DEF 14A of Spectrum Brands Holdings, Inc.
Filed Jun 26, 2026 · FY20250000109177-26-000030
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: 57 Background: Female, African American Assignments/Committees: NCG Committee (Chair), Compensation Committee | | | | See table on page 10 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: 66 Background: Male, African American Assignments/Committees: Audit Committee | | | | See table on page 10 for Mr. Campbell’s key skills and experiences. |
Director Biographies
| Spectrum Brands Holdings, Inc. | 13 | 2026 Proxy Statement |
Director Biographies
| Hugh R. Rovit | 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. | | Independent Director since: July 2018 Age: 65 Background: Male, Caucasian Assignments/Committees: Audit Committee, NCG Committee | | | | See table on page 10 for Mr. Rovit's key skills and experiences. |
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: 54 Background: Male, Asian / South Asian Assignments/Committees: Audit Committee (Chair), Compensation Committee | | | | See table on page 10 for Mr. Patel’s key skills and experiences. |
Director Biographies
| Spectrum Brands Holdings, Inc. | 14 | 2026 Proxy Statement |
Director Biographies
| Terry L. Polistina | Terry L. Polistina was appointed to our Board in July 2018. Mr. Polistina served as the President, Small Appliances of Spectrum Brands Legacy, Inc. 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: 62 Background: Male, Caucasian Assignments/Committees: Lead Independent Director, Compensation Committee (Chair), NCG Committee | | | | See table on page 10 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. | 15 | 2026 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 David M. Maura, our Chief Executive Officer who also serves on the Board, and our other 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 that, Mr. Maura was a Managing Director and the Executive Vice President of Investments at HRG Group, Inc. ("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 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 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: 53 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 10 for Mr. Maura’s key skills and experiences. |
Director Biographies
| Faisal Qadir | Faisal Qadir was appointed our Executive Vice President and Chief Financial Officer on September 3, 2025. He previously served as the Company’s Vice President of Strategic Finance and Enterprise Reporting and has been with the Company since 2012. During his tenure with the Company, Mr. Qadir has held several senior finance leadership roles, including Vice President of Investor Relations, Chief Financial Officer of the Global Pet Care business, and Chief Financial Officer of the Home and Personal Care business. Before joining Spectrum Brands, Mr. Qadir held several finance leadership positions of increasing responsibility at The Black & Decker Corporation and Stanley Black & Decker from 2003 to 2012 across FP&A, Operations Finance and Controllership. | | Executive Vice President, Chief Financial Officer: (September 2025 to Present) Age: 48 Background: Male, Asian / South Asian | | | | Mr. Qadir earned his undergraduate degree from Institute of Business Administration in Karachi, Pakistan and his Master of Business Administration from the University of Notre Dame. |
Director Biographies
| Spectrum Brands Holdings, Inc. | 16 | 2026 Proxy Statement |
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, 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 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: 49 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. | 17 | 2026 Proxy Statement |
Director Biographies
CORPORATE GOVERNANCE
Director Compensation Table for Fiscal 2025
Director Compensation Table for Fiscal 2025 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 $20,000. Directors are permitted to make an annual election to receive all of their director compensation (including for service on committees of our Board) in the form of Company stock awards in lieu of cash. For Fiscal 2025, the grants of RSUs were made on November 19, 2024. All such RSUs vested on October 1, 2025. For Fiscal 2025, compensation for service on the standing committees of our Board was paid in an annual amount as follows below.
Director Compensation Table for Fiscal 2025
| Committee | Chair Annual Retainer ($) | Member Annual Retainer ($) | | Audit | 20,000 | 0 | | Compensation | 15,000 | 0 | | NCG | 15,000 | 0 |
Director Compensation Table for Fiscal 2025
| Spectrum Brands Holdings, Inc. | 27 | 2026 Proxy Statement |
Director Compensation Table for Fiscal 2025
The table set forth below, together with its footnotes, provides information regarding compensation paid to our directors in Fiscal 2025.
Director Compensation Table for Fiscal 2025
| Name1 | Fees Earned or Paid in Cash2 ($) | Stock Awards3,4 ($) | All Other Compensation5 ($) | Total ($) | | Sherianne James | 119,956 | 125,010 | 6,214 | 251,180 | | Terry L. Polistina | 160,031 | 144,958 | 7,736 | 312,725 | | Hugh R. Rovit | 104,972 | 125,010 | 5,835 | 235,817 | | Gautam Patel | 125,010 | 125,010 | 6,342 | 256,362 | | Leslie L. Campbell | 105,000 | 125,010 | 5,835 | 235,845 | | Joan Chow6 | 105,000 | 125,010 | 3,170 | 233,180 |
Director Compensation Table for Fiscal 2025
1.This table includes only directors who received compensation during Fiscal 2025. 2.Mr. Campbell and Ms. Chow received their annual cash retainer in cash, which was paid to them in equal quarterly installments. All remaining directors elected to receive their cash retainers, including any annual Committee Chair fees, 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 $90.26 for grants made on November 19, 2024. The directors who elected to receive their cash in stock received the following number of RSUs, which vested on October 1, 2025: Ms. James, 1,329; Mr. Patel, 1,385; Mr. Polistina,1,773; and Mr. Rovit, 1,163. 3.Amounts in this column represent the aggregate grant date fair value of each annual RSU award computed in accordance with FASB ASC Topic 718. The value was computed by multiplying the number of shares underlying the RSU 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 $90.26 for grants made on November 19, 2024. The directors received the following number of RSUs, which vested on October 1, 2025: Mr. Campbell, 1,385; Ms. Chow, 1,385; Ms. James, 1,385; Mr. Patel, 1,385; Mr. Polistina, 1,606; and Mr. Rovit, 1,385. 4.As of September 30, 2025, Mses. Chow and James held 1,385 and 2,714 outstanding unvested RSUs, respectively, and Messrs. Campbell, Patel, Polistina and Rovit held 1,385, 2,770, 3,379 and 2,548 outstanding unvested RSUs, respectively. 5.This amount reflects dividend equivalents paid in cash on RSUs that vested during Fiscal 2025 and which were not factored into the grant date fair value of the RSUs. 6.On November 17, 2025, Ms. Chow resigned unexpectedly from the Board to attend to a family matter. Ms. Chow's departure was not due to any disagreement with the Company.
Strategy and Long-Term Growth
Strategy and Long-Term Growth Our strategic goals are focused around: •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; •Returning capital to our stockholders 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 may, in the future, 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
•although our CEO’s equity award grant date value for Fiscal 2025 (at target) was approximately $6.75 million based on the November 19, 2024 closing price of $90.26 per share, which was unchanged from Fiscal 2024, the actual realized value of the award will depend on a combination of the stock price at vesting (which will not occur until December 2027), 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 ensure it is both reasonable and incentivizing. See “Reported versus Realizable Pay” on page 41; •70% of the value of the equity award granted to our CEO during Fiscal 2025 remains subject to achieving the performance criteria over a three-year period described below; and •no portion of the Fiscal 2025 LTIP awards (the RSUs or PSUs) is eligible for vesting until December 2027. •Annual Cash Incentives Reflect Pay-for-Performance Compensation Philosophy. Consistent with our compensation philosophy that NEO compensation be tied to the Company’s performance, in years where the Company did not meet the minimum preset performance levels, such as in Fiscal Year 2022, no cash incentives were paid to any of our NEOs under our MIP. For Fiscal 2025, we paid below-target annual cash incentives to our NEOs under our MIP based on our Fiscal 2025 performance set against preset performance levels. •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 the number of executive officers. For this reason, our four NEOs assumed additional responsibilities. We also reduced the size of our Board from nine to six members. •Responsiveness to Stockholders. As described below, we engage with our stockholders and periodically make responsive changes to our executive compensation program to ensure it is aligned with our business objectives. For example, for Fiscal 2023, based on feedback from our stockholders, we modified our performance metrics under our MIP so that there is only one overlapping performance metric between our MIP and three-year LTIP program - Adjusted EBITDA - based on it being an important financial metric for both our annual MIP and three-year LTIP program.
Our Compensation Best Practices
| What We Do | | | | | | | ✓ | We maintain an independent Compensation Committee with an ongoing review of our compensation philosophy and practices and an ability to consult with its own independent compensation consultant. | ✓ | We set robust incentive targets and strongly align pay and performance by placing 89.7% of our CEO’s annual, reoccurring compensation opportunity and 77.1% (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 97% support in favor of our compensation practices. | ✓ | We have a 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 stockholder outreach to understand stockholder feedback and input on our 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 programs 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 67% 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 incentive programs. 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 stockholders and proxy advisory firms. |
Our Compensation 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 accelerated vesting of equity upon retirement for our NEOs. | | X | We do not make loans to executive officers or directors.X | We do not provide for single-trigger vesting of equity upon a change in control. | | 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 excessive perquisites, and our NEOs do not participate in defined benefit pension plans or nonqualified deferred compensation plans. | | X | We do not provide immediate vesting on equity based awards and have committed to a 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 guarantee minimum bonuses to our NEOs. | | X | We do not grant discounted options and our 2020 Equity Plan prohibits repricing of stock options without stockholder approval.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. |
Philosophy on Performance-Based Compensation
Philosophy on Performance-Based Compensation Our Fiscal 2025 executive compensation programs were designed so that a significant portion of the value of each NEO’s annual total compensation (which varies by individual) would be based on the achievement of Company-wide performance objectives. In approving these programs, our Compensation Committee concluded that a combination of annual fixed base pay and variable, incentive-based pay provided our NEOs with an appropriate mix of cash compensation and equity-based compensation. For Fiscal 2025, the percentage of annual, ongoing target total compensation that was at-risk (that is, variable annual cash incentive compensation and equity awards) for our CEO was 89.7% and for the other NEOs was 77.1%, as a group. The chart below sets forth the percentage of target ongoing Fiscal 2025 compensation that was fixed compared to at-risk for the CEO and the other NEOs as a group. To highlight the alignment of the incentive plans with stockholder interests, our ongoing annual and long-term incentive programs (whether equity or cash-based) in Fiscal 2025 were predominantly performance-based with (i) our MIP being 100% performance-based and (ii) the three-year LTIP being 70% performance-based. Our pay-for-performance philosophy is evidenced by the fact that below target payouts under the Fiscal 2023 LTIP PSUs (which were based on the Company's three-year performance from Fiscal 2023-2025) were made to our NEOs, and payouts under the MIP to our NEOs for Fiscal 2025 were also below target, each as shown below. This philosophy is also shown in the realizable pay that our NEOs actually received in Fiscal 2025 as described below under "Reported versus Realizable Pay.”
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 2025, WTW reviewed the peer group and proposed no changes from the Fiscal 2024 peer group. For Fiscal 2025, the peer group utilized continued to consist of the following 15 companies:
Peer Group
| | Fiscal 2025 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. 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 2025. WTW received $107,767 for executive and director compensation consulting in Fiscal 2025. WTW provided consulting services relating to our health and benefit plans during Fiscal 2025 and received approximately $9,310 for these services. The Compensation Committee reviews additional consulting services, while considering the potential effects on WTW’s independence.
Compensation Elements
| 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 responsibilities and performance and internal parity. | | Performance Considerations | •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
| MIP: Annual Cash Incentive | | | Purpose | •Motivate achievement of strategic priorities relating to key annual financial metrics. | | Operation | •Target cash incentive opportunities are determined by competitive market practices and internal parity. •Actual cash incentive 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 cash incentive is paid if the relevant performance metrics are not achieved. | | Performance Considerations | •For the Fiscal 2025 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%) based on achievement of financial metrics established at the beginning of the performance period. |
Compensation Elements
| 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 stockholder 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 2025 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 “Our Practices and Policies-Stock Ownership Guidelines”). | | Performance Considerations | •Long-term incentive awards focusing on cumulative performance over three-year period ending Fiscal 2027, which are granted in the form of performance-based PSUs (70% of award) and time-based RSUs (30% of award). •For the Fiscal 2025 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 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. | | Payout Curves | •For the Fiscal 2025 performance-based PSUs, the upper and lower ends of our payout curves for each performance metric were expanded such that, to receive the maximum payout under each metric, performance of 20% or more above target must be achieved, and to receive at least threshold payout under each metric, performance of no more than 20% below target must be achieved. |
Compensation Elements
| Performance Measure | MIP | 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 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, be included in the calculation from the date of acquisition and the negative impact of tariffs increases or similar actions during the fiscal year will be excluded from this measure. | ✓ | ✓ | | “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 the applicable fiscal year. The result of the formula in the preceding sentence is then adjusted by the Compensation Committee in good faith 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, be included in the calculation from the date of acquisition and the negative impact of tariffs increases or similar actions during the fiscal year will be excluded from this measure. | ✓ | | | “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), provided, that, global sales will not be adjusted for translation impact. Net Sales will also 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 be adjusted to negate the effects of any dispositions, exclude or include amounts from acquisitions completed in the current year, and the negative impact of tariffs increases or similar actions during the fiscal year will be excluded from this measure. | ✓ | | | “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. The result of the formula in the preceding sentences shall then be adjusted by the Compensation Committee reasonably and in good faith so as to negate the effects of any dispositions, the negative impact of tariffs increases or similar actions during the fiscal year, non-renewal of a significant license agreement or the impact of significant Board-approved capital allocation decisions on interest income; 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, be included in the calculation from the date of acquisition. | | ✓ | | “Adjusted Return on Average Equity” means the 3-year cumulative Adjusted Net Income (Adjusted EBITDA less interest, taxes, depreciation and amortization) divided by the sum of the 3-year average year 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 so as to negate the effects of any dispositions or non-renewal of a significant license agreement; 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 be included in the calculation from the date of acquisition and the negative impact of tariffs increases or similar actions during the fiscal year will be excluded from this measure. | | ✓ |
Management Incentive Plan
Management Incentive Plan For Fiscal 2025, our MIP award levels achievable at target for each NEO were as follows:
Management Incentive Plan
| Named Executive | MIP Target as % of Annual Base Salary | | David M. Maura | 125% | | Faisal Qadir | 40% | | Ehsan Zargar | 60% | | Jeremy Smeltser | 85% |
Management Incentive Plan
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Management Incentive Plan
The performance metrics for each of our NEOs were equal to those established for the Company as a whole. The maximum MIP cash incentive 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 2025: •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 2025 as well as actual results calculated in accordance with the terms of our MIP incentive program established for Fiscal 2025 (including the exclusion of the impact from tariffs and similar actions).
Management Incentive Plan
| | Performance Required to Achieve Cash Incentive % as Indicated ($ in millions) | | | | | | | Performance Metric | Weight (% of Target Cash Incentive) | Threshold (0%) | Target (100%) | Maximum (200%)1 | Actual Results | Fiscal 2025 Payout (% of Target Cash Incentive) | | Adjusted EBITDA | 33.3% | $310.54 | $345.04 | $369.19 | $345.99 | 103.94% | | Adjusted Average Inventory Turns | 33.3% | 3.50 | 3.68 | 3.79 | 3.69 | 109.06% | | Net Sales | 33.3% | $2,890.57 | $3,042.71 | $3,133.99 | $2,934.57 | 28.92% |
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 $381.27 million, 3.85 and $3,179.63 million, respectively.
Long Term Incentive Plan
Long Term Incentive Plan Fiscal 2025 LTIP Grants. Our Fiscal 2025 LTIP grants cover service and cumulative performance over the three-year period commencing October 1, 2024 and ending September 30, 2027. Of the LTIP 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 table below sets forth the number of PSUs and RSUs each NEO was granted in Fiscal 2025 pursuant to the LTIP.
Long Term Incentive Plan
| Name | 70% Performance- Based (at Target) | 30% Time Based | Potential Upside Performance -Based | | David M. Maura | 52,349 | 22,435 | 13,087 | | Faisal Qadir1 | 1,385 | 1,385 | 346 | | Ehsan Zargar | 13,960 | 5,983 | 3,490 | | Jeremy Smeltser | 11,633 | 4,986 | 2,908 |
Long Term Incentive Plan
1.For Fiscal 2025, Mr. Qadir received a 50% performance-based and 50% time-based LTIP award as he was a Vice President when the award was issued. Grants made to Mr. Qadir for Fiscal 2026 and onwards will have terms consistent with LTIP grants to our other NEOs. 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
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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 | $870.9 | $1,087.7 | $1,305.2 | | Adjusted Free Cash Flow | $434.3 | $542.2 | $650.6 | | Adjusted Return on Equity | 22.60% | 28.30% | 34.00% |
Long Term Incentive Plan
Actual Payout of Fiscal 2023 PSUs. The PSUs granted in Fiscal 2023 were subject to performance over the three-year period that ended September 30, 2025, as shown in detail in our prior disclosure. The performance metrics were Adjusted EBITDA, Adjusted Free Cash Flow and Adjusted Return on Equity. Our performance over this three-year period, calculated in accordance with the definitions set forth in the LTIP and described above (including the exclusion of the impact from tariffs and similar actions), resulted in a below target payout of approximately 92.11% of the target PSUs granted in Fiscal 2023 that vested in December 2025, as reflected in the following table.
Long Term Incentive Plan
| Name | Actual 2023 LTIP PSUs Earned and Vested | 2023 LTIP PSUs Forfeited (from Target Grant Level) | | David M. Maura | 69,915 | 5,989 | | Faisal Qadir1 | 2,312 | 198 | | Ehsan Zargar | 20,716 | 1,774 | | Jeremy Smeltser | 15,277 | 1,309 |
Timing of Stock-Based Grants
Timing of Stock-Based Grants The Company maintains a consistent practice regarding the timing of equity awards and does not grant equity, in anticipation of the release of material nonpublic information. During Fiscal 2025, the Company did not grant stock options to its employees and does not anticipate that it will use options as part of its compensation program going forward. The Company generally provides stock, restricted stock, RSUs and PSUs as part of the compensation program made available to directors, NEOs and other employees. With respect to annual stock awards granted in Fiscal 2025 to directors and NEOs, these were made (and the number of shares determined) on the second business day following the filing and public dissemination of the Company’s 10-K and audited financial statements.
Summary Compensation Table
Summary Compensation Table
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards2 ($) | Non-Equity Incentive Plan Compensation3 ($) | All Other Compensation4 ($) | Total ($) | | David M. Maura Executive Chairman and Chief Executive Officer | 2025 | 900,000 | — | 6,750,004 | 907,200 | 199,832 | 8,757,036 | | | 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 | | Faisal Qadir1 Executive Vice President and Chief Financial Officer | 2025 | 304,388 | — | 250,020 | 100,260 | 25,055 | 679,723 | | Ehsan Zargar Executive Vice President, General Counsel and Corporate Secretary | 2025 | 400,000 | — | 1,800,055 | 193,536 | 151,789 | 2,545,380 | | | 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 | | Jeremy Smeltser1 Former Executive Vice President and Chief Financial Officer | 2025 | 600,000 | — | 1,500,031 | 411,264 | 169,721 | 2,681,016 | | | 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 |
Summary Compensation Table
1.Mr. Qadir became our new Executive Vice President and Chief Financial Officer effective September 3, 2025. Per Mr. Qadir's employment agreement, NEO compensation and benefits became effective as of October 1, 2025, the first day of Fiscal 2026. Mr. Smeltser served as our Executive Vice President and Chief Financial Officer until September 3, 2025 and continued as a full-time employee of the Company until December 31, 2025. 2.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 2025 Annual Report). This column represents grants under the LTIP 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 Fiscal 2025 LTIP, the value reported in this column for 2025 would have been as follows: Mr. Maura $7,931,236; Mr. Qadir $281,250; Mr. Zargar $2,115,063; and Mr. Smeltser $1,762,507. At the lowest level of performance, the PSUs are forfeited. The amounts shown in this column do not reflect the actual payout. For further information regarding LTIP grants, see “Compensation Discussion and Analysis-Fiscal 2025 Compensation Component Pay-Outs-Long-Term Incentive Plan” and the table entitled “Grants of Plan-Based Awards Table for Fiscal 2025” and its accompanying footnotes. 3.This column represents cash amounts earned under the Company’s MIP program for performance during the applicable year. As presented in the table, there was only partial MIP payment for Fiscal 2025 because the previously established performance targets were not fully achieved. For additional detail on the 2025 MIP and the determination of the awards thereunder, please refer to the discussion under the heading “Compensation Discussion and Analysis-Fiscal 2025 Compensation Component Pay-Outs-Management Incentive Plan” and the table entitled “Grants of Plan-Based Awards Table for Fiscal 2025” and its accompanying footnotes. 4.Please see the following table for the details of the amounts that comprise the All Other Compensation column.
Summary Compensation Table
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Grants of Plan-Based Awards Table for Fiscal 2025
Grants of Plan-Based Awards Table for Fiscal 2025 The following table and footnotes provide information with respect to equity grants made to our NEOs during Fiscal 2025 as well as the range of future payouts under non-equity incentive awards for our NEOs.
Grants of Plan-Based Awards Table for Fiscal 2025
| Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards2 | | | Estimated Future Payouts Under Equity Incentive Plan Awards3 | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock Awards4 ($) | | | | Threshold ($) | Target ($) | Maximum ($) | Target (#) | Maximum (#) | | | | David M. Maura | 11/12/2024 | — | 1,125,000 | 2,812,500 | | | | | | | 11/19/2024 | — | — | — | 52,349 | 65,436 | 22,435 | $6,750,004 | | Faisal Qadir | 11/12/2024 | — | 124,330 | 248,660 | | | | | | | 11/19/2024 | — | — | — | 1,385 | 1,731 | 1,385 | $250,020 | | Ehsan Zargar | 11/12/2024 | — | 240,000 | 480,000 | | | | | | | 11/19/2024 | — | — | — | 13,960 | 17,450 | 5,983 | $1,800,055 | | Jeremy Smeltser1 | 11/12/2024 | — | 510,000 | 1,020,000 | | | | | | | 11/19/2024 | — | — | — | 11,633 | 14,541 | 4,986 | $1,500,031 |
Grants of Plan-Based Awards Table for Fiscal 2025
1.Pursuant to Mr. Smeltser’s separation agreement with the Company, he received (1) a Fiscal 2025 MIP cash incentive amount of $411,264 based on actual Company performance during Fiscal 2025, with such payment made at the same performance level as the other NEOs, and (2) the pro rata vesting of the time-based portion of his Fiscal 2025 LTIP award, totaling 1,829 shares of Company common stock. He forfeited the balance of his Fiscal 2025 LTIP award. Upon his separation, Mr. Smeltser received only such payments and vesting as he was entitled to under his employment agreement in connection with his termination without “cause.” 2.Represents the threshold, target and maximum payouts under the Fiscal 2025 MIP. The actual amounts earned under the plan for Fiscal 2025 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 2025 Compensation Component Pay-Outs-Management Incentive Plan” for a discussion of the terms of the Fiscal 2025 MIP. 3.Represents the number of RSUs and PSUs awarded under the Fiscal 2025 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 2025 Compensation Components Pay-Outs-LTIP” for a discussion of the terms of these awards. 4.See footnote 2 to the Summary Compensation Table.
Grants of Plan-Based Awards Table for Fiscal 2025
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Outstanding Equity Awards at the End of Fiscal 2025
Outstanding Equity Awards at the End of Fiscal 2025 The following table and footnotes set forth information regarding outstanding options and restricted stock unit awards as of September 30, 2025 for our NEOs. The market value of shares that have not vested was determined by multiplying $52.53, the closing market price of the Company’s stock on September 30, 2025, the last trading day of Fiscal 2025, by the number of shares.
Outstanding Equity Awards at the End of Fiscal 2025
| Name | Number of Securities Underlying Unexercised Options Exercisable (#) | Option Exercise Price ($) | 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 | 51,309 | 95.43 | 11/28/2026 | — | | — | — | | — | | | | | | 32,530 | 4 | 1,708,801 | 69,915 | 5 | 3,672,635 | | | | | | 30,575 | 6 | 1,606,105 | 89,178 | 7 | 4,684,520 | | | | | | 22,435 | 8 | 1,178,511 | 52,349 | 9 | 2,749,893 | | Faisal Qadir | | | | 854 | 4 | 44,861 | 2,312 | 5 | 121,449 | | | | | | 1,265 | 10 | 66,450 | 2,359 | 7 | 123,918 | | | | | | 1,385 | 11 | 72,754 | 1,385 | 9 | 72,754 | | Ehsan Zargar | | | | 9,639 | 4 | 506,337 | 20,716 | 5 | 1,088,211 | | | | | | 27,027 | 12 | 1,419,728 | 23,781 | 7 | 1,249,216 | | | | | | 5,983 | 8 | 314,287 | 13,960 | 9 | 733,319 | | Jeremy Smeltser | | | | 7,108 | 4 | 373,383 | 15,277 | 5 | 802,501 | | | | | | 25,669 | 13 | 1,348,393 | 19,818 | 14 | 1,041,040 | | | | | | 4,986 | 15 | 261,915 | 11,633 | 16 | 611,081 |
Outstanding Equity Awards at the End of Fiscal 2025
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, 2025 ($52.53). 3.This column shows the number of Fiscal 2023, 2024 and 2025 LTIP PSUs subject to performance-based vesting. For the Fiscal 2023 PSU grants, we have shown the actual shares that became vested in December 2025 based on performance through Fiscal 2025 year-end (no payout). For the Fiscal 2024 PSU grants, we have shown the number of PSUs that would be payable upon maximum level of performance. For the Fiscal 2025 PSU grants, we have shown the number of PSUs that would be payable upon the target level of performance. 4.These Fiscal 2023 LTIP RSUs vested on December 5, 2025. 5.These Fiscal 2023 LTIP PSUs vested on December 5, 2025. 6.These Fiscal 2024 LTIP RSUs vest on December 4, 2026, subject to continued employment. 7.These Fiscal 2024 LTIP PSUs vest on December 4, 2026, subject to continued employment and achievement of the applicable performance metrics. 8.These Fiscal 2025 LTIP RSUs vest on December 3, 2027, subject to continued employment. 9.These Fiscal 2025 LTIP PSUs vest on December 3, 2027, subject to continued employment and achievement of the applicable performance metrics. 10.These Fiscal 2024 LTIP RSUs partially vested on December 5, 2025. The remaining RSUs will vest on December 4, 2026, subject to continued employment.
Outstanding Equity Awards at the End of Fiscal 2025
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Outstanding Equity Awards at the End of Fiscal 2025
11.These Fiscal 2025 LTIP RSUs partially vested on December 5, 2025. The remaining RSUs will vest on December 4, 2026 and December 3, 2027, subject to continued employment. 12.These Fiscal 2024 Retention RSUs partially vested on December 5, 2025. The remaining Fiscal 2024 Retention RSUs and all Fiscal 2024 LTIP RSUs will vest on December 4, 2026, subject to continued employment. 13.These Fiscal 2024 Retention RSUs partially vested on December 5, 2025. The remaining Fiscal 2024 Retention RSUs and the Fiscal 2024 LTIP RSUs vested pro rata on December 31, 2025 and the remaining RSUs were forfeited in connection with Mr. Smeltser’s separation. 14.These Fiscal 2024 LTIP PSUs were forfeited on December 31, 2025 in connection with Mr. Smeltser’s separation. 15.These Fiscal 2025 LTIP RSUs vested pro rata on December 31, 2025 and the remaining RSUs were forfeited in connection with Mr. Smeltser’s separation. 16.These Fiscal 2025 LTIP PSUs were forfeited on December 31, 2025 in connection with Mr. Smeltser’s separation.
Option Exercises and Stock Vested During Fiscal 2025
Option Exercises and Stock Vested During Fiscal 2025 The following table and footnotes provide information regarding option exercises and stock awards vested during Fiscal 2025 for our NEOs.
Option Exercises and Stock Vested During Fiscal 2025
| | 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 | 15,817 | 1,500,717 | 1,164 | 4,481 | | Faisal Qadir3 | 1,858 | 176,287 | — | — | | Ehsan Zargar4 | 4,687 | 444,703 | — | — | | Jeremy Smeltser5 | 3,456 | 327,905 | — | — |
Option Exercises and Stock Vested During Fiscal 2025
1.For stock awards, the amount for Mr. Maura in this column represents the value realized upon the vesting of 15,817 RSUs and 0 PSUs on December 6, 2024. 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 $94.88 on December 6, 2024. 2.For option awards, the amount for Mr. Maura in this column represents the value realized upon the exercise of 1,164 NQ stock options on November 18, 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 $90.23, less the option price of $86.38. 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. Qadir in this column represents the value realized upon the vesting of 1,858 RSUs and 0 PSUs on December 6, 2024. 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 $94.88 on December 6, 2024. 4.For stock awards, the amount for Mr. Zargar in this column represents the value realized upon the vesting of 4,687 RSUs and 0 PSUs on December 6, 2024. 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 $94.88 on December 6, 2024. 5.The amount for Mr. Smeltser in this column represents the value realized upon the vesting of 3,456 RSUs and 0 PSUs on December 6, 2024. 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 $94.88 on December 6, 2024. Upon his separation on December 31, 2025, Mr. Smeltser's unvested PSUs were forfeited, his unvested RSUs vested on a pro rata basis and he did not receive a Fiscal 2026 LTIP grant. 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 2022 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;
Option Exercises and Stock Vested During Fiscal 2025
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Option Exercises and Stock Vested During Fiscal 2025
•All of Mr. Maura’s stock options reflected in this table were granted on November 24, 2015 and were approaching their expiration date of November 24, 2025; •For Mr. Maura's awards granted in Fiscal 2022, none 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 2022-2024, based strictly on the metrics disclosed in the proxy for the year granted without any adjustments; •No PSUs were earned as below threshold performance level achievement was attained based on 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 6, 2024 or stock acquired from the stock option exercise on November 18, 2024, other than the required withholding of shares by the Company to satisfy its tax withholding obligations.
Pension Benefits
Pension Benefits None of our NEOs participated in any pension plans during, or as of the end of, Fiscal 2025.
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 2025.
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, 2025 to each of our NEOs who were employed by the Company as NEOs on the last day of Fiscal 2025 under the various scenarios for termination of employment or a change in control of the Company had such scenarios occurred on September 30, 2025.
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 | | 2025 | 8,757,036 | (1,839,996) | 1,968,706 | (448,622) | 103.06 | 117.42 | 100.4 | 289.1 | | 2024 | 10,577,798 | 14,719,467 | 4,323,328 | 5,902,248 | 181.59 | 132.76 | 124.8 | 371.8 | | 2023 | 7,418,786 | 15,184,023 | 1,517,541 | 2,536,142 | 146.55 | 106.13 | 1,801.9 | 275.1 | | 2022 | 6,815,682 | (9,871,558) | 1,989,920 | (2,094,300) | 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. | 66 | 2026 Proxy Statement |
Election of Directors
Election of Directors In accordance with our By-Laws and Charter, our Board currently consists of six members. Our NCG Committee, composed entirely of independent directors under the NYSE Rules, proposes nominees 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, 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 six. VOTE REQUIRED Each director nominee will be elected by the affirmative vote of a majority of the votes cast in person or by proxy. For purposes of this proposal, the affirmative vote of 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. Abstentions and broker non-votes will not be counted as votes "for" or "against" this proposal and will have no effect on the vote. 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 Each of the Nominees for Director. |
Election of Directors
| Spectrum Brands Holdings, Inc. | 72 | 2026 Proxy Statement |