Bridget Ryan Berman
NEWELL BRANDSAbout Bridget Ryan Berman
Independent, non‑executive Chair of the Board at Newell Brands (since May 8, 2024), director since 2018, age 64. She is a seasoned brand and e‑commerce operator with 35+ years in retail, including senior roles at Polo Ralph Lauren, Apple Retail, Giorgio Armani, Victoria’s Secret Direct, Google, and Enjoy Technology; currently Managing Partner at Ryan Berman Advisory, LLC .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ryan Berman Advisory, LLC | Managing Partner | 2018 – Present | Consumer and investment advisory leadership |
| ENJOY Technology, Inc. | Chief Experience & Strategy Officer | 2016 – 2018 | Customer experience and strategy for tech-enabled retail |
| Google Inc. | Management Consultant | 2016 | Strategy consulting engagement |
| Victoria’s Secret Direct, LLC | Chief Executive Officer | 2011 – 2016 | E‑commerce/Direct CEO leadership |
| Various retail brands | Management Consultant | 2008 – 2011 | Strategy, merchandising, org development consulting |
| Giorgio Armani Corporation (U.S.) | Chief Executive Officer | 2006 – 2007 | U.S. subsidiary CEO |
| Apple Computer, Inc. | VP & COO, Retail Stores | 2004 – 2005 | Operations leadership for Apple Retail |
| Polo Ralph Lauren Corporation | Various roles incl. Group President, Global Retail | 1992 – 2004 | Global retail leadership |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Tanger Factory Outlet Centers, Inc. | Director | Current | Public company board |
| Asbury Automotive Group, Inc. | Director | Current | Public company board |
| J.Crew Group, Inc. | Director | Former | Prior public company board |
| BH Cosmetics, Inc. | Director | Former | Prior board role |
Board Governance
- Roles and committees: Independent Chair of the Board since May 8, 2024; member, Compensation & Human Capital Committee .
- Independence: The Board affirmatively determined all non‑management director nominees (including Ms. Ryan Berman) were independent under Nasdaq and company standards .
- Attendance and engagement: The Board met six times in 2024; all directors attended at least 75% of Board and committee meetings and the 2024 annual meeting; non‑management directors held four executive sessions, presided over by the Chair .
- Shareholder engagement signal: After a failed 2024 Say‑on‑Pay (43% support), directors led extensive outreach; the Compensation Chair led all fall meetings, with either Ms. Ryan Berman (as Board Chair and Comp Committee member) or Ms. Stahl participating in 50% of meetings representing ~28% of outstanding shares .
- Outside boards policy: Directors may serve on ≤3 other public boards; as of the proxy date, all nominees complied (she serves on two) .
- Compensation Committee advisor: Pearl Meyer serves as the independent advisor to the Compensation & Human Capital Committee; the Committee determined no conflict of interest exists .
Fixed Compensation (Director)
Policy and 2024 actuals indicate a primarily cash retainer plus time‑based RSUs; the Chair retainer was rebalanced in 2024.
| Component | Amount / Detail |
|---|---|
| Annual cash retainer (non‑employee director) | $115,000 |
| Additional Chair of the Board retainer | $200,000 (increased from $115,000 in 2024; offset by lower Chair equity value) |
| Committee Chair retainers | Audit $25,000; Nominating/Governance $25,000; Compensation & Human Capital $25,000 |
| Standard annual RSU grant (non‑employee director) | $160,000 grant value; vests at earlier of 1‑year anniversary or next annual meeting; dividend equivalents accrue until vest |
2024 compensation paid to Ms. Ryan Berman:
| 2024 Director Compensation | Amount ($) |
|---|---|
| Fees earned/paid in cash | $253,462 |
| Stock awards (grant‑date fair value) | $159,999 |
| Total | $413,461 |
Notes:
- The Chair’s equity moved from a $245,000 option grant in 2023 to $160,000 in RSUs in 2024, balanced by the higher Chair cash retainer—reducing equity risk and increasing cash certainty (governance trade‑off) .
Performance Compensation (Director)
Directors do not receive performance‑based incentives; equity is time‑based RSUs.
| Equity Award | Grant Date | Shares/Value | Vesting | Notes |
|---|---|---|---|---|
| Annual RSU grant | May 9, 2024 | 19,441 RSUs (=$160,000 ÷ $8.23) | Earlier of first anniversary or next annual meeting (≥50 weeks from prior) | Dividend equivalents accrue; can defer under 2008 Plan |
| Performance metrics | N/A | N/A | N/A | Directors’ equity grants are not performance‑conditioned |
Other Directorships & Interlocks
- Interlocks/related party transactions: None disclosed for Compensation & Human Capital Committee members (including Ms. Ryan Berman) in 2024; no related‑party transactions requiring disclosure .
- Independence review: The Nominating/Governance Committee annually reviews director independence and potential conflicts and escalates to the Board as needed .
Expertise & Qualifications
- Extensive senior leadership in global retail, brand building, e‑commerce, and customer experience (Polo Ralph Lauren, Apple Retail, Giorgio Armani, Victoria’s Secret Direct, Google, Enjoy) .
- Board governance experience and current service on public company boards in consumer and retail‑adjacent sectors (Tanger, Asbury) .
Equity Ownership
| Holder | Beneficial Ownership | % of Class | Notes |
|---|---|---|---|
| Bridget Ryan Berman | 58,620 shares | <1% | Includes 40,200 shares via the Bridget Ryan Berman Trust (Trustee), and 135 shares owned by spouse |
Ownership alignment policies:
- Stock ownership guidelines: Non‑employee directors must hold 5x annual cash retainer; executives must meet role‑based multiples; until met, executives must retain 75% of net after‑tax RSU vest shares .
- Anti‑hedging/anti‑pledging: Company policies prohibit hedging and pledging by directors and executive officers .
Governance Assessment
-
Strengths supporting investor confidence:
- Independent Chair structure separates Board leadership from management; Ms. Ryan Berman presides over executive sessions and Board oversight .
- Active shareholder engagement response after failed 2024 Say‑on‑Pay; Board Chair participated directly in outreach covering ~28% of shares, signaling accountability on pay design .
- Clear director pay program with modest equity (time‑based RSUs), transparent retainers, and ability to defer equity—reduces complexity and avoids performance metric entanglement for directors .
- Independence affirmed; no Compensation Committee interlocks or related‑party transactions disclosed .
- Robust governance policies (majority voting, proxy access, no poison pill, anti‑hedging/pledging, clawback for executives) .
-
Watch items / potential concerns:
- Say‑on‑Pay failure in 2024 (43% support) increases scrutiny of the Compensation Committee on which she serves; continued evidence of program simplification and responsiveness will be monitored by investors .
- Chair retainer structure shifted toward higher cash and lower equity in 2024 (cash +$85k; equity −$85k vs 2023), modestly lowering pay‑at‑risk for the Chair role; investors may evaluate alignment versus market practice .
- Multiple outside boards increase time commitments, though current service is within company limits and in compliance as of the proxy date .