| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
2024 Long Term Incentive Plan
On February 15, 2024, the Compensation and Human Capital Committee (“the Committee”) of the Board of Directors (the “Board”) of Newell Brands Inc. (the “Company”) approved the 2024 Long-Term Incentive Plan Terms and Conditions (the Long-Term Incentive Plan referred to herein as the “LTIP”) under the Company’s shareholder approved 2022 Incentive Plan, pursuant to which the Company makes annual long term incentive awards based on shares of the Company’s common stock, including performance-based restricted stock units (“PRSUs”) and time-based restricted stock units (“TRSUs”). Under the LTIP, the Committee (and in the case of the Chief Executive Officer, the independent members of the Board) approves PRSU and TRSU awards to key employees, including the named executive officers. The value of the LTIP award is based upon a percentage of the named executive officer’s salary or such other dollar value as is determined by the Committee (or the Board). Under the LTIP, a named executive officer’s LTIP award in 2024 will be comprised of 50% PRSUs and 50% TRSUs by value. PRSU awards under the LTIP will vest three years from the date of grant. TRSU awards will vest ratably in one-third increments on each of the first, second and third anniversaries of the date of the grant.
The PRSUs awarded may vest at 0% to 200% depending upon achievement of equally-weighted performance goals for Free Cash Flow Productivity and Annual Adjusted EPS Performance (as defined in the LTIP) set by the Committee for the performance period beginning as of January 1, 2024.
The summary above is qualified in its entirety by reference to the LTIP, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
2024 Bonus Program
On February 15, 2024, the Committee used its discretion under the Company’s Management Bonus Plan to establish the performance criteria for the 2024 bonus awards (the “2024 Bonus Program”). For named executive officers Christopher Peterson, Mark Erceg and Bradford Turner, 2024 bonus awards will be tied to corporate performance goals for adjusted operating cash flow, adjusted earnings per share, core sales and certain corporate operations goals based on productivity savings and weighted forecast accuracy (the “Corporate Metrics Payout”). For named executive officers Kristine Malkoski and Michael McDermott, 2024 bonus awards will be tied 30% to the Corporate Metrics Payout and 70% to applicable business segment performance goals for adjusted operating cash flow, adjusted operating income, core sales and certain segment operations metrics based on productivity savings and weighted forecast accuracy.
Following the completion of 2024, named executive officers are eligible to receive a bonus equal to such named executive officer’s base salary multiplied by the product of the target payout percentage described below and a payout percentage from 0% to 200% determined by the Committee based on attainment of applicable performance goals, and subject to adjustment up or down, based on individual performance, quality of results or other factors deemed relevant by the Committee.
The named executive officers will participate in the 2024 Bonus Program with a target payout equal to the percentage of their respective base salary as set forth below. To be entitled to receive their bonuses, participants generally will be required to continue to be employed by the Company through the date of payment.
The amount awarded to a named executive officer under the 2024 Bonus Program will range between 0% and 200% of the target payout indicated below, based on the extent to which applicable performance criteria are met.
| | | | |
Name | | Target Payout as a Percentage of Base Salary | |
Christopher Peterson | | | 150 | % |
Mark Erceg | | | 120 | % |
Bradford Turner | | | 100 | % |
Kristine Malkoski | | | 85 | % |
Michael McDermott | | | 85 | % |
