DEF 14A of Spectrum Brands Holdings, Inc., Jul 5, 2024

DEF 14A of Spectrum Brands Holdings, Inc.

Filed Jul 5, 2024 · FY20230000109177-24-000029

Open on EDGAR

  1. Who are the nominees for election and what would be the size and composition of the Board and its standing committees following their election?

    Who are the nominees for election and what would be the size and composition of the Board and its standing committees following their election? At this Annual Meeting, the nominees for election are Mses. James and Chow, and Messrs. Campbell, Rovit, Patel, Maura and Polistina. See “Directors, Executive Officers and Corporate Governance” for our nominees’ biographical information. If Proposal 1 (election of directors) is approved, the Board will consist of seven directors and will not have any vacancies. As of the date hereof, Mses. James and Chow, and Messrs. Campbell, Rovit, Patel and Polistina are “independent” directors under the applicable SEC rules, the New York Stock Exchange (the “NYSE”) Listed Company Manual and other rules (together, the “NYSE Rules”) and the Company’s Corporate Governance Guidelines. As of the date hereof, our Audit Committee is comprised of Messrs. Patel (Chair), Campbell and Rovit and Ms. Chow. Each of Messrs. Patel, Campbell and Rovit and Ms. Chow qualifies as an “audit committee financial expert,” as defined by Item 407(d)(5)(ii) of Regulation S-K. As of the date hereof, our Compensation Committee is comprised of Messrs. Polistina (Chair) and Patel and Ms. James. As of the date hereof, our Nominating and Corporate Governance Committee (our “NCG Committee”) is comprised of Ms. James (Chair) and Messrs. Polistina and Rovit.

  2. Our Board of Directors

    Our Board of Directors In accordance with our By-Laws and our Amended and Restated Certificate of Incorporation (our “Charter”), our Board currently consists of seven members that are currently divided into three classes (designated as Class I, Class II and Class III, respectively). In August 2021, at our annual stockholders’ meeting, our stockholders approved an amendment to our Charter to declassify our Board. We are two-thirds of the way completed in the de-classification process, which we expect to complete at this 2024 annual stockholders meeting. Pursuant to such charter amendment (i) our current Class I directors stood for election at our 2022 annual meeting and have stood, and will continue to stand, for election for one-year terms thereafter, (ii) our current Class II directors stood for election at our 2023 annual meeting and will stand, for election for one-year terms thereafter and (iii) our current Class III directors will stand for election at the Annual Meeting and will stand for election for one-year terms thereafter. Following the Annual Meeting, all of our directors will stand for election for one-year terms thereafter and our Board will be fully declassified. Our NCG Committee considers and chooses nominees for our Board with the primary goal of presenting a diverse and well-qualified slate of candidates who will serve the interests of our Company and our shareholders, taking into account the attributes of each candidate’s professional skill set and credentials, as well as gender, age, ethnicity and personal background. In evaluating nominees, our NCG Committee reviews each candidate’s background and assesses each candidate’s independence, skills, experience and expertise based upon a number of factors. We seek directors with the highest professional and personal ethics, integrity and character who have experience at the governance and policy-making level in their respective fields. Our NCG Committee reviews the professional background of each candidate to determine whether each candidate has the appropriate experience and ability to effectively make important decisions as a member on our Board. Our NCG Committee also determines whether a candidate’s skills and experience complement and enhance the collective skills and experience of our existing Board Members.

  3. Director Biographies

    Director Biographies Set forth below are biographies for each of our director nominees and continuing directors, accompanied by descriptions of some of their key skills and experiences. The absence of any given category of key skills or experiences from the list preceding a director’s biography does not necessarily signify a lack of qualification in any such category. Following this Annual Meeting, all of our directors will stand for election for one-year terms thereafter and our Board will be fully declassified. Directors Nominees:

  4. Director Biographies

    | Sherianne James | | | Independent Director since: October 2018 Age: 55 Race/Ethnicity: African American Gender: Female Assignments/Committees: •NCG Committee (Chair) •Compensation Committee | Sherianne James was appointed to our Board in October 2018. Ms. James has served as Chief Marketing Officer of Essilor of America since August 2017 and SVP of Customer Engagement since March 2020, and previously was Vice President, Consumer Marketing for the company since July 2016. From February 2011 to July 2016, she held positions of increasing responsibility in marketing and operations for Transitions Optical, a division of Essilor of America, culminating in her role as Vice President of Transitions Optical from April 2014 to July 2016. From July 2005 through December 2010, Ms. James was Senior Marketing Manager for Russell Hobbs/Applica. She previously held a number of key project manager, research manager and brand manager positions with Kraft Foods, Inc. and, later, Kraft/Nabisco Foods from June 1995 to June 2005. Ms. James earned a B.S. degree in chemical engineering from the University of Florida in 1994 and an MBA from Northwestern University’s Kellogg Graduate School of Management in 2002. Ms. James currently serves as Chair of our NCG Committee and is a member of our Compensation Committee. See table on page 14 for Ms. James’ key skills and experiences. |

  5. Director Biographies

    | Leslie L. Campbell | | | Independent Director since: April 2021 Age: 64 Race/Ethnicity: African American Gender: Male Assignments/Committees: • Audit Committee | Leslie L. Campbell was appointed to our Board in April 2021. Since 2015, Mr. Campbell has been the owner and Chief Executive Officer of Campbell & Associates LLC, a product development and engineering company. From 2013 to 2015, he served as Executive Vice President at AAMP Global, a vehicle technology company where he was responsible for engineering, research and development, new product development and operations. From 2002 to 2013, Mr. Campbell served in various senior roles of increasing responsibility in the engineering department for Applica Consumer Products, including serving the last six years of his tenure as Vice President of Engineering Quality and Regulatory where he was responsible for the design and development of new products and the maintenance of existing core product lines. From 1999 to 2002, Mr. Campbell served as Chief Engineer for B/E Aerospace where he was responsible for the design and development of galley products for commercial airlines. From 1995 to 1999, Mr. Campbell served as a Senior Research Engineer for Baker Hughes. From 1990 to 1995, he served as Senior Engineer at the Johnson Space Center (NASA) and from 1989 to 1990 he was a Senior Engineer at General Electric - Aerospace Division. Mr. Campbell received an undergraduate degree in engineering from the University of Florida. Mr. Campbell currently serves as a member of our Audit Committee. See table on page 14 for Mr. Campbell’s key skills and experiences. |

  6. Director Biographies

    | Joan Chow | | | Independent Director since: April 2021 Age: 63 Race/Ethnicity: Asian Gender: Female Assignments/Committees: •Audit Committee | Joan Chow was appointed to our Board in April 2021. From February 2016 until October 2021, Ms. Chow served as Chief Marketing Officer of the Greater Chicago Food Depository. From 2007 to August 2015, Ms. Chow was the Executive Vice President and Chief Marketing Officer at ConAgra Foods, Inc. ConAgra Foods, now known as Conagra Brands, is one of North America’s leading packaged food companies. Prior to joining ConAgra in 2007, Ms. Chow was employed for nine years with Sears Holdings Corporation in various marketing positions of increasing responsibility, having served as Senior Vice President/Chief Marketing Officer of Sears Retail immediately prior to taking the position with ConAgra. Prior to that, she served in executive positions with Information Resources Inc. and Johnson & Johnson Consumer Products, Inc. Ms. Chow is a director at Energy Recovery, Inc., where she is on the Audit Committee and chairs the Compensation Committee, and is a director at High Liner Foods, where she chairs the Audit Committee. She has previously served as Chair of the Compensation Committee and a member of the Governance Committee at Welbilt Inc., and as a director of The Manitowoc Company, RC2 Corporation and Feeding America. Ms. Chow has an M.B.A. from the Wharton School of the University of Pennsylvania and a B.A. with distinction from Cornell University. Ms. Chow currently serves as a member of our Audit Committee. See table on page 14 for Ms. Chow’s key skills and experiences. |

  7. Director Biographies

    | Hugh R. Rovit | | | Independent Director since: July 2018 Age: 63 Race/Ethnicity: Caucasian Gender: Male Assignments/Committees: •Audit Committee •NCG Committee | Hugh R. Rovit was appointed to our Board in July 2018. Mr. Rovit is currently Chief Executive Officer of Pegasus Home Fashions, a leading manufacturer of bed pillows and utility bedding products. Mr. Rovit previously served as Chief Executive Officer of MISSION, a leader in cooling and heat-relief solutions from May 2022 to October 2023 as well as Chief Executive Officer of S’well, Inc., a global manufacturer and marketer of reusable stainless-steel bottles and accessories from February 2020 until its sale to a strategic competitor in March 2022. Prior to that time, Mr. Rovit served as Chief Executive Officer of Ellery Homestyles, a leading supplier of branded and private label home fashion products to major retailers offering curtains, bedding, throws, and specialty products, from May 2013 until its sale in September 2018 to a strategic competitor. Previously, Mr. Rovit served as Chief Executive Officer of Sure Fit, Inc., a marketer and distributor of home furnishing products from 2006 until its sale to a strategic competitor in December 2012 and was a Principal at turnaround management firm Masson & Company from 2001 through 2005. Previously, Mr. Rovit held the positions of Chief Financial Officer of Best Manufacturing Inc., a manufacturer and distributor of institutional service apparel and textiles, from 1998 through 2001 and Chief Financial Officer of Royce Hosiery Mills. Inc., a manufacturer and distributor of men's and women's hosiery. from 1991 through 1998. Mr. Rovit is also a director of GSC Technologies, Inc. and previously served as a director of PlayPower Inc., Nellson Nutraceuticals, Inc., Kid Brands Inc., Atkins Nutritional, Inc., Oneida, Ltd., Cosmetic Essence, Inc., Xpress Retail and Twin Star International. Mr. Rovit received his B.A. degree from Dartmouth College and has an MBA from Harvard Business School. Mr. Rovit is a member of our Audit Committee and NCG Committee. See table on page 14 for Mr. Rovit’s key skills and experiences. |

  8. Director Biographies

    | Gautam Patel | | | Independent Director since: October 2020 Age: 52 Race/Ethnicity: Asian Gender: Male Assignments/Committees: •Audit Committee (Chair) •Compensation Committee | Gautam Patel was appointed to our Board in October 2020. Mr. Patel has served as Managing Director of Tarsadia Investments, a private investment firm based in Newport Beach, California, since 2012. In that role, Mr. Patel has led a team of investment professionals to identify, evaluate and execute principal control equity investments across sectors including life sciences, financial services and technology. Prior to joining Tarsadia, Mr. Patel served as Managing Director at Lazard from 2008 to 2012, where he led financial and strategic advisory efforts in sectors including transportation and logistics, private equity and healthcare. Prior to that, Mr. Patel served in a variety of advisory roles at Lazard from 1999 to 2008, including restructuring, bankruptcy and corporate reorganization assignments in 2001 and 2008. From 1994 to 1997, Mr. Patel was an Analyst at Donaldson, Lufkin & Jenrette, where he worked on mergers and acquisitions as well as high-yield and equity financings. Mr. Patel is currently a Board Member of Amneal Pharmaceuticals (NYSE: AMRX) Mr. Patel also serves on the board of Casita Maria Center for Arts and Education, a New York-based nonprofit organization which aims to empower children through arts-based education. Mr. Patel received a B.A. from Claremont McKenna College, a B.S. from Harvey Mudd College, an MSc from the London School of Economics and an MBA from the University of Chicago. Mr. Patel currently serves as Chair of our Audit Committee and as a member of our Compensation Committee. See table on page 14 for Mr. Patel’s key skills and experiences. |

  9. Director Biographies

    | David M. Maura | | | CEO & Chairman of the Board of Directors since: July 2018 Age: 51 Race/Ethnicity: Caucasian Gender: Male Assignments/Committees: None. | David M. Maura was appointed our Executive Chairman and our Chief Executive Officer in July 2018. Previously, he had served as the Executive Chairman, effective as of January 2016. Prior to such appointment, Mr. Maura served several roles at SPB Legacy, including Executive Chairman, non-Executive Chairman and Chief Executive Officer. Mr. Maura was a Managing Director and the Executive Vice President of Investments at HRG Group from October 2011 until November 2016 and had been a member of HRG Group’s board of directors from May 2011 until December 2017. Mr. Maura previously served as a Vice President and Director of Investments of Harbinger Capital Partners LLC from 2006 until 2012. Prior to joining Harbinger Capital in 2006, Mr. Maura was a Managing Director and Senior Research Analyst at First Albany Capital, Inc., where he focused on distressed debt and special situations, primarily in the consumer products and retail sectors. Prior to First Albany, Mr. Maura was a Director and Senior High Yield Research Analyst in Global High Yield Research at Merrill Lynch & Co. Previously, Mr. Maura was a Vice President and Senior Analyst in the High Yield Group at Wachovia Securities, where he covered various consumer product, service and retail companies. Mr. Maura began his career at ZPR Investment Management as a Financial Analyst. Mr. Maura served as Chairman, President and Chief Executive Officer of Mosaic Acquisition Corp. (“Mosaic”) from October 2017 to January 2020, and served as outside director of Vivint Smart Home, Inc. (Mosaic’s successor) from January 2020 until March 2020. He previously served on the boards of directors of Ferrous Resources, Ltd., Russell Hobbs and Applica. Mr. Maura received a B.S. degree in business administration from Stetson University and is a CFA charter holder. See table on page 14 for Mr. Maura’s key skills and experiences. |

  10. Director Biographies

    | Terry L. Polistina | | | Independent Director since: July 2018 Age: 60 Race/Ethnicity: Caucasian Gender: Male Assignments/Committees: •Lead Independent Director •Compensation Committee (Chair) • NCG Committee | Terry L. Polistina was appointed to our Board in July 2018. Since July 2018, Mr. Polistina has also served as the Lead Independent Director of the Board. Mr. Polistina served as the President, Small Appliances of SPB Legacy beginning in June 2010 and became President - Global Appliances of SPB Legacy in October 2010 until September 2013. Prior to that, Mr. Polistina served as the Chief Executive Officer and President of Russell Hobbs from 2007 until 2010. Mr. Polistina served as Chief Operating Officer at Applica from 2006 to 2007 and Chief Financial Officer from 2001 to 2007, at which time Applica combined with Russell Hobbs. Mr. Polistina previously served as a director of privately held Entic, Inc. Mr. Polistina received an undergraduate degree in finance from the University of Florida and holds an MBA from the University of Miami. Mr. Polistina is the Chair of our Compensation Committee, is a member of our NCG Committee and serves as the Lead Independent Director of the Board. See table on page 14 for Mr. Polistina’s key skills and experiences. |

  11. Director Compensation

    Director Compensation Our Compensation Committee is responsible for approving, subject to review by our Board as a whole, compensation programs for our non-employee directors. In that function, our Compensation Committee considers market and peer company data regarding director compensation and annually evaluates the Company’s director compensation practices in light of that data and the characteristics of the Company as a whole, with the assistance of its independent compensation advisors. Our director compensation program for each non-employee director is described in the table and discussion below. Mr. Maura, our only director who is an employee of the Company, does not receive compensation for his service as a director.

  12. Director Compensation Table for Fiscal 2023

    Director Compensation Table for Fiscal 2023 Under our director compensation program, during each fiscal year, each non-employee director receives an annual grant of RSUs equal to that number of shares of the Company’s common stock with a value on the date of grant of $125,000. Additionally, each director is eligible to receive an annual cash retainer of $105,000 which is paid in equal, quarterly payments. The Lead Independent Director (Mr. Polistina) receives an additional annual cash retainer of $40,000 and an additional annual equity retainer amount of $20,000. Directors are permitted to make an annual election to receive all of their director compensation (including for service on committees of our Board) in the form of Company stock awards in lieu of cash. For Fiscal 2023, the grants of RSUs were made on November 25, 2022. All such RSUs vested on October 1, 2023. For Fiscal 2023, compensation for service on the standing committees of our Board, was paid in an annual amount as follows below.

  13. Director Compensation Table for Fiscal 2023

    | Committee | Chair Annual Retainer | Member Annual Retainer | | Audit | $20,000 | N/A | | Compensation | $15,000 | N/A | | NCG | $15,000 | N/A |

  14. Director Compensation Table for Fiscal 2023

    The table set forth below, together with its footnotes, provides information regarding compensation paid to our directors in Fiscal 2023.

  15. Director Compensation Table for Fiscal 2023

    | Name(1) | Fees Earned or Paid in Cash | Stock Awards(2)(3) | All Other Compensation(4) | Total | | Sherianne James | $— | $245,016 | $3,014 | $248,030 | | Terry L. Polistina | $— | $304,975 | $1,784 | $306,759 | | Hugh R. Rovit | $— | $229,976 | $2,830 | $232,806 | | Gautam Patel | $— | $249,996 | $3,076 | $253,072 | | Leslie L. Campbell | $— | $229,976 | $1,925 | $231,901 | | Joan Chow | $— | $229,976 | $1,537 | $231,513 |

  16. Director Compensation Table for Fiscal 2023

    ____________ (1)This table includes only directors who received compensation during Fiscal 2023. (2)Amounts in this column represent the aggregate grant date fair value of each award computed in accordance with FASB ASC Topic 718. The value was computed by multiplying the number of shares underlying the stock award by the closing price per share of the Company’s common stock on each grant date (or, as applicable, the last trading date immediately prior to the grant date if the grant date fell on a date when the New York Stock Exchange was closed), which was $49.80 for grants made on November 25, 2022. The directors received the following number of RSUs, which vested on October 1, 2023: Mr. Campbell, 4,618; Ms. Chow, 4,618; Ms. James, 4,920; Mr. Patel, 5,020; Mr. Polistina, 6,124; and Mr. Rovit, 4,618. (3)As of September 30, 2023, Mses. Chow and James held 4,618 and 4,920 outstanding unvested RSUs, respectively, and Messrs. Campbell, Patel, Polistina and Rovit held 4,618, 5,020, 6,124 and 4,618 outstanding unvested RSUs, respectively. (4)Reflects dividend equivalents paid in cash on RSUs that vested during Fiscal 2023 and which were not factored into the grant date fair value of the RSUs.

  17. Continued Focus on Executive Compensation Practices

    Continued Focus on Executive Compensation Practices Our compensation program has continued to evolve since the HRG Merger as our Compensation Committee has considered practices for our Company, business and market at different times, resulting in what it considers best practices described below. Our Compensation Committee continues to evaluate appropriate types and amounts of compensation opportunities for our executive officers each year. Our CEO continues to retain outstanding stock options that were granted to him by HRG Group during the time he was an employee of HRG Group. These options became Company options as a result of the HRG Merger but were not granted for service to Spectrum Brands and were granted by a different Board and Compensation Committee to obtain a different set of business objectives prior to the HRG Merger. These options are further described on page 66 in “Executive Compensation Tables—Outstanding Equity Awards at the End of Fiscal 2023”. These options will expire if not exercised prior to their respective expiration dates. Accordingly, Mr. Maura exercised some of his HRG Group options in Fiscal 2021 and Fiscal 2024 and may exercise his remaining HRG Group options in the future; although 64,142 options expired on November 29, 2023 and were not exercised. As a result of Mr. Maura’s exercise of these HRG Group options, some of the value that Mr. Maura receives in the years of exercise does not reflect the decisions our Compensation Committee has made since the HRG Merger and more recently as we continue to review and consider appropriate types and amounts of compensation. During fiscal 2023, particular considerations include: Reasonable CEO Pay. Our CEO’s total compensation for Fiscal 2023 increased less than 10% from his total compensation in Fiscal 2022, as shown in the Summary Compensation Table below. The increase was primarily due to the fact that he earned an annual cash bonus for Fiscal 2023 based on our performance against preset performance metrics, whereas he did not receive a bonus in Fiscal 2022. The Compensation Committee continues to consider the appropriate grant date value of his equity awards each year as we have moved further away from 2020, when compensation reflected an earlier award made during the transition of our compensation practices from a “controlled company” majority owned by HRG to a fully independent company with appropriately suited long-term compensation practices. •Although our CEO’s equity award grant date value for Fiscal 2023 (at target) was approximately $5.4 million based on the November 25, 2022 closing price of $49.80 per share, the actual realized value of the award will depend on a combination of the stock price at vesting (which will not occur until December 2025), his continued employment and, for a majority of the award, our achievement of financial performance goals. For example, as shown in the Outstanding Equity Awards table on page 66, the value of this award at fiscal year-end had increased because of our stock price increase, but our CEO has not actually realized any value on the award. •Most of the value of the equity award granted to our CEO during Fiscal 2023 remains subject to achieving the performance criteria over a three-year period described below. •No portion of the Fiscal 2023 LTIP awards (the RSUs or PSUs) is eligible for vesting until December 2025. •Cash Bonuses Based on Actual Performance. Consistent with our compensation philosophy that NEO compensation is tied to the company’s performance, no cash bonuses were paid to any of our NEOs under our MIP for Fiscal 2022 because we did not meet the minimum preset performance levels. For Fiscal 2023, we paid cash bonuses to our NEOs under our MIP below target level based on preset performance levels, which further shows that incentive compensation is truly at risk. •Reduced Executive Group and Board. As a result of our efforts to consolidate, reduce costs and increase efficiency, we have substantially reduced company headcount, including terminating two of our NEOs without "Cause," resulting in severance payments only as required by their pre-existing agreements, as further described below. We also reduced the size of our Board from nine to seven members. •Responsiveness to Shareholders. As described below, we engage with our shareholders and periodically make responsive changes to our executive compensation program to ensure it is aligned with our business objectives. For example, for Fiscal 2023, we modified our performance metrics under our MIP so that there is only one remaining overlapping performance metric between our MIP and our PSUs - Adjusted EBITDA. We believe keeping Adjusted EBITDA as a performance metric for both our MIP and our PSUs remains appropriate because Adjusted EBITDA is such an important financial metric, the MIP measures one-year results while the PSUs measure three-year results, and we believe our shareholders benefit by the focus on this metric.

  18. Fiscal 2023 Executive Compensation Overview

    Fiscal 2023 Executive Compensation Overview Our Fiscal 2023 executive compensation program includes base salary, annual bonus (MIP) and the long-term bonus (LTIP) program. We believe that our executive compensation program is in-line with our peers and shareholder expectations. The components are designed after taking into account shareholder feedback based on our robust outreach efforts. During Fiscal 2023, none of our NEOs received increases in base salaries or annual bonus targets.

  19. Our Compensation Governance Best Practices

    | What We Don’t Do | | | X We do not provide any gross-ups for golden parachutes or upon a change-in control. X We do not make loans to executive officers or directors. X We do not allow our NEOs to purchase stock of the Company on margin, enter into short sales or buy or sell derivatives in respect of securities of the Company. X We do not provide immediate vesting on equity based awards and have committed to one-year minimum vesting requirement for all awards granted under the Spectrum Brands Holdings, Inc. Amended and Restated 2020 Omnibus Equity Plan (the “2020 Equity Plan”), subject to limited exceptions. X We do not grant discounted options and our 2020 Equity Plan prohibits repricing of stock options without shareholder approval. | X We do not provide for accelerated vesting of equity upon retirement for our NEOs. X We do not provide for single-trigger vesting of equity. X We do not provide excessive perquisites, and our NEOs do not participate in defined benefit pension plans or nonqualified deferred compensation plans. X We do not guarantee minimum bonuses to our NEOs. X We do not pay any dividends on unearned and unvested equity awards, unless and until earned and vested. Our 2020 Equity Plan explicitly prohibits the payment of dividends or dividend equivalents on unvested equity awards until the awards are earned and vested. X We do not reprice options. |

  20. Our Compensation Decision Making Process

    Our Compensation Decision Making Process Our Compensation Committee engages in a robust process in making compensation decisions. In Fiscal 2023, our Compensation Committee retained WTW as its independent consultant to assist in formulating and evaluating executive and director compensation programs. In addition, our Compensation Committee consulted with our CEO regarding the Company’s compensation plans and performance targets, however, our CEO did not participate in any discussions with respect to his own compensation. From time to time, our Compensation Committee also consulted with other senior executives of our Company and outside counsel. WTW provided advice on the executive compensation implications of changes to our business (including our Global Productivity Improvement Plan, as well as demand and supply interruptions), our corporate governance and compensation structure and the philosophy of our executive compensation plans. During Fiscal 2023, our Compensation Committee periodically requested WTW to: •Provide comparative market data for our peer group and other groups on request, with respect to compensation matters. •Analyze our compensation and benefit programs relative to our peer group, including our mix of performance-based compensation, non-variable compensation and the retentive features of our compensation plans in light of the Company’s strategies and prospects. •Review the plan designs, including the performance metrics selected, for our various incentive plans and make recommendations to our Compensation Committee on appropriate plan designs to support the overall corporate strategic objectives. •Advise our Compensation Committee on compensation matters and management proposals with respect to compensation matters. •Assist in the preparation of our Compensation Discussion and Analysis disclosure and related matters. •On request, participate in meetings of our Compensation Committee. In order to encourage an independent viewpoint, our Compensation Committee and its members (i) had access to WTW at any time without management present and (ii) consulted from time to time with each other, other non-management members of our Board and WTW without management present. WTW, with input from management and our Compensation Committee, developed a peer group of companies based on a variety of criteria, including type of business, revenue, assets and market capitalization. The composition of this peer group is reviewed annually and, if appropriate, revised based on changes in business orientation of peer group companies, changes in financial size or performance of the Company and the peer group companies and any mergers, acquisitions, spin-offs or bankruptcies of the companies in the peer group or changes at our Company. WTW reviewed this peer group and confirmed that there were no changes for Fiscal 2023. For Fiscal 2023, the peer group utilized consisted of the following 14 companies:

  21. Base Salary

    | Purpose: | •Forms basis for competitive compensation package, which may be increased from time to time. | | Operation: | • Base salary reflects competitive market conditions, individual performance and internal parity | | Performance Measures: | • Performance of the individual is considered by the Compensation Committee, which is advised by its independent compensation consultant, when setting and reviewing base salary levels and continued employment |

  22. MIP Bonus

    MIP Bonus

  23. MIP Bonus

    | Purpose: | •Motivate achievement of strategic priorities relating to key annual financial metrics | | Operation: | • Target bonus opportunities are determined by competitive market practices and internal parity •Actual bonus payouts, which can range from 0-250% of target for the CEO and 0-200% of target for our other NEOs, are determined based on performance •No bonus is paid if the relevant performance metrics are not achieved | | Performance Measures: | •For the Fiscal 2023 grants, based on equally weighted Adjusted EBITDA, Adjusted Average Inventory Turns and Net Sales over the one-year performance period, and the achievement of the goals of each metric is determined and earned independently of one another. We replaced Free Cash Flow with Adjusted Average Inventory Turns in order to further differentiate between our performance programs and because we believe this metric is a good reflection of the Company’s financial health and performance. In particular, including inventory turns resulted in a metric that encourages alignment of our operations with sales by not only focusing on right-sizing our supply chain to more accurately align production with sales, but also enables us to better focus our efforts on the products our customers want from us. We made these changes to further align our compensation practices to the feedback we received from our shareholders. •Each award is entirely (100%) performance-based based on achievement of financial metrics established at the beginning of the performance period. |

  24. LTIP: RSUs and PSUs

    LTIP: RSUs and PSUs

  25. LTIP: RSUs and PSUs

    | Purpose: | •Align compensation with key drivers of the business and encourage achievement of significant and sustained improvements in performance and strategic initiatives over the long term. •Encourage focus on long-term shareholder value creation. | | Operation: | • Target opportunities are determined by competitive market practices and internal parity. • Actual payouts on the 70% performance-based component (PSUs) can range from 0-125% of target for all executives. • No PSUs to become vested if relevant performance metrics are not achieved. • The remaining 30% time-based component (RSUs) of the award is not variable in terms of the number of shares eligible for vesting. • The 2023 LTIP grants have one vesting date after three years • Pursuant to LTIP grant awards, our NEOs are required to hold 50% of the net after-tax shares they receive for at least one year following vesting of each grant • In addition, our NEOs and all other officers at the Vice President level or higher, are subject to the share ownership and retention guidelines discussed above (see “Directors, Executive Officers and Corporate Governance-Corporate Governance-Our Practices and Policies-Stock Ownership Guidelines”). | | Performance Measures: | • Long-term incentive awards focusing on cumulative performance over three-year period ending Fiscal 2025, which are granted in the form of performance-based PSUs (70% of award) and time-based RSUs (30% of award). • For Fiscal 2023, based on equally weighted Adjusted EBITDA, Adjusted Free Cash Flow and Adjusted Return on Equity, and the achievement of the goals of each metric is determined and earned independently of one another. • The vast majority (70%) of each of LTIP award is performance-based determined based on achievement of financial metrics established at the beginning of the performance period. No performance-based PSUs are paid if the relevant performance metrics are not achieved. • The relatively small time-based component of these awards as part of our overall compensation mix is believed to serve as an important long-term retention and risk mitigation feature, while the value to the executive still varies depending on our stock price performance. |

  26. LTIP: RSUs and PSUs

    Each performance measure for our Fiscal 2023 MIP and LTIP awards is defined as follows: For MIP, “Adjusted EBITDA” means net earnings before interest, taxes, depreciation and amortization, and excluding restructuring, acquisition and integration charges, gain or loss on sale of one or more segments and other one-time charges. The result of the formula in the preceding sentence is then adjusted by the Compensation Committee in good faith, after consultation with the Chief Executive Officer, so as to negate the effects of any dispositions; provided, however, that Adjusted EBITDA resulting from businesses or products lines acquired (in Board approved transactions) during the applicable fiscal year will, to the extent reasonably and in good faith determined by the Compensation Committee to be appropriate (after consultation with the Chief Executive Officer), be included in the calculation from the date of acquisition. For MIP, “Adjusted Average Inventory Turns” means the 12-month cost of goods sold divided by the 12-month average net inventory dollars, each calculated as of the end of Fiscal 2023. The result of the formula in the preceding sentence is then adjusted by the Compensation Committee in good faith, after consultation with the Chief Executive Officer, so as to negate the effects of any dispositions; provided, however, that Adjusted Average Inventory Turns resulting from businesses or product lines acquired (in Board approved transactions) during the applicable fiscal year will, to the extent reasonably and in good faith determined by the Compensation Committee to be appropriate (after consultation with the Chief Executive Officer), be included in the calculation from the date of acquisition. For MIP, “Net Sales” means the amount of revenue generated less returns, cash discounts, trade rebates and other spend or consumer offers that result in a reduction of revenue in accordance with generally accepted accounting principles in the U.S. GAAP. Net Sales achievement will be net of FX currency translation impact (e.g., achievement will exclude positive or negative impact(s) as a result of converting local currency sales into U.S. dollars), will include amounts in the annual operating plan relating to acquisitions completed in the prior year and will, as reasonably and in good faith determined by the Compensation Committee to be appropriate (after consultation with the Chief Executive Officer), be adjusted to negate the effects of any dispositions and exclude or include amounts from acquisitions completed in the current year. For LTIP, “Adjusted EBITDA” means net earnings before interest, taxes, depreciation and amortization and excluding restructuring, acquisition and integration charges, gain or loss on sale of one or more segments and other one-time charges. The result of the formula in the preceding sentence shall then be adjusted by the Compensation Committee in good faith, after consultation with the Chief Executive Officer, so as to negate the effects of any dispositions; provided, however that Adjusted EBITDA resulting from businesses or products lines acquired (in Board approved transactions) during the Performance Period will, to the extent reasonably and in good faith determined by the Compensation Committee to be appropriate (after consultation with the Chief Executive Officer), be included in the calculation from the date of acquisition. For LTIP, “Adjusted Free Cash Flow” means “Adjusted EBITDA" plus or minus changes in current and long-term assets and liabilities, less cash payments for taxes, restructuring, interest and capital expenditures. Any reductions in Adjusted Free Cash Flow resulting from transaction costs or financing fees incurred in connection with any Board approved acquisition or refinancing (in each case during the performance period) will be added back to Adjusted Free Cash Flow, subject to the approval of the Compensation Committee reasonably and in good faith, after consultation with the Chief Executive Officer. The result of the formula in the preceding sentences shall then be adjusted by the Compensation Committee reasonably and in good faith, after consultation with the Chief Executive Officer, so as to negate the effects of any dispositions; provided, however that Adjusted Free Cash Flow resulting from businesses or products lines acquired (in Board approved transactions) during the Performance Period will, to the extent reasonably and in good faith determined by the Compensation Committee to be appropriate (after consultation with the Chief Executive Officer), be included in the calculation from the date of acquisition. For LTIP, “Adjusted Return on Average Equity” means the three (3) year cumulative Adjusted Net Income (Adjusted EBITDA less interest, taxes, depreciation and amortization) divided by the sum of fiscal 2023, 2024 and 2025 average total equity excluding gain or loss on sale of one or more segments. The result of the formula in the preceding sentence shall then be adjusted by the Compensation Committee in good faith, after consultation with the Chief Executive Officer, so as to negate the effects of any dispositions; provided, however that Adjusted Return on Average Equity resulting from businesses or products lines acquired (in Board approved transactions) during the Performance Period will, to the extent reasonably and in good faith determined by the Compensation Committee to be appropriate (after consultation with the Chief Executive Officer), be included in the calculation from the date of acquisition.

  27. Fiscal 2023 Compensation Component Pay-Outs

    | Named Executive | MIP Target as % of Annual Base Salary | | David M. Maura | 125% | | Jeremy W. Smeltser | 80% | | Ehsan Zargar | 60% |

  28. Fiscal 2023 Compensation Component Pay-Outs

    The performance metrics for each of our continuing NEOs were equal to those established for the Company as a whole. The maximum MIP bonus payable is 250% of target for Mr. Maura and 200% for our other continuing NEOs. Our Compensation Committee established the following equally weighted performance metrics for our MIP for Fiscal 2023: •33.3% Adjusted EBITDA; •33.3% Adjusted Net Sales; and •33.3% Adjusted Average Inventory Turns. The table below shows the applicable levels of performance required to achieve threshold, target and maximum payouts for each of the three MIP performance metrics in Fiscal 2023. The table below also shows actual payouts under our MIP program. As shown below, there was only partial MIP payment for Fiscal 2023 because the required performance thresholds were not fully achieved.

  29. Fiscal 2023 Compensation Component Pay-Outs

    | | Performance Required to Achieve Bonus % as Indicated ($ in millions) | | | | | | | | | | Performance Metric | Weight (% of Target Bonus) | Threshold (0%) | | Target (100%) | | Maximum (200%) (1) | | Actual Results | Calculated 2023 Payout (% of Target Bonus) | | Adjusted EBITDA | 33.3% | | 286.60 | | 318.45 | | 350.29 | $302.95 | 51.33% | | Adjusted Average Inventory Turns | 33.3% | 3.06 | | 3.22 | | 3.38 | | 3.25 | 118.63% | | Net Sales | 33.3% | | 3,061.80 | | 3,222.90 | | 3,384.04 | $2,918.83 | — |

  30. Fiscal 2023 Compensation Component Pay-Outs

    _____________ (1)Mr. Maura was eligible to receive a maximum MIP equal to 250% of target if we achieve Adjusted EBITDA, Adjusted Average Inventory Turns and Net Sales of $366.22 million, 3.46 and $3,464.61 million, respectively. Long Term Incentive Plan Fiscal 2023 LTIP Grants. Our Fiscal 2023 LTIP grants cover service and cumulative performance over the three-year period commencing October 1, 2022 and ending September 30, 2025. Of the total grant, 70% is in the form of PSUs and will vest based on the achievement of cumulative Adjusted EBITDA, cumulative Adjusted Free Cash Flow and Adjusted Return on Equity over the three-year period. The remaining 30% is in the form of RSUs, which will vest based on continued service shortly following the end of such three-year period. In addition, with respect to the PSU component of the LTIP, there is an opportunity to earn additional PSUs if superior performance is achieved (subject to a cap of 125% of the target PSUs). The chart below sets forth the number of PSUs and RSUs each NEO was granted in Fiscal 2023 pursuant to the LTIP.

  31. Fiscal 2023 Compensation Component Pay-Outs

    The table below shows the three performance metrics for our continuing NEOs and the applicable levels of performance required to achieve threshold, target and maximum vesting of PSUs.

  32. Fiscal 2023 Compensation Component Pay-Outs

    | Performance Measure (in $ millions) | Threshold (0% of PSUs vest) | | Target (100% of PSUs vest) | | Maximum (125% of PSUs vest) | | | Adjusted EBITDA | | 955.3 | | 1,003.9 | | 1,016.3 | | Adjusted Free Cash Flow | | 300.0 | | 323.3 | | 330.4 | | Adjusted Return on Equity | 7.50% | | 8.30% | | 8.50% | |

  33. Fiscal 2023 Compensation Component Pay-Outs

    Actual Payout of Fiscal 2021 PSUs. The PSUs granted in Fiscal 2021 were subject to performance over the three-year period that ended September 30, 2023, as shown in detail in our prior disclosure. The performance metrics were Adjusted EBITDA, Adjusted Free Cash Flow and Adjusted Return on Equity. Our performance over this three-year period resulted in a payout of approximately 41.67% of the target PSUs granted in Fiscal 2021 that vested in December 2023, as reflected in the following table.

  34. Fiscal 2023 Compensation Component Pay-Outs

    | Name | Actual 2021 LTIP PSUs Earned and Vested | 2021 LTIP PSUs Forfeited (from Target Grant Level) | | David M. Maura | 24,195 | 33,869 | | Jeremy W. Smeltser | 4,481 | 6,272 | | Ehsan Zargar | 7,169 | 10,036 |

  35. Important Compensation Policies and Guidelines

    Important Compensation Policies and Guidelines Timing of Stock-Based Grants The Company did not grant stock options to its employees during Fiscal 2023 and does not anticipate that it will use options as part of its compensation program going forward. The Company generally provides stock, restricted stock, RSUs and PSUs as part of the compensation program made available to directors, NEOs and other employees. With respect to annual stock awards granted in Fiscal 2023 to directors and NEOs, these were made (and the number of shares determined) on the second business day following the filing and public dissemination of the Company’s 10-K and audited financial statements. Impact of Tax and Accounting Considerations The overriding consideration when evaluating the pay level or design component of any portion of our executives’ compensation is the effectiveness of the pay component and the shareholder value that management and the Compensation Committee believe the pay component reinforces. In structuring the compensation for our NEOs, our Compensation Committee will review a variety of factors which may include the deductibility of such compensation under Section 162(m) of the Internal Revenue Code, to the extent applicable. However, this is not the driving or most influential factor, and the Compensation Committee has approved in the past and specifically reserves the right to pay or approve nondeductible compensation currently and in the future. Compensation Committee Report Our Compensation Committee has reviewed and discussed the section of this report entitled “Compensation Discussion and Analysis” with management. Based on this review and discussion, the Committee has recommended to our Board that the Compensation Discussion and Analysis be included in this Proxy Statement.

  36. Summary Compensation Table

    Summary Compensation Table

  37. Summary Compensation Table

    | Name and Principal Position | Year | Salary | Bonus | Stock Awards (1) | Non- Equity Incentive Plan Compensation (2) | All Other Compensation (3) | Total | | David M. Maura | 2023 | $900,000 | $– | $5,400,013 | $637,313 | $481,460 | $7,418,786 | | Executive Chairman and Chief Executive Officer | 2022 | $900,000 | $– | $5,114,755 | $– | $800,927 | $6,815,682 | | | 2021 | $900,000 | $– | $5,399,980 | $1,941,300 | $365,045 | $8,606,325 | | Jeremy Smeltser | 2023 | $550,000 | $– | $1,179,961 | $249,260 | $204,618 | $2,183,839 | | Executive Vice President and Chief Financial Officer | 2022 | $550,000 | $– | $1,117,652 | $– | $185,696 | $1,853,348 | | | 2021 | $500,000 | $– | $1,000,001 | $640,000 | $203,184 | $2,343,185 | | Ehsan Zargar | 2023 | $400,000 | $– | $1,600,024 | $135,960 | $234,059 | $2,370,043 | | Executive Vice President, General Counsel and Corporate Secretary | 2022 | $400,000 | $– | $1,515,490 | $– | $332,008 | $2,247,498 | | | 2021 | $400,000 | $– | $1,600,028 | $384,000 | $229,191 | $2,613,219 | | Randal D. Lewis (4) | 2023 | $158,654 | $– | $– | $– | $968,525 | $1,127,179 | | Former Executive Vice President and Chief Operating Officer | 2022 | $550,000 | $– | $2,083,775 | $– | $347,585 | $2,981,360 | | | 2021 | $550,000 | $– | $2,199,989 | $792,000 | $231,422 | $3,773,411 | | Rebeckah Long (4) | 2023 | $103,846 | $– | $– | $– | $285,258 | $389,104 | | Former Senior Vice President and Chief Human Resources Officer | 2022 | $360,000 | $– | $464,096 | $– | $53,376 | $877,472 | | | 2021 | $300,000 | $– | $349,978 | $458,000 | $22,998 | $1,130,976 |

  38. Summary Compensation Table

    (1)This column reflects the aggregate grant date fair value of the awards computed in accordance with ASC Topic 718 (for a discussion of the relevant ASC 718 valuation assumptions, see Note 2, Significant Accounting Policies and Practices, of the Notes to Consolidated Financial Statements, included in our Annual Report on Form 10-K for Fiscal 2023). For Fiscal 2023, this column reflects grants under the LTIP, including the grant date fair value of PSUs assuming target performance. If the maximum possible performance under the LTIP was used to determine the grant date value of the PSU portion of the 2023 LTIP, the value reported in this column for 2023 would have been as follows: Mr. Maura ($6,345,018); Mr. Smeltser ($1,386,482); and Mr. Zargar ($1,880,050). At the lowest level of performance, the PSUs are forfeited. The amounts shown in this column do not reflect the actual payout. For further information regarding LTIP grants, see “Compensation Discussion and Analysis-Fiscal 2023 Compensation Component Pay-Outs-Long-Term Incentive Plan” and the table entitled “Grants of Plan-Based Awards Table for Fiscal 2023” and its accompanying footnotes. (2)For Fiscal 2023, this column represents cash amounts earned under the Company’s MIP program for performance during the applicable year. As presented in the table, there was only partial MIP payment for Fiscal 2023 because the required performance thresholds were not fully achieved. For additional detail on the 2023 MIP and the determination of the awards thereunder, please refer to the discussion under the heading “Compensation Discussion and Analysis-Fiscal 2023 Compensation Component Pay-Outs-Management Incentive Plan” and the table entitled “Grants of Plan-Based Awards Table for Fiscal 2023” and its accompanying footnotes. (3)Please see the following table for the details of the amounts that comprise the All Other Compensation column. (4)Pursuant to the Lewis Separation Agreement and the Long Separation Agreement (each as defined and described below), on August 30, 2022, each of Mr. Lewis and Ms. Long was terminated without "Cause" as our Executive Vice President and Chief Operating Officer and our Senior Vice President and Chief Human Resources Officer, respectively, and ceased to be an employee on December 31, 2022. As further described under “Executive Compensation Tables-Termination and Change in Control Provisions” below, following their departure (and subject to compliance with covenants), they became eligible to receive the separation benefits to which they were entitled under their pre-existing agreements (other than certain awards forfeited by Mr. Lewis). These separation benefits paid in Fiscal 2023 are set forth in the All Other Compensation column.

  39. Grants of Plan-Based Awards Table for Fiscal 2023

    Grants of Plan-Based Awards Table for Fiscal 2023 The following table and footnotes provide information with respect to equity grants made to our NEOs during Fiscal 2023 as well as the range of future payouts under non-equity incentive plans for our NEOs indicated.

  40. Grants of Plan-Based Awards Table for Fiscal 2023

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | | | | Name | Grant Date | Threshold | | Target | | Maximum | | Target # | Maximum # | All Other Stock Awards: Number of Shares of Stock or Units # | Grant Date Fair Value of Stock Awards $ | | | David M. Maura | 11/11/2022 (1) | | – | | 1,125,000 | | 2,812,500 | | | | | | | | 11/25/2022 (2) | | – | | – | | – | 75,904 | 94,880 | 32,530 | | 5,400,013 | | Jeremy Smeltser | 11/11/2022 (1) | | – | | 440,000 | | 880,000 | | | | | | | | 11/25/2022 (2) | | – | | – | | – | 16,586 | 20,733 | 7,108 | | 1,179,961 | | Ehsan Zargar | 11/11/2022 (1) | | – | | 240,000 | | 480,000 | | | | | | | | 11/25/2022 (2) | | – | | – | | – | 22,490 | 28,113 | 9,639 | | 1,600,024 |

  41. Grants of Plan-Based Awards Table for Fiscal 2023

    _________________ (1)Represents the threshold, target and maximum payouts under the Fiscal 2023 MIP. The actual amounts earned under the plan for Fiscal 2023 are disclosed in the Summary Compensation Table above as part of the column entitled “Non-Equity Incentive Plan Awards.” For Mr. Maura, the maximum payout for the disclosed awards is equal to 250% of target. For our other participating NEOs, the maximum payouts for the disclosed awards are equal to 200% of target. See “Compensation Discussion and Analysis-Fiscal 2023 Compensation Component Pay-Outs-Management Incentive Plan” for a discussion of the terms of the Fiscal 2023 MIP. (2)Represents the number of RSUs and PSUs awarded under the Fiscal 2023 LTIP grants and shows (a) the target and maximum payouts, denominated in the number of shares of stock, in respect of PSUs and (b) the number of shares of stock underlying the RSUs. See “Compensation Discussion and Analysis-Fiscal 2023 Compensation Components Pay-Outs-LTIP” for a discussion of the terms of these awards.

  42. Outstanding Equity Awards at the End of Fiscal 2023

    Outstanding Equity Awards at the End of Fiscal 2023 The following table and footnotes set forth information regarding outstanding options and restricted stock unit awards as of September 30, 2023 for our NEOs. The market value of shares that have not vested was determined by multiplying $78.35, the closing market price of the Company’s stock on September 30, 2023, the last trading day of Fiscal 2023, by the number of shares.

  43. Outstanding Equity Awards at the End of Fiscal 2023

    | Name | Number of Securities Underlying Unexercised Options Exercisable | Option Exercise Price | | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (1) | Market Value of Shares or Units of Stock That Have Not Vested (2) | | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested (3) | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (2) | | | David M. Maura | 64,142 | | 72.92 | 11/29/2023 | – | | – | | – | | – | | | 26,743 | | 82.85 | 11/25/2024 | – | | – | | – | | – | | | 1,164 | | 86.38 | 11/24/2025 | – | | – | | – | | – | | | 51,309 | | 95.43 | 11/28/2026 | – | | – | | – | | – | | | | | | | 24,885(4) | | 1,949,740 | | 24,195(5) | | 1,895,678 | | | | | | | 15,817(6) | | 1,239,262 | | 36,907(7) | | 2,891,663 | | | | | | | 32,530(8) | | 2,548,726 | | 75,904(9) | | 5,947,078 | | Jeremy Smeltser | | | | | 4,608(4) | | 361,037 | | 4,481(5) | | 351,086 | | | | | | | 3,456(6) | | 270,778 | | 8,065(7) | | 631,893 | | | | | | | 7,108(8) | | 556,912 | | 16,586(9) | | 1,299,513 | | Ehsan Zargar | 3,958 | | 72.92 | 11/29/2023 | – | | — | | — | | — | | | 5,009 | | 82.86 | 11/25/2024 | – | | — | | — | | — | | | | | | | 7,373(4) | | 577,675 | | 7,169(5) | | 561,691 | | | | | | | 4,687(6) | | 367,226 | | 10,935(7) | | 856,757 | | | | | | | 9,639(8) | | 755,216 | | 22,490(9) | | 1,762,092 |

  44. Outstanding Equity Awards at the End of Fiscal 2023

    _________________ (1)This column shows the number of outstanding RSUs subject to time-based vesting. (2)The market value is based on the per share closing price of our common stock on September 30, 2023 ($78.35). (3)This column shows the number of Fiscal 2021, 2022 and 2023 LTIP PSUs subject to performance-based vesting. For the Fiscal 2021 PSU grants, we have shown the actual shares that became vested in December 2023 based on performance through Fiscal 2023 year-end. For the Fiscal 2022 and Fiscal 2023 PSU grants, because the performance periods have not ended, we have shown the number of PSUs that would be payable upon the target level of performance. (4)These Fiscal 2021 LTIP RSUs vested on December 4, 2023. (5)These Fiscal 2021 LTIP PSUs vested on December 4, 2023. (6)These Fiscal 2022 LTIP RSUs vest on December 6, 2024, subject to continued employment. (7)These Fiscal 2022 LTIP PSUs vest on December 6, 2024, subject to continued employment and achievement of the applicable performance metrics. (8)These Fiscal 2023 LTIP RSUs vest on December 5, 2025, subject to continued employment. (9)These Fiscal 2023 LTIP PSUs vest on December 5, 2025, subject to continued employment and achievement of the applicable performance metrics.

  45. Option Exercises and Stock Vested During Fiscal 2023

    Option Exercises and Stock Vested During Fiscal 2023 The following table and footnotes provide information regarding option exercises and stock awards vesting during Fiscal 2023 for our NEOs.

  46. Option Exercises and Stock Vested During Fiscal 2023

    | | Stock Awards | | | Option Awards | | | Name | Number of Shares Acquired on Vesting | Value Realized on Vesting | | Number of Shares Acquired on Exercise | Value Realized on Exercise | | David M. Maura (1) | 76,587 | | 5,106,821 | – | – | | Jeremy Smeltser (2) | 14,183 | | 945,722 | – | – | | Ehsan Zargar (3) | 22,692 | | 1,513,103 | – | – | | Randal D. Lewis (4) | 38,158 | | 2,504,309 | – | – | | Rebeckah Long (5) | 4,964 | | 331,000 | – | – |

  47. Option Exercises and Stock Vested During Fiscal 2023

    _________________ (1)The amount for Mr. Maura in this column represents the value realized upon the vesting of 76,587 RSUs and PSUs on December 2, 2022. The value was computed by multiplying the number of shares vested by the closing price per share of the Company’s common stock on such vesting date, which was $66.68 on December 2, 2022. (2)The amount for Mr. Smeltser in this column represents the value realized upon the vesting of 14,183 RSUs and PSUs on December 2, 2022. The value was computed by multiplying the number of shares vested by the closing price per share of the Company’s common stock on such vesting date, which was $66.68 on December 2, 2022. (3)The amount for Mr. Zargar in this column represents the value realized upon the vesting of 22,692 RSUs and PSUs on December 2, 2022. The value was computed by multiplying the number of shares vested by the closing price per share of the Company’s common stock on such vesting date, which was $66.68 on December 2, 2022. (4)The amount for Mr. Lewis in this column represents the value realized upon the vesting of 31,202 RSUs and PSUs on December 2, 2022 and 6,956 RSUs on December 31, 2022 (as required by the Lewis Employment Agreement described below). The value was computed by multiplying the number of shares vested by the closing price per share of the Company’s common stock on such vesting date, which was $66.68 on December 2, 2022 and $60.92 on December 31, 2022. (5)The amount for Ms. Long in this column represents the value realized upon the vesting of 4,964 RSUs and PSUs on December 2, 2022. The value was computed by multiplying the number of shares vested by the closing price per share of the Company’s common stock on such vesting date, which was $66.68 on December 2, 2022. The amounts set forth in the table above under the “Value Realized on Vesting” column reflect the value of the shares on the vesting date. It is important to consider the following factors when reading this table: •All of Mr. Maura’s equity awards reflected in this table were granted at the beginning of Fiscal 2020 and required three years of service, plus performance achievement for the PSUs, in order for the executive to receive any potential value for these awards; •For Mr. Maura’s awards granted in Fiscal 2020, approximately 65% of the amounts reflect the vesting of PSUs that were eligible for vesting only if we met preset performance criteria based on financial metrics over a three-year period from Fiscal 2020-2022, based strictly on the metrics disclosed in the proxy for the year granted without any adjustments; •These PSUs were earned at below target performance level based on our achievement of these preset performance criteria; and •Although the column in the table is required to state that it is the “value realized”, as of the date of this filing, Mr. Maura has not sold any of the shares that vested on December 2, 2022, other than the required withholding of shares by the Company to satisfy its tax withholding obligations.

  48. Pension Benefits

    Pension Benefits None of our NEOs participated in any pension plans during, or as of the end of, Fiscal 2023.

  49. Non-Qualified Deferred Compensation

    Non-Qualified Deferred Compensation None of our NEOs participated in any Company non-qualified deferred compensation programs during, or as of the end of, Fiscal 2023.

  50. Fiscal 2023 CEO Pay Ratio

    Fiscal 2023 CEO Pay Ratio Under rules adopted by the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), we are required to determine and disclose the ratio of the annual total compensation of our CEO to that of our global median employee. To determine the median employee, we made a determination from our global employee population. We established a consistently applied compensation measure of annualized base pay, converted to U.S. dollars based on applicable exchange rates as of September 30, 2023. Our population was evaluated as of September 30, 2023 and reflects paid compensation for the entire fiscal year. Where allowed under the rule, we have annualized compensation for employees newly hired during Fiscal 2023. Based on the above determination, the total compensation (using the same methodology as we use for our NEOs as set forth in the Summary Compensation Table in this report) for the median employee is $55,946. Using the CEO’s total compensation of $7,418,786 under the same methodology, the resulting ratio is 133:1. The pay ratio reported here is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described above.

  51. Pay versus Performance

    Pay versus Performance As required by SEC disclosure rules, we are providing the following information regarding the relationship between executive compensation and our financial performance for each of the fiscal years set forth in the table below. In determining the “compensation actually paid” (“CAP”) to our NEOs, we are required to make various adjustments to amounts that have been previously reported in the Summary Compensation Table in previous years, as the SEC’s valuation methods for this section differ from those required in the Summary Compensation Table. For a discussion of how our Compensation Committee assessed Company performance and our named executive officers’ compensation, see “Compensation Discussion and Analysis” on page 43 of this Proxy Statement.

  52. Pay versus Performance

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Fiscal Year | Summary Compensation Total for PEO($)(1) | Compensation Actually Paid to PEO($)(2) | Average Summary Compensation Table Total for Non-PEO NEOs($)(3) | Average Compensation Actually Paid to Non- PEO NEOs($)(4) | Total Shareholder Return($)(5) | Peer Group Total Shareholder Return($)(5) | Net Income($)(6) | Adjusted EBITDA($) (7) | | 2023 | 7,418,786 | 15,184,023 | 1,517,541 | 2,536,143 | 151.09 | 109.91 | 1,801.9 | 303.0 | | 2022 | 6,815,682 | (9,871,558) | 1,989,920 | (2,094,301) | 89.68 | 86.58 | 72.7 | 283.1 | | 2021 | 8,606,325 | 21,852,381 | 2,465,198 | 5,141,570 | 170.99 | 99.86 | 189.6 | 391.8 |

  53. Pay versus Performance

    (1)The dollar amounts reported in this column are the amounts of total compensation reported for our Principal Executive Officer (“PEO”) for each corresponding year in the “Total” column of the Summary Compensation Table, which for each year in the table was David Maura. (2)The dollar amounts reported in this column represent the amount of “compensation actually paid” to our PEO for the applicable fiscal year, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to such executive during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the adjustments set forth below were made to the total compensation for each year to determine the compensation actually paid. Adjusted fair values have been determined using, as applicable, updated stock price and assumptions (i.e., term, volatility, dividend yield, risk free rates) as of the measurement date.

  54. Pay versus Performance

    | Fiscal Year | 2021($) | 2022($) | 2023($) | | Total from Summary Compensation Table | 8,606,325 | 6,815,682 | 7,418,786 | | - Amount reported in the Summary Compensation Table for Stock Awards and Option Awards | (5,399,980) | (5,114,755) | (5,400,013) | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | 8,861,580 | 617,338 | 8,495,804 | | +/- Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years (Including Modifications) | 9,146,349 | (12,656,942) | 2,551,834 | | - Fair Value at Prior Fiscal Year-End of Stock and Option Awards Forfeited during the Covered Year | 0 | 0 | 0 | | +/- Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | 638,107 | 467,119 | 2,117,612 | | Compensation Actually Paid | 21,852,381 | (9,871,558) | 15,184,023 |

  55. Pay versus Performance

    (3)The dollar amounts reported in this column represent the average of the amounts reported for the Company’s non-PEO named executive officers (“Non-PEO NEOs”) as a group in the “Total” column of the Summary Compensation Table in each applicable year. For purposes of calculating the average amounts in each applicable year, the names of each of the Non-PEO NEOs for all years are as follows: Jeremy Smeltser, Ehsan Zargar, Randal Lewis and Rebeckah Long. (4)The dollar amounts reported in this column represent the average amount of “compensation actually paid” to the Non-PEO NEOs as a group in the applicable year as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the Non-PEO NEOs as a group during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the adjustments set forth below were made to the average total compensation for the Non-PEO NEOs as a group for each year to determine the compensation actually paid, using the same methodology described in Note 2 above.

  56. Pay versus Performance

    | Fiscal Year | 2021($) | 2022($) | 2023($) | | Total from Summary Compensation Table | 2,465,198 | 1,989,920 | 1,517,541 | | - Amount reported in the Summary Compensation Table for Stock Awards and Option Awards | (1,287,499) | (1,295,253) | (694,996) | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year (Including Dividend Equivalents) | 2,112,841 | 156,335 | 1,093,433 | | + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years (Including Modifications) | 1,730,537 | (3,017,765) | 312,348 | | - Fair Value at Prior Fiscal Year-End of Stock and Option Awards Forfeited during the Covered Year | 0 | 0 | (235,142) | | + Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | 120,493 | 72,463 | 542,958 | | Compensation Actually Paid | 5,141,570 | (2,094,301) | 2,536,143 |

  57. Pay versus Performance

    _________________ (5)Cumulative TSR is determined over the applicable period shown in the table. Peer group TSR was based on the peer group we use for purposes of Item 201(e)(1)(ii) of Regulation S-K, which was the S&P 500 Household Products Index (the “Peer Group”). (6)Net Income derived in accordance with GAAP for the years 2023, 2022 and 2021 includes Net Income derived from our discontinued operations of our former HHI segment and the resulting gain on sale from the completion of the HHI Divestiture during the year ended September 30, 2023. (7)“Adjusted EBITDA” means net earnings before interest, taxes, depreciation and amortization, and excluding restricting, acquisition and integration changes, gain or loss on sale of one or more segments and other one-time charges. For purposes of determining performance under the MIP and LTIP, the result of the formula in the preceding sentence is then adjusted by the Compensation Committee in good faith, after consultation with the Chief Executive Officer, so as to negate the effects of any dispositions; provided, however, that Adjusted EBITDA resulting from businesses or products lines acquired (in Board approved transactions) during the applicable timeframe will, to the extent reasonably and in good faith determined by the Compensation Committee to be appropriate (after consultation with the Chief Executive Officer), be included in the calculation from the date of acquisition.

  58. Compensation Actually Paid and TSR

    Compensation Actually Paid and TSR

  59. Compensation Actually Paid and Net Income

    Compensation Actually Paid and Net Income

  60. Compensation Actually Paid and Adjusted EBITDA

    Compensation Actually Paid and Adjusted EBITDA

  61. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Our Charter provides for the division of our Board into three classes of as nearly equal number of directors as possible. As of the date hereof, Class I consists of three directors, Class II consists of two directors, and Class III consists of two directors. At our 2021 annual stockholders’ meeting in August of 2021, our stockholders approved an amendment to our Charter to declassify our Board. We are two-thirds of the way completed in the declassification process, which we expect to complete at this 2024 annual meeting. Pursuant to such charter amendment (i) our current Class I directors stood for election at our 2022 Annual Meeting and have stood, and will continue to stand, for election for one-year terms thereafter, (ii) our current Class II directors stood for election at our 2023 Annual Meeting and will stand for election for one-year terms thereafter and (iii) our current Class III directors will stand for election at our 2024 annual meeting and will stand for election for one-year terms thereafter. As a result, following the Annual Meeting, our Board will be fully declassified. Our NCG Committee, composed entirely of independent directors under the NYSE Rules, proposes nominees for service to our Board, and such nominees are reviewed and approved by the entirety of our Board. Our NCG Committee and our Board recommend that each nominee for director be elected at the Annual Meeting. The nominees for election at the Annual Meeting are Sherianne James, Leslie L. Campbell, Joan Chow, Hugh R. Rovit, Guatam Patel, David M. Maura and Terry L. Polistina. The nominees have consented to continue to serve as directors if elected. In accordance with our Charter, our Board may at any time increase the size of our Board by fixing the number of directors that constitute our whole Board. In addition, if a nominee becomes unavailable for any reason or should a vacancy occur before the election, which we do not anticipate, the proxies will be voted for the election, as director, of such other person as our Board may recommend. Proxies cannot be voted for a greater number of persons than are included in the slate for re-election – this year that number is seven.