Kristine K. Malkoski
NEWELL BRANDSAbout Kristine K. Malkoski
Kristine (Kris) K. Malkoski is Segment CEO, Learning & Development at Newell Brands (NWL), overseeing Writing and Baby (brands including Sharpie, Paper Mate, Expo, Graco, Nuk, Elmer’s), and is a member of the Executive Committee; she joined Newell in 2020 and was promoted to Segment CEO in February 2023 . She holds a bachelor of journalism (summa cum laude) from the University of Nebraska and a Six Sigma certification from Villanova University . Age: 64 . 2024 performance in her segment (Learning & Development) achieved adjusted operating income of $747M, adjusted operating cash flow of $595M, core sales of $2.731B, FUEL productivity of $105M, and 46% weighted forecast accuracy—driving a 174% segment bonus payout for her metrics and 172% total bonus payout . Company-wide in 2024, Newell delivered an 18% total shareholder return and improved gross margins by 470 bps, with PRSUs tied to 2022 LTIP paying 0% but 2023 SIP PRSUs (including hers) certifying at 200% based on 2024 performance .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Newell Brands | President/Segment CEO, Learning & Development | 2023–present | Manages Writing and Baby; oversees EMEA/Asia go-to-market; Executive Committee . |
| Newell Brands | Business Unit CEO, Food | 2020–2023 | Strengthened innovation; two years of significant growth and share gains . |
| Arc International | CEO, Americas | 2019–2020 | Led foodservice/retail/B2B; continuous improvement supply chain; doubled profit in three years . |
| World Kitchen | President, Global Business & Chief Commercial Officer | 2015–2017 | Oversaw 110 retail stores; achieved five consecutive years of organic sales growth . |
| Sears Holdings (Craftsman) | VP & General Manager | 2009–2012 | Expanded Craftsman into other US retailers, Europe, and industrial segment . |
| Pharmaceutical Corporation of America | Founder, President & COO | 1997–2002 | Founded first contract product management firm for Rx; sold to Publicis in 2002 . |
| Procter & Gamble | VP & GM, Health Care | Early career | Senior leadership roles in P&G Health Care . |
External Roles
| Organization | Role | Start | Committees / Notes |
|---|---|---|---|
| The Aaron’s Company, Inc. | Independent Director | Oct 1, 2023 | Audit Committee; Compensation Committee . |
| University of Nebraska Foundation | Board Member | — | Current board service noted . |
Fixed Compensation
Multi-year summary compensation (USD):
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $625,000 | $687,500 | $700,000 |
| Bonus (one-time/sign-on) | $100,000 | $327,188 (SIP cash bonus paid 12/15/2023) | — |
| Stock Awards (RSUs/PRSUs grant-date fair value) | $693,880 | $3,579,698 | $1,399,990 |
| Non-Equity Incentive (Annual Bonus) | $117,813 | $514,250 | $1,023,400 |
| All Other Compensation | $226,952 | $43,936 | $44,836 |
| Total | $2,082,614 | $5,152,572 | $3,168,226 |
Annual bonus design and outcomes:
| Item | 2024 Target | 2024 Actual |
|---|---|---|
| Target bonus % of earned base salary | 85% | Payout 172% of target (corporate+segment) |
| Bonus paid (USD) | — | $1,023,400 |
Performance Compensation
2024 Management Bonus Plan – Segment Goals (Learning & Development):
| Metric | Weight | Target | Actual | Payout (% of target) |
|---|---|---|---|---|
| Adjusted Operating Cash Flow | 25% | $465–$490M | $595M | 180% |
| Adjusted Operating Income | 25% | $655–$680M | $747M | 200% |
| Core Sales | 20% | $2.690–$2.715B | $2.731B | 118% |
| FUEL Productivity | 15% | $70M | $105M | 184% |
| Weighted Forecast Accuracy | 15% | 40% | 46% | 183% |
| Final Segment Goals Payout | — | — | — | 174% |
2024 LTIP grant (awarded Feb 16, 2024; grant price $7.67):
| Component | Target Value | Shares / Vesting |
|---|---|---|
| PRSUs (50%) | $700,000 | 91,264 target; vest at 3-year cliff (to Feb 16, 2027), payout 0–200% based on annual adjusted EPS (2024 EPS $0.60 target; 2025/2026 +8% growth targets) and free cash flow productivity (90% target each year) . |
| TRSUs (50%) | $700,000 | 91,264; vest ratably over 3 years (Feb 16, 2025/2026/2027) . |
2023 Special Incentive Program (SIP) PRSUs (granted July 5, 2023; subject to continued employment; vest 70% at 2-year anniversary and 30% at 3-year anniversary):
| Metric | Weight | 2024 Actual | Payout |
|---|---|---|---|
| Gross Margin Improvement (bps) | 50% | +460 bps | 200% |
| Free Cash Flow Productivity (%) | 50% | 339% | 200% |
| SIP PRSU Vesting | — | July 5, 2025 (70%) and July 5, 2026 (30%) | 200% certified |
Historic LTIP (granted 2022) payout:
| Program | Metrics | Payout |
|---|---|---|
| 2022–2024 LTIP PRSUs | Annual core sales growth (3 years) and cumulative FCF; TSR modifier | 0% payout; TSR rank 10/11 (modifier irrelevant) . |
Equity Ownership & Alignment
Beneficial ownership and alignment:
| Item | Detail |
|---|---|
| Beneficial ownership (shares) | 289,916 (includes spouse and joint holdings; includes 154,625 vested options) . |
| Shares outstanding (for % calc) | 417,676,055 as of Feb 26, 2025 . |
| Ownership % of outstanding | ~0.07% (289,916 ÷ 417,676,055) . |
| Stock ownership guideline | 1.5× annual salary for other NEOs; must retain 75% of net after-tax RSU shares until target met; all NEOs in compliance . |
| Anti-hedging/anti-pledging | Hedging and pledging prohibited for executive officers . |
| Dividend equivalents | Paid only upon vesting; not paid prior to vest for RSUs . |
Outstanding equity and vesting schedule (as of 12/31/2024):
| Instrument | Count / Terms | Next Vest Dates |
|---|---|---|
| TRSUs (not yet vested) | 38,031 TRSUs; market value $378,789 at $9.96 . | Feb 16, 2025: 30,421; Feb 17, 2025: 19,015; Feb 18, 2025: 6,583; then 2026/2027 tranches . |
| PRSUs (unearned) | 91,264 2024 LTIP PRSUs at target (payout 0–200%); 57,046 (2023 LTIP); 87,751 (SIP 70% in 2025); 37,608 (SIP 30% in 2026) . | Feb 16, 2027 (LTIP PRSUs), Feb 17, 2026 (2023 LTIP), July 5, 2025 & July 5, 2026 (SIP PRSUs) . |
| Stock options (exercisable/unexercisable) | 32,917 exercisable at $25.86 (2/18/2032 expiry; 16,459 unexercisable); 64,037 at $23.79 (fully vested); 41,212 at $20.02 (fully vested) . | Remaining 2022 tranche vests Feb 18, 2025 (16,459) . |
Employment Terms
Severance and change-in-control (CIC) economics:
| Provision | Terms |
|---|---|
| Severance Plan participation | All NEOs participate; standard definitions of Good Cause and Good Reason . |
| Non-CIC severance | 1× base salary + 1× target annual cash bonus; pro-rata actual bonus; pro-rata vesting of time-based awards scheduled over next 3 years; performance-based awards vest based on actual achievement; 12 months outplacement; up to 1 year benefits . |
| CIC severance (double trigger) | 2× base salary + 2× target bonus; pro-rata target bonus; full vesting of equity granted after Severance Plan participation (PRSUs at target for uncompleted periods); up to 2 years benefits; 12 months outplacement . |
| Tax gross-ups | None; payments reduced if reduction yields greater after-tax value (280G cutback) . |
| Restrictive covenants | Non-compete and non-solicit duration equal to years of base salary paid in severance (max 2 years); breach permits recovery . |
| Clawback policy | SEC/Nasdaq-compliant; mandatory recovery of incentive comp for accounting restatements (including stock price/TSR-based awards) for prior 3 fiscal years . |
Potential payments for Malkoski (as of Dec 31, 2024):
| Scenario | Severance Payment | Pro-rata Bonus | Value of Unvested RSUs/Options | Benefits | Outplacement | Total |
|---|---|---|---|---|---|---|
| Death/Disability | — | $1,023,400 | $5,491,585 | — | — | $6,514,985 |
| Qualifying termination (no CIC) | $1,295,000 | $1,023,400 | $3,090,160 | $11,507 | $30,000 | $5,450,067 |
| Qualifying termination within 24 months of CIC | $2,590,000 | $595,000 | $5,491,585 | $23,013 | $30,000 | $8,729,598 |
Compensation Structure Analysis
- Mix and rigor: In 2024, no increases to base salaries, annual/STIP targets, or LTIP target values; 50% of her LTIP was performance-based PRSUs and 50% time-based TRSUs, with bonus metrics balanced across earnings, cash flow, sales, productivity, and forecast accuracy .
- Program simplification: LTIP metrics reduced from three to two in 2024 (annual adjusted EPS and free cash flow productivity); TSR removed to streamline focus; bonus metrics reduced from six to five; segment weighting increased to 70% for segment leaders (including Malkoski), sharpening accountability .
- Special awards: 2023 SIP one-time awards (including Malkoski) were granted for retention and performance; investors objected to one-time grants; committee stated intent to avoid future special awards absent extraordinary circumstances .
- Say-on-Pay signal: 2024 Say-on-Pay received ~43% support (failed), prompting extensive shareholder engagement and program disclosure enhancements .
Equity Ownership & Alignment
- Skin-in-the-game: She is subject to stock ownership guidelines (1.5× salary) and must hold 75% of net after-tax vested RSU shares until in compliance; the company states all NEOs are in compliance .
- Anti-hedging/anti-pledging: Policies prohibit hedging and pledging by executive officers, reducing misalignment risk .
- Upcoming vesting supply: Material RSU vesting in 2025–2027 (TRSUs and SIP PRSUs) and an options tranche on Feb 18, 2025; trading under pre-clearance and open-window requirements applies .
Employment Terms
- Retention risk anchor: SIP PRSUs vest 70% in July 2025 and 30% in July 2026, with 200% certified payout, but require continued employment—supporting near-term retention through 2026; LTIP PRSUs vest on a 3-year schedule to 2027 .
- Change-in-control: Double-trigger vesting with PRSUs deemed at target; no single-trigger equity vesting if replacement awards are provided; no excise tax gross-up .
Investment Implications
- Pay-for-performance: Strong 2024 segment execution drove a 172% total bonus payout and a 200% SIP PRSU certification, signaling operating traction in her businesses (cash generation, earnings quality, productivity, forecasting) .
- Near-term insider flow risk: Large SIP PRSU tranches vesting in July 2025/July 2026 and multiple TRSU tranches through 2027 could create net share sales for tax and diversification; monitor 10b5-1 plans and Form 4 filings around vest dates alongside trading window policies .
- Alignment protections: Ownership guidelines, anti-hedging/anti-pledging, and clawback policy bolster alignment and reduce governance risk .
- Governance watch: 2024 failed Say-on-Pay and shareholder concerns about one-time awards suggest continued scrutiny; committee commitments to metric simplicity and limiting special awards reduce future compensation inflation risk .