Anthony Terry
NEWELL BRANDSAbout Anthony Terry
Independent director since 2024; age 57; extensive finance and operations background including EVP & CFO (2021–2023) and senior operational finance roles (1996–2021) at Marriott Vacations Worldwide, plus earlier roles at The Walt Disney Company and Arthur Andersen. He serves on Newell’s Audit Committee and Nominating/Governance Committee and is designated an “audit committee financial expert”; the Board has affirmatively determined he is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Marriott Vacations Worldwide (MVW) | EVP & CFO | 2021–2023 | Led corporate finance; strategic planning, operations |
| MVW | SVP, Global Operational Finance | 2005–2021 | Operational finance leadership |
| MVW | Various management roles | 1996–2005 | Accounting, finance, inventory optimization |
| The Walt Disney Company | Management positions | Prior to 1996 | Finance/operations roles |
| Arthur Andersen LLP | Management positions | Prior to 1996 | Professional services experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Phillips Edison & Company | Director | Current | Not disclosed in NWL proxy |
Board Governance
- Committees: Audit Committee member; Nominating/Governance Committee member; qualifies as an “audit committee financial expert” .
- Independence: Board determined all non‑management director nominees (including Terry) are independent under Nasdaq rules .
- Attendance: Board met 6 times in 2024; all directors attended at least 75% of Board and applicable committee meetings; non‑management directors held 4 executive sessions .
- Board processes: Annual third‑party-led evaluations; robust governance program (majority voting, proxy access, special meeting rights, anti‑hedging/anti‑pledging) .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $115,000 | Standard for non‑employee directors |
| Committee chair fees | $0 | Applicable only to chairs; Terry not a chair |
| 2024 cash fees earned | $115,000 | Disclosed for Terry |
Performance Compensation
| Equity Award | Grant Date | Units | Fair Value | Vesting Terms |
|---|---|---|---|---|
| RSU (commencement, pro‑rated) | 2024‑01‑01 | 6,849 | $59,454 | Vests at earlier of 1 year or next annual meeting ≥50 weeks after prior meeting; dividend equivalents paid at vest |
| RSU (annual grant) | 2024‑05‑09 | 19,441 | $160,000 | Same vesting and dividend equivalent terms |
| RSU (annual grant) | 2025‑05‑08 | 30,418 | Not stated | Time‑based RSUs (Form 4) |
Notes:
- Non‑employee director equity grants are time‑based RSUs; there are no performance metrics tied to director equity awards .
- Deferral option: Directors may defer RSU settlement into phantom stock units under the 2008 Deferred Compensation Plan until separation from the Board, with notional dividend reinvestment .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict |
|---|---|---|
| Phillips Edison & Company | Director | No NWL‑specific related‑party transactions disclosed in proxy; Board reviews conflicts via Nominating/Governance Committee . |
Expertise & Qualifications
- Financial leadership and operational finance expertise from MVW; strategic planning and inventory optimization experience .
- Audit Committee financial expert designation .
- Governance and compliance oversight via Nominating/Governance Committee .
Equity Ownership
| Holder | Common Shares Beneficially Owned | Unvested RSUs at 12/31/2024 | % of Shares Outstanding |
|---|---|---|---|
| Anthony Terry | 6,849 | 19,441 | <1% |
Additional alignment policies:
- Stock ownership guidelines: Non‑employee directors must hold Company stock equal to 5x annual cash retainer (i.e., 5×$115k); anti‑hedging and anti‑pledging policies apply to directors .
- Compliance status for directors not individually disclosed in proxy; beneficial ownership shown above .
Insider Trades (Form 3/4 Summary, 2024–2025)
| Filing Date | Transaction Date | Type | Security | Quantity | Post‑Txn Ownership | Source |
|---|---|---|---|---|---|---|
| 2024‑01‑02 | 2024‑01‑01 | Form 3 (initial) | — | — | — | |
| 2024‑01‑03 | 2024‑01‑01 | A (Award) | RSUs | 6,849 | 6,849 | |
| 2024‑05‑10 | 2024‑05‑09 | A (Award) | RSUs | 19,441 | 19,441 | |
| 2024‑05‑10 | 2024‑05‑08 | M‑Exempt | Common Stock (RSU vest) | 6,849 | 6,849 | |
| 2025‑05‑12 | 2025‑05‑08 | M‑Exempt | Common Stock (RSU vest) | 19,441 | 26,290 | |
| 2025‑05‑12 | 2025‑05‑08 | A (Award) | RSUs | 30,418 | 30,418 (RSUs) |
Governance Assessment
- Strengths: Independent director with CFO experience; audit committee financial expert; service on risk‑focused committees; Board maintains strong governance practices (majority voting, proxy access, anti‑hedging/pledging) .
- Alignment: Director compensation mix is conventional (cash retainer + time‑based RSUs); ownership guideline of 5x retainer applies, but individual compliance not disclosed; beneficial ownership as of 2/26/2025 was 6,849 shares, which increased with RSU vesting in May 2025 .
- Watch items / RED FLAGS: 2024 Say‑on‑Pay failed (approx. 43% support), indicating investor dissatisfaction with executive pay; the Board (Compensation Chair and other directors) led extensive investor outreach and simplified metrics in response, but continued monitoring of compensation program changes and shareholder feedback is warranted .
- Related‑party/pledging: Proxy outlines formal conflict review; Compensation Committee members had no Item 404 related‑party transactions in 2024; anti‑pledging/hedging policies apply to directors; no pledging by directors is permitted .