James P. Keane
NEWELL BRANDSAbout James P. Keane
Independent director since 2024; age 65; Chair of the Compensation and Human Capital Committee and member of the Audit Committee, where he qualifies as an “audit committee financial expert.” Previously Vice Chair, CEO, President/COO, COO, and CFO at Steelcase, Inc.; currently serves on the board of Rockwell Automation. Joined the NWL board on February 15, 2024, with committee leadership effective May 8, 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Steelcase, Inc. | Vice Chair | 2021–2022 | Senior advisor at board level |
| Steelcase, Inc. | President & CEO | 2014–2021 | Led global strategy, IT, product, engineering, manufacturing, sales, distribution |
| Steelcase, Inc. | President & COO | 2013–2014 | Enterprise operations leadership |
| Steelcase, Inc. | COO | 2012–2013 | Operational oversight |
| Steelcase, Inc. | President, Steelcase Group | 2006–2011 | Business unit leadership |
| Steelcase, Inc. | SVP & CFO | 2001–2006 | Managed accounting processes and finance |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rockwell Automation | Director | Current | Not specified in NWL proxy |
| Newell Brands (NWL) | Director; Comp & Human Capital Committee Chair; Audit Committee member | 2024–present | Audit financial expert; led shareholder outreach on executive pay |
Board Governance
- Independence: Board determined all current non-management director nominees (including Keane) are independent under Nasdaq rules; CEO Peterson is not independent .
- Board/Committee activity: Board held six meetings in 2024; Audit Committee met eight times; Comp & Human Capital Committee met six times; all directors attended ≥75% of Board and committee meetings, and the annual meeting .
- Executive sessions: Non-management directors held four executive sessions in 2024 without management present; Chair presides .
- Current committee memberships: Keane chairs the Compensation and Human Capital Committee and serves on the Audit Committee (audit financial expert) .
Fixed Compensation
| Component | Program Rate | 2024 Actual (Keane) | Notes |
|---|---|---|---|
| Annual cash retainer | $115,000 | $116,806 | Quarterly installments; Keane’s actual reflects partial-year and timing of chair role |
| Committee chair fee (Comp & HC) | $25,000 | Included in “Fees Earned” | Committee chair fees are additive to base retainer |
| Equity award (RSUs) | $160,000 grant-date value | $199,775; 24,274 RSUs | Pro-rated uplift for partial-year Board service (Feb 15, 2024 to annual meeting); RSUs typically approved in May and effective as of annual meeting |
| Vesting | Earlier of 1-year or next annual meeting | Expected vest by May 8, 2025 | Dividend equivalents accrue and are paid in cash at vest; accelerated vesting upon death/disability/retirement per policy |
Performance Compensation
Directors receive time-based RSUs; performance-conditioned awards are for executives. As Compensation Chair, Keane oversaw the executive incentive design and outcomes in 2024:
| Metric (Corporate Bonus Plan) | Weight | Target Zone | Actual 2024 | Payout (% of Target) |
|---|---|---|---|---|
| Adjusted Operating Cash Flow | 25% | $375–$425mm | $526mm | 176% |
| Adjusted EPS | 25% | $0.58–$0.62 | $0.68 | 175% |
| Core Sales | 20% | $7.80–$7.87bn | $7.81bn | 100% |
| FUEL Productivity | 15% | $225mm | $341mm | 200% |
| Weighted Forecast Accuracy | 15% | 38% | 45.6% | 200% |
| Final Corporate payout (NEOs) | — | — | — | 168% |
Long-term incentive PRSU metrics (for NEOs under 2024 LTIP) focused on annual adjusted EPS growth and free cash flow productivity over 2024–2026, with 0–200% payout slopes .
Other Directorships & Interlocks
- Current public board: Rockwell Automation (Director) .
- Committee interlocks: No related-party transactions or interlocks for Compensation & Human Capital Committee members in 2024; none of NWL’s executive officers served on boards/comp committees of other entities with reciprocal service .
- Appointment terms: Keane’s appointment had no arrangements/understandings and no Item 404(a) related-party transactions; received standard non-employee director compensation terms .
Expertise & Qualifications
- Deep finance and operations experience (former CFO and CEO at Steelcase) .
- Audit Committee financial expert designation .
- Led extensive shareholder outreach as Compensation Chair in Fall 2024 following say-on-pay failure, incorporating feedback into program simplification and disclosure enhancements .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (Feb 26, 2025) | None reported; “—” in beneficial ownership table; <1% of class |
| Unvested RSUs | 24,274 RSUs (May 9, 2024 grant), vest at earlier of one year or next annual meeting; dividend equivalents paid in cash at vest |
| Director stock ownership guideline | 5× annual cash retainer (applies to non-employee directors, including Chair) |
| Hedging/pledging | Anti-hedging and anti-pledging policies apply to directors |
| Plan awards history disclosure | Non-exec directors as a group have RSUs under the 2022 Plan; Keane listed with 24,274 TRSUs to date |
Insider trades and Section 16:
- Section 16 compliance: Company believes directors and executive officers complied with filing requirements in 2024; one Form 3 administrative error corrected for a different officer (no issue noted for Keane) .
Governance Assessment
- Positive signals: Independent director with CEO/CFO background; audit financial expert; chairs Compensation Committee; Board independence affirmed; solid engagement response to 2024 say-on-pay failure, including streamlined metrics and disclosure of in-process targets .
- Shareholder votes: Keane’s 2025 election received 346,865,886 votes “For” vs 5,851,937 “Against” and 341,543 “Abstain”; Say-on-Pay in 2025 passed (297,871,146 For; 54,548,725 Against; 639,495 Abstain), reversing 2024’s failed vote (~43% For including abstentions) .
- Compensation oversight: No related-party transactions involving Keane; Compensation Committee interlocks disclosure clean; anti-hedging/pledging policy in place .
- Equity alignment: As a newer director, beneficial ownership showed no common shares as of Feb 26, 2025, though a standard director RSU grant is outstanding and subject to vesting; guideline requires 5× retainer over time (monitor for guideline compliance progression) .
- Plan governance: Stockholders approved an amendment to increase the 2022 Incentive Plan share reserve by 13,000,000 shares at the 2025 annual meeting (consider ongoing dilution monitoring) .