Judith A. Sprieser

About Judith A. Sprieser

Independent director at Newell Brands (NWL) since 2018; age 71. She chairs the Audit Committee and serves on the Nominating/Governance Committee. Prior roles include: Managing Director (and later Retired Managing Director) at Warrenton Advisors LLC; Founder, President & CEO of Transora, Inc.; and multiple senior positions at Sara Lee Corporation, including EVP & CFO and CEO of Sara Lee’s Food Group. Current public company directorships include Allstate Insurance Company and Intercontinental Exchange, Inc.; she serves on the NACD Committee for Audit Committee Chairs. She is designated an “audit committee financial expert” under SEC rules.

Past Roles

External Roles

Board Governance

• Independence, attendance, and structure: The Board’s 2025 review affirmed all non-management director nominees (including Sprieser) are independent under Nasdaq rules. In 2024, the Board met six times; all directors attended at least 75% of Board and applicable committee meetings; non-management directors held four executive sessions. Standing committees: Audit; Compensation & Human Capital; Nominating/Governance.
• Committee assignments (current): Audit Committee (Chair; “audit committee financial expert”); Nominating/Governance Committee. Audit met eight times in 2024; Compensation met six; Nominating/Governance met four.
• Audit Committee remit (selected): Oversees financial statements, compliance, auditor independence and performance (PwC), internal audit, and overall risk management; owns whistleblower procedures; authority to engage advisors.
• Auditor oversight (fees pre-approved by Audit Committee): PwC audit fees declined from $11.6m (FY2023) to $9.1m (FY2024); tax fees $2.4m (2023) vs $2.1m (2024).
• Governance policies: Clawback policy; director and executive stock ownership guidelines; anti-hedging and anti-pledging; majority voting; proxy access; special meeting rights; annual Board/committee/director evaluations.

Fixed Compensation

Notes: Sprieser’s 2024 cash fees of $140,000 align with director retainer ($115,000) + Audit Chair premium ($25,000).

Performance Compensation

Performance metrics tied to director equity: None; director RSUs are time-based and not performance-conditioned.

Other Directorships & Interlocks

• Current public boards: Allstate Insurance Company; Intercontinental Exchange, Inc.
• Former public boards: Experian plc; Jimmy Choo plc; Koninklijke Ahold Delhaize N.V.; Reckitt Benckiser Group plc; Total Wine & More.
• Compensation Committee interlocks: During 2024, Sprieser served on the Compensation & Human Capital Committee; no member was an officer/employee or had related-party transactions requiring disclosure under Item 404.

Expertise & Qualifications

• Financial and operating leadership in consumer-packaged goods; public company board and global experience; NACD audit chairs committee member.
• “Audit committee financial expert” under SEC rules.

Equity Ownership

| As-of Date | Total Beneficial Ownership (shares) | Percent of Class | Unvested RSUs | Notes | |---|---|---:|---|---|---| | Feb 26, 2025 | 30,534 | <1% (“*”) of 417,676,055 outstanding | 19,441 unvested RSUs as of 12/31/2024 | Company prohibits director hedging/pledging; counts toward ownership guidelines include certain deferred units; options not reported for Sprieser

Stock ownership guidelines (alignment):

• Non-Employee Directors must hold stock equal to 5x annual cash retainer.
• Anti-hedging and anti-pledging policies apply to directors.

Governance Assessment

• Strengths

  • Independent director with deep finance/operations experience; designated audit committee financial expert; chairs Audit Committee.
  • Strong oversight footprint: Audit met 8x in 2024; auditor fees declined YoY; committee pre-approves all services.
  • Alignment mechanisms: Annual time-based RSUs; director ownership guideline at 5x cash retainer; anti-hedge/pledge; clawback policy.

• Watch items / RED FLAGS

  • 2024 Say‑on‑Pay failed (For: 146.8m; Against: 191.0m), signaling investor dissatisfaction with executive pay; Sprieser served on the Compensation & Human Capital Committee during 2024 before committee changes effective May 8, 2024.
  • Stockholder push for tighter executive stock retention surfaced in 2025 (Board recommended against); highlights ongoing investor focus on alignment.

• Conflicts/related parties

  • Company’s related‑party review framework is led by Nominating/Governance; 2024 Compensation Committee members (including Sprieser) had no relationships requiring Item 404 disclosure.

Appendix: Board Activity and Auditor Fees (Context)