UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant  ☒  Filed by a Party other than the Registrant  ☐

Check the appropriate box:

SPECTRUM BRANDS HOLDINGS, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

3001 Deming Way

Middleton, WI 53562

May 24, 2019                , 2021

To Our Stockholders:

You are cordially invited to attend the Annual Meeting of Stockholders of Spectrum Brands Holdings, Inc., to be held on July 10, 2019,August 3, 2021, at 10:9:00 a.m., Eastern Time, at the officesprincipal office of Paul, Weiss, Rifkind, Wharton & Garrison LLP, 1285 Avenue of the Americas, New York, New York 10019-6064.Spectrum Brands Holdings, Inc., 3001 Deming Way, Middleton, WI 53562.

At the meeting, stockholders will be asked to consider matters contained in the enclosed Notice of Annual Meeting of Stockholders and proxy statement. We will also consider any additional business that may be properly brought before the Annual Meeting.

If you wish to attend the Annual Meeting in person, you must reserve your seat by June 25, 2019July 3, 2021 by contacting our Investor Relations Department at (608)275-3340.investorrelations@spectrumbrands.com. Additional details regarding requirements for admission to the Annual Meeting are described in the proxy statement under the heading “How do I attend the Annual Meeting and do I need to do anything in advance to attend?”

If you have any questions concerning the Annual Meeting and you are the stockholder of record of your shares, please contact our Investor Relations Department at (608)275-3340278-6148 or our proxy solicitor, GeorgesonOkapi Partners LLC, toll-free, at (866)(855) 785-7395.208-8902. If you are the stockholder of record of your shares and have questions regarding your stock ownership, please contact our transfer agent, American Stock Transfer & Trust, by telephone at (800)937-5449 (within the U.S.) or (718)921-8124 (International). If your shares are held by a broker or other nominee (that is, in “street name”), please contact your broker or other nominee for questions concerning the Annual Meeting or your stock ownership.

Stockholders of record can vote their shares by attending the Annual Meeting or by submitting a proxy through the mail, over the Internet, or by using a toll-free telephone number. Instructions for using these convenient services are provided on the proxy card. Please make sure to read the enclosed information carefully before voting your shares. You may also vote your shares by marking your votes on the enclosed proxy or following the enclosed voting instruction card. If you attend the Annual Meeting, you may withdraw your proxy and vote your shares in person. If your shares are held in street name, you should vote your shares in accordance with the instructions of your bank or brokerage firm or other nominee.

We appreciate your continued interest inongoing support of Spectrum Brands Holdings, Inc.

Sincerely,

David M. Maura

Chief Executive Officer and Chairman of the Board

i

3001 Deming Way

Middleton, WI 53562

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JULY 10, 2019August 3, 2021

May 24, 2019                , 2021

To Our Stockholders:

We will hold the Annual Meeting of Stockholders (“Annual Meeting”) of Spectrum Brands Holdings, Inc., a Delaware corporation (the “Company,” “Spectrum Brands,” “we,” “us” or “our”), on July 10, 2019August 3, 2021 at 10:9:00 a.m., Eastern Time, at our principal office, 3001 Deming Way, Middleton, WI 53562. We may, at any time prior to the offices of Paul, Weiss, Rifkind, Wharton & Garrison LLP, 1285 AvenueAnnual Meeting, elect to change the place of the Americas, New York, New York 10019-6064. meeting (including holding the meeting through a “virtual” or online method) and/or postpone or cancel the meeting in accordance with applicable law.

We are monitoring the public health impact of the coronavirus (COVID-19). The health and well-being of our employees, stockholders, directors, officers, and other stakeholders are paramount. If public health developments warrant, we may change the date or location of the annual meeting, including the possibility that we may hold the annual meeting through a “virtual” or online method. Any such change will be announced as promptly as practicable, through a press release and a filing with the Securities and Exchange Commission, as well as any other notification required by state law.

The purposes of the Annual Meeting are to:

1. elect three Class I directors;

2. ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2019; and

3. approve, on an advisory basis, the compensation of the Company’s executive officers.

Our Board of Directors recommends a vote FOR the nominees in Proposal 1 and FOR Proposals 2, 3, and 3.4. These proposals are described in the attached proxy statement, which you are encouraged to read fully. Stockholders will also consider any additional business that may be properly brought before the Annual Meeting or any adjournment or postponement thereof.

If you wish to attend the Annual Meeting in person, you must reserve your seat by June 25, 2019July 3, 2021 by contacting our Investor Relations Department at (608)275-3340.investorrelations@spectrumbrands.com. Additional details regarding requirements for admission to the Annual Meeting are described in the attached proxy statement under the heading “How do I attend the Annual Meeting and do I need to do anything in advance to attend?”

Our Board of Directors has set the close of business on May 17, 2019June 15, 2021 as the record date for the Annual Meeting (the “Record Date”). The stock transfer books of the Company will not be closed following the Record Date, but only stockholders of record at the close of business on the Record Date are entitled to notice of, and to vote at, the Annual Meeting and any adjournment or postponement thereof. A list of stockholders entitled to vote at the

ii

Annual Meeting will be available for inspection at the Annual Meeting and will also be available for tentwenty days prior to the Annual Meeting, during normal business hours, at the principal office of the Company, located at 3001 Deming Way, Middleton, WI 53562.

The vote of each eligible stockholder is important. Please vote as soon as possible to ensure that your vote is recorded promptly, even if you plan to attend the Annual Meeting.

By Order of the Board of Directors,

Ehsan Zargar

Executive Vice President, General Counsel, andCorporate

Secretary

iii

3001 DEMING WAY

MIDDLETON, WI 53562

PROXY STATEMENT

FOR THE 20192021 ANNUAL MEETING OF STOCKHOLDERS

iv

SPECTRUM BRANDS HOLDINGS, INC.

PROXY STATEMENT

FOR THE 20192021 ANNUAL MEETING OF STOCKHOLDERS

TABLE OF CONTENTS

v

2021 ANNUAL MEETING INFORMATION

This summary highlights information you will find in this Proxy Statement. As it is only a summary, please review the complete proxy statement before you vote.

How to Vote

2021 Annual Meeting Agenda and Vote Recommendations:

Matter

Board Vote Recommendation

Page Reference (for more details)

Proposal 1

Election of Directors

FOR

72

Proposal 2

Ratification of Appointment of Independent Registered Public Accounting Firm

FOR

73

Proposal 3

Advisory Vote on Executive Compensation

FOR

74

Proposal 4

Approve an Amendment to our Charter to De-classify the Board of Directors

FOR

75

We are monitoring the public health impact of the coronavirus (COVID-19). The health and well-being of our employees, stockholders, directors, officers, and other stakeholders are paramount. If public health developments warrant, we may change the date or location of the annual meeting, including the possibility that we may hold the annual meeting through a “virtual” or online method. Any such change will be announced as promptly as practicable, through a press release and a filing with the Securities and Exchange Commission (the “SEC”), as well as any other notification required by state law.

GENERAL INFORMATION ABOUT THE PROXY STATEMENT

AND ANNUAL MEETING

What is some background information I should understand when reviewing this report?

As disclosed in our prior filings, on July 13, 2018 (the “Merger Closing Date”), HRG Group, Inc. (now known as Spectrum Brands Holdings, Inc., which is the registrant and filer of this Proxy Statement) completed a merger (the “Merger”) with its majority owned subsidiary, Spectrum Brands Legacy, Inc. (formerly known as Spectrum Brands Holdings, Inc.). Following the completion of the Merger, HRG Group, Inc. changed its name to Spectrum Brands Holdings, Inc. All references herein to (i) the “Company,” “Spectrum Brands,” “we,” “us” or “our” refer to Spectrum Brands Holdings, Inc. (formerly known as HRG Group, Inc.) prior to and after the Merger Closing Date; (ii) “SPB Legacy” refers to Spectrum Brands Legacy, Inc. (formerly known as Spectrum Brands Holdings, Inc.) solely prior to the Merger Closing Date; (iii) “HRG Legacy” refers to HRG Group, Inc. (now known as Spectrum Brands Holdings, Inc.) solely prior to the Merger Closing Date; (iv) “New SPB” refers to Spectrum Brands Holdings, Inc. (formerly known as HRG Group, Inc.) solely after the Merger Closing Date; (v) “Board” or “Board of Directors” refers to the Board of Directors of Spectrum Brands Holdings, Inc. (formerly known as HRG Group, Inc.) prior to and after the Merger Closing Date; and (vi) “Fiscal” refers to fiscal year ended September 30 of each applicable year.

Pursuant to the Merger, (i) New SPB acquired all of the outstanding shares of common stock of SPB Legacy that it did not own, (ii) holders of the shares of common stock of SPB Legacy received shares of common stock of New SPB in exchange for their SPB Legacy shares and (iii) holders of the shares of common stock of HRG Legacy received, after a stock split, shares of common stock of New SPB in exchange for their HRG Legacy shares based on an exchange ratio of 0.1613. All references herein to “Shares” or “Common Stock” refer to shares of our common stock, par value $0.01 per share, New SPB after the Merger and reflecting the foregoing stock issuance and stock split.

Immediately following the Merger, all of the officers and directors of HRG Legacy resigned from their positions with the Company. Upon the closing of the Merger, the Board consisted of Messrs. Kenneth C. Ambrecht, Norman S. Matthews, David M. Maura, Terry L. Polistina, Hugh R. Rovit and Joseph S. Steinberg, all of whom were former directors of SPB Legacy, and David S. Harris, a newly appointed director of New SPB. In addition, the executive team of the Company consisted of Messrs. Maura (Executive Chairman and Chief Executive Officer), Douglas L. Martin (Executive Vice President and Chief Financial Officer), Nathan E. Fagre (Senior Vice President, General Counsel and Secretary) and Ms. Stacey L. Neu (Senior Vice President of Human Resources), all of whom were former officers of SPB Legacy. In the months following the Merger, the Board also appointed Sherianne James to our Board, and the Company announced the termination of its employment relationships with Mr. Fagre and Ms. Neu, and named Messrs. Ehsan Zargar and Randal Lewis as executive officers of the Company.

On January 2, 2019, the Company completed the sale of its Global Battery and Lighting (“GBL”) business pursuant to the GBL acquisition agreement with Energizer Holdings, Inc. (“Energizer”). On January 28, 2019, the Company completed the sale of its Global Auto Care (“GAC”) business pursuant to the GAC acquisition agreement with Energizer.

Why am I receiving these materials?

This Proxy Statement,proxy statement, the accompanying Notice of Annual Meeting of Stockholders, and proxy card are being furnished to the stockholders of the Company by the Board of Directors (the “Board”) to solicit your proxy to vote at the 20192021 Annual Meeting of Stockholders of the Company and any adjournments or postponements thereof (the “Annual Meeting”) to be held on July 10, 2019,August 3, 2021, at 10:9:00 a.m., Eastern Time, at the offices of Paul, Weiss, Rifkind, Wharton & Garrison LLP, 1285 Avenueprincipal office of the Americas, New York, New York 10019-6064.Company, 3001 Deming Way, Middleton, WI 53562. The Board may, at any time prior to the Annual Meeting, elect to change the place of the meeting (including holding the meeting through a “virtual” or online method) and/or postpone or cancel the meeting in accordance with applicable law.

You may also be asked to consider and vote to transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof. Other than matters incident to the conduct of the Annual Meeting and those set forth in this Proxy Statement, we do not know of any business or proposals to be considered at the Annual Meeting. If any other business is proposed and properly presented at the Annual Meeting, the proxies received from our stockholders give the proxy holders the authority to vote on the matter at their discretion.

Who are the nominees for election and what would be the size and composition of the Board and its standing committees following their election?

The nominees for election as Class IIII directors at the Annual Meeting are Ms. JamesMessrs. Maura and Messrs. MatthewsPolistina. See “Directors, Executive Officers and Steinberg. See “Proposal 1 Election of DirectorsCorporate Governance – Nominees for Election as Directors”Class III Director Nominees” for our nominees’ biographical information. Messrs. AmbrechtIf Proposal 4 (approval of the Charter Amendment) is approved, directors will remain on the Board until the term of such director’s Class expires and Rovit will continue as Class IIthen be elected annually. If Proposal 1 (election of directors) is approved, the Board will consist of seven directors and Messrs. Harris, Maura and Polistina will continue as Class III directors.not have any vacancies.

proxy materials were sent directly to you by the Company and you can vote your shares as instructed on the accompanying proxy card.

Beneficial owner of shares held in “street name.”You are a beneficial owner if at the close of business on the Record Date your shares were held in the name of your bank, brokerage firm or other nominee. Being a beneficial owner means that your shares are held in “street name.” Our proxy materials were forwarded to you by that organization, and their instructions for voting your shares should accompany this Proxy Statement.

How do I attend the Annual Meeting, and do I need to do anything in advance to attend?

All stockholders at the close of business on the Record Date are invited to attend the Annual Meeting. All stockholders planning to attend the Annual Meeting in person must contact our Investor Relations Department at (608)275-3340investorrelations@spectrumbrands.com by no later than June 25, 2019July 3, 2021 to reserve a seat at the Annual Meeting. For admission, stockholders should come to the Annual Meetingcheck-in area no less than 15 minutes before the Annual Meeting is scheduled to begin. Stockholders of record should bring a form of photo identification so their share ownership can be verified. A beneficial owner holding shares in “street name” must also bring an account statement or letter from his or her bank or brokerage firm showing that he or she beneficially owns shares as of the close of business on the Record Date, along with a form of photo identification. Registration will begin at 9:8:30 a.m., Eastern Time and the Annual Meeting will begin at 10:9:00 a.m., Eastern Time. Please note that the use of cameras and other recording devices will not be allowed at the Annual Meeting.

shares. Shares held beneficially may be voted in person at the Annual Meeting only if you obtain a legal proxy from the broker or nominee giving you the right to vote the shares. Details regarding requirements for admission to the Annual Meeting are described in this Proxy Statement under the heading “How do I attend the Annual Meeting and do I need to do anything in advance to attend?”

Can I revoke or change my vote after I submit my proxy?

Stockholders of record.If you are a stockholder of record, you may revoke your vote at any time before the final vote at the Annual Meeting by:

Beneficial owners of shares held in “street name.”If you are a beneficial owner of your shares, you must contact the broker or other nominee holding your shares and follow its instructions for changing your vote.

without instructions on anon-routine matter. Therefore, if you hold your shares in street name, it is critical that you give instructions on how to cast your vote with respect to these matters if you want your votes to count. If you do not instruct your bank, brokerage firm or other nominee how to vote on these matters, no votes will be cast on your behalf.

Proposal 2 (the ratification of the appointment of KPMG as our independent registered public accounting firm for Fiscal 2019)2021) is considered routine under applicable rules. A broker or other nominee generally may vote on routine matters, and therefore no brokernon-votes are expected in connection with this matter.

What vote is required to approve the proposals?

Director nominees up for election in Proposal 1 will each be elected by a majority of the votes cast in person or by proxy.

We have adopted a majority voting policy for the election of directors, which is in line with current corporate governance best practices. Pursuant to this voting policy, which applies in the case of uncontested director elections, a director must be elected by a majority of the votes cast with respect to the election of such director. For purposes of this policy, a “majority of the votes cast” means that the number of shares voted “for” a director must exceed the number of shares voted “against” that director and abstentions and broker non-votes are not counted as “votes cast.” This new voting policy provides that in the event that an incumbent director nominee receives a greater number of votes “against” than votes “for” his or her election, he or she must (within five business days following the final certification of the related election results) offer to tender his or her written resignation from our Board to our NCG Committee. Our NCG Committee will review such offer of resignation and will consider such factors and circumstances as it may deem relevant, and, within 90 days following the final certification of the election results, will make a recommendation to our Board concerning the acceptance or rejection of such tendered offer of resignation. The decision of our Board will be promptly publicly disclosed.

Broker“non-votes” and abstentions will: (i) have no effect on the outcome of the votes on Proposal 1 (election of directors) and, (ii) have the effect of a vote against each of Proposal 2 (ratification of KPMG’s appointment as auditor) and Proposal 3 (advisory vote on executive compensation) because approval of each of these proposals requires the affirmative vote of a majority of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote.vote, and (iii) have the effect of a vote against Proposal 4 (approval of the Charter Amendment) because approval of such proposal requires the affirmative vote of holders of at least 66-2/3% of the shares outstanding of the Company then outstanding.

Who will count the votes and serve as the inspector of election?

The Company expects to engage American Stock Transfer & TrustBroadridge Financial Solutions, Inc. as the independent inspector of election to tabulate stockholder votes at the Annual Meeting. In the event American Stock Transfer & TrustBroadridge Financial Solutions, Inc. is not engaged, one or more persons appointed by the Company will serve as the inspector of election.

Who is making and paying for this proxy solicitation?

This proxy is solicited on behalf of our Board. Certain officers, directors and other employees may also solicit proxies on our behalf by mail, telephone, fax, Internet or in person. The Company is paying for the cost of preparing, assembling and mailing this proxy soliciting material. We have engaged GeorgesonOkapi Partners LLC (“Georgeson”Okapi Partners”) to assist us in the distribution of proxy materials and the solicitation of votes described above. We will bear the costs of the fees for the solicitation agent, which are not expected to exceed $8,500.00,$20,000, excludingout-of-pocket expenses. Brokers, nominees, fiduciaries and other custodians have been requested to forward soliciting material to the beneficial owners of common shares held of record by them, and these custodians will be reimbursed for their reasonable charges and expenses to forward our proxy materials to their customers or principals.

What is the deadline to propose actions for consideration at the 20202021 Annual Meeting of Stockholders?

We currently expect to hold our 20202021 Annual Meeting of Stockholders in July 2020.August 2021. Under Rule 14a-8 of the Securities Exchange Act Rule14a-8,of 1934, as amended (the “Exchange Act”), for a stockholder’s proposal to be considered timely for inclusion in our proxy statement and form of proxy

What is our policy with respect to the attendance of our directors at Board and standing committee meetings and annual meetings of stockholders?

The Board held a total of 23nine meetings and acted by unanimous written consent on a total of three occasions during Fiscal 2020. Our Audit Committee held a total of four meetings during Fiscal 2018. Other standing committees of the Board, consisting of the Audit Committee, the2020. Our Compensation Committee held six meetings and theacted by unanimous written consent on two occasions during Fiscal 2020. Our NCG Committee held an additional eight, twosix meetings and acted by unanimous written consent on one meetings, respectively,occasion during Fiscal 2018.2020. The Board and the directors recognize the importance of director attendance at Board and committee meetings. Attendance at Board and committee meetings wasDuring Fiscal 2020, all of our directors attended at least 75% for each director.of the meetings of the Board and committees on which they served. The Company does not have a formal policy regarding the attendance of directors at annual meetings of stockholders, but we encourage all of our directors to attend. All of our directors attended the 20182020 Annual Meeting of Stockholders.

How can stockholders communicate with our Board?

Stockholders may communicate with our Board by writing to the Board of Directors, Spectrum Brands Holdings, Inc., 3001 Deming Way, Middleton, WI 53562. Please see the additional information in the section captioned “Communications with our Board.”

I share an address with another stockholder, and we received only one paper copy of the proxy materials. How can I obtain an additional copy of the proxy materials?

The SEC allows us to deliver a single copy of proxy materials to an address shared by two or more stockholders, unless the stockholders instruct us to the contrary. This delivery method, referred to as “householding,” can result in significant cost savings for us. We will promptly provide you another copy of these materials, without charge, if you contact our proxy solicitor using the following contact information:

GeorgesonOkapi Partners LLC

12901212 Avenue of the Americas, 9th24^th Floor

New York, NY 10104New York 10036

Banks and Brokers and Stockholders call toll-free:Call Collect: (212) 297-0720

(866)All Others Call Toll Free: (855) 785-7395208-8902

Who can help answer my questions?

If you have any questions about the Annual Meeting or how to vote or revoke your proxy, you should contact our proxy solicitor:

GeorgesonOkapi Partners LLC

12901212 Avenue of the Americas, 9th24^th Floor

New York, NY 10104New York 10036

Banks and Brokers and Stockholders call toll-free:Call Collect: (212) 297-0720

(866) 785-7395All Others Call Toll Free: (855) 208-8902

Email: info@okapipartners.com

PROPOSAL 1DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

ELECTION OF DIRECTORS

Our Charter provides for the divisionBoard of our Board into three classes of as nearly equal number ofDirectors

Our directors as possible. As of the date hereof, each of Class I and Class III consists of three directors and Class II consists of two directors.

The term of each class of directors is three years, with the term for one class expiring each year in rotation. As a result, one class of directors isare elected at each annual stockholders meeting for a term of three yearsshareholders and to hold office until their successors are elected and qualified or until their earlier death, removal or resignation. The term of the current Class I directors expires at the Annual Meeting.

for staggered three-year terms. Our NCG Committee composed entirely of independent directors under the NYSE Rules, proposesconsiders and chooses nominees for service to our Board with the primary goal of presenting a well-qualified slate of candidates who will serve the interests of our Company and suchour shareholders, taking into account the attributes of each candidate’s professional skillset and credentials, as well as gender, age, ethnicity and personal background. In evaluating nominees, are reviewedour NCG Committee reviews each candidate’s background and approved byassesses each candidate’s independence, skills, experience and expertise based upon a number of factors. We seek directors with the entiretyhighest professional and personal ethics, integrity and character that have experience at the governance and policy-making level in their respective fields. Our NCG Committee reviews the professional background of each candidate to determine whether each candidate has the appropriate experience and ability to effectively make important decisions as a member on our Board. Our NCG Committee also determines whether a candidate’s skills and experience complement and enhance the collective skills and experience of our existing Board members. If Proposal 4 (approval of the Charter Amendment) is approved, directors will remain on the Board until the term of such director’s Class expires and will then be elected annually.

We are committed to ensuring that female and minority candidates are among the pool of individuals from which new Board nominees are selected. Starting in October of 2018 and continuously since then, we have steadily advanced this objective by appointing to our Board recommend that each nominee for director be elected ata number of candidates, all of whom are from diverse backgrounds and a majority of whom have been female candidates. As of the Annual Meeting. The nominees for election atdate of this report, the Annual Meeting are Sherianne James, Norman S. Matthews and Joseph S. Steinberg. The nominees have consented to continue to serve as directors if elected. In accordance with our Charter, our Board may at any time increase the sizemajority of our Board by fixing the numberis comprised of female and diverse background members.

Our directors that constitute our whole Board. In addition, ifcollectively represent a nominee becomes unavailable for any reason or should a vacancy occur before the election,robust and diverse set of skills and experience, which we do not anticipate, the proxies will be voted for the election, as director, of such other person as our Board may recommend. Proxies cannot be voted for a greater number of persons than are included in the class of directors – this year that number is three.

Nominees for Election as Directors

Class I Directors – Nominees – Three Year Term Expiring 2022

Sherianne James,age 49, was appointed to our Board in October 2018. Ms. James has served as Chief Marketing Officer of Essilor of America since August 2017 and previously was Vice President, Consumer Marketing for the company since July 2016. From February 2011 to July 2016, she heldbelieve positions of increasing responsibility in marketing and operations for Transitions Optical, a division of Essilor of America, culminating in her role as Vice President of Transitions Optical from April 2014 to July 2016. From July 2005 through December 2010, Ms. James was Senior Marketing Manager for Russell Hobbs/Applica with responsibility for the Black+Decker and George Foreman small appliance brands. She previously held a number of key project manager, research manager and brand manager positions with Kraft Foods, Inc. and, later, Kraft/Nabisco Foods from June 1995 to June 2005. Ms. James earned a Bachelor of Science degree in chemical engineering from the University of Florida in 1994 and an MBA from Northwestern University’s Kellogg Graduate School of Management in 2002. Ms. James’ extensive experience in marketing and branding, including in the consumer products industry, led the Board to conclude that she should be a member of the Board.

Norman S. Matthews, age 86, was appointed to our Board on the Merger Closing Date. From June 2010 to the Merger Closing Date, Mr. Matthews served as one of the directors of SPB Legacy. Prior to that time, he had served as a director of Spectrum Brands, Inc., one of our subsidiaries (“SBI”) since August 2009. Mr. Matthews has over three decades of experience as a business leader in marketing and merchandising and is currently an independent business consultant. As former President of Federated Department Stores, he led the operations of one of the nation’s leading department store retailers with over 850 department stores, including those under the names of Bloomingdales, Burdines, Foley’s, Lazarus and Rich’s, as well as various specialty store chains, discount chains and Ralph’s Grocery. In addition to his senior management roles at Federated Department Stores, Mr. Matthews also served as Senior Vice President and General Merchandise Manager at E.J. Korvette and Senior Vice President of Marketing and Corporate Development at Broyhill Furniture Industries. Mr. Matthews is a Princeton University graduate, and earned his Master’s degree in Business Administration from Harvard Business School. He also currently serves on the Boards of Directors of Party City Holdco, Inc. and The

For information about the professional services rendered by KPMG to us for Fiscal 2018, please see the section of this Proxy Statement captioned “Principal Accountant Fees and Services.”

Vote Required

The affirmative vote of the holders of a majority of the votes represented atFollowing the Annual Meeting, the Board will consist of seven directors. The names of each of the directors following the Annual Meeting and their respective classes, ages, Board tenures and committee memberships are each set forth in personthe following table:

Director Biographies

Set forth below are biographies for each of our director nominees and continuing directors, accompanied by descriptions of some of their key skills and experiences. The absence of any given category of key skills or by proxy is required to ratify our appointmentexperiences from the list preceding a director’s biography does not necessarily signify a lack of KPMG as our independent registered public accounting firm for Fiscal 2019.

OUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2019.qualification in any such category.

PROPOSAL 3Class III Director Nominees

ADVISORY VOTE ON EXECUTIVE COMPENSATION

COMMUNICATIONS WITH OUR BOARDDirectors Continuing in Office:

We believe that communications between our Board, our stockholders and other interested parties are an important part of our corporate governance. Stockholders and other interested parties may communicate with our Board, our Audit Committee, our Compensation Committee, our NCG Committee, any individual director, or allnon-management directors as a group, by mailing such communications to the following address: c/o Ehsan Zargar, Executive Vice President, General Counsel and Corporate Secretary at Spectrum Brands Holdings, Inc., 3001 Deming Way, Middleton, WI 53562.

If the letter is from a stockholder, the letter should state that the sender is a stockholder. Under a process approved by our Board and defined in the Corporate Governance Guidelines, depending on the subject matter, management will:Class I Directors

A summary of all relevant communications that are received after the last meeting of the full Board, or ofnon-management directors, and which are not forwarded will be presented at each Board meeting along with any specific communication requested by a director.

EXECUTIVE OFFICERSClass II Directors

The following sets forth certain information with respect

Our Executive Officers

Our executive officers of the Company, as of the date of this Proxy Statement. All officers of the Company serve at the discretion of our Board. Our Board selected each of our executive officers because his or her background provides each executive with the Board.experience and skillset geared toward helping us succeed in our business strategy. Our management team is composed of seasoned executives who all focus on the performance of our Company to drive long-term outcomes for us. We are committed to ensuring that female and minority candidates are among the pool of individuals from which new executive officers are selected. During Fiscal 2019, we made progress in advancing this objective by appointing to our executive team a woman and a candidate from a diverse background. We are committed to further progressing this objective in the future.

Included in the discussion below is information regarding our executive officers who do not serve as directors of our Company. See “Our Board of Directors” above for certain information regarding David Maura, our only director-employee.

Corporate Governance✓ Increased diversity among Board and executive team

The following table provides an overview of our corporate governance, including recent enhancements and existing practices.

Douglas L. Martin,age 56,was appointed as our Executive Vice President and Chief Financial Officer on the Merger Closing Date. From September 2014 until the Merger Closing Date, Mr. Martin served as the Executive Vice President and Chief Financial Officer of SPB Legacy. Prior to joining SPB Legacy, Mr. Martin served from September 2012 to August 2014 as Executive Vice President and Chief Financial Officer of Newell Brands, Inc. (formerly known as Newell Rubbermaid Inc.), a global marketer of consumer and commercial products, including writing, home solutions, tools, commercial products, and baby and parenting brands. Mr. Martin was employed by Newell Brands, Inc. since 1987, serving in a variety of senior financial roles, including Deputy Chief Financial Officer from February 2012 to September 2012, Vice President of Finance – Newell Consumer from November 2011 to February 2012, Vice President of Finance – Office Products from December 2007 to November 2011, and Vice President and Treasurer from June 2002 to December 2007. Mr. Martin began his career with KPMG LLP, holds a Bachelor’s degree in accounting from Rockford University and is a Certified Public Accountant.

Randal Lewis, age 52, was appointed as our Chief Operating Officer in October 2018 and has direct responsibility for all operating divisions. Mr. Lewis previously led our former Pet, Home & Garden Division since November 2014. Prior to that, he was Senior Vice President and General Manager of our Home & Garden business since January 2011, where he led the restructuring of the business. From April 2005 to January 2011, Mr. Lewis served as our Home & Garden business’s Vice President, Manufacturing and Vice President, Operations. Prior to that, Mr. Lewis held various leadership roles from October 1997 to April 2005 with the former owners of United Industries Corporation, which is now owned by the Company, and from January 1989 to October 1997 Mr. Lewis worked at Unilever. Mr. Lewis earned a Bachelor of Science degree in mechanical engineering from the University of Illinois, Urbana-Champaign in 1988.

Ehsan Zargar, age 41, was appointed Executive Vice President, General Counsel and Corporate Secretary on October 1, 2018. From June 2011 until the Merger Closing Date, Mr. Zargar held a number of increasingly senior positions with HRG Legacy, including serving as its Executive Vice President and Chief Operating Officer from January 2017 until the Merger Closing Date, as its General Counsel since April 2015, and as Corporate Secretary since February 2012. From August 2017 until the Merger Closing Date, Mr. Zargar served as a director of SPB Legacy. From November 2006 to June 2011, Mr. Zargar worked in the New York office of Paul, Weiss, Rifkind, Wharton & Garrison LLP. Previously, Mr. Zargar practiced law at another major law firm focusing on general corporate matters. Mr. Zargar received a law degree from Faculty of Law at the University of Toronto and a B.A. from the University of Toronto.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCEBoard Structure

Section 16(a)Lead Independent Director

Mr. Polistina was appointed to our Board, and as our Lead Independent Director in July 2018. In his capacity as our Lead Independent Director, Mr. Polistina:

Committees Established by Our Board of Directors

Our Board has designated three principal standing committees: our Audit Committee, aour Compensation Committee and a Nominating and Corporate Governanceour NCG Committee, each of which is comprised of independent directors and has a written charter addressing each such committee’s purpose and responsibilities.responsibilities and include such duties that the Board may designate, from time to time. Our Board, directly or through one or more of its committees, provides oversight on our management’s efforts to promote corporate social responsibility and sustainability, including efforts to advance initiatives regarding the environment, diversity, equity and inclusion, human rights, labor, health and safety and other matters. Each such committee is comprisedcomposed entirely of independent directors.

Audit Committee

Our Audit Committee has been established in accordance with Section 303A.06 of the NYSE Rules and Rule 10A-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for the purpose of overseeing the Company’s accounting and financial reporting processes and audits of our financial statements. Our Audit Committee is responsible for monitoring (i) the integrity of our financial statements, (ii) our independent registered public accounting firm’s qualifications and independence, (iii) the performance of our internal audit function and independent auditors and (iv) our compliance with legal and regulatory requirements. The responsibilities and authority of our Audit Committee are described in further detail in the Charter of the Audit Committee, as adopted by our Board in July 2018, a copy of which is available at our website www.spectrumbrands.com under “Investor Relations—Corporate Governance Documents.”

The current members of our Audit Committee are Gautam Patel (Chair), Joan Chow, Leslie L. Campbell, and Hugh R. Rovit. Our Board has determined that each member of our Audit Committee qualifies as an “audit committee financial expert” as defined in the rules promulgated by the SEC in furtherance of Section 407 of the Sarbanes-Oxley Act of 2002. Our Board has determined that all of the members of our Audit Committee qualify as independent, as such term is defined in Section 303A.02 of the NYSE Rules, Section 10A(m)(3)(B) of the Exchange Act and Exchange Act Rule 10A-3(b).

Compensation Committee

Our Compensation Committee is responsible for (i) overseeing our compensation and employee benefits plans and practices, including our executive compensation plans and our incentive compensation and equity-based plans, (ii) evaluating and approving the performance of our Executive Chairman and CEO and other executive officers in light of those goals and objectives and (iii) reviewing and discussing with management our compensation discussion and analysis disclosure and compensation committee reports in order to comply with our public reporting requirements. The responsibilities and authority of our Compensation Committee are described in further detail in the Charter of the Compensation Committee, as adopted by our Board in November 2020, a copy of which is available at our website www.spectrumbrands.com under “Investor Relations—Corporate Governance Documents.”

The current members of our Compensation Committee are Terry L. Polistina (Chair), Sherianne James, and Gautam Patel. Our Board has determined that all of the members of our Compensation Committee qualify as independent, as such term is defined in Section 303A.02 of the NYSE Rules.

NCG Committee

Our NCG Committee is responsible for (i) identifying and recommending to our Board individuals qualified to serve as our directors and on our committees of our Board, (ii) advising our Board with respect to board composition, procedures and committees, (iii) developing and recommending to our Board a set of corporate governance principles applicable to the Company and (iv) overseeing the evaluation process of our Board, the committees of the Board, the individual directors and our Executive Chairman and CEO. The responsibilities and

authority of our NCG Committee are described in further detail in the Charter of the NCG Committee, as adopted by our Board in July 2018, a copy of which is available at our website www.spectrumbrands.com under “Investor Relations—Corporate Governance Documents.”

The current members of our NCG Committee are Sherianne James (Chair), Terry L. Polistina, and Hugh R. Rovit. Our Board has determined that all of the members of our NCG Committee qualify as independent, as such term is defined in Section 303A.02 of the NYSE Rules.

Board and Committee Activities

During Fiscal 2020, our Board held a total of nine meetings and acted by unanimous written consent on a total of three occasions. Our Audit Committee held a total of four meetings during Fiscal 2020. Our Compensation Committee held six meetings and acted by unanimous written consent on two occasions during Fiscal 2020. Our NCG Committee held six meetings and acted by unanimous written consent on one occasion during Fiscal 2020.

During Fiscal 2020, all of our directors attended at least 75% of the meetings of the Board and committees on which they served.

Our Practices and Policies

Corporate Governance Guidelines and Code of Ethics and Business Conduct

Our Board has adopted our Corporate Governance Guidelines to assist it in the exercise of its responsibilities. These guidelines reflect our Board’s commitment to monitor the effectiveness of policy and decision-making both at our Board and management level, with a view to enhancing stockholder value over the long term. TheOur Corporate Governance Guidelines address, among other things, our Board and Board committee composition and responsibilities, director qualifications standards and selection and evaluation of our Chief Executive Officer.

CEO. In addition, pursuant to these guidelines, our Board has formalized a process by which our directors are assessed annually by our NCG Committee. The assessment includes a peer review process and evaluates the Board as a whole, the committees of the Board and the individual directors. In carrying out this assessment, we may retain an external evaluator to assist our Board and NCG Committee at least every three years. Our Board has adopted a Code of Business Conduct and Ethics Policy for directors, officers and employees and a Code of Ethics for the Principal Executive and Senior Financial Officers to provide guidance to our chief executive officer,CEO, chief financial officer (“CFO”), principal accounting officer or controller and our business segment chief financial officers or persons performing similar functions. Our

Majority Voting and Director Resignation Policy

During Fiscal 2019, our Board adopted a majority voting policy for the election of directors. Pursuant to this policy, which applies in the case of uncontested director elections, a director must be elected by a majority of the votes cast with respect to the election of such director. For purposes of this policy, a “majority of the votes cast” means that the number of shares voted “for” a director must exceed the number of shares voted “against” that director and abstentions and broker non-votes are not counted as “votes cast.”

The policy also provides that in the event that an incumbent director nominee receives a greater number of votes “against” than votes “for” his or her election, he or she must (within five business days following the final certification of the related election results) offer to tender his or her written resignation from the Board to the NCG Committee. The NCG Committee will review such offer of resignation and will consider such factors and circumstances as it may deem relevant, and, within 90 days following the final certification of the election results, will make a recommendation to the Board concerning the acceptance or rejection of such tendered offer of resignation. The policy requires the decision of the Board to be promptly publicly disclosed.

Board Diversity Policy

In October 2020, our Board adopted a Board Diversity Policy. The purpose of this policy is to set out the basic principles to be followed to ensure that the Board has adoptedthe appropriate balance of skills, experience, and diversity of perspectives necessary to enhance the effectiveness of the Board and to maintain the highest standards of corporate governance. Pursuant to this policy, selection of Board candidates will be based on a securities trading policy prohibitingrange of perspectives with reference to the Company’s business model and specific needs, including, but not limited to, talents, skills and expertise, industry experience, professional experience, gender, age, race, language, cultural background, educational background, and other similar characteristics.

Anti-Hedging Policy

The Company believes it is improper and inappropriate for our directors, officers, and employees and certain of their family members (each, a “Subject Person”) to engage in hedging, short-term or speculative transactions involving the Company’s securities. Our anti-hedging policy, which we further strengthened during Fiscal 2019, applies to all Subject Persons. The Company prohibits Subject Persons from engaging in (i) derivative, speculative, hedging or monetization transactions in Company securities (including, but not limited to, any trading on derivatives (such as swaps, forwards, and/or futures) of Company securities that allow a stockholder to lock in the value of Company securities in exchange for all or part of the potential upside appreciation in the value of such stock), (ii) engaging in short sales with Company securities, or(i.e., selling stock the Subject Person does not own and borrowing shares to make delivery) and (iii) buying or selling puts, calls, options or other derivatives in respect of Company securities.

Anti-Pledging Policy

In addition, the Company believes it is improper and inappropriate for any Subject Person to engage in pledging transactions involving the Company’s securities. During Fiscal 2019, we adopted a robust anti-pledging policy, which prohibits Subject Persons from pledging or encumbering Company securities as collateral for speculative purposes. Directorsa loan or other indebtedness. This prohibition includes, but is not limited to, holding such shares in a margin account as collateral for a margin loan or borrowing against Company securities on margin. Any pledges (and any modifications or replacements of such pledges) that existed prior to the adoption of our policy are grandfathered unless otherwise prohibited by applicable law or Company policy and so long as any modification or replacement of any pre-existing pledge does not result in additional shares being pledged.

Securities Trading Policy

Our Company believes that it is appropriate to monitor and prohibit certain trading in the securities of our Company. Accordingly, trading of the Company’s securities by directors, executive officers must obtainand certain other employees who are so designated by thepre-approval office of ourthe Company’s General Counsel before engagingis subject to trading period limitations or must be conducted in accordance with a previously established trading plan that meets SEC requirements. At all times, including during approved trading periods, directors, executive officers and certain other employees notified by the office of the Company’s General Counsel are required to obtain preclearance from the Company’s General Counsel or his designee prior to entering into any purchase or saletransactions in Company securities, unless those transactions occur in accordance with a previously established trading plan that meets SEC requirements.

Transactions subject to our securities trading policy include, among others, purchases and sales of Company stock, bonds, options, puts and calls, derivative securities based on securities of the Company, gifts of Company securities, whether or not we arecontributions of Company securities to a trust, sales of Company stock acquired upon the exercise of stock options, broker-assisted cashless exercises of stock options, market sales to raise cash to fund the exercise of stock options and trades in Company’s stock made under an open window period under our securities trading policy. Our Board has also adopted an equity retention policy for the Company’s senior management and ournon-executive Directors.

Director Independence

Our Board has affirmatively determined that none of the following directors has a material relationship with the Company (either directly or as a partner, stockholder, or officer of an organization that has a relationship with the Company): Kenneth C. Ambrecht, Norman S. Matthews, Terry L. Polistina, Hugh R. Rovit, David S. Harris and Sherianne James. Our Board has adopted the definition of “independent director” set forth under Section 303A.02 of the NYSE Rules to assist it in making determinations of independence. Our Board has determined that the directors referred to above currently meet these standards and qualify as independent. Our Board has made no determination with respect to the Company’s remaining directors.

With respect to the period prior to the Merger, the HRG Legacy Board affirmatively determined that none of the following directors had a material relationship with HRG Legacy (either directly or as a partner, stockholder, or officer of an organization that had a relationship with HRG Legacy): Curtis Glovier, Frank Ianna, Gerald Luterman and Andrew McKnight. The HRG Legacy Board had adopted the definition of “independent director” set forth under Section 303A.02 of the NYSE Rules to assist it in making determinations of independence. The HRG Legacy Board made no determination with respect to its remaining directors.

Meetings of Independent Directors

The Company generally holds executive sessions at each Board and committee meeting. Prior to the Merger Closing Date, Mr. McKnight presided over executive sessions of the entire Board and the chairman of each committee presided over the executive sessions of that committee. Following the Merger Closing Date, Mr. Polistina presides over executive sessions of the entire Board and the chairman of each committee presides over the executive sessions of that committee.employee benefit plan.

Stock Ownership Guidelines

Our Board Structurebelieves that our directors, named executive officers (“NEOs”) and Risk Oversightcertain of the Company’s other officers and employees should own and hold Company common stock to further align their interests with the interests of stockholders and to further promote the Company’s commitment to sound corporate governance.

To memorialize this commitment, effective January 29, 2013, our Board, upon the recommendation of our Compensation Committee, established stock ownership and retention guidelines (the “SOG”) applicable to the Company’s directors, NEOs and all other officers of the Company and its subsidiaries with a level of Vice President or above (such officers and our NEOs, our “Covered Officers”). Effective January 1, 2020, the Company improved and enhanced the SOG to further align it with best practices by: (i) increasing our directors’ and Covered Officers’ retention requirement from 25% to 50% of their net after-tax shares received under awards granted (other than equity awards granted pursuant to the annual cash bonus plan) until they reach their required stock ownership under the SOG; and (ii) extending the applicable time period for our directors and Covered Officers to achieve the minimum ownership requirements to five years from the date of eligibility or promotion. Even when the required stock ownership is obtained, all employee incentive plan participants, including NEOs, are subject to an additional stock retention requirement requiring them to retain at least 25% of their net after-tax shares of Company stock received under awards for one year after the date of vesting.

Under the updated SOG, our directors are expected to achieve stock ownership with a value of at least five times their annual cash retainer. In addition, our Covered Officers are expected to achieve the levels of stock ownership indicated below (which equal a dollar value of stock based on a multiple of the Covered Officer’s base salary).

The stock ownership levels attained by a director or a Covered Officer are based on shares directly owned by the director or Covered Officer, whether through earned and vested restricted stock units (“RSU”) or performance stock units (“PSU”) or restricted stock grants or open market purchases. Unvested restricted shares, unvested RSUs and PSUs and stock options do not count toward the ownership goals; provided, that, effective January 1, 2020, unvested time-based restricted stock and unvested time-based RSUs count toward the ownership goals. On an annual basis, our Compensation Committee reviews the progress of our directors and Covered Officers in meeting these guidelines. In some circumstances, failure to meet the guidelines by a director or a Covered Officer could result in additional retention requirements or other actions by our Compensation Committee.

Compensation Clawback Policy

We have adopted a Compensation Clawback Policy setting forth the conditions under which applicable incentive compensation provided to our executive officers may be subject to forfeiture, disgorgement, recoupment or diminution (“clawback”). This policy provides that our Board or our Compensation Committee shall require the clawback or adjustment of incentive-based compensation to the Company in the following circumstances:

Additionally, our Board or Compensation Committee in their discretion may require that any executive officer who has been awarded incentive-based compensation shall forfeit, disgorge, return or adjust such compensation in the following circumstances:

The awards and incentive compensation subject to clawback under this policy include vested and unvested equity awards, shares acquired upon vesting or lapse of restrictions, short- and long-term incentive bonuses and similar compensation, discretionary bonuses, any other awards or compensation under the Company’s equity plans and any other incentive compensation plan of the Company. Any clawback under this policy may, in the discretion of our Board or Compensation Committee, be effectuated through the reduction, forfeiture or cancellation of awards, the return of paid-out cash or exercised or released shares, adjustments to future incentive compensation opportunities or in such other manner as our Board and Compensation Committee determine to be appropriate, except as otherwise required by law.

In addition, under the Company’s equity plans, any equity award granted may be cancelled by our Compensation Committee in its sole discretion, except as prohibited by applicable law, if the participant, without the consent of the Company, while employed by or providing services to the Company or any affiliate or after termination of such employment or service, violates a non-competition, non-solicitation or non-disclosure covenant or agreement or otherwise engages in activity that is in conflict with or is adverse to the interests of the Company or any affiliate, including fraud or conduct contributing to any financial restatements or irregularities engaged in, as determined by our Compensation Committee in its sole discretion. Our Compensation Committee may also provide in any award agreement that the participant will forfeit any gain realized on the vesting or exercise of such award and SPB Legacymust repay the gain to the Company, in each case except as prohibited by applicable law, if (i) the participant engages in any activity referred to in the preceding sentence or (ii) the amount of any such gain is in excess of what the participant should have received under the terms of the award for any reason (including without limitation by reason of a financial restatement, mistake in calculations or other administrative error). Additionally, awards are subject to clawback, forfeiture or similar requirements to the extent required by applicable law (including without limitation Section 304 of the Sarbanes-Oxley Act and Section 954 of the Dodd-Frank Act). Equity awards issued have included these provisions.

Risk Oversight

The Company’s risk assessment and management function is led by the Company’s senior management, which is responsible forday-to-day management of the Company’s risk profile, with oversight from our Board and its

committees. Central to our Board’s oversight function is our Audit Committee. In accordance with our Audit Committee Charter, our Audit Committee is responsible for the oversight of the financial reporting process and internal controls. In this capacity, our Audit Committee is responsible for reviewing and evaluating guidelines and policies governing the process by which senior management of the Company and the relevant departments of the Company, including the internal audit department, assess and manage the Company’s exposure to risk, as well as the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures.

The Company has implemented an annual formalized risk assessment process. In accordance with this process, a committee (the “Governance Riskgovernance risk and Compliance Committee”)compliance committee of certain members of senior management has the responsibility to identify, assess and oversee the management of risk for the Company. This committee obtains input from other members of management and subject matter experts as needed. Management uses the collective input received to measure the potential likelihood and impact of key risks and to determine the adequacy of the Company’s risk management strategy. Periodically, representatives of this committee report to our Audit Committee on its activities and the Company’s risk exposure.

Mr. Maura servesIn Fiscal 2020, our management and our Audit Committee reviewed our reporting processes and took a number of actions to further enhance such processes. In connection with such efforts, we made changes to our internal control over financial reporting in order to remediate the material weakness that we disclosed in our Original Form 10-K. We expect remediation of this material weakness will be completed during fiscal year 2021. See Item 9A of our Original Form 10-K for a detailed discussion of this remediation process.

Environmental, Social and Governance Matters and Policies

We are committed to sustainability and recognize the impact our business has on the world. We believe in making a positive difference in the communities in which we live and work and strive to discharge our corporate social responsibilities from a global perspective and throughout every aspect of our operations. Our Board recognizes the negative effect poor environmental practices and human capital management may have on us and our returns. Our Board carefully considers and balances the impact on the environment, people and the communities of which we are a part in deciding how to operate our business. Our Board receives periodic reports regarding our risk exposure and risk mitigation efforts in these areas.

While our corporate social responsibility commitments address many areas, we focus on four key priorities: product and content safety, environmental sustainability, human rights and ethical sourcing and diversity and inclusion.

To further these priorities, the Board has adopted, among other things, (i) an Environmental Policy, which sets forth our commitment to the health and safety of our employees and protection of the environment across our global operations; (ii) a Human Rights Policy, which sets forth our commitment to respect and promote human rights, including the protection of minority groups’ rights and women’s rights, in furtherance of the guidance set forth in, among others, the Universal Declaration of Human Rights, UN Guiding Principles on Business and Human Rights, the International Labour Organizations Declaration on Fundamental Principles and Rights at Work, and the Organization for Economic Cooperation and Development for Multinational Enterprises; (iii) a Global Energy and Greenhouse Gas (GHG) Policy, which sets forth our commitment to the protection of the environment, preservation of natural resources, and the effective management and reduction of energy and GHGs by, among other things, identifying opportunities for purchasing direct, renewable energy in key markets and requiring energy considerations when making investments for major renovations and new capital equipment and major construction; and (iv) a Global Environmental, Social and Governance (“ESG”) Policy, which sets forth our commitment to ESG.

Related Person Transactions Policy

Our Board has adopted a written policy for the review, approval and ratification of transactions that involve related persons and potential conflicts of interest. See “Certain Relationships and Related Transactions” for discussion of this policy and disclosure of our Chief Executive Officer. Given Mr. Maura’s broad experience in M&A, financerelated-person transactions.

Transfer of Our Shares of Common Stock

Our Company has substantial deferred tax assets related to net operating losses and investments, his significant experience with companies in the consumer productstax credits (together, “Tax Attributes”) for U.S. federal and retail sectors, as well as his role in SPB Legacy’s strategy and growth since 2010, our Board believes that it is in the best intereststate income tax purposes. These Tax Attributes are an important asset of the Company for Mr. Maurabecause we expect to concurrently serve asuse these Tax Attributes to offset future taxable income. The Company’s ability to utilize or realize the carrying value of such Tax Attributes may be impacted if the Company experiences an “ownership change” or certain other events under applicable tax rules. If an “ownership change” were to occur, we could lose the ability to use a significant portion of our Executive ChairmanTax Attributes, which could have a material adverse effect on the Company’s results of operations and Chief Executive Officer.financial condition.

HRG Legacy

HRG Legacy management was responsible for understandingAccordingly, we have adopted certain transfer restrictions designed to limit an “ownership change.” These transfer restrictions are subject to certain exceptions, including, among others, prior approval of a Prohibited Transfer by our Board. As previously disclosed, our Board has granted pre-approvals to certain large institutional investors and managingtheir affiliates. The foregoing description of the risks that HRG Legacy facedtransfer restrictions contained within our Charter is not complete and is qualified in its business, and its then Board was responsible for overseeing management’s overall approachentirety by reference to risk management. The HRG Legacy Board received, reviewed and discussed reports on the operationsfull text of the businesses from members of management and members of management of the HRG Legacy’s subsidiaries as appropriate. The HRG Legacy’s Board also fulfilled its oversight role through the operations of its Nominating and Corporate Governance Committee, Audit Committee and Compensation Committee. Prior to the Merger Closing Date, Mr. Steinberg served as the Chairman of the HRG Legacy Board and as its Chief Executive Officer. Given the structure and business strategy of the Company at the time, the HRG Legacy Board believed that it was in the best interest of HRG Legacy for Mr. Steinberg to concurrently serve as its Chairman of the Board and Chief Executive Officer.Charter, which is incorporated by reference into this report.

Governance Documents Availability

We have posted our Corporate Governance Guidelines, Code of Business Conduct and Ethics for directors, officers and employees, Code of Ethics for the Principal Executive and Senior Financial Officers, Director Resignation Policy, Board Diversity Policy, Global ESG Governance Policy, Global Energy and Greenhouse Gas Policy, Human Rights Policy, Environmental Policy, Charter, By-laws,Audit Committee Charter, Compensation Committee Charter and NCG Committee Charter on our website at www.spectrumbrands.com under “Investor Relations – “Investor Relations—Corporate Governance Highlights.Documents.” We intend to disclose any amendments to, and, if applicable, any waivers of, these governance documents on that section of our website. These governance documents are

also available in print without charge to any stockholder of record that makes a written request to the Company. Inquiries must be directed to the Investor Relations Department at Spectrum Brands Holdings, Inc., 3001 Deming Way, Middleton, WI 53562.

INFORMATION ABOUT COMMITTEES OF OUR BOARD

During Fiscal 2018, our Board held a total of twenty-three (23) meetings, and acted by unanimous written consent on a total of seven (7) occasions. Our Audit Committee held a total of eight (8) meetings and acted by unanimous written consent on two (2) occasions during Fiscal 2018. Our Compensation Committee held two (2) meetingsInterlocks and acted by unanimous written consent on four (4) occasions during Fiscal 2018. Our Nominating and Corporate Governance Committee held one (1) meeting and acted by unanimous written consent on two (2) occasions during Fiscal 2018.

Committees Established by Our Board of Directors

Our Board has designated three principal standing committees: our Audit Committee, our Compensation Committee, and our Nominating and Corporate Governance Committee.

Audit Committee.Our Audit Committee has been established in accordance with Section 303A.06 of the NYSE Rules and Rule10A-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for the overall purpose of overseeing the Company’s accounting and financial reporting processes and audits of our financial statements. Our Audit Committee is responsible for monitoring (i) the integrity of our financial statements, (ii) our independent registered public accounting firm’s qualifications and independence, (iii) the performance of our internal audit function and independent auditors, and (iv) our compliance with legal and regulatory requirements. The responsibilities and authority of our Audit Committee are described in further detail in the Charter of the Audit Committee of our Board of Spectrum Brands Holdings, Inc., as adopted by our Board in July 2018, a copy of which is available at our Internet website at www.spectrumbrands.com under “Investor Relations – Corporate Governance Highlights.”

The current members of our Audit Committee are Terry L. Polistina (Chairman), Kenneth C. Ambrecht and Hugh R. Rovit. Our Board has determined that each member of our Audit Committee is an Audit Committee Financial Expert. Each of Messrs. Polistina, Ambrecht and Rovit possesses the attributes of an “audit committee financial expert” set forth in the rules promulgated by the SEC in furtherance of Section 407 of the Sarbanes-Oxley Act of 2002. Prior to the Merger, the members of our Audit Committee were Gerald Luterman (Chairman), Curtis Glovier and Frank Ianna. Mr. Luterman and Mr. Ianna qualified as “audit committee financial experts.”

Our Board has made a determination that all of the members of our Audit Committee qualify as independent, as such term is defined in Section 303A.02 of the NYSE Rules, Section 10A(m)(3)(B) of the Exchange Act, and Exchange Act Rule10A-3(b).

Compensation Committee.Our Compensation Committee is responsible for (i) overseeing our compensation and employee benefits plans and practices, including our executive compensation plans and our incentive-compensation and equity-based plans, (ii) evaluating and approving the performance of our Executive Chairman and our CEO and other executive officers in light of those goals and objectives, and (iii) reviewing and discussing with management our compensation discussion and analysis disclosure and compensation committee reports in order to comply with our public reporting requirements. The responsibilities and authority of our Compensation Committee are described in further detail in the Charter of the Compensation Committee of the Board of Spectrum Brands Holdings, Inc., as adopted by our Board in July 2018, a copy of which is available at our Internet website at www.spectrumbrands.com under “Investor Relations – Corporate Governance Highlights.”Insider Participation

The current members of our Compensation Committee are Kenneth C. Ambrecht (Chairman), Norman S. Matthews and Terry L. Polistina. Prior to the Merger,Polistina (Chair), Sherianne James and Gautam Patel. During Fiscal 2020, none of the members of our Compensation Committee were Frank Ianna (Chairman), Curtis Glovier, Gerald Lutermanan officer or employee of the Company. In addition, during Fiscal 2020, none of our executive officers served as a member of the compensation committee of any other entity that has one or more executive officers serving on our Board or our Compensation Committee.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our directors, officers and Andrew McKnight.

AUDIT COMMITTEE REPORT

Our Audit Committee consists of TerryGautam Patel (Chair), Leslie L. Polistina, Kenneth C. AmbrechtCampbell, Joan Chow, and Hugh R. Rovit. The Audit Committee operates under, and has the responsibility and authority set forth in, the written charter adopted by the Board, of Directors, which can be viewed on our website, www.spectrumbrands.com, under “Investor Relations – Corporate Governance.”

The Audit Committee Charter adopted by the Board of Directors incorporates requirements mandated by the Sarbanes-Oxley Act of 2002 and the NYSE listing standards. All members of the Audit Committee are independent as defined by SEC rules and NYSE listing standards. At least one member of the Audit Committee is an “audit committee financial expert” as defined by SEC rules.

Management is responsible for our internal controls and the financial reporting process. Our independent registered public accounting firm, KPMG LLP, is responsible for performing an independent audit of our consolidated financial statements in accordance with generally accepted auditing standards in the United States of America and auditing the Company’s internal control over financial reporting and issuing their reports thereon. The Audit Committee’s responsibility is to monitor and oversee these processes.

In this context, the Audit Committee has reviewed and discussed with management and KPMG LLP the audited financial statements for the fiscal year ended September 30, 2018,2020, management’s assessment of the effectiveness of the Company’s internal control over financial reporting, and KPMG LLP’s audit of the Company’s internal control over financial reporting. The Audit Committee also adopted a resolution stating that the Audit Committee must approve on an engagement by engagement basis any individualnon-audit or tax engagement in any12-month period. The Audit Committee haspre-approved other specified audit, or audit related services, provided that the fees incurred by KPMG LLP in connection with any individual engagement do not exceed $200,000 in any12-month period. The Audit Committee has discussed with KPMG LLP the matters that are required to be discussed by Auditing Standard No. 16 (Communications with Audit Committees). In addition, KPMG LLP has provided the Audit Committee with the written disclosures and the letter required by the applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit Committee concerning independence and the Audit Committee has discussed with KPMG LLP their firm’s independence. The Audit Committee concluded that the provision of services by the independent auditors did not impair their independence.

In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements for the fiscal year ended September 30, 20182020 be included in our Annual Report on Form10-K filed with the SEC for that year. The Audit Committee also recommended to the Board of Directors that KPMG LLP be appointed as our independent registered public accounting firm for Fiscal 2019.2021.

The foregoing report is furnished by the Audit Committee of the Board of Directors.Board.

AUDIT COMMITTEE

TerryGautam Patel, Chairman

Leslie L. Polistina, ChairmanCampbell

Kenneth C. AmbrechtJoan Chow

Hugh R. Rovit

COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis (the “CD&A”) section summarizes our general philosophy with respect to the compensation of our CEO, CFO and our three most highly paid executive officers in Fiscal 2020 (collectively, our “named executive officers” or “NEOs”). This CD&A provides an overview and analysis of ourthe compensation programs and policies for our NEOs, the material compensation decisions made by our Compensation Committee under thosesuch programs and policies and the material factors considered by the Compensation Committee in making those decisions. The discussion below is intended to help you understand the detailed information provided in our executive compensation tables and put that information into context within our overall compensation philosophy.

See the first question and response under the heading “General Information About the Proxy Statement and Annual Meeting” elsewhere in this report to better understand the following disclosures.

As discussed earlier in this proxy statement, during Fiscal 2018 certain of the Company’s NEOs were the officers of New SPB, SPB Legacy and/or HRG Legacy. In order to help you understand the overall compensation earned or paid to such individuals during Fiscal 2018, Fiscal 2017 and Fiscal 2016, this Compensation Discussion and Analysis discloses the compensation our NEOs earned or received from New SPB, SPB Legacy and HRG Legacy during such years. In addition, since the Fiscal 2018 compensation plans and programs of New SPB are a continuation of the compensation plans of SPB Legacy, unless indicated otherwise herein, the compensation plans and programs of these two companies have been aggregated as a single plan or program. The compensation plans and programs of HRG Legacy, which were terminated at the Merger Closing Date and applied only to the HRG Legacy NEOs, are reported with respect to HRG Legacy only and only until the Merger Closing Date. In reviewing this disclosure, it is important to note that until the Merger Closing Date, the Company and HRG Legacy had two sets of officers and directors performing services for two separate companies and each had separate compensation plans until the companies were merged at the Merger. Upon the completion of the Merger, the officers and directors of HRG Legacy resigned their positions and one set of officers and directors provided services to the combined company.

Fiscal 20182020 Named Executive Officers

Our NEOs for Fiscal 2020 were:

Highlights/Executive Summary

Our executive compensation program is designed to link pay for performance, encourage prudent decision-making and create a balanced focus on short-term and long-term performance and value creation. Our executive compensation is heavily weighted toward variable compensation, as described in more detail below, which is central to our philosophy that a significant portion of compensation align with the achievement of performance goals. The seriesthree primary components of tables following this Compensation Discussionour executive compensation are base salary, our Management Incentive Program (“MIP”) and Analysis provides more detailed information concerningour equity based, long-term incentive program (“LTIP”). Our MIP and LTIP include goals tied directly to the performance of the Company.

Our teams faced and overcame many challenges during Fiscal 2020 that drove tangible and impressive results. Continued focus on our Global Productivity Improvement Program yielded improvements to create a better, faster, and stronger company propelling our efforts to reinvest in and reignite growth. Additionally, we weathered demand and supply interruptions from the COVID-19 pandemic while abiding by all government mandates. We also overcame gross tariff headwinds of over $120 million, which were about $70 million higher than the prior year. It has been imperative that we maintain compensation earned or paidprograms that retain, encourage, and reward a strong management team to drive a business strategy that has not only allowed us to weather the storm but thrive and create gains for our investors.

We are proud of the success we had in Fiscal 2018, Fiscal 20172020 and Fiscal 2016 forits aftermath and the following individuals (each a “named executive officer” or “NEO” for all or a portionreturns to our investors during this period. From the last day of Fiscal 2018):

During Fiscal 2018, Messrs. Steinberg, Zargar and Nicholson only participated in the executive compensation programs of HRG Legacy and did not participate in the executive compensation programs of New SPB or SPB Legacy. In Fiscal 2018, Messrs. Maura, Martin, Rouvé and Fagre and Ms. Neu only participated in the executive compensation programs of New SPB and SPB Legacy and did not participate in the executive compensation programs of HRG Legacy. During Fiscal 2018, Messrs. Steinberg and Zargar received ordinary board fees for their service as directors of SPB Legacy, Mr. Steinberg received ordinary board fees for his service as a director of HRG Legacy and New SPB and Mr. Zargar received $20,000 in connection with his provision of consulting and advisory services to New SPB from August 2018 through September of 2018. While Mr. Maurathis is described further below.

servedThe Transformation of Our Company and Our Fiscal 2020 Accomplishments

Over the past several years, we commenced or completed substantial and transformative changes at our Company and delivered on a number of important accomplishments. These changes positioned the Company well to not only survive but thrive during Fiscal 2020, notwithstanding the challenges posed by the COVID-19 pandemic on both our supply chain and customer base and the ongoing impact of tariffs. Some of these transformative changes and important accomplishments are summarized below under five broad categories: (i) management team and Board member changes, (ii) corporate governance, (iii) compensation practice changes, (iv) strategic and operational accomplishments and (v) our Fiscal 2020 results. Our transformative changes and initiatives were designed to provide significant and positive outcomes for the Company and our shareholders.

Management and Board Member Composition

We have made significant changes to our executive management team and our Board over the past few years. Following the appointment of Mr. Smeltser as CFO in the first quarter of 2020, there have been no further changes to senior management in Fiscal 2020. This follows two prior years of changes to our management which, coupled with the appointment of Mr. Smeltser as CFO in Fiscal 2020, put in place a directortop notch, talented, and stable leadership team which allowed us not only to weather the significant challenges presented by the COVID-19 pandemic, but to deliver financial performance ahead of HRG Legacy until December of 2017, he did not receive any payments from HRG Legacy for such service. While Mr. Steinberg served as the Chief Executive Officer of HRG Legacy, he did not receive compensation for such serviceour Fiscal 2020 annual operating plan.

On October 9, 2020, we appointed Gautam Patel and instead only received ordinary board fees as described aboveAnne S. Ward, each an independent, highly qualified, and from another former subsidiary of HRG Legacy, FGL.

HRG Legacy Compensation Programs

HRG Legacy’s compensation programsdiverse background candidate to our Board. These appointments were administered by its Compensation Committee. For Fiscal 2018,made in considerationresponse to shareholder feedback and in furtherance of the limitedBoard’s commitment to advancing our Board’s knowledge base and skill set and advancing diversity and gender inclusion. The Board and Ms. Ward have mutually agreed that Ms. Ward shall not be re-nominated to the Board upon the completion of her term at the Annual Meeting. The decision not to be re-nominated to the Board was made to allow Ms. Ward to pursue other opportunities and not because of any disagreement with the Company on matters relating to its operations, policies or practices. Our Board believes that the Company and its stakeholders are benefited by a highly skilled board with a significant variety of expertise and experiences and diversity across race, gender, and ethnicity. In addition, as part of the Company’s shareholder engagement program and its commitment to improved corporate governance, the Board also adopted a Board Diversity Policy, which is further described on page 24 of this Proxy Statement.

We believe the changes we have made over the past several years resulted in a senior management team and a Board with a skillset that aligns with our current going forward operating model and business strategy and has contributed to the success we had in Fiscal 2020 and that we envision in upcoming years. We are proud that majority of our Board is comprised of female and diverse background members and our five NEOs include a woman and an executive with a diverse background. We have advanced our aim of promoting diversity.

Corporate Governance Changes

On the corporate governance front, since completing the merger with our controlling stockholder, HRG, in July of 2018, we have consistently taken action to adopt best practices and improve our corporate governance. Our corporate governance practices now include appointing a lead independent director, increasing diversity among our Board and executive team, a majority of independent directors, all of our committees of the Board being composed of independent directors, all members of our Audit Committee being financial experts and hiring a new independent compensation consultant. In connection with such changes, we have adopted or strengthened a number of employees at HRG Legacyour corporate governance policies, including our corporate governance and in connection with HRG Legacy’s general reviewcode of its strategic alternativesethics policies, our majority voting and short-term employment expectations, the executive compensation philosophydirector resignation policy, our related person transaction policy, our anti-hedging policy, our anti-pledging policy and our stock ownership policy.

In order to promote our ESG efforts, we have also adopted a number of HRG Legacy was focused on the retention of its executivesnew policies and cash payments to its executives upon the achievement of certain tasks and/or time service requirements. HRG Legacy’s Compensation Committee considered several factors in designing levels of compensation,procedures including, but not limited to, historical levels of pay for each executive, turnover in the executive ranks,adopting a new global environmental, social and its judgment about retention risk with regard to each executive relative to his or her importance to the execution of HRG Legacy’s business strategy. More specifically, the principal elements of compensation for HRG Legacy’s NEOs in Fiscal 2018 were: base salary, retention bonus payable in cash,governance policy, a new global energy and limited benefits. During Fiscal 2018, HRG Legacy also provided its NEOs with standard medical, dental, vision, disability and life insurance benefits available to employees generally. Messrs. Nicholson and Zargar also participated in a supplemental health insurance plan that provided supplemental insurance coverage for certainout-of-pocket healthcare expenses.

HRG Legacy limited the use of perquisites as a method of compensation and provided executive officers with only those perquisites that it believed were reasonable and consistent with its overall compensation program to better enable it to attract and retain superior employees for key positions. In this regard, its NEOs were eligible to participate in a flexible perquisite account under its FlexNet Program and a 401(k) Retirement Savings Plan (the “HRG Legacy 401(k) Plan”), which are described further below and quantified in the Summary Compensation Table.

Base Salary

The annual base salaries for Messrs. Zargar and Nicholson for their service to HRG Legacy were initially set forth in each executive’s employment agreement, subject to subsequent review by the HRG Legacy Compensation Committee. Mr. Steinberg did not receive a base salary from HRG Legacy, Mr. Zargar’s annual base salary was $400,000 and Mr. Nicholson’s annual base salary was $338,000. The HRG Legacy Compensation Committee reviewed the applicable salaries of its NEOs during Fiscal 2018 and determined to make no changes in the salary levels.

Retention Payments

As discussed herein, in connection with its review of strategic alternatives and short-term employment expectations, HRG Legacy determined to focus its bonus program on the retention of its executives and provided cash payment to its executives upon the achievement of certain tasks and/or time service requirements.

For Fiscal 2018, Mr. Nicholson received a retention bonus equal to $750,000 pursuant to retention bonus arrangements entered into with HRG Legacy, plus aone-time payment of $200,000 and continued COBRA coverage or reimbursement for up to 12 months and such payments were in lieu of any severance or annual bonus payments. For Fiscal 2018, Mr. Zargar earned a retention bonus equal to $5,000,000 and continued COBRA coverage or reimbursement for up to 12 months pursuant to retention bonus arrangements entered into with HRG Legacy and such payments were in lieu of any severance or annual bonus payments. In addition, Mr. Zargar received a payment of $100,000 in lieu of the unused balance in connection with his FlexNet account.

As discussed above, Mr. Steinberg did not receive compensation in his capacity as the Chief Executive Officer of HRG Legacy and thus did not receive any bonus for Fiscal 2018.greenhouse gas

Forpolicy and further details on the bonus amounts paid to the Namedstrengthened our environmental policy and human rights policy. See “Directors, Executive Officers for Fiscal 2018, see the sections entitled “Summary Compensation Table” and “Agreements with HRG Legacy NEOs.”Corporate Governance-Corporate Governance-Our Practices and Policies”.

BenefitsCompensation Practice Changes

HRG Legacy limited the useLonger-term vesting schedules. As part of perquisites as a method of compensation and provided named executive officers with only those perquisites that it believed were reasonable and consistent with its overallour transformation changes, in Fiscal 2019, we improved our equity compensation program to better enable itdrive longer term service and performance. As reflected in our LTIP grants in Fiscal 2020, we changed the vesting schedules of our equity programs to attracthave best governance three-year cliff vesting for time vesting awards and retain superior employeesthree-year performance programs for key positions. In this regard, its NEOs were eligible to participateperformance vesting awards, replacing prior programs which had one and two-year vesting schedules.

One-Time Bridge Grants. As described in a flexible perquisite account under its FlexNet Program, which permitted them to be reimbursed for certain eligible personal expenses, upthe CD&A in last year’s proxy statement, the transition to a per year cap of $50,000 for Mr. Zargarthree-year cliff vesting performance and $25,000 for Mr. Nicholson. In connection with the Merger, any remaining and unused amountsservice period under the FlexNet Program were paid outnew LTIP created a “gap” in cashour employees’ compensation opportunity, in that, under this new plan, there would be no long-term incentive vesting opportunity from the beginning of Fiscal 2019 until September 30, 2021. The lack of any potential vesting or payout of long-term compensation opportunities during Fiscal 2019 and 2020 raised retention concerns. To address this gap, our Compensation Committee granted our NEOs and other selected employees special “Bridge Grants” in early Fiscal 2019. The Bridge Grants contributed significantly to the participants. Eligible expenses under this program included, but were not limited to, reimbursement for tax preparation, legal services, education programs, health and wellness programs, technology and personal computers, wills and estate planning services and transportation services. Participants were responsible for payment of taxes on FlexNet payments. Reimbursements, at participants’ elections, could have been net of taxes and/or included an estimated tax payment, subject to the annual maximum reimbursement cap. The perquisites provided to the HRG Legacy NEOs are quantifiedreported compensation in the Summary Compensation Table below.

HRG Legacy also sponsored the HRG Legacy 401(k) Plan in which eligible participants were permitted to defer a fixed amount or a percentage of their eligible compensation, subject to limitations. In Fiscal 2018, HRG Legacy made discretionary matching contributions of up to 5% of eligible compensation.

HRG Legacy did not grant equity awards to its NEOs for Fiscal 20182019 in connection with their service as NEOs.last year’s proxy statement, and the portion of the Bridge Grants dependent on Fiscal 2020 performance is reported in the Fiscal 2020 Summary Compensation Table numbers below.

Agreements with HRG Legacy NEOs

HRG Legacy had entered into written agreements with Mr. ZargarThese Bridge Grants were granted at the beginning of Fiscal 2019 and Mr. Nicholson with respect to their service as employees of HRG Legacy, as described below. HRG Legacy did not enter into a written agreement with Mr. Steinberg because Mr. Steinberg did not receive compensation from HRG Legacy for his service as its Chief Executive Officer.

Agreements with Mr. Zargar

On October 1, 2012, HRG Legacy entered into an amended and restated employment agreement with Mr. Zargar. Pursuant to his employment agreement, Mr. Zargar’s annual base salary was $250,000 and Mr. Zargar was also eligible for an annual bonus. On April 19, 2015, Mr. Zargar’s base salary was increased to $400,000. Effective January 1, 2017, Mr. Zargar was appointed as Executive Vice President and Chief Operating Officer of HRG Legacy, in addition to his prior General Counsel and Corporate Secretary roles.

On January 20, 2017, HRG Legacy and Mr. Zargar entered into a retention agreement (the “Prior Zargar Retention Agreement”). The Prior Zargar Retention Agreement waswere designed to retaincover two performance cycles—the Fiscal 2019 compensation cycle and incentivize Mr. Zargar to remain employed with HRG Legacy duringthe Fiscal 2017; thus he2020 compensation cycle. The Bridge Grants consisted of the following elements: 60% of the original number of shares granted was eligible to receive (i) $2,000,000vest based on June 30, 2017, (ii) $1,000,000performance metrics (30% for Fiscal 2019 performance and 30% for Fiscal 2020 performance), while 40% was eligible to vest solely based on October 2, 2017, (iii) $1,000,000continued service (20% through November 21, 2019 and 20% through November 21, 2020). As a result, the 30% portion of the Bridge Grants dependent on Fiscal 2020 performance is reported in the closingSummary Compensation Table below as Fiscal 2020 compensation. We achieved the performance metrics for both Fiscal 2019 and Fiscal 2020.

Recent Compensation Changes

As discussed further in this CD&A, since Fiscal 2020 we have made severance enhancement to our executive compensation programs, including the ones listed below. We continue to make changes to our executive compensation programs in response to shareholder feedback and developments.

Strategic and Operational Accomplishments

Prior to Fiscal 2020, we completed several significant strategic accomplishments which have positioned us to thrive in the current macroeconomic climate. These accomplishments included: (i) the completion of its assets and (iv) COBRA reimbursement for a period of up to six months post-termination. The $2,000,000 referenced above was paid to Mr. Zargar on June 30, 2017 and the $1,000,000 was paid to Mr. Zargar on October 2, 2017.

On September 15, 2017,merger with our previous majority shareholder, HRG Legacy, which, among other things, allowed us to acquire tax assets at a discount and Mr. Zargar entered into an amended(ii) streamlining our business with the disposition of two non-core business units (our global battery and restated retention letter agreement, designedlighting business and our global auto care business) in asset sales which generated approximately $2.9 billion (before adjustments) in proceeds which was used to retainaggressively pay down debt and incentivize Mr. Zargarde-lever our balance sheet. Additionally, we ended Fiscal 2020 with a strong balance sheet composed of $1.1 billion in total liquidity and a net debt to remain employedAdjusted EBITDA leverage ratio of 3.4 times.

Following the completion of the asset sales, we continued to drive efficiencies thorough our Global Productivity Improvement Program, which is a review of the Company’s operations with HRG Legacya view towards resetting our operating model and business strategies to lower costs, improve efficiencies and enable greater organic growth for each of our divisions. This assessment yielded key findings that we have been using to overhaul our operating and strategy model, our commercial go-to-market plans, our sourcing and procurement processes and our use of technology and automation to operate our business more efficiently. These actions are expected to reduce our overall annualized operating costs by a total of at least $150 million. Through the end of Fiscal 2020, we have captured over $90 million of gross cost savings from the Fiscal 2018 baseline and our expected savings in Fiscal 2021 and beyond will continue to place the Company on a positive trajectory in the future. We have reinvested a substantial portion of the savings in growth-enabling activities, including improved consumer insights, consumer and additional research and development and marketing. For example, in Fiscal 2020, the Company meaningfully increased spending on advertising and promotion by 46% to $49.8 million to reinvest behind our brands, raise awareness and drive future organic growth.

Our Fiscal 2020 Results

Significantly Improved Financial Strength

Our efforts to reinvest in and reignite growth across our business units are driving tangible and impressive results. We believe that our transformational activities described above positioned us to meet the challenges and succeed in Fiscal 2020.    Highlights of our Fiscal 2020 performance are the following.

Below is a summary of our Fiscal 2020 highlights.

Detailed information regarding the non-GAAP financial measures described above is provided below in Appendix A.

Agreement. Pursuant toFiscal 2020 Executive Compensation Overview

Our Fiscal 2020 executive compensation program includes base salary, annual bonus or MIP and the Restated Zargar Retention Agreement,LTIP program. This program was designed after taking into account feedback from shareholders, based on our robust outreach efforts. Highlights of our executive compensation program in addition toFiscal 2020 included the retention payments which were previously received, Mr. Zargar was eligible to receive (i) a payment equal to $2,000,000 on June 30, 2018, (ii) a payment equal to $2,000,000, on October 1, 2018, (iii) a payment equal to $1,000,000 on the later of (x) closing of a sale, merger, change in control or other strategic transaction involving the HRG Legacy beneficial ownership interests in HRG Legacy’s former subsidiary, Fidelity & Guaranty Life (“FGL”) or (y) January 15, 2018, and (iv) COBRA reimbursement for a period of up to 12 months post-termination, subjectfollowing:

Our Compensation Governance Best Practices

We have adopted significant policies with respect to (i) through (iii),our executive compensation programs, which help to Mr. Zargar’s continued employmentfurther align our executives’ interests with HRG Legacy through such dates. Notwithstanding the foregoing, to the extent not yet paid, Mr. Zargar was eligible to receive the payments upon a termination without cause or resignation for good reason. In addition, in accordance with the terms of the Restated Zargar Retention Agreement, payments were accelerated to the Merger Closing Date. In addition, pursuant to the Restated Zargar Retention Agreement, his options to acquire stock of HRG Legacy would be exercisable for one year post-termination of employment, subject to certain additional extensions. To the extent not previously made, the payments described above were made by HRG Legacy to Mr. Zargar promptly following the Merger Close Date. As a condition to receiving such payments, Mr. Zargar executed a customary release in favor of HRG Legacy. The payments made to Mr. Zargar were in lieu of any severance or other bonus payments.

On July 30, 2018, the Company entered into a consulting agreement (the “Consulting Agreement”) with Mr. Zargar, for the provision of business and consulting services to the Company by Mr. Zargar as an independent contractor, for a period of three months, subject to early termination by either party. Under the Consulting Agreement, Mr. Zargar was entitled to receive a consulting fee at the rate of $10,000 per month plus reimbursement for reasonably incurredout-of-pocket expenses. The Consulting Agreement was terminated by mutual consent as of September 30, 2018 and Mr. Zargar received a total of $20,000 plus reimbursement for certain expenses.

On September 13, 2018, New SPB, its subsidiary Spectrum Brands, Inc. (“SBI”) and Mr. Zargar entered into an employment agreement (the “2018 Zargar Employment Agreement”) , which became effective as of October 1, 2018. The initial term of the 2018 Zargar Employment Agreement will extend until September 30, 2021, subject to earlier termination, with automaticone-year renewals thereafter unless the 2018 Zargar Employment Agreement is terminated by either party with at least 90 days’ prior written notice to the other party. The 2018 Zargar Employment Agreement provides Mr. Zargar with an annual base salary of $400,000 and he will be eligible to receive a performance-based management incentive plan bonus for each fiscal year starting in Fiscal 2019, based on a target of at least 60% of the then-current base salary (the “Target Amount”) paid during the applicable fiscal year during the term, provided the Company achieves certain annual performance goals as established by the Board and/or the Compensation Committee of the Board. If such performance goals are met, the bonus will be payable in cash or stock. If Mr. Zargar exceeds the performance targets, the bonus will be increased in accordance with the formula approved by the Compensation Committee provided that the bonus will not exceed 200% of the Target Amount.

In connection with his employment with New SPB, Mr. Zargar will receive equity awards in Fiscal 2019 for the performance periods, with the terms and conditions, and in such amounts as determined by the Compensation Committee. Mr. Zargar will also be eligible for future awards under the Company’s equity plan at the discretion of the Compensation Committee and/or Board and will be eligible to participate in future multi-year incentive programs as may be adopted from time to time. The 2018 Zargar Employment Agreement also provides Mr. Zargar with certain other compensation and benefits, including the following: (i) four weeks of paid vacation for each full year; (ii) eligibility for Mr. Zargar to participate in the Company’s executive auto lease program; (iii) a stipend for corporate apartment and income tax filings and returns preparation and advice and estate planning advice; and (iv) eligibility for Mr. Zargar to participate in any of the Company’s insurance plans and other benefits, if any, as the benefits are made available to other executive officers of the Company.

Under the 2018 Zargar Employment Agreement, Mr. Zargar is entitled to receive severance benefits if his employment is terminated under certain circumstances. If Mr. Zargar’s employment is terminated by the

New SPBShareholder Engagement

Our Board takes its management oversight responsibilities seriously. Our key values are predicated on strong and SPB Legacy Compensation Programseffective governance, independent thought and decision-making and a commitment to driving shareholder value. We received a vote of 84% from our shareholders with respect to our executive compensation at our 2020 Annual Meeting. This followed a vote of over 97% from our shareholders with respect to our executive compensation in the prior year. As discussed below, we highly value the input of our shareholders and took this into account as we designed our programs.

What we learn through our ongoing engagements is regularly shared with our Board and incorporated into our disclosures, plans and practices, as deemed appropriate.

During Fiscal 2019, we invited shareholders representing nearly 46% of our outstanding shares to discuss their views with our Board regarding our business strategy, corporate governance and executive compensation programs.

Partially in response to such feedback below and input from a proxy advisory firm, we made the following changes over the past two years:

In light of our values and to reinforce shareholder confidence in our executive compensation programs, we took the following additional actions.

In Fiscal 2020, we further enhanced our shareholder outreach efforts, as follows:

During our dialogue with shareholders in Fiscal 2020, we received the following feedback:

We continue to engage in rigorous shareholder outreach and SPB Legacy,are doing so in Fiscal 2021 to understand potential shareholder concerns and the actions of the Compensation Committees for these companies, for ease of discussion we are treating the programsinput on a unified basis.variety of matters.

Executive SummaryCompensation Overview and Philosophy

Our compensation programs are administered by our Compensation Committee. Our compensation programs are designed to attract and retain highly qualified executives, to align the compensation paid to executives with the business strategies of our Company, and to align the interests of our executives with the interests of our stockholders. In Fiscal 2018,2020, these programs were based on our“pay-for-performance” philosophy in which variable compensation represents a majority of an executive’s potential compensation. The variable incentive compensation programs continued our focus on the company-wideCompany-wide goals of increasing growth and earnings, maximizing free cash flow generation and building for superior long-term shareholder returns.

In terms of our Fiscal 2018 performance against Each year, the targets set by our Compensation Committee atand the beginningCompany, along with the assistance of an independent compensation consultant, go through a thoughtful process to review risks and opportunities applicable to the Company. As noted above, Fiscal 2018, we exceeded2020 was a successful year as our teams overcame many challenges, including demand and supply interruptions from the minimum threshold performance target for company-wide net sales, but did not achieve the minimum threshold performance targets for company-wide adjusted EBITDA or adjusted free cash flow (“FCF” or “Free Cash Flow”). Accordingly, there were no payments earned by the SPB LegacyCOVID-19 pandemic and New SPB executives under the Fiscal 2018 annual or multi-year equity incentive plans,gross tariff headwinds and onlydelivered on our Global Productivity Improvement Program creating a limited payment was made under the Company’s annual cash bonus plan known as the MIP. Further details on the incentive plans, the applicable targetsbetter, faster and actual performance in Fiscal 2018 are set forth below, as well as the specific definitions of the performance metrics.stronger company.

In establishing our compensation programs for Fiscal 2020, our Compensation Committee obtainsobtained the advice of its independent compensation consultant, Lyons, Benenson & Company Inc. (“LB&Co.”) and Pearl Meyer & Co.”Partners (“Pearl Meyer”), as independent compensation consultants and evaluatesevaluated the compensation programs with reference to a peer group of 1514 companies, as outlined in the section entitled “Rolebelow, “Role of Committee-Retained Consultant.Consultants.” During the middle of Fiscal 2020, our Committee retained a new independent consultant, WTW, who replaced LB&Co. and Pearl Meyer for going forward compensation decisions.

Background on Compensation Considerations

Our Compensation Committee pursued several objectives in determining itsour executive compensation programs for Fiscal 2018. It sought to2020:

In order to pursue these objectives, our Compensation Committee:

to assist in formulating and evaluating executive and director compensation programs. Prior to the retention of WTW to replace its prior consultants, the Committee retained the services of the consultants, LB&Co. and Pearl Meyer, who assisted them in approving the targets for the 2020 MIP and the 2020 LTIP grants, each of which are reported in the Summary Compensation Table below.

In addition, our Compensation Committee consulted with our CEO regarding the Company’s compensation plans and performance targets, however, our CEO did not participate in any discussions with respect to his own compensation. From time to time, our Compensation Committee also consulted with other senior executives of our Company and outside counsel.

WTW provided advice on the executive compensation implications of changes to our business (including our Global Productivity Improvement Plan, demand, and supply interruptions from the COVID-19 pandemic), our corporate governance and compensation structure and the philosophy of our executive compensation plans. During the past year,second half of Fiscal 2020, our Compensation Committee periodically requested LB & Co.WTW to:

Our Compensation Committee reviews market data as part of assessing the appropriateness and Pet Company, Church & Dwight Co., Inc., The Clorox Company, Edgewell Personal Care Company, Energizer Holdings, Inc., Fortune Brands Home & Security, Inc., Hanesbrands, Inc., Hasbro, Inc., Helenreasonableness of Troy Limited, Mattel, Inc., Newell Brands, Inc., Nu Skin Enterprises, Inc., The ScottsMiracle-Gro Company, Stanley Black & Decker, Inc.,our compensation levels and Tupperware Brands Corporation. There was no change in the compositionmix of the peer group companies from Fiscal 2017 to Fiscal 2018. Whilepay. Although our Compensation Committee does not target a particular range for total compensation as compared to our peer group, it does take this information into account when establishing our compensation programs.

No fees were paid to LB & Co.&Co., Pearl Meyer or WTW for services other than executive and director compensation consulting during Fiscal 2018.2020. In accordance with SEC rules, our Compensation Committee considered the independence of LB & Co.&Co., Pearl Meyer and WTW including an assessment of the following factors: (i) other services provided to SPB Legacy and New SPB or to HRG Legacythe Company by the consultant;each consultant, (ii) fees paid by SPB Legacy and New SPBthe Company as a percentage of the consulting firm’s total revenue;revenue, (iii) policies or procedures maintained by LB & Co.&Co., Pearl Meyer and WTW that are designed to prevent a conflictconflicts of interest;interest, (iv) any business or personal relationships between the individual consultants involved in the engagement and any member of our Compensation Committee;Committee, (v) any SPB Legacy, HRG Legacy or New SPBCompany stock owned by individual consultants involved in the engagement;engagement and (vi) any business or personal relationships between our executive officers and LB & Co.the consultants or the individual consultants involved in the engagement. Our Compensation Committee has concluded that no conflictconflicts of interest exists that prevented LB & Co.&Co., Pearl Meyer or WTW from independently representingadvising our Compensation Committee during Fiscal 2018.2020.

Agreements with SPB Legacy and New SPB NEOsCompensation Elements

Our Compensation Committee periodically evaluates the appropriateness of entering into employment agreements, severance agreements or other written agreements with members of the Company’sIn Fiscal 2020, our ongoing annual compensation for our NEOs to govern compensation and other aspects of the employment relationship. During Fiscal 2018, SPB Legacy and its wholly owned subsidiary, SBI, had written employment agreements withincluded the following executive officers: (i) an Employment Agreement, dated January 20, 2016, as amended and restated on dated April 25, 2018, with Mr. Maura (the “Maura Employment Agreement”); (ii) an Employment Agreement, dated September 1, 2014, as amended and restated on December 15, 2016, with Mr. Martin (the “Martin Employment Agreement”); (iii) an Employment Agreement, dated March 16, 2015, as amended and restated on December 15, 2016, with Mr. Rouvé (the “Rouvé Employment Agreement”) and a Separation Agreement and Release, dated April 25, 2018, with Mr. Rouvé (the “Rouvé Separation Agreement”); (iv) a Severance Agreement, dated November 19, 2012, with Mr. Fagre (the “Fagre Severance Agreement”) and a Separation and Release Agreement, dated September 12, 2018, with Mr. Fagre (the “Fagre Separation Agreement”); and (v) a Severance Agreement, dated September 1, 2009, with Ms. Neu (the “Neu Severance Agreement”) and a Separation and Release Agreement, dated September 12, 2018, with Ms. Neu (the “Neu Separation Agreement”).elements:

Agreement with Mr. Maura

Pursuant to the Maura Agreement, the initial term will be until April 24, 2021, subject to earlier termination, with automaticone-year renewals thereafter. The Maura Employment Agreement provides Mr. Maura with an annual base salary as Executive Chairman of $700,000 and an annual base salary of $200,000 for the duration of his services as CEO and he will be eligible to receive a performance-based management incentive plan (“MIP”) bonus for each fiscal year, based on a target of 125% of his total base salary, as may be applicable at the time (the “Target Amount”), paid during the applicable fiscal year during the term of the Maura Employment Agreement, provided the Company achieves certain annual performance goals as established by the Board and/or the Compensation Committee. If such performance goals are met, the MIP bonus will be payable in cash and/or stock. If Mr. Maura exceeds the performance targets, the bonus will be increased in accordance with the formula approved by the Compensation Committee no later than the close of the first quarter of the year following the applicable fiscal year; provided that the bonus will not exceed 250% of the Target Amount.

Mr. Maura received an additional award valued at $200,000 under the SPB Legacy 2018 Equity Incentive Plan (“EIP”). The Maura Employment Agreement does not change prior equity awards made to Mr. Maura, including prior grants made to Mr. Maura under the EIP. Mr. Maura is eligible for a performance based restricted stock unit award with a target value of $3,000,000 for his service as Executive Chairman and $200,000 as Chief Executive Officer for each year during the term. In addition, at the discretion of the Compensation Committee and/or the Board, Mr. Maura is also eligible to receive future grants and/or participate in future multi-year incentive programs.

The Maura Employment Agreement also provides Mr. Maura with, among other things: (i) four weeks of paid vacation for each full year; (ii) eligibility for Mr. Maura to participate in the Company’s executive auto lease program; (iii) a stipend for income tax filings and returns preparation and advice and estate planning advice; and (iv) eligibility for Mr. Maura to participate in any of the Company’s insurance plans and other benefits, if any, as the benefits are made available to other executive officers of the Company.

Under the Maura Employment Agreement, Mr. Maura is entitled to receive severance benefits if his employment is terminated under certain circumstances. In general, termination as Executive Chairman and as CEO is determined separately, so that termination from either position will generally provide for payments in respect only of that position, and a termination from both positions will provide for payments in respect of both positions.

Termination with Cause or Voluntary Termination by the Executive (Other Than for Good Reason). In the event that Mr. Maura is terminated with “cause” or terminates his employment voluntarily, other than for “good reason,” from his role as Executive Chairman, or as CEO, or all his roles, Mr. Maura’s compensation (with respect to such roles) and other benefits (in the case where he is terminated from all his roles) provided under his employment agreement cease at the time of such termination and Mr. Maura is entitled to no further compensation under his employment agreement with respect to such role. Notwithstanding this, the Company would pay to Mr. Maura accrued compensation and benefits and continuation of Company medical benefits to the extent required by law.

Termination without Cause, for Good Reason, Death or Disability, upon a Change in Control, or uponNon-Renewal. If Mr. Maura’s role as CEO is terminated (without terminating his role as Executive Chairman), on the basis of without “cause,” by the Company, by Mr. Maura for “good reason,” due to Mr. Maura’s death or disability, or upon a Company-initiatednon-renewal or upon a change in control, Mr. Maura will be entitled to receive the following severance benefits: (i) the vesting of $250,000 of his outstanding time-based equity awards, based on grant-date value, as determined by the Compensation Committee; (ii) a cash payment of $500,000 ratably monthly in arrears over the12-month period following such termination; and (iii) a pro rata portion, in cash, of the annual MIP bonus related to the base salary that Mr. Maura would have earned for the fiscal year in which termination occurs. Notwithstanding the foregoing, if Mr. Maura’s employment is terminated in a CIC

Under the MIP, each participant has the opportunity to earn a threshold, target, or maximum bonus amount that is 100% contingent upon achieving the annual performance goals set by our Compensation Committee and reviewed by our Board. Particular performance goals (such as increasing adjusted EBITDA) are established prior to or during the first quarter of the relevant fiscal year and reflect our Compensation Committee’s views at that time of the critical indicators of corporate success in light of primary business priorities.

The specific financial targets with respect to performance goals are then set by our Compensation Committee based on our annual operating plan, as approved by our Board, prior to or during the first fiscal quarter of the relevant fiscal year. The annual operating plan includes performance targets for the Company as a whole, as well as for each business segment. Note that in connection with the Merger, the Company adopted SPB Legacy’s MIP program, but excluded the impact both of the costs associated with the Merger and net sales, income and expenses relating to HRG Legacy activities during Fiscal 2018.

Fiscal 2018 MIP Program

The Fiscal 20182020 MIP program followed the plan design from prior years with the corporate goalsincluded a minimum financial threshold level for each of increasing Adjusted EBITDA growth and Adjusted Free Cash Flow, and addedbelow which no payout would be earned with respect to that objective. The achievement of the corporate goalgoals of increasing Net Sales.

One-Time Bridge Grants

In early Fiscal 2019, our NEOs received the one-time Bridge Grants described above. Although the grants were made and the number of shares determined at the beginning of Fiscal 2019 (as described in the CD&A in last year’s proxy statement), the final portion of these one-time grants is reported as part of Fiscal 2020 compensation in our Summary Compensation Table because they were dependent on Fiscal 2020 performance metrics to be determined in Fiscal 2020 . Half of this final Fiscal 2020 portion was eligible to vest if Adjusted EBITDA for Fiscal 2020 targets were met, and the other trade spend or consumer offershalf was eligible to vest if Adjusted Free Cash Flow for Fiscal 2020 targets were met, in each case subject to continued employment through November 21, 2020. The Bridge Grants, which were granted in connection with the Fiscal 2019 transition to a new single long-term incentive program that resultwill payout in a reductioncliff only at the end of revenue in accordance with generally accepted accounting principlesa three-year performance period ending September 30, 2021, were made at a roughly 15% discount from the compensation opportunities that would have been available under our prior long-term incentive plans during Fiscal 2019 and Fiscal 2020. For more information regarding the Bridge Grants, see page 34.Because of the special circumstances surrounding our transition to a new long-term equity plan noted above, the Bridge Grants are not indicative of our regular, ongoing annual compensation.

Analysis of our CEO’s Fiscal 2020 Compensation

Mr. Maura’s total Fiscal 2020 compensation is reported in the U.S. GAAP. Net SalesSummary Compensation Table.

As discussed above under “One-Time Bridge Grants”, achievement will exclude positive or negative impact(s) as a resultthe final portion of converting local currency sales into U.S. dollars), will include amountsthe one-time Bridge Grants impacted Mr. Maura’s Fiscal 2020 compensation, which is included in the Summary Compensation Table below on page 52. The final Fiscal 2020 performance portion of his Bridge Grant, valued at $3,011,339 for purposes of the table, which vested based on continued service through November 21, 2020, subject to meeting the Fiscal 2020 performance metrics. The Bridge Grant was approved by our Compensation Committee in early Fiscal 2019, with the advice of its prior independent compensation consultant. Because of the special circumstances surrounding our transition to a new long-term equity plan, the portion of the Bridge Grants included in Mr. Maura’s Fiscal 2020 compensation is not indicative of his regular, ongoing annual operating plan relating to acquisitions completedcompensation levels. If the Bridge Grant is excluded, Mr. Maura’s reported compensation in the prior yearFiscal 2020 would have been $7,937,019 instead of $10,948,358. The Bridge Grants are calculated in their entirety and will exclude amounts from acquisitions completednot impact Mr. Maura’s reported compensation in future years. The Bridge Grants were one-time, non-recurring compensation approved in early Fiscal 2019.

Fiscal 2020 Compensation Component Pay-Outs

Base Salary

The annual base salaries at the current year.end of Fiscal 2020 for our NEOs are set forth below:

Management Incentive Plan

For Fiscal 2018, the2020, our MIP award levels achievable at target for each participating NEO were as follows:

The Fiscal 20182020 MIP generally followed the plan design had a minimum financialfrom prior years with the corporate goals of increasing Adjusted EBITDA and Adjusted Free Cash Flow. Our Compensation Committee established the following weightings:

The table below shows the two performance metrics for our NEOs and the applicable levels of performance required to achieve threshold, target and maximum payouts. The performance metrics for each of our NEOs were equal to those established for the Company as a whole. The maximum MIP bonus payable is 250% of target for Mr. Maura and 200% for our other NEOs. As described in the table below, we achieved payouts of 138.69% based on Adjusted EBITDA Net Sales,achievement and 117.8% based on Adjusted Free Cash Flow, belownot giving effect to the impact on EBITDA or the cash flow impact of switching the payment to cash from shares.

Long Term Incentive Plan

Our Fiscal 2020 LTIP grants cover service and cumulative performance over the three-year period commencing October 1, 2019 and ending September 30, 2022. Of the total grant, 70% is in the form of PSUs and will vest based on the achievement of cumulative Adjusted EBITDA, cumulative Adjusted Free Cash Flow and Adjusted Return on Equity over the three-year period. The remaining 30% is in the form of RSUs, which no payout would be earnedwill vest based on continued service, with cliff vesting at the end of such three-year period. In addition, with respect to that objective. The achievementthe PSU component of the goalsLTIP, there is an opportunity to earn additional PSUs if superior performance is achieved (subject to a cap of Adjusted EBITDA, Net Sales,125% of the target PSUs).

The chart below sets forth the number of PSUs and Free Cash Flow is determined and earned independently of one another.