DEF 14A of Spectrum Brands Holdings, Inc.
Filed Jun 24, 2025 · FY20240000109177-25-000032
Director Biographies
Director Biographies Set forth below are biographies for each of our 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.
Director Biographies
| Sherianne James | Sherianne James was appointed to our Board in October 2018. Since January 2025, Ms. James has served as the Chief Marketing Officer at Heartland Dental. From August 2017 to January 2025, she served as the Chief Marketing Officer of Essilor of America, as well as the SVP of Customer Engagement since March 2020 and previously was Vice President, Consumer Marketing 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. | | Independent Director since: October 2018 Age: 56 Background: Female, African American Assignments/Committees: NCG Committee (Chair), Compensation Committee | | | | Ms. James currently serves as Chair of our NCG Committee and is a member of our Compensation Committee. See table on page 11 for Ms. James’ key skills and experiences. |
Director Biographies
| Leslie L. Campbell | 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. | | Independent Director since: April 2021 Age: 65 Background: Male, African American Assignments/Committees: Audit Committee | | | | Mr. Campbell currently serves as a member of our Audit Committee. See table on page 11 for Mr. Campbell’s key skills and experiences. |
Director Biographies
| Spectrum Brands Holdings, Inc. | 14 | 2025 Proxy Statement |
Director Biographies
| Joan Chow | 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 extensive leadership experience in retail and consumer packaged goods marketing, advertising, branding, consumer insights, and digital/social marketing and human resources matters. 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. | | Independent Director since: April 2021 Age: 64 Background: Female, Asian / East Asian Assignments/Committees: Audit Committee | | | | Ms. Chow currently serves as a member of our Audit Committee. See table on page 11 for Ms. Chow’s key skills and experiences. |
Director Biographies
| Hugh R. Rovit | Hugh R. Rovit was appointed to our Board in July 2018. From June 2010 until July 2018, Mr. Rovit served as one of the directors of Spectrum Brands Legacy, Inc. (“SPB Legacy”), our predecessor company. Prior to that time, he served as a director of Spectrum Brands, Inc. (“SBI”) from August 2009 to June 2010. 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. | | Independent Director since: July 2018 Age: 64 Background: Male, Caucasian Assignments/Committees: Audit Committee, NCG Committee | | | | Mr. Rovit is a member of our Audit Committee and NCG Committee. See table on page 11 for Mr. Rovit's key skills and experiences. |
Director Biographies
| Spectrum Brands Holdings, Inc. | 15 | 2025 Proxy Statement |
Director Biographies
| Gautam Patel | 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. | | Independent Director since: October 2020 Age: 53 Background: Male, Asian / South Asian Assignments/Committees: Audit Committee (Chair), Compensation Committee | | | | Mr. Patel currently serves as Chair of our Audit Committee and as a member of our Compensation Committee. See table on page 11 for Mr. Patel’s key skills and experiences. |
Director Biographies
| Terry L. Polistina | Terry L. Polistina was appointed to our Board in July 2018. Since July 2018, Mr. Polistina has served as the Lead Independent Director of the Board. From June 2010 until July 2018, Mr. Polistina served as one of the directors of SPB Legacy. Prior to that, he served as a director of SBI from August 2009 to June 2010. 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 is currently Chief Financial Officer and a director of VYVVE, LLC, a skincare company, which positions he has held since September 2024. VYVVE, LLC filed a bankruptcy petition in the U.S. Bankruptcy Court for the Southern District of Florida on April 7, 2025. Mr. Polistina received an undergraduate degree in finance from the University of Florida and holds an MBA from the University of Miami. | | Independent Director since: July 2018 Age: 61 Background: Male, Caucasian Assignments/Committees: Lead Independent Director, Compensation Committee (Chair), NCG Committee | | | | 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 11 for Mr. Polistina's key skills and experiences. |
Director Biographies
See “Our Executive Officers” below for certain information regarding David M. Maura, our only director-employee.
Director Biographies
| Spectrum Brands Holdings, Inc. | 16 | 2025 Proxy Statement |
Director Biographies
OUR EXECUTIVE OFFICERS Our executive officers serve at the discretion of our Board. Our Board selected each of our executive officers because their professional background provides each executive with the experience and skill set geared toward helping us succeed in our business strategy. Our management team is composed of experienced executives from diverse backgrounds who focus on the performance of our Company to drive long-term outcomes. Included in the discussion below is information regarding our executive officers who do not serve as directors of our Company.
Director Biographies
| David M. Maura | 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, and as Chief Executive Officer, effective as of April 2018, of SPB Legacy. Prior to such appointment, Mr. Maura served as non-executive Chairman of the board of directors of SPB Legacy since July 2011 and served as interim Chairman and as one of the directors of SPB Legacy since June 2010. 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. | | Chief Executive Officer and Chairman of the Board of Directors: (July 2018 to Present) Age: 52 Background: Male, Caucasian | | | | Mr. Maura received a B.S. degree in business administration from Stetson University and is a CFA charter holder. See table on page 11 for Mr. Maura’s key skills and experiences. |
Director Biographies
| Spectrum Brands Holdings, Inc. | 17 | 2025 Proxy Statement |
Director Biographies
| Jeremy W. Smeltser | Jeremy W. Smeltser was appointed our Executive Vice President on October 1, 2019 and was appointed our Chief Financial Officer on November 17, 2019. He previously served as Vice President and Chief Financial Officer of SPX Flow, Inc. (“SPX Flow”). Prior to his role at SPX Flow, he served as Vice President and Chief Financial Officer of SPX Corporation, where he served in various roles, including as Vice President and Chief Financial Officer, Flow Technology and became an officer of SPX Corporation in April 2009. Mr. Smeltser joined SPX Corporation in 2002 from Ernst & Young LLP, where he was an audit manager in Tampa, Florida. Prior to that, he held various positions with Arthur Andersen LLP in Tampa, Florida and Chicago, Illinois, focused primarily on assurance services for global manufacturing clients. | | Executive Vice President, Chief Financial Officer: (November 2019 to Present) Age: 50 Background: Male, Caucasian | | | | Mr. Smeltser earned a B.S. degree in accounting from Northern Illinois University. |
Director Biographies
| Ehsan Zargar | Ehsan Zargar was appointed our Executive Vice President, General Counsel and Corporate Secretary on October 1, 2018. Mr. Zargar is responsible for the Company’s legal, environmental, social and governance, health and safety, insurance and real estate functions. In addition, Mr. Zargar takes a leading role in negotiating and implementing the Company’s M&A, capital markets and other strategic activities. Previously, Mr. Zargar also led the Company’s executive compensation program. From June 2011 until July 2018, Mr. Zargar held a number of increasingly senior positions with HRG Group, a publicly-listed acquisition company, including serving as its Executive Vice President and Chief Operating Officer from January 2017 until July 2018, as its General Counsel since April 2015 and as Corporate Secretary since February 2012. During his time at HRG Group, Mr. Zargar took a leading role in setting, negotiating and implementing HRG Group’s M&A, capital markets and other strategic activities. Mr. Zargar has extensive experience serving on private and public boards and committees of portfolio companies, including setting and overseeing senior management compensation programs. From August 2017 until July 2018, Mr. Zargar served as a director of SPB Legacy. From November 2006 to June 2011, Mr. Zargar worked in the New York office of Paul, Weiss, Rifkind, Wharton & Garrison LLP. Previously, Mr. Zargar practiced law at another major law firm focusing on general corporate matters. | | Executive Vice President, General Counsel & Corporate Secretary: (October 2018 to Present) Age: 48 Background: Male, Asian / Middle Eastern | | | | Mr. Zargar received a law degree from Faculty of Law at the University of Toronto and a B.A. from the University of Toronto. |
Director Biographies
| Spectrum Brands Holdings, Inc. | 18 | 2025 Proxy Statement |
Director Biographies
CORPORATE GOVERNANCE The following table provides an overview of our corporate governance practices:
Director Biographies
| Our Practices | | | | | ✓ | Board and executive team with diverse skills, experience, and perspectives | ✓ | Majority of the Board composed of independent directors | | ✓ | Global Code of Business Conduct and Ethics | ✓ | All committees composed entirely of independent directors | | ✓ | Supplier Code of Conduct | ✓ | Fully declassified Board as of August 2024 | | ✓ | Majority voting and a director resignation policy | ✓ | Related person transactions policy | | ✓ | Global Environmental, Social and Governance Policy | ✓ | Anti-hedging policy | | ✓ | Global Energy and Greenhouse Gas Policy | ✓ | Anti-pledging policy | | ✓ | Environmental Policy | ✓ | Robust clawback policy | | ✓ | Human Rights Policy | ✓ | All members of the Audit Committee are financial experts | | ✓ | Stock ownership guidelines | ✓ | All members of the Compensation Committee are independent | | ✓ | Annual individual director, Board, and committee assessments | ✓ | Independent compensation consultant | | ✓ | Year-round shareholder engagement | ✓ | Annual succession planning | | ✓ | Independent lead director | | |
Director Biographies
BOARD STRUCTURE
Director Compensation Table for Fiscal 2024
Director Compensation Table for Fiscal 2024 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 $20,000. Directors are permitted to make an annual election to receive all of their director compensation (including for service on committees of our Board) in the form of Company stock awards in lieu of cash. For Fiscal 2024, the grants of RSUs were made on November 24, 2023. All such RSUs vested on October 1, 2024. For Fiscal 2024, compensation for service on the standing committees of our Board was paid in an annual amount as follows below.
Director Compensation Table for Fiscal 2024
| Committee | Chair Annual Retainer ($) | Member Annual Retainer ($) | | Audit | 20,000 | N/A | | Compensation | 15,000 | N/A | | NCG | 15,000 | N/A |
Director Compensation Table for Fiscal 2024
The table set forth below, together with its footnotes, provides information regarding compensation paid to our directors in Fiscal 2024.
Director Compensation Table for Fiscal 2024
| Name1 | Fees Earned or Paid in Cash2 ($) | Stock Awards3,4 ($) | All Other Compensation5 ($) | Total ($) | | Sherianne James | 120,009 | 124,976 | 6,199 | 251,184 | | Terry L. Polistina | 160,012 | 144,977 | 7,716 | 312,705 | | Hugh R. Rovit | 105,041 | 124,976 | 5,819 | 235,836 | | Gautam Patel | 125,042 | 124,976 | 6,325 | 256,343 | | Leslie L. Campbell | 105,041 | 124,976 | 5,819 | 235,836 | | Joan Chow | 105,000 | 124,976 | 5,819 | 235,795 |
Director Compensation Table for Fiscal 2024
1.This table includes only directors who received compensation during Fiscal 2024.
Director Compensation Table for Fiscal 2024
| Spectrum Brands Holdings, Inc. | 29 | 2025 Proxy Statement |
Director Compensation Table for Fiscal 2024
2.Ms. Chow received her annual cash retainer in cash. All remaining directors elected to receive their cash retainers in stock. Amounts in this column for directors who elected to receive their cash retainers in stock 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 $66.23 for grants made on November 24, 2023. The directors who elected to receive their cash in stock received the following number of RSUs, which vested on October 1, 2024: Mr. Campbell, 1,586; Ms. James, 1,812; Mr. Patel, 1,888; Mr. Polistina, 2,416; and Mr. Rovit, 1,586. 3.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 $66.23 for grants made on November 24, 2023. The directors received the following number of RSUs, which vested on October 1, 2024: Mr. Campbell, 1,887; Ms. Chow, 1,887; Ms. James, 1,887; Mr. Patel, 1,887; Mr. Polistina, 2,189; and Mr. Rovit, 1,887. 4.As of September 30, 2024, Mses. Chow and James held 1,887 and 3,699 outstanding unvested RSUs, respectively, and Messrs. Campbell, Patel, Polistina and Rovit held 3,473, 3,775, 4,605 and 3,473 outstanding unvested RSUs, respectively. 5.Reflects dividend equivalents paid in cash on RSUs that vested during Fiscal 2024 and which were not factored into the grant date fair value of the RSUs.
Strategy and Long-Term Growth
Strategy and Long-Term Growth The focuses of our strategic goals are: •Investing internally for organic growth, which generates our highest return on investment; •Strengthening our brands through consumer insights, research and development, innovation and advertising and marketing to drive vitality and profitable organic growth;
Strategy and Long-Term Growth
| Spectrum Brands Holdings, Inc. | 33 | 2025 Proxy Statement |
Strategy and Long-Term Growth
•Returning capital to our shareholders via dividends and opportunistic share repurchases; and •Disciplined M&A activity as we pursue accretive strategic acquisitions that are synergistic or help drive additional value creation. While the impacts of global unrest, military conflict, and global transport and supply chain disruptions over the past years have created, and continue to create, extreme volatility in the year-over-year and quarter-to-quarter comparisons of our businesses, overall, we believe that consumer demand remains positive in our categories and the strong performance of our brands continues to drive growth.
Continued Focus on Executive Compensation Practices
Continued Focus on Executive Compensation Practices Our compensation program has continued to evolve since the HRG Merger (as defined below) 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, Inc. ("HRG Group"), with which we merged in July 2018 (the "HRG Merger"), 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 will expire if not exercised prior to their respective expiration dates. Accordingly, Mr. Maura exercised some of his HRG Group options in Fiscal 2024 and may exercise his remaining HRG Group options in the future. As a result of Mr. Maura’s option exercise in 2024, some of the value that Mr. Maura received in Fiscal 2024, and may realize in the future, 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 2024, particular considerations include: •Reasonable CEO Pay. Our CEO’s total compensation for Fiscal 2024, which we define as base salary, target annual cash bonus, and target LTIP value, increased approximately 20% from his total compensation in Fiscal 2023, as shown in the Summary Compensation Table below. The increase was primarily due to the Company's strong Fiscal 2024 performance against preset performance metrics, as our CEO earned an above target annual cash bonus for Fiscal 2024, whereas he received a below target annual cash bonus in Fiscal 2023. Additionally, his LTIP target increased from $5.4 million in Fiscal 2023 to $6.75 million in Fiscal 2024. 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 2024 (at target) was approximately $6.75 million based on the November 24, 2023 closing price of $66.23 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 2026), his continued employment and, for a majority of the award, our achievement of financial performance goals. Our Compensation Committee closely monitors our CEO’s realized pay and reported pay to make sure it is both reasonable and incentivizing. See "Reported versus Realized Pay” on page 43. •70% of the value of the equity award granted to our CEO during Fiscal 2024 remains subject to achieving the performance criteria over a three-year period described below. •No portion of the Fiscal 2024 LTIP awards (the RSUs or PSUs) is eligible for vesting until December 2026.
Our Compensation Governance Best Practices
| What We Do | | | | | | | ✓ | We maintain an independent Compensation Committee who is supported by an independent compensation consultant both of who regularly review, recommend and/or approve our compensation philosophy and practices. | ✓ | We set robust incentive targets and strongly align pay and performance by placing 89.7% of our CEO’s annual, reoccurring compensation opportunity and 80.2% (on average) of our other NEOs’ annual, reoccurring compensation opportunities at risk and earned on the basis of Company performance. | | | ✓ | We consider the voting results of our annual advisory vote on executive compensation, and in the most recent annual advisory vote, we received broad support in favor of our compensation practices. | ✓ | We have an updated and robust clawback policy that requires forfeiture or recoupment upon an accounting or financial restatement or certain other acts resulting in financial loss, reputation damage or other similar adverse impacts to the Company, as described in greater detail under the section titled “Compensation Clawback Policy.” | | | ✓ | We continue to engage in robust shareholder outreach to understand shareholder feedback and input on a variety of matters, including business strategy, compensation programs and corporate governance. | ✓ | For new employment agreements entered into during Fiscal 2019 and thereafter, we have provided that upon termination of employment any performance-based awards are forfeited. | | | ✓ | We annually assess our compensation program and have determined that the risks associated with our compensation policies are not reasonably likely to result in a material adverse effect on the Company and its subsidiaries taken as a whole. | ✓ | 70% of our annual, reoccurring equity-based awards and 74% to 78% of our regular annual, reoccurring incentive compensation are based on achievement of performance. The remainder is time-based equity that is still subject to market risk. | | | ✓ | We maintain our robust compensation alignment policies through share ownership and share retention policies, including: (i) stock ownership guidelines that require significant stock ownership of our directors, NEOs and other Covered Officers and retention of 50% of the net after-tax portion of their equity awards; (ii) robust anti-hedging policy; and (iii) robust anti-pledging policy. | ✓ | We adhere to an equity run rate consistent with corporate governance best practices. | | | ✓ | We provide reasonable post-employment provisions and have post-employment restrictive and executive cooperation covenants. | ✓ | We include “double trigger” change in control provisions in our equity grants. | | | ✓ | We assess the risk-reward balance of our compensation programs in order to mitigate undue risks in our programs. | ✓ | We continued to differentiate the performance metrics of our annual and long-term bonus programs. Starting in Fiscal 2023, our MIP has three equally-weighted performance metrics (Adjusted EBITDA, Net Sales and Adjusted Average Inventory Turns) and our LTIP has three equally-weighted performance metrics (Adjusted EBITDA, Adjusted Free Cash Flow and Adjusted Return on Equity). | | | ✓ | We cap annual cash and equity incentive payments for NEOs. | | | | | ✓ | We evaluate and respond to executive compensation guidance from our shareholders and proxy advisory firms, such as our recent decision to increase our CEO's stock ownership requirement to six times his annual base salary. | | |
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 in existing agreements.X | We do not provide for single-trigger vesting of equity. | | X | We do not make loans to executive officers or directors.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 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 guarantee minimum bonuses to our NEOs. | | 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 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 grant discounted options and our 2020 Equity Plan prohibits repricing of stock options without shareholder approval.X | We do not reprice options. | | X | We do not provide for accelerated vesting of equity upon retirement for our NEOs. | |
Compensation Consultant
Compensation Consultant Our Compensation Committee engages in a robust process in making compensation decisions. In Fiscal 2024, our Compensation Committee continued to retain WTW as its independent consultants 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.
Compensation Consultant
| Spectrum Brands Holdings, Inc. | 39 | 2025 Proxy Statement |
Compensation Consultant
WTW provided advice on the executive compensation implications of changes to our business, our corporate governance and compensation structure and the philosophy of our executive compensation plans. During Fiscal 2024, 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.
Peer Group
Peer Group 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. For Fiscal 2024, WTW reviewed the peer group and proposed the removal of Fortune Brands Innovations, Inc. as it is no longer a relevant peer after the HHI Divestiture and Tupperware Brands Corporation as the company was on the verge of bankruptcy. WTW also proposed adding Yeti Holdings, Medifast, Inc., and USANA Health Sciences, Inc. to the peer group as these companies are in a comparable industry classification as Spectrum Brands. The Compensation Committee approved WTW's recommendations for Fiscal 2024. For Fiscal 2024, the peer group utilized consisted of the following 15 companies:
Peer Group
| | Fiscal 2024 Peer Group | | | Central Garden and Pet Company | Hanesbrands, Inc. | Newell Brands, Inc. | | Church & Dwight Co., Inc. | Hasbro, Inc. | Nu Skin Enterprises, Inc. | | The Clorox Company | Helen of Troy Limited | The Scotts Miracle-Gro Company | | Edgewell Personal Care Company | Mattel, Inc. | USANA Health Sciences, Inc. | | Energizer Holdings, Inc. | Medifast, Inc. | YETI Holdings, Inc. |
Peer Group
Our Compensation Committee reviews market data as part of assessing the appropriateness and reasonableness of our compensation levels and mix of pay. Although our Compensation Committee does not target a particular range for total compensation as compared to our peer group, it does take this information into account when establishing our compensation programs.
Peer Group
| Spectrum Brands Holdings, Inc. | 40 | 2025 Proxy Statement |
Peer Group
In accordance with SEC rules, our Compensation Committee considered the independence of WTW and concluded that no conflicts of interest prevented WTW from independently advising our Compensation Committee during Fiscal 2024. WTW received $127,593 for executive and director compensation consulting in Fiscal 2024. WTW provided consulting services relating to our health and benefit plans during Fiscal 2024 and received approximately $14,000 for these services. The Compensation Committee reviews additional consulting services, while considering the potential effects on WTW’s independence.
Compensation Elements and Component Payouts
Compensation Elements and Component Payouts In Fiscal 2024, the compensation for our NEOs primarily consisted of the components set forth below. In determining the compensation package for each NEO or in making any subsequent changes, our Compensation Committee considers the market conditions at the time such compensation levels were determined, the Company’s financial condition at the time such compensation levels were determined, compensation levels for similarly situated executives at other companies, executive experience level and the duties and responsibilities of such executive’s position, including any additional duties that may have been assumed due to NEO changes.
Compensation Elements and Component Payouts
| 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 |
Compensation Elements and Component Payouts
| 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 2024 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. •Each award is entirely (100%) performance-based based on achievement of financial metrics established at the beginning of the performance period. | | Payout Curve | •For Fiscal 2024 grants, the top of the range was revised downwards such that, in order to receive maximum payout for: (i) the Adjusted EBITDA metric, performance of 7% or more above target must be achieved (compared to 10% previously) and (ii) the Net Sales and Adjusted Inventory Turns metrics, performance of 3% or more above target must be achieved (compared to 5% previously). |
Compensation Elements and Component Payouts
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Compensation Elements and Component Payouts
| 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 Fiscal 2024 LTIP grants have one vesting date after a three-year performance and service period. •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 2026, which are granted in the form of performance-based PSUs (70% of award) and time-based RSUs (30% of award). •For the Fiscal 2024 grants, based on equally weighted Adjusted EBITDA, Adjusted Free Cash Flow and Adjusted Return on Equity over the three-year performance period, 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 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 serves as an important long-term retention and risk mitigation feature, while the value to the executive still varies depending on our stock price performance. |
Compensation Elements and Component Payouts
The Compensation Committee also approved supplemental grants in the form of 18,874 RSUs to each of Mr. Smeltser and Mr. Zargar in November 2023. The stock-based awards vest, subject to the terms of the award, in two 50% tranches on each of December 5, 2025 and December 4, 2026, subject to the executive’s continued employment at the Company. The Compensation Committee determined that it was appropriate to provide these grants to: (i) further incentivize the executives to implement the significant amount of work in separating the Company's HPC business from the other businesses; (ii) recognize the important contributions that each executive made to the completion of the HHI Divestiture; and (iii) acknowledge the additional responsibilities Mr. Smeltser and Mr. Zargar have assumed since the Fiscal 2023 separations of our former Chief Operating Officer and Chief Human Resources Officer, resulting in reduction of our Named Executive Officers from five to three. WTW assisted the Compensation Committee with establishing the size of these awards, including by providing information on how each executive’s total target direct compensation, including the supplemental grants, would compare to the median compensation of our survey and proxy peer companies. Our CEO did not receive a supplemental grant. Each performance measure for our MIP and LTIP awards is defined, which is subject to adjustment for certain acquisitions, dispositions and other matters. 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. 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 24. 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.
Compensation Elements and Component Payouts
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Compensation Elements and Component Payouts
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), provided, that, global sales will not be adjusted for translation impact. 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. 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. 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 2024, 2025 and 2026 average year total equity, excluding gain or loss on sale of one or more segments.
Management Incentive Plan
Management Incentive Plan For Fiscal 2024, our MIP award levels achievable at target for each NEO were as follows:
Management Incentive Plan
| Named Executive1 | MIP Target as % of Annual Base Salary | | David M. Maura | 125% | | Jeremy W. Smeltser | 85% | | Ehsan Zargar | 60% |
Management Incentive Plan
1.For Fiscal 2024, Mr. Smeltser's MIP award level increased from 80% to 85% in order to remain competitive with the annual incentive target opportunities of Chief Financial Officers in our peer group, as recommended by our independent compensation consultant, WTW. The performance metrics for each of our 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% of target for our other continuing NEOs. Our Compensation Committee established the following equally weighted performance metrics for our MIP for Fiscal 2024: •33.3% Adjusted EBITDA; •33.3% 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 2024. The table below also shows actual payouts under our MIP program. As shown below, there was an above target MIP payment for Fiscal 2024 because the previously established performance metrics were fully achieved.
Management Incentive Plan
| | | 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 2024 Payout (% of Target Bonus) | | Adjusted EBITDA | 33.3% | $258.28 | $286.98 | $307.07 | $319.18 | 200.00% | | Adjusted Average Inventory Turns | 33.3% | 3.21 | 3.38 | 3.48 | 4.05 | 200.00% | | Net Sales | 33.3% | 2,742.48 | 2,886.82 | 2,973.42 | 2,963.88 | 188.99% |
Management Incentive Plan
1.Mr. Maura was eligible to receive a maximum MIP equal to 250% of target if we achieved Adjusted EBITDA, Adjusted Average Inventory Turns and Net Sales of $317.11 million, 3.53 and $3,016.72 million, respectively. Mr. Maura's calculated 2024 payout (% of target bonus) was 250% for Adjusted EBITDA and Adjusted Average Inventory Turns and 188.99% for Net Sales.
Long Term Incentive Plan
Long Term Incentive Plan Fiscal 2024 LTIP Grants. Our Fiscal 2024 LTIP grants cover service and cumulative performance over the three-year period commencing October 1, 2023 and ending September 30, 2026. Of the LTIP grant, 70% is in the form of PSUs and will vest
Long Term Incentive Plan
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Long Term Incentive Plan
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). Also, see discussion regarding the supplemental awards on page 42. The chart below sets forth the number of PSUs and RSUs each NEO was granted in Fiscal 2024 pursuant to the LTIP.
Long Term Incentive Plan
| Name1 | 70% Performance- Based (at Target) | 30% Time Based | One-Time Time Based Renton Award | Potential Upside Performance -Based | | David M. Maura | 71,342 | 30,575 | — | 17,836 | | Jeremy W. Smeltser | 15,854 | 6,795 | 18,874 | 3,964 | | Ehsan Zargar | 19,025 | 8,153 | 18,874 | 4,756 |
Long Term Incentive Plan
1.For Fiscal 2024, Mr. Maura's target LTIP increased from $5.4 million to $6.75 million, Mr. Smeltser's target LTIP increased from $1.18 million to $1.5 million, and Mr. Zargar's target LTIP increased from $1.6 million to $1.8 million, in each case to remain competitive with the compensation levels of our peer group, as recommended by our independent compensation consultant, WTW. The table below shows the three performance metrics for our NEOs and the applicable levels of performance required to achieve threshold, target and maximum vesting of PSUs.
Long Term Incentive Plan
| Performance Measure (in $ millions) | Threshold (0% of PSUs vest) | Target (100% of PSUs vest) | Maximum (125% of PSUs vest) | | Adjusted EBITDA | $860.9 | $904.7 | $915.8 | | Adjusted Free Cash Flow | $132.4 | $214.2 | $227.4 | | Adjusted Return on Equity | 12.20% | 13.60% | 13.90% |
Long Term Incentive Plan
Actual Payout of Fiscal 2022 PSUs. The PSUs granted in Fiscal 2022 were subject to performance over the three-year period that ended September 30, 2024, as shown in detail in our prior disclosure. The performance metrics were Adjusted EBITDA, Adjusted Free Cash Flow and Adjusted Return on Equity. Our performance over this three-year period resulted in no payout for PSUs granted in Fiscal 2022 that would have vested in December 2024 if at least threshold performance was achieved, as reflected in the following table.
Long Term Incentive Plan
| Name | Actual 2022 LTIP PSUs Earned and Vested | 2022 LTIP PSUs Forfeited (from Target Grant Level) | | David M. Maura | — | 36,907 | | Jeremy W. Smeltser | — | 8,065 | | Ehsan Zargar | — | 10,935 |
Timing of Stock-Based Grants
Timing of Stock-Based Grants The Company did not grant stock options to its employees during Fiscal 2024 and does not anticipate that it will use options as part of its compensation program going forward. The Company generally provides stock, restricted stock, RSUs and PSUs as part of the compensation program made available to directors, NEOs and other employees. With respect to annual stock awards granted in Fiscal 2024 to directors and NEOs, these were made (and the number of shares determined) on the second business day following the filing and public dissemination of the Company’s 10-K and audited financial statements.
Summary Compensation Table
Summary Compensation Table
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards1 ($) | Non-Equity Incentive Plan Compensation2 ($) | All Other Compensation3 ($) | Total ($) | | David M. Maura Executive Chairman and Chief Executive Officer | 2024 | 900,000 | — | 6,749,963 | 2,583,675 | 344,160 | 10,577,798 | | | 2023 | 900,000 | — | 5,400,013 | 637,313 | 481,460 | 7,418,786 | | | 2022 | 900,000 | — | 5,114,755 | — | 800,927 | 6,815,682 | | Jeremy Smeltser Executive Vice President and Chief Financial Officer | 2024 | 592,115 | — | 2,750,068 | 1,001,283 | 189,790 | 4,533,256 | | | 2023 | 550,000 | — | 1,179,961 | 249,260 | 204,618 | 2,183,839 | | | 2022 | 550,000 | — | 1,117,652 | — | 185,696 | 1,853,348 | | Ehsan Zargar Executive Vice President, General Counsel and Corporate Secretary | 2024 | 400,000 | — | 3,050,024 | 471,192 | 192,183 | 4,113,399 | | | 2023 | 400,000 | — | 1,600,024 | 135,960 | 234,059 | 2,370,043 | | | 2022 | 400,000 | — | 1,515,490 | — | 332,008 | 2,247,498 |
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 2024 Annual Report). For Fiscal 2024, this column reflects grants under the LTIP and, for Mr. Smeltser and Mr. Zargar, the supplemental grants, 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 2024 LTIP, the value reported in this column for 2024 would have been as follows: Mr. Maura ($7,931,241); Mr. Smeltser, including his supplemental grant ($3,012,604); and Mr. Zargar, including his supplemental grant ($3,365,014). At the lowest level of performance, the PSUs are forfeited. The amounts shown in this column do not reflect the actual payout. For further information regarding LTIP grants, see “Compensation Discussion and Analysis-Fiscal 2024 Compensation Component Pay-Outs-Long-Term Incentive Plan” and the table entitled “Grants of Plan-Based Awards Table for Fiscal 2024” and its accompanying footnotes. 2.For Fiscal 2024, this column represents cash amounts earned under the Company’s MIP program for performance during the applicable year. As presented in the table, there was an above target and below maximum MIP payment for Fiscal 2024 because the previously established performance targets were fully achieved and exceeded for all three metrics. For additional detail on the 2024 MIP and the determination of the awards thereunder, please refer to the discussion under the heading “Compensation Discussion and Analysis-Fiscal 2024 Compensation Component Pay-Outs-Management Incentive Plan” and the table entitled “Grants of Plan-Based Awards Table for Fiscal 2024” and its accompanying footnotes. 3.Please see the following table for the details of the amounts that comprise the All Other Compensation column.
Summary Compensation Table
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Grants of Plan-Based Awards Table for Fiscal 2024
Grants of Plan-Based Awards Table for Fiscal 2024 The following table and footnotes provide information with respect to equity grants made to our NEOs during Fiscal 2024 as well as the range of future payouts under non-equity incentive awards for our NEOs.
Grants of Plan-Based Awards Table for Fiscal 2024
| Name | Grant Date | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock Awards3 ($) | | | | | Threshold ($) | Target ($) | Maximum ($) | Target (#) | Maximum (#) | | | | David M. Maura | 11/14/2023 | 1 | — | 1,125,000 | 2,812,500 | | | | | | | 11/24/2023 | 2 | — | — | — | 71,342 | 89,178 | 30,575 | $6,749,963 | | Jeremy Smeltser | 11/14/2023 | 1 | — | 510,000 | 1,020,000 | | | | | | | 11/24/2023 | 2 | — | — | — | 15,854 | 19,818 | 25,669 | $2,750,068 | | Ehsan Zargar | 11/14/2023 | 1 | — | 240,000 | 480,000 | | | | | | | 11/24/2023 | 2 | — | — | — | 19,025 | 23,781 | 27,027 | $3,050,024 |
Grants of Plan-Based Awards Table for Fiscal 2024
1.Represents the threshold, target and maximum payouts under the Fiscal 2024 MIP. The actual amounts earned under the plan for Fiscal 2024 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 2024 Compensation Component Pay-Outs-Management Incentive Plan” for a discussion of the terms of the Fiscal 2024 MIP. 2.Represents the number of RSUs and PSUs awarded under the Fiscal 2024 LTIP grants, including the supplemental grants for Mr. Smeltser and Mr. Zargar of 18,874 RSUs each, 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 2024 Compensation Components Pay-Outs-LTIP” for a discussion of the terms of these awards. 3.See footnote 1 to the Summary Compensation Table.
Grants of Plan-Based Awards Table for Fiscal 2024
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Outstanding Equity Awards at the End of Fiscal 2024
Outstanding Equity Awards at the End of Fiscal 2024 The following table and footnotes set forth information regarding outstanding options and restricted stock unit awards as of September 30, 2024 for our NEOs. The market value of shares that have not vested was determined by multiplying $95.14, the closing market price of the Company’s stock on September 30, 2024, the last trading day of Fiscal 2024, by the number of shares.
Outstanding Equity Awards at the End of Fiscal 2024
| Name | Number of Securities Underlying Unexercised Options Exercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested1 (#) | | Market Value of Shares or Units of Stock That Have Not Vested2 ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested3 (#) | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested2 ($) | | David M. Maura | 1,164 | 86.38 | 11/24/2025 | — | | — | — | | — | | | 51,309 | 95.43 | 11/28/2026 | — | | — | — | | — | | | | | | 15,817 | 4 | 1,504,829 | — | 5 | — | | | | | | 32,530 | 6 | 3,094,904 | 75,904 | 7 | 7,221,507 | | | | | | 30,575 | 8 | 2,908,906 | 89,178 | 9 | 8,484,395 | | Jeremy Smeltser | | | | 3,456 | 4 | 328,804 | — | 5 | — | | | | | | 7,108 | 6 | 676,255 | 16,586 | 7 | 1,577,992 | | | | | | 25,669 | 8 | 2,442,149 | 19,818 | 9 | 1,885,485 | | Ehsan Zargar | | | | 4,687 | 4 | 445,921 | — | 5 | — | | | | | | 9,639 | 6 | 917,054 | 22,490 | 7 | 2,139,699 | | | | | | 27,027 | 8 | 2,571,349 | 23,781 | 9 | 2,262,524 |
Outstanding Equity Awards at the End of Fiscal 2024
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, 2024 ($95.14). 3.This column shows the number of Fiscal 2022, 2023 and 2024 LTIP PSUs subject to performance-based vesting. For the Fiscal 2022 PSU grants, we have shown the actual shares that became vested in December 2024 based on performance through Fiscal 2024 year-end (no payout). For the Fiscal 2023 PSU grants, we have shown the number of PSUs that would be payable upon target level of performance. For the Fiscal 2024 PSU grants, we have shown the number of PSUs that would be payable upon the maximum level of performance. 4.These Fiscal 2022 LTIP RSUs vested on December 6, 2024. 5.These Fiscal 2022 LTIP PSUs vested on December 6, 2024, but threshold achievement was not reached resulting in no payout. 6.These Fiscal 2023 LTIP RSUs vest on December 5, 2025, subject to continued employment. 7.These Fiscal 2023 LTIP PSUs vest on December 5, 2025, subject to continued employment and achievement of the applicable performance metrics. 8.These Fiscal 2024 LTIP RSUs vest on December 4, 2026, subject to continued employment. 9.These Fiscal 2024 LTIP PSUs vest on December 4, 2026, subject to continued employment and achievement of the applicable performance metrics.
Outstanding Equity Awards at the End of Fiscal 2024
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Option Exercises and Stock Vested During Fiscal 2024
Option Exercises and Stock Vested During Fiscal 2024 The following table and footnotes provide information regarding option exercises and stock awards vesting during Fiscal 2024 for our NEOs.
Option Exercises and Stock Vested During Fiscal 2024
| | Stock Awards | | Option Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | | David M. Maura1,2 | 49,080 | 3,523,944 | 26,743 | 319,579 | | Jeremy Smeltser3 | 9,089 | 652,590 | — | — | | Ehsan Zargar4,5 | 14,542 | 1,044,116 | 5,009 | 59,807 |
Option Exercises and Stock Vested During Fiscal 2024
1.For stock awards, the amount for Mr. Maura in this column represents the value realized upon the vesting of 49,080 RSUs and PSUs on December 4, 2023. 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 $71.80 on December 4, 2023. 2.For option awards, the amount for Mr. Maura in this column represents the value realized upon the exercise of 26,743 NQ stock options on May 10, 2024. The value was computed by multiplying the number of options exercised by the closing price per share of the Company’s common stock on such exercise date, which was $94.80, less the option price of $82.85. The number of shares reported includes the number of shares withheld by the Company for payment of the exercise price and tax liability incident to the exercise. 3.The amount for Mr. Smeltser in this column represents the value realized upon the vesting of 9,089 RSUs and PSUs on December 4, 2023. 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 $71.80 on December 4, 2023. 4.For stock awards, the amount for Mr. Zargar in this column represents the value realized upon the vesting of 14,542 RSUs and PSUs on December 4, 2023. 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 $71.80 on December 4, 2023. 5.For option awards, the amount for Mr. Zargar in this column represents the value realized upon the exercise of 5,009 NQ stock options on May 10, 2024. The value was computed by multiplying the number of options exercised by the closing price per share of the Company’s common stock on such exercise date, which was $94.80, less the option price of $82.86. The number of shares reported includes the number of shares withheld by the Company for payment of the exercise price and tax liability incident to the exercise. The amounts set forth in the table above under the "Value Realized on Vesting" column reflect the value of shares on the vesting date and value realized on the exercise date. It is important to consider the following factors when reading this table: •All of Mr. Maura’s stock awards reflected in this table were granted at the beginning of Fiscal 2021 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; •All of Mr. Maura’s stock options reflected in this table were granted on November 25, 2014 and were approaching their expiration date of November 25, 2024; •For Mr. Maura's awards granted in Fiscal 2021, approximately 49% 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 2021-2023, 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 columns in the table are 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 4, 2023 or stock acquired from the stock option exercise on May 10, 2024, other than the required withholding of shares by the Company to satisfy its tax withholding obligations.
Option Exercises and Stock Vested During Fiscal 2024
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Pension Benefits
Pension Benefits None of our NEOs participated in any pension plans during, or as of the end of, Fiscal 2024.
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 2024.
Amounts Payable upon Termination or Change in Control
Amounts Payable upon Termination or Change in Control The following tables set forth the amounts that would have been payable September 30, 2024 to each of our NEOs who were employed by the Company as NEOs on the last day of Fiscal 2024 under the various scenarios for termination of employment or a change in control of the Company had such scenarios occurred on September 30, 2024.
Compensation Committee
| | | | | | 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 | | 2024 | 10,577,798 | 14,719,467 | 4,323,328 | 5,902,247 | 181.59 | 132.76 | 124.8 | 371.8 | | 2023 | 7,418,786 | 15,184,023 | 1,517,541 | 2,536,143 | 146.55 | 106.13 | 1,801.9 | 275.1 | | 2022 | 6,815,682 | (9,871,558) | 1,989,920 | (2,094,301) | 71.13 | 91.57 | 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 |
Compensation Actually Paid and TSR
Compensation Actually Paid and TSR
Compensation Actually Paid and TSR
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Compensation Actually Paid and Net Income
Compensation Actually Paid and Net Income
Compensation Actually Paid and Adjusted EBITDA
Compensation Actually Paid and Adjusted EBITDA
Compensation Actually Paid and Adjusted EBITDA
| Spectrum Brands Holdings, Inc. | 64 | 2025 Proxy Statement |
Election of Directors
Election of Directors In accordance with our By-Laws and Charter, our Board currently consists of seven members. 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, Gautam 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. VOTE REQUIRED Director nominees up for election in Proposal 1 will each be elected by a majority of the votes cast in person or by proxy. For purposes of this proposal, a majority of votes cast means the number of votes cast “for” a director’s election exceeds the number of votes cast “against” such director’s election. Our majority voting policy provides that in the event an incumbent director nominee receives a greater number of votes “against” than votes “for” his or her election, he or she must (within five business days following the final certification of the related election results) offer to tender his or her written resignation from our Board to our NCG Committee. Our NCG Committee will review such offer of resignation and will consider such factors and circumstances as it may deem relevant, and, within 90 days following the final certification of the election results, will make a recommendation to our Board concerning the acceptance or rejection of such tendered offer of resignation. The decision of our Board will be promptly publicly disclosed.
Election of Directors
| Our Board Recommends a Vote “FOR” the Election of the Nominees for Director. |
Election of Directors
| Spectrum Brands Holdings, Inc. | 69 | 2025 Proxy Statement |