DEF 14A of Newell Brands Inc., Mar 27, 2024

DEF 14A of Newell Brands Inc.

Filed Mar 27, 2024 · FY20230001193125-24-078792

Open on EDGAR

  1. PROPOSAL 1—ELECTION OF DIRECTORS

    PROPOSAL 1—ELECTION OF DIRECTORS

  2. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS The Board has selected the following eight nominees for election to the Board. Except for Messrs. James P. Keane and Anthony Terry, who were appointed as directors by the Board for terms beginning in January 2024 and February 2024, respectively, each nominee listed below was elected by the stockholders at the 2023 Annual Meeting of Stockholders. The nominees will hold office from their election until the next annual meeting of stockholders, or until their successors are elected and qualified. Each of the Board leadership positions and committee assignments are presented to reflect updates that will be made on May 8, 2024. Additionally, Messrs. Robert Steele, Courtney R. Mather and Jay L. Johnson will not stand for re-election at the Annual Meeting, as each has informed the Company of their preference to not seek re-election in order to focus on other commitments, and will step down from their positions as directors of the Company at the end of their current term. The Board wishes to thank Messrs. Steele, Mather and Johnson for their distinguished service to the Company. Proxies will be voted, unless otherwise indicated, FOR the election of all of the eight nominees for director. Each of the nominees identified in this Proxy Statement has consented to being named as a nominee in the Company’s proxy materials and has accepted the nomination and agreed to serve as a director if elected by the Company’s stockholders. The Company has no reason to believe that any of the nominees will be unable to serve as a director. However, should any nominee be unable to serve if elected, the Board may reduce the number of directors, or proxies may be voted for another person nominated as a substitute by the Board. The Board unanimously recommends a vote FOR the election of each nominee for director.

  3. ELECTION OF DIRECTORS

    | Independent Chairperson of the Board Director since 2018 Age: 63 • Compensation and Human Capital Committee | Bridget Ryan Berman • 2018 – Present: Managing Partner of Ryan Berman Advisory, LLC, a consumer and investment advisory firm • 2016 – 2018: Chief Experience and Strategy Officer at ENJOY Technology, Inc., a provider of personal delivery, set-up and training for consumer technology products • During 2016: Management Consultant at Google Inc., a multinational technology company and subsidiary of Alphabet Inc. • 2011 to 2016: Chief Executive Officer of Victoria’s Secret Direct, LLC • 2008 – 2011: Management Consultant for various retail brands, consulting on business strategy, merchandising, marketing and organizational development • 2006 – 2007: Chief Executive Officer of the Giorgio Armani Corporation, a U.S. subsidiary of Giorgio Armani S.P.A. • 2004 – 2005: Vice President and Chief Operating Officer of Retail Stores for Apple Computer, Inc. • 1992 – 2004: Served in a variety of positions, including Group President, Global Retail, at Polo Ralph Lauren Corporation Current Board Appointments: Tanger Factory Outlet Centers, Inc. and Asbury Automotive Group, Inc. Former Board Appointments: J. Crew Group, Inc. and BH Cosmetics, Inc. Director Qualifications: Ms. Ryan Berman brings to the Board experience as a seasoned brand and e-commerce executive with over 35 years of experience in retail, and as a senior level executive has helped oversee the strategies and operations of some of the leading brands in the world. |

  4. ELECTION OF DIRECTORS

    | Director since 2018 Age: 71 • Nominating/ Governance Committee (Chair) • Compensation & Human Capital Committee | Patrick D. Campbell • 2011 – Present: Retired Senior Vice President and Chief Financial Officer of 3M Company • 2002 – 2011: Senior Vice President and Chief Financial Officer of 3M Company • 1977 – 2002: Vice President of International and Europe as well as various finance roles at General Motors Corporation Current Board Appointments: Stanley Black & Decker, Inc. and Herc Holdings Inc. Former Board Appointments: SPX FLOW, Inc., SPX Corporation and Solera Holdings, Inc. Director Qualifications: Mr. Campbell brings to the Board knowledge of financial and accounting matters, company capitalization structures and capital markets gained through his tenures at General Motors and 3M Company, which provide him with insight into a variety of issues applicable to the Company. In addition, he was also responsible for mergers and acquisitions as well as information technology in his role at 3M Company, and provides significant expertise in each of those areas. |

  5. ELECTION OF DIRECTORS

    | Director since 2024 Age: 64 • Compensation & Human Capital Committee (Chair) • Audit Committee | James P. Keane • 2021 – 2022: Vice Chair of Steelcase, Inc. • 2014 – 2021: President and Chief Executive Officer of Steelcase, Inc. • 2013 – 2014: President and Chief Operating Officer of Steelcase, Inc. • 2012 – 2013: Chief Operating Officer of Steelcase, Inc. • 2006 – 2011: President of Steelcase Group within Steelcase, Inc. • 2001 – 2006: Senior Vice President and Chief Financial Officer of Steelcase, Inc. Current Board Appointments: Rockwell Automation Former Board Appointments: Steelcase, Inc. Director Qualifications: Mr. Keane brings to the Board his experience with Steelcase, Inc., which involved leading global teams responsible for corporate strategy, IT, research, product development, design, engineering, manufacturing, sales and distribution. In addition, Mr. Keane gained significant experience managing accounting processes and finances during his positions as Chief Executive Officer and Chief Financial Officer at Steelcase, Inc. |

  6. ELECTION OF DIRECTORS

    | Director since 2018 Age: 64 • Audit Committee • Nominating/ Governance Committee | Gerardo I. Lopez • 2021 – 2022: Executive-in-Residence at Softbank Investment Advisers (“SBIA”), a subsidiary of Japanese multinational conglomerate Softbank Group Corp. • 2018 – 2021: Operating Partner and Head of Operating Group at SBIA • 2017 – 2018: Operating Partner at High Bluff Capital, a private investment firm focused on consumer facing companies • 2015 – 2017: President and Chief Executive Officer of Extended Stay America, Inc. and ESH Hospitality, Inc., the largest integrated owner/operator of company-branded hotels in North America • 2009 – 2015: President and Chief Executive Officer of AMC Entertainment Holdings, Inc. (“AMC”) • 2004 – 2009: Executive Vice President of Starbucks Corporation and President of its Global Consumer Products, Seattle’s Best Coffee and Foodservice divisions • 2001 – 2004: President of the HandIeman Entertainment Resources division of Handleman Company Current Board Appointments: CBRE Group, Inc. and Realty Income Corp. Former Board Appointments: Brinker International, Inc., TXU Corp. (n/k/a Energy Future Holdings Corp.), National CineMedia, Inc., Extended Stay America, Inc., ESH Hospitality, Inc., REI, Inc., AMC, and Safeco Insurance Director Qualifications: Mr. Lopez brings to the Board over three decades of experience in consumer focused industries. In addition, he has overseen a variety of corporate transformations and brings significant expertise in that area. |

  7. ELECTION OF DIRECTORS

    | Director since 2023 President and CEO, Newell Brands Inc. Age: 57 | Christopher H. Peterson • 2023 – Present: President and Chief Executive Officer of Newell Brands Inc. • 2022 – 2023: Chief Financial Officer and President of Newell Brands Inc. • 2020 – 2022: Chief Financial Officer and President, Business Operations of Newell Brands Inc. • During 2019: Interim Chief Executive Officer and Chief Financial Officer of Newell Brands Inc. • 2018 – 2019: Chief Financial Officer of Newell Brands Inc. • During 2018: Executive Vice President and Chief Operating Officer, Operations at Revlon, Inc. • 2017 – 2018: Chief Operating Officer, Operations and Chief Financial Officer at Revlon, Inc. • 2012 – 2017: Various senior positions at Ralph Lauren Corporation including President, Global Brands, Chief Administrative Officer and Chief Financial Officer and Senior Vice President. • 1992 – 2012: Various financial management positions at the Procter & Gamble Company Current Board Appointments: BJ’s Wholesale Club Holdings, Inc. Director Qualifications: Mr. Peterson brings to the Board an extensive background in consumer goods, retail, finance, strategy and global operations as well as experience leading corporate restructuring supply chain and transformation programs. He also brings an important perspective to the Board as the President and Chief Executive Officer of the Company. |

  8. ELECTION OF DIRECTORS

    | Director since 2018 Age: 70 • Audit Committee (Chair) • Nominating/ Governance Committee | Judith A. Sprieser • 2019 – Present: Retired Managing Director of Warrenton Advisors LLC, a strategic planning, corporate governance and business financing advisory firm • 2005 – 2019: Managing Director of Warrenton Advisors LLC • 2000 – 2005: Founder, President and Chief Executive Officer of Transora, Inc. • 1995 – 2000: Various senior positions at Sara Lee Corporation, including Executive Vice President, Chief Financial Officer and Chief Executive Officer of Sara Lee’s Food Group Current Board Appointments: Allstate Insurance Company and Intercontinental Exchange, Inc. Former Board Appointments: Experian plc, Jimmy Choo plc, Koninkilijke Ahold Delhaize N.V., Reckitt Benckiser Group, plc. and Total Wine & More Director Qualifications: Ms. Sprieser brings to the Board decades of experience in both financial and operations management of consumer-packaged goods companies and as a director of large, multi-national corporations operating across multiple sectors. Ms. Sprieser serves on the National Association of Corporate Directors Committee for Audit Committee Chairs. |

  9. ELECTION OF DIRECTORS

    | Director since 2023 Age: 57 • Nominating/ Governance Committee • Compensation & Human Capital Committee | Stephanie P. Stahl • 2022 – Present: Senior Advisor at Boston Consulting Group (“BCG”) • 2015 – Present: Founder of Studio Pegasus, an early stage advisory and angel investing company • 2017 – 2021: Chief Executive Officer and Co-Founder at Ace of Air, a B Corp certified sustainable beauty venture • 2012 – 2015: Global Marketing and Strategy Officer at Coach, Inc. • Prior to 2012: Executive positions at several leading retail and consumer products companies and partner at BCG Current Board Appointments: Dollar Tree, Inc. and Carter’s Inc. Former Board Appointments: Brumate, Founder’s Table and Knoll, Inc. Director Qualifications: Ms. Stahl is a consumer driven and sustainability focused leader, who brings to the Board extensive experience within the consumer sector in marketing, data analytics, digital, sustainability, brand building and strategic planning. |

  10. ELECTION OF DIRECTORS

    | Director since 2024 Age: 56 • Audit Committee • Nominating/ Governance Committee | Anthony Terry • 2021 – 2023: Executive Vice President and Chief Financial Officer of Marriott Vacations Worldwide Corporation (“MVW”) • 2005 – 2021: Senior Vice President, Global Operational Finance of MVW • 1996 – 2005: Various management roles at MVW • Prior to 1996: Various management positions at The Walt Disney Company and Arthur Andersen, LLP Current Board Appointments: Phillips Edison & Company Director Qualifications: Mr. Terry brings to the Board extensive experience in financial analysis, strategic planning and operations. He spent over 26 years at MVW and, prior to becoming the company’s CFO, Mr. Terry held a variety of leadership roles in accounting, finance, inventory optimization and strategic planning. |

  11. INFORMATION REGARDING BOARD OF DIRECTORS AND COMMITTEES

    INFORMATION REGARDING BOARD OF DIRECTORS AND COMMITTEES

  12. 2023 Bonus Plan Results - Corporate

    2023 Bonus Plan Results - Corporate

  13. 2021–2023 LTIP—Performance Results

    2021–2023 LTIP—Performance Results The Company continues to emphasize pay for performance, as evidenced by the design and execution of its compensation program:

  14. 2021–2023 LTIP—Performance Results

    | ● | Based on the Company’s performance during the 2021-2023 performance period, PRSUs granted pursuant to the LTIP in 2021 paid out at 33.33% in February 2024. |

  15. 2021–2023 LTIP—Performance Results

    | ● | Based on the performance of the business units under their management, special PRSU awards granted to Mr. McDermott and Ms. Malkoski in 2020 in connection with the commencement of their employment paid out at 0% in February 2023. |

  16. 2021–2023 LTIP—Performance Results

    | ● | Based on the performance of the Writing Business Unit in 2022, a special PRSU award granted to Ms. Malkoski in 2022 in connection with her appointment as Business Unit CEO for Writing paid out at approximately 33% in May 2023. |

  17. 2021–2023 LTIP—Performance Results

    | ● | Mr. Peterson’s final target total direct compensation (which is comprised of annualized base salary, target annual cash incentive and target value of annual LTIP award) for 2023 was 53% performance-based, and approximately 50% of target total direct compensation of the other named executive officers (on average) was performance-based. |

  18. 2021–2023 LTIP—Performance Results

    | ● | In 2023, the named executive officers received annual LTIP grants that were 50% performance-based, consisting of PRSUs. |

  19. 2021–2023 LTIP—Performance Results

    | ● | The incentive targets for PRSUs granted to named executive officers pursuant to the LTIP in 2023 were weighted 50% to annual adjusted earnings per share performance and 50% to the achievement of free cash flow productivity targets over the three-year performance period, with a +/- 10% modifier based on relative total shareholder return against the TSR Comparator Group (as defined below), representing a continued focus on achieving and sustaining core sales growth, while maintaining an emphasis on cash generation during the performance period. |

  20. 2021–2023 LTIP—Performance Results

    | ● | The annual incentive targets under the Bonus Plan in 2023 for corporate management participants, including Messrs. Peterson, Erceg and Turner, were tied to the achievement of Company-wide goals for adjusted earnings per share, adjusted operating cash flow, adjusted operating income, adjusted gross margin, inventory days on hand and the reduction of SKUs. |

  21. 2021–2023 LTIP—Performance Results

    | ● | The annual incentive targets under the Bonus Plan in 2023 for Mr. McDermott and Ms. Malkoski were weighted 60% to the achievement of Company-wide goals for adjusted earnings per share and adjusted operating cash flow and 40% to the achievement of goals for adjusted operating income, adjusted gross margin, inventory days on hand and SKU reduction at the applicable segment level. |

  22. 2021–2023 LTIP—Performance Results

    | ● | Based on the performance of the Company and the relevant business units in 2023, the Bonus Plan for 2023 paid out at 97% for Messrs. Peterson, Erceg and Turner, 93% for Mr. McDermott and 88% for Ms. Malkoski. |

  23. 2021–2023 LTIP—Performance Results

    | ● | In May 2023, the Committee approved a special purpose, one-time award program referred to as the 2023 Special Incentive Program, or SIP, for certain key employees in order to enhance near term performance and retention incentives. This program was viewed by the Committee as a necessary investment in response to exceedingly high executive turnover, a newly configured executive leadership team, and the need to successfully execute a demanding and complex multi-year turnaround plan. The SIP awards are 100% performance-based for Messrs. Peterson and Erceg and 50% performance-based for Messrs. Turner and McDermott and Ms. Malkoski. The SIP awards were one-time awards and do not form part of the Company’s annual compensation design going forward. |

  24. 2021–2023 LTIP—Performance Results

    Compensation Program Objectives.

  25. 2021–2023 LTIP—Performance Results

    | Objective | Rationale | | Motivate Executives to Meet or Exceed Company Performance Goals | A significant portion of an executive’s total compensation is directly tied to achieving the Company’s performance goals. Each year, the Compensation and Human Capital Committee (the “Committee”) sets the performance goals to reflect the Company’s current business objectives and strategies. | | Reward Individual Performance and Contributions | The individual performance evaluation of each named executive officer, together with the executive’s contribution to Company performance, generally affects most aspects of each executive’s compensation. For example, the Committee typically considers individual performance in determining or recommending an executive’s annual salary, which, in turn, impacts the amount of incentive compensation that the executive could have earned for meeting or exceeding annual performance goals under the Bonus Plan. In addition, the Committee considers the individual performance of the CEO when recommending to the independent members of the Board any adjustments to the grant value to equity awards made to the CEO under the LTIP, and the CEO considers the individual performance of his direct reports, when recommending any adjustments to the grant value for equity awards made to such executives under the LTIP or the final payout percentage of Bonus Plan payments. | | Link the Financial Interests of Executives and Stockholders | The Committee uses performance-based and time-based restricted stock units (“RSUs”) and, in certain cases, stock options to provide long-term incentive compensation and to link the financial interests of the Company’s executives with those of its stockholders. In addition, the named executive officers are subject to stock ownership guidelines that help ensure they retain a significant portion of their vested equity awards. | | Attract and Retain the Best Possible Executive Talent | Successful recruitment and retention of talented executives requires the Company to provide competitive compensation opportunities. To do that, the Company obtains information about compensation practices of its relevant competitors for executive talent, and in 2023, the Company used compensation information compiled from a custom comparator group and published survey data in making decisions concerning named executive officer compensation. |

  26. 2021–2023 LTIP—Performance Results

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

  27. 2021–2023 LTIP—Performance Results

    | What We Do | What We Don’t Do | | ➢ Align pay with performance | ➢ Provide automatic or guaranteed base salary increases | | ➢ Cap annual and long-term incentive awards | ➢ Re-price or back-date stock options | | ➢ Require named executive officers and directors to own a meaningful amount of Company stock | ➢ Reward executives with little link to performance | | ➢ Maintain a compensation recoupment policy | ➢ Pay dividend equivalents on RSUs prior to vesting | | ➢ Maintain anti-hedging and anti-pledging policies for directors, executive officers and other employees | ➢ Provide tax gross ups on golden parachute excise taxes | | ➢ Balance short-term and long-term incentives | ➢ Provide guaranteed incentive payouts over multi-year periods | | ➢ Use an independent compensation consultant that is engaged by the Committee | ➢ Permit directors, executive officers or other employees to engage in hedging or pledging of our stock | | ➢ Periodically review and evaluate plans for management development and succession | | | ➢ Periodically review and update the composition of the compensation peer group, as appropriate | | | ➢ Use competitive practices, peer company and general industry information as a reference for decisions as to the mix and levels of named executive officer compensation | |

  28. 2021–2023 LTIP—Performance Results

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

  29. 2021–2023 LTIP—Performance Results

    | Compensation and Human Capital Committee | ➢ Reviews Company performance and approves the payout level of performance awards, if any, for executives | | | ➢ Reviews and recommends to the independent Board members the CEO’s annual compensation, including salary, bonus and long-term incentives | | | ➢ Approves the annual compensation for all executive officers other than the CEO | | | ➢ Reviews and sets terms and conditions and performance goals for the Bonus Plan and awards under the LTIP | | | ➢ Reviews and approves awards under the Bonus Plan, LTIP and other equity-based awards for all executive officers other than the CEO | | | ➢ Drives efficacy, consistency, market competitiveness and parity in executive compensation plan design |

  30. 2021–2023 LTIP—Performance Results

    | Independent Board Members | ➢ Approve the CEO’s annual compensation, including salary, bonus and long- term incentive compensation |

  31. 2021–2023 LTIP—Performance Results

    | Committee Consultant* | ➢ Assists the Committee in reviewing the effectiveness and competitiveness of the Company’s executive compensation programs and policies | | | ➢ Makes recommendations regarding executive compensation programs consistent with the Company’s business needs, pay philosophy, market trends, and the latest legal and regulatory considerations | | | ➢ Provides market data as background to decisions regarding CEO and senior executive base salary and annual and long-term incentives | | | ➢ Advises the Committee regarding non-executive director pay levels and executive compensation best practices | | | ➢ Maintains independence by providing no other services to the Company (the Committee has evaluated its relationship with each of FW Cook, as of February 2023, and Pearl Meyer, as of February 2024, and has determined that no conflict of interest exists with respect to the services FW Cook and Pearl Meyer provide to the Committee) | | | ➢ Supports the development of a compensation peer group |

  32. 2021–2023 LTIP—Performance Results

    | * FW Cook served as the Committee’s independent consultant until August 8, 2023, at which time the Committee appointed Pearl Meyer as its independent consultant. |

  33. 2021–2023 LTIP—Performance Results

    | President & Chief Executive Officer | ➢ Recommends to the Committee, in the case of other executive officers, base salary amounts, equity awards as well as potential adjustments to incentive awards based on individual performance | | | ➢ Participates in the development of annual Company performance goals under the Bonus Plan |

  34. 2021–2023 LTIP—Performance Results

    | Other Executives | ➢ The CEO’s management team plays a prominent role in gathering information for, and by participating in meetings of, the Committee | | | ➢ The CEO works with the Chief Human Resources Officer regarding recommendations on base salary amounts, annual target bonus and equity awards for executives other than the CEO using competitive market data | | | ➢ The Chief Financial Officer assists in developing recommendations on performance goals and determining whether performance goals were attained by the Company under the Bonus Plan and LTIP |

  35. 2021–2023 LTIP—Performance Results

    In making compensation decisions, the Committee considers several factors including competitive market data, individual and Company performance, skills, experience, complexity and criticality of role and internal pay equity. The Committee does not use a predetermined formula to make its overall decisions, but considers all the above factors. However, in determining the performance-based component of compensation for the Company’s named executive officers in 2023, generally including annual incentive and long-term incentive compensation, the Committee tied payment to adjusted operating cash flow, adjusted earnings per share, adjusted operating income, inventory days on hand, adjusted gross margin, SKU reduction, free cash flow productivity, core sales growth and relative total shareholder return (“TSR”). Such performance goals are intended to align the majority of each named executive officer’s compensation with stockholders’ interests over the near and long term. Similar to 2022, the Committee included annual incentive performance goals for operational metrics to emphasize the importance of continuing to execute on the Company’s strategic operational objectives. In 2023, the Committee utilized performance goals at the corporate and segment level for the reduction of SKUs and inventory days on hand to drive cash flow generation, operational discipline and complexity reduction. Stockholder Engagement. We value the views of our stockholders, and we believe that building positive relationships with our stockholders is critical to our long-term success. To help Company management and the Board understand and consider the issues that matter most to our stockholders, we periodically engage with our stockholders on a range of topics including executive compensation. We then incorporate this feedback into our executive compensation program when we determine it is appropriate. Pursuant to Section 14A of the Exchange Act, the Company is required to submit to stockholders a Say on Pay Proposal. The Company currently submits the Say on Pay Proposal annually to stockholders, with a vote being held at the Annual Meeting. See “Proposal 3—Advisory Resolution to Approve Named Executive Officer Compensation.” At the 2023 Annual Meeting of Stockholders, the Say on Pay Proposal was approved by approximately 95% of votes cast, including abstentions. The Committee considered this level of approval to indicate the support of the substantial majority of the Company’s stockholders and, accordingly, did not make any changes to its executive compensation programs as a direct result of the vote. During the Fall of 2023 and Winter of 2024, the Company conducted outreach with approximately 51% of stockholders. In this process, the Company solicited feedback on the Company’s executive compensation program, as well as governance and sustainability topics. The Company plans to continue to solicit and consider stockholder feedback on these topics in the coming years. Custom Comparator Group. With respect to decisions concerning the compensation of the named executive officers in 2023, including setting 2023 LTIP award values, the Committee used the custom comparator group set forth below. The Committee determined to remove from the prior comparator group Coty, Inc., Hasbro, Inc., Tupperware Brands Corporation, and Fortune Brands Home and Security, Inc., and to add Bath and Body Works, Inc., Masco Corporation, Helen of Troy Limited and Stanley Black and Decker, Inc., based on the primary criteria of revenues, market value and type of business. In addition, the Committee determined to remove several non-U.S. companies, specifically Societe Bic, SA, Brother Industries, Ltd., Dorel Industries, Inc., Groupe SEB SA, Henkel AG and Company, KGaA and Koninklijke Philips N.V., primarily due to the differences in pay and governance structures. The Committee considered the companies in the revised custom comparator group to better represent competitors for executive talent and reflect, to varying degrees, companies of similar size, global presence, business complexity and brand recognition. The following 16 companies were in the Company’s custom comparator group for 2023.

  36. 2023 Custom Comparator Group

    2023 Custom Comparator Group

  37. 2023 Custom Comparator Group

    | Avery Dennison Corporation | Kimberly-Clark Corporation | | Bath and Body Works, Inc. | Masco Corporation | | The Clorox Company | Mattel, Inc. | | Church & Dwight Co., Inc | Reckitt Benckiser Group plc | | Colgate-Palmolive Company | Spectrum Brands Holding, Inc. | | Electrolux AB | Stanley, Black & Decker, Inc. | | General Mills, Inc. | VF Corporation | | Helen of Troy Limited | Whirlpool Corporation |

  38. 2023 Custom Comparator Group

    Compensation Survey Data. The Company periodically obtains information on the compensation practices of companies in both the custom comparator group and general industry and compares the Company’s executive compensation components to that data. In 2023, the Company used competitive practice, peer company and general industry information as a reference for decisions regarding:

  39. 2023 Custom Comparator Group

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

  40. 2023 Custom Comparator Group

    | ● | the portion of total compensation that is equity or cash; |

  41. 2023 Custom Comparator Group

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

  42. 2023 Custom Comparator Group

    | ● | adjustments to the amount, types and allocation of long-term incentive awards granted in 2023. |

  43. 2023 Custom Comparator Group

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

  44. 2023 TSR Comparator Group

    2023 TSR Comparator Group

  45. 2023 TSR Comparator Group

    | Avery Dennison Corporation | Kimberly-Clark Corporation. | | Bath and Body Works, Inc. | Masco Corporation | | Church and Dwight Co., Inc. | Mattel, Inc. | | The Clorox Company | Spectrum Brands Holdings, Inc. | | Colgate-Palmolive Company | Stanley Black and Decker, Inc. | | General Mils, Inc. | VF Corporation | | Helen of Troy Limited | Whirlpool Corporation |

  46. 2023 TSR Comparator Group

    Setting Compensation Opportunity. Each element of the compensation program complements the others and, together, is intended to achieve the Committee’s principal compensation objectives. When decisions about compensation for an executive officer are made, the impact on the total value of all these elements of compensation for the individual is considered. The Committee periodically reviews total direct compensation summary reports, which identify key elements of the compensation paid to or realizable by each executive officer. The Committee uses the summary reports to review the overall pay and benefit levels and provide additional perspective on how the executive compensation program meets the Company’s compensation objectives. For executive officers, the Committee reviews competitive market data and establishes target total direct compensation opportunities based on the following factors: individual performance, breadth of the executive’s responsibility, strategic importance of the position, internal pay equity, competitive market data, the circumstances surrounding the executive’s initial hiring or promotion to a position with increased responsibilities and the desire to promote executive retention. The Committee does not apply a formulaic approach to setting individual elements of the named executive officers’ compensation or their total compensation amounts. The 2023 Summary Compensation Table shows the compensation of each named executive officer for the fiscal year ended December 31, 2023. Mix of Pay. Target total direct compensation for each of the named executive officers includes the executive’s base salary and target bonus opportunity plus the target value of the executive’s annual LTIP award. To reinforce the Company’s pay for performance philosophy, the Committee and the independent members of the Board, at the Committee’s recommendation, approved a final target total direct compensation package for 2023 for Mr. Peterson that was in the aggregate 88% at risk and 53% contingent on performance. In addition, in 2023, approximately 80% of target total direct compensation for other named executive officers (on average) was at risk and approximately 50% was contingent upon performance. As a result, realized compensation fluctuates significantly with the Company’s financial results and share price. The Committee believes this approach motivates executives to consider the impact of their decisions on stockholder value.

  47. 2023 Target Annual Compensation Mix and “Pay at Risk”*

    Consideration of Individual Performance. As part of the Company’s annual performance evaluation process, the CEO and each named executive officer establish that officer’s individual performance objectives for the coming year. These performance objectives are not specifically weighted or otherwise intended to be formulaic, but rather serve as the framework upon which the CEO evaluates the named executive officer’s overall performance. The CEO’s evaluation of a named executive officer’s performance relative to these objectives involves judgment based on the CEO’s observations of, and interaction with, the executive throughout the year. No single performance objective is material to the CEO’s evaluation of the named executive officer’s performance; however, these performance goals, which reinforce alignment of Company and stockholder interests, are critical to the evaluation of each named executive officer. The CEO’s evaluation of individual performance is considered when he recommends to the Committee, in the case of other named executive officers, base salary amounts, annual incentive payout amounts and equity grants. At the beginning of the year, the CEO discusses with the independent members of the Board the CEO’s individual performance objectives and priorities. The CEO’s performance objectives are not specifically weighted or otherwise intended to be formulaic, but rather serve as the framework upon which the Committee and the full Board evaluate the CEO’s performance. The evaluation of the CEO’s overall performance relative to these objectives involves a high degree of judgement. No single performance objective is material to the Board’s evaluation of the CEO’s performance; however, these performance goals, which reinforce alignment of Company and stockholder interests, are critical to the CEO evaluation. The Committee and Board also take into consideration the CEO’s performance when developing his base salary increase, if any, annual incentive target amounts and long-term incentive grant value, which compensation elements are discussed in more detail below. Key Elements of Executive Compensation. Salary. Salaries are paid to provide a predictable, fixed cost element of compensation to attract and retain qualified executives. Salaries provide executives with a base level of income and are set based on the factors outlined above in “Setting Compensation Opportunity.”

  48. 2023 Target Annual Compensation Mix and “Pay at Risk”*

    Mr. Peterson’s base salary rate increased from $900,000 to $1,300,000, in May 2023, when he was appointed to the role of CEO of the Company. In February 2023, the Committee increased the base salary rate for each of Mr. McDermott and Ms. Malkoski from $625,000 to $700,000 in connection with their promotions to Segment CEO roles. Mr. Turner also received a base salary increase from $700,000 to $725,000 in February 2023. Mr. Erceg received a base salary rate of $800,000 in connection with his appointment as Chief Financial Officer for the Company. Mr. Saligram did not receive any increase to his base salary in 2023. Annual Incentive Compensation. The Company believes that the opportunity to earn annual cash incentives for each named executive officer serves the Company’s goals to:

  49. 2023 Target Annual Compensation Mix and “Pay at Risk”*

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

  50. 2023 Target Annual Compensation Mix and “Pay at Risk”*

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

  51. 2023 Bonus Targets and Actual Performance

    2023 Bonus Targets and Actual Performance

  52. 2023 Bonus Targets and Actual Performance

    | Goal Category | Target/ Target Zone for Payout at 100% | Minimum Threshold for Payout(1) | Performance for Maximum Payout(1) | Actual Performance | Payout (as a % of Target) | | Corporate Performance Goals | | | | | | | Adjusted Operating Cash Flow | $875-$925 million | >$750 million | $1 billion | $979 million | 158% | | Adjusted Earnings Per Share | $1.05-$1.15 | >$.87 | $1.27 | $0.79 | 0% | | Adjusted Operating Income | $871 million | >$800 million | $940 million | $570 million | 0% | | Adjusted Gross Margin | 31.1% | >30.1% | 32.1% | 30.2% | 14% | | Inventory Days (2) | 109 | <122 | 100 | 98 | 200% | | SKU Reduction | 4,456 | >2,456 | 6,456 | 6,505 | 200% | | Final Payout Percentage (corporate performance goals only) | | | | | 97% | | Home and Commercial Solutions Segment Performance Goals (Mr. McDermott) | | | | | | | Adjusted Operating Income (3) | $648 million | >$595 million | $699 million | $516 million | 0% | | Adjusted Gross Margin (3) | 27.7% | >26.3% | 28.7% | 26.2% | 0% | | Inventory Days (2) | 94 | <104 | 87 | 88 | 177% | | SKU Reduction | 2,390 | >1,375 | 3,405 | 4,043 | 200% | | Final Payout Percentage (including both corporate and segment goals) (McDermott) | | | | | 93% | | Learning and Development Segment Performance Goals (Ms. Malkoski) | | | | | | | Adjusted Operating Income (3) | $731 million | >$671 million | $789 million | $672 million | 0% | | Adjusted Gross Margin (3) | 41% | >40.2% | 42% | 41.1% | 112% | | Inventory Days (2) | 105 | <118 | 97 | 108 | 77% | | SKU Reduction | 1,229 | >578 | 1,880 | 1,440 | 132% | | Final Payout Percentage (including both corporate and segment goals) (Malkoski) | | | | | 88% |

  53. 2023 Bonus Targets and Actual Performance

    | (1) Maximum payout percentage was 200% for each metric, and minimum payout percentage was 0% for each metric. |

  54. 2023 Bonus Targets and Actual Performance

    | (2) Inventory days targets for the total Company and each segment reflect adjustment and correction by the Committee in May 2023 solely to reflect the impact of a change in inventory accounting method from FIFO to LIFO. |

  55. 2023 Bonus Targets and Actual Performance

    | (3) Segment adjusted operating income and adjusted gross margin targets updated and corrected by the Committee in May 2023 to reflect direct operating income and internal budget flips, with no change relative to the underlying budget for the Company or any segment. |

  56. 2023 Bonus Targets and Actual Performance

    If a performance goal is met at the target level, as determined by the Committee, the target amount is paid for that goal. Performance above the target results in payment of a higher percentage of salary up to the pre-established cap. Performance below the target results in a lower bonus payment for that goal if a minimum threshold is met, or no payment if the minimum threshold is not met. Due to the Company’s circumstances entering 2023, the Committee determined to incentivize cash flow above other considerations in the design of the Bonus Plan metrics, and as a result increased the weight of the adjusted operating cash flow metric by ten percentage points from the prior year. To further incentivize cash flow generation, and considering the need for the Company to reduce inventory levels in 2023, the Committee added goals for inventory days, in lieu of prior year operational metrics for weighted forecast accuracy and productivity savings. The Committee determined to emphasize earnings performance and cost reduction for 2023, given the difficult and unpredictable market conditions facing the Company, and added adjusted operating income and adjusted gross margin goals at the corporate level. Further, to continue to incentivize revenue growth, in addition to any payout percentage calculated in reference to the applicable metrics above, each of the named executive officers was entitled to earn an additional payout percentage based on the total Company’s core sales growth for the 2023 bonus period (the “Core Sales Growth Supplement”). For this purpose, core sales growth is calculated on the same basis as the Company’s publicly reported metric and excludes the impact of acquisitions, divestitures, currency changes, retail store openings and closings, and those market and business exits and other items excluded from the Company’s publicly reported core sales growth. The additional payout percentages which could be earned are set forth below:

  57. 2023 Bonus Targets and Actual Performance

    | Additional Payout Percentage | Core Sales Growth Performance | | 10% | (3)% to <0% | | 25% | 0% to <1% | | 40% | 1% and above |

  58. 2023 Bonus Targets and Actual Performance

    Core sales growth/(decline) for the Company was (12.1)%, below the minimum payout threshold, so none of the named executive officers earned any additional bonus payout for the Core Sales Growth Supplement. In setting the 2023 performance targets, the Committee considered actual 2022 performance and factored in various business impacts and expected headwinds. The 2023 adjusted operating cash flow target represented a significant increase relative to 2022 actual results. The 2023 target for adjusted earnings per share was set lower than the level of actual performance in 2022, reflecting management’s expectations for the continued normalization of demand versus prior years as well as continued inventory reduction efforts by customers. SKU reduction is a multi-year initiative to drive productivity and improve efficiency, and the 2023 corporate performance goal with respect to SKU reduction continued to reflect reduced opportunities due to lower SKU counts as of the beginning of the new performance period. Actual Payouts Under Bonus Program. Actual performance as compared to the targets for the Corporate Performance Goals and Segment Performance Goals is shown in the table above titled “2023 Bonus Targets and Actual Performance.” The table below shows actual bonus payouts for 2023 to the named executive officers and 2023 target payouts as a percentage of their earned base salaries.

  59. 2023 Bonus Targets and Actual Performance

    | Name | 2023 Actual Bonus Payment | Target as % of Earned Base Salary | Actual Earned in 2023 as % of Target | | Christopher H. Peterson | $1,575,038 | 139% | 97% | | Mark J. Erceg | $911,800 | 120% | 97% | | Bradford R. Turner | $699,208 | 100% | 97% | | Michael P. McDermott | $543,469 | 85% | 93% | | Kristine K. Malkoski | $514,250 | 85% | 88% | | Ravichandra K. Saligram | $809,591 | 160% | 97% |

  60. 2023 Bonus Targets and Actual Performance

    Additional information appears in the “Estimated Possible Payouts Under Non-Equity Incentive Plan Awards” columns of the “2023 Grants of Plan-Based Awards” table. Mr. Peterson received an increase in target annual incentive percentage from 120% to 150% in May 2023 in connection with his appointment as the Company’s CEO, and his percentage shown above reflects his blended payout percentage for the full year. Each of Mr. McDermott and Ms. Malkoski received an increase in his or her target annual incentive percentage from 65% in 2022 to 85% in 2023 as a result of their promotions to Segment CEO roles. None of the other named executive officers received target annual incentive percentage increases in 2023. There were no discretionary adjustments to any named executive officer’s annual bonus payout for 2023. Long-Term Incentive Compensation. Until May 2022, long-term incentive awards were granted pursuant to the Newell Rubbermaid Inc. 2013 Incentive Plan (as amended, the “2013 Incentive Plan”). After the adoption by stockholders on May 5, 2022 of the Newell Brands Inc. 2022 Incentive Plan (the “2022 Incentive Plan”), the Company began granting long term incentive awards under the 2022 Incentive Plan. Long term incentive awards are designed to motivate executives to increase stockholder value over the long term and align the interests of executives with those of stockholders. Under the annual LTIP, the Committee sets a target award value for RSUs and, in certain years, stock options, as applicable, to be granted to each executive officer based on the breadth of the executive’s responsibility, strategic importance of the position, competitive data and internal pay equity. When setting the CEO’s equity compensation, the independent members of the Board determine the CEO’s LTIP grant value based upon the Committee’s recommendation, the Board’s evaluation of the CEO’s performance and other relevant factors. In 2023, the independent members of the Board, on recommendation from the Committee, reduced Mr. Saligram’s LTIP target award value from $7,400,000 to $3,083,333, reflecting pro-ration of the value of his award from the prior year in light of his retirement from the Company in May. Similarly, the CEO’s recommendation to the Committee for the other named executive officers may include an adjustment to the target LTIP opportunity based upon the CEO’s evaluation of the named executive officer’s performance or other factors deemed relevant by the Committee. Each of Messrs. Turner and McDermott and Ms. Malkoski received an increase in their target LTIP award value for 2023 versus the prior year, reflecting the Committee’s evaluation of their performance in 2022, the critical nature of their roles and, in the case of Mr. McDermott and Ms. Malkoski, their promotions to expanded roles as segment CEOs. In May 2023, the Company promoted Mr. Peterson to the role of President and CEO. In connection with this appointment, Mr. Peterson received an equity award under the 2022 Incentive Plan having a target value of $3,812,500, consisting of the same relative mix of PRSU and TRSU awards and on the same terms and conditions, including vesting periods and performance criteria, that apply to awards under the 2023 LTIP generally (“Mr. Peterson’s May 2023 Award”). Mr. Peterson’s total in the “2023 LTIP Awards” table below includes Mr. Peterson’s May 2023 Award. 2023 LTIP Awards. The annual LTIP target values, PRSU grants and time-based RSU (“TRSU”) grants for each of the named executive officers in 2023 were as follows:

  61. 2023 Bonus Targets and Actual Performance

    | Name | LTIP Award Value at Target ($) | LTIP PRSUs | LTIP TRSUs | | Mr. Peterson | $7,500,000 | 341,598 | 341,598 | | Mr. Erceg | $3,600,000 | 120,805 | 120,805 | | Mr. Turner | $2,062,500 | 69,211 | 69,211 | | Mr. McDermott | $1,700,000 | 57,046 | 57,046 | | Ms. Malkoski | $1,700,000 | 57,046 | 57,046 | | Mr. Saligram | $3,083,333 | 103,467 | 103,467 |

  62. 2023 Bonus Targets and Actual Performance

    The number of PRSUs and TRSUs granted to each of the applicable named executive officers pursuant to the LTIP in 2023 was derived based on the closing price of the Company’s common stock on the grant date of February 17, 2023 ($14.90) or, in the case of Mr. Peterson’s May 2023 Award, the grant date of May 16, 2023 ($8.75). The Committee (or in the case of the CEO, the independent members of the Board) adjusted the mix of long-term incentive compensation in 2023 compared to 2022. The Committee did not award stock options under the 2023 LTIP and instead issued awards that were comprised solely of PRSUs and TRSUs as mechanisms to link named executive officer compensation to Company performance, while at the same time providing a more balanced risk profile for the total long term incentive program, creating a greater baseline of equity participation and promoting retention of key executives in light of recent market volatility affecting the value of the Company’s stock. For each of the named executive officers, 50% of the target value of the 2023 annual LTIP grant was provided in PRSUs, and 50% of the target value was provided in TRSUs. The TRSUs granted to the named executive officers under the 2023 LTIP vest ratably in one-third increments on each of the first, second and third anniversaries of the grant date, subject to continuous employment with the Company. The PRSUs granted to the named executive officers under the 2023 LTIP vest on the third anniversary of the date of grant, subject to continuous employment, to the extent the applicable performance criteria are satisfied. The payout under these PRSUs will range from 0% to 200% of the target, depending upon achievement of equally weighted performance goals for free cash flow productivity(1) and annual adjusted EPS performance.(2) The selection of these metrics for the LTIP reflects the Committee’s emphasis on driving earnings and cash flow generation considering the difficult market conditions facing the Company. For each of these metrics, the total payout percentage applicable to the three-year performance period between January 1, 2023 and December 31, 2025 was set as the average of annual payout percentages over a three-year performance period. Following the determination of the extent to which the Company has achieved its performance goals, a positive or negative adjustment to the payout will be made based upon a comparison of the Company’s TSR relative to a pre-determined set of comparator group companies listed above in the section titled “Compensation Survey Data” (the “TSR Comparator Group”) for the three-year performance period. If the Company’s ranking is in the bottom quartile of the TSR Comparator Group (including the Company) at the end of the performance period, the payout percentage will be multiplied by 90% to determine the total payout percentage of the award. If the Company’s ranking is in the top quartile of the TSR Comparator Group (including the Company) at the end of the performance period, the payout percentage will be multiplied by 110%. For a ranking in the second or third quartile, no TSR-related adjustment will be made. The total payout percentage for the award will not exceed 200% of the target.

  63. 2023 Bonus Targets and Actual Performance

    | (1) For the purposes of the 2023 LTIP (and the 2023 Special Incentive Program described below), “free cash flow productivity” is defined as free cash flow divided by adjusted net income for the relevant one-year period, expressed as a percentage. “Free cash flow” is the Company’s reported operating cash flow as determined in accordance with GAAP, less capital expenditures, and “adjusted net income” is the Company’s reported net income as determined in accordance with GAAP, in each case excluding the impact of impairment charges; gains, losses and tax payments associated with the divestiture of a business unit or line of business; non-cash discrete tax charges and benefits; and other items significantly affecting the calculation of free cash flow productivity that are not indicative of the Company’s core operating results for the relevant period and affect the comparability of underlying results from period to period, as determined by the Committee. |

  64. 2023 Bonus Targets and Actual Performance

    | (2) For purposes of the 2023 LTIP, the annual adjusted EPS performance targets and payout percentages for the first year are expressed in terms of adjusted EPS for the full year. The targets and payout percentages for the second and third years are expressed in terms of annual adjusted EPS growth rates. “Adjusted EPS” is the Company’s reported earnings per share, as determined in accordance with GAAP, excluding the impact of items which the Company normalizes or adjusts for public reporting. “Annual adjusted EPS growth rate” is the percentage annual increase in adjusted EPS for each applicable fiscal year of the three-year performance period. |

  65. 2023 Bonus Targets and Actual Performance

    We do not disclose the specific, forward-looking financial goals that we established for PRSUs granted in 2023 in this proxy statement because (1) these goals relate to executive compensation to be earned and/or paid in future years and do not affect a fair understanding of the named executive officers’ compensation for 2023, and (2) we believe that disclosure of such goals while the applicable performance period is ongoing would cause us competitive harm. However, we expect to disclose such goals in future proxy statements once the applicable performance periods have ended as part of our discussion and analysis about the amounts earned by the named executive officers under these awards. In setting the applicable target levels, the Committee considered how achievement of the performance goals could be impacted by events expected to occur in the coming years, and how likely it will be for the Company to achieve the goals. We believe that (where applicable) the threshold goals have been established at levels that should be appropriately difficult to attain, and that the target goals will require considerable and increasing collective effort on the part of our employees, including our named executive officers, to achieve. Prior Year LTIP Awards. For PRSUs granted pursuant to the LTIP in 2021, the performance metrics were based 50% on the Company’s annual core sales growth and 50% on cumulative free cash flow over a three-year performance period between January 1, 2021 and December 31, 2023, as modified by the Company’s relative TSR performance during the period, as described below. Payout ranges for each of annual core sales growth and cumulative free cash flow ranged from 0% to 200% depending on the Company’s performance. The total payout percentage applicable to annual core sales growth was set as the equally weighted average of three annual payout percentages, while the payout percentage for cumulative free cash flow was based on the Company’s cumulative performance over the three-year performance period. Free cash flow targets were set in February 2021. As required by the terms of the 2021 LTIP and underlying RSU award agreements, these free cash flow targets were reduced by $90 million in connection with the Company’s divestiture of businesses during the performance period to exclude the estimated results of divested businesses for the period following divestiture and to reflect the impact of unabsorbed overhead following the divestiture, net of transition service fee recovery, as well as the impact of any use of net proceeds for debt repayment. The free cash flow targets set forth below in the “2021 LTIP Targets and Actual Performance” table reflect such adjustment.

  66. 2023 Bonus Targets and Actual Performance

    | (1) For purposes of the 2021 LTIP, “annual core sales growth” was defined as the Company’s core sales growth performance calculated over each year of the three-year performance period, with each of the three annual core sales performance rates measured against the core sales for the respective preceding fiscal year. Core sales calculations exclude the impact of divestitures, discontinued operations, acquisitions, retail store openings and closures, foreign currency exchange, and all business/market exits and other items excluded from publicly reported core sales. |

  67. 2023 Bonus Targets and Actual Performance

    | (2) For the purposes of the 2021 LTIP, “free cash flow” was defined as operating cash flow for the total Company, less capital expenditures, excluding: the impact of all cash costs related to the extinguishment of debt; debt and equity related financing costs; cash tax payments associated with the sale of a business unit or line of business; cash expenditures associated with the acquisition or divestiture of business units or lines of business; and other significant cash costs that have had or are likely to have a significant impact on free cash flow for the period in which the item is recognized, are not indicative of the Company’s core operating results and affect the comparability of underlying results from period to period, as determined by the Committee. As approved by the Committee, the calculation of free cash flow for purposes of the 2021 LTIP excluded unplanned costs associated with certain legal proceedings and unplanned capital expenditures associated with Project Ovid. Free cash flow includes disposal proceeds for ordinary course and restructuring related asset sales. |

  68. 2023 Bonus Targets and Actual Performance

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

  69. 2023 Bonus Targets and Actual Performance

    | Avery Dennison Corporation | Mattel, Inc. | | Hasbro, Inc. | Societe Bic SA | | Henkel AG & Co. KGaA | Spectrum Brands Holdings, Inc. | | Kimberly-Clark Corporation | Tupperware Brands | | Koninklijke Philips N.V. | Whirlpool Corporation |

  70. 2023 Bonus Targets and Actual Performance

    | * Fortune Brands Home & Security, Inc. was originally included in the TSR Comparator Group and subsequently removed due to the spin-off of its cabinets business, which created two independent, publicly traded companies, in December 2022. |

  71. 2023 Bonus Targets and Actual Performance

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

  72. 2021 LTIP Targets and Actual Performance

    2021 LTIP Targets and Actual Performance

  73. 2021 LTIP Targets and Actual Performance

    | Performance Goals | Weight | Year | Target for Payout at 100% | Minimum Threshold for Payout | Performance for Maximum Payout (200%) | Actual Performance | Actual Earned as % of Target | | Annual Core Sales Growth | 16.67% | 2021 | 2.5% | >.5% | 4.0% | 12.5% | 200% | | | 16.67% | 2022 | 2.5% | >.5% | 4.0% | (3.4)% | 0% | | | 16.67% | 2023 | 2.5% | >.5% | 4.0% | (12.1)% | 0% | | Free Cash Flow | 50% | 2021 - 2023 | $2.11 billion | >$1.71 billion | $2.51 billion | $878 million | 0% |

  74. 2021 LTIP Targets and Actual Performance

    Based on the Company’s free cash flow and core sales growth performance as shown above, the PRSUs granted in 2021 under the LTIP to the named executive officers vested at 33.33% in February 2024. The ultimate payout level under these awards was not affected by the adjustments to free cash flow targets described above, as the Company would have realized a 0% payout under either the original or the adjusted targets. The Company’s relative TSR for the three-year performance period placed it ninth of eleven TSR comparators, including the Company, resulting in no TSR adjustment to the total payout level under the 2021 LTIP PRSU awards. Holders of RSUs, including LTIP awards and any additional awards described below, do not receive dividend equivalents at the time dividends are paid. Rather, all such dividend equivalents will be accrued and paid only at the time and to the extent that the RSUs actually vest. In addition to the annual grants under the LTIP, from time to time, RSUs and stock options may be granted to named executive officers in circumstances such as a promotion, new hire, or for retention purposes. In January 2023, the Company granted to Mr. Erceg a stock option award for 344,115 shares, with a deemed value of $1 million, in connection with the commencement of his employment as the Company’s Chief Financial Officer. For purposes of this award, the deemed value of an option to purchase one share of Company stock is equal to 20% of the Company’s closing stock price on the grant date. These stock options will cliff vest on the fifth anniversary of the grant date, subject to Mr. Erceg’s continuous employment with the Company. Please see also the sections below titled “2023 Special Incentive Program” and “Prior Year Special Awards” for further information. 2023 Special Incentive Program. Given the difficult macroeconomic environment, significant decline in the Company’s stock price, high executive retention concerns and the CEO transition occurring in the first half of 2023, the Committee adopted the 2023 SIP in May 2023, as disclosed in a Current Report filed with the SEC on Form 8-K on May 19, 2023. During the first five months of 2023, the Company experienced significant voluntary turnover among its top executives as the macroeconomic environment pressured Company performance and share price, significantly depressing the future payout potential and value of the Company’s long-term incentive awards. During this period, the Company experienced voluntary turnover among its top 60 executives of approximately 15%, or over 40% on an annualized basis, and the Committee was concerned about further turnover due to diminished expected future payouts of outstanding equity awards, as well as the significant devaluation of such awards due to the decline in our stock price. At the same time, the total market for executive talent remained strong, exacerbating the high risk of continued turnover, while the Company prepared for a CEO transition and the execution of an aggressive turnaround strategy against a backdrop of macroeconomic uncertainty. Facing this situation, the Committee adopted the SIP to aid in the retention of key executives and to incentivize performance against multi-year financial goals. The SIP awards were one-time awards designed to address critical executive retention issues, including a lack of holding power from outstanding equity awards. They do not form part of the Company’s annual compensation design going forward, and they were not designed or calculated to make up for low prior bonus or equity payouts. The SIP awards were also designed to offer incentives towards performance against key corporate initiatives. In determining the allocation of award types as part of the SIP, the Committee attempted to balance the need for retention against the need for performance incentives, and to that end all awards to the Company’s CEO and Chief Financial Officer, and half of the awards to the other named executive officers, were made in the form of PRSUs. The Committee believes that the adoption of the SIP was in the best interest of Company shareholders to ensure continuity of leadership and to provide meaningful incentives to return the Company to profitable growth. Pursuant to the SIP, the Company granted awards to certain key executives (the “SIP Awards”), including each of the named executive officers other than Mr. Saligram, on July 5, 2023. The target value of the SIP Awards to each of the relevant named executive officers was determined by the Committee (or, in the case of Mr. Peterson, the Board). In determining the target value of these awards, the Committee studied the expected future payout and value of outstanding awards relative to the total direct compensation of the individuals, among other factors. SIP Awards (CEO and CFO) – 100% Performance-Based. The SIP Awards to Messrs. Peterson and Erceg consist entirely of PRSUs that vest on February 27, 2026, subject to the achievement of the applicable performance goals and continued employment with the Company. The payout under these PRSUs will range from 0% to 200% of the target, depending upon achievement of equally weighted performance goals set by the Committee for gross margin improvement and free cash flow productivity, two financial measures of critical importance to the Company’s turnaround strategy. For these PRSUs, gross margin improvement represents the Company’s adjusted gross margin (calculated in a manner consistent with the Bonus Plan, as described in “Annual Incentive Plan” above) for the year 2025 minus the Company’s adjusted gross margin for 2023, while free cash flow productivity has the same definition as described above in “Annual Incentive Plan” and is measured for two-year period ending December 31, 2025. SIP Awards (Other NEOs) – 50% Performance-Based. The SIP Awards to Messrs. Turner and McDermott and Ms. Malkoski consist of PRSUs valued at 50% of the target value, TRSUs valued at 35% of the target value, and a one-time cash bonus equal to 15% of the target value. The PRSUs granted to these named executive officers pursuant to the SIP vest 70% on the two-year anniversary of the grant date and 30% on the three-year anniversary of the grant date, in each case subject to the achievement of the applicable performance measures and continued employment. The payout under these PRSUs will range from 0% to 200% of the target, depending upon achievement of equally weighted performance goals for gross margin improvement in calendar year 2024 versus 2023 and free cash flow productivity during calendar year 2024. The TRSUs granted to these named executive officers pursuant to the SIP will fully vest on the one-year anniversary of the grant date subject to continued employment with the Company. The one-time cash bonuses under the SIP were paid on December 15, 2023 to each of Messrs. Turner and McDermott and to Ms. Malkoski in accordance with the award terms. The number of PRSUs and TRSUs granted to each of the applicable named executive officers pursuant to the SIP was derived based on the closing price of the Company’s common stock on the grant date of July 5, 2023 ($8.70). The table below reflects the target value, PRSU grant, TRSU grant and cash bonus, as applicable, for each of the named executive officers pursuant to the SIP:

  75. 2021 LTIP Targets and Actual Performance

    | Name | SIP Award Value at Target ($) | SIP PRSUs | SIP TRSUs | SIP CASH BONUS | | Mr. Peterson | $15,000,000 | 1,724,137 | N/A | N/A | | Mark J. Erceg | $7,200,000 | 827,586 | N/A | N/A | | Mr. Turner | $3,625,000 | 208,333 | 145,833 | $543,750 | | Mr. McDermott | $2,181,250 | 125,359 | 87,751 | $327,188 | | Ms. Malkoski | $2,181,250 | 125,359 | 87,751 | $327,188 | | Mr. Saligram | N/A | N/A | N/A | N/A |

  76. 2021 LTIP Targets and Actual Performance

    2024 Executive Compensation Actions. In its annual review of total direct compensation for the named executive officers during the first quarter of 2024, the Committee and the Board did not approve any base salary increases or any increases to short-term incentive target percentages or long-term incentive target values for the named executive officers relative to final 2023 levels. Compensation Arrangements and Other Awards. Mr. Saligram’s Retirement. Mr. Saligram served as CEO until May 15, 2023 and received compensation consistent with the compensation arrangement set forth in his 2019 offer letter (the “Saligram CEO Offer Letter”). Under the Saligram CEO Offer Letter, in the event of his retirement from the Company or involuntary termination without Good Cause (as defined in the applicable award agreement), in either case after three years of continuous employment with the Company, Mr. Saligram was entitled to receive (subject to his execution of a separation agreement and general release) (i) a partial pro-rated bonus under the Bonus Plan for the year of termination based upon the number of days worked in the year of termination, on the basis of actual corporate performance levels as determined by the Board; (ii) continued vesting of previously granted RSU and stock option awards (subject to the satisfaction of any applicable performance conditions); and (iii) a three year period following termination or vesting (whichever is later), not to exceed the remaining term of the option, during which his options will remain exercisable. In connection with Mr. Saligram’s retirement from the Company on May 16, 2023 (the “Effective Date”), the Company and Mr. Saligram entered into a Retirement Agreement and General Release dated February 8, 2023 (the “Retirement Agreement”), as filed with the SEC on a Current Report on Form 8-K dated February 10, 2023. Pursuant to the Retirement Agreement, Mr. Saligram received or will receive in connection with his retirement certain benefits previously specified in his CEO Offer Letter and by the terms of his outstanding equity-based awards issued by the Company. The Retirement Agreement entitles Mr. Saligram to, among other things, (1) an annual bonus for 2023 under the Bonus Plan, prorated by a fraction, the numerator of which is the number of days in fiscal year 2023 through the Effective Date and the denominator of which is three hundred sixty-five (365), payable in March 2024 (on the basis of actual corporate performance and subject to any adjustments or modifiers based on Company performance under the terms of the Bonus Plan), (2) continued vesting in full of each of his Company stock options that are outstanding on the Effective Date, as provided in the applicable award agreement (without regard to any continuous employment requirements), and (3) continued vesting in full of each of his RSUs that are unvested as of the Effective Date, as provided in the applicable award agreements (subject to any applicable performance criteria and without regard to continuous employment requirements). Each of Mr. Saligram’s stock options granted in 2019-2021 will remain exercisable for three years from the later of the Effective Date and the applicable vesting date in accordance with the award terms. His stock options granted in 2022 will remain exercisable until the fifth anniversary of the Effective Date in accordance with the award terms. Mr. Saligram has also agreed to a customary release and restrictive covenants. Mr. Peterson’s CEO Offer Letter. In connection with his appointment as President and CEO as of the Effective Date, Mr. Peterson and the Company entered into an offer letter dated February 9, 2023 (the “Peterson CEO Offer Letter”), as filed with the SEC on a Current Report on Form 8-K dated February 10, 2023. Pursuant to the Peterson CEO Offer Letter, Mr. Peterson is entitled to receive the following compensation: (1) an annual salary of $1.3 million commencing on the Effective Date; (2) a target bonus percentage of 150% under the Bonus Plan commencing on the Effective Date; (3) an annual equity-based award with a target value of $7.5 million commencing in 2024; and (4) other benefits, as described in the CEO Offer Letter. For 2023, pursuant to the Peterson CEO Offer Letter, Mr. Peterson received an equity award in February under the LTIP with a value of $3,687,500, based on his prior role with the Company, and an Employment Transition Award on the Effective Date, consisting of 50% PRSUs and 50% TRSUs, with a target value of $3,812,500 and on the same terms and conditions as awards granted under the LTIP for 2023. As specified in the Peterson CEO Offer Letter, Mr. Peterson will continue to participate in the Newell Brands Inc. Severance Plan, as the same may be amended from time to time (provided, however, that any subsequent amendment to the Severance Plan shall be null and void with respect to Mr. Peterson if it reduces compensation and benefits under the Severance Plan compared to the compensation and benefits available under the Severance Plan on the date of the offer letter). In addition, the Peterson CEO Offer Letter provides that Mr. Peterson’s equity-based awards granted by the Company after the date of the Peterson CEO Offer Letter will provide for the following benefits should he elect to retire under the Company’s retirement criteria now in effect (i.e., attainment of age 60, or age 55 with 10 years of service) or otherwise be involuntarily terminated (other than a termination by the Company for Good Cause, as defined in the Severance Plan): (i) continued vesting of all outstanding RSUs and stock options without regard to any requirement for continuous employment, but subject to any applicable performance criteria, and (ii) survival of any stock option awards for a period of five years following the later of the date of termination or vesting date, not to exceed the remaining term of the option. Furthermore, in the event of a retirement contemplated above, he will also be entitled to receive his management bonus for the fiscal year in which the retirement occurs, prorated by a fraction, the numerator of which is the number of days in the fiscal year in which the termination occurs through the date of termination and the denominator of which is three hundred sixty-five (365). This partial bonus payment will not be subject to any individual performance modifier but will be paid out on the basis of actual corporate performance levels and will be subject to any adjustments or modifiers based on the Company’s performance under the terms of the Bonus Plan. This partial bonus will be paid at the same time as management bonuses are paid to active Company employees. Mr. Peterson will be required to execute a separation agreement and general release in order to receive such retirement or termination benefits. Prior Year Special Awards. In recognition of Ms. Malkoski’s taking on leadership responsibilities for the Writing Business Unit in April 2022 (in addition to maintaining interim responsibility for and oversight of the Food and Home

  77. 2021 LTIP Targets and Actual Performance

    Fragrance Business Units), in May 2022 the Committee awarded Ms. Malkoski 3,320 PRSUs, with a target value of $75,000 based on the closing price of the Company’s common stock on the May 5, 2022 grant date. Subject to Ms. Malkoski’s continuous employment with the Company, on the first anniversary of the grant date, one-third of the award would vest if the Writing Business Unit achieved not less than 4.9% core sales growth for 2022, one-third of the PRSU award would vest if the Writing Business Unit achieved adjusted operating income of not less than $615.6 million for 2022, and the remaining one-third of the PRSU award would vest if Ms. Malkoski accomplished the creation and announcement of a separate innovation group for the Writing Business Unit focused on breakthrough and digital innovation and the completion of a strategic gameboard for digital innovation for the business unit, as confirmed by the CEO. For purposes of this PRSU award, the calculation methodology for core sales growth and adjusted operating income is the same as described for the Bonus Plan in the “Annual Incentive Compensation” section above. In February 2023, the Committee determined that Ms. Malkoski met the criteria for the vesting of one-third of the award, as she had satisfied the performance condition tied to the innovation group and gameboard, but that the Writing Business Unit did not achieve the required levels of core sales growth and adjusted operating income in 2022 for the remainder of the award. As a result, Ms. Malkoski received 1,106 shares, representing one third of the total award, when it vested in May 2023. In February 2020, the Committee awarded 20,000 PRSUs to each of Mr. McDermott and Ms. Malkoski in connection with the commencement of their employment with the Company. Each of these awards was scheduled to vest in February 2023, subject to continuous employment with the Company and achievement of each of the following performance criteria:

  78. 2021 LTIP Targets and Actual Performance

    | ● | Average annual core sales growth of not less than 3% for the Commercial Business Unit, in the case of Mr. McDermott, or the Food Business Unit, in the case of Ms. Malkoski, for the three-year period ending December 31, 2022; and |

  79. 2021 LTIP Targets and Actual Performance

    | ● | Average annual direct operating margin increase of not less than 30 basis points for the Commercial Business Unit, in the case of Mr. McDermott, or the Food Business Unit, in the case of Ms. Malkoski, for the three-year period ending December 31, 2022. |

  80. 2021 LTIP Targets and Actual Performance

    In February 2023, the Committee determined that neither of the two performance criteria set forth in Mr. McDermott’s award, and neither of the two performance criteria set forth in Ms. Malkoski’s award, were satisfied, and as a result each of Mr. McDermott and Ms. Malkoski did not receive any shares of common stock pursuant to the award. For purposes of these special PRSU awards, core sales growth was calculated in a manner consistent with the Bonus Plan, as described in “Annual Incentive Plan”, with any movement of a product line or category between business units of the Company treated as an acquisition or divestiture. Direct operating margin for purposes of this award was defined as the business unit’s direct operating income divided by its net sales, calculated using budgeted foreign exchange rates and excluding corporate allocations and items excluded from the Company’s adjusted earnings per share calculation. Grant Policies and Practices. The Company’s practice has been to make annual equity awards and award other incentive compensation to named executive officers in connection with the regularly scheduled meetings of the Board or the Committee in February of each year. The Company’s policy is that, except for new hires and certain promotions, all other equity awards to named executive officers will be approved by the Committee only at quarterly meetings of the Committee or the Board. Executive Compensation Recoupment Policy. Effective November 7, 2023, upon recommendation of the Committee, the Board adopted the Newell Brands Inc. Executive Compensation Recoupment Policy (the “Clawback Policy”), incorporating the requirements of Rule 10D-1 (the “Clawback Rule”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the relevant Nasdaq listing standards. Pursuant to the Clawback Policy, in the event that the Company is required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under securities laws, the Company will recover, reasonably promptly, any covered incentive-based compensation received by an executive officer (or other individual who is an officer for purposes of Section 16 of the Exchange Act) during the three preceding completed fiscal years, to the extent such compensation exceeds the amount that otherwise would have been received based on the restated amounts, computed without regard to any taxes paid. The Clawback Policy covers compensation that is granted, earned, or vested based wholly or in part upon the attainment of any measure that is determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any measures that are derived wholly or in part from such measures, including stock price and total shareholder return. The Company is required to recover all applicable compensation received by a covered officer in the event of an accounting restatement described above, unless the Committee has determined that recovery would be impracticable in accordance with Rule 10D-1 under the Exchange Act, and one of the specified clawback exceptions under the Clawback Policy applies. The Clawback Policy applies to incentive-based compensation received by covered officers after October 2, 2023. Incentive-based compensation received by the Company’s executive officers prior to such date remains subject to the Company’s prior Policy Regarding Executive Compensation Recoupment. Under such prior policy, subject to the discretion and approval of the Board, the Company will require reimbursement and/or cancellation of any bonus or other incentive compensation, including equity-based compensation, awarded to an executive officer after January 1, 2010 where all of the following factors are present: (a) the award was predicated upon the achievement of certain financial results that were subsequently the subject of a material restatement, (b) in the Board’s view, the executive engaged in fraud or willful misconduct that was a significant contributing cause to the need for the restatement, and (c) a lower award would have been made to the executive based upon the restated financial results. In each such instance, the Company will, to the extent permitted by applicable law and subject to the fiduciary duties of the Board, seek to recover the individual executive’s bonus award or other incentive compensation paid or issued to the executive officer in excess of the amount that would have been paid or issued based on the restated financial results. Stock Ownership Guidelines. Named executive officers and non-employee directors are expected to maintain ownership of Company stock equal to the following applicable market value:

  81. 2021 LTIP Targets and Actual Performance

    | Position | Ownership Requirement | | President and Chief Executive Officer | 6 times annual salary | | Chief Financial Officer Chief Legal & Administrative Officer | 3 times annual salary | | Other Named Executive Officers | 1.5 times annual salary | | Non-Employee Directors (including Chairperson of the Board) | 5 times annual cash retainer |

  82. 2021 LTIP Targets and Actual Performance

    Until the ownership level is met, executives are required to retain 75% of the net after-tax shares received from the vesting of RSUs. This requirement does not limit an executive’s ability to sell shares in connection with an option exercise. To the extent that at any time the executive holds a number of shares sufficient to meet the target value based on the then current valuation, such individual shall be deemed to meet the target at all times thereafter to the extent he or she retains not less than that number of shares. All shares held directly or beneficially, including TRSUs, PRSUs for which all performance criteria have been satisfied but have not yet vested due to time-based vesting requirements, shares of Company stock allocated to executives’ accounts under the Newell Brands Employee Savings Plan (the “401(k) Plan”), and deemed investments in Company stock available to non-employee directors under the Newell Rubbermaid Inc. 2008 Deferred Compensation Plan (the “2008 Plan”), count toward attainment of these targets. Unexercised stock options and other unvested PRSUs are not counted. Retirement Compensation. The Company provides its eligible executives with retirement benefits that are supplemental to those provided to its employees generally in order to provide competitive benefits and assist in attracting and retaining key executives. Depending on his or her employment date and participation eligibility date with the Company, these supplemental executive retirement benefits may also apply to the named executive officers. See the section below titled “2022 Nonqualified Deferred Compensation” for a more detailed discussion of the supplemental retirement benefits to which certain named executive officers are entitled. The Company maintains the Newell Brands Supplemental Employee Savings Plan (the “Supplemental ESP”), a nonqualified deferred compensation plan that is available to a select group of management and highly compensated employees of the Company and certain of its subsidiaries. The Supplemental ESP is designed to allow for deferrals that are in addition to those available to employees under the 401(k) Plan because of compensation limits under that plan. Other Compensation. Executive officers are provided other benefits as part of the Company’s executive compensation program which the Committee believes are in line with competitive practices. See the “All Other Compensation” column of the “2023 Summary Compensation Table” and the related footnotes and narrative discussion.

  83. Benefits for the Named Executive Officers

    The Company maintains one corporate aircraft, for business travel. The CEO and other named executive officers may only use the corporate aircraft for personal travel on an exceptional basis. Termination Benefits. Each of the named executive officers is entitled to severance benefits following certain terminations of employment pursuant to their employment terms, the Severance Plan, the 2013 Incentive Plan and 2022 Incentive Plan and/or the terms of their RSU agreements and stock option agreements, or, in Mr. Saligram’s case, the Retirement Agreement, as applicable. Please see the caption “Potential Payments Upon Termination or Change in Control of the Company” for a discussion of these terms. The Company believes that appropriate severance benefits are important to attracting and retaining talented executives. The Company also believes that the termination protections afforded under the RSU agreements and stock option agreements are appropriate given that the RSU and stock option agreements provide that the executive will be subject to confidentiality obligations and non-solicitation, non-competition and non-disparagement restrictive covenants following any termination of employment. The Company also believes that, in the event of an extraordinary corporate transaction, the Severance Plan could prove crucial to the Company’s ability to retain top management through the transaction process. In addition, the Company believes that the benefits provided under the Severance Plan represent fair and appropriate consideration for the agreement of the named executive officers to the restrictive covenants required under the Severance Plan that prohibit them from competing with the Company and from soliciting Company employees following a termination of employment in which the executive received severance benefits under the plan. The benefits provided under the Severance Plan were determined to be at levels appropriate and competitive with the benefits provided under similar arrangements of companies in the Company’s custom comparator group. The Severance Plan does not contain tax gross up provisions. Rather, payments and benefits payable to the executive will be reduced to the extent necessary if doing so would result in the executive retaining a larger after-tax amount, taking into account the income, excise and other taxes imposed on the payments and benefits. Newell Brands Executive Severance Plan. To harmonize severance benefits offered to current and future executives, the Committee recommended and the Board approved the adoption in July 2019 of the Newell Brands Executive Severance Plan (the “Severance Plan”). It was adopted to provide severance compensation, medical benefits and certain other benefits to eligible Company Executives (as defined in the Severance Plan) when their employment terminates under certain circumstances. In order to participate in the Severance Plan, an executive must waive any rights to severance payments and other severance benefits under his or her employment security agreement (each an “ESA” or collectively, “ESAs”) or other written agreement between such executive and the Company in effect as of the effective date of participation in the Severance Plan (other than any provisions thereof that apply to the executive’s awards with respect to the securities of the Company granted prior to the effective date of the executive’s participation in the Severance Plan). As of the date of this Proxy Statement, all of the Company’s named executive officers other than Mr. Saligram participate in the Severance Plan. For additional information about the Severance Plan, see the description in section titled “Potential Payments Upon Termination or Change in Control of the Company” below. Pursuant to the terms of the CEO Offer Letter, Mr. Saligram’s participation in the Severance Plan ended after three years of continuous employment with the Company in October 2022 (subject to a 90-day notice requirement for termination without cause thereafter). In connection with his retirement on May 16, 2023, Mr. Saligram is entitled to the benefits specified in the Retirement Agreement described above under the subsection “Mr. Saligram’s Retirement.”

  84. 2023 Summary Compensation Table

    2023 Summary Compensation Table

  85. 2023 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Option Awards ($)(3) | Non-Equity Incentive Plan Compen- sation ($)(4) | Change In Pension Value and Nonqualified Deferred Compen- sation Earnings ($) | All Other Compen- sation ($)(5) | Total ($) | | Christopher H. Peterson, President and Chief Executive Officer | 2023 2022 2021 | 1,150,000 880,208 835,000 | — — — | 22,612,298 2,694,447 2,600,136 | — 1,381,963 1,348,653 | 1,575,038 274,625 1,253,502 | — — — | 199,371 109,635 153,207 | 25,536,707 5,340,878 6,190,498 | | Mark Erceg, Chief Financial Officer | 2023 | 783,333 | — | 10,854,350 | 1,424,636 | 911,800 | — | 223,546 | 14,197,665 | | Bradford R. Turner, Chief Legal and Administrative Officer and Corporate Secretary | 2023 2022 2021 | 720,833 700,000 700,000 | 543,750 — — | 5,174,877 1,308,700 1,453,185 | — 674,476 753,738 | 699,208 182,000 875,700 | — — — | 112,285 80,342 120,179 | 7,250,953 2,945,518 3,902,802 | | Michael P. McDermott, Segment CEO, Home and Commercial Solutions | 2023 2022 | 687,500 625,000 | 327,188 — | 3,579,698 618,881 | — 318,969 | 543,469 199,063 | — — | 78,944 54,560 | 5,216,799 1,816,473 | | Kristine K. Malkoski, Segment CEO, Learning and Development | 2023 2022 2021 | 687,500 625,000 621,875 | 327,188 100,000 — | 3,579,698 693,880 733,377 | — 318,969 380,380 | 514,250 117,813 362,059 | — — — | 43,936 226,952 41,716 | 5,152,572 2,082,614 2,139,407 | | Ravichandra K. Saligram, Former Chief Executive Officer | 2023 2022 2021 | 529,861 1,400,000 1,400,000 | — — — | 3,129,877 5,380,300 4,693,471 | — 2,772,852 2,434,432 | 809,591 582,400 2,627,100 | — — — | 44,880 161,113 283,795 | 4,514,209 10,296,665 11,438,798 |

  86. 2023 Summary Compensation Table

    | (1) Salary. This column shows the salaries earned in the years indicated to each of the named executive officers. Salary increases, if any, for each year are generally approved in February of that year or in connection with the named executive officer’s promotion. |

  87. 2023 Summary Compensation Table

    | (2) Bonus Amounts. This column reflects the one-time cash bonus amounts paid in December 2023 to Mr. Turner, Mr. McDermott, and Ms. Malkoski pursuant to the SIP. |

  88. 2023 Summary Compensation Table

    | (3) Stock Awards and Option Awards. These columns consist of the grant date fair value of awards of RSUs (including TRSUs and PRSUs) and stock options, in each case calculated in accordance with ASC 718 for each named executive officer. See the Share-Based Compensation footnote to the Consolidated Financial Statements contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 for an explanation of the assumptions made by the Company in the valuation of the awards shown in these columns. The grant date fair value of the PRSU awards under the LTIP and the SIP is based on the probable outcome of the performance conditions. Assuming maximum performance with respect to the applicable performance objectives, for 2023 the value of the LTIP and SIP PRSUs at the grant date would have been as follows: Mr. Peterson, $37,500,000; Mr. Erceg, $18,000,000; Mr. Turner, $5,687,500; Mr. McDermott, $3,881,250; Ms. Malkoski, $3,881,250; and Mr. Saligram, $3,083,333. |

  89. 2023 Summary Compensation Table

    | (4) Non-Equity Incentive Plan Compensation. This column shows the cash incentive payouts earned by each of the named executive officers in 2023 under the Bonus Plan. The Company pays all of these amounts, if any, in the month of March following the year in which they are earned. Incentive payouts for 2023 under the Bonus Plan were earned at 97% of target for Messrs. Peterson, Erceg, Turner and Saligram, 93% of target for Mr. McDermott, and 88% of target for Ms. Malkoski. |

  90. 2023 Summary Compensation Table

    | Additional explanation of the non-equity incentive plan compensation for each named executive officer appears above under the caption “Compensation Discussion and Analysis—Key Elements of Executive Compensation—Annual Incentive Compensation” and below in the footnotes to the “2023 Grants of Plan-Based Awards” table. |

  91. 2023 Summary Compensation Table

    | (5) All Other Compensation. This column reflects the following amounts for each named executive officer in 2023: |

  92. 2023 Summary Compensation Table

    | Name | Other Benefits ($)(1) | 401(k) Plan ($)(2) | Supplemental ESP ($)(3) | Insurance Premiums ($)(4) | Total ($) | | Christopher H. Peterson | 33,371 | 19,800 | 143,702 | 2,498 | 199,371 | | Mark Erceg | 117,900 | 19,800 | 83,348 | 2,498 | 223,546 | | Bradford R. Turner | 24,584 | 19,800 | 65,403 | 2,498 | 112,285 | | Michael P. McDermott | 24,038 | 19,800 | 32,608 | 2,498 | 78,944 | | Kristine K. Malkoski | 21,638 | 19,800 | — | 2,498 | 43,936 | | Ravichandra K. Saligram | 24,039 | 19,800 | — | 1,041 | 44,880 |

  93. 2023 Summary Compensation Table

    | (1) Other Benefits. The amounts in this column include (i) cash stipends under our Flexible Benefits Perquisites Program of $30,016 for Mr. Peterson, $21,157 for Mr. Erceg, $21,638 for Mr. Turner, $21,638 for Mr. McDermott, $21,638 for Ms. Malkoski and $13,594 for Mr. Saligram; (ii) all amounts paid by the Company for annual health examinations for the named executive officers, which are permitted pursuant to Company policy and were utilized by Messrs. Peterson, Turner, McDermott and Saligram; (iii) relocation-related benefits pursuant to the Company’s policy of $96,743 for Mr. Erceg (in connection with his relocation to Atlanta, Georgia, the site of the Company’s headquarters), which includes tax reimbursement payments of $31,570; and (iv) retirement gifts for Mr. Saligram, including retention of his computer and related devices and accessories. |

  94. 2023 Summary Compensation Table

    | (2) 401(k) Plan. This column shows the amount of all employer matching contributions made for 2023 under the 401(k) Plan on behalf of each named executive officer. |

  95. 2023 Summary Compensation Table

    | (3) Supplemental ESP. This column shows the employer matching contributions for 2023 (exclusive of employee deferrals) which were credited to each named executive officer’s Supplemental ESP account for 2023, as described below under “Deferred Compensation Plans—Supplemental ESP.” |

  96. 2023 Summary Compensation Table

    | (4) Insurance Premiums. This column shows all amounts paid by the Company on behalf of each named executive officer in 2023 for (i) life insurance premiums: $1,308 for each of Messrs. Peterson, Erceg, Turner, McDermott, and Ms. Malkoski and $545 for Mr. Saligram and (ii) long-term disability insurance premiums: $1,190 for each of Messrs. Peterson, Erceg, Turner, McDermott, and Ms. Malkoski and $496 for Mr. Saligram. |

  97. 2023 Grants of Plan-Based Awards

    2023 Grants of Plan-Based Awards

  98. 2023 Grants of Plan-Based Awards

    | Name | Grant Date | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards (1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | All Other Option Award: Securities Underlying Options (#)(7) | Exercise or Base Price of Awards ($/sh) | Grant Date Fair Value of Stock and Option Awards ($)(8) | | | | Thres- hold ($)(4) | Target ($) (5) | Maxi- mum ($)(6) | Thres- hold (#) | Target (#) | Maxi- mum (#) | | | | | | Christopher H. Peterson | — | — | 1,623,750 | 3,247,500 | — | — | — | — | — | — | — | | (2) | 2/17/2023 | — | — | — | — | 123,741 | 247,482 | — | — | — | 1,899,424 | | (3) | 2/17/2023 | — | — | — | — | — | — | 123,741 | — | — | 1,843,741 | | (2) | 5/16/2023 | — | — | — | — | 217,857 | 435,714 | — | — | — | 1,962,892 | | (3) | 5/16/2023 | — | — | — | — | — | — | 217,857 | — | — | 1,906,249 | | (2) | 7/5/2023 | — | — | — | — | 1,724,137 | 3,448,274 | — | — | — | 14,999,992 | | Mark Erceg | — | — | 940,000 | 1,880,000 | — | — | — | — | — | — | — | | | 1/9/2023 | — | — | — | — | — | — | — | 344,115 | 14.53 | 1,424,636 | | (2) | 2/17/2023 | — | — | — | — | 120,805 | 241,610 | — | — | — | 1,854,357 | | (3) | 2/17/2023 | — | — | — | — | — | — | 120,805 | — | — | 1,799,995 | | (2) | 7/5/2023 | — | — | — | — | 827,586 | 1,655,172 | — | — | — | 7,199,998 | | Bradford R. Turner | — | — | 720,833 | 1,441,667 | — | — | — | — | — | — | — | | (2) | 2/17/2023 | — | — | — | — | 69,211 | 138,422 | — | — | — | 1,062,389 | | (3) | 2/17/2023 | — | — | — | — | — | — | 69,211 | — | — | 1,031,244 | | (2) | 7/5/2023 | — | — | — | — | 208,333 | 416,666 | — | — | — | 1,812,497 | | (3) | 7/5/2023 | — | — | — | — | — | — | 145,833 | — | — | 1,268,747 | | Michael P. McDermott | — | — | 584,375 | 1,168,750 | — | — | — | — | — | — | — | | (2) | 2/17/2023 | — | — | — | — | 57,046 | 114,092 | — | — | — | 875,656 | | (3) | 2/17/2023 | — | — | — | — | — | — | 57,046 | — | — | 849,985 | | (2) | 7/5/2023 | — | — | — | — | 125,359 | 250,718 | — | — | — | 1,090,623 | | (3) | 7/5/2023 | — | — | — | — | — | — | 87,751 | — | — | 763,434 | | Kristine K. Malkoski | — | — | 584,375 | 1,168,750 | — | — | — | — | — | — | — | | (2) | 2/17/2023 | — | — | — | — | 57,046 | 114,092 | — | — | — | 875,656 | | (3) | 2/17/2023 | — | — | — | — | — | — | 57,046 | — | — | 849,985 | | (2) | 7/5/2023 | — | — | — | — | 125,359 | 250,718 | — | — | — | 1,090,623 | | (3) | 7/5/2023 | — | — | — | — | — | — | 87,751 | — | — | 763,434 | | Ravichandra K. Saligram | — | — | 847,778 | 1,695,556 | — | — | — | — | — | — | — | | (2) | 2/17/2023 | — | — | — | — | 103,467 | 206,934 | — | — | — | 1,588,218 | | (3) | 2/17/2023 | — | — | — | — | — | — | 103,467 | — | — | 1,541,658 |

  99. 2023 Grants of Plan-Based Awards

    | (1) Estimated Possible Payouts Under Non-Equity Incentive Plan Awards. Payouts under the Bonus Plan could be earned based on performance in 2023. Bonuses under the Bonus Program were earned at 97% of target for Messrs. Peterson, Erceg, Turner and Saligram, 93% of target for Mr. McDermott and 88% of target for Ms. Malkoski. Target and maximum amounts are based on base salary actually earned in 2023. |

  100. 2023 Grants of Plan-Based Awards

    | (2) Estimated Future Payouts Under Equity Incentive Plan Awards. This row includes the number of PRSUs granted in 2023 to the named executive officers under the LTIP, which also includes Mr. Peterson’s award of 217,857 PRSUs granted in May 2023 in connection with his appointment to |

  101. 2023 Grants of Plan-Based Awards

    | CEO, and under the SIP. The target number of shares shown in the table reflects the number of shares that will be earned if, for the PRSUs granted under the LTIP and the SIP, the total performance conditions are met at the target level. The earned award, if any, will vest on the third anniversary of the grant date in the case of LTIP awards; on February 27, 2026 in the case of the SIP awards to Messrs. Peterson and Erceg; and 70% on the two-year anniversary of the grant date and 30% on the three-year anniversary of the grant date, in the case of SIP awards to Messrs. Turner and McDermott and Ms. Malkoski. Earned amounts for PRSUs granted under each of the LTIP and the SIP will range from 0% to 200% of the target. |

  102. 2023 Grants of Plan-Based Awards

    | (3) All Other Stock Awards: Number of Shares of Stock or Units. This row includes the number of TRSUs granted in 2023 to the named executive officers under the LTIP, including Mr. Peterson’s award of 217,857 TRSUs granted in May 2023, and under the SIP. The awards shown in the table will vest ratably on each of the first three anniversaries of the grant date, in the case of LTIP awards, and on the first anniversary of the grant date in the case of SIP awards. |

  103. 2023 Grants of Plan-Based Awards

    | (4) Estimated Possible Payouts Under Non-Equity Incentive Plan Awards—Threshold Payout. Pursuant to the Bonus Plan, performance at or below a specific percentage of a target goal will result in no payment with respect to that performance goal. As a result, no payment is to be made under the Bonus Plan until a minimum performance level for a performance goal, or threshold, is exceeded, and performance above such level will result in a payment ranging from $1 to the maximum amount, depending upon the level at which the goal was attained. For an explanation of the potential payouts under the Bonus Plan with respect to 2023 performance, see the section titled “Compensation Discussion and Analysis—Key Elements of Executive Compensation—Annual Incentive Compensation.” |

  104. 2023 Grants of Plan-Based Awards

    | (5) Estimated Possible Payouts Under Non-Equity Incentive Plan Awards—Target Payout. Under the Bonus Plan, the amounts shown in this column represent: (i) for Mr. Peterson, a blended target amount based on his salary and bonus targets before and after his promotion; (ii) for Mr. Erceg, 120% of full year salary earned; (iii) for Mr. Turner, 100% of full year salary earned; (iv) for Mr. McDermott and Ms. Malkoski, 85% of full year salary earned; and (v) for Mr. Saligram, 160% of full year salary earned. |

  105. 2023 Grants of Plan-Based Awards

    | (6) Estimated Possible Payouts Under Non-Equity Incentive Plan Awards—Maximum Payout. The amounts shown in these columns represent the maximum payout opportunities under the Bonus Plan. |

  106. 2023 Grants of Plan-Based Awards

    | (7) All Other Option Awards: Number of Securities Underlying Options. This column shows the number of shares of common stock underlying stock options awarded in 2023 to the named executive officers, consisting of Mr. Erceg’s sign-on stock option award in January 2023, which award will vest on the fifth anniversary of the grant date. |

  107. 2023 Grants of Plan-Based Awards

    | (8) Grant Date Fair Value of Stock and Option Awards. This column shows the grant date fair value of awards of PRSUs, TRSUs and stock options granted to the named executive officers, computed in accordance with ASC 718, with the value of the PRSUs based on the probable outcome of the performance conditions. See Footnote 15—Share Based Compensation in the Consolidated Financial Statements included in the Company’s 2023 Annual Report on Form 10-K for an explanation of the assumptions made by the Company in valuing the grants of these awards. |

  108. Outstanding Equity Awards at 2023 Fiscal Year-End

    Outstanding Equity Awards at 2023 Fiscal Year-End

  109. Outstanding Equity Awards at 2023 Fiscal Year-End

    | Name | Number Of Securities Underlying Unexercised Options (#) Exercisable | Number Of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number Of Shares Or Units Of Stock That Have Not Vested (#)(1) | Market Value Of Shares Or Units Of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3) | | Christopher H. Peterson(4) | — | — | — | — | — | — | 1,724,137 | 14,965,509 | | | — | — | — | — | 217,857 | 1,890,999 | 217,857 | 1,890,999 | | | — | — | — | — | 123,741 | 1,074,072 | 123,741 | 1,074,072 | | | 11,066 | 22,134 | 22.59 | 5/5/2032 | 4,426 | 38,418 | 11,066 | 96,053 | | | 61,629 | 123,260 | 25.86 | 2/18/2032 | 24,651 | 213,971 | 61,629 | 534,940 | | | 151,364 | 75,682 | 23.79 | 2/16/2031 | 30,273 | 262,770 | 75,682 | 656,920 | | | 172,063 | — | 20.02 | 2/18/2030 | — | — | — | — | | Mark Erceg(5) | — | 344,115 | 14.53 | 1/9/2033 | — | — | — | — | | | — | — | — | — | 120,805 | 1,048,587 | 120,805 | 1,048,587 | | | — | — | — | — | — | | 827,586 | 7,183,446 | | Bradford R. Turner(6) | — | — | — | — | 145,833 | 1,265,830 | 208,333 | 1,808,330 | | | — | — | — | — | 69,211 | 600,751 | 69,211 | 600,751 | | | 34,802 | 69,606 | 25.86 | 2/18/2032 | 13,921 | 120,834 | 34,802 | 302,081 | | | 84,594 | 42,298 | 23.79 | 2/16/2031 | 16,919 | 146,857 | 42,298 | 367,147 | | | 96,163 | — | 20.02 | 2/18/2030 | — | — | — | — | | Michael P. McDermott(8) | — | — | — | — | 87,751 | 761,679 | 125,359 | 1,088,116 | | | — | — | — | — | 57,046 | 495,159 | 57,046 | 495,159 | | | 16,458 | 32,918 | 25.86 | 2/18/2032 | 6,583 | 57,140 | 16,458 | 142,855 | | | 42,691 | 21,346 | 23.79 | 2/16/2031 | 8,539 | 74,119 | 21,346 | 185,283 | | | 41,212 | — | 20.02 | 2/18/2030 | — | — | — | — | | Kristine K. Malkoski(7) | — | — | — | — | 87,751 | 761,679 | 125,359 | 1,088,116 | | | — | — | — | — | 57,046 | 495,159 | 57,046 | 495,159 | | | 16,458 | 32,918 | 25.86 | 2/18/2032 | 6,583 | 57,140 | 16,458 | 142,855 | | | 42,691 | 21,346 | 23.79 | 2/16/2031 | 8,539 | 74,119 | 21,346 | 185,283 | | | 41,212 | — | 20.02 | 2/18/2030 | — | — | — | — | | Ravichandra K. Saligram(9) | — | — | — | — | 103,467 | 898,094 | 103,467 | 898,094 | | | 143,078 | 286,156 | 25.86 | 5/16/2028 | 57,231 | 496,765 | 143,078 | 1,241,917 | | | 273,224 | 136,613 | 23.79 | 2/16/2027 | 54,645 | 474,319 | 136,613 | 1,185,801 | | | 274,752 | — | 20.02 | 5/16/2026 | — | — | — | — | | | 1,333,333 | — | 17.79 | 5/16/2026 | — | — | — | — |

  110. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (1) Number of Shares or Units of Stock That Have Not Vested. Represents all TRSU awards held by the named executive officers as of December 31, 2023. |

  111. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (2) Market Value of Shares or Units of Stock That Have Not Vested. Represents the value of the number of shares of common stock covered by TRSU awards using $8.68 (the closing market price of the Company’s common stock on December 29, 2023). |

  112. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (3) Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested. Represents the value of the number of shares of common stock covered by all PRSU awards using $8.68 (the closing market price of the Company’s common stock on December 29, 2023). The value provided assumes the PRSU awards pay out at target and any performance criteria are achieved. The PRSU awards vest following the end of the applicable performance cycle if certain performance goals are attained and, generally, if the executive remains employed by the Company. The actual number of shares issued or cash paid upon settlement will depend on the extent to which the performance goals are attained or exceeded. Based on the Company’s cumulative free cash flow, annual core sales growth and TSR relative to the applicable custom comparator group through the applicable performance period ending December 31, 2023, 33.33% of the PRSUs granted pursuant to the 2021 LTIP vested on February 16, 2024. |

  113. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (4) Vesting Dates—Peterson. Mr. Peterson was granted 184,889 stock options on February 18, 2022, and the exercise price per share ($25.86) of the stock options was equal to the closing price of a share of the Company’s common stock on the date of grant. The options award vests in three tranches as follows: February 18, 2023 (61,629 options); February 18, 2024 (61,630 options); and February 18, 2025 (61,630 options). Mr. Peterson was granted 33,200 stock options on May 5, 2022, and the exercise price per share ($22.59) of the stock options was equal to the closing price of a share of the Company’s common stock on the date of grant. The options award vests in three tranches as follows: May 5, 2023 (11,066 options); May 5, 2024 (11,067 options); and May 5, 2025 (11,067 options). Mr. Peterson was granted 227,046 stock options on February 16, 2021, and the exercise price per share ($23.79) of the stock options was equal to the closing price of a share of the Company’s common stock on the date of grant. The option award vests in three tranches as follows: February 16, 2022 (75,682 options); February 16, 2023 (75,682 options); and February 16, 2024 (75,682 options). Mr. Peterson was granted 172,063 stock options on February 18, 2020, and the exercise price per share ($20.02) of the stock options was equal to the closing price of a share of the Company’s common stock on the date of grant. The option award vests in three tranches as follows: February 18, 2021 (57,354 options); February 18, 2022 (57,354 options); and February 18, 2023 (57,355 options). The vesting date of his TRSU awards are as follows: February 16, 2024 (30,273 TRSUs); February 17, 2024 (41,247 TRSUs); May 16, 2024 (72,619 TRSUs); February 18, 2025 (24,651 TRSUs); May 5, 2025 (4,426 TRSUs); May 16, 2025 (72,619 TRSUs); February 16, 2025 (41,247 TRSUs); February 16, 2026 (41,247 TRSUs); and May 16, 2026 (72,619 TRSUs). The vesting date of his PRSU awards are as follows: February 16, 2024 (75,682 PRSUs), February 18, 2025 (61,629 PRSUs), May 5, 2025 (11,066 PRSUs); February 17, 2026 (123,741 PRSUs); February 27, 2026 (1,724,137 PRSUs); and May 16, 2026 (217,857 PRSUs). |

  114. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (5) Vesting Dates—Erceg. Mr. Erceg was granted 344,115 stock options on January 9, 2023, and the exercise price per share ($14.53) of the stock options was equal to the closing price of a share of the Company’s common stock on the date of grant. The option award vests on the fifth anniversary of the grant date. The vesting date of his TRSU awards are as follows: February 17, 2024 (40,268 TRSUs); February 17, 2025 (40,268 TRSUs); and February 17, 2026 (40,269 TRSUs). The vesting date of his PRSU awards are as follows: February 17, 2026 (120,805 PRSUs) and February 27, 2026 (827,586 PRSUs). |

  115. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (6) Vesting Dates—Turner. Mr. Turner was granted 104,408 stock options on February 18, 2022, and the exercise price per share ($25.86) of the stock options was equal to the closing price of a share of the Company’s common stock on the date of grant. The options award vests in three tranches as follows: February 18, 2023 (34,802 options); February 18, 2024 (34,803 options); and February 18, 2025 (34,803 options). Mr. Turner was granted 126,892 stock options on February 16, 2021, and the exercise price per share ($23.79) of the stock options was equal to the closing price of a share of the Company’s common stock on the date of grant. The options award vests in three tranches as follows: February 16, 2022 (42,297 options); February 16, 2023 (42,297 options); and February 16, 2024 (42,298 options). Mr. Turner was granted 96,163 stock options on February 18, 2020, and the exercise price per share ($20.02) of the stock options was equal to the closing price of a share of the Company’s common stock on the date of grant. The option award vests in three tranches as follows: February 18, 2021 (32,054 options); February 18, 2022 (32,054 options); and February 18, 2023 (32,055 options). The vesting dates of his TRSU awards are as follows: February 16, 2024 (16,919 TRSUs); February 17, 2024 (23,070 TRSUs); July 5, 2024 (145,833 TRSUs); February 17, 2025 (23,070 TRSUs); February 18, 2025 (13,921 TRSUs); and February 17, 2026 (23,071 TRSUs). The vesting dates of his PRSU awards are as follows: February 16, 2024 (42,298 PRSUs); February 18, 2025 (34,802 PRSUs); July 5, 2025 (145,833 PRSUs); February 17, 2026 (69,211 PRSUs); and July 5, 2026 (62,500 PRSUs). |

  116. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (7) Vesting Dates—McDermott. Mr. McDermott was granted 49,376 stock options on February 18, 2022, and the exercise price per share ($25.86) of the stock options was equal to the closing price of a share of the Company’s common stock on the date of grant. The option award vests in three tranches as follows: February 18, 2023 (16,458 options); February 18, 2024 (16,459 options); and February 18, 2025 (16,459 options). Mr. McDermott was granted 64,037 stock options on February 16, 2021, and the exercise price per share ($23.79) of the stock options was equal to the closing price of a share of the Company’s common stock on the date of grant. The option award vests in three tranches as follows: February 16, 2022 (21,345 options), February 16, 2023 (21,346 options), and February 16, 2024 (21,346 options). Mr. McDermott was granted 41,212 stock options on February 18, 2020, and the exercise price per share ($20.02) of the stock options was equal to the closing price of a share of the Company’s common stock on the date of grant. The option award vests in three tranches as follows: February 18, 2021 (13,737 options); February 18, 2022 (13,737 options); and February 18, 2023 (13,738 options). The vesting dates of his TRSU awards are as follows: February 16, 2024 (8,539 TRSUs); February 17, 2024 (19,015 TRSUs); July 5, 2024 (87,751 TRSUs); February 17, 2025 (19,015 TRSUs); February 18, 2025 (6,583 TRSUs); and February 17, 2026 (19,016 TRSUs). The vesting dates of his PRSU awards are as follows: February 16, 2024 (21,346 PRSUs); February 18, 2025 (16,458 PRSUs); July 5, 2025 (87,751 PRSUs); February 17, 2026 (57,046 PRSUs); and July 5, 2026 (37,608 PRSUs). |

  117. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (8) Vesting Dates—Malkoski. Ms. Malkoski was granted 49,376 stock options on February 18, 2022, and the exercise price per share ($25.86) of the stock options was equal to the closing price of a share of the Company’s common stock on the date of grant. The options award vests in three tranches as follows: February 18, 2023 (16,458 options); February 18, 2024 (16,459 options); and February 18, 2025 (16,459 options). Ms. Malkoski was granted 64,037 stock options on February 16, 2021, and the exercise price per share ($23.79) of the stock options was equal to the closing price of a share of the Company’s common stock on the date of grant. The options award vests in three tranches as follows: February 16, 2022 (21,345 options); February 16, 2023 (21,346 options); and February 16, 2024 (21,346 options). Ms. Malkoski was granted 41,212 stock options on February 18, 2020, and the exercise price per share ($20.02) of the stock options was equal to the closing price of a share of the Company’s common stock on the date of grant. The option award vests in three tranches as follows: February 18, 2021 (13,737 options); February 18, 2022 (13,737 options); and February 18, 2023 (13,738 options). The vesting dates of her TRSU awards are as follows: February 16, 2024 |

  118. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (8,539 TRSUs); February 17, 2024 (19,015 TRSUs); July 5, 2024 (87,751 TRSUs); February 17, 2025 (19,015 TRSUs); February 18, 2025 (6,583 TRSUs); and February 17, 2026 (19,016 TRSUs). The vesting dates of her PRSU awards are as follows: February 16, 2024 (21,346 PRSUs); February 18, 2025 (16,458 PRSUs); July 5, 2025 (87,751 PRSUs); February 17, 2026 (57,046 PRSUs); and July 5, 2026 (37,608 PRSUs). |

  119. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (9) Vesting Dates—Saligram. Mr. Saligram was granted 429,234 stock options on February 18, 2022, and the exercise price per share ($25.86) of the stock options was equal to the closing price of a share of the Company’s common stock on the date of grant. The option vests in three tranches as follows: February 18, 2023 (143,078 options); February 18, 2024 (143,078 options); and February 18, 2025 (143,078 options). Mr. Saligram was granted 409,837 stock options on February 16, 2021, and the exercise price per share ($23.79) of the stock options was equal to the closing price of a share of the Company’s common stock on the date of grant. The option award vests in three tranches as follows: February 16, 2022 (136,612 options); February 16, 2023 (136,612 options); and February 16, 2024 (136,613 options). Mr. Saligram was granted 274,752 stock options on February 18, 2020, and the exercise price per share ($20.02) of the stock options was equal to the closing price of a share of the Company’s common stock on the date of grant. The option vests in three tranches as follows: February 18, 2021 (91,584 options); February 18, 2022 (91,584 options); and February 18, 2023 (91,584 options). Mr. Saligram was granted 1,333,333 stock options on October 2, 2019 pursuant to the Saligram CEO Offer Letter, and the exercise price per share ($17.79) of the stock options was equal to the closing price of a share of the Company’s common stock on the date of grant. One-third of the award (rounded down to the nearest whole share) vested on the date that was eighteen months after the grant date (April 2, 2021), the next one-third vested on the second anniversary of the grant date (October 2, 2021), and the last one-third vested on the third anniversary of the grant date (October 2, 2022). The vesting of the award was subject to the attainment of a specific stock price threshold following 18 months after Mr. Saligram’s commencement of employment, which condition has been satisfied. The vesting dates of his TRSU awards are as follows: February 16, 2024 (54,645 TRSUs); February 17, 2024 (34,489 TRSUs); February 17, 2025 (34,489 TRSUs); February 18, 2025 (57,231 TRSUs); and February 17, 2026 (34,489 TRSUs). The vesting dates of his PRSU awards are as follows: February 16, 2024 (136,613 PRSUs); February 18, 2025 (143,078 PRSUs); and February 17, 2026 (103,467 PRSUs). |

  120. 2023 Option Exercises and Stock Vested

    2023 Option Exercises and Stock Vested

  121. 2023 Option Exercises and Stock Vested

    | Name | Number Of Shares Acquired on Vesting (#) | Value Realized On Vesting ($)(1) | | Christopher H. Peterson | 54,468 | 961,906 | | Mark Erceg | — | — | | Bradford R. Turner | 30,441 | 537,588 | | Michael P. McDermott | 13,045 | 230,377 | | Kristine K. Malkoski | 14,151 | 242,322 | | Ravichandra K. Saligram | 86,975 | 1,535,980 |

  122. 2023 Option Exercises and Stock Vested

    | (1) Value Realized on Vesting. Represents the value of shares issued in respect of vested RSUs using the closing market price of the Company’s common stock on the relevant vesting date and includes the following cash payments for dividend equivalents paid with respect to RSUs: Mr. Peterson, $150,332; Mr. Turner, $84,017; Mr. McDermott, $36,007; Ms. Malkoski, $36,770; and Mr. Saligram, $240,052. |

  123. 2023 Nonqualified Deferred Compensation

    2023 Nonqualified Deferred Compensation

  124. 2023 Nonqualified Deferred Compensation

    | Name | Name of Plan | Executive Contributions in Last FY ($)(1) | Company Contributions in Last FY ($)(2) | Aggregate Earnings (Loss) in Last FY ($)(3) | Aggregate Withdrawals/ Distributions ($)(4) | Aggregate Balance at Last FYE ($)(5)(6) | | Christopher H. Peterson | Supplemental ESP | 226,504 | 143,702 | 282,233 | — | 1,738,213 | | Mark Erceg | Supplemental ESP | 77,708 | 83,348 | 0 | — | 161,056 | | Bradford R. Turner | 2008 Plan | — | — | 32,000 | — | 286,931 | | | Supplemental ESP | 56,369 | 65,403 | 74,059 | (79,786) | 677,990 | | Michael P. McDermott | Supplemental ESP | 32,608 | 32,608 | 6,475 | — | 126,352 | | Kristine K. Malkoski | Supplemental ESP | — | — | — | — | — | | Ravichandra K. Saligram | Supplemental ESP | 33,541 | — | 115,998 | (1,113,641) | — |

  125. 2023 Nonqualified Deferred Compensation

    | (1) Executive Contributions in Last FY. The amounts reported in this column for each named executive officer are reported as “Salary/Non-Equity Incentive Plan Compensation” in the “2023 Summary Compensation Table.” |

  126. 2023 Nonqualified Deferred Compensation

    | (2) Company Contributions in Last FY. For 2023, the Company contributed to each eligible named executive officer’s account under the Supplemental ESP the amount described in the table, as reported in the “All Other Compensation” column of the “2023 Summary Compensation Table.” Company contributions were credited in March 2024 for contributions granted under the Supplemental ESP in 2023. No Company contributions are reflected for the 2008 Plan because the 2008 Plan was frozen to future deferrals as of January 1, 2018 with respect to the named executive officers. |

  127. 2023 Nonqualified Deferred Compensation

    | (3) Aggregate Earnings (Loss) in Last FY. The investment earnings/loss for 2023 reported in this column for each named executive officer is not included in the “2023 Summary Compensation Table.” |

  128. 2023 Nonqualified Deferred Compensation

    | (4) Aggregate Withdrawals/Distributions. Mr. Turner received a distribution of $79,786 from the Supplemental ESP in 2023. Mr. Saligram received a distribution of $1,113,641 from the Supplemental ESP in 2023 as a result of his retirement. |

  129. 2023 Nonqualified Deferred Compensation

    | (5) Aggregate Balance at Last FYE. The following amount with respect to the 2008 Plan was reported in prior years’ summary compensation tables: Mr. Turner, $77,684. The following amounts with respect to the Supplemental ESP were reported in prior years’ summary compensation tables: Mr. Peterson, $397,363; Mr. Turner, $318,382; Mr. McDermott, $11,944 and Mr. Saligram, $536,670. The Aggregate Balance at Last FYE column in this table includes 2023 accrued contributions that were paid in 2024. |

  130. 2023 Nonqualified Deferred Compensation

    | (6) Legacy Accounts under 2008 Plan. Prior to 2018, Mr. Turner received “SERP Cash Account Credits,” as defined in the 2008 Plan, which vested ratably in annual installments based on his continued employment with the Company, and which, once vested, continue to be maintained in an investment account (each, a “Cash Account”) for the eligible named executive officer’s benefit pursuant to the 2008 Plan. The balances set forth in the table for Mr. Turner relating to the 2008 Plan reflect legacy contribution credits made before this benefit was discontinued. |

  131. 2023 Nonqualified Deferred Compensation

    Deferred Compensation Plans. 2008 Plan. Eligibility. Mr. Turner was eligible to participate in the 2008 Plan. Participant Contributions. For each calendar year prior to 2018, a participant could elect to defer to the 2008 Plan up to 50% of his base salary and up to 100% of any cash bonus paid for the calendar year. The deferred amounts were credited to an account established for the participant. As of January 1, 2018, the 2008 Plan was frozen to future deferrals except for a small number of grandfathered participants, none of whom are named executive officers. Cash Account—Basic Contribution. Mr. Turner had funds deposited for his benefit in a Cash Account as contributions made by the Company pursuant to the 2008 Plan. Prior to 2018, Mr. Turner received an annual basic contribution credit. This annual contribution credit to Cash Accounts was discontinued for all plan years following 2017 in connection with the adoption of the Supplemental ESP. Vesting. Many of the contributions made by the Company were subject to ratable annual vesting schedules. Mr. Turner is currently 100% vested in his Cash Account balance and other benefits under the 2008 Plan. Investments. Each Cash Account is credited with earnings and losses based on investment alternatives made available in the 2008 Plan and selected by the named executive officer from time to time. Distributions. Mr. Turner’s retirement account and the vested portion of his Company contributions account will be paid out in a lump sum upon termination of employment. The payment or commencement of the benefits will be made in the year after the year of his termination of employment, but not sooner than six months after the date of such termination. In addition, upon Mr. Turner’s death, deferrals and Company contributions will be paid to beneficiaries in accordance with his payment election for amounts payable on a termination of employment. In the event of Mr. Turner’s termination of employment within two years following a “change in control event” with respect to the Company (for Internal Revenue Code Section 409A purposes), the entire undistributed balance of his Cash Account would be paid pursuant to the 2008 Plan in a lump sum on the first business day of the seventh month following the named executive officer’s termination of employment. Mr. Turner may also request a distribution as necessary to satisfy an unforeseeable emergency. Supplemental ESP. Eligibility. All of the named executive officers are eligible to participate in the Supplemental ESP. Participant Contributions. For each calendar year, a participant can elect to defer up to 50% of his or her base salary in excess of the IRS 401(a)(17) limit and up to 100% of any annual incentive bonus on a pre-tax basis. The deferred amounts are credited to an account established for the participant. Company Contributions. For each calendar year, the Company will credit participants with a matching contribution for up to 6% of their base pay in excess of the IRS 401(a)(17) limit, subject to applicable conditions. The Company will also make a matching contribution for up to 6% of their annual incentive bonus, subject to applicable conditions. The Company also has the ability to make discretionary matching contributions under the Supplemental ESP. Compensation. The amount of compensation deferred under the Supplemental ESP is based on elections by each participant in accordance with the terms of the Supplemental ESP, the Company contributions and the earnings or losses thereon. The obligation of the Company to pay such deferred compensation will become due as pre-designated by each participant or on retirement, death or other termination of employment in the form and on the date or dates determined in accordance with the terms of the Supplemental ESP. Vesting. All eligible participants will be at all times 100% vested in their entire benefit under the Supplemental ESP, except that the Company may establish a vesting schedule for any discretionary employer contributions. Investments. Amounts deferred under the Supplemental ESP will be credited with investment returns based on investment alternatives chosen by each participant, and the amount payable to each participant will reflect the investment returns of the chosen investment alternatives. Distributions. At the time a participant makes a deferral election, he or she must elect whether such amount is to be paid in a lump sum or in annual installments of not more than 10 years. If no selection is made, the amount will be paid out in a lump sum. The amount will be paid out as elected upon termination of employment for each named executive office, but not sooner than six months after the date of such termination, or a month and year elected by the participant which must be at least three years after the last day of the plan year for which the election relates (unless termination of employment occurs before such month and year, in which case distributions would commence in connection with such termination, but not sooner than six months after such termination). Payments with respect to Company contributions will commence upon a participant’s termination of employment, but not sooner than six months after such termination. The Company has the authority, subject to certain limitations, to terminate the Supplemental ESP in connection with a “change in control event” with respect to the Company (for Internal Revenue Code Section 409A purposes) and distribute each affected participant’s entire vested account.

  132. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL OF THE COMPANY

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL OF THE COMPANY The Company provides certain additional benefits to eligible employees upon certain types of termination of employment, including termination of employment following a change in control of the Company. All named executive officers other than Mr. Saligram, who retired from his employment with the Company in May 2023, were eligible for benefits under these circumstances as of December 31, 2023. Termination of Employment Following a Change in Control. Newell Brands Executive Severance Plan. As of the date of this Proxy Statement, each of the named executive officers other than Mr. Saligram participates in the Severance Plan. Mr. Saligram’s participation in the Severance Plan ended in October 2022 in accordance with the terms of his 2019 offer letter. The Severance Plan provides for benefits upon either of two types of employment termination involving a participating executive (an “Executive”): (i) an involuntary termination of the Executive’s employment by the Company without Good Cause (as defined in the Severance Plan); or (ii) a voluntary termination of employment for Good Reason (as defined in the Severance Plan). Under the Severance Plan, Good Cause exists if the Executive willfully engages in misconduct in the performance of his or her duties that causes material harm to the Company, engages in an intentional act of fraud, theft, dishonesty or falsification with respect to the Company, intentionally and materially breaches any Company Code of Conduct or policy that applies to Executive or statutory duty that Executive owes to the Company, is convicted of a criminal violation involving fraud, dishonesty or moral turpitude or that otherwise prevents Executive from performing his or her duties with the Company, or refuses to perform Executive’s reasonably assigned duties as an employee (other than a refusal resulting from his or her disability). Generally, Good Reason exists under the Severance Plan if there is a material adverse change in the nature or the scope of the Executive’s authority, duties, rate of pay or incentive or retirement benefits; the Executive is required to report to an officer with a materially lesser position or title, the Company relocates the Executive by 50 miles or more; or the Company materially breaches the provisions of the Severance Plan. However, Good Reason will not exist if the Company’s reduction in benefits under an incentive or retirement plan is applicable to all other plan participants who are senior executives and either (1) the reduction is a result of an extraordinary decline in the Company’s earnings, share price or public image or (2) the reduction is done to bring the plan(s) in line with the compensation programs of comparable companies. For purposes of the Severance Plan, a Change in Control generally means: (i) a person acquires 25% or more of the voting power of the Company’s outstanding securities; (ii) a merger, consolidation or similar transaction that generally involves a change in ownership of at least 50% of the Company’s outstanding voting securities; (iii) a sale of all or substantially all of the Company’s assets that generally involves a change in ownership of at least 50% of the Company’s outstanding voting securities; or (iv) certain changes in the composition of a majority of the Board over a period of two consecutive years or less. Under the Severance Plan, in the event of a Change in Control, Executives are eligible to receive the following pay and benefits if their employment is terminated by the Company other than for Good Cause or by the Executive for Good Reason, on or within 24 months after a Change in Control:

  133. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL OF THE COMPANY

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

  134. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL OF THE COMPANY

    | ● | A pro rata annual cash bonus for the year of termination, based on attainment of targeted results at a target payout level, as well as payment under any bonus plan that applies to Executive for any completed year for which bonuses have not been paid as of the date of termination; |

  135. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL OF THE COMPANY

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

  136. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL OF THE COMPANY

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

  137. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL OF THE COMPANY

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

  138. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL OF THE COMPANY

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

  139. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL OF THE COMPANY

    | ● | Twelve months of outplacement benefits. |

  140. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL OF THE COMPANY

    In order to receive benefits under the Severance Plan, participating Executives are required to sign restrictive covenants, including non-competition covenants, for a period of up to two years, and a release of claims. The Company may recover payments previously paid in the event an Executive breaches restrictive covenants. No gross-up payment will be made to cover any excise and related income tax liability arising under Sections 4999 and 280G of the Internal Revenue Code as a result of any payment or benefit arising under the Severance Plan. Instead, the Severance Plan provides for a reduction in amounts payable so that no excise tax would be imposed. However, a reduction in payments will not occur if the payment of the excise tax would produce a greater overall net after-tax benefit. Employment Security Agreements. Prior to the adoption of the Severance Plan, the Company entered into an ESA with each of Mr. Peterson and Mr. Turner, to provide benefits upon certain terminations of employment following a Change in Control (as defined in the applicable ESA) of the Company. Mr. Peterson became a participant in the Severance Plan on February 9, 2022, and Mr. Turner became a participant in the Severance Plan on August 4, 2020. As a condition of participation, each of Mr. Peterson and Mr. Turner waived all of his rights under his ESA, other than any provisions thereof that apply to awards with respect to Company securities that were granted prior to the effective date of his participation in the Severance Plan. The ESA for each of Messrs. Peterson and Turner provides for benefits upon either of two types of employment termination that occur within 24 months after a Change in Control of the Company: (i) an involuntary termination of the executive’s employment by the Company without Good Cause (as defined in the ESA); or (ii) a voluntary termination of employment for Good Reason (as defined in the ESA). For purposes of the ESA, a Change in Control generally has the same meaning as it does under the Severance Plan. Good Cause exists under the ESA if the executive, in the performance of his duties, engages in misconduct that causes material harm to the Company or is convicted of a criminal violation involving fraud or dishonesty. Finally, Good Reason under the ESA generally has the same meaning as it does under the Severance Plan. The only benefits under the ESA that remain in effect for Messrs. Peterson and Turner are those relating to stock options and RSU awards granted prior to the respective dates of their participation in the Severance Plan. Under these provisions, upon a termination of employment meeting the criteria described above, Company stock options held by the executive prior to such participation date would become immediately exercisable and remain exercisable until the earlier of three years thereafter or the remaining term of the options, all restrictions on any Company restricted securities and RSUs held by the executive prior to such participation date would lapse, and all performance goals on Company performance-based awards held by the executive prior to such participation date would be deemed satisfied at the target level. Such benefits are quantified in the table that follows this discussion. No gross-up payment would be made to cover any excise and related income tax liability arising under Sections 4999 and 280G of the Internal Revenue Code as a result of any payment or benefit arising under the ESA. Instead, the ESA provides for a reduction in amounts payable so that no excise tax would be imposed. However, a reduction in payments will not occur if the payment of the excise tax would produce a greater overall net after-tax benefit. The ESA contains restrictive covenants that prohibit the executive from (1) associating with a business that is competitive with any line of business of the Company for which he provided services, without the Company’s consent and (2) soliciting the Company’s agents and employees. These restrictive covenants would remain in effect for two years following any termination of the executive’s employment. As of the end of fiscal 2023, none of Mr. Turner’s outstanding unvested equity awards were subject to the ESA. 2013 Incentive Plan and 2022 Incentive Plan. If any awards under either the 2013 Incentive Plan or the 2022 Incentive Plan are replaced with equivalent equity awards upon a Change in Control, then upon a termination of employment without Good Cause or for Good Reason (as such terms are defined in the relevant plan document) within two years following the Change in Control, all such unvested awards become fully exercisable and all restrictions applicable to such awards will terminate or lapse. 2008 Plan/Supplemental ESP. See the discussion under “2023 Nonqualified Deferred Compensation—Deferred Compensation Plans—2008 Plan” and the discussion under “2023 Nonqualified Deferred Compensation—Deferred Compensation Plans—Supplemental ESP” for an explanation of the potential treatment of the benefits payable to a named executive officer in connection with a Change in Control. For purposes of the 2008 Plan and Supplemental ESP, a Change in Control is determined by reference to certain provisions of Section 409A of the Code. Termination of Employment—No Change in Control. As noted above, as of the date of this Proxy Statement, each of the named executive officers other than Mr. Saligram participates in the Severance Plan. In the event of termination in the absence of a Change in Control, at any time by the Company other than for Good Cause or by the Executive for Good Reason, as those terms are defined in the Severance Plan, Executives are eligible to receive the following pay and benefits:

  141. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL OF THE COMPANY

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

  142. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL OF THE COMPANY

    | ● | A pro rata annual cash bonus based on actual corporate results for the year of termination and any completed year for which bonuses have not been paid as of the date of termination, subject to adjustments that may be applied generally; |

  143. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL OF THE COMPANY

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

  144. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL OF THE COMPANY

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

  145. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL OF THE COMPANY

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

  146. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL OF THE COMPANY

    | ● | Twelve months of outplacement benefits. |

  147. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL OF THE COMPANY

    In order to receive benefits under the Severance Plan, participating Executives are required to sign restrictive covenants, including non-competition covenants, for a period of up to two years, and a release of claims. The Company may recover payments previously paid in the event an Executive breaches restrictive covenants. Mr. Peterson’s CEO Offer Letter. Mr. Peterson is entitled to the benefits described above under the CD&A heading “Mr. Peterson’s CEO Offer Letter”, if he retires under the Company’s retirement criteria now in effect (i.e., attainment of age 60, or age 55 with 10 years of service). Prior Compensation Arrangements. Each of Mr. Peterson’s and Mr. Turner’s prior employment letters provided benefits to the executive upon certain terminations of employment prior to a Change in Control (as such term is defined in the respective ESA described above). Mr. Peterson and Mr. Turner became participants in the Severance Plan in February 2022 and August 2020, respectively. In doing so, each of them waived all of his rights to severance benefits under prior employment letters, other than any provisions thereof that apply to awards with respect to Company securities granted prior to the effective date of his participation in the Severance Plan. Under the remaining applicable terms of their prior employment letters, if terminated by the Company without Good Cause (as defined in the offer letter) prior to a Change in Control, each of Mr. Peterson and Mr. Turner is entitled to retain a pro-rated portion of his unvested stock options or LTIP awards granted prior to the date of his participation in the Severance Plan, which shall continue to vest according to their original respective vesting dates; provided that any PRSUs would only vest to the extent the applicable performance criteria are achieved. Receipt of such benefits is subject to the executive’s execution of a customary release that contains non-solicitation and non-competition obligations. As of the end of fiscal 2023, none of Mr. Turner’s outstanding unvested equity awards were subject to his prior employment letter. 2013 Incentive Plan and 2022 Incentive Plan. The following applies to stock options and RSUs outstanding on December 31, 2023 under the 2013 Incentive Plan and 2022 Incentive Plan upon termination of employment, retirement generally and under the Company’s retirement guidelines, death or disability. In the case of Mr. Saligram, “retirement” is defined in these awards as a voluntary or involuntary termination of employment after he has completed three consecutive years of continuous employment with the Company or any of its affiliates, other than an involuntary termination for Good Cause (as defined in the 2013 Incentive Plan) or a termination due to death or disability. In May 2023, Mr. Saligram retired from his employment with the Company in accordance with these provisions. In the case of all other outstanding awards held by named executive officers, “retirement” is defined as a voluntary or involuntary termination of employment after the grantee has either attained the age of sixty or attained age fifty-five with ten or more years of credited service, other than an involuntary termination for cause (as defined therein) or, for certain awards to Mr. Peterson, Good Cause (as defined in the Severance Plan) or a termination due to death or disability. Stock Options. Under stock options granted in 2020, if an individual’s employment terminates for any reason other than death, disability or retirement, then all of his or her options expire on, and cannot be exercised after, the date of his or her termination; provided that if such a termination of employment occurs during a blackout or other period during which the grantee is restricted from trading the Company’s common stock, then the portion of the stock option vested as of such termination date shall expire 60 days after the close of such blackout or other period. Under stock options granted in 2021, if an individual’s employment terminates for any reason other than death, disability or retirement, then all of his or her options expire on, and cannot be exercised after, the date that is 90 days after the date of such termination of employment. Under stock options granted in 2022 and 2023, if an individual’s employment terminates for any reason other than death, disability or retirement, then all of his or her options expire on, and cannot be exercised after, the date that is 90 days after the date of such termination of employment; provided that if the option would otherwise expire during a blackout or other period during which the grantee is restricted from trading the Company’s common stock, then the portion of the stock option vested as of such termination date shall instead expire 60 days after the close of such blackout or other period. Pursuant to stock option awards granted in 2019, 2020 and 2021, if the grantee’s employment is terminated due to death, disability or retirement, all outstanding options will continue to vest (without regard to any continuous employment requirements but subject to any performance conditions) and be exercisable for a period of three years following the later of the date of vesting or termination of employment (or until the expiration of the term of the option, if earlier). Under stock option awards granted in 2022 and 2023, if the grantee’s employment is terminated due to death, disability or retirement, all outstanding options will continue to vest (without regard to any continuous employment requirements but subject to any performance conditions) and be exercisable for a period of five years following the termination of employment (or until the expiration of the term of the option, if earlier). Restricted Stock Units (RSUs). In general, under all outstanding RSU agreements, if a named executive officer’s employment terminates for any reason other than death, disability or retirement, then all of his or her RSUs are forfeited on the date of such termination. If a named executive officer’s employment terminates due to death or disability, then all restrictions lapse, and all RSUs fully vest at target payout levels, on the date of his or her termination.

  148. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL OF THE COMPANY

    All outstanding TRSUs and PRSUs held by Mr. Saligram upon his retirement in May 2023 will continue to vest in full and will be paid out in accordance with the original vesting and payment schedule, subject to the level of achievement of any applicable performance criteria, in accordance with his Retirement Agreement. In accordance with the Peterson CEO Offer Letter, if Mr. Peterson’s employment is terminated prior to a vesting date due to retirement or involuntarily terminated by the Company other than for Good Cause (as defined in the Severance Plan), death or disability, any unvested TRSUs and PRSUs granted to Mr. Peterson in 2023 will continue to vest in full and will be paid out in accordance with the original vesting and payment schedule, subject to the level of achievement of any applicable performance criteria. With respect to all other outstanding RSUs issued to named executive officers, if the individual’s employment terminates due to retirement, any unvested TRSUs and PRSUs granted more than 12 months prior to the date of retirement will be pro-rated by dividing the full number of months worked since the grant date by the full number of months in the applicable vesting period; provided that PRSUs will not be pro-rated (and will vest in full subject to the achievement of the applicable performance criteria) if the executive retires at age 60 or later. The pro-rated awards (or full PRSUs for retirees over 60) will continue to vest and will be paid out in accordance with the original vesting and payment schedule, subject to the level of achievement of any applicable performance criteria. Except in the case of awards to Mr. Saligram and awards granted in 2023 to Mr. Peterson, any RSUs granted less than 12 months from the date of retirement will be forfeited under these retirement provisions. Additional Provisions. All outstanding RSU and stock option agreements for the named executive officers include confidentiality, non-solicitation, non-competition and non-disparagement obligations. Further, for certain events, including in the event of termination of the executive’s employment with the Company by the Company without Good Cause or termination by an employee for Good Reason (as such terms are defined in the 2013 Incentive Plan or 2022 Incentive Plan, as applicable), the Board or the Committee has the discretion to accelerate the date as of which any stock option may become exercisable or to accelerate the date as of which the restrictions will lapse with respect to RSUs or other awards. Additional provisions described in this Proxy Statement may apply to the treatment of RSUs or stock options upon termination of a named executive officer’s employment under the terms of the named executive officer’s employment offer or ESA, or pursuant to the Severance Plan, as applicable. 2008 Plan/Supplemental ESP. As mentioned above, Mr. Turner is fully vested in his Cash Account balance. All named executive officers currently eligible to participate in the Supplemental ESP are fully vested in their Supplemental ESP accounts. Under each of the 2008 Plan and Supplemental ESP, assuming a termination of employment on December 31, 2023, each eligible named executive officer would be entitled to the entire balance of his or her 2008 Plan Cash Account and Supplemental ESP account, as applicable, as reported in the “Aggregate Balance at Last FYE” column of the “2023 Nonqualified Deferred Compensation” table. See the discussion under “2023 Nonqualified Deferred Compensation—Deferred Compensation Plans—2008 Plan” and “2023 Nonqualified Deferred Compensation—Deferred Compensation Plans—Supplemental ESP” for an explanation of benefits payable to a named executive officer upon his or her termination of employment. Change in Control Only—No Termination of Employment. 2013 Incentive Plan. None of the outstanding unvested equity awards held by the named executive officers are “single trigger” that would vest on the occurrence of a change in control of the Company (assuming such awards are assumed and converted into new awards), and none of the named executive officers are entitled to any other “single trigger” benefits upon the occurrence of a change in control. Under the 2013 Incentive Plan and 2022 Incentive Plan, all awards that are not replaced with equivalent equity awards become fully exercisable or vested without restriction and awards that are earned but not paid become immediately payable in cash. These benefits do not require any termination of employment. Under the terms of the RSU agreements held by the named executive officers, PRSUs will be treated in the same manner as TRSUs following a Change in Control (as defined in the applicable plan) of the Company in that an unvested PRSU will have the same value as an unvested TRSU, and any unvested PRSU will either be replaced by a time-based equity award or become immediately vested, in either case assuming a target level of performance for the PRSUs. For purposes of the above plans, a “Change in Control” generally has the same meaning as applicable for the Severance Plan. See “Newell Brands Executive Severance Plan” above.

  149. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control The amounts set forth in the table below would be payable to or for each named executive officer, assuming no Change in Control (as defined in the applicable agreement or plan document) of the Company and that the named executive officer’s employment were terminated on December 31, 2023, without cause or on account of death or disability (as defined by the applicable plan or agreement). The compensation included is only that which would have been payable as a result of the applicable triggering event. The table below also quantifies the additional compensation and benefit amounts that would be payable to each named executive officer upon a qualifying termination within 24 months after a Change in Control (as described above) if such events occurred as of December 31, 2023. A qualifying termination consists of involuntary termination without Good Cause or voluntary termination by the executive for Good Reason, as defined by the applicable plan or agreement. The compensation included is only that which would have been payable as a result of the applicable triggering event. Amounts are only shown for Mr. Saligram for his actual retirement as quantified in footnote 11 below. The table below excludes the value of the amounts payable under deferred compensation plans that are disclosed in the “2023 Nonqualified Deferred Compensation” table on page 67.

  150. Potential Payments upon Termination or Change in Control

    | NAME | BENEFIT | DEATH OR DISABILITY | INVOLUNTARY TERMINATION WITHOUT CAUSE | QUALIFYING TERMINATION WITHIN 24 MONTHS OF CHANGE IN CONTROL | | Christopher H. Peterson | Severance Payment(1)(2) | — | 6,500,000 | 6,500,000 | | | Pro rata Bonus Payment(3)(4) | 1,575,038 | 1,891,500 | 1,950,000 | | | Value of Unvested RSUs/Options(5)(6) | 22,698,721 | 22,315,403 | 22,698,721 | | | Health & Welfare Benefits(7)(8) | — | 15,216 | 15,216 | | | Outplacement(9) | — | 30,000 | 30,000 | | | Total Estimated Value | 24,273,759 | 30,752,119 | 31,193,937 | | Mark Erceg | Severance Payment(1)(2) | — | 1,760,000 | 3,520,000 | | | Pro rata Bonus Payment(3)(4) | 911,800 | 931,200 | 960,000 | | | Value of Unvested RSUs/Options(5)(6) | 9,280,621 | 2,187,846 | 9,280,621 | | | Health & Welfare Benefits(7)(8) | — | 12,161 | 24,323 | | | Outplacement(9) | — | 30,000 | 30,000 | | | Total Estimated Value | 10,192,421 | 4,921,207 | 13,814,944 | | Bradford R. Turner | Severance Payment(1)(2) | — | 1,450,000 | 2,900,000 | | | Pro rata Bonus Payment(3)(4) | 699,208 | 703,250 | 725,000 | | | Value of Unvested RSUs/Options(5)(6) | 5,212,583 | 2,264,751 | 5,212,583 | | | Health & Welfare Benefits(7)(8) | — | 9,221 | 18,442 | | | Outplacement(9) | — | 30,000 | 30,000 | | | Total Estimated Value(10) | 5,911,791 | 4,457,222 | 8,886,025 | | Michael P. McDermott | Severance Payment(1)(2) | — | 1,295,000 | 2,590,000 | | | Pro rata Bonus Payment(3)(4) | 543,469 | 553,350 | 595,000 | | | Value of Unvested RSUs/Options(5)(6) | 3,299,511 | 1,390,710 | 3,299,511 | | | Health & Welfare Benefits(7)(8) | — | 12,161 | 24,323 | | | Outplacement(9) | — | 30,000 | 30,000 | | | Total Estimated Value | 3,842,980 | 3,281,221 | 6,538,834 |

  151. Potential Payments upon Termination or Change in Control

    | NAME | BENEFIT | DEATH OR DISABILITY | INVOLUNTARY TERMINATION WITHOUT CAUSE | QUALIFYING TERMINATION WITHIN 24 MONTHS OF CHANGE IN CONTROL | | Kristine K. Malkoski | Severance Payment(1)(2) | — | 1,295,000 | 2,590,000 | | | Pro rata Bonus Payment(3)(4) | 514,250 | 523,600 | 595,000 | | | Value of Unvested RSUs/Options(5)(6) | 3,299,511 | 1,452,763 | 3,299,511 | | | Health & Welfare Benefits(7)(8) | — | 10,176 | 20,352 | | | Outplacement(9) | — | 30,000 | 30,000 | | | Total Estimated Value | 3,813,761 | 3,311,539 | 6,534,863 | | Ravichandra K. Saligram(11) | Severance Payment | — | — | — | | | Pro rata Bonus Payment | — | — | — | | | Value of Unvested RSUs/Options | — | — | — | | | Health & Welfare Benefits | — | — | — | | | Outplacement | — | — | — | | | Total Estimated Value | — | — | — |

  152. Potential Payments upon Termination or Change in Control

    | (1) Severance Payment—Qualifying Termination. Under the Severance Plan, Mr. Peterson would receive a cash severance payment equal to two times the sum of base salary and target annual cash incentive award, and each of Messrs. Erceg, Turner and McDermott and Ms. Malkoski would receive a cash severance payment equal to one times the sum of base salary and target annual cash incentive award. |

  153. Potential Payments upon Termination or Change in Control

    | (2) Severance Payment—Qualifying Termination Following Change in Control. Under the Severance Plan, each of Messrs. Peterson, Erceg, Turner and McDermott and Ms. Malkoski would receive a cash severance payment equal to two times the sum of their base salary and target annual cash bonus. |

  154. Potential Payments upon Termination or Change in Control

    | (3) Pro rata Bonus—Death, Disability or Qualifying Termination. All named executive officers included in this table would be entitled to a pro-rated annual cash bonus for the year of death, disability, or qualifying termination, paid on the basis of actual performance. The Bonus Program for 2023 paid out at 97% for Messrs. Peterson, Erceg and Turner, 93% for Mr. McDermott, and 88% for Ms. Malkoski. |

  155. Potential Payments upon Termination or Change in Control

    | (4) Pro rata Bonus—Qualifying Termination Following Change in Control. All named executive officers included in this table would be entitled to a pro-rated annual cash bonus for the year of qualifying termination within 24 months of Change in Control, paid on the basis of target performance. |

  156. Potential Payments upon Termination or Change in Control

    | (5) Value of Unvested RSUs/Options—Qualifying Termination. Amounts in this row represent the value of the RSUs or stock options that would vest upon an involuntary termination of employment without cause. The value of the RSUs and stock options is based on the closing market price of the Company’s common stock on December 29, 2023 and assumes performance at the target (100%) payout level for all PRSUs. In the event he were terminated other than for Good Cause (as defined in the Severance Plan), Mr. Peterson would be entitled to full vesting of all outstanding RSU and stock option awards granted in 2023. In the event he resigned for Good Reason (as defined in the Severance Plan), Mr. Peterson would be entitled to pro-rata vesting of all outstanding RSU and stock option awards granted in 2023. In the event he or she were terminated other than for Good Cause or resigned for Good Reason (as those terms are defined in the Severance Plan), Mr. Peterson would be entitled to pro-rata vesting of all outstanding RSU and stock option awards granted in 2022, and Messrs. Erceg, Turner and McDermott and Ms. Malkoski would be entitled to pro-rata vesting of all of their unvested RSU and stock option awards. Furthermore, because she was retirement eligible as of |

  157. Potential Payments upon Termination or Change in Control

    | December 31, 2023 under the terms of her awards, in the event of any voluntary or involuntary termination of Ms. Malkoski’s employment, without cause (as defined in the applicable award agreement), Ms. Malkoski would be entitled to full vesting of her unvested PRSU awards granted in 2021 and 2022 and all of her unvested stock option awards. In the event he were terminated other than for Good Cause (as defined in his applicable offer letter), Mr. Peterson would be entitled to pro-rata vesting of all unvested RSU and stock option awards granted in 2021. The portion of any awards continuing to vest following a termination of employment under the provisions described above would continue to vest and be paid, as applicable, in accordance with the original vesting and payment schedule, subject in all cases to the level of achievement of any applicable performance criteria. |

  158. Potential Payments upon Termination or Change in Control

    | (6) Value of Unvested RSUs/Options—Death, Disability, or Qualifying Termination Following a Change in Control. Amounts in this row consist of RSUs and stock options that would vest upon death, disability, or qualifying termination following Change in Control (as defined in the 2013 Incentive Plan or 2022 Incentive Plan, as applicable), on December 31, 2023, with PRSUs payable at target. The value of the RSUs and stock options is based on the closing market price of the Company’s common stock on December 29, 2023 of $8.68. |

  159. Potential Payments upon Termination or Change in Control

    | (7) Welfare Benefits for Severance Period—Qualifying Termination. Amounts in this row consist of projected premiums for life, medical, dental, vision, accidental death and disability and disability policies, reduced by the amount of projected employee premiums and employee paid administrative charges, during the severance period for each named executive officer. For a termination without cause, amounts reflect projected costs for 12 months for all named executive officers (other than Mr. Peterson, for whom the amount reflects projected costs for 24 months). |

  160. Potential Payments upon Termination or Change in Control

    | (8) Welfare Benefits for Severance Period—Qualifying Termination following Change in Control. Amounts in this row consist of projected premiums for life, medical, dental, vision, accidental death and disability and disability policies, reduced by the amount of projected employee premiums and employee paid administrative charges, during the severance period for each named executive officer. For a qualifying termination following Change in Control, amounts reflect projected costs for 24 months. |

  161. Potential Payments upon Termination or Change in Control

    | (9) Outplacement Value. Amounts in this row consist of projected costs of outplacement service provided to the executive upon termination of employment. |

  162. Potential Payments upon Termination or Change in Control

    | (10) Potential Payment Reduction (Section 280G). For all named executive officers, the total estimated value in the event of a qualifying termination within 24 months of a Change in Control may be subject to reduction in payments pursuant to the Severance Plan to avoid excise tax liability arising under Sections 4999 and 280G of the Internal Revenue Code. |

  163. Potential Payments upon Termination or Change in Control

    | (11) Mr. Saligram’s Retirement. As described above, Mr. Saligram retired from the Company in May 2023. Upon his retirement, Mr. Saligram became entitled to his annual cash bonus, pro-rated based on the number of days he served in 2023 and paid on the basis of actual performance, which paid out at 97% (or in the amount of $809,591), and to full vesting of all of his outstanding RSU and stock option awards, which awards, in each case, will continue to vest on their respective vesting dates; provided that any PRSUs will only vest to the extent the applicable performance criteria are achieved and which are valued based on the closing market price of the Company’s common stock on December 29, 2023, assuming performance at the target payout level. The aggregate estimated value of the vesting of such awards is $5,194,989. |

  164. 2023 Director Compensation

    2023 Director Compensation This table discloses all compensation provided to each non-employee director of the Company in 2023.

  165. 2023 Director Compensation

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Option Awards ($)(3) | Total ($) | | Patrick D. Campbell | 199,780 | 159,994 | — | 359,774 | | James R. Craigie(4) | 52,308 | — | — | 52,308 | | Gary Hu(4) | 43,283 | 159,994 | — | 203,277 | | Brett M. Icahn(4) | 28,750 | — | — | 28,750 | | Jay L. Johnson | 115,000 | 159,994 | — | 274,994 | | Gerardo I. Lopez | 115,000 | 159,994 | — | 274,994 | | Courtney R. Mather | 135,000 | 159,994 | — | 294,994 | | Bridget Ryan Berman | 140,000 | 159,994 | — | 299,994 | | Judith A. Sprieser | 140,000 | 159,994 | — | 299,994 | | Stephanie P. Stahl | 115,000 | 214,786 | — | 329,786 | | Robert A. Steele (Chairperson) | 172,500 | — | 394,800 | 567,300 | | David Willetts(4) | 62,931 | 182,784 | — | 245,715 |

  166. 2023 Director Compensation

    | (1) Fees Earned or Paid in Cash. Includes all meeting and retainer fees paid quarterly in cash or deferred pursuant to the Company’s 2008 Plan. |

  167. 2023 Director Compensation

    | (2) Stock Awards. The amounts in this column reflect the grant date fair value, calculated in accordance with ASC 718, of (i) the award of 18,285 RSUs to each of Mr. Campbell, Mr. Hu, Mr. Johnson, Mr. Lopez, Mr. Mather, Ms. Ryan Berman, Ms. Sprieser, Ms. Stahl and Mr. Willetts on May 16, 2023 under the 2022 Incentive Plan and (ii) a pro-rated award of 4,189 RSUs to Ms. Stahl on January 1, 2023 under the 2022 Incentive Plan in connection with the commencement of her Board service, and (iii) a pro-rated award of 1,868 RSUs to David Willetts on March 15, 2023 under the 2022 Incentive Plan in connection with the commencement of his Board service. The RSU awards are scheduled to vest on the earlier of: (i) the first anniversary of the date of the grant; or (ii) the date immediately preceding the date of the next annual meeting of stockholders after the grant date, in each case provided the director remains on the Board until such date (the “Vesting Period”). The number of whole RSUs granted to each applicable non-employee director on May 16, 2023 was determined by dividing $160,000 by the fair market value of a share of common stock on the date of grant, $8.75. The number of whole RSUs granted to Ms. Stahl on January 1, 2023 was determined by dividing $54,795 by the closing price of a share of the Company’s common stock on last trading day prior to the date of grant, $13.08. The number of whole RSUs granted to Mr. Willetts on March 15, 2023 was determined by dividing $22,795 by the closing price of a share of the Company’s common stock on the date of grant, $12.20. In addition, Messrs. Campbell, Johnson and Mather elected to defer receipt of their 18,285 RSUs. Their deferred RSUs will convert to an equal number of shares of the Company’s common stock after each of them leaves the Board, and, at that time, each of them will also receive the cash value of reinvested dividends paid on the Company’s common stock since the end of the Vesting Period. As of December 31, 2023, each of the non-employee directors other than Mr. Steele then serving on the Board held 18,285 unvested RSUs, and Mr. Craigie held 40,268 deferred RSUs (which were settled in Company common stock in 2024, along with payment in cash for reinvested dividends). Each of Messrs. Hu and Willetts forfeited his unvested RSUs upon his resignation from the Board described below. |

  168. 2023 Director Compensation

    | (3) Option Awards. The amounts in this column reflect the grant date fair value, calculated in accordance with ASC 718, of the award of 140,000 stock options to Mr. Steele on May 16, 2023 under the 2022 Incentive Plan. The stock option award is scheduled to vest on the earlier of: (i) the first anniversary of the date of the grant; or (ii) the date immediately preceding the date of the next annual meeting of stockholders after the grant date, in each case provided the director remains on the Board until such date. The number of stock options granted to Mr. Steele on May 16, 2023 was determined by dividing $245,000 by one fifth of the fair market value of a share of common stock on date of grant, $1.75. The exercise price per share of Mr. Steele’s stock option award is equal to the closing price of a share of the Company’s common stock on the date of grant, $8.75. As of December 31, 2023, Mr. Steele held 140,000 unvested stock options. |

  169. 2023 Director Compensation

    | (4) Resignations. On March 13, 2023, Mr. Icahn notified the Company of his resignation from the Board, effective immediately. On May 16, 2023, Mr. Craigie retired from the Board upon the completion of his term at the 2023 Annual Meeting of Stockholders. On September 15, 2023, Messrs. Hu and Willetts notified the Company of their resignation from the Board, effective immediately. |

  170. 2023 Director Compensation

    Non-employee directors of the Company are paid an annual cash retainer of $115,000, and the Chairperson of the Board is paid an additional annual retainer of $115,000 (for a total cash retainer of $230,000). Additional annual cash retainers are paid to Committee Chairs as follows: Audit Committee, $25,000; Finance Committee, $20,000; Nominating/Governance Committee, $25,000; and Compensation and Human Capital Committee, $25,000. Annual cash retainers are paid in quarterly installments, and non-employee directors who join or leave mid-year may receive adjustments to their quarterly installments accordingly. Each non-employee director is eligible to participate in the Company’s 2008 Plan and is permitted to defer up to 100% of director fees under the terms of that plan. Pursuant to the 2008 Plan, non-employee directors are eligible to defer quarterly cash retainer fees to a stock fund that tracks the performance of the Company’s common stock. Fees invested in this manner are subject to notional dividend reinvestment. The aggregate value of the fund and dividend reinvestment proceeds are paid out as cash to the non-employee director after the end of his or her service on the Board. This deferral election may be made once per calendar year and is irrevocable for cash fees earned and deferred while the director’s election was in effect. The Company also provides reimbursement, on a quarterly basis, to directors for their purchase of Company products, up to an annual limit of $3,500. Non-employee directors other than the Chairperson receive an annual RSU award valued at $160,000, with the number of RSUs determined by the fair market value of a share of the Company’s common stock on the date of grant. In 2023, the Chairperson received an annual stock option award with the amount determined by dividing $245,000 by the value of an option for one share, which value was deemed to equal twenty percent (20%) of the closing price of a share of the Company’s common stock on the grant date. The exercise price per share of Mr. Steele’s stock option award is equal to the closing price of a share of the Company’s common stock on the date of grant. These awards are typically approved at the regular May Board meeting and effective as of the date of the annual meeting of stockholders, and vest on the earlier of: (i) the first anniversary of the date of the grant; or (ii) the date immediately preceding the date of the next annual meeting of stockholders following the grant date, in each case provided the director remains on the Board until such date. During the Vesting Period, when a cash dividend is paid on the Company’s common stock, a director holding an unvested RSU award is credited with a corresponding dividend equivalent with respect to his or her RSUs, which will be paid in cash at the end of the vesting period, and any such dividend equivalents relating to RSUs that are forfeited shall also be forfeited. If the director’s service on the Board terminates prior to the vesting date of an RSU or option award due to death, disability (as determined by the Compensation and Human Capital Committee) or retirement in accordance with the Company’s retirement policy for directors, the director will become fully vested in his RSU award. Mr. Steele’s option award will remain outstanding for a ten-year term from the date of grant; provided that if his service on the Board terminates, he will be entitled to exercise the vested portion of the stock option for a period of up to five years (not to exceed the remaining term of the award). The 2022 Incentive Plan allows discretionary grants to non-employee directors of stock options, stock awards and stock units. Upon the election of a new non-employee director between annual meetings of stockholders, the Board may grant a partial annual award of RSUs to the new director, with the value of the award specified above to be pro-rated based on the number of days remaining in the one-year period following the date of the most recent annual meeting of stockholders, determined as of the date the new director’s service on the Board commences. In 2023, each of Ms. Stahl and Mr. Willetts received such a partial award upon joining the Board. The 2008 Plan permits non-employee directors of the Company to defer receipt of any common stock of the Company that such non-employee directors may otherwise be entitled to receive at the end of the vesting period for any annual RSU award. Directors who elect to defer annual RSU vesting receive, on the scheduled RSU vesting date, a quantity of phantom stock units that is equal to the quantity of their deferred RSUs. Pursuant to the 2008 Plan, non-employee directors holding phantom stock units converted from annual RSU awards are entitled to exchange their phantom stock units for an equal number of shares of Company common stock after such non-employee director’s separation from the Board. In this case, notional dividend reinvestment applies to the phantom stock units during the deferral period, so that, at the end of the deferral period, the director receives the shares of common stock originally granted as well as the cash value of all dividends paid and reinvested during the deferral period. Other than the timing of when shares of Company common stock may be received by non-employee directors, the deferral election provisions do not otherwise materially alter RSU awards granted to all directors, which continue to be administered and redeemed in accordance with the terms of the RSU awards and the related incentive plan. This deferral election may be made once per calendar year and is irrevocable for RSU awards granted while the director’s election was in effect.

  171. PAY RATIO

    PAY RATIO The Dodd-Frank Act and the compensation disclosure rules of the SEC require the Company to disclose the ratio of the annual total compensation of the CEO (the “CEO Compensation”) to the median of the annual total compensation of the employees of the Company and its consolidated subsidiaries (other than the CEO) (the “Median Annual Compensation”). For 2023, the Median Annual Compensation was $41,315 and the CEO Compensation was $26,003,168; accordingly, the CEO Compensation was approximately 629 times that of the Median Annual Compensation. This calculated “pay ratio” is a reasonable estimate determined in a manner consistent with Item 402(u) of Regulation S-K. The Company refers to the employee who received the Median Annual Compensation as the “median employee.” The Company used the following methodology to make the determinations for identifying the median employee:

  172. PAY RATIO

    | ● | As of December 31, 2023 (the “Determination Date”), the Company’s employee population consisted of 24,655 individuals (other than the CEO) working at the Company and its consolidated subsidiaries, with 11,478, or approximately 47%, of these individuals located in the United States and Canada and 13,177, or approximately 53%, of these individuals located outside the United States and Canada. |

  173. PAY RATIO

    | ● | The pay ratio disclosure rules provide an exemption for companies to exclude non-U.S. employees from the median employee calculation if all employees in a particular jurisdiction (and the total number of employees excluded from all jurisdictions) account for 5% or less of the company’s total number of employees. The Company applied this de minimis exemption when identifying the median employee by excluding 1,127 employees in the following jurisdictions: Argentina (196), Chile (49), Colombia (110), Hungary (127), India (536), South Africa (9), Turkey (29), Uruguay (2), and Venezuela (69). After taking into account the de minimis exemption, 23,528 employees were considered when identifying the median employee. |

  174. PAY RATIO

    | ● | To identify the median employee from the remaining 23,528 employees, the Company conducted an analysis of the compensation of its employee population as of the Determination Date. |

  175. PAY RATIO

    | ● | The Company selected base salary or base wages for the period beginning on January 1, 2023 and ending on December 31, 2023 as our consistently applied compensation measure, as it reasonably reflects the annual compensation of the Company’s employees. |

  176. PAY RATIO

    | ● | The Company then selected the median employee from within that group based on the consistently applied compensation measure. The Company annualized compensation of all permanent employees who were hired in 2023 but did not make a full-time equivalent adjustment for any part-time employee. |

  177. PAY RATIO

    As further discussed above, during 2023, both Mr. Peterson and Mr. Saligram served as our Chief Executive Officer. The CEO Compensation for purposes of this disclosure represents the total compensation reported for Mr. Peterson in the “2023 Summary Compensation Table,” annualized based on Mr. Peterson’s period of service during 2023 and reasonable estimates regarding the composition of Mr. Peterson’s compensation that would have been applicable if he had served as CEO during the entire fiscal year. In order to annualize his compensation, Mr. Peterson’s new higher base salary rate of $1,300,000 and his increased target bonus percentage of 150% under the Bonus Plan were used to re-calculate his compensation for 2023 as if such compensation had been in effect for the full year. Because of the requirement to annualize Mr. Peterson’s compensation for purposes of this disclosure, Mr. Peterson’s annual total compensation is greater than the total compensation as reported for him in the “2023 Summary Compensation Table.” This ratio is a reasonable estimate calculated using a methodology consistent with the SEC rules, as described above. As the SEC rules allow for companies to adopt a wide range of methodologies, to apply country exclusions and to make reasonable estimates and assumptions that reflect their compensation practices to identify the median employee and calculate the CEO pay ratio, the pay ratios reported by other companies may not be comparable to the Company’s pay ratio reported above.

  178. PAY VERSUS PERFORMANCE TABLE

    PAY VERSUS PERFORMANCE TABLE

  179. PAY VERSUS PERFORMANCE TABLE

    | Year (a) | Summary Compensation Table (“SCT”) Total for PEO 1 ( Peterson ) (b-1)($) | SCT Total for PEO 2 (Saligram) (b-2)($) | Compensation Actually Paid (“CAP”) to PEO 1 (Peterson) (c-1)($)(1)(2) | CAP to PEO 2 (Saligram) (c-2) ($)(1)(2) | Average SCT Total for Non- PEO NEOs (d)($) | Average CAP to Non-PEO NEOs (e)($) (1)(2) | Value of Initial Fixed $100 Investment Based on: ($) | | Net Income (h)($M)(4) | Company Selected Measure - Adjusted Operating Cash Flow (i)($M)(5) | | | | | | | | | Total Shareholder Return (f)(3) | Peer Group Total Shareholder Return (g)(3) | | | | 2023 | 25,536,707 | 4,514,209 | 23,276,353 | 2,060,879 | 7,954,497 | 7,409,536 | 54 | 141 | (388) | 979 | | 2022 | — | 10,296,665 | — | (7,272,680) | 3,046,371 | (1,339,606) | 78 | 124 | 197 | (203) | | 2021 | — | 11,438,798 | — | 16,404,598 | 3,798,238 | 4,456,426 | 125 | 162 | 622 | 884 | | 2020 | — | 9,804,500 | — | 11,542,086 | 3,746,444 | 4,184,661 | 117 | 133 | (766) | 1,435 |

  180. PAY VERSUS PERFORMANCE TABLE

    | (1) Mr. Peterson (“ PEO 1 ”) served as our principal executive officer (“ PEO ”) from May 16, 2023 through the end of 2023. Mr. Saligram (“ PEO 2 ”) served as our PEO from January 1, 2023 until May 16, 2023 and for the full year for each of 2022, 2021 and 2020. For 2023, our non-PEO NEOs included Messrs. Erceg, Turner and McDermott and Ms. Malkoski. For 2022, our non-PEO NEOs included Messrs. Peterson, Turner and McDermott and Ms. Malkoski. For 2021, our non-PEO NEOs included Messrs. Peterson and Turner, Michal Geller and Laurel Hurd. For 2020, our non-PEO NEOs included Messrs. Peterson and Turner, Mses. Hurd and Malkoski and David Hammer. |

  181. PAY VERSUS PERFORMANCE TABLE

    | (2) The amounts presented in these columns are inclusive of PRSUs, which reflect management’s estimate of performance against their respective targets at each applicable year-end. The fair value of TRSUs was calculated based on a 100% payout assumption. |

  182. PAY VERSUS PERFORMANCE TABLE

    The fair value of stock options reported for Compensation Actually Paid purposes was estimated using a Black-Scholes option pricing model and used both historical data and current market data to estimate the fair value of options and required several assumptions. The assumptions used in estimating fair value for awards granted during 2020-2023 were as follows:

  183. PAY VERSUS PERFORMANCE TABLE

    | Grant Year | 2023 | 2022 | 2021 | 2020 | | Volatility | 45.1% | 44.5 – 46.0% | 43.8 – 44.1% | 43.9% | | Expected life (in years) | 5.4 years | 4.9 –5.4 years | 4.3 –4.8 years | 4.2 years | | Expected dividend yield | 4.2% | 4.2 – 4.9% | 4.2 –4.8% | 4.8% | | Risk-free rate | 3.8% | 3.4 – 4.0% | 3.9 –4.1% | 4.1% |

  184. PAY VERSUS PERFORMANCE TABLE

    For 2023, the values included in this column for the compensation actually paid to PEO 1, PEO 2, and the average compensation actually paid to our Non-PEO NEOs reflect the following adjustments to the values included in column (b-1), column (b-2) and column (d), respectively:

  185. PAY VERSUS PERFORMANCE TABLE

    | | PEO 1 | PEO 2 | Non-PEO NEOs (Average) | | Summary Compensation Table Total | $25,536,707 | $4,514,209 | $7,954,497 | | - aggregate change in actuarial present value of accumulated pension benefits under all defined benefit and actuarial pension plans reported in the SCT | $0 | $0 | $0 | | + service cost of pension benefits | $0 | $0 | $0 | | + prior service cost of pension benefits | $0 | $0 | $0 | | - SCT Stock Awards column value | $(22,612,298) | $(3,129,877) | $(5,797,156) | | - SCT Option Awards column value | $(0) | $(0) | $(356,159) | | + fair value as of year-end of all equity awards granted in the covered fiscal year that are outstanding and unvested as of the end of the covered fiscal year | $20,919,717 | $1,759,201 | $5,744,523 | | +/- amount equal to the change as of the end of the covered fiscal year (from the end of the prior fiscal year) in fair value of equity awards granted in any prior fiscal year that are outstanding and unvested as of the end of the covered fiscal year | $(795,337) | $(1,508,999) | $(199,615) | | + for awards granted and vesting in the same fiscal year, vesting date fair value | $0 | $0 | $0 | | +/- amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value of any awards granted in prior fiscal years for which all applicable vesting conditions were met at the end of the covered fiscal year | $227,564 | $426,345 | $63,446 | | - for any awards granted in any prior fiscal year that fail to meet the applicable vesting conditions during the covered fiscal year, amount equal to the fair value at the end of prior fiscal year | $0 | $0 | $0 | | + dollar value of dividends or other earnings paid on equity awards in the covered fiscal year prior to the vesting date not otherwise included in total compensation for the covered fiscal year | $0 | $0 | $0 | | + excess fair value for option/SAR award modifications | $0 | $0 | $0 | | Compensation Actually Paid | $23,276,353 | $2,060,879 | $7,409,536 |

  186. PAY VERSUS PERFORMANCE TABLE

    | (3) For each of 2023, 2022, 2021 and 2020, total shareholder return for the Company and the peer group was calculated as the yearly percentage change in cumulative total shareholder return based on a deemed fixed investment of $100 at market close on December 31, 2019. The yearly percentage change in cumulative total shareholder return was measured as the quotient of (a) the sum of (i) the cumulative amount of dividends per share for the period from December 31, 2019 through and including the last day of the covered fiscal year (the “ Measurement Period ”), assuming dividend reinvestment, plus (ii) the difference between stock price per share at the end and the beginning of the Measurement Period, divided by (b) stock price per share at the beginning of the Measurement Period. For purposes of this pay versus performance disclosure, our peer group is the Dow Jones Consumer Goods Index (the “ Peer Group ”). Because fiscal years are presented in the table in reverse chronological order (from top to bottom), the table should be read from bottom to top for purposes of understanding cumulative returns over time. |

  187. PAY VERSUS PERFORMANCE TABLE

    | (4) Net Income . The net income figures reported here represent GAAP net income. |

  188. PAY VERSUS PERFORMANCE TABLE

    | (5) Adjusted Operating Cash Flow . Adjusted operating cash flow is the Company’s publicly reported operating cash flow, excluding the impact of tax payments associated with the sale of a business unit or line of business; expenditures associated with the acquisition, divestiture or integration of business units or lines of business; and other unanticipated extraordinary, non-budgeted cash expenditures as determined by the Committee, which in 2023 included an unplanned indirect tax payment for prior periods by a non-U.S. subsidiary, resulting from a judicial ruling. Adjusted Operating Cash Flow includes disposal proceeds for ordinary course and restructuring related asset sales. |

  189. PAY VERSUS PERFORMANCE TABLE

    Pay versus Performance Relationship Descriptions. The following comparisons provide descriptions of the relationships between certain figures included in the Pay Versus Performance table for each of 2023, 2022, 2021, and 2020, including: (a) a comparison between our cumulative total shareholder return (TSR) and the TSR of the Peer Group; and (b) comparisons between (i) the compensation actually paid to PEO 1 and PEO 2 and the average compensation actually paid to our non-PEO NEOs and (ii) each of the performance measures set forth in columns (f), (h) and (i) of the Pay Versus Performance table. Tabular List. The following table lists the five financial performance measures that we believe represent the most important financial performance measures we use to link compensation actually paid to our NEOs for fiscal 2023 to our performance:

  190. PAY VERSUS PERFORMANCE TABLE

    | Tabular List of Financial Performance Measures | | ➢ Adjusted Operating Cash Flow (See above) | | ➢ Adjusted EPS (1) | | ➢ Adjusted Gross Margin (2) | | ➢ Core Sales Growth (3) | | ➢ Free Cash Flow Productivity (4) |

  191. PAY VERSUS PERFORMANCE TABLE

    | (1) Adjusted Earnings Per Share (“ EPS ”) . Adjusted earnings per share is the Company’s reported earnings per share, excluding the impact of charges which the Company normalizes for public reporting. |

  192. PAY VERSUS PERFORMANCE TABLE

    | (2) Adjusted Gross Margin . Adjusted gross margin for the total Company is the reported gross margin percentage using actual foreign exchange rates, excluding items excluded from the adjusted EPS calculation. Adjusted gross margin for a segment is gross margin percentage using budgeted foreign exchange rates, excluding items excluded from the adjusted EPS calculation. Foreign currency transaction gains or losses are included in the calculation of adjusted gross margin. |

  193. PAY VERSUS PERFORMANCE TABLE

    | (3) Core Sales Growth . Core sales growth is calculated on the same basis as the Company’s publicly reported metric and excludes the impact of divestitures, discontinued operations, acquisitions, retail store openings and closures, foreign currency exchange, and all business/market exits and other items excluded from publicly reported core sales. |

  194. PAY VERSUS PERFORMANCE TABLE

    | (4) Free Cash Flow Productivity . Free Cash Flow Productivity is calculated as free cash flow divided by adjusted net income for the relevant one-year period, expressed as a percentage. “Free cash flow” is the Company’s reported operating cash flow as determined in accordance with GAAP, less capital expenditures, and “adjusted net income” is the Company’s reported net income as determined in accordance with GAAP, in each case excluding the impact of impairment charges; gains, losses and tax payments associated with the divestiture of a business unit or line of business; non-cash discrete tax charges and benefits; and other items significantly affecting the calculation of free cash flow productivity that are not indicative of the Company’s core operating results for the relevant period and affect the comparability of underling results from period to period, as determined by the Committee. |