Mark J. Erceg
NEWELL BRANDSAbout Mark J. Erceg
Chief Financial Officer of Newell Brands since January 9, 2023; appointed by the Board on December 8, 2022 and began service January 9, 2023 (age 53 at appointment) . He leads Finance and Information Technology including planning, accounting, SEC reporting, tax, treasury, IR, internal audit, IM and global business services . Education and credentials: B.S. in Accounting and MBA in Finance from Indiana University, Kelley School of Business; CFA charterholder . Company performance under the turnaround has included an 18% total shareholder return in 2024, nearly $500M operating cash flow generation, and 460–470 bps gross margin improvement, with bonus metrics centered on EPS, cash flow, core sales, productivity (FUEL) and forecast accuracy .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cerner Corporation | EVP & Chief Financial Officer | Feb 2021 – Jul 2022 | Public company CFO; global financial and operational experience |
| Tiffany & Company | EVP & Chief Financial Officer | Oct 2016 – Jan 2021 | Public company CFO; value creation track record cited |
| Canadian Pacific Railway | EVP & Chief Financial Officer | May 2015 – Sep 2016 | Public company CFO; operational finance leadership |
| Masonite International | EVP & Chief Financial Officer | Jun 2010 – May 2015 | Public company CFO; finance, strategy, operations |
| Procter & Gamble | Finance/Business Management Roles | 1992 – 2010 | 18+ years across finance, strategy, operations |
External Roles
No current public company board roles disclosed; press release and filings detail prior CFO roles and P&G experience rather than directorships .
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $783,333 | $800,000 |
| Target Bonus (% of base) | 120% | 120% |
| Perquisite Allowance ($) | $21,157 (within “Other Benefits”) | $21,638 (within “Other Benefits”) |
| LTIP Target Value ($) | $3,600,000 | $3,600,000 |
| Employment Transition Award (Options) | 344,115 options; $1.0M deemed value; cliff vest at 5 years | Outstanding from Jan 9, 2023 grant |
Performance Compensation
Annual Bonus Program – 2024 Corporate Goals (CFO participates at corporate level)
| Metric | Weight | Target | Actual | Payout (% of target) |
|---|---|---|---|---|
| Adjusted Operating Cash Flow | 25% | $375–$425M | $526M | 176% |
| Adjusted EPS | 25% | $0.58–$0.62 | $0.68 | 175% |
| Core Sales | 20% | $7.80–$7.87B | $7.81B | 100% |
| FUEL Productivity | 15% | $225M | $341M | 200% |
| Weighted Forecast Accuracy | 15% | 38% | 45.6% | 200% |
| Final Corporate Payout | — | — | — | 168% |
Bonus paid to CFO: $911,800 for 2023 at 97% of target ; $1,612,800 for 2024 at 168% of target .
LTIP – 2024 PRSU Metrics (three-year performance period; 50% PRSU / 50% TRSU)
| Metric | Total Weight | Year | Threshold | Target | Max |
|---|---|---|---|---|---|
| Free Cash Flow Productivity | 16.67% | 2024 | >60% | 90% | 120% |
| 16.67% | 2025 | >60% | 90% | 120% | |
| 16.67% | 2026 | >60% | 90% | 120% | |
| Annual Adjusted EPS Performance | 16.67% | 2024 | >$0.50 | $0.60 | $0.68 |
| 16.67% | 2025 | >0% growth | 8% growth | 15% growth | |
| 16.67% | 2026 | >0% growth | 8% growth | 15% growth |
Design notes: 2024 LTIP removed TSR modifier to simplify and focus on EPS and FCF productivity . PRSUs vest at 3 years; TRSUs vest ratably annually over 3 years .
Long-Term Outcomes to Date
- 2022–2024 LTIP PRSUs paid at 0% based on core sales growth and cumulative free cash flow performance; TSR ranking 10th of 11 would have reduced payouts by 10% but payout was already 0% .
- CFO’s Special Incentive Program (SIP) award (2023): 827,586 PRSUs (100% performance-based) vest Feb 27, 2026; performance goals are gross margin improvement (2025 vs 2023) and free cash flow productivity over two years ending 2025 . PRSUs for other NEOs (not CFO) paid 200% for 2024 performance; CFO’s remain subject to 2025 goals .
Equity Ownership & Alignment
Beneficial Ownership
| As-of Date | Total Beneficial Ownership (shares) | Notes | Percent of Class |
|---|---|---|---|
| Feb 26, 2024 | 271,546 | Includes 243,725 joint account shares with spouse | <1% |
| Feb 26, 2025 | 357,699 | Includes 243,725 joint account shares with spouse, and 2,581 shares in Employee Savings Plan | <1% |
Total shares outstanding reference: 415,120,978 (Feb 26, 2024) ; 417,676,055 (Mar 12, 2025) .
Outstanding Equity Awards (Dec 31, 2024)
| Instrument | Quantity | Exercise Price | Expiration / Vesting |
|---|---|---|---|
| Stock Options (unexercisable) | 344,115 | $14.53 | Jan 9, 2033; cliff vest on 5th anniversary |
| TRSUs (unvested) | 234,680 | — | Annual ratable vest over 3 years |
| PRSUs (LTIP 2023) | 120,805 (unearned) | — | 3-year performance vest |
| PRSUs (SIP 2023) | 827,586 (unearned) | — | Vest Feb 27, 2026 subject to performance |
| PRSUs (LTIP 2024) | 234,680 (unearned) | — | 3-year performance vest |
Upcoming Vesting Schedule (CFO)
| Vest Date | Instrument | Shares |
|---|---|---|
| Feb 16, 2025 | TRSUs | 78,226 |
| Feb 17, 2025 | TRSUs | 40,268 |
| Feb 16, 2026 | TRSUs | 78,227 |
| Feb 17, 2026 | TRSUs | 40,269 |
| Feb 16, 2027 | TRSUs | 78,227 |
| Feb 17, 2026 | PRSUs (LTIP 2023) | 120,805 |
| Feb 16, 2027 | PRSUs (LTIP 2024) | 234,680 |
| Feb 27, 2026 | PRSUs (SIP 2023) | 827,586 |
Ownership/Alignment Policies:
- Stock ownership guideline for CFO: 3x annual salary; executives must retain 75% of net after-tax shares until guideline met; all NEOs are in compliance as of the proxy date .
- Anti-hedging and anti-pledging policies apply to executive officers and directors .
Deferred Compensation (Supplemental ESP – 2024)
| Plan | Executive Contributions ($) | Company Contributions ($) | Aggregate Earnings ($) | Aggregate Balance ($) |
|---|---|---|---|---|
| Supplemental ESP (CFO) | $144,768 | $124,068 | $31,120 | $462,831 |
Employment Terms
| Term | Details |
|---|---|
| Employment Start Date | January 9, 2023 (effective date of CFO appointment) |
| Offer Letter – Core Terms | Base salary $800,000; target bonus 120% of base; annual LTIP target ≈ $3.6M (450% of salary); perquisite allowance $21,638; participation in Supplemental ESP and Executive Severance Plan; relocation benefits with payback obligations if leaving within 1–2 years |
| Severance (qualifying termination, no CIC) | Cash severance equal to one times (salary + target bonus); CFO example: $1,760,000 |
| Severance (qualifying termination within 24 months of CIC) | Cash severance equal to two times (salary + target bonus); CFO example: $3,520,000 |
| Pro Rata Bonus | Pro rata bonus upon death/disability or qualifying termination; CFO examples: $1,612,800 (no CIC); $960,000 (CIC scenario) |
| Health & Welfare; Outplacement | Health & welfare continuation; outplacement services ($30,000) |
| Equity Treatment | Standard RSU/option agreements; CFO options cliff vest on 5th anniversary; RSUs subject to time/performance vesting |
| Restrictive Covenants | Confidentiality, non-solicitation, non-competition, non-disparagement tied to severance plan and award agreements |
| Clawback Policy | Adopted Nov 7, 2023; mandatory recovery of incentive comp upon accounting restatements per Rule 10D-1/Nasdaq; applies to stock price/TSR-linked awards |
| Tax Gross-ups | No excise tax gross-ups on golden parachutes; payments may be reduced to optimize after-tax amounts |
Compensation Structure Analysis
- Pay mix emphasizes performance: ~50% of NEO target total direct compensation performance-based in 2024; CFO’s annual bonus entirely tied to financial/operational goals .
- No increases or special awards in 2024; simplification of bonus and LTIP metrics; removal of TSR modifier in LTIP starting 2024 .
- 2023 one-time SIP awards used for retention during leadership transition and high executive turnover; CFO SIP is 100% PRSU with 2025 performance measurement .
- Say-on-Pay: 2024 proposal did not pass (43% support), prompting engagement and program simplification; 2023 approval ~95% .
Investment Implications
- Alignment and downside sensitivity: CFO’s 2022–2024 LTIP paid 0%, demonstrating pay-for-performance rigor; 2024 bonus paid 168% on strong cash/earnings/productivity execution—expect variability tied to FCF/EPS metrics going forward .
- Retention vs selling pressure: Significant unvested PRSUs (LTIP 2023/2024; SIP 2023) vesting in 2026–2027 and cliff-vesting options in 2028 create retention hooks; multiple 2025–2027 vest dates could lead to periodic selling pressure upon vesting windows .
- Governance strength: Anti-hedging/pledging, 3x salary ownership guideline (in compliance), and a robust clawback policy reduce misalignment risk; no excise tax gross-ups .
- Program trajectory: Post-2024 Say-on-Pay feedback led to fewer metrics and removal of TSR modifier; continued focus on EPS and FCF productivity suggests management confidence in operational turnaround objectives .
Key quantitative references: CFO compensation (2023–2024), bonus payouts and targets, LTIP/SIP structures, outstanding awards, vesting schedules, beneficial ownership, severance economics are based on Newell’s 2024 and 2025 definitive proxy statements and related 8-K filings cited above.