NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held On May 9, 2024

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 9, 2024, at 9:00 a.m., Eastern Time (the “Annual Meeting”) at The Westin Atlanta Perimeter North, 7 Concourse Parkway, NE, Atlanta, GA 30328. We anticipate that the meeting will be held in-person.

At the Annual Meeting, you will be asked to:

Only stockholders of record at the close of business on March 12, 2024 may vote at the Annual Meeting or any adjournment or postponement thereof.

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

We appreciate your continued confidence in our Company and look forward to having you join us at 9:00 a.m., Eastern Time on May 9, 2024.

March 27, 2024

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on May 9, 2024.

The Company’s Proxy Statement and 2023 Annual Report to Stockholders are available at WWW.PROXYVOTE.COM

Table of Contents

NEWELL BRANDS INC.

6655 Peachtree Dunwoody Road, Atlanta, Georgia 30328

PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 9, 2024

You are receiving this Proxy Statement (the “Proxy Statement”) and proxy card in connection with the 2024 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 9, 2024 at The Westin Atlanta Perimeter North, 7 Concourse Parkway, NE, Atlanta, GA 30328.

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 27, 2024. 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 12, 2024 are entitled to notice of and to vote at the Annual Meeting. On the record date, approximately 415,161,249 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 regarding how to vote your common stock. Pursuant to the Nasdaq Stock Market LLC (“Nasdaq”) rules, your broker or bank does not have discretion to vote your common stock without your instructions for any of the proposals other than the ratification of the appointment of PricewaterhouseCoopers LLP.

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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 the election of directors, the advisory resolution to approve named executive officer compensation (“Say on Pay”) and the approval of an amendment to the 2022 Incentive Plan (this is also known as “broker non-votes”), and the broker non-votes will have no effect on these proposals. For the approval of an amendment to the Company’s Restated Certificate of Incorporation to include an officer exculpation provision, if you do not provide your broker or bank with instructions, your shares will be considered broker non-votes and will have the effect of a vote against this proposal. If you do not provide your broker or bank with voting instructions, they may choose how to vote your shares on the ratification of the appointment of PricewaterhouseCoopers LLP.

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

How do I vote my shares?

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

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

This Proxy Statement is also being used to solicit voting instructions for the shares of the Company’s common stock held by the trustee of the Newell Brands Employee Savings Plan for the benefit of plan participants. Participants in this plan have the right to direct the trustee regarding how to vote the shares of Company stock credited to their accounts. Unless otherwise required by law, the shares credited to each participant’s account will be voted as directed. Participants in this plan may direct the trustee by telephone, through the Internet or by requesting, completing and returning a voting card. If valid instructions are not received from a Newell Brands Employee Savings Plan participant by 11:59 p.m., Eastern Time on May 6, 2024, 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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Newell Brands Inc.

6655 Peachtree Dunwoody Road

Atlanta, GA 30328

Attention: Corporate Secretary

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

Morrow Sodali LLC

333 Ludlow Street

5th Floor, South Tower

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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How do I submit a stockholder proposal for the 2025 annual meeting?

To be considered for inclusion in next year’s proxy materials, stockholder proposals to be presented at the Company’s 2025 annual meeting of stockholders must be in writing and be received by the Company no later than November 27, 2024. At the 2025 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 8, 2025.

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 2025 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 8, 2025. 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 2025 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 8, 2025. 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 9, 2025 and no later than February 8, 2025. 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 earlier than 120 calendar days prior to and no later than 90 calendar days prior to the one-year anniversary date of the Annual Meeting (for the 2025 Annual Meeting of Stockholders, no

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earlier than January 9, 2025 and no later than February 8, 2025). If the date of the 2025 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 2025 Annual Meeting and the 10th calendar day following the date on which public announcement of the date of the 2025 Annual Meeting is first made.

How do I provide a notice of my intention to present proposals and director nominations at the 2025 annual meeting?

Notices of intention to present proposals and director nominations at the 2025 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.

How can I obtain a copy of the Company’s 2023 annual report on Form 10-K?

A copy of the Company’s 2023 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 and 2023 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 2023 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 2023 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 2023 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 43078, Providence, RI 02940-3078. 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 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 2023 Annual Report before you vote.

This Proxy Statement is intended to be made available to you on or about March 27, 2024.

2024 ANNUAL MEETING OF STOCKHOLDERS

AGENDA ITEMS

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CORPORATE GOVERNANCE HIGHLIGHTS

2024 BOARD COMPOSITION SNAPSHOT

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

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.

During the fall of 2023, the Company conducted outreach with holders of approximately 51% of our common stock. In this process, the Company solicited feedback on the Company’s executive compensation program, as well as governance and sustainability topics. Our outreach on sustainability matters has helped inform some of the initiatives described in our most recent 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.

At the 2023 Annual Meeting of Stockholders, the Say on Pay proposal was approved by approximately 95% of votes cast, including abstentions. The Compensation and Human Capital Committee considered this level of approval to indicate the support of the substantial majority of the Company’s stockholders.

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COMPENSATION HIGHLIGHTS

(See page 31 for our Compensation Discussion and Analysis (“CD&A”) under the section titled “Executive Compensation”)

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PROPOSAL 1—ELECTION OF DIRECTORS

ELECTION OF DIRECTORS

The Board has selected the following eight nominees for election to the Board. Except for Messrs. James P. Keane and Anthony Terry, who were appointed as directors by the Board for terms beginning in January 2024 and February 2024, respectively, each nominee listed below was elected by the stockholders at the 2023 Annual Meeting of Stockholders. The nominees will hold office from their election until the next annual meeting of stockholders, or until their successors are elected and qualified. Each of the Board leadership positions and committee assignments are presented to reflect updates that will be made on May 8, 2024.

Additionally, Messrs. Robert Steele, Courtney R. Mather and Jay L. Johnson will not stand for re-election at the Annual Meeting, as each has informed the Company of their preference to not seek re-election in order to focus on other commitments, and will step down from their positions as directors of the Company at the end of their current term. The Board wishes to thank Messrs. Steele, Mather and Johnson for their distinguished service to the Company.

Proxies will be voted, unless otherwise indicated, FOR the election of all of the eight 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 a vote FOR the election of each nominee for director.

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INFORMATION REGARDING BOARD OF DIRECTORS AND 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 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:

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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. During 2023, Mr. Campbell served as independent non-executive Chairperson until May 16, 2023 after which Mr. Robert Steele began serving in the position. As of May 8, 2024, Ms. Ryan Berman will succeed Mr. Steele as the independent non-executive Chairperson of the Board.

DIRECTOR INDEPENDENCE

Pursuant to the Company’s Corporate Governance Guidelines, the Board undertook its annual review of director independence in 2024. During this review, the Board considered whether or not each director and director nominee 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 independence requirements under the applicable Nasdaq rules.

As a result of these reviews, the Board affirmatively determined that all of the Company’s current non-management directors and non-management director nominees are, and, during their service on the Board in 2023 were, “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. Mr. Peterson is not considered an independent director nominee because of his employment as President and CEO of the Company.

MEETINGS

The Company’s Board held eight meetings during 2023. All directors attended at least 75% of the Board meetings, including the 2023 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 five meetings during 2023 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 a standing Audit Committee, Compensation and Human Capital Committee and Nominating/Governance Committee. During 2023, the Board also had a standing Finance Committee, but such committee was dissolved in February 2024, as the Board determined that its responsibilities were more efficiently carried out by the full Board or, in certain cases, the Audit Committee.

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Audit Committee. The Audit Committee met eight times during 2023. The Board has affirmatively determined that each member of the Audit Committee is an “independent director” for purposes of the Audit Committee under the applicable SEC regulations, the applicable Nasdaq rules and the Company’s Corporate Governance Guidelines.

Audit Committee Members

The Audit Committee:

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Compensation and Human Capital Committee. The Compensation and Human Capital Committee met eight times during 2023. 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:

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 met four times during 2023. 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, the applicable Nasdaq rules and the Company’s Corporate Governance Guidelines.

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The Nominating/Governance Committee is principally responsible for:

Each of the above referenced committees acts pursuant to 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

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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 and governance-related 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 environmental, social and governance-related matters at Newell Brands, please see our most recent Corporate Citizenship Report, available on the Company’s website.

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.

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.

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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 2023 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 has noted the following aspects of the executive compensation program that serve to mitigate any potential risk:

DIRECTOR NOMINATION PROCESS

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

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. As further detailed below, the Company also has a Diverse Slates Policy that applies to director candidates. In selecting director candidates, the Board takes into account the current composition and diversity of the Board (including diversity with respect to race, gender and ethnicity) and the extent to which a candidate’s particular expertise and experience will complement the expertise and experience of other directors.

This year’s director nominees include many current or former CEOs or senior executives of large companies, reflect racial, ethnic and gender diversity and feature several individuals with extensive international experience. The average Board tenure (as of the date of this Proxy Statement) of the directors seeking re-election and director nominees is approximately 3.3 years.

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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 late 2023 and early 2024, 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, 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.

BOARD AND CHAIR REFRESHMENT

In the recent past, the Board has undertaken a series of steps to increase its diversity, refresh its leadership and effectuate succession planning.

DIVERSITY AND INCLUSION

The Nominating/Governance Committee of the Board provides oversight for and routinely reviews the Company’s diversity and inclusion policies and programs.

The Company publicly reports on its diversity and inclusion 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.

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In 2020, the Company adopted a hiring policy for U.S. leadership roles that calls for the consideration 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 policy to filling vacancies on our Board of Directors, should the opportunity arise.

Board Diversity.

Diversity is an important criterion that is factored in when conducting new director recruitment and evaluating the composition and leadership of the Board (and Committees). 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.

Of the eight directors seeking election at the Annual Meeting, five directors, or 62%, reflect gender, racial or ethnic diversity, including three female directors (Mses. Ryan Berman, Sprieser and Stahl) and two male directors (Messrs. Lopez and Terry) who identify as Hispanic or Latinx and African American or Black, respectively.

2024 BOARD COMPOSITION SNAPSHOT

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

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BOARD SKILLS

In 2024, the Nominating/Governance Committee reviewed and evaluated the key experience, qualifications and attributes for Board members and facilitated a self-evaluation of each director’s skills in these categories.

The graphics below depict the percentage of directors serving as of the date of this Proxy Statement, possessing each skill.

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SERVICE ON OUTSIDE BOARDS

Pursuant to the Company’s Corporate Governance Guidelines, directors may serve on the board of directors of other public companies but are required to limit such service to boards of no more than three public companies in addition to the Company’s Board. Additionally, Directors who also serve as the Chief Executive Officer of a public company are expected to serve on no more than one other public company board of directors in addition to the Company’s Board. The Nominating/Governance Committee and the Board considers the nature of and time involved in a Director’s service on other corporate boards as well as their employment status in evaluating the suitability of individual directors for nomination. As of the date of this Proxy Statement, all directors were in compliance with the Company’s standards for service on outside boards.

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:

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

On March 18, 2018, the Company entered into a Nomination Agreement (as amended on April 23, 2018 and February 8, 2023, the “Nomination Agreement”) with Mr. Carl C. Icahn, Mr. Brett Icahn, Mr. Courtney R. 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”). 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 was not able to 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). Between March 2018 and May 2023, Mr. Campbell was an independent nominee of Mr. Carl Icahn, and Messrs. Mather and Brett Icahn served as the Icahn Designees.

As disclosed on a Current Report on Form 8-K filed with the SEC March 15, 2023, Mr. Brett Icahn resigned from the Board on March 13, 2023. Effective March 15, 2023, the Board elected David P. Willetts as a director, pursuant to the terms of the Nomination Agreement (the “Notification Letter”).

As disclosed in a Current Report on Form 8-K filed with the SEC on February 10, 2023, the Company entered into a Letter Agreement, dated February 8, 2023, with the Icahn Group as then composed (the “Letter Agreement”) that amended the Nomination Agreement. Pursuant to the terms of the Letter Agreement and the subsequent Notification Letter, Gary Hu was nominated to stand for election at the Annual Meeting and upon the conclusion of the Annual Meeting, Mr. Campbell was no longer considered a nominee of Carl Icahn (although he remained on the Board as he was re-elected at the Annual Meeting), Mr. Mather ceased to be an Icahn Designee and replaced Mr. Campbell as Carl Icahn’s independent director

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nominee, and Mr. Hu and Mr. Willetts constituted the Icahn Designees. Under the Letter Agreement, it was also agreed that if elected, Mr. Hu would serve on the Finance Committee. Further, the Icahn Group consented in all respects to the designation of Mr. Steele as independent, non-executive Chair of the Board.

As disclosed in a Current Report on Form 8-K filed with the SEC on September 18, 2023, the Nomination Agreement was terminated in all respects on September 15, 2023, and Mr. Hu and Mr. Willetts resigned from the Board on such date.

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COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During 2023, Messrs. Campbell, Craigie, Brett Icahn, Steele and Willets and Mses. Ryan Berman, Sprieser and Stahl served on the Compensation and Human Capital Committee. No member of the Compensation and Human Capital Committee was, during 2023, an officer or employee of the Company or any of its subsidiaries, 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 2023, 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, 2023.

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

Patrick D. Campbell, Chair

Bridget Ryan Berman

Stephanie P. Stahl

Judith A. Sprieser

James P. Keane

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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 2023. During 2023, our named executive officers (“NEOs”) were:

Mr. Peterson served as the Company’s President and Chief Financial Officer until January 9, 2023 and as the Company’s President until May 16, 2023, at which time he began serving as President and Chief Executive Officer. In January 2023, Mr. Erceg joined the Company as Chief Financial Officer. In connection with the implementation of Project Phoenix as described below, in January 2023, Mr. McDermott, previously Business Unit CEO, Commercial Solutions, was named Segment CEO, Home and Commercial Solutions, and Ms. Malkoski, previously Business Unit CEO, Writing and Food, was appointed Segment CEO, Learning and Development. Mr. Saligram retired as the Company’s Chief Executive Officer on May 16, 2023.

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2023 Performance Overview

Progress on the Turnaround Plan.

2023 was a challenging year for the Company, as we continued to be impacted by inflationary pressures, soft global demand, focus by major retailers on the rebalancing of inventory levels, rising interest rates and indirect macroeconomic impacts from global military conflicts. These collective macroeconomic trends, the duration or severity of which are highly uncertain, are rapidly changing the retail and consumer landscape, negatively impacted the Company’s operating results, cash flows and financial condition during 2023 and are expected to persist into 2024.

The Company experienced a leadership transition in 2023, as Mr. Peterson was appointed to serve in the CEO role beginning in May and Mr. Erceg joined the Company as Chief Financial Officer in January. Following a comprehensive assessment of key capabilities, starting in the second quarter of 2023, the Company’s leadership team began implementing an integrated set of new “where to play” and “how to win” strategies designed to enable the Company to leverage the scale of the portfolio, while further building upon its operational foundation and strengthening its front-end capabilities.

As part of its strategy, the Company is focused on:

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The Company is implementing this strategy while continuing to address key challenges such as shifting consumer preferences and behaviors; a highly competitive operating environment; a rapidly changing retail and consumer landscape; continued macroeconomic and geopolitical volatility; a soft macro backdrop; significant inflationary pressures on consumers and an evolving regulatory landscape.

Execution of these strategic imperatives, in combination with other initiatives aimed to build operational excellence, is expected to better position the Company for long-term sustainable growth. One such initiative 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, which completed its first phase go-live during the third quarter of 2022 and its second phase go-live during the first quarter of 2023, was 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 and to drive efficiencies by better utilizing the Company’s transportation and distribution network and consolidating the number of overall distribution sites.

In January 2023, the Company announced a restructuring and savings initiative (“Project Phoenix”) that was designed to strengthen the Company by leveraging its scale to further reduce complexity, streamline its operating model and drive operational efficiencies. Project Phoenix was substantially implemented by the end of 2023 and incorporated a variety of initiatives designed to simplify the organizational structure, streamline the Company’s real estate portfolio, centralize the Company’s supply chain functions, which included manufacturing, distribution, transportation and customer service, transition to a unified One Newell go-to-market model in key international geographies, and otherwise reduce overhead costs.

In May 2023, the Company announced a restructuring and cost savings initiative that is intended to simplify and streamline its North American distribution network (the “Network Optimization Project”) in order to improve the Company’s cost structure and operating margins while maintaining focus on customer and consumer fulfillment. The Company initiated implementation of the Network Optimization Project during the second quarter of 2023 and expects it to be substantially implemented by the end of fiscal year 2024. The Network Optimization Project incorporates a variety of initiatives, including a reduction in the overall number of distribution centers, an optimization of distribution by location, and completion of select automation investments intended to further streamline the Company’s cost structure and to maximize operating performance.

In January 2024, the Company announced an organizational realignment, which is expected to strengthen the Company’s front-end commercial capabilities, such as consumer understanding and brand communication, in support of the “where to play” and “how to win” strategies the Company unveiled in June of 2023. In addition to improving accountability, the Company’s organizational realignment is designed to unlock operational efficiencies and cost savings, reduce complexity and free up funds for reinvestment. As part of the organizational realignment, the Company is making several operating model changes, which entail: standing up a cross-functional brand management organization, realigning business unit finance to

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fully support the new global brand management model, further simplifying and standardizing regional go-to-market organizations, and centralizing domestic retail sales teams, the digital technology team, business-aligned accounting personnel, the Manufacturing Quality team and the Human Resources functions into the appropriate center-led teams to drive standardization, efficiency and scale with a One Newell approach. The Company will also further optimize the Company’s real estate footprint and pursue other cost reduction initiatives. These actions are expected to be substantially implemented by the end of 2024, subject to local law and consultation requirements.

Pay for Performance.

2023 Bonus Plan Results - Corporate

2021–2023 LTIP—Performance Results

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

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Compensation Program Objectives.

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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 interests of stockholders and are good corporate governance practices.

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Determination of Executive Officer Compensation.

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

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In making compensation decisions, the Committee considers several factors including competitive market data, individual and Company performance, skills, experience, complexity and criticality of role and internal pay equity. The Committee does not use a predetermined formula to make its overall decisions, but considers all the above factors. However, in determining the performance-based component of compensation for the Company’s named executive officers in 2023, generally including annual incentive and long-term incentive compensation, the Committee tied payment to adjusted operating cash flow, adjusted earnings per share, adjusted operating income, inventory days on hand, adjusted gross margin, SKU reduction, free cash flow productivity, core sales growth and relative total shareholder return (“TSR”). 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. Similar to 2022, 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 2023, the Committee utilized performance goals at the corporate and segment level for the reduction of SKUs and inventory days on hand to drive cash flow generation, operational discipline and complexity reduction.

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.”

At the 2023 Annual Meeting of Stockholders, the Say on Pay Proposal was approved by approximately 95% of votes cast, including abstentions. The Committee considered this level of approval to indicate the support of the substantial majority of the Company’s stockholders and, accordingly, did not make any changes to its executive compensation programs as a direct result of the vote. During the Fall of 2023 and Winter of 2024, the Company conducted outreach with approximately 51% of stockholders. In this

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process, the Company solicited feedback on the Company’s executive compensation program, as well as governance and sustainability topics. The Company plans to continue to solicit and consider stockholder feedback on these topics in the coming years.

Custom Comparator Group.

With respect to decisions concerning the compensation of the named executive officers in 2023, including setting 2023 LTIP award values, the Committee used the custom comparator group set forth below. The Committee determined to remove from the prior comparator group Coty, Inc., Hasbro, Inc., Tupperware Brands Corporation, and Fortune Brands Home and Security, Inc., and to add Bath and Body Works, Inc., Masco Corporation, Helen of Troy Limited and Stanley Black and Decker, Inc., based on the primary criteria of revenues, market value and type of business. In addition, the Committee determined to remove several non-U.S. companies, specifically Societe Bic, SA, Brother Industries, Ltd., Dorel Industries, Inc., Groupe SEB SA, Henkel AG and Company, KGaA and Koninklijke Philips N.V., primarily due to the differences in pay and governance structures. The Committee considered the companies in the revised custom comparator group to better represent competitors for executive talent and reflect, to varying degrees, companies of similar size, global presence, business complexity and brand recognition. The following 16 companies were in the Company’s custom comparator group for 2023.

2023 Custom Comparator Group

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. In 2023, the Company used competitive practice, peer company and general industry information as a reference for decisions regarding:

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For purposes of evaluating relative TSR for PRSUs awarded under the LTIP in 2023, the Company uses only the following subset of the custom comparator group, which excludes the two non-U.S. companies in the custom comparator group and, the Committee believes, constitutes a better set of comparators for TSR measurement:

2023 TSR Comparator Group

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.

For executive officers, 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 2023 Summary Compensation Table shows the compensation of each named executive officer for the fiscal year ended December 31, 2023.

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 Committee and the independent members of the Board, at the Committee’s recommendation, approved a final target total direct compensation package for 2023 for Mr. Peterson that was in the aggregate 88% at risk and 53% contingent on performance. In addition, in 2023, approximately 80% of target total direct compensation for other named executive officers (on average) was at risk and approximately 50% was contingent upon performance. As a result, realized

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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.

2023 Target Annual Compensation Mix and “Pay at Risk”*

CEO				Other NEOs
		l   88% of annualized target total direct compensation was at risk   l   53% of annualized target total direct compensation was contingent on performance   l   18% of annualized target total direct compensation was tied to achievement of annual incentive goals, and 35% was tied to achievement of long-term incentive goals				l   80% of annualized target total direct compensation for the other NEOs (on average) was at risk   l   50% of annualized target total direct compensation for the other NEOs (on average) was contingent on performance   l   19% of annualized target total direct compensation of the other NEOs (on average) was tied to achievement of annual incentive goals, and 31% was tied to achievement of long-term incentive goals

Consideration of Individual Performance.

As part of the Company’s annual performance evaluation process, the CEO and each named executive officer establish that 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 CEO discusses with the independent members of the Board the CEO’s individual performance objectives and priorities. 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

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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 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, which compensation elements are discussed in more detail below.

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.”

Mr. Peterson’s base salary rate increased from $900,000 to $1,300,000, in May 2023, when he was appointed to the role of CEO of the Company. In February 2023, the Committee increased the base salary rate for each of Mr. McDermott and Ms. Malkoski from $625,000 to $700,000 in connection with their promotions to Segment CEO roles. Mr. Turner also received a base salary increase from $700,000 to $725,000 in February 2023. Mr. Erceg received a base salary rate of $800,000 in connection with his appointment as Chief Financial Officer for the Company. Mr. Saligram did not receive any increase to his base salary in 2023.

Annual Incentive Compensation.

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

In February 2023, the Committee adopted annual incentive targets and performance goals for 2023 awards to be made under the Bonus Plan. A cash incentive payout, measured as a percentage of the executive’s earned base salary, is paid based on the extent to which the performance goals are achieved.

Below is a description of each set of performance goals for the named executive officers, their relative weight and the rationale for using each in 2023.

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For each of the named executive officers, adjusted operating cash flow and adjusted EPS were measured at the total Company level for bonus purposes. The remaining metrics were measured for the total Company for each of Messrs. Peterson, Erceg, Turner and Saligram, for the Home and Commercial Solutions segment for Mr. McDermott and for the Learning and Development segment for Ms. Malkoski.

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The 2023 performance targets and actual performance against these targets for the named executive officers are summarized below.

2023 Bonus Targets and Actual Performance

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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Due to the Company’s circumstances entering 2023, the Committee determined to incentivize cash flow above other considerations in the design of the Bonus Plan metrics, and as a result increased the weight of the adjusted operating cash flow metric by ten percentage points from the prior year. To further incentivize cash flow generation, and considering the need for the Company to reduce inventory levels in 2023, the Committee added goals for inventory days, in lieu of prior year operational metrics for weighted forecast accuracy and productivity savings. The Committee determined to emphasize earnings performance and cost reduction for 2023, given the difficult and unpredictable market conditions facing the Company, and added adjusted operating income and adjusted gross margin goals at the corporate level.

Further, to continue to incentivize revenue growth, in addition to any payout percentage calculated in reference to the applicable metrics above, each of the named executive officers was entitled to earn an additional payout percentage based on the total Company’s core sales growth for the 2023 bonus period (the “Core Sales Growth Supplement”). For this purpose, 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. The additional payout percentages which could be earned are set forth below:

Core sales growth/(decline) for the Company was (12.1)%, below the minimum payout threshold, so none of the named executive officers earned any additional bonus payout for the Core Sales Growth Supplement.

In setting the 2023 performance targets, the Committee considered actual 2022 performance and factored in various business impacts and expected headwinds. The 2023 adjusted operating cash flow target represented a significant increase relative to 2022 actual results. The 2023 target for adjusted earnings per share was set lower than the level of actual performance in 2022, reflecting management’s expectations for the continued normalization of demand versus prior years as well as continued inventory reduction efforts by customers. SKU reduction is a multi-year initiative to drive productivity and improve efficiency, and the 2023 corporate performance goal with respect to SKU reduction continued to reflect reduced opportunities due to lower SKU counts as of the beginning of the new performance period.

Actual Payouts Under Bonus Program.

Actual performance as compared to the targets for the Corporate Performance Goals and Segment Performance Goals is shown in the table above titled “2023 Bonus Targets and Actual Performance.” The table below shows actual bonus payouts for 2023 to the named executive officers and 2023 target payouts as a percentage of their earned base salaries.

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Additional information appears in the “Estimated Possible Payouts Under Non-Equity Incentive Plan Awards” columns of the “2023 Grants of Plan-Based Awards” table.

Mr. Peterson received an increase in target annual incentive percentage from 120% to 150% in May 2023 in connection with his appointment as the Company’s CEO, and his percentage shown above reflects his blended payout percentage for the full year. Each of Mr. McDermott and Ms. Malkoski received an increase in his or her target annual incentive percentage from 65% in 2022 to 85% in 2023 as a result of their promotions to Segment CEO roles. None of the other named executive officers received target annual incentive percentage increases in 2023. There were no discretionary adjustments to any named executive officer’s annual bonus payout for 2023.

Long-Term Incentive Compensation.

Until May 2022, long-term incentive awards were granted pursuant to the Newell Rubbermaid Inc. 2013 Incentive Plan (as amended, the “2013 Incentive Plan”). After the adoption by stockholders on May 5, 2022 of the Newell Brands Inc. 2022 Incentive Plan (the “2022 Incentive Plan”), the Company began granting long term incentive awards under the 2022 Incentive Plan. Long term incentive awards 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, in certain years, stock options, as applicable, 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 2023, the independent members of the Board, on recommendation from the Committee, reduced Mr. Saligram’s LTIP target award value from $7,400,000 to $3,083,333, reflecting pro-ration of the value of his award from the prior year in light of his retirement from the Company in May.

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. Each of Messrs. Turner and McDermott and Ms. Malkoski received an increase in their target LTIP award value for 2023 versus the prior year, reflecting the Committee’s evaluation of their performance in 2022, the critical nature of their roles and, in the case of Mr. McDermott and Ms. Malkoski, their promotions to expanded roles as segment CEOs.

In May 2023, the Company promoted Mr. Peterson to the role of President and CEO. In connection with this appointment, Mr. Peterson received an equity award under the 2022 Incentive Plan having a target value of $3,812,500, consisting of the same relative mix of PRSU and TRSU awards and on the same terms and conditions, including vesting periods and performance criteria, that apply to awards under the 2023 LTIP generally (“Mr. Peterson’s May 2023 Award”). Mr. Peterson’s total in the “2023 LTIP Awards” table below includes Mr. Peterson’s May 2023 Award.

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2023 LTIP Awards.

The annual LTIP target values, PRSU grants and time-based RSU (“TRSU”) grants for each of the named executive officers in 2023 were as follows:

The number of PRSUs and TRSUs granted to each of the applicable named executive officers pursuant to the LTIP in 2023 was derived based on the closing price of the Company’s common stock on the grant date of February 17, 2023 ($14.90) or, in the case of Mr. Peterson’s May 2023 Award, the grant date of May 16, 2023 ($8.75).

The Committee (or in the case of the CEO, the independent members of the Board) adjusted the mix of long-term incentive compensation in 2023 compared to 2022. The Committee did not award stock options under the 2023 LTIP and instead issued awards that were comprised solely of PRSUs and TRSUs as mechanisms to link named executive officer compensation to Company performance, while at the same time providing a more balanced risk profile for the total long term incentive program, creating a greater baseline of equity participation and promoting retention of key executives in light of recent market volatility affecting the value of the Company’s stock.

For each of the named executive officers, 50% of the target value of the 2023 annual LTIP grant was provided in PRSUs, and 50% of the target value was provided in TRSUs. The TRSUs granted to the named executive officers under the 2023 LTIP vest ratably in one-third increments on each of the first, second and third anniversaries of the grant date, subject to continuous employment with the Company.

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The PRSUs granted to the named executive officers under the 2023 LTIP vest on the third anniversary of the date of grant, subject to continuous employment, to the extent the applicable performance criteria are satisfied. The payout under these PRSUs will range from 0% to 200% of the target, depending upon achievement of equally weighted performance goals for free cash flow productivity¹ and annual adjusted EPS performance.² The selection of these metrics for the LTIP reflects the Committee’s emphasis on driving earnings and cash flow generation considering the difficult market conditions facing the Company. For each of these metrics, the total payout percentage applicable to the three-year performance period between January 1, 2023 and December 31, 2025 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. 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.

We do not disclose the specific, forward-looking financial goals that we established for PRSUs granted in 2023 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 2023, 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.

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Prior Year LTIP Awards.

For PRSUs granted pursuant to the LTIP in 2021, the performance metrics were based 50% on the Company’s annual core sales growth and 50% on cumulative free cash flow over a three-year performance period between January 1, 2021 and December 31, 2023, as modified by the Company’s relative TSR

performance during the period, as described below. Payout ranges for each of annual core sales growth and cumulative free cash flow ranged from 0% to 200% depending on the Company’s performance. The total payout percentage applicable to annual core sales growth was set as the equally weighted average of three annual payout percentages, while the payout percentage for cumulative free cash flow was based on the Company’s cumulative performance over the three-year performance period.

Free cash flow targets were set in February 2021. As required by the terms of the 2021 LTIP and underlying RSU award agreements, these free cash flow targets were reduced by $90 million in connection with the Company’s divestiture of businesses during the performance period to exclude the estimated results of divested businesses for the period following divestiture and to reflect the impact of unabsorbed overhead following the divestiture, net of transition service fee recovery, as well as the impact of any use of net proceeds for debt repayment. The free cash flow targets set forth below in the “2021 LTIP Targets and Actual Performance” table reflect such adjustment.

Following the determination of the extent to which the Company achieved its performance goals, a positive or negative adjustment to the payout was to be made based upon a comparison of the Company’s TSR relative to a pre-determined set of comparator group companies listed below (the “2021 TSR Comparator Group”) for the three-year performance period, calculated in the same manner as described above for the 2023 LTIP.

The 2021 TSR Comparator Group* was as follows:

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The Company’s performance against the 2021 LTIP PRSU metrics, as calculated under the LTIP for the performance period beginning in January 2021 and ending December 31, 2023, is summarized below:

2021 LTIP Targets and Actual Performance

Based on the Company’s free cash flow and core sales growth performance as shown above, the PRSUs granted in 2021 under the LTIP to the named executive officers vested at 33.33% in February 2024. 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 realized a 0% payout under either the original or the adjusted targets. The Company’s relative TSR for the three-year performance period placed it ninth of eleven TSR comparators, including the Company, resulting in no TSR adjustment to the total payout level under the 2021 LTIP PRSU awards.

Holders of RSUs, including LTIP awards and any additional awards described below, 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. In January 2023, the Company granted to Mr. Erceg a stock option award for 344,115 shares, with a deemed value of $1 million, in connection with the commencement of his employment as the Company’s Chief Financial Officer. For purposes of this award, the deemed value of an option to purchase one share of Company stock is equal to 20% of the Company’s closing stock price on the grant date. These stock options will cliff vest on the fifth anniversary of the grant date, subject to Mr. Erceg’s continuous employment with the Company. Please see also the sections below titled “2023 Special Incentive Program” and “Prior Year Special Awards” for further information.

2023 Special Incentive Program.

Given the difficult macroeconomic environment, significant decline in the Company’s stock price, high executive retention concerns and the CEO transition occurring in the first half of 2023, the Committee adopted the 2023 SIP in May 2023, as disclosed in a Current Report filed with the SEC on Form 8-K on May 19, 2023. During the first five months of 2023, the Company experienced significant voluntary turnover among its top executives as the macroeconomic environment pressured Company performance and share price, significantly depressing the future payout potential and value of the Company’s long-term incentive awards. During this period, the Company experienced voluntary turnover among its top 60 executives of approximately 15%, or over 40% on an annualized basis, and the Committee was concerned about further turnover due to diminished expected future payouts of outstanding equity awards, as well as the significant devaluation of such awards due to the decline in our stock price. At the same time, the total market for executive talent remained strong, exacerbating the high risk of continued turnover, while the Company

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prepared for a CEO transition and the execution of an aggressive turnaround strategy against a backdrop of macroeconomic uncertainty.

Facing this situation, the Committee adopted the SIP to aid in the retention of key executives and to incentivize performance against multi-year financial goals. The SIP awards were one-time awards designed to address critical executive retention issues, including a lack of holding power from outstanding equity awards. They do not form part of the Company’s annual compensation design going forward, and they were not designed or calculated to make up for low prior bonus or equity payouts. The SIP awards were also designed to offer incentives towards performance against key corporate initiatives. In determining the allocation of award types as part of the SIP, the Committee attempted to balance the need for retention against the need for performance incentives, and to that end all awards to the Company’s CEO and Chief Financial Officer, and half of the awards to the other named executive officers, were made in the form of PRSUs. The Committee believes that the adoption of the SIP was in the best interest of Company shareholders to ensure continuity of leadership and to provide meaningful incentives to return the Company to profitable growth.

Pursuant to the SIP, the Company granted awards to certain key executives (the “SIP Awards”), including each of the named executive officers other than Mr. Saligram, on July 5, 2023. The target value of the SIP Awards to each of the relevant named executive officers was determined by the Committee (or, in the case of Mr. Peterson, the Board). In determining the target value of these awards, the Committee studied the expected future payout and value of outstanding awards relative to the total direct compensation of the individuals, among other factors.

SIP Awards (CEO and CFO) – 100% Performance-Based.

The SIP Awards to Messrs. Peterson and Erceg consist entirely of PRSUs that vest on February 27, 2026, subject to the achievement of the applicable performance goals and continued employment with the Company. The payout under these PRSUs will range from 0% to 200% of the target, depending upon achievement of equally weighted performance goals set by the Committee for gross margin improvement and free cash flow productivity, two financial measures of critical importance to the Company’s turnaround strategy. For these PRSUs, gross margin improvement represents the Company’s adjusted gross margin (calculated in a manner consistent with the Bonus Plan, as described in “Annual Incentive Plan” above) for the year 2025 minus the Company’s adjusted gross margin for 2023, while free cash flow productivity has the same definition as described above in “Annual Incentive Plan” and is measured for two-year period ending December 31, 2025.

SIP Awards (Other NEOs) – 50% Performance-Based.

The SIP Awards to Messrs. Turner and McDermott and Ms. Malkoski consist of PRSUs valued at 50% of the target value, TRSUs valued at 35% of the target value, and a one-time cash bonus equal to 15% of the target value. The PRSUs granted to these named executive officers pursuant to the SIP vest 70% on the two-year anniversary of the grant date and 30% on the three-year anniversary of the grant date, in each case subject to the achievement of the applicable performance measures and continued employment. The payout under these PRSUs will range from 0% to 200% of the target, depending upon achievement of equally weighted performance goals for gross margin improvement in calendar year 2024 versus 2023 and free cash flow productivity during calendar year 2024. The TRSUs granted to these named executive officers pursuant to the SIP will fully vest on the one-year anniversary of the grant date subject to continued employment with the Company. The one-time cash bonuses under the SIP were paid on December 15, 2023 to each of Messrs. Turner and McDermott and to Ms. Malkoski in accordance with the award terms.

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The number of PRSUs and TRSUs granted to each of the applicable named executive officers pursuant to the SIP was derived based on the closing price of the Company’s common stock on the grant date of July 5, 2023 ($8.70). The table below reflects the target value, PRSU grant, TRSU grant and cash bonus, as applicable, for each of the named executive officers pursuant to the SIP:

2024 Executive Compensation Actions.

In its annual review of total direct compensation for the named executive officers during the first quarter of 2024, the Committee and the Board did not approve any base salary increases or any increases to short-term incentive target percentages or long-term incentive target values for the named executive officers relative to final 2023 levels.

Compensation Arrangements and Other Awards.

Mr. Saligram’s Retirement.

Mr. Saligram served as CEO until May 15, 2023 and received compensation consistent with the compensation arrangement set forth in his 2019 offer letter (the “Saligram CEO Offer Letter”). Under the Saligram CEO Offer Letter, in the event of his retirement from the Company or involuntary termination without Good Cause (as defined in the applicable award agreement), in either case after three years of continuous employment with the Company, Mr. Saligram was 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.

In connection with Mr. Saligram’s retirement from the Company on May 16, 2023 (the “Effective Date”), the Company and Mr. Saligram entered into a Retirement Agreement and General Release dated February 8, 2023 (the “Retirement Agreement”), as filed with the SEC on a Current Report on Form 8-K dated February 10, 2023. Pursuant to the Retirement Agreement, Mr. Saligram received or will receive in connection with his retirement certain benefits previously specified in his CEO Offer Letter and by the terms of his outstanding equity-based awards issued by the Company. The Retirement Agreement entitles Mr. Saligram to, among other things, (1) an annual bonus for 2023 under the Bonus Plan, prorated by a fraction, the numerator of which is the number of days in fiscal year 2023 through the Effective Date and the denominator of which is three hundred sixty-five (365), payable in March 2024 (on the basis of actual corporate performance and subject to any adjustments or modifiers based on Company performance under the terms of the Bonus Plan), (2) continued vesting in full of each of his Company stock options that are outstanding on the Effective Date, as provided in the applicable award agreement (without regard to any

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continuous employment requirements), and (3) continued vesting in full of each of his RSUs that are unvested as of the Effective Date, as provided in the applicable award agreements (subject to any applicable performance criteria and without regard to continuous employment requirements). Each of Mr. Saligram’s stock options granted in 2019-2021 will remain exercisable for three years from the later of the Effective Date and the applicable vesting date in accordance with the award terms. His stock options granted in 2022 will remain exercisable until the fifth anniversary of the Effective Date in accordance with the award terms. Mr. Saligram has also agreed to a customary release and restrictive covenants.

Mr. Peterson’s CEO Offer Letter.

In connection with his appointment as President and CEO as of the Effective Date, Mr. Peterson and the Company entered into an offer letter dated February 9, 2023 (the “Peterson CEO Offer Letter”), as filed with the SEC on a Current Report on Form 8-K dated February 10, 2023. Pursuant to the Peterson CEO Offer Letter, Mr. Peterson is entitled to receive the following compensation: (1) an annual salary of $1.3 million commencing on the Effective Date; (2) a target bonus percentage of 150% under the Bonus Plan commencing on the Effective Date; (3) an annual equity-based award with a target value of $7.5 million commencing in 2024; and (4) other benefits, as described in the CEO Offer Letter. For 2023, pursuant to the Peterson CEO Offer Letter, Mr. Peterson received an equity award in February under the LTIP with a value of $3,687,500, based on his prior role with the Company, and an Employment Transition Award on the Effective Date, consisting of 50% PRSUs and 50% TRSUs, with a target value of $3,812,500 and on the same terms and conditions as awards granted under the LTIP for 2023.

As specified in the Peterson CEO Offer Letter, Mr. Peterson will continue to participate in the Newell Brands Inc. Severance Plan, as the same may be amended from time to time (provided, however, that any subsequent amendment to the Severance Plan shall be null and void with respect to Mr. Peterson if it reduces compensation and benefits under the Severance Plan compared to the compensation and benefits available under the Severance Plan on the date of the offer letter).

In addition, the Peterson CEO Offer Letter provides that Mr. Peterson’s equity-based awards granted by the Company after the date of the Peterson CEO Offer Letter will provide for the following benefits should he elect to retire under the Company’s retirement criteria now in effect (i.e., attainment of age 60, or age 55 with 10 years of service) or otherwise be involuntarily terminated (other than a termination by the Company for Good Cause, as defined in the Severance Plan): (i) continued vesting of all outstanding RSUs and stock options without regard to any requirement for continuous employment, but subject to any applicable performance criteria, and (ii) survival of any stock option awards for a period of five years following the later of the date of termination or vesting date, not to exceed the remaining term of the option. Furthermore, in the event of a retirement contemplated above, he will also be entitled to receive his management bonus for the fiscal year in which the retirement occurs, prorated by a fraction, the numerator of which is the number of days in the fiscal year in which the termination occurs through the date of termination and the denominator of which is three hundred sixty-five (365). This partial bonus payment will not be subject to any individual performance modifier but will be paid out on the basis of actual corporate performance levels and will be subject to any adjustments or modifiers based on the Company’s performance under the terms of the Bonus Plan. This partial bonus will be paid at the same time as management bonuses are paid to active Company employees. Mr. Peterson will be required to execute a separation agreement and general release in order to receive such retirement or termination benefits.

Prior Year Special Awards.

In recognition of Ms. Malkoski’s taking on leadership responsibilities for the Writing Business Unit in April 2022 (in addition to maintaining interim responsibility for and oversight of the Food and Home

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Fragrance Business Units), in May 2022 the Committee awarded Ms. Malkoski 3,320 PRSUs, with a target value of $75,000 based on the closing price of the Company’s common stock on the May 5, 2022 grant date. Subject to Ms. Malkoski’s continuous employment with the Company, on the first anniversary of the grant date, one-third of the award would vest if the Writing Business Unit achieved not less than 4.9% core sales growth for 2022, one-third of the PRSU award would vest if the Writing Business Unit achieved adjusted operating income of not less than $615.6 million for 2022, and the remaining one-third of the PRSU award would vest if Ms. Malkoski accomplished the creation and announcement of a separate innovation group for the Writing Business Unit focused on breakthrough and digital innovation and the completion of a strategic gameboard for digital innovation for the business unit, as confirmed by the CEO. For purposes of this PRSU award, the calculation methodology for core sales growth and adjusted operating income is the same as described for the Bonus Plan in the “Annual Incentive Compensation” section above. In February 2023, the Committee determined that Ms. Malkoski met the criteria for the vesting of one-third of the award, as she had satisfied the performance condition tied to the innovation group and gameboard, but that the Writing Business Unit did not achieve the required levels of core sales growth and adjusted operating income in 2022 for the remainder of the award. As a result, Ms. Malkoski received 1,106 shares, representing one third of the total award, when it vested in May 2023.

In February 2020, the Committee awarded 20,000 PRSUs to each of Mr. McDermott and Ms. Malkoski in connection with the commencement of their employment with the Company. Each of these awards was scheduled to vest in February 2023, subject to continuous employment with the Company and achievement of each of the following performance criteria:

In February 2023, the Committee determined that neither of the two performance criteria set forth in Mr. McDermott’s award, and neither of the two performance criteria set forth in Ms. Malkoski’s award, were satisfied, and as a result each of Mr. McDermott and Ms. Malkoski did not receive any shares of common stock pursuant to the award. For purposes of these special PRSU awards, core sales growth was calculated in a manner consistent with the Bonus Plan, as described in “Annual Incentive Plan”, with any movement of a product line or category between business units of the Company treated as an acquisition or divestiture. Direct operating margin for purposes of this award was defined as the business unit’s direct operating income divided by its net sales, calculated using budgeted foreign exchange rates and excluding corporate allocations and items excluded from the Company’s adjusted earnings per share calculation.

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. The Company’s policy is that, except for new hires and certain promotions, all other equity awards to named executive officers will be approved by the Committee only at quarterly meetings of the Committee or the Board.

Executive Compensation Recoupment Policy.

Effective November 7, 2023, upon recommendation of the Committee, the Board adopted the Newell Brands Inc. Executive Compensation Recoupment Policy (the “Clawback Policy”), incorporating the

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requirements of Rule 10D-1 (the “Clawback Rule”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the relevant Nasdaq listing standards. Pursuant to the Clawback Policy, in the event that the Company is required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under securities laws, the Company will recover, reasonably promptly, any covered incentive-based compensation received by an executive officer (or other individual who is an officer for purposes of Section 16 of the Exchange Act) during the three preceding completed fiscal years, to the extent such compensation exceeds the amount that otherwise would have been received based on the restated amounts, computed without regard to any taxes paid. The Clawback Policy covers compensation that is granted, earned, or vested based wholly or in part upon the attainment of any measure that is determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any measures that are derived wholly or in part from such measures, including stock price and total shareholder return.

The Company is required to recover all applicable compensation received by a covered officer in the event of an accounting restatement described above, unless the Committee has determined that recovery would be impracticable in accordance with Rule 10D-1 under the Exchange Act, and one of the specified clawback exceptions under the Clawback Policy applies.

The Clawback Policy applies to incentive-based compensation received by covered officers after October 2, 2023. Incentive-based compensation received by the Company’s executive officers prior to such date remains subject to the Company’s prior Policy Regarding Executive Compensation Recoupment. Under such prior 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.

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

Until the ownership level is met, executives are required to retain 75% of the net after-tax shares received from the vesting of RSUs. This requirement does not limit an executive’s ability to sell shares in connection with an option exercise. To the extent that at any time the executive holds a number of shares

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sufficient to meet the target value based on the then current valuation, such individual shall be deemed to meet the target at all times thereafter to the extent he or she retains not less than that number of shares. 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 “2022 Nonqualified Deferred Compensation” for a more detailed discussion of the supplemental retirement benefits to which certain named executive officers are entitled.

The Company maintains the Newell Brands Supplemental Employee Savings Plan (the “Supplemental ESP”), 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 “2023 Summary Compensation Table” and the related footnotes and narrative discussion.

Benefits for the Named Executive Officers

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

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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, the 2013 Incentive Plan and 2022 Incentive Plan and/or the terms of their RSU agreements and stock option agreements, or, in Mr. Saligram’s case, the Retirement Agreement, as applicable. Please see the caption “Potential Payments Upon Termination or Change in Control of the Company” 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 RSU agreements and stock option agreements are appropriate given that the RSU and stock option 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 Newell Brands Executive Severance Plan (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. 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).

As of the date of this Proxy Statement, all of the Company’s named executive officers other than Mr. Saligram participate in the Severance Plan. For additional information about the Severance Plan, see the description in section titled “Potential Payments Upon Termination or Change in Control of the Company” below.

Pursuant to the terms of the CEO Offer Letter, Mr. Saligram’s participation in the Severance Plan ended after three years of continuous employment with the Company in October 2022 (subject to a 90-day notice requirement for termination without cause thereafter). In connection with his retirement on May 16, 2023, Mr. Saligram is entitled to the benefits specified in the Retirement Agreement described above under the subsection “Mr. Saligram’s Retirement.”

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EXECUTIVE COMPENSATION TABLES

2023 Summary Compensation Table

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2023 Grants of Plan-Based Awards