DEF 14A of Newell Brands Inc., Mar 26, 2026

DEF 14A of Newell Brands Inc.

Filed Mar 26, 2026 · FY20250001193125-26-126289

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. Each of the nominees was elected by the stockholders at the 2025 Annual Meeting. The nominees will hold office from their election until the next annual meeting of stockholders, or until their successors are elected and qualified. Judith A. Sprieser will not stand for re-election, as she has informed the Company of her preference to retire from Board service at the end of her current term, which will result in the number of directors serving on the Board being reduced to eight as of the Annual Meeting. The Board wishes to thank Ms. Sprieser for her distinguished service to the Company. Proxies will be voted, unless otherwise indicated, FOR the election of all of the eight nominees. Each of the nominees 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 of the following eight director nominees.

  3. ELECTION OF DIRECTORS

    | Independent Chairperson of the Board Director since 2018 Age: 65 | 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 - 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 Public Board Service: Tanger Factory Outlet Centers, Inc. and Asbury Automotive Group, Inc. Former Public Board Service: J. Crew Group, 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: 73 • 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 Public Board Service: Herc Holdings Inc. Former Public Board Service: Stanley Black & Decker, Inc., 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: 66 • 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 Public Board Service: Rockwell Automation Former Public Board Service: 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: 66 • 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 Public Board Service: CBRE Group, Inc., Realty Income Corp. and MGP Ingredients, Inc. Former Public Board Service: Brinker International, Inc., National CineMedia Inc., Extended Stay America, Inc., AMC, TXU Corp. (n/k/a Energy Future Holdings Corp.) and Safeco Corp. 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

    | President and CEO, Newell Brands Inc. Director since 2023 Age: 59 | 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 Public Board Service: 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 2025 Age: 61 • Audit Committee • Compensation & Human Capital Committee | Gary H. Pilnick • 2023 - 2025: Chairman and Chief Executive Officer of WK Kellogg Co • 2016 - 2023: Vice Chairman, Corporate Development and Chief Legal Officer of Kellogg Company • 2004 - 2016: Senior Vice President, Corporate Development, General Counsel and Secretary of Kellogg Company • 2000 - 2003: Vice President, Deputy General Counsel and Assistant Secretary of Kellogg Company • 1999 - 2000: Vice President and Chief Counsel of Sara Lee Branded Apparel • 1995 - 1997: Vice President and Chief Counsel, Corporate Development and Finance at Sara Lee Corporation Former Public Board Service: WK Kellogg Co Director Qualifications: Mr. Pilnick brings to the Board an extensive background in public company leadership, people management, marketing, innovation, brand building, mergers and acquisitions, and business development. |

  9. ELECTION OF DIRECTORS

    | Director since 2023 Age: 59 • 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 Public Board Service: Edgewell Personal Care Company, Dollar Tree, Inc. and Carter’s Inc. Former Public Board Service: 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: 58 • 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 Public Board Service: 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. Pay and Performance Alignment

    | • | The Company’s Management Bonus Plan (the “Bonus Plan”) paid out at 80% of target for Messrs. Peterson, Erceg and Turner and Ms. Platt; and at 114% of target for Ms. Malkoski (based in part on Segment performance results). |

  13. Pay and Performance Alignment

    | • | The Performance-Based Restricted Stock Units (“PRSUs”) granted pursuant to the Company’s Long-Term Incentive Plan (“LTIP”) in 2023 were or will be earned at 93.8% of target upon vesting in 2026. |

  14. Compensation Program Objectives

    | • | Market aligned and balanced: Our pay mix is market driven and includes fixed and variable components, with a strong emphasis on long-term equity incentives. |

  15. Compensation Policies and Practices

    | 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 without consideration of their 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 | |

  16. Custom Comparator Group

    Custom Comparator Group With respect to decisions concerning the compensation of the named executive officers in 2025, including setting 2025 LTIP award values, the Committee used the custom comparator group set forth below. The Committee selected this group to reflect, to varying degrees, companies of similar size, global presence, business complexity and brand recognition. This group reflects the following changes from the comparator group used in 2024:

  17. Custom Comparator Group

    | • | the removal of two companies domiciled outside the United States, Electrolux AB and Reckitt Benckiser Group plc, due to limited disclosure of executive compensation data; |

  18. Custom Comparator Group

    | • | the removal of Helen of Troy Limited and Spectrum Brands Holding, Inc. and the replacement of General Mills, Inc. with Conagra Brands, Inc. (both food companies) to improve the size comparability of the comparator group relative to the Company; and |

  19. Custom Comparator Group

    | • | the removal of two building products companies, Masco Corporation and Fortune Brands Innovations, Inc., and the addition of Hanesbrands, Inc., a consumer-branded general merchandise manufacturer, to improve industry comparability. |

  20. Custom Comparator Group

    Custom Comparator Group

  21. Custom Comparator Group

    | Avery Dennison Corporation | Kimberly-Clark Corporation | | Bath and Body Works, Inc. | Mattel, Inc. | | Church & Dwight Co., Inc. | Stanley, Black & Decker, Inc. | | Colgate-Palmolive Company | The Clorox Company | | Conagra Brands, Inc. | VF Corporation | | Hanesbrands, Inc. | Whirlpool Corporation |

  22. Custom Comparator Group

    Compensation Survey Data The Committee periodically compares the Company’s executive compensation program to the compensation practices of companies in both the custom comparator group and across general industry. In 2025, the Company used competitive practice, peer company and general industry information as a reference for decisions regarding:

  23. Custom Comparator Group

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

  24. Custom Comparator Group

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

  25. 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 |

  26. Custom Comparator Group

    | • | adjustments to the amount, types and allocation of long-term incentive awards granted in 2025. |

  27. Consideration of Individual Performance

    Consideration of Individual Performance At the beginning of the year, the CEO discusses with the Committee the CEO’s individual performance objectives and priorities. In addition, as part of the Company’s annual performance evaluation process, the CEO and each other 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 Committee or the CEO evaluates the named executive officer’s overall performance. The evaluation of a named executive officer’s performance relative to these objectives involves judgment based on observations of, and interaction with, the executive throughout the year. No single performance objective determines the 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 Committee takes 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. 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 adjustments, annual incentive targets and equity grant values.

  28. Key Elements of Executive Compensation

    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:

  29. Key Elements of Executive Compensation

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

  30. Key Elements of Executive Compensation

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

  31. Key Elements of Executive Compensation

    In the first quarter of 2025, the Committee adopted annual incentive targets and performance goals for 2025 awards to be made under the Bonus Plan. A cash incentive payout, measured as a percentage of the executive’s earned base salary, is paid based on the extent to which the performance goals are achieved. The independent members of the Board, on recommendation of the Committee, increased the target annual incentive percentage for Mr. Peterson from 150% in 2024 to 175% in 2025, to align Mr. Peterson’s compensation more closely to market data, as well as to reward strong performance in 2024. The Committee also increased the target annual incentive percentage for Mr. Turner from 100% in 2024 to 105% in 2025 and for Mses. Platt and Malkoski from 85% in 2024 to 90% in 2025, in each case based on the Committee’s consideration of market data relative to these officers and evaluation of each individual’s performance in 2024. Below is a description of each set of the Company-wide performance goals used under the Bonus Plan in 2025 for Messrs. Peterson, Erceg and Turner and Ms. Platt (the “Corporate Goals”), their relative weight and the rationale for using each of them.

  32. Corporate Goals

    | (6) Weighted forecast accuracy measures the demand forecasted versus actual demand realized in each month during the Bonus period in the form of orders and expected shipments to customers, on a global basis. Forecast accuracy is equal to 100% minus the applicable error percentage, but shall not be less than zero at the reporting unit level. The error percentage is equal to the percentage obtained by dividing (i) the absolute value of the difference between actual and forecasted demand (60 days prior), by (ii) the average of the forecasted and actual demand for each stock-keeping unit (“SKU”) at its relevant distribution location during such month. Weighted forecast accuracy is the total weighted average based on standard cost volume for the total Company or segment, as applicable. The weighted forecast accuracy calculation for 2025 excluded certain businesses not utilizing the Company’s core ERP system by year end. |

  33. Segment Goals

    The Committee seeks to align the design, metrics and slopes for the Bonus Plan with the Company’s business conditions and strategy and to focus on the key metrics for the business. In 2025, the Committee continued to prioritize cash generation and earnings performance in the Bonus Plan design and accordingly weighted each of adjusted operating cash flow and adjusted EPS at 25% in the Corporate Goals and each of adjusted operating cash flow and adjusted operating income at 25% in the Segment Goals. The Committee also further emphasized improved sales performance in 2025 by increasing the core sales metric from 20% in 2024 to 25% in 2025, while reducing Fuel productivity and weighted forecast accuracy each from 15% in 2024 to 12.5% in 2025 in both the Corporate Goals and the Segment Goals. In setting the 2025 performance targets, the Committee considered actual 2024 performance and factored in various expected business impacts and conditions. For example, the 2025 target for adjusted EPS was in line with the Company’s external guidance and reflected over a ten percent improvement relative to 2024 and over a 20 percent improvement on a constant tax basis. The 2025 Company-wide adjusted operating cash flow target was consistent with external guidance and roughly flat to 2024 actual results. Finally, the Company-wide core sales target for 2025 was in line with external guidance and represented a flat rate of underlying core sales growth relative to 2024, taking into account currency changes and core sales exclusions, thus targeting significant improvement in the Company’s rate of core sales growth. The corporate and segment FUEL productivity targets for 2025 were lower than the prior-year actual performance, as continued operational improvement reduced opportunities for incremental savings year-over-year. Finally, the 2025 corporate and segment WFA targets represented significant improvement versus 2024 performance. Recognizing the prospect of new tariffs from the incoming U.S. presidential administration at the time of setting the 2025 performance targets, the Committee included in the plan design adjustments to targets or performance calculations to reflect any unbudgeted significant impact of tariff changes during the performance period on the Company’s results relative to the Bonus Plan financial metrics. These adjustments are reflected below in the actual 2025 performance results for adjusted operating cash flow, adjusted EPS and adjusted operating income on a net impact basis. The 2025 performance targets and actual performance against these targets for the named executive officers are summarized below. 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. There were no discretionary adjustments to any named executive officer’s annual bonus payout for 2025.

  34. 2025 Bonus Targets and Actual Performance

    2025 Bonus Targets and Actual Performance

  35. 2025 Bonus Targets and Actual Performance

    | Goal Category | Minimum Threshold for Payout(1) | Target Payout at 100% | Performance for Maximum Payout(1) | Actual Performance | Payout (as a % of Target) | | Corporate Goals | | | | | | | Adjusted Operating Cash Flow | >$350 million | $500 million | $600 million | $476 million | 92% | | Adjusted Earnings Per Share | >$.62 | $.75 | $.82 | $.69 | 75% | | Core Sales | >$7.189 billion | $7.567 billion | $7.718 billion | $7.213 billion | 16% | | FUEL Productivity | >$150 million | $200 million | $250 million | $233 million | 166% | | Weighted Forecast Accuracy | >45% | 49% | 53% | 49.2% | 105% | | Final Payout Percentage (Corporate Goals - all Named Executive Officers) | | | | | 80% | | Learning and Development Segment Goals (Ms. Malkoski) | | | | | | | Adjusted Operating Cash Flow | >$400 million | $479 million | $565 million | $542 million | 171% | | Adjusted Operating Income | >$510 million | $552 million | $600 million | $562 million | 120% | | Core Sales | >$2.595 billion | $2.700 billion | $2.775 billion | $2.646 billion | 67% | | FUEL Productivity | >40 million | $57 million | $80 million | $71 million | 168% | | Weighted Forecast Accuracy | >46% | 49% | 55% | 50.5% | 138% | | Final Payout Percentage (Segment Goals - Malkoski) | | | | | 128% |

  36. 2025 Bonus Targets and Actual Performance

    | (1) Maximum payout percentage was 200% for each metric, and minimum payout percentage was 0% for each metric. There are also certain intermediate targets between the threshold and target performance levels and the target and maximum performance levels set forth in the table above. As such, the interpolation between the numbers shown in this table is not linear. |

  37. 2025 Bonus Targets and Actual Performance

    Actual Payouts Under Bonus Plan Actual performance as compared to the targets for the Corporate Performance Goals and Segment Performance Goals is shown in the table above titled “2025 Bonus Targets and Actual Performance.” The table below shows actual bonus payouts for 2025 to the named executive officers and 2025 target payouts as a percentage of their earned base salaries.

  38. 2025 Bonus Targets and Actual Performance

    | Name | 2025 Actual Bonus Payment | Target as % of Earned Base Salary | Actual Earned in 2025 as % of Target | | Christopher H. Peterson | $1,878,333 | 175% | 80% | | Mark J. Erceg | $788,000 | 120% | 80% | | Bradford R. Turner | $626,500 | 105% | 80% | | Tracy L. Platt | $522,000 | 90% | 80% | | Kristine K. Malkoski | $739,575 | 90% | 114% |

  39. 2025 Bonus Targets and Actual Performance

    Additional information appears in the “Estimated Possible Payouts Under Non-Equity Incentive Plan Awards” columns of the “2025 Grants of Plan-Based Awards” table. 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”). The Company began granting long term incentive awards under the Newell Brands Inc. 2022 Incentive Plan adopted by stockholders on May 5, 2022 (as amended, 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 restricted stock units (“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 Committee determines the CEO’s LTIP grant value based upon its evaluation of the CEO’s performance, consultations with a compensation consultant, and other relevant factors. 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. The independent members of the Board, on recommendation of the Committee, increased Mr. Peterson’s target LTIP value from $7,500,000 in 2024 to $9,000,000 in 2025, to align Mr. Peterson’s compensation more closely to market data, as well as to reward Mr. Peterson for strong performance in 2024. The Committee also increased target LTIP award value in 2025 for each of Messrs. Erceg and Turner and Mses. Platt and Malkoski by $318,750, $137,500, $143,500 and $50,000, respectively, compared to 2024, in each case based on the Committee’s consideration of market data and evaluation of each individual’s performance in 2024. 2025 LTIP Awards The annual LTIP target values, PRSU grants and time-based RSU (“TRSU”) grants for each of the named executive officers in 2025 were as follows:

  40. 2025 Bonus Targets and Actual Performance

    | Name | LTIP Award Value At Target ($) | LTIP PRSUs | LTIP TRSUs | | Christopher H. Peterson | $9,000,000 | 637,845 | 637,845 | | Mark J. Erceg | $3,918,750 | 277,728 | 277,728 | | Bradford R. Turner | $1,950,000 | 138,199 | 138,199 | | Tracy L. Platt | $1,788,500 | 126,754 | 126,754 | | Kristine K. Malkoski | $1,450,000 | 102,763 | 102,763 |

  41. 2025 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 2025 was derived based on the closing price of the Company’s common stock on February 14, 2025 ($7.06), the last trading day prior to the grant date of February 17, 2025. For each of the named executive officers, consistent with 2024, 50% of the target value of the 2025 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 2025 LTIP vest ratably in equal installments 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 2025 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 number of shares earned under these PRSUs ranges from 0% to 200% of the target number of shares, depending upon achievement of equally weighted performance goals for annual adjusted EPS performance(1) and free cash flow productivity(2) (referred to herein as the “Performance Factor”). The selection of these metrics and their corresponding targets for the LTIP reflects the Committee’s long-term emphasis on driving earnings growth and cash flow generation. For each metric, the total Performance Factor earned with respect to the three-year performance period between January 1, 2025 and December 31, 2027 will be the average of annual payout percentages over a three-year performance period.

  42. 2025 Bonus Targets and Actual Performance

    | (1) For purposes of the 2025 LTIP, the annual adjusted EPS performance targets for the first year are expressed in terms of adjusted EPS for the full year. The targets for the second and third years are expressed in terms of annual adjusted EPS growth rates. “Adjusted EPS” is the Company’s reported EPS, as determined in accordance with GAAP, excluding the impact of items which the Company normalizes or adjusts for public reporting (“Normalized Adjustments”). Adjusted EPS also excludes any transactional and financing costs and incremental interest expense resulting from refinancing a significant portion of the Company’s long-term debt prior to maturity during the performance period. “Annual adjusted EPS growth rate” is the percentage annual increase in adjusted EPS for each applicable fiscal year of the three-year performance period. |

  43. 2025 Bonus Targets and Actual Performance

    | (2) For the purposes of the 2025 LTIP, “free cash flow productivity” is defined as free cash flow divided by adjusted net income for the relevant period, expressed as a percentage. “Free cash flow” is the |

  44. 2025 Bonus Targets and Actual Performance

    | Company’s reported operating cash flow as determined in accordance with GAAP, less capital expenditures, excluding the impact of 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 and cash expenditures associated with the acquisition, integration or divestiture of business units or lines of business. “Adjusted net income” is the Company’s reported net income, as determined in accordance with GAAP, excluding the impact of Normalized Adjustments, less tax-effected restructuring and restructuring-related cash expenditures. The calculation of free cash flow and adjusted net income excludes the impact of 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. In the event that adjusted net income is less than or equal to $1, it shall be deemed to be $1 for purposes of calculating free cash flow productivity. |

  45. 2025 Bonus Targets and Actual Performance

    | (3) The 2025 LTIP also provides for fair and appropriate adjustments to targets or actual performance calculations, as determined by the Committee, to reflect the impact of acquisitions and divestitures; changes in tax laws or accounting standards enacted during the performance period; significant unbudgeted impacts of tariff changes and translational foreign exchange on adjusted EPS during the first year of the performance period; and force majeure events. |

  46. 2025 Bonus Targets and Actual Performance

    The targets set by the Committee for the 2025 LTIP PRSUs with respect to free cash flow productivity and annual adjusted EPS performance period are summarized below:

  47. 2025 Bonus Targets and Actual Performance

    | Performance Goal | Total Weight | Year | Minimum Threshold for Payout | Target for Perform- ance Factor at 100% | Performance for Maximum Performance Factor (200%) | | Free Cash Flow Productivity | 16.67% | 2025 | >60% | 90% | 120% | | | 16.67% | 2026 | >60% | 90% | 120% | | | 16.67% | 2027 | >60% | 90% | 120% | | Annual Adjusted EPS Performance | 16.67% | 2025 | >$.62 | $.75 | $.82 | | | 16.67% | 2026 | >0% growth | 8% growth | 15% growth | | | 16.67% | 2027 | >0% growth | 8% growth | 15% growth |

  48. 2025 Bonus Targets and Actual Performance

    2023-2025 LTIP Awards For PRSUs granted pursuant to the LTIP in 2023, the performance metrics were based 50% on the Company’s annual adjusted EPS performance and 50% on free cash flow productivity over a three-year performance period between January 1, 2023 and December 31, 2025, as modified by the Company’s relative TSR performance during the period, as described below. The potential shares earned for each of annual adjusted EPS performance(1) and free cash flow productivity(2) ranged from 0% to 200% of target depending on the Company’s performance. For each metric, the total Performance Factor earned with respect 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.

  49. 2025 Bonus Targets and Actual Performance

    | (1) For purposes of the 2023 LTIP, the annual adjusted EPS performance targets for the first year are expressed in terms of adjusted EPS for the full year. The targets for the second and third years are |

  50. 2025 Bonus Targets and Actual Performance

    | expressed in terms of annual adjusted EPS growth rates. “Adjusted EPS” is the Company’s reported EPS, as determined in accordance with GAAP, excluding Normalized Adjustments. |

  51. 2025 Bonus Targets and Actual Performance

    | (2) For the purposes of the 2023 LTIP, “free cash flow productivity” is defined as free cash flow divided by adjusted net income for the relevant 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, which for the 2023 LTIP consisted of hyperinflationary currency movements, costs related to the refinancing of pending bond maturities in 2024 and 2025, certain divestiture related costs and certain unusual non-cash inventory charges recorded in 2023. |

  52. 2025 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 Performance Factor 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 “2023 TSR Comparator Group”) for the three-year performance period. If the Company’s ranking finished in the bottom quartile of the TSR Comparator Group (including the Company) at the end of the performance period, the Performance Factor would be multiplied by 90% to determine the total Performance Factor for the award. If the Company’s ranking finished in the top quartile of the TSR Comparator Group (including the Company) at the end of the performance period, the Performance Factor would be multiplied by 110%. For a ranking in the second or third quartile, no TSR-related adjustment would be made. The total maximum Performance Factor for the award was limited to 200% of the target. The 2023 TSR Comparator Group was as follows:

  53. 2025 Bonus Targets and Actual Performance

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

  54. 2025 Bonus Targets and Actual Performance

    The Company’s performance against the 2023 LTIP PRSU metrics set by the Committee in February 2023, as calculated for the performance period beginning in January 2023 and ending December 31, 2025, is summarized below.

  55. 2023 LTIP Targets and Actual Performance

    2023 LTIP Targets and Actual Performance

  56. 2023 LTIP Targets and Actual Performance

    | Performance Goals | Weight | Year | Minimum Threshold for Payout | Target for Performance Factor at 100% | Performance for Maximum Performance Factor (200%) | Actual Performance | Performance Factor % | | Free Cash Flow Productivity | 16.67% | 2023 | >100% | 125% | 175% | 544% | 200% | | | 16.67% | 2024 | >60% | 90% | 120% | 339% | 200% | | | 16.67% | 2025 | >60% | 90% | 120% | 156% | 200% | | | Free Cash Flow Productivity Total | | | | | | 200% | | Annual Adjusted EPS | 16.67% | 2023 | $.87 | $1.10 | $1.27 | $.67 | 0% | | | 16.67% | 2024 | >0% growth | 8% growth | 15% growth | 2% growth | 25% | | | 16.67% | 2025 | >0% growth | 8% growth | 15% growth | (17)% growth | 0% | | | Annual Adjusted EPS Total | | | | | | 8.3% | | | Performance Factor Excluding TSR Modifier | | | | | | 104.2% | | | TSR Modifier | | | | | | 90% | | | Performance Factor Including TSR Modifier | | | | | | 93.8% |

  57. 2023 LTIP Targets and Actual Performance

    The Performance Factor earned for the Company’s free cash flow productivity and annual adjusted EPS performance under the PRSUs granted the 2023 LTIP, as shown above, was 104.2%. The Company’s relative TSR for the three-year performance period placed it 14th of fifteen TSR comparators, including the Company, resulting in a 10% reduction to the total Performance Factor. As a result, the 2023 LTIP PRSU awards granted to Messrs. Peterson, Erceg and Turner and to Ms. Malkoski (of 341,598, 120,805, 69,211 and 57,406 PRSUs at target, respectively) were earned or will be earned at 93.8% upon vesting in 2026. 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.

  58. Prior Year Special Awards

    | Performance Goals | Weight | Year | Minimum Threshold for Payout | Target for Performance Factor at 100% | Performance for Maximum Performance Factor (200%) | Actual Performance | Actual Earned as % of Target | | Gross Margin Improvement | 50% | 2025 vs 2023 | >0 basis points | 200 basis points | 300 basis points | 470 basis points | 200% | | Free Cash Flow Productivity | 50% | 2024- 2025 | >60% | 90% | 120% | 277% | 200% |

  59. Prior Year Special Awards

    Based on the Company’s gross margin improvement and free cash flow productivity during the performance period as shown above, the PRSUs granted under the SIP to Messrs. Peterson and Erceg were earned at the 200% level upon their vesting in February 2026, although the actual value of the shares earned on the vesting date was approximately 105% of the award’s grant date value.

  60. Grant Policies and Practices

    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.

  61. Termination Benefits

    Termination Benefits Each of the named executive officers is entitled to severance benefits following certain terminations of employment pursuant to the Newell Brands Executive Severance Plan (the “

  62. Severance Plan

    Severance Plan ”), their employment terms, the 2013 Incentive Plan and 2022 Incentive Plan and/or the terms of their RSU agreements and stock option agreements. All of the named executive officers participate in the Severance Plan, which provides 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 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). 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. For additional information about the Severance Plan, see the description under the caption titled “ Potential Payments Upon Termination or Change in Control of the Company ” below. 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 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.

  63. 2025 Summary Compensation Table

    2025 Summary Compensation Table

  64. 2025 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | Change In Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($)(4) | Total ($) | | Christopher H. Peterson, President and Chief Executive Officer | 2025 | 1,341,667 | - | 8,999,993 | - | 1,878,333 | - | 277,919 | 12,497,912 | | | 2024 | 1,300,000 | - | 7,499,987 | - | 3,276,000 | - | 316,073 | 12,392,060 | | | 2023 | 1,150,000 | - | 22,612,298 | - | 1,575,038 | - | 199,371 | 25,536,707 | | Mark J. Erceg, | 2025 | 820,833 | - | 3,918,742 | - | 788,000 | - | 123,041 | 5,650,616 | | Chief Financial Officer | 2024 | 800,000 | - | 3,599,991 | - | 1,612,800 | - | 173,147 | 6,185,938 | | | 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 | 2025 | 745,833 | - | 1,949,988 | - | 626,500 | - | 108,903 | 3,431,224 | | | 2024 | 725,000 | - | 1,812,498 | - | 1,218,000 | - | 140,716 | 3,896,214 | | | 2023 | 720,833 | 543,750 | 5,174,877 | - | 699,208 | - | 112,285 | 7,250,953 | | Tracy L. Platt, Chief Human Resources Officer | 2025 | 725,000 | - | 1,788,499 | - | 522,000 | - | 98,390 | 3,133,889 | | | 2024 | 700,000 | - | 1,644,985 | - | 999,600 | - | 275,387 | 3,619,972 | | Kristine K. Malkoski, President, Learning and Development | 2025 | 720,833 | - | 1,449,986 | - | 739,575 | - | 88,940 | 2,999,334 | | | 2024 | 700,000 | - | 1,399,990 | - | 1,023,400 | - | 44,836 | 3,168,226 | | | 2023 | 687,500 | 327,188 | 3,579,698 | - | 514,250 | - | 43,936 | 5,152,572 |

  65. 2025 Summary Compensation Table

    | (1) Salary. This column shows the salaries earned in the years indicated by 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. Effective March 2025, Mr. Peterson’s base salary rate increased from $1,300,000 to $1,350,000, Mr. Erceg’s base salary rate increased from $800,000 to $825,000, Mr. Turner’s base salary rate increased from $725,000 to $750,000, Ms. Platt’s base salary rate increased from $700,000 to $730,000 and Ms. Malkoski’s base salary rate increased from $700,000 to $725,000, in each case based on the Committee’s consideration of market data and evaluation of each individual’s performance in 2024. |

  66. 2025 Summary Compensation Table

    | (2) 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, 2025 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 for 2025 is based on the probable outcome of the performance conditions. Assuming maximum performance with respect to the applicable performance objectives, for 2025 the value of the LTIP PRSUs at the grant date |

  67. 2025 Summary Compensation Table

    | would have been as follows: Mr. Peterson, $9,000,000; Mr. Erceg, $3,918,750; Mr. Turner, $1,950,000; Ms. Platt, $1,788,500; and Ms. Malkoski, $1,450,000. |

  68. 2025 Summary Compensation Table

    | (3) Non-Equity Incentive Plan Compensation. This column shows the cash incentive payouts earned by each of the named executive officers in 2025 under the Bonus Plan. The Company pays all of these amounts, if any, in the month of February or March following the year in which they are earned. Incentive payouts for 2025 under the Bonus Plan were earned at 80% of target for Messrs. Peterson, Erceg and Turner and Ms. Platt, and 114% of target for Ms. Malkoski. |

  69. 2025 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 “2025 Grants of Plan-Based Awards” table. |

  70. 2025 Summary Compensation Table

    | (4) All Other Compensation. This column reflects the following amounts for each named executive officer in 2025: |

  71. 2025 Summary Compensation Table

    | Name | Other Benefits ($)(1) | 401(k) Plan ($)(2) | Supplemental ESP ($)(3) | Insurance Premiums ($)(4) | Total ($) | | Christopher H. Peterson | 82,489 | 21,000 | 172,200 | 2,230 | 277,919 | | Mark J. Erceg | 24,474 | 21,000 | 75,530 | 2,037 | 123,041 | | Bradford R. Turner | 24,609 | 21,000 | 61,340 | 1,954 | 108,903 | | Tracy L. Platt | 21,638 | 21,000 | 53,820 | 1,932 | 98,390 | | Kristine K. Malkoski | 21,638 | 21,000 | 44,375 | 1,927 | 88,940 |

  72. 2025 Summary Compensation Table

    | (1) Other Benefits. The amounts in this column include (i) cash stipends under our Flexible Benefits Perquisites Program of $36,000 for Mr. Peterson, $21,638 for Mr. Erceg, $21,638 for Mr. Turner, $21,638 for Ms. Platt, and $21,638 for Ms. Malkoski; (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, Erceg and Turner; and (iii) for Mr. Peterson, $43,403 in incremental costs associated with his personal use of the Company’s aircraft. |

  73. 2025 Summary Compensation Table

    | (2) 401(k) Plan. This column shows the amount of all employer matching contributions made for 2025 under the 401(k) Plan on behalf of each named executive officer. |

  74. 2025 Summary Compensation Table

    | (3) Supplemental ESP. This column shows the employer matching contributions for 2025 (exclusive of employee deferrals) which were credited to each named executive officer’s Supplemental ESP account for 2025, as described below under “Deferred Compensation Plans - Supplemental ESP.” |

  75. 2025 Summary Compensation Table

    | (4) Insurance Premiums. This column shows all amounts paid by the Company on behalf of each named executive officer in 2025 for (i) life insurance premiums: $1,104 for Mr. Peterson, $911 for Mr. Erceg, $828 for Mr. Turner, $806 for Ms. Platt, and $800 for Ms. Malkoski and (ii) long-term disability insurance premiums: $1,126 for each of Messrs. Peterson, Erceg and Turner and Mses. Platt and Malkoski. |

  76. 2025 Grants of Plan-Based Awards

    2025 Grants of Plan-Based Awards

  77. 2025 Grants of Plan-Based Awards

    | | | 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 Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/sh) | Grant Date Fair Value of Stock and Option Awards ($)(7) | | Name | Grant Date | Threshold ($)(4) | Target ($) (5) | Maximum ($)(6) | Threshold(#) | Target (#) | Maximum (#) | | | | | | Christopher H. Peterson | - | - | 2,347,917 | 4,695,833 | - | - | - | - | - | - | - | | (2) | 2/17/2025 | - | - | - | - | 637,845 | 1,275,690 | - | - | - | 4,499,996 | | (3) | 2/17/2025 | - | - | - | - | - | - | 637,845 | - | - | 4,499,996 | | Mark J. Erceg | - | - | 985,000 | 1,970,000 | - | - | - | - | - | - | - | | (2) | 2/17/2025 | - | - | - | - | 277,728 | 555,456 | - | - | - | 1,959,371 | | (3) | 2/17/2025 | - | - | - | - | - | - | 277,728 | - | - | 1,959,371 | | Bradford R. Turner | - | - | 783,125 | 1,566,250 | - | - | - | - | - | - | - | | (2) | 2/17/2025 | - | - | - | - | 138,199 | 276,398 | - | - | - | 974,994 | | (3) | 2/17/2025 | - | - | - | - | - | - | 138,199 | - | - | 974,994 | | Tracy L. Platt | - | - | 652,500 | 1,305,000 | - | - | - | - | - | - | - | | (2) | 2/17/2025 | - | - | - | - | 126,754 | 253,508 | - | - | - | 894,249 | | (3) | 2/17/2025 | - | - | - | - | - | - | 126,754 | - | - | 894,249 | | Kristine K. Malkoski | - | - | 648,750 | 1,297,500 | - | - | - | - | - | - | - | | (2) | 2/17/2025 | - | - | - | - | 102,763 | 205,526 | - | - | - | 724,993 | | (3) | 2/17/2025 | - | - | - | - | - | - | 102,763 | - | - | 724,993 |

  78. 2025 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 2025. Bonuses under the Bonus Plan were earned at 80% of target for Messrs. Peterson, Erceg and Turner and Ms. Platt, and 114% of target for Ms. Malkoski. Target and maximum amounts are based on base salary actually earned in 2025. |

  79. 2025 Grants of Plan-Based Awards

    | (2) Estimated Future Payouts Under Equity Incentive Plan Awards. This row includes the number of PRSUs granted in 2025 to the named executive officers under the LTIP. 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, 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. Earned amounts for PRSUs granted under the LTIP will range from 0% to 200% of the target. |

  80. 2025 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 2025 to the named executive officers under the LTIP. The awards shown in the table will vest ratably on each of the first three anniversaries of the grant date. |

  81. 2025 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 met, 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 2025 performance, see the caption titled “Compensation Discussion and Analysis - Key Elements of Executive Compensation - Annual Incentive Compensation.” |

  82. 2025 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, 175% of full year salary earned; (ii) for Mr. Erceg, 120% of full year salary earned; (iii) for Mr. Turner, 105% of full year salary earned; (iv) for Ms. Platt, 90% of full year salary earned; and (v) for Ms. Malkoski, 90% of full year salary earned. |

  83. 2025 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. |

  84. 2025 Grants of Plan-Based Awards

    | (7) Grant Date Fair Value of Stock and Option Awards. This column shows the grant date fair value of awards of PRSUs and TRSUs 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. |

  85. Outstanding Equity Awards at 2025 Fiscal Year-End

    Outstanding Equity Awards at 2025 Fiscal Year-End

  86. Outstanding Equity Awards at 2025 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) | - | - | - | - | 637,845 | 2,372,783 | 637,845 | 2,372,783 | | | - | - | - | - | 325,945 | 1,212,515 | 488,917 | 1,818,771 | | | - | - | - | - | - | - | 1,724,137 | 6,413,790 | | | - | - | - | - | 72,619 | 270,143 | 217,857 | 810,428 | | | - | - | - | - | 41,247 | 153,439 | 123,741 | 460,317 | | | 33,200 | - | 22.59 | 5/5/2032 | - | - | - | - | | | 184,889 | - | 25.86 | 2/18/2032 | - | - | - | - | | | 227,046 | - | 23.79 | 2/16/2031 | - | - | - | - | | | 172,063 | - | 20.02 | 2/18/2030 | - | - | - | - | | Mark J. Erceg(5) | - | - | - | - | 277,728 | 1,033,148 | 277,728 | 1,033,148 | | | - | - | - | - | 156,454 | 582,009 | 234,680 | 873,010 | | | - | - | - | - | - | - | 827,586 | 3,078,620 | | | - | - | - | - | 40,269 | 149,801 | 120,805 | 449,395 | | | - | 344,115 | 14.53 | 1/9/2033 | - | - | - | - | | Bradford R. Turner(6) | - | - | - | - | 138,199 | 514,100 | 138,199 | 514,100 | | | - | - | - | - | 78,770 | 293,024 | 118,155 | 439,537 | | | - | - | - | - | 125,000 | 465,000 | - | - | | | - | - | - | - | 23,071 | 85,824 | 69,211 | 257,465 | | | 104,408 | - | 25.86 | 2/18/2032 | - | - | - | - | | | 126,892 | - | 23.79 | 2/16/2031 | - | - | - | - | | | 96,163 | - | 20.02 | 2/18/2030 | - | - | - | - | | Tracy L. Platt(7) | - | - | - | - | 126,754 | 471,525 | 126,754 | 471,525 | | | - | - | - | - | 71,490 | 265,943 | 107,235 | 398,914 | | | - | - | - | - | 133,090 | 495,095 | - | - | | Kristine K. Malkoski(8) | - | - | - | - | 102,763 | 382,278 | 102,763 | 382,278 | | | - | - | - | - | 60,843 | 226,336 | 91,264 | 339,502 | | | - | - | - | - | 75,216 | 279,804 | - | - | | | - | - | - | - | 19,016 | 70,740 | 57,046 | 212,211 | | | 49,376 | - | 25.86 | 2/18/2032 | - | - | - | - | | | 64,037 | - | 23.79 | 2/16/2031 | - | - | - | - | | | 41,212 | - | 20.02 | 2/18/2030 | - | - | - | - |

  87. Outstanding Equity Awards at 2025 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, 2025 and PRSU awards for which performance conditions were certified as of December 31, 2025. |

  88. Outstanding Equity Awards at 2025 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, and PRSU awards for which performance conditions were certified as of December 31, 2025, using $3.72 (the closing market price of the Company’s common stock on December 31, 2025). |

  89. Outstanding Equity Awards at 2025 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 (except those described above in footnote 2) using $3.72 (the closing market price of the Company’s common stock on December 31, 2025). The value provided assumes the PRSU awards are earned 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 upon settlement will depend on |

  90. Outstanding Equity Awards at 2025 Fiscal Year-End

    | the extent to which the performance goals are attained or exceeded. Based on the Company’s performance through the applicable performance period ending December 31, 2025, 93.8% of the PRSUs granted pursuant to the 2023 LTIP were or will be earned upon vesting of the awards in 2026. Based on the Company’s performance in 2024 and 2025, 200% of the PRSUs granted pursuant to the SIP to Messrs. Peterson and Erceg were earned upon vesting of the awards in February 2026. |

  91. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (4) Vesting Dates-Peterson. Mr. Peterson was granted 33,200 stock options on May 5, 2022; 184,889 stock options on February 18, 2022; 227,046 stock options on February 16, 2021; and 172,063 stock options on February 18, 2020. The exercise price per share of all stock options granted was equal to the closing price of a share of the Company’s common stock on their respective date of grant. All option awards are fully vested as of December 31, 2025. The vesting dates of his TRSU awards are as follows: February 16, 2026 (162,972 TRSUs); February 17, 2026 (212,615 TRSUs and 41,247 TRSUs); February 16, 2027 (162,973 TRSUs); May 16, 2026 (72,619); February 17, 2027 (212,615 TRSUs); and February 17, 2028 (212,615 TRSUs). The vesting dates of his PRSU awards are as follows: February 17, 2026 (123,741 PRSUs); February 27, 2026 (1,724,137 PRSUs); May 16, 2026 (217,857 PRSUs); February 16, 2027 (488,917 PRSUs); and February 17, 2028 (637,845 PRSUs). |

  92. Outstanding Equity Awards at 2025 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 dates of his TRSU awards are as follows: February 16, 2026 (78,227 TRSUs); February 17, 2026 (40,269 TRSUs and 92,576 TRSUs); February 16, 2027 (78,227 TRSUs); February 17, 2027 (92,576 TRSUs); and February 17, 2028 (92,576 TRSUs). The vesting dates of his PRSU awards are as follows: February 17, 2026 (120,805 PRSUs); February 27, 2026 (827,586 PRSUs); February 16, 2027 (234,680 PRSUs); and February 17, 2028 (277,728 PRSU). |

  93. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (6) Vesting Dates-Turner. Mr. Turner was granted 104,408 stock options on February 18, 2022; 126,892 stock options on February 16, 2021; and 96,163 stock options on February 18, 2020. The exercise price per share of all stock options granted was equal to the closing price of a share of the Company’s common stock on their respective date of grant. All option awards are fully vested as of December 31, 2025. The vesting dates of his TRSU awards are as follows: February 16, 2026 (39,385 TRSUs); February 17, 2026 (23,071 TRSUs and 46,066 TRSUs); July 5, 2026 (125,000 PRSUs which remain subject to continued employment but for which the performance conditions were satisfied as of December 31, 2025); February 16, 2027 (39,385 TRSUs); February 17, 2027 (46,066 TRSUs); and February 17, 2028 (46,067 TRSUs). The vesting dates of his PRSU awards are as follows: February 17, 2026 (69,211 PRSUs); February 16, 2027 (118,155 PRSUs); and February 17, 2028 (138,199 PRSUs). |

  94. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (7) Vesting Dates-Platt. The vesting dates of Ms. Platt’s TRSU awards are as follows: February 16, 2026 (35,745 TRSUs); February 17, 2026 (42,251 TRSUs); December 04, 2026 (33,273 TRSUs and 99,817 PRSUs which remain subject to continued employment but for which the performance conditions were satisfied as of December 31, 2025); February 16, 2027 (35,745 TRSUs); February 17, 2027 (42,251 TRSUs); and February 17, 2028 (42,252 TRSUs). The vesting dates of her PRSU awards are as follows: February 16, 2027 (107,235 PRSUs); and February 17, 2028 (126,754 PRSUs). |

  95. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (8) Vesting Dates-Malkoski. Ms. Malkoski was granted 49,376 stock options on February 18, 2022; 64,037 stock options on February 16, 2021; and 41,212 stock options on February 18, 2020. The exercise price per share of all stock options granted was equal to the closing price of a share of the Company’s common stock on their respective date of grant. All option awards are fully vested as of December 31, 2025. The vesting dates of her TRSU awards are as follows: February 16, 2026 (30,421 TRSUs); February 17, 2026 (19,016 TRSUs and 34,254 TRSUs); July 5, 2025 (75,216 PRSUs which have not yet been settled but for which the performance conditions were satisfied as of December 31, 2025); February 16, 2027 (30,422 TRSUs); February 17, 2027 (34,254 TRSUs); and February 17, 2028 (34,255 TRSUs). The vesting dates of her PRSU awards are as follows: February 17, 2026 (57,046 PRSUs); February 16, 2027 (91,264 PRSUs); and February 17, 2028 (102,763 PRSUs). |

  96. 2025 Option Exercises and Stock Vested

    2025 Option Exercises and Stock Vested

  97. 2025 Option Exercises and Stock Vested

    | Name | Number Of Shares Acquired on Vesting (#) | Value Realized On Vesting ($)(1) | | Christopher H. Peterson | 305,915 | 2,224,117 | | Mark J. Erceg | 118,494 | 886,871 | | Bradford R. Turner | 368,042 | 2,453,388 | | Tracy L. Platt | 69,017 | 403,596 | | Kristine K. Malkoski | 231,521 | 1,550,214 |

  98. 2025 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, $162,975; Mr. Erceg, $50,896; Mr. Turner, $213,801; Ms. Platt, $28,641; and Ms. Malkoski, $131,286. There were no option exercises by the named executive officers in 2025. |

  99. 2025 Nonqualified Deferred Compensation

    2025 Nonqualified Deferred Compensation

  100. 2025 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 | 268,333 | 172,200 | 462,594 | - | 3,532,811 | | Mark J. Erceg | Supplemental ESP | 96,530 | 75,530 | 88,530 | - | 723,421 | | Bradford R. Turner | 2008 Plan | - | - | 41,171 | - | 387,038 | | | Supplemental ESP | 52,507 | 61,340 | 106,833 | (82,179) | 974,390 | | Tracy L. Platt | Supplemental ESP | 74,820 | 53,820 | 29,802 | - | 335,980 | | Kristine K. Malkoski | Supplemental ESP | 125,728 | 44,375 | - | - | 170,102 |

  101. 2025 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 “2025 Summary Compensation Table.” |

  102. 2025 Nonqualified Deferred Compensation

    | (2) Company Contributions in Last FY. For 2025, 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 “2025 Summary Compensation Table.” Company contributions were credited in March 2026 for contributions granted under the Supplemental ESP in 2025. 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. |

  103. 2025 Nonqualified Deferred Compensation

    | (3) Aggregate Earnings (Loss) in Last FY. The investment earnings/loss for 2025 reported in this column for each named executive officer is not included in the “2025 Summary Compensation Table.” |

  104. 2025 Nonqualified Deferred Compensation

    | (4) Aggregate Withdrawals/Distributions. Mr. Turner received a distribution of $82,179 from the Supplemental ESP in 2025. |

  105. 2025 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, $2,041,469; Mr. Erceg, $429,892; Mr. Turner, $927,966; Ms. Platt, $176,252; and Ms. Malkoski, $0. The |

  106. 2025 Nonqualified Deferred Compensation

    | Aggregate Balance at Last FYE column in this table includes 2025 accrued contributions that were credited in 2026. |

  107. 2025 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. |

  108. 2025 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 or her 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 employee deferrals except for a small number of grandfathered participants, none of whom are named executive officers. Cash Account-Basic Contribution. Mr. Turner had funds credited 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 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, for any elections prior to November 14, 2025 up to 100% of any annual incentive bonus on a pre-tax basis, and for any elections on or after November 14, 2025 up to 75% 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 officer, 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.

  109. 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 were eligible for benefits under these circumstances as of December 31, 2025.

  110. 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, if the named executive’s officer’s employment were terminated on December 31, 2025 on account of death or disability or due to a qualifying termination. 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, 2025. A qualifying termination consists of involuntary termination without “Good Cause” or voluntary termination by the executive for “Good Reason,” as defined by the Severance Plan or other 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 excludes the value of the amounts payable under deferred compensation plans that are disclosed in the “2025 Nonqualified Deferred Compensation” table on page 59.

  111. Potential Payments upon Termination or Change in Control

    | Name | Benefit | Death or Disability ($) | Qualifying Termination - No Change in Control ($) | Qualifying Termination within 24 Months of Change in Control ($) | | Christopher H. | Severance Payment(1)(2) | - | 7,425,000 | 7,425,000 | | Peterson | Pro rata Bonus Payment(3)(4) | 1,878,333 | 1,878,333 | 2,362,500 | | | Value of Unvested RSUs/Options(5)(6) | 15,884,969 | 15,884,969 | 15,884,969 | | | Health & Welfare Benefits(7)(8) | - | 25,743 | 25,743 | | | Outplacement(9) | - | 30,000 | 30,000 | | | Total Estimated Value(10) | 17,763,302 | 25,244,045 | 25,728,212 | | Mark J. Erceg | Severance Payment(1)(2) | - | 1,815,000 | 3,630,000 | | | Pro rata Bonus Payment(3)(4) | 788,000 | 788,000 | 990,000 | | | Value of Unvested RSUs/Options(5)(6) | 7,199,130 | 5,321,133 | 7,199,130 | | | Health & Welfare Benefits(7)(8) | - | 14,713 | 29,427 | | | Outplacement(9) | - | 30,000 | 30,000 | | | Total Estimated Value(10) | 7,987,130 | 7,968,846 | 11,878,557 | | Bradford R. | Severance Payment(1)(2) | - | 1,537,500 | 3,075,000 | | Turner | Pro rata Bonus Payment(3)(4) | 626,500 | 626,500 | 787,500 | | | Value of Unvested RSUs/Options(5)(6) | 2,569,051 | 1,641,651 | 2,569,051 | | | Health & Welfare Benefits(7)(8) | - | 16,194 | 32,388 | | | Outplacement(9) | - | 30,000 | 30,000 | | | Total Estimated Value(10) | 3,195,551 | 3,851,845 | 6,493,939 | | Tracy L. Platt | Severance Payment(1)(2) | - | 1,387,000 | 2,774,000 | | | Pro rata Bonus Payment(3)(4) | 522,000 | 522,000 | 657,000 | | | Value of Unvested RSUs/Options(5)(6) | 2,103,002 | 1,340,097 | 2,103,002 | | | Health & Welfare Benefits(7)(8) | - | 16,798 | 33,596 | | | Outplacement(9) | - | 30,000 | 30,000 | | | Total Estimated Value(10) | 2,625,002 | 3,295,895 | 5,597,598 | | Kristine K. | Severance Payment(1)(2) | - | 1,377,500 | 2,755,000 | | Malkoski | Pro rata Bonus Payment(3)(4) | 739,575 | 739,575 | 652,500 | | | Value of Unvested RSUs/Options(5)(6) | 1,893,149 | 1,390,536 | 1,893,149 | | | Health & Welfare Benefits(7)(8) | - | 11,401 | 22,803 | | | Outplacement(9) | - | 30,000 | 30,000 | | | Total Estimated Value(10) | 2,632,724 | 3,549,012 | 5,353,452 |

  112. 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 bonus award, and each of Messrs. Erceg and Turner and Mses. Platt and Malkoski would receive a cash severance payment equal to the sum of base salary and target annual cash bonus award. |

  113. Potential Payments upon Termination or Change in Control

    | (2) Severance Payment-Qualifying Termination Following Change in Control. Under the Severance Plan, each of the named executive officers would receive a cash severance payment equal to two times the sum of their base salary and target annual cash bonus. |

  114. Potential Payments upon Termination or Change in Control

    | (3) Pro rata Bonus-Death, Disability or Qualifying Termination. All named executive officers 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. Because she was retirement eligible as of December 31, 2025, Ms. Malkoski would also be entitled to such a bonus in the event of her retirement under the terms of the Bonus Plan. The Bonus Plan for 2025 paid out at 80% for Messrs. Peterson, Erceg and Turner and Ms. Platt, and 114% for Ms. Malkoski. |

  115. 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 a Change in Control, paid on the basis of target performance. A pro-rated annual cash bonus would also be payable on the basis of target performance to the named executive officers upon a change in control (regardless of whether they experienced an employment termination) for the year of the change in control under the terms of the Bonus Plan. |

  116. 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 a qualifying termination, assuming in Mr. Peterson’s case an involuntary termination without Good Cause. The value of the RSUs and stock options is based on the closing market price of the Company’s common stock on December 31, 2025 of $3.72 and assumes performance at the target (100%) payout level for all PRSUs for which performance conditions were not certified as of December 31, 2025. In the event he were terminated other than for Good Cause, Mr. Peterson would be entitled to full vesting of all outstanding RSU awards. In the event he resigned for Good Reason, Mr. Peterson would be entitled to pro-rata vesting of all outstanding RSU awards. In the event he or she were terminated other than for Good Cause or resigned for Good Reason, (i) Ms. Platt would be entitled to full vesting of all outstanding RSUs provided as part of her Employment Transition Award and pro-rata vesting of all her other outstanding RSU awards, and (ii) Messrs. Erceg and Turner 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 December 31, 2025 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 2023 and 2024. 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. |

  117. 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, 2025, with PRSUs for which performance conditions were not certified as of December 31, 2025 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 31, 2025 of $3.72. |

  118. 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). |

  119. 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. |

  120. 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. |

  121. 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. |

  122. 2025 Director Compensation

    2025 Director Compensation This table discloses all compensation provided to each non-employee director of the Company in 2025.

  123. 2025 Director Compensation

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | | Bridget Ryan Berman (Chairperson) | 315,000 | 159,999 | 474,999 | | Patrick D. Campbell | 140,000 | 159,999 | 299,999 | | James P. Keane | 140,000 | 159,999 | 299,999 | | Gerardo I. Lopez | 115,000 | 159,999 | 274,999 | | Gary H. Pilnick | 74,560 | 159,999 | 234,559 | | Judith A. Sprieser | 140,000 | 159,999 | 299,999 | | Stephanie P. Stahl | 115,000 | 159,999 | 274,999 | | Anthony Terry | 115,000 | 159,999 | 274,999 |

  124. 2025 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. |

  125. 2025 Director Compensation

    | (2) Stock Awards. The amounts in this column reflect the grant date fair value, calculated in accordance with ASC 718, of the award of 30,418 RSUs to each of Mr. Campbell, Mr. Keane, Mr. Lopez, Mr. Pilnick, Ms. Ryan Berman, Ms. Sprieser, Ms. Stahl, and Mr. Terry on May 8, 2025 under the 2022 Incentive Plan. Mr. Campbell and Ms. Stahl elected to defer receipt of their RSUs granted in 2025. Their deferred RSUs will convert to an equal number of shares of the Company’s common stock after they leave the Board, and, at that time, they will also receive the cash value of reinvested dividends paid on the Company’s common stock since the end of the Vesting Period (as defined below). As of December 31, 2025, each of the non-employee directors then serving on the Board held 30,418 unvested RSUs. |

  126. 2025 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 $200,000 (for a total cash retainer of $315,000). Additional annual cash retainers are paid to Committee Chairs as follows: Audit Committee, $25,000; 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. 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 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. 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 next annual meeting of the Company’s stockholders, which is at least 50 weeks after the immediately preceding year’s annual meeting of the Company’s stockholders, in each case provided the director remains on the Board until such date (the “Vesting Period”). 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. The 2022 Incentive Plan also allows discretionary grants to non-employee directors of stock options, stock awards and stock units. 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 will receive in exchange for their phantom stock units 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.

  127. 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 2025, the Median Annual Compensation was $40,851 and the CEO Compensation was $12,497,912; accordingly, the CEO Compensation was approximately 306 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.” There have been no changes to our employee population or employee compensation arrangements during the last fiscal year that we believe would significantly affect our pay ratio disclosure and, as a result, we are not required to re-identify our median employee for 2025. However, we used a different median employee for 2025 because of a change in the circumstances of the original median employee who was identified in 2024 that we believe would result in a significant change in our pay ratio disclosure. As permitted by SEC rules, the new median employee used for 2025 is an employee whose compensation was substantially similar to the compensation of the original median employee from 2024, based on the methodology used to select the original median employee. The Company used the following methodology to make the determinations for identifying the original median employee:

  128. PAY RATIO

    | • | As of December 31, 2024 (the “Determination Date”), the Company’s employee population consisted of 23,623 individuals (other than the CEO) working at the Company and its consolidated subsidiaries, with 10,521, or approximately 45%, of these individuals located in the United States and Canada and 13,102, or approximately 55%, of these individuals located outside the United States and Canada. |

  129. 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 1,113 employees in the following jurisdictions: Argentina (175), Chile (44), Colombia (106), Hungary (126), India (566), South Africa (10), Turkey (28), and Venezuela (58). After taking into account the de minimis exemption, 22,510 employees were considered when identifying the median employee. |

  130. PAY RATIO

    | • | To identify the original median employee from the remaining 22,510 employees, the Company conducted an analysis of the compensation of its employee population as of the Determination Date. |

  131. PAY RATIO

    | • | The Company selected base salary or base wages for the period beginning on January 1, 2024 and ending on December 31, 2024 as our consistently applied compensation measure, as it reasonably reflects the annual compensation of the Company’s employees. |

  132. PAY RATIO

    | • | The Company then selected the original 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 2024 but did not make a full-time equivalent adjustment for any part-time employee. |

  133. PAY RATIO

    The CEO Compensation for purposes of this disclosure represents the total compensation reported in the “Total” column of the “2025 Summary Compensation Table” for Mr. Peterson. 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.

  134. PAY VERSUS PERFORMANCE TABLE

    PAY VERSUS PERFORMANCE TABLE

  135. 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) | | | | 2025 | 12,497,912 | - | (21,842,563) | - | 3,803,766 | (3,280,193) | 22 | 130 | (285) | 476 | | 2024 | 12,392,060 | - | 38,232,502 | - | 4,217,588 | 8,487,955 | 55 | 123 | (216) | 526 | | 2023 | 25,536,707 | 4,514,209 | 23,276,353 | 2,060,879 | 7,954,497 | 7,409,536 | 46 | 106 | (388) | 979 | | 2022 | - | 10,296,665 | - | (7,272,680) | 3,046,371 | (1,339,606) | 67 | 93 | 197 | (203) | | 2021 | - | 11,438,798 | - | 16,404,598 | 3,798,238 | 4,456,426 | 107 | 122 | 622 | 884 |

  136. PAY VERSUS PERFORMANCE TABLE

    | (1) Mr. Peterson (“ PEO 1 ”) has served as our principal executive officer (“ PEO ”) commencing May 16, 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 and 2021. For 2024 and 2025, our non-PEO NEOs included Messrs. Erceg and Turner and Mses. Platt and Malkoski. For 2023, our non-PEO NEOs included Messrs. Erceg and Turner, Michael 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. |

  137. 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. |

  138. 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 2022-2025 for purposes of determining 2025 Compensation Actually Paid were as follows:

  139. PAY VERSUS PERFORMANCE TABLE

    | Grant Year | 2025 | 2024 | 2023 | 2022 | | Volatility | N/A | N/A | 55.4% | 48.3 - 50.3% | | Expected life (in years) | N/A | N/A | 4.2 years | 4.2 years | | Expected dividend yield | N/A | N/A | 4.3% | 4.2% | | Risk-free rate | N/A | N/A | 3.6% | 3.8 - 4.3% |

  140. PAY VERSUS PERFORMANCE TABLE

    | For 2025, the values included in this column for the compensation actually paid to PEO 1 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: |

  141. PAY VERSUS PERFORMANCE TABLE

    | | PEO 1 ($) | Non-PEO NEOs (Average) ($) | | Summary Compensation Table Total | 12,497,912 | 3,803,766 | | - aggregate change in actuarial present value of accumulated pension benefits under all defined benefit and pension plans reported in the SCT | - | - | | + service cost of pension benefits | - | - | | + prior service cost of pension benefits | - | - | | - SCT Stock Awards column value | (8,999,993) | (2,276,804) | | - SCT Option Awards column value | - | - | | + 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 | 5,102,760 | 1,290,888 | | +/- 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 | (29,418,069) | (5,367,124) | | + for awards granted and vesting in the same fiscal year, vesting date fair value | - | - | | +/- 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 | (1,025,173) | (730,919) | | - 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 | - | - | | + 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 | - | - | | + excess fair value for option/SAR award modifications | - | - | | Compensation Actually Paid | (21,842,563) | (3,280,193) |

  142. PAY VERSUS PERFORMANCE TABLE

    | (3) For each of 2025, 2024, 2023, 2022 and 2021, 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, 2020. 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, 2020 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. |

  143. PAY VERSUS PERFORMANCE TABLE

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

  144. 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 for 2025 included recall costs for certain French Door Countertop Ovens and expenses related to a legal proceeding in U.S. Tax Court. Adjusted operating cash flow also |

  145. PAY VERSUS PERFORMANCE TABLE

    | excludes transactional and financing costs and incremental interest payments resulting from refinancing a significant portion of the Company’s long-term debt prior to maturity in 2024 and 2025, includes disposal proceeds for ordinary course and restructuring related asset sales and, in 2025, excludes the unbudgeted net impact of tariff changes. |

  146. Pay Versus Performance Relationship Descriptions

    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 2025, 2024, 2023, 2022, and 2021, including: (a) a comparison between our cumulative total shareholder return (“