporting purposes of this plan in the Company’s Form 10-K filings) for Ms. Hurd. None of the other named executives participate in the Pension Plan, which was frozen as to new benefit accruals and new (non-union employee) participants effective January 1, 2005. Accordingly, the amounts reported in this column reflect changes in actuarial values only, not additional benefit accruals. The present values of accumulated benefits under the Pension Plan were determined using assumptions consistent with those used for reporting purposes of the plan in the Company’s Form 10-K for each year, with no reduction for mortality risk before age 65. Please refer to Footnote (2) of the “2021 Pension Benefits Table” for additional information regarding the assumptions used to calculate the amounts in this column for 2021. This annual calculation may result in an increase or decrease in the present value of the future retirement benefits; however, in accordance with SEC regulations, only increases in present value are shown in the table. The amounts shown for Ms. Hurd in 2020 and 2019 were inadvertently omitted from previous proxy statement filings and have been added to this table along with a corresponding update to the “Total” compensation column for those years. For additional information regarding the Pension Plan, see the “2021 Pension Benefits Table” and the accompanying narrative description.

 

(5)

All Other Compensation. The “All Other Compensation” column of the “2021 Summary Compensation Table” reflects the following amounts for each named executive officer in 2021:

 

Name    Other
Benefits
($)(1)
     401(k)
Plan
($)(2)
    

Supple-
mental
ESP

($)(3)

     Insurance
Premiums
($)(4)
     Total
($)
 
                                              

Ravichandra K. Saligram

     39,491        17,400        224,226        2,678        283,795  

Christopher H. Peterson

     25,219        17,400        107,910        2,678        153,207  

Bradford R. Turner

     24,459        17,400        75,642        2,678        120,179  

Laurel M. Hurd

     24,624        17,400        67,891        2,678        112,593  

Michal J. Geller

     15,327        13,140        27,790        1,488        57,745  

 

 

 

 

(1)

Other Benefits. The amounts in this column include (i) cash stipends under our Flexible Benefits Perquisites Program of $36,000 for Mr. Saligram; $21,638 for Messrs. Peterson and Turner and Ms. Hurd; and $15,327 for Mr. Geller, and (ii) all amounts paid by the Company for annual health examinations for the named executive officers, which are permitted pursuant to Company policy and were utilized by Messrs. Saligram, Peterson and Turner and Ms. Hurd.

 

(2)

401(k) Plan. This column shows the amount of all Company Matching Contributions made for 2021 under the 401(k) Plan on behalf of each named executive officer.

 

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(3)

Supplemental ESP. This column shows the employer matching contributions for 2021 (exclusive of employee deferrals) which were credited to each named executive officer’s Supplemental ESP account for 2021, as described below under “Deferred Compensation Plans—Supplemental ESP.”

 

(4)

Insurance Premiums. This column shows all amounts paid by the Company on behalf of each named executive officer in 2021 for (i) life insurance premiums: $1,488 for each of Messrs. Saligram, Peterson, Turner and Ms. Hurd, and $992 for Mr. Geller, and (ii); long-term disability insurance premiums: $1,190 for Messrs. Saligram, Peterson, Turner and Ms. Hurd; and $496 for Mr. Geller.

 

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2021 Grants of Plan-Based Awards

 

 Name   Grant
Date
  Estimated Possible Payouts
Under Non-Equity Incentive
Plan Awards(1)
  Estimated Future Payouts
Under Equity Incentive
Plan Awards
   All Other
Stock
Awards:
Number
of
Shares
of Stock
or Units
(#)(7)
  All Other
Option
Award:
Securities
Underlying
Options
(#)(8)
  Exercise
or Base
Price of
Awards
($/sh)
    Grant Date
Fair Value
of Stock
and Option
Awards
($)(9)
 
  Thresh-
old
($)(4)
  Target
($)(5)
 

Maxi-

mum
($)(6)

  Thresh-
old
(#)
  Target
(#)
    Maxi-
mum
(#)
   

Ravichandra K. Saligram

 

 

 

2,100,000

 

4,200,000

 

 

 

 

 

  

 

   

 

 

(2)

 

2/16/2021

 

 

 

 

 

 

136,613

 

 

273,226

  

 

   

 

3,393,467

 

(3)

 

2/16/2021

 

 

 

 

 

 

 

 

  

54,645

 

   

 

1,300,005

 

 

2/16/2021

 

 

 

 

 

 

 

 

  

 

409,837

 

$

23.79

 

 

 

2,434,432

 

Christopher H. Peterson

 

 

 

1,002,000

 

2,004,000

 

 

 

 

 

  

 

   

 

 

(2)

 

2/16/2021

 

 

 

 

 

 

75,682

 

 

151,364

  

 

   

 

1,879,941

 

(3)

 

2/16/2021

 

 

 

 

 

 

 

 

  

30,273

 

   

 

720,195

 

 

2/16/2021

 

 

 

 

 

 

 

 

  

 

227,046

 

$

23.79

 

 

 

1,348,653

 

Bradford R. Turner

 

 

 

700,000

 

1,400,000

 

 

 

 

 

  

 

   

 

 

(2)

 

2/16/2021

 

 

 

 

 

 

42,298

 

 

84,596

  

 

   

 

1,050,682

 

(3)

 

2/16/2021

 

 

 

 

 

 

 

 

  

16,919

 

   

 

402,503

 

 

2/16/2021

 

 

 

 

 

 

 

 

  

 

126,892

 

$

23.79

 

 

 

753,738

 

Laurel M. Hurd

 

 

 

487,500

 

975,000

 

 

 

 

 

  

 

   

 

 

(2)

 

2/16/2021

 

 

 

 

 

 

25,103

 

 

50,206

  

 

   

 

623,559

 

(3)

 

2/16/2021

 

 

 

 

 

 

 

 

  

10,041

 

   

 

238,875

 

 

2/16/2021

 

 

 

 

 

 

 

 

  

 

75,308

 

$

23.79

 

 

 

447,330

 

Michal J. Geller

 

 

 

260,455

 

520,909

 

 

 

 

 

  

 

   

 

 

(2)

 

5/4/2021

 

 

 

 

 

 

12,473

 

 

12,473

  

 

   

 

349,992

 

(2)

 

5/4/2021

 

 

 

 

 

 

11,760

 

 

23,520

  

 

   

 

421,831

 

(3)

 

5/4/2021

 

 

 

 

 

 

 

 

  

12,473

 

   

 

349,992

 

(3)

 

5/4/2021

 

 

 

 

 

 

 

 

  

4,704

 

   

 

131,994

 

 

5/4/2021

 

 

 

 

 

 

 

 

  

 

35,281

 

 

$28.06

 

 

 

246,967

 

 

 

 

 

(1)

Estimated Possible Payouts Under Non-Equity Incentive Plan Awards. Payouts under the Bonus Plan could be earned based on performance in 2021. Bonuses under the Bonus Program were earned at 125.1% of target for Messrs. Saligram, Peterson and Turner, 158.3% of target for Ms. Hurd, and 101.0% of target for Mr. Geller. Target and maximum amounts are based on base salary actually earned in 2021.

 

(2)

Estimated Future Payouts Under Equity Incentive Plan Awards. This row includes the number of PRSUs granted in 2021 to the named executive officers under the LTIP and Mr. Geller’s Sign-On Award of 12,473 PRSUs. The target number of shares shown in the table reflects the number of shares that will be earned if, for the PRSUs granted in February 2021, the three-year total performance conditions are met at the target level, and for Mr. Geller’s sign-on award, the two-year total performance conditions are met at the target level. The earned award, if any, will vest on the third anniversary of the grant date, with the exception of Mr. Geller’s Sign-On Award, which will vest on the second anniversary of the grant date. Vested amounts for PRSUs granted under the LTIP will range from 0% to 200% of the target.

 

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(3)

All Other Stock Awards: Number of Shares of Stock or Units. This row includes the number of TRSUs granted in 2021 to the named executive officers under the LTIP and Mr. Geller’s Sign-On Award of 12,473 TRSUs. The target number of shares shown in the table reflects the number of shares that will vest on the third anniversary of the grant date, with the exception of Mr. Geller’s Sign-on Award, which will vest 50% on each of the first and second anniversaries of the grant date.

 

(4)

Estimated Possible Payouts Under Non-Equity Incentive Plan Awards—Threshold Payout. Pursuant to the Bonus Plan, performance at or below a specific percentage of a target goal will result in no payment with respect to that performance goal. As a result, no payment is to be made under the Bonus Plan until a minimum performance level for a performance goal, or threshold, is exceeded, and performance above such level will result in a payment ranging from $1 to the maximum amount, depending upon the level at which the goal was attained. For an explanation of the potential payouts under the Bonus Plan with respect to 2021 performance, see the section titled “Compensation Discussion and Analysis—Key Elements of Executive Compensation—Annual Incentive Compensation.”

 

(5)

Estimated Possible Payouts Under Non-Equity Incentive Plan Awards—Target Payout. Under the Bonus Plan, the amounts shown in this column represent: (i) for Mr. Saligram, 150% of full year salary earned; (ii) for Mr. Peterson, 120% of full year salary earned; (iii) for Mr. Turner, 100% of full year salary earned; (iv) for Ms. Hurd, 75% of full year salary earned; and (vi) for Mr. Geller, 60% of full year salary earned.

 

(6)

Estimated Possible Payouts Under Non-Equity Incentive Plan Awards—Maximum Payout. The amounts shown in these columns represent the maximum payout opportunities under the Bonus Plan.

 

(7)

All Other Stock Awards: Number of Shares of Stock or Units. This column shows the number of TRSUs awarded in 2021 to the named executive officers under the LTIP as well as Mr. Geller’s TRSU award granted as part of the Geller Sign-On Award.

 

(8)

All Other Option Awards: Number of Securities Underlying Options. This column shows the number of shares of common stock underlying stock options awarded in 2021 to the named executive officers under the LTIP.

 

(9)

Grant Date Fair Value of Stock and Option Awards. This column shows the grant date fair value of awards of PRSUs, TRSUs and stock options granted to the named executive officers, computed in accordance with ASC 718, with the value of the PRSUs based on the probable outcome of the performance conditions. See Footnote 15—Share Based Compensation in the Consolidated Financial Statements included in the Company’s 2021 Annual Report on Form 10-K for an explanation of the assumptions made by the Company in valuing the grants of these awards.

 

For information regarding the amount of salary and bonus compensation in relation to the total compensation of our named executive officers, as well as the individual agreements in effect with our named executive officers, see the CD&A.

 

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Outstanding Equity Awards at 2021 Fiscal Year-End

 

  Name   Number
Of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
  Number
Of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
      

 

  Option
Exercise
Price
($)
  Option
Expiration
Date
  Number
Of
Shares
Or
Units
Of
Stock
That
Have
Not
Vested
(#)(1)
    Market
Value
Of
Shares
Or
Units
Of
Stock
That
Have
Not
Vested
($)(2)
    Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested
(#)
    Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other
Rights
That
Have
Not
Vested
($)(3)
   

Ravichandra K. Saligram(4)

      409,837       $23.79   2/16/2031     54,645       $1,193,447       136,613       $2,983,628  
  91,584     183,168       $20.02   2/18/2030                 174,825       $3,818,178  
  888,888     444,445       $17.79   10/2/2029                        

Christopher H. Peterson(5)

      227,046       $23.79   2/16/2031     30,273       $661,162       75,682       $1,652,895  
  57,354     114,709       $20.02   2/18/2030                 109,484       $2,391,131  
                              176,366       $3,851,833  

Bradford R. Turner(6)

      126,892       $23.79   2/16/2031     16,919       $369,511       42,298       $923,788  
  32,054     64,109       $20.02   2/18/2030                 61,188       $1,336,346  
                  9,406       $205,427       65,843       $1,438,011  

Laurel M. Hurd(7)

      75,308       $23.79   2/16/2031     10,041       $219,295       25,103       $548,250  
  20,835     41,671       $20.02   2/18/2030                 39,772       $868,620  
                  5,144       $112,345       23,148       $505,552  

Michal J. Geller(8)

                  12,473       $272,410       12,473       $272,410  
 

 

      35,281      

 

  $28.06   5/4/2031     4,704       $102,735       11,760       $256,838  
   

 

(1)

Number of Shares or Units of Stock That Have Not Vested. Represents all time-based RSU awards (including PRSUs for which all performance conditions have been satisfied) held by the named executive officer as of December 31, 2021.

 

(2)

Market Value of Shares or Units of Stock That Have Not Vested. Represents the value of the number of shares of common stock covered by the time-based RSU awards (including PRSUs for which all performance conditions have been satisfied) valued using $21.84 (the closing market price of the Company’s common stock on December 31, 2021).

 

(3)

Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested. Represents the value of the number of shares of common stock covered by the PRSU awards using $21.84 (the closing market price of the Company’s common stock on December 31, 2021). The value provided assumes the PRSU awards pay out at target and any performance criteria are achieved. The PRSU awards vest following the end of the applicable performance cycle if certain performance goals are attained and, generally, if the executive remains employed by the Company. The actual number of shares issued or cash paid upon settlement will

 

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depend on the extent to which the performance goals are attained or exceeded. Based on the Company’s cumulative free cash flow and TSR relative to the applicable custom comparator group through the applicable performance period, ending December 31, 2021, 154.55% of the PRSUs granted pursuant to the 2019 LTIP vested.

 

(4)

Vesting Dates—Saligram. Mr. Saligram was granted 409,837 stock options on February 16, 2021, and the exercise price per share ($23.79) of the stock options was equal to the closing price of a share of the Company’s common stock on the date of grant. The option vests in three tranches as follows: February 16, 2022 (136,612 options); February 16, 2023 (136,612 options); and February 16, 2024 (136,613 options). Mr. Saligram was granted 274,752 stock options on February 18, 2020, and the exercise price per share ($20.02) of the stock options was equal to the closing price of a share of the Company’s common stock on the date of grant. The option award vests in three tranches as follows: February 18, 2021 (91,584 options); February 18, 2022 (91,584 options); and February 18, 2023 (91,584 options). Mr. Saligram was granted 1,333,333 stock options on October 2, 2019 pursuant to the CEO Offer Letter, and the exercise price per share ($17.79) of the stock options was equal to the closing price of a share of the Company’s common stock on the date of grant. One-third of the award (rounded down to the nearest whole share) vested on the date that is eighteen months after the grant date (April 2, 2021), the next one-third vested on the second anniversary of the grant date (October 2, 2021), and the last one-third will vest on the third anniversary of the grant date (October 1, 2022). The vesting of the award was subject to the attainment of a specific stock price threshold following 18 months after Mr. Saligram’s commencement of employment, which condition has been satisfied. The vesting date of his TRSU award granted February 16, 2021 is February 16, 2024 (54,645 RSUs). The vesting dates of his PRSU awards are as follows: February 18, 2023 (174,825 PRSUs) and February 16, 2024 (136,613 PSUs).

 

(5)

Vesting Dates—Peterson. Mr. Peterson was granted 227,046 stock options on February 16, 2021, and the exercise price per share ($23.79) of the stock options was equal to the closing price of a share of the Company’s common stock on the date of grant. The option award vests in three tranches as follows: February 16, 2022 (75,682 options); February 16, 2023 (75,682 options); and February 16, 2024 (75,682 options). Mr. Peterson was granted 172,063 stock options on February 18, 2020, and the exercise price per share ($20.02) of the stock options was equal to the closing price of a share of the Company’s common stock on the date of grant. The option award vests in three tranches as follows: February 18, 2021 (57,354 options); February 18, 2022 (57,354 options); and February 18, 2023 (57,355 options). The vesting date of his TRSU award granted February 16, 2021 is February 16, 2024 (30,273 RSUs). The vesting date of his PRSU awards are as follows: February 19, 2022 (176,366 PRSUs), February 18, 2023 (109,484 PRSUs) and February 16, 2024 (75,682 PRSUs).

 

(6)

Vesting Dates—Turner. Mr. Turner was granted 126,892 stock options on February 16, 2021, and the exercise price per share ($23.79) of the stock options was equal to the closing price of a share of the Company’s common stock on the date of grant. The option award vests in three tranches as follows: February 16, 2022 (42,297 options); February 16, 2023 (42,297 options); and February 16, 2024 (42,298 options). Mr. Turner was granted 96,163 stock options on February 18, 2020, and the exercise price per share ($20.02) of the stock options was equal to the closing price of a share of the Company’s common stock on the date of grant. The option award vests in three tranches as follows: February 18, 2021 (32,054 options); February 18, 2022 (32,054 options); and February 18, 2023 (32,055 options). The vesting dates of the TRSU awards are as follows: February 19, 2022 (9,406 RSUs) and February 16, 2024 (16,919 RSUs). The vesting dates of his PRSU awards are as follows: February 19, 2022 (65,843 PRSUs); February 18, 2023 (61,188 PRSUs); and February 16, 2024 (42,298 PRSUs).

 

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(7)

Vesting Dates—Hurd. Ms. Hurd was granted 75,308 stock options on February 16, 2021, and the exercise price per share ($23.79) of the stock options was equal to the closing price of a share of the Company’s common stock on the date of grant. The option award vests in three tranches as follows: February 16, 2022 (25,102 options); February 16, 2023 (25,102 options); and February 16, 2024 (25,104 options). Ms. Hurd was granted 62,506 stock options on February 18, 2020, and the exercise price per share ($20.02) of the stock options was equal to the closing price of a share of the Company’s common stock on the date of grant. The option award vests in three tranches as follows: February 18, 2021 (20,835 options); February 18, 2022 (20,835 options); and February 18, 2023 (20,836 options). The vesting dates of her TRSU awards are as follows: February 19, 2022 (5,144 RSUs) and February 16, 2024 (10,041 RSUs). The vesting dates of her PRSU awards are as follows: February 19, 2022 (23,148 PRSUs); February 18, 2023 (39,772 PRSUs); and February 16, 2024 (25,103 PRSUs).

 

(8)

Vesting Dates—Geller. Mr. Geller was granted 35,281 stock options on May 4, 2021, and the exercise price per share ($28.06) of the stock options was equal to the closing price of a share of the Company’s common stock on the date of grant. The option award vests in three tranches as follows: May 4, 2022 (11,760 options); May 4, 2023 (11,760 options); and May 4, 2024 (11,761 options). The vesting dates of his TRSU awards are as follows: May 4, 2022 (6,236 RSUs); May 4, 2023 (6,237 RSUs); and May 4, 2024 (4,704 RSUs). The vesting dates of his PRSU awards are as follows: May 4, 2024 (11,760 PRSUs) and May 4, 2023 (12,473 PRSUs).

 

2021 Option Exercises and Stock Vested

 

    Name   

Number of
Shares

Acquired on
Vesting

(#)

      

Value
Realized On

Vesting

($)(1)

 
                     
                     

    Ravichandra K. Saligram

  

 

—    

 

    

 

—    

 

    Christopher H. Peterson

  

 

—    

 

    

 

—    

 

    Bradford R. Turner

  

 

55,007    

 

    

 

1,517,178    

 

    Laurel M. Hurd

  

 

12,007    

 

    

 

319,525    

 

    Michal J. Geller

  

 

—    

 

    

 

—    

 

                     
                     

 

(1)

Value Realized on Vesting. Represents the value of shares issued in respect of vested RSUs using the closing market price of the Company’s common stock on the relevant vesting date and includes the following cash payments for dividend equivalents paid with respect to RSUs: Mr. Turner, $143,167; and Ms. Hurd, $28,407.

 

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2021 Pension Benefits

Ms. Hurd is the only named executive officer who participates in the Pension Plan. This table shows: (1) the years of credited service for benefit purposes currently credited to Ms. Hurd under the Pension Plan as of December 31, 2021; and (2) the current present value of the accumulated benefits payable under the Pension Plan to Ms. Hurd as of December 31, 2021 (if commencing at age 65).

 

Name    Plan Name      Number of Years
Credited Service(1)
     Present
Value of
Accumulated
Benefit
($)(2)
     Payments
During
Last Fiscal Year
($)(3)
 
                                     

Laurel Hurd

     Pension Plan        5 years, 4 months        140,411         

 

 

 

(1)

Years of Credited Service. The years of credited service for benefit purposes for the Pension Plan are through December 31, 2004, the effective date for which the Pension Plan discontinued future benefit accruals.

 

(2)

Present Value of Accumulated Benefit. The present value of accumulated benefits shown in this column are calculated as of December 31, 2021, the measurement date used for reporting purposes in the Company’s 2021 Form 10-K. Assumptions used in determining these amounts include 2.65% discount rate for the Pension Plan and the Newell Plan Specific Mortality Table, based on 2018 Experience Study with projection of mortality improvement using Scale MP 2021 adjusted for COVID-19 using MIM-2021 model, consistent with assumptions used for reporting purposes in the Form 10-K of the present value of accumulated benefits under the Pension Plan, except without reduction for mortality risk before age 65. See Footnote 11 to the Consolidated Financial Statements contained in the Form 10-K for information regarding the assumptions used by the Company for reporting purposes.

 

(3)

Payments During Last Fiscal Year. Ms. Hurd did not receive payments from the Pension Plan during 2021.

 

Pension Plan.

The Pension Plan is a tax-qualified pension plan covering certain U.S. employees of the Company. The Pension Plan was amended to cease future benefit accruals and to suspend the addition of any future participants for non-union employees, including the named executive officers, beginning on January 1, 2005. Among the named executive officers, only Ms. Hurd is a participant in the Pension Plan.

Benefit Formula. With respect to Ms. Hurd, benefits were accrued at the rate of 1.37% of compensation not in excess of $25,000 for each year of service plus 1.85% of compensation in excess of $25,000. For purposes of the Pension Plan, compensation generally includes regular or straight-time salary or wages, up to the applicable Internal Revenue Code limits. Ms. Hurd did not earn any additional pension benefits after December 31, 2004, however, she continued to earn years of service for vesting and early retirement eligibility purposes.

Retirement Benefit. Ms. Hurd is not yet eligible for a normal or early retirement benefit under the Pension Plan. Ms. Hurd is eligible for a reduced early retirement benefit at age 60 or a deferred retirement benefit following termination of employment, beginning at age 65.

 

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Form of Benefit Payment. The benefit formula calculates the amount of benefit payable in the form of a monthly life annuity, which is the normal form of benefit for an unmarried participant. The normal form of benefit for a married participant is a joint and 50% survivor annuity, which provides a reduced monthly amount for the participant’s life with the surviving spouse receiving 50% of the reduced monthly amount for life.

Assumptions. The assumptions used in calculating the present value of accumulated benefits under the Pension Plan are set forth in Footnote (2) to the 2021 Pension Benefits table above.

2021 Nonqualified Deferred Compensation

 

Name   Name of Plan    

Executive
  Contributions  
in Last FY

($)(1)

   

Company
  Contributions  
in Last FY

($)(2)

    Aggregate
Earnings
  in Last FY  
($)(3)
    Aggregate
Withdrawals/
  Distributions  
($)(4)
      Aggregate  
Balance at
Last FYE
($)(5)(6)
 
                                                 

Ravichandra K. Saligram

 

 

2008 Plan

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Supplemental ESP

 

 

 

227,626

 

 

 

224,226

 

 

 

30,272

 

 

 

 

 

 

918,142

 

Christopher H. Peterson

 

 

2008 Plan

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Supplemental ESP

 

 

 

175,450

 

 

 

107,910

 

 

 

134,178

 

 

 

 

 

 

1,135,561

 

Bradford R. Turner

 

 

2008 Plan

 

 

 

 

 

 

 

 

 

27,685

 

 

 

 

 

 

319,297

 

 

 

Supplemental ESP

 

 

 

73,542

 

 

 

75,642

 

 

 

34,095

 

 

 

 

 

 

663,863

 

Laurel M. Hurd

 

 

2008 Plan

 

 

 

 

 

 

 

 

 

274,011

 

 

 

 

 

 

1,444,391

 

 

 

Supplemental ESP

 

 

 

72,292

 

 

 

67,892

 

 

 

57,061

 

 

 

 

 

 

500,375

 

Michal J. Geller

 

 

2008 Plan

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Supplemental ESP

 

 

 

27,790

 

 

 

27,790

 

 

 

355

 

   

 

55,935

 

 

 

 

(1)

Executive Contributions in Last FY. The amounts reported in this column for each named executive officer are reported as “Salary/Non-Equity Incentive Plan Compensation” in the “2021 Summary Compensation Table.”

 

(2)

Company Contributions in Last FY.    For 2021, the Company contributed to each eligible named executive officer’s account under the Supplemental ESP the amount described in the table, as reported in the “All Other Compensation” column of the “2021 Summary Compensation Table.” Company contributions were credited in March 2022 for the 2021 Plan year. No Company contributions are reflected for the 2008 Plan because the 2008 Plan was frozen to future deferrals as of January 1, 2018 with respect to the named executive officers.

 

(3)

Aggregate Earnings (Loss) in Last FY.    The investment earnings/loss for 2021 reported in this column for each named executive officer is not included in the 2021 Summary Compensation Table.

 

(4)

Aggregate Withdrawals/Distributions.    No named executive officer received a distribution from, or withdrew funds from, the 2008 Plan in 2021.

 

(5)

Aggregate Balance at Last FYE.    The following amounts with respect to the 2008 Plan were reported in the Summary Compensation Table in prior years: Mr. Turner $291,612 and Ms. Hurd $1,170,380. The following amounts with respect to the Supplemental ESP were reported in the Summary Compensation Table in prior years: Mr. Saligram, $436,018, Mr. Peterson, $718,023; Mr. Turner, $480,584; and Ms. Hurd, $303,130. The Aggregate Balance at Last FYE column in this table includes 2021 accrued contributions that were paid in 2022.

 

(6)

Legacy Accounts under 2008 Plan.    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

 

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on their continued employment with the Company, and which, once vested, continue to be maintained in an investment account (each, a “Cash Account”) for the eligible named executive officer’s benefit pursuant to the 2008 Plan. The balances set forth in the table for Mr. Turner and Ms. Hurd relating to the 2008 Plan reflect legacy contribution credits made before this benefit was discontinued.

 

Deferred Compensation Plans.

2008 Plan.

Eligibility. Mr. Turner and Ms. Hurd were eligible to participate in the 2008 Plan.

Participant Contributions. For each calendar year prior to 2018, a participant could elect to defer to the 2008 Plan up to 50% of his base salary and up to 100% of any cash bonus paid for the calendar year. The deferred amounts were credited to an account established for the participant. As of January 1, 2018, the 2008 Plan was frozen to future deferrals except for a small number of grandfathered participants, none of whom are named executive officers.

Cash Account—Basic Contribution. Mr. Turner and Ms. Hurd had funds deposited for their benefit in Cash Accounts as contributions made by the Company pursuant to the 2008 Plan. Prior to 2018, those named executive officers received an annual basic contribution credit, as provided in the table below. This annual contribution credit to Cash Accounts was discontinued for all plan years following 2017 in connection with the adoption of the Supplemental ESP.

 

Age + Completed Years of
Service
   % of Eligible
Compensation
 
          

Less than 40

     6  

40-49

     7  

50-59

     8  

60 or more

     9  
          

Vesting. Many of the contributions made by the Company were subject to ratable annual vesting schedules. All named executive officers with Cash Accounts established under the 2008 Plan are currently 100% vested in their Cash Account balances and other benefits under the 2008 Plan.

Investments.    Each Cash Account is credited with earnings and losses based on investment alternatives made available in the 2008 Plan and selected by the named executive officer from time to time.

Distributions. At the time a named executive officer with a Cash Account made a deferral election, he or she must have elected whether such amount is to be paid in a lump sum or in annual installments of not more than 10 years (5 years in the case of in-service distributions). However, the named executive officer’s retirement account and the vested portion of his or her Company contributions account will be paid out in a lump sum upon termination of employment prior to attaining age 55. The payment or commencement of the benefits will be made in the year after the year of the named executive officer’s termination of employment, but not sooner than six months after the date of such termination. A named executive officer also may have elected, at the time of the named executive officer’s initial deferral election, to have certain deferrals paid in January of any year during the named executive officer’s employment, provided that the payment date is at least two years after the year for which the election was effective and amounts subject to such payment election will become payable upon the named executive officer’s termination of employment if such termination occurs before payments have begun pursuant to the named executive officer’s election.

 

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In addition, upon a named executive officer’s death, deferrals and Company contributions will be paid to beneficiaries in accordance with the named executive officer’s payment election for amounts payable on a termination of employment. Upon a named executive officer’s termination of employment within two years following a “change in control event” with respect to the Company (for Internal Revenue Code Section 409A purposes), the entire undistributed balance of his or her Cash Account will be paid pursuant to the 2008 Plan in a lump sum on the first business day of the seventh month following the named executive officer’s termination of employment. A named executive officer may also request a distribution as necessary to satisfy an unforeseeable emergency.

Supplemental ESP.

Eligibility.    All of the named executive officers are eligible to participate in the Supplemental ESP.

Participant Contributions. For each calendar year, a participant can elect to defer up to 50% of his or her base salary in excess of the IRS 401(a)(17) limit and up to 100% of any annual incentive bonus on a pre-tax basis. The deferred amounts are credited to an account established for the participant.

Company Contributions. For each calendar year, the Company will credit participants with a matching contribution for up to 6% of their base pay in excess of the IRS 401(a)(17) limit, subject to applicable conditions. The Company will also make a matching contribution for up to 6% of their annual incentive bonus, subject to applicable conditions. The Company also has the ability to make discretionary matching contributions under the Supplemental ESP.

Compensation. The amount of compensation deferred under the Supplemental ESP is based on elections by each participant in accordance with the terms of the Supplemental ESP, the Company contributions and the earnings or losses thereon. The obligation of the Company to pay such deferred compensation will become due as pre-designated by each participant or on retirement, death or other termination of employment in the form and on the date or dates determined in accordance with the terms of the Supplemental ESP.

Vesting. All eligible participants will be at all times 100% vested in their entire benefit under the Supplemental ESP, except that the Company may establish a vesting schedule for any discretionary employer contributions.

Investments. Amounts deferred under the Supplemental ESP will be credited with investment returns based on investment alternatives chosen by each participant, and the amount payable to each participant will reflect the investment returns of the chosen investment alternatives.

Distributions. At the time a participant makes a deferral election, he or she must elect whether such amount is to be paid in a lump sum or in annual installments of not more than 10 years. If no selection is made, the amount will be paid out in a lump sum. The amount will be paid out as elected upon termination of employment for each named executive office, but not sooner than six months after the date of such termination, or a month and year elected by the participant which must be at least three years after the last day of the plan year for which the election relates (unless termination of employment occurs before such month and year, in which case distributions would commence in connection with such termination, but not sooner than six months after such termination). Payments with respect to Company contributions will

commence upon a participant’s termination of employment, but not sooner than six months after such termination. The Company has the authority, subject to certain limitations, to terminate the Supplemental ESP in connection with a “change in control event” with respect to the Company (for Internal Revenue Code Section 409A purposes) and distribute each affected participant’s entire vested account.

 

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POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL OF THE COMPANY

The Company provides certain additional benefits to eligible employees upon certain types of termination of employment, including termination of employment following a change in control of the Company. All named executive officers were eligible for benefits under these circumstances as of December 31, 2021.

Termination of Employment Following a Change in Control.

Newell Brands Executive Severance Plan.

As of the date of this Proxy Statement, each of the named executive officers participates in the Severance Plan. Please see the CD&A section heading “Newell Brands Executive Severance Plan” for further information on this plan.

Employment Security Agreements.

As of December 31, 2021, the Company had entered into an ESA with Mr. Peterson, to provide benefits upon certain terminations of employment following a Change in Control (as defined in the applicable ESA) of the Company. Pursuant to the Letter Agreement, described above under Mr. Peterson’s Offer Letter, in February 2022 Mr. Peterson became a participant in the Severance Plan and waived all of his rights under such ESA, other than any provisions thereof that apply to awards with respect to Company securities that were granted prior to the effective date of his participation in the Severance Plan.

Mr. Peterson’s ESA, which was in effect as of December 31, 2021, provides for benefits upon either of two types of employment termination that occur within 24 months after a Change in Control of the Company: (i) an involuntary termination of the executive’s employment by the Company without Good Cause (as defined in the ESA); or (ii) a voluntary termination of employment for Good Reason (as defined in the ESA).

For purposes of the ESA, a Change in Control generally means: (a) a person acquires 25% or more of the voting power of the Company’s outstanding securities; (b) 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.

Further, Good Cause exists under the ESA if Mr. Peterson, in the performance of his duties, engages in misconduct that causes material harm to the Company or is convicted of a criminal violation involving fraud or dishonesty. Finally, Good Reason exists under the ESA if there is a material diminution in the nature or the scope of Mr. Peterson’s authority, duties, rate of pay or incentive or retirement benefits; Mr. Peterson is required to report to an officer with a materially lesser position or title; the Company relocates Mr. Peterson by 50 miles or more; or the Company materially breaches the provisions of the ESA. However, Good Reason would 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.

 

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The benefits provided upon such a termination of employment included the following (which are quantified in the table that follows this discussion):

 

  l   

A lump sum severance payment equal to the sum of: (1) two times Mr. Peterson’s annual base salary, (2) two times Mr. Peterson’s target bonus under the Bonus Plan and (3) a pro-rata portion of Mr. Peterson’s target bonus under the Bonus Plan for the year of the termination of employment.

 

  l   

The equivalent of the unvested portion of Mr. Peterson’s benefits under the 401(k) Plan paid in a lump sum.

 

  l   

All Company stock options held by Mr. Peterson would become immediately exercisable and remain exercisable until the earlier of three years thereafter or the remaining term of the options; all restrictions on any Company restricted securities and RSUs held by Mr. Peterson would lapse; and all performance goals on Company performance-based awards would be deemed satisfied at the target level.

 

  l   

Continued medical coverage provided in the form of subsidized COBRA coverage (to the extent applicable to Mr. Peterson) to extend generally for 24 months, coverage under all other welfare plans (to the extent applicable to Mr. Peterson) generally for 24 months, outplacement services for six months and the payment of certain out-of-pocket expenses of Mr. Peterson.

 

  l   

No gross-up payment would 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 ESA. Instead, the ESA 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.

Following Mr. Peterson’s execution of the Letter Agreement in February 2022, the only above- described provisions that remain in effect are those relating to stock options and RSU awards granted prior to the date of the Letter Agreement.

The ESA contains restrictive covenants that prohibit Mr. Peterson from (1) associating with a business that is competitive with any line of business of the Company for which he provided services, without the Company’s consent and (2) soliciting the Company’s agents and employees. These restrictive covenants would remain in effect for two years following any termination of Mr. Peterson’s employment.

2013 Incentive Plan.

If any awards under the 2013 Incentive Plan are replaced with equivalent equity awards upon a Change in Control, then upon a termination of employment without Good Cause or for Good Reason (as such terms are defined in the relevant plan document) within two years following the Change in Control, all such unvested awards become fully exercisable and all restrictions applicable to such awards will terminate or lapse.

2008 Plan/Supplemental ESP.

See the discussion under “2021 Nonqualified Deferred Compensation—Deferred Compensation Plans—2008 Plan” for an explanation of the benefits payable to a named executive officer upon the executive’s termination of employment in connection with a Change in Control. See the discussion

 

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under “2021 Nonqualified Deferred Compensation—Deferred Compensation Plans—Supplemental ESP” for an explanation of the potential treatment of the benefits payable to a named executive officer in connection with a Change in Control. For purposes of the 2008 Plan and Supplemental ESP, a Change in Control is determined by reference to certain provisions of Section 409A of the Code.

Termination of Employment—No Change in Control.

Newell Brands Executive Severance Plan.

As of the date of this Proxy Statement, each of the named executive officers participates in the Severance Plan. Please see the CD&A section heading “Newell Brands Executive Severance Plan” for further information on this plan.

Peterson Compensation Arrangement.

Mr. Peterson’s 2018 Compensation Arrangement provides benefits to Mr. Peterson upon certain terminations of employment prior to a Change in Control (as such term is defined in the respective ESA described above). Pursuant to the Letter Agreement, described above under Mr. Peterson’s Offer Letter, in February 2022 Mr. Peterson became a participant in the Severance Plan and waived all of his rights to severance benefits under the 2018 Compensation Arrangement, other than any provisions thereof that apply to awards with respect to Company securities granted prior to the effective date of his participation in the Severance Plan. Under the applicable terms of the 2018 Compensation Arrangement, which terms remained in effect as of December 31, 2021, if terminated by the Company without Good Cause (as defined in the 2018 Compensation Arrangement), Mr. Peterson is entitled to receive the following benefits: (i) severance pay of 52 weeks of weekly base compensation (subject to applicable limits in the Newell Brands Employee Severance Plan (effectively, $580,000 for 2021)) payable in a lump sum no later than 60 days after termination; (ii) other benefits in the Newell Brands Employee Severance Plan that run concurrently with the severance pay such as a COBRA subsidy and outplacement services; (iii) a pro-rata portion of the executive’s management cash bonus under the Bonus Plan for the year of termination, paid out subject to the satisfaction of applicable performance criteria at the same time as management bonuses are paid to employees generally, but no later than March 15th of the following year; and (iv) retention of a pro-rated portion of the executive’s unvested stock options or LTIP awards, which shall continue to vest according to their original respective vesting dates; provided that any PRSUs would only vest to the extent the applicable performance criteria are achieved. Receipt of such benefits is subject to his execution of a customary release that contains non-solicitation and non-competition obligations. Following Mr. Peterson’s execution of the Letter agreement in February 2022, the only above-described provisions that remain in effect are those relating to stock options and LTIP awards granted prior to the date of the Letter Agreement.

General severance benefits under the 2018 Compensation Arrangement apply only upon a qualifying termination of employment prior to a Change in Control (as defined in the applicable agreement or plan document). Under the 2018 Compensation Arrangement and ESA, the benefits payable to Mr. Peterson upon termination of employment following a Change in Control (or generally upon a Change in Control) are governed exclusively by the ESA, 2013 Incentive Plan and the Supplemental ESP. However, Mr. Peterson may elect to waive his right to receive benefits under his ESA and elect to receive benefits under the 2018 Compensation Arrangement.

2013 Incentive Plan.

The following applies to stock options and RSUs issued under the 2013 Incentive Plan upon termination of employment, retirement generally and under the Company’s retirement guidelines, death or

 

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disability. In the case of Mr. Saligram, “retirement” is defined in these awards as a voluntary or involuntary termination of employment after he has completed three consecutive years of continuous employment with the Company or any of its affiliates, other than an involuntary termination for Good Cause (as defined in the 2013 Incentive Plan) or a termination due to death or disability. In the case of all other named executive officers, “retirement” is defined as a voluntary or involuntary termination of employment after the grantee has either attained the age of sixty or attained age fifty-five with ten or more years of credited service, other than an involuntary termination for cause (as defined therein) or a termination due to death or disability.

Stock Options. In general, under stock options granted in 2019 and 2020, if an individual’s employment terminates for any reason other than death, disability or retirement, then all of his or her options expire on, and cannot be exercised after, the date of his termination. However, under stock options granted pursuant to the 2020 LTIP, if such a termination of employment occurs during a blackout or other period during which the grantee is restricted from trading the Company’s common stock, then the portion of the stock option vested as of such termination date shall expire 60 days after the close of such blackout or other period. Under stock options granted in 2021, if an individual’s employment terminates for any reason other than death, disability or retirement, then all of his or her options expire on, and cannot be exercised after, the date that is 90 days after the date of such termination of employment. Pursuant to stock option awards granted in 2019, 2020 and 2021, if the grantee’s employment is terminated due to death, disability or retirement, all outstanding options will continue to vest (without regard to any continuous employment requirements but subject to any performance conditions) and be exercisable for a period of three years following the later of the date of vesting or termination of employment (or the expiration of the term of the option, if earlier).

Restricted Stock Units (RSUs). Under the annual RSU agreements with Messrs. Turner and Peterson and Ms. Hurd issued pursuant to the LTIP in 2019, if his or her employment with the Company is terminated by the Company for any reason other than Good Cause (as defined in the RSU agreement) or is terminated by the executive for Good Reason (as defined in the RSU agreement), prior to the third anniversary of the award date, a pro-rata portion of any unvested TRSUs and PRSUs will remain outstanding until the applicable vesting date, upon which time they will vest on such pro-rata basis (without regard to any continuous employment requirements), provided that any PRSUs will only vest to the extent the applicable performance criteria are achieved.

For all outstanding RSUs, if the named executive officer’s employment terminates due to death or disability, then all restrictions lapse, and all RSUs fully vest at target, on the date of his termination.

With respect to all outstanding RSUs granted to Mr. Saligram, if his employment terminates due to retirement, any unvested time-based RSUs and PRSUs will continue to vest in full, subject to the achievement of any applicable performance criteria. With respect to all other outstanding RSUs issued to named executive officers, if the individual’s employment terminates due to retirement (i) at age 60 or later; or (ii) at age 55 or later with at least 10 years of service, any unvested TRSUs and PRSUs granted more than 12 months prior to the date of retirement will be pro-rated by dividing the full number of months worked since the grant date by the full number of months in the applicable vesting period; provided that annual PRSUs will not be pro-rated (and will vest in full subject to the achievement of the applicable performance criteria) if the executive retires at age 60 or later. The pro-rated awards (or full PRSUs for retirees over 60) will be paid out at the end of the original vesting schedule. Except in the case of Mr. Saligram, any RSUs granted less than 12 months from the date of retirement will be forfeited under these provisions.

Additional Provisions. All outstanding RSU and stock option agreements for the named executive officers include confidentiality, non-solicitation, non-competition and non-disparagement obligations. In addition, the Board may condition the grant of an equity award upon the executive entering

 

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into one or more agreements with the Company not to compete with, or solicit the customers or employees of, the Company. Further, in the event of termination of the executive’s employment with the Company generally without cause or termination by an employee for Good Reason (as defined in the 2013 Incentive Plan), the Board or the Committee has the discretion to accelerate the date as of which any stock option may become exercisable or to accelerate the date as of which the restrictions will lapse with respect to RSUs or other awards. Additional provisions described in this Proxy Statement may apply to the treatment of RSUs or stock options upon termination of a named executive officer’s employment under the terms of the named executive officer’s individual award letter, employment offer or ESA, or pursuant to the Severance Plan, as applicable.

2008 Plan/Supplemental ESP.

As mentioned above, all named executive officers with Cash Accounts are fully vested in their Cash Account balances. All named executive officers currently eligible to participate in the Supplemental ESP are fully vested in their Supplemental ESP accounts. Under each of the 2008 Plan and Supplemental ESP, assuming a termination of employment on December 31, 2021, each eligible named executive officer would be entitled to the entire balance of his or her 2008 Plan Cash Account and Supplemental ESP account, as applicable, as reported in the “Aggregate Balance at Last FYE” column of the “2021 Nonqualified Deferred Compensation” table. See the discussion under “2021 Nonqualified Deferred Compensation—Deferred Compensation Plans—2008 Plan” and “2021 Nonqualified Deferred Compensation—Deferred Compensation Plans—Supplemental ESP” for an explanation of benefits payable to a named executive officer upon his or her termination of employment.

Change in Control Only—No Termination of Employment.

2013 Incentive Plan.

None of the outstanding unvested equity awards held by the named executive officers are “single trigger” that would vest on the occurrence of a change in control of the Company (assuming such awards are assumed and converted into new awards), and none of the named executive officers are entitled to any other “single trigger” benefits upon the occurrence of a change in control. Under the 2013 Incentive Plan, all awards that are not replaced with equivalent equity awards become fully exercisable or vested without restriction and awards that are earned but not paid become immediately payable in cash. These benefits do not require any termination of employment. Under the terms of the RSU agreements, PRSUs will be treated in the same manner as TRSUs granted under the 2013 Incentive Plan following a Change in Control (as defined in the 2013 Incentive Plan) of the Company in that an unvested PRSU will have the same value as an unvested TRSU, and any unvested PRSU will either be replaced by a time- based equity award or become immediately vested.

For purposes of the above plans, a “Change in Control” generally has the same meaning as applicable for the ESAs. See “Employment Security Agreements” above.

 

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Potential Payments upon Termination or Change in Control

The amounts set forth in the table below would be payable to or for each named executive officer, assuming no Change in Control (as defined in the applicable agreement or plan document) of the Company and that the named executive officer’s employment were terminated on December 31, 2021, without cause or on account of death or disability (as defined by the applicable plan or agreement). The compensation included is only that which would have been payable as a result of the applicable triggering event.

The table below also quantifies the additional compensation and benefit amounts that would be payable to each named executive officer upon a qualifying termination within 24 months after a Change in Control (as described above) if such events occurred as of December 31, 2021. A qualifying termination consists of involuntary termination without Good Cause or voluntary termination by the executive for Good Reason, as defined by the applicable plan or agreement.

The compensation included is only that which would have been payable as a result of the applicable triggering event. The table below excludes the value of the amounts payable under deferred compensation plans that are disclosed in the “2021 Nonqualified Deferred Compensation” table on page 73.

 

 NAME   BENEFIT   DEATH OR
DISABILITY
    INVOLUNTARY
TERMINATION
WITHOUT
CAUSE
    QUALIFYING   
TERMINATION   
WITHIN 24   
MONTHS OF   
CHANGE IN   
CONTROL   
 
                             

Ravichandra K. Saligram

  Severance Payment(1)(2)           $7,000,000       $7,000,000     
  Pro rata Bonus Payment(3)(4)     $2,627,100       $2,627,100       $2,100,000     
  Value of Unvested RSUs/Options(5)(6)     $13,895,300       $9,381,632       $13,895,300     
  Health & Welfare Benefits(7)(8)           $13,440       $13,440     
  Outplacement(9)           $25,000       $25,000     
  Total Estimated Value     $16,522,400       $19,047,172       $23,033,740     

Christopher H. Peterson

  Severance Payment(1)(2)           $580,000       $3,674,000     
  Pro rata Bonus Payment(3)(4)     $1,253,502       $1,253,502       $1,002,000     
  Value of Unvested RSUs/Options(5)(6)     $8,870,176       $6,151,432       $8,870,176     
  Health & Welfare Benefits(7)(8)           $6,720       $13,440     
  Outplacement(9)           $25,000       $25,000     
  Total Estimated Value     $10,123,678       $8,016,654       $13,584,616     

Bradford R. Turner

  Severance Payment(1)(2)           $1,400,000       $2,800,000     
  Pro rata Bonus Payment(3)(4)     $875,700       $875,700       $700,000     
  Value of Unvested RSUs/Options(5)(6)     $4,448,100       $2,943,189       $4,448,100     
  Health & Welfare Benefits(7)(8)           $6,720       $13,440     
  Outplacement(9)           $25,000       $25,000     
  Total Estimated Value(10)     $5,323,800       $5,250,609       $7,986,540     

Laurel M. Hurd

  Severance Payment(1)(2)           $1,137,500       $2,275,000     
  Pro rata Bonus Payment(3)(4)     $771,517       $771,517       $487,500     
  Value of Unvested RSUs/Options(5)(6)     $2,367,824       $1,455,294       $2,367,824     
  Health & Welfare Benefits(7)(8)           $6,720       $13,440     
  Outplacement(9)           $25,000       $25,000     
  Total Estimated Value(10)     $3,139,341       $3,396,031       $5,168,764     

Michal J. Geller

  Severance Payment(1)(2)           $960,000       $1,920,000     
  Pro rata Bonus Payment(3)(4)     $263,163       $263,163       $360,000     
  Value of Unvested RSUs/Options(5)(6)     $904,394       $268,546       $904,394     
  Health & Welfare Benefits(7)(8)           $6,720       $13,440     
  Outplacement(9)           $25,000       $25,000     
  Total Estimated Value     $1,167,557       $1,523,429       $3,222,834     

 

 

 

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(1)

Severance Payment—Involuntary Termination Without Cause. Under the Severance Plan, Mr. Saligram would receive severance equal pay equal to two times the sum of his base salary and target annual cash incentive award, and Messrs. Turner and Geller and Ms. Hurd would receive one times the sum of base salary and target annual cash incentive award. Pursuant to the 2018 Compensation Arrangement, Mr. Peterson would generally receive 12 months of base salary payable in a lump sum, subject to the maximum limit under the Newell Brands Employee Severance Plan, which was $580,000 for 2021.

 

(2)

Severance Payment—Qualifying Termination Following Change in Control. For all named executive officers, represents a cash severance payment equal to two times the sum of their base salary and target annual cash bonus.

 

(3)

Pro rata Bonus—Death, Disability or Involuntary Termination without Cause. All named executive officers would be entitled to a pro-rated annual cash bonus for the year following death, disability, or involuntary termination without cause. The Bonus Program for 2021 paid out at 125.1% for Messrs. Saligram, Peterson and Turner, 158.3% for Ms. Hurd, and 101.0% for Mr. Geller.

 

(4)

Pro rata Bonus—Qualifying Termination Following Change in Control. All named executive officers would be entitled to a pro-rated annual cash bonus for the year following qualifying termination within 24 months of Change in Control, paid on the basis of target performance.

 

(5)

Value of Unvested RSUs/Options—Death, Disability, or Qualifying Termination Following a Change in Control. Amounts in this row consist of RSUs and stock options that would vest upon death, disability, or qualifying termination following Change in Control (as defined in the 2013 Incentive Plan), on December 31, 2021, with PRSUs payable at target. The value of the RSUs and stock options is based on the closing market price of the Company’s common stock on December 31, 2021 ($21.84).

 

(6)

Value of Unvested RSUs/Options—Involuntary Termination without Cause. Amounts in this row represent the value of the RSUs or stock options that would vest upon involuntary termination of employment without cause. The value of the RSUs and stock options is based on the closing market price of the Company’s common stock on December 31, 2021 and assumes performance at the target (100%) payout level for all PRSUs. As defined in the CEO Offer Letter, Mr. Saligram would be entitled to full vesting of his Employment Transition Award upon an involuntary termination without Good Cause or voluntary termination for Good Reason. In the event he or she is terminated other than for Good Cause or resigns for Good Reason (as those terms are defined in the Severance Plan or the award agreement, as applicable), Messrs. Turner and Peterson and Ms. Hurd would be entitled to pro-rata vesting of all outstanding LTIP RSU awards granted in 2019, and Messrs. Saligram and Turner and Ms. Hurd would be entitled to pro-rata vesting of all outstanding LTIP RSU and stock option awards granted in 2020 and 2021, which awards in each case would continue to vest on their respective vesting dates; provided that any PRSUs would only vest to the extent the applicable performance criteria were achieved. In the event he is terminated other than for Good Cause (as defined in his 2018 Compensation Arrangement), Mr. Peterson would be entitled to pro-rata vesting of all outstanding LTIP RSU and stock option awards granted in 2020 and 2021, which awards in each case would continue to vest on their respective vesting dates; provided that any PRSUs would only vest to the extent the applicable performance criteria were achieved.

 

(7)

Welfare Benefits for Severance Period—Involuntary Termination without Cause. Amounts in this row consist of projected premiums for life, medical, dental, vision, accidental death and disability and disability policies, reduced by the amount of projected employee premiums and employee paid

 

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administrative charges, during the severance period for each named executive officer. For termination due to disability or termination without cause, amounts reflect projected costs for 12 months, with the exception of Mr. Saligram, for whom the listed amounts reflect projected costs for 24 months

 

(8)

Welfare Benefits for Severance Period—Qualifying Termination following Change in Control. Amounts in this row consist of projected premiums for life, medical, dental, vision, accidental death and disability and disability policies, reduced by the amount of projected employee premiums and employee paid administrative charges, during the severance period for each named executive officer. For a qualifying termination following Change in Control, amounts reflect projected costs for 24 months.

 

(9)

Outplacement Value. Amounts in this row consist of projected costs of outplacement service provided to the executive upon termination of employment.

 

(10)

Potential Payment Reduction (Section 280G). For Mr. Turner and Ms. Hurd, the total estimated value in the event of a qualifying termination within 24 months of a Change in Control may be subject to reduction in payments pursuant to the Severance Plan to avoid excise tax liability arising under Sections 4999 and 280G of the Internal Revenue Code.

 

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2021 Director Compensation

This table discloses all compensation provided to each non-employee director of the Company in 2021.

 

    Name   

Fees Earned or
Paid in Cash

($)(1)

    

Stock

Awards

($)(2)

    

All Other

Compensation

($)(3)

    

Total

($)

 
                                     

    Bridget Ryan Berman

   $ 115,000      $ 144,986      $ 2,790      $ 262,776      

    Patrick D. Campbell (Chairperson)

   $ 300,000      $ 144,986      $ 700      $ 445,686      

    James R. Craigie

   $ 135,000      $ 144,986      $ 3,862      $ 283,848      

    Brett M. Icahn

   $ 115,000      $ 144,986             $ 259,986      

    Jay L Johnson

   $ 115,000      $ 144,986      $ 1,859      $ 261,845      

    Gerardo I. Lopez

   $ 115,000      $ 144,986             $ 259,986      

    Courtney R. Mather

   $ 130,000      $ 144,986      $ 1,362      $ 276,348      

    Judith A. Sprieser

   $ 135,000      $ 144,986      $ 97      $ 280,083      

    Robert A. Steele

   $ 130,000      $ 144,986      $ 3,424      $ 278,410      

    Steven J. Strobel*

   $ 39,808             $ 2,978      $ 42,786      
                                     

 

*

Mr. Strobel served on the Board until May 5, 2021.

 

 

 

(1)

Fees Earned or Paid in Cash. Includes all meeting and retainer fees paid quarterly in cash (or awards of Company common stock in lieu of cash) or deferred pursuant to the Company’s 2008 Plan. The number of shares of Company stock a non-employee director receives in lieu of cash is the number of whole shares that equals the cash fees divided by the closing price of a share of Company common stock as of the date the cash fees otherwise would have been paid. Specifically, each of the following directors elected to receive all or part of their 2021 cash retainer fees in the form of Company stock, resulting in the receipt of the following number of shares of Company common stock during 2021: Mr. Campbell, 3,075 shares; Mr. Icahn, 2,212 shares; and Mr. Lopez, 2,212 shares. Additionally, each of the following directors elected to defer receipt of their quarterly cash retainer fees pursuant to the 2008 Plan, and the cash fees they earned in 2021 were deemed invested in phantom stock units through a stock fund that tracks the performance of the Company’s common stock, which resulted in deferring receipt of the cash equivalent of the following number of shares: Mr. Craigie, 5,395 shares; and Mr. Mather, 5,195 shares. The aforementioned phantom stock units are subject to dividend reinvestment. After the end of Mr. Craigie’s and Mr. Mather’s service on the Board, each will receive the cash value of the phantom stock units and accrued dividend reinvestments.

 

(2)

Stock Awards. The amounts in this column reflect the grant date fair value, calculated in accordance with ASC 718, of the award of 5,167 RSUs to each director, other than Mr. Strobel, on May 4, 2021. Mr. Strobel did not receive a grant due to his retirement from the Board. The RSUs are scheduled to vest on the earlier of: (i) the first anniversary of the date of the grant; or (ii) the date immediately preceding the date of the annual meeting of stockholders in the following year, in each case provided the director remains on the Board until such date (the “Vesting Period”). During the Vesting Period, when a cash dividend is paid on the Company’s common stock, each director is credited with a corresponding dividend equivalent with respect to their RSUs which will be paid in cash to each director at the end of the Vesting Period. The number of whole RSUs granted to each non-employee director on May 4, 2021 was determined by dividing $145,000 by the fair market value of a share of common stock on the date of grant, $28.06. In addition, Messrs. Campbell, Craigie, Johnson and Mather elected to defer receipt of their 5,167 RSUs. Their deferred RSUs will convert to an equal number of shares of the Company’s common stock after each of them retires from the Board, and, at that time, each of them will also receive the cash value of reinvested dividends paid on the Company’s common stock since the end of the Vesting Period. As of December 31, 2021, each of the non-employee directors then serving on the Board held 5,167 unvested RSUs.

 

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(3)

All Other Compensation. The amount in this column represents non-employee director reimbursements for the purchase of Company products.

 

Non-employee directors of the Company are paid an annual cash retainer of $115,000 (the Chairperson of the Board is paid an annual retainer of $300,000). Additional annual cash retainers are paid to Committee Chairs as follows: Audit Committee, $20,000; Finance Committee, $15,000; Nominating/Governance Committee, $15,000; and Compensation and Human Capital Committee, $20,000. Annual cash retainers are paid in quarterly installments, and non-employee directors who join or leave mid-year may receive adjustments to their quarterly installments accordingly. Each director is eligible to participate in the Company’s 2008 Plan and is permitted to defer up to 100% of director fees under the terms of that plan. Non-employee directors also receive an annual RSU award valued at $145,000, with the number of RSUs determined by the fair market value of a share of the Company’s common stock on the date of grant. The RSU award is typically made in May of each year and vests on the earlier of: (i) the first anniversary of the date of the grant; or (ii) the date immediately preceding the date of the annual meeting of stockholders in the following year, in each case provided the director remains on the Board until such date. Non-employee directors are generally not permitted to sell any of their shares of Company stock received pursuant to annual equity awards granted from and after May 7, 2019 until the end of their Board service. The 2013 Incentive Plan allows discretionary grants to non-employee directors of stock options, stock awards and stock units.

The 2008 Plan permits non-employee directors of the Company to defer receipt of any common stock of the Company that such non-employee directors may otherwise be entitled to receive at the end of the vesting period for any annual RSU award. Directors who elect to defer annual RSU vesting receive, on the scheduled RSU vesting date, a quantity of phantom stock units that is equal to the quantity of their deferred RSUs. Pursuant to the 2008 Plan, non-employee directors holding phantom stock units converted from annual RSU awards are entitled to exchange their phantom stock units for an equal number of shares of Company common stock after such non-employee director’s separation from the Board. In this case, notional dividend reinvestment applies to the phantom stock units during the deferral period, so that, at the end of the deferral period, the director receives the shares of common stock originally granted as well as the cash value of all dividends paid and reinvested during the deferral period. Other than the timing of when shares of Company common stock may be received by non-employee directors, the deferral election provisions do not otherwise materially alter RSU awards granted to all directors, which continue to be administered and redeemed in accordance with the terms of the RSU awards and the related incentive plan. This deferral election may be made once per calendar year and is irrevocable for RSU awards granted while the director’s election was in effect.

Pursuant to the 2008 Plan, non-employee directors are eligible to defer quarterly cash retainer fees to a stock fund that tracks the performance of the Company’s common stock. Fees invested in this manner are subject to notional dividend reinvestment. The aggregate value of the fund and dividend reinvestment proceeds are paid out as cash to the non-employee director after the end of his or her service on the Board. This deferral election may be made once per calendar year and is irrevocable for cash fees earned and deferred while the director’s election was in effect.

Each non-employee director may elect to receive any cash fees earned (which are not elected to be deferred pursuant to the 2008 Plan) as shares of Newell common stock (in lieu of cash). The shares the non-employee director receives will be the number of whole shares of Newell common stock that equals the cash fees the non-employee director otherwise is to receive, divided by the closing price of a share of Newell common stock as of the trading date the cash fees otherwise would have been paid. All shares issued pursuant to this stock-in-lieu-of-cash election constitute Stock Awards under the 2013 Incentive Plan, and the underlying shares are immediately vested.

 

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EQUITY COMPENSATION PLAN INFORMATION

The following table summarizes information, as of December 31, 2021, relating to equity compensation plans of the Company under which the Company’s common stock is authorized for issuance.

 

  Plan Category  

Number of securities
to be issued upon
exercise of
outstanding options,
warrants and rights

(a)(1)

    

Weighted-average
exercise price of
outstanding
options, warrants
and rights

(b)(2)

   

Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding
securities reflected in
column (a))

(c)(3)

 
                          

Equity compensation plans approved by security holders

    11,885,671      $ 21.27       21,115,773  

Equity compensation plans not approved by security holders

    N/A        N/A       N/A  

TOTAL:

    11,885,671      $ 21.27       21,115,773  

 

 

 

(1)

The number shown in column (a) is the number of shares that, as of December 31, 2021, may be issued upon exercise of outstanding options (4,816,570 options outstanding as of December 31, 2021) and vesting of RSUs (7,069,101 RSUs outstanding as of December 31, 2021) under the stockholder-approved 2013 Incentive Plan, the 2010 Stock Plan and the 2003 Stock Plan. The 7,069,101 RSUs are comprised of 1,391,750 TRSUs and 5,677,351 PRSUs. 5,604,878 PRSUs, depending on the level of achievement of specified performance and market conditions, may range from a maximum payout of 200% (which is shown) to a minimum payout of 0% of the number of PRSUs granted. This column assumes that the PRSUs pay out at maximum or 200%.

 

(2)

The price shown in column (b) is the weighted-average exercise price of outstanding stock options.

 

(3)

The amount shown in column (c) is the number of shares that, as of December 31, 2021, may be issued upon exercise of options and other equity awards (including awards other than options, warrants or rights) that may be granted in the future under the 2013 Incentive Plan. For purposes of this column, the number reflects the payout on outstanding PRSUs at maximum or, as applicable, 200%. A payout at target or 100% on such outstanding PRSUs would result in a reduction of the deemed issuance of shares by 9,808,537 shares and the number of securities remaining available for future issuance under the 2013 Incentive Plan would be approximately 30,924,310. Every share issued pursuant to an RSU award under the 2013 Incentive Plan decreases availability under such plan by 3.5 shares

 

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PAY RATIO

The Dodd-Frank Act and the compensation disclosure rules of the SEC require the Company to disclose the ratio of the annual total compensation of the CEO (the “CEO Compensation”) to the median of the annual total compensation of the employees of the Company and its consolidated subsidiaries (other than the CEO) (the “Median Annual Compensation”).

For 2021, the Median Annual Compensation was $33,913 and the CEO Compensation was $11,438,798; accordingly, the CEO Compensation was approximately 337 times that of the Median Annual Compensation. This calculated “pay ratio” is a reasonable estimate determined in a manner consistent with Item 402(u) of Regulation S-K. The Company refers to the employee who received the Median Annual Compensation as the “median employee.”

There have been no changes to our employee population or employee compensation arrangements during the last fiscal year that we believe would significantly affect our pay ratio disclosure and, as a result, we are not required to re-identify our median employee for 2021. However, we used a different median employee for 2021 because the original median employee who was identified during 2020 left the Company during 2021. As permitted by SEC rules, the new median employee used for 2021 is an employee whose compensation was substantially similar to the compensation of the original median employee from 2020, based on the methodology used to select the original median employee.

The Company used the following methodology to make the determinations for identifying the original median employee:

 

  l   

As of December 31, 2020 (the “Determination Date”), the Company’s employee population consisted of 31,404 individuals (other than the CEO) working at the Company and its consolidated subsidiaries, with 15,633, or 50%, of these individuals located in the United States and Canada and 15,771, or 50%, of these individuals located outside the United States and Canada.

 

  l   

The pay ratio disclosure rules provide an exemption for companies to exclude non-U.S. employees from the median employee calculation if all employees in a particular jurisdiction (and the total number of employees excluded from all jurisdictions) account for 5% or less of the company’s total number of employees. The Company applied this de minimis exemption when identifying the median employee by excluding 1,503 employees in the following jurisdictions: Argentina (197), Colombia (144), Hungary (117), India (551), Poland (329), Russia (28), Thailand (92), Turkey (30), Uruguay (6) and South Africa (9). After taking into account the de minimis exemption, 29,901 employees were considered when identifying the original median employee.

 

  l   

To identify the original median employee from the remaining 29,901 employees, the Company conducted an analysis of the compensation of its employee population employed as of the Determination Date.

 

  l   

The Company selected base salary or wages plus overtime for the period beginning on January 1, 2020 and ending on December 31, 2020 as our consistently applied compensation measure as it reasonably reflects the annual compensation of the Company’s employees around the median.

 

  l   

First, using a valid statistical sampling methodology, the Company produced a sample of employees as of the Determination Date who were paid within a 5% range of the estimated median base salary or wages plus overtime.

 

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  l   

The Company then selected the original median employee from within that group based on the consistently applied compensation measure. The Company annualized compensation of all permanent employees who were hired in 2020 but did not make a full-time equivalent adjustment for any part-time employee.

The CEO Compensation is the amount reported for 2021 in the “Total” column of the “2021 Summary Compensation Table” for Mr. Saligram.

This ratio is a reasonable estimate calculated using a methodology consistent with the SEC rules, as described above. As the SEC rules allow for companies to adopt a wide range of methodologies, to apply country exclusions and to make reasonable estimates and assumptions that reflect their compensation practices to identify the median employee and calculate the CEO pay ratio, the pay ratios reported by other companies may not be comparable to the Company’s pay ratio reported above.

 

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CERTAIN BENEFICIAL OWNERS

As of February 25, 2022, the only persons or groups that are known to the Company to be beneficial owners of more than 5% of the outstanding common stock are:

 

  Name and Address of Beneficial Owner   Amount and Nature
of Beneficial
Ownership
    Percent of
Class*
 
                 

  BlackRock
      55 East 52nd Street
      New York, NY 10055

    51,926,047       12.49%(1)  

  The Vanguard Group, Inc.
      100 Vanguard Blvd.
      Malvern, PA 19355

    43,001,336       10.34%(2)  

  Mr. Carl C. Icahn
      c/o Icahn Capital LP
      16690 Collins Avenue PH-1
      Sunny Isles Beach, FL 33160

    34,639,572         8.33%(3)  

  Pzena Investment Management, LLC
      320 Park Avenue, 8th Floor
      New York, NY 10022

    28,342,422         6.82%(4)  

  JPMorgan Chase & Co.
      383 Madison Avenue
      New York, NY 10179

    22,228,598         5.35%(5)  
                 

*      Percent of class is calculated based on 415,806,114 shares outstanding as of February 25, 2022

 

(1)

As reported in a statement on Schedule 13G/A filed with the SEC on January 27, 2022 by BlackRock, Inc. According to the filing, BlackRock, Inc. has sole voting power over 48,085,977 of such shares and sole dispositive power over 51,926,047 shares.

 

(2)

As reported in a statement on Schedule 13G/A filed with the SEC on February 10, 2022 by The Vanguard Group, Inc. According to the filing, The Vanguard Group, Inc. has sole voting power over 0 of such shares, shared voting power over 649,664 of such shares, sole dispositive power over 41,395,973 of such shares and shared dispositive power over 1,605,363 of such shares.

 

(3)

As reported in a statement on Form 13D/A filed with the SEC on February 22, 2022. According to the filing, Icahn Partners Master Fund LP, Icahn Offshore LP, Icahn Partners LP, Icahn Onshore LP, Icahn Capital LP, IPH GP LLC, Icahn Enterprises Holdings L.P., Icahn Enterprises G.P. Inc., Beckton Corp., Carl C. Icahn and Brett Icahn (the “Icahn Reporting Persons”) may be deemed to beneficially own, in the aggregate, 34,639,572 shares. Icahn Partners Master Fund LP has sole voting power and sole dispositive power with regard to 13,751,333 Shares. Each of Icahn Offshore LP, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn has shared voting power and shared dispositive power with regard to such shares. Icahn Partners LP has sole voting power and sole dispositive power with regard to 19,319,099 Shares. Each of Icahn Onshore LP, Icahn Capital LP, IPH GP LLC, Icahn Enterprises Holdings L.P., Icahn Enterprises G.P. Inc., Beckton Corp. and Carl C. Icahn has shared voting power and shared dispositive power with regard to such

 

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shares. Brett Icahn has sole voting power and sole dispositive power with regard to 1,569,140 shares, including 400,000 shares beneficially owned by a charitable foundation controlled by Brett Icahn. The other Icahn Reporting Persons do not have shared voting power or shared dispositive power and expressly disclaim beneficial ownership with regard to such 1,569,140 shares.

Mr. Brett Icahn may be considered to have formed a “group” with the other Icahn Reporting Persons within the meaning of Section 13(d)(3) of the Exchange Act by virtue of Mr. Brett Icahn being a party to the Nomination Agreement. However, Mr. Brett Icahn expressly disclaims for all purposes beneficial ownership of the 33,070,432 shares of Company common stock beneficially owned by the other Icahn Reporting Persons who expressly collectively retain sole voting and dispositive power over such shares.

 

(4)

As reported in a statement on Schedule 13G/A filed with the SEC on January 21, 2022 by Pzena Investment Management, LLC. According to the filing, Pzena Investment Management, LLC, has sole voting power over 24,417,077 of such shares and sole dispositive power over 28,342,422 of such shares.

 

(5)

As reported in a statement on Schedule 13G filed with the SEC on January 24, 2022 by JPMorgan Chase & Co. According to the filing, JPMorgan Chase & Co. has sole voting power over 21,712,681 of such shares and sole dispositive power over 22,153,000 shares.

 

The following table sets forth information as to the beneficial ownership of shares of common stock of each director, including each nominee for director, and each named executive officer and all directors and executive officers of the Company, as a group, as of February 25, 2022. Except as otherwise indicated in the footnotes to the table, each individual has sole investment and voting power with respect to the shares of common stock set forth therein.

 

    Name of Beneficial Owner    Amount and Nature of
Beneficial Ownership
     Percent of
Class
 
                   

    Bridget Ryan Berman

     28,086(1)        *  

    Patrick D. Campbell

     68,477        *  

    James R. Craigie

     35,962(2)        *  

    Brett M. Icahn

     1,569,140(3)        *  

    Jay L. Johnson

     4,928        *  

    Gerardo I. Lopez

     49,377        *  

    Courtney R. Mather

     50,000        *  

    Judith A. Sprieser

            *  

    Robert A. Steele

     27,101        *  

    Ravichandra K. Saligram

     1,243,668(4)(6)        *  

    Christopher H. Peterson

     458,868(6)        *  

    Bradford R. Turner

     257,720(6)        *  

    Laurel M. Hurd

     140,563(5)(6)        *  

    Michal J. Geller

            *  

    All directors and executive officers as a group

     4,171,507(7)        1.0
                   

*      Represents less than 1% of the Company’s outstanding common stock.

 

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(1)

Includes 135 shares held directly by Ms. Ryan Berman’s spouse.

 

(2)

Includes 12,500 shares held by B and CC Family Holdings LLC, of which Mr. Craigie is the manager and owns a 1% interest. Also includes 1,594 shares held in two trusts, 797 shares for each trust, for Mr. Craigie’s children. As Trustee, Mr. Craigie has shared investment and voting power with respect to the shares of common stock held in each trust.

 

(3)

Includes 400,000 shares beneficially owned by a charitable foundation controlled by Mr. Brett Icahn.

 

(4)

Includes 35,000 shares beneficially owned by Mr. Saligram through the Ravichandra K. Saligram Revocable Trust, for which he is the Trustee.

 

(5)

Includes 4,062 shares held in a joint account with spouse.

 

(6)

Includes the following aggregate amounts of vested options, as applicable to each individual: for Mr. Saligram, 1,208,668 options; for Mr. Peterson, 190,390 options; for Mr. Turner, 106,405 options; and for Ms. Hurd, 66,772 options.

 

(7)

Includes an aggregate amount of 1,787,063 vested options and 10,000 unvested options that will vest within 60 days for all directors and executive officers as a group.

 

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AUDIT COMMITTEE REPORT

The Audit Committee is appointed annually by the Board and currently consists of four members, all of whom are “independent directors” for purposes of the Audit Committee under the applicable SEC regulations, the applicable Nasdaq rules and the Company’s corporate governance guidelines, and each of Ms. Sprieser and Mr. Johnson qualifies as an “audit committee financial expert” within the meaning of the applicable SEC regulations. The Committee fulfills its responsibilities through periodic meetings with the Company’s independent registered public accounting firm, internal auditors and management. During 2021, the Committee met 7 times. The Audit Committee acts under a written charter which was most recently updated by the Board in November 2020. A copy of the Committee’s current charter is available under the “Corporate Governance” link under the Investors tab on the Company’s website at: www.newellbrands.com.

The Audit Committee oversees the Company’s financial reporting process on behalf of the Board. Management has the primary responsibility for the preparation, presentation and integrity of the Company’s financial statements, for establishing and maintaining internal control over financial reporting and for assessing the effectiveness of the Company’s internal control over financial reporting as of the end of each fiscal year. The Company’s independent registered public accounting firm is responsible for planning and carrying out an audit of the Company’s annual financial statements and the Company’s internal control over financial reporting, and expressing opinions as to the conformity of the financial statements with generally accepted accounting principles and the effectiveness of internal control over financial reporting, based on its audits.

The Committee discussed with the Company’s internal auditors and its independent registered public accounting firm the overall scope and plans for their respective audits. The Committee meets with the internal auditors and representatives of the Company’s independent registered public accounting firm, with and without management present, to discuss the results of their examinations, their evaluations of the Company’s internal controls, and the overall quality of the Company’s financial reporting.

In fulfilling its oversight responsibilities, the Committee reviewed and discussed the audited financial statements in the Annual Report on Form 10-K with management. The Committee also reviewed and discussed with representatives of the Company’s independent registered public accounting firm their judgments as to the quality, not just the acceptability, of the Company’s accounting principles and underlying estimates in its financial statements, and the matters required to be discussed pursuant to the PCAOB’s Auditing Standards on Communications with Audit Committees, as currently in effect. The Committee has received from the independent registered public accounting firm the written disclosures regarding their independence required by PCAOB Rule No. 3526, Communication with Audit Committees Concerning Independence, as currently in effect, and has discussed with representatives of the Company’s independent registered public accounting firm the firm’s independence from management and the Company. Finally, the Committee has received written confirmations with respect to non-audit services performed by the independent registered public accounting firm and has considered whether such non-audit services are compatible with maintaining the firm’s independence.

Based on the reviews and discussions referred to above, the Committee recommended to the Board that the audited financial statements be included in the Annual Report on Form 10-K for the year ended December 31, 2021 to be filed with the SEC.

This report is submitted on behalf of the members of the Audit Committee:

Judith Sprieser, Chair

Jay L. Johnson

Gerardo I. Lopez

Courtney R. Mather

 

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PROPOSAL 2—RATIFICATION OF APPOINTMENT OF

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee has appointed PricewaterhouseCoopers LLP (“PwC”) as the Company’s independent registered public accounting firm to audit the consolidated financial statements of the Company for the fiscal year ending December 31, 2022. Representatives of PwC are expected to be present at the Annual Meeting to answer appropriate questions and, if they so desire, to make a statement. If the stockholders should fail to ratify the appointment of the independent registered public accounting firm, the Audit Committee would reconsider the appointment.

The Board unanimously recommends that you vote FOR the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022.

Fees of Independent Registered Public Accounting Firm for 2021 and 2020

The following table sets forth the amount of audit fees, audit-related fees, tax fees, and all other fees billed for services by PwC for the fiscal years 2021 and 2020. All audit and non-audit services provided to the Company by the independent registered public accounting firm are pre-approved by the Audit Committee, and the Audit Committee considers the provision of such non-audit services when evaluating the accounting firm’s independence.

 

Description of Fees   

Amount of Fees
in Fiscal Year 2021

(In millions)

    

Amount of Fees
in Fiscal Year 2020

(In millions)

                         

Audit Fees (1)

       $12.8          $16.3

Audit-Related Fees (2)