Gary H. Pilnick
NEWELL BRANDSAbout Gary H. Pilnick
Gary H. Pilnick (age 60) is nominated to join Newell Brands’ Board in 2025 as part of Board refreshment; he is currently Chairman and CEO of WK Kellogg Co and previously held senior legal and corporate development roles at Kellogg Company and Sara Lee entities . The Board determined all non-management director nominees are independent under Nasdaq rules, which would include Pilnick if elected .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| WK Kellogg Co | Chairman & Chief Executive Officer | 2023 – Present | Public company leadership; brand, marketing, innovation focus |
| Kellogg Company | Vice Chairman, Corporate Development & Chief Legal Officer | 2016 – 2023 | Led corporate development and legal; governance and M&A expertise |
| Kellogg Company | SVP, Corporate Development, General Counsel & Secretary | 2004 – 2016 | Legal, corporate development; board governance support |
| Kellogg Company | VP, Deputy General Counsel & Assistant Secretary | 2000 – 2003 | Legal leadership and corporate governance support |
| Sara Lee Branded Apparel | Vice President & Chief Counsel | 1999 – 2000 | Legal leadership in branded apparel |
| Sara Lee Corporation | VP & Chief Counsel, Corporate Development & Finance | 1995 – 1997 | Corporate development, finance legal counsel |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| WK Kellogg Co (public) | Director (as CEO) | 2023 – Present | Not disclosed in NWL proxy |
Board Governance
- Committee assignments: As a new nominee, committee assignments will be determined post-election. Current standing committees are Audit; Compensation & Human Capital; Nominating/Governance .
- Independence: Board affirmatively determined all non-management director nominees are independent under Nasdaq rules .
- Attendance: In 2024 the Board held six meetings; all directors attended at least 75% of Board and applicable committee meetings; four executive sessions of non-management directors were held .
- Outside board service limits: Directors who are CEOs of public companies are expected to serve on no more than one other public company board in addition to NWL; all nominees are in compliance as of the proxy date .
Fixed Compensation
| Component | Amount/Terms | Notes |
|---|---|---|
| Annual cash retainer (non-employee director) | $115,000 | Paid quarterly; deferral optional via 2008 Plan |
| Chairperson additional retainer | $200,000 | Increased in 2024 (with corresponding decrease in equity) |
| Committee chair fees | $25,000 per chair (Audit, Comp, Nominating) | Paid in cash quarterly |
| Product reimbursement | Up to $3,500/year | For purchase of Company products |
Performance Compensation
| Equity Element | Grant Value | Vesting | Dividend Equivalents | Deferral |
|---|---|---|---|---|
| Annual RSU award (non-employee director) | $160,000 (number = $160,000/FMVs on grant date) | Vest on earlier of 1st anniversary or next annual meeting (≥50 weeks after prior annual meeting) | Credited during vesting and paid in cash at vest; forfeited if award forfeits | Directors may elect to defer RSUs to phantom stock under the 2008 Plan; paid out after leaving Board with notional dividend reinvestment |
| Plan cap for director awards | Combined cash + equity ≤ $1,000,000 per year; ≤ $2,000,000 for non-exec chair (grant-date accounting value) | Plan minimum vesting provisions apply to director awards (exception for annual RSUs aligned to annual meeting) | — | — |
Directors do not receive performance-based equity at NWL; RSU awards are time-based and not tied to EPS/TSR metrics .
Other Directorships & Interlocks
| Relationship | Detail | Potential Implication |
|---|---|---|
| Current external board | WK Kellogg Co (as CEO/Chair) | Time-commitment risk mitigated by NWL guideline limiting public company CEO directors to ≤1 other board besides NWL; Pilnick appears compliant |
| Shared prior employer | Both Pilnick and current NWL director Judith A. Sprieser held senior roles at Sara Lee (Pilnick 1995–2000 roles; Sprieser CFO and Food Group CEO 1995–2000) | Network interlock; adds consumer CPG experience; monitor for any related-party ties (none disclosed) |
Expertise & Qualifications
- Public company leadership; brand building and innovation; corporate development/M&A; legal and governance experience .
- CPG industry background aligning with NWL’s consumer brands focus .
Equity Ownership
- NWL beneficial ownership: The proxy lists beneficial holdings for current directors/executives; Pilnick (as a 2025 nominee) is not included and no NWL holdings are disclosed in the table .
- Stock ownership guidelines: Non-employee directors must hold NWL stock equal to 5× annual cash retainer; anti-hedging and anti-pledging policies apply to directors .
- RSU deferral: Directors may defer RSU vesting into phantom stock with dividend reinvestment under the 2008 Plan .
Governance Assessment
- Independence and qualifications: Strong legal/M&A and CPG leadership background; Board has affirmed independence for all non-management nominees .
- Compensation alignment: Director pay is balanced between cash retainer and time-based RSUs, with clear vesting and deferral options; plan caps constrain pay magnitude .
- Policy safeguards: Anti-hedging/pledging and proxy access; clawback policy for executives (not directors); majority voting; independent Chair structure .
- RED FLAGS to monitor:
- Sitting public-company CEO status raises time-commitment risk; NWL’s outside board limits mitigate but ongoing attendance/engagement should be tracked .
- Prior shared affiliations (Sara Lee) among directors warrant continued related-party review; NWL has established processes for conflicts review (none disclosed for Pilnick) .
- Broader governance context: 2024 Say-on-Pay failed (43% support), driving compensation program changes and stockholder engagement led by Compensation Chair; indicates Board responsiveness but heightened investor scrutiny persists .
Committee roles, attendance, and NWL share ownership for Pilnick will be assessable after election and initial Form 4 filings; no related-party transactions involving Pilnick are disclosed in the proxy .