| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On May 5, 2022, Newell Brands Inc. (the “Company”) announced that Christopher H. Peterson, the Company’s current Chief Financial Officer and President, Business Operations has been appointed President of the Company. Mr. Peterson will now serve as President and Chief Financial Officer of the Company. Mr. Saligram will continue to serve as the Company’s Chief Executive Officer. A copy of the press release announcing Mr. Peterson’s appointment, dated May 5, 2022, is attached to this report as Exhibit 99.1 and incorporated by reference herein.
Christopher H. Peterson, age 55, has served as the Chief Financial Officer of the Company since December 2018 and President, Business Operations since February 2020. He also served as Interim Chief Executive Officer from June 28, 2019 until October 2, 2019. From April 2018 to August 2018, Mr. Peterson served as the Executive Vice President and Chief Operating Officer, Operations of Revlon, Inc., a global beauty company. Prior to that, Mr. Peterson served as Revlon’s Chief Operating Officer, Operations & Chief Financial Officer from June 2017 until March 2018, and as Chief Operating Officer, Operations from April 2017 until June 2017. Prior to joining Revlon, Mr. Peterson held several senior management roles at Ralph Lauren Corporation, a designer, marketer and distributor of premium lifestyle products, including serving as President, Global Brands from April 2015 to May 2016, Executive Vice President, Chief Administrative Officer & Chief Financial Officer from November 2013 to March 2015 and Senior Vice President and Chief Financial Officer from September 2012 to November 2013. Previously, Mr. Peterson held several financial management positions at The Procter & Gamble Company, a global consumer products company, from 1992 to 2012.
There are no family relationships, as defined in Item 401 of Regulation S-K, between Mr. Peterson and any of the Company’s executive officers or directors or persons nominated or chosen to become directors or executive officers. There is no arrangement or understanding between Mr. Peterson and any other person pursuant to which Mr. Peterson was appointed as President and Chief Financial Officer of the Company. There are no transactions requiring disclosure under Item 404(a) of Regulation S-K.
In connection with his appointment as President, Mr. Peterson will be entitled to receive the following additional compensation:
| | (i) | An increase in his annual base salary rate to $900,000; and |
| | (ii) | An equity award under the Newell Brands Inc. 2022 Incentive Plan (the “2022 Incentive Plan”) having a target value of $500,000, granted on May 5, 2022 (the “Grant Date”), consisting of (1) performance based restricted stock (“PRSUs”) with a grant date fair value of $250,000; (2) stock options (the “Options”) with a grant date fair value of $150,000; and (3) time based restricted stock units (“TRSUs”) with a grant date fair value of $100,000. For this purpose, the PRSUs and TRSUs were valued based on the closing price of the Company’s common stock on the Grant Date, and each Option had the value of one-fifth of one share of the Company’s common stock on the Grant Date. |
The PRSUs awarded vest on the third anniversary of the Grant Date at 0% to 200% based on the level of achievement of equally weighted performance goals for Annual Core Sales Growth and Cumulative Free Cash Flow, as defined in the 2022 Long Term Incentive Plan Terms and Conditions, subject to adjustment based upon a comparison of the Company’s total shareholder return relative to a pre-determined set of comparator group companies for the three-year performance period, all as set forth in Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 11, 2022. The Options vest ratably in one third increments on each of the first, second and third anniversaries of the Grant Date, subject to Mr. Peterson’s continued employment with the Company, and will expire on the tenth anniversary of the Grant Date. The TRSUs vest on the third anniversary of the Grant Date subject to Mr. Peterson’s continued employment with the Company. The PRSUs and TRSUs will be governed by the terms and conditions in the 2022 Restricted Stock Unit Award Agreement under the 2022 Incentive Plan, a copy of which is attached hereto as Exhibit 10.1 and incorporated by reference herein. The Options will be subject to the terms and conditions in the 2022 Non-Qualified Stock Option Agreement under the 2022 Incentive Plan, a copy of which is attached hereto as Exhibit 10.2 and incorporated by reference herein.
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