NEWELL BRANDS INC. Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
2021 Long Term Incentive Plan
On
The performance-based RSUs awarded may vest at 0% to 200% depending upon
achievement of equally-weighted performance goals for Annual Core Sales Growth
and Free Cash Flow (as defined in the LTIP) set by the Committee. Additionally,
following the determination of the extent to which the Company has achieved its
performance goals a positive or negative adjustment to the payout will be made
based upon a comparison of the Company's total shareholder return ("TSR")
relative to a pre-determined set of comparator group companies (the "
The summary above is qualified in its entirety by reference to the LTIP, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.
In connection with the 2021 LTIP Awards, the Company and named executive officers above will enter into updated Restricted Stock Unit Award Agreements (the "RSU Agreements"). Under the RSU Agreements, performance based RSUs will vest on the third anniversary of the grant date, subject to continuous employment and the level of attainment of applicable performance metrics based on performance goals for Annual Core Sales Growth and Free Cash Flow over the three-year performance period, subject to the relative TSR modifier described above. Time based RSUs will vest on the third anniversary of the grant date, subject to continuous employment with the Company.
The Company and named executive officers above will also enter into Stock Option Agreements (the "Option Agreements") in connection with the 2021 LTIP awards. Under the Option Agreements, the exercise price per share of the Options shall be equal to the closing price of a share of the Company's common stock on the date of grant. Option awards vest ratably in one-third increments on each of the first, second and third anniversaries of the date of the grant.
In the event of the grantee's death, disability or retirement, the RSU Agreements provide for full and/or partial continued vesting of such awards, and the Option Agreements provide for full continued vesting of such awards and the ability to exercise for up to three years following the later of the termination of employment or vesting. The RSU and Option Agreements also provide that the grantee will be subject to confidentiality, non-solicitation, non-competition and non-disparagement restrictive covenants.
Under the LTIP, the following awards were made to the named executive officers.
RSU awards were valued on the basis of the closing price of the Company's stock
on
Ravichandra Saligram , President and 136,613 performance based RSUs, Chief Executive Officer representing a value of$3,250,000 ; 54,645 time based RSUs, representing a value of$1,300,000 and 409,837 stock options, representing a value of$1,950,000
representing a value of $1,800,469 ;
Operations 30,273 time based RSUs, representing a
value of $720,188 and 227,046 stock
options, representing a value of
$1,080,281
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Bradford Turner , Chief Legal and 42,298 performance based RSUs, Administrative Officer and Corporate representing a value of$1,006,250 ; Secretary 16,919 time based RSUs, representing a value of$402,500 and 126,892 stock options, representing a value of$603,750 Laurel Hurd , Segment President, Learning 25,103 performance based RSUs, & Development representing a value of$597,188 ; 10,041 time based RSUs, representing a value of$238,875 and 75,308 stock options, representing a value of$358,312
Amended and Restated Bonus Plan and 2021 Bonus Program
On
The Committee also used its discretion under the Amended and Restated Bonus Plan
to establish the performance criteria for the 2021 bonus awards (the "2021 Bonus
Program"). For Messrs. Saligram, Peterson and Turner, 2021 bonus awards will be
tied to corporate performance goals including adjusted earnings per share, core
sales growth, adjusted operating cashflow and certain corporate operations
metrics (the "Corporate Payout Metrics").
The "Aggregate Corporate Performance Bonus Multiplier" is a percentage from 0% to 200% determined by the Committee based on achievement of specified performance criteria for each applicable 2021 bonus award. The named executive officers will participate in the 2021 Bonus Program with a target payout equal to the percentage of their respective base salary as set forth below. In order to receive their bonuses, participants generally will be required to continue to be employed by the Company through the date of payment. The amount awarded to a named executive officer under the Bonus Plan will range between 0% and 200% of the target payout indicated below, based on the extent to which applicable performance criteria are met.
Target Payout
As a Percentage
of
Name Base Salary
Ravichandra Saligram 150 %
Christopher Peterson 120 %
Bradford Turner 100 %
Laurel Hurd 75 %
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 10.1 2021 Long Term Incentive Plan Terms and Conditions 10.2Amended and Restated Newell Brands Inc. Management Bonus Plan, effectiveJanuary 1, 2021 104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
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