Patrick D. Campbell
NEWELL BRANDSAbout Patrick D. Campbell
Independent director at Newell Brands since 2018; age 72. Former Senior Vice President and Chief Financial Officer of 3M (2002–2011) and earlier Vice President, International and Europe, and other finance roles at General Motors (1977–2002). Brings deep finance, accounting, capital markets, M&A, and IT oversight experience; currently chairs NWL’s Nominating/Governance Committee and serves on the Compensation & Human Capital Committee. The Board affirms his independence under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| 3M Company | Senior Vice President & Chief Financial Officer | 2002–2011 | Oversaw finance, capital structure, M&A, and IT responsibilities |
| General Motors | VP International and Europe; various finance roles | 1977–2002 | Global finance leadership; international operating oversight |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Herc Holdings Inc. | Director | Current | Current public company directorship |
| Stanley Black & Decker, Inc. | Director | Former | Former public company board role |
| SPX FLOW, Inc. | Director | Former | Former public company board role |
| SPX Corporation | Director | Former | Former public company board role |
| Solera Holdings, Inc. | Director | Former | Former public company board role |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board determined Campbell is independent; all non‑management nominees deemed independent in 2025 review |
| Committee assignments | Nominating/Governance Committee (Chair); Compensation & Human Capital Committee (Member) |
| Board/committee meeting cadence (2024) | Board: 6 meetings; Audit: 8; Compensation & Human Capital: 6; Nominating/Governance: 4 |
| Attendance | All directors attended at least 75% of Board and committee meetings; independent directors held 4 executive sessions in 2024 |
| Board leadership | Independent, non‑executive Chair; roles of Chair and CEO separated |
| Outside boards policy | Limit is ≤3 other public boards (≤1 if serving as public-company CEO); all nominees in compliance |
| Anti‑hedging/pledging | Prohibited for directors and officers |
| Clawback | Executive compensation recoupment policy adopted Nov 7, 2023 per Rule 10D‑1/Nasdaq standards |
Fixed Compensation (Director)
| Component (2024) | Amount |
|---|---|
| Annual cash retainer | $115,000 |
| Committee chair fee (Nominating/Governance) | $25,000 |
| Total cash paid (Campbell, 2024) | $140,000 |
| Annual equity (RSUs) grant-date fair value | $159,999 |
| Total 2024 director compensation | $299,999 |
Additional director program features:
- Standard non‑employee director equity award: RSUs valued at $160,000, typically granted at the annual meeting; vest at the earlier of one year or the next annual meeting (≥50 weeks after prior meeting). Dividend equivalents accrue and pay only upon vest; forfeited if RSUs are forfeited. Chair’s cash retainer increased to $200,000 in 2024 with corresponding reduction of Chair equity target to $160,000 (options in 2023 replaced with RSUs in 2024).
- Campbell elected to defer receipt of 2024 RSUs until after Board service under the 2008 Deferred Compensation Plan.
- Equity plan limit for non‑employee directors: grant value plus cash fees ≤$1,000,000 per year (≤$2,000,000 for a non‑executive Chair).
Performance Compensation (Oversight Focus, not paid to director)
As a Compensation & Human Capital Committee member, Campbell oversees executive pay design and outcomes.
2024 Bonus Plan – Corporate Metrics and Outcomes (Company-wide)
| Metric | Weight | Minimum Threshold | Target Zone (100%) | Max (200%) | 2024 Actual | Payout |
|---|---|---|---|---|---|---|
| Adjusted Operating Cash Flow | 25% | >$250M | $375–$425M | $550M | $526M | 176% |
| Adjusted EPS | 25% | >$0.50 | $0.58–$0.62 | $0.70 | $0.68 | 175% |
| Core Sales | 20% | >$7.275B | $7.80–$7.87B | $8.16B | $7.81B | 100% |
| FUEL Productivity | 15% | >$150M | $225M | $325M | $341M | 200% |
| Weighted Forecast Accuracy | 15% | >35% | 38% | 45% | 45.6% | 200% |
| Corporate weighted payout | — | — | — | — | — | 168% |
2024 LTIP PRSUs – Performance Metrics/Targets Free Cash Flow Productivity (as % of Adjusted Net Income)
| 2024 | 2025 | 2026 | |
|---|---|---|---|
| Minimum threshold | >60% | >60% | >60% |
| Target (100%) | 90% | 90% | 90% |
| Max (200%) | 120% | 120% | 120% |
Annual Adjusted EPS Performance
| 2024 | 2025 | 2026 | |
|---|---|---|---|
| Minimum threshold | >$0.50 | >0% growth | >0% growth |
| Target (100%) | $0.60 | 8% growth | 8% growth |
| Max (200%) | $0.68 | 15% growth | 15% growth |
Context and signals:
- 2024 Say‑on‑Pay failed (43% support); Board (Comp Committee chaired by Keane) led direct investor outreach and simplified incentive metrics (fewer measures; no TSR in 2024–2025 LTIP).
- 2023 one‑time SIP awards (a shareholder concern) are not expected to recur absent extraordinary circumstances.
Other Directorships & Interlocks
- Compensation Committee Interlocks: In 2024, Campbell served on the Compensation & Human Capital Committee; no member was an officer/employee of NWL, and there were no related‑party transactions requiring Item 404 disclosure; no cross‑board interlocks with NWL executives.
Expertise & Qualifications
- Financial/accounting expertise; capital structure and capital markets experience; leadership of M&A and IT at 3M; brings seasoned oversight across finance, M&A, and technology to NWL.
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (as of Feb 26, 2025) | 18,477 shares; <1% of outstanding shares |
| 2024 unvested director RSUs | 19,441 RSUs outstanding as of 12/31/2024 (standard annual grant); Campbell elected to defer 2024 RSUs until after Board service |
| Director ownership guideline | 5x annual cash retainer (for non‑employee directors) |
| Hedging/pledging | Prohibited for directors |
Governance Assessment
Strengths
- Independent director; chairs Nominating/Governance and serves on Compensation & Human Capital—positions central to board effectiveness and pay oversight.
- Board maintains independent Chair structure; regular executive sessions; robust governance features (majority voting, proxy access, special meeting rights, anti‑hedging/pledging).
- Formal clawback policy aligned with SEC/Nasdaq; structured director compensation with reasonable limits under equity plan.
- Shareholder engagement response to low Say‑on‑Pay, with reduced metric complexity and commitments on special awards.
Watch items / potential red flags
- 2024 Say‑on‑Pay failure (43% support) signals investor dissatisfaction with prior design and special grants; as a Comp Committee member, Campbell is accountable for continued remediation and investor alignment.
- Personal “skin‑in‑the‑game” appears modest by absolute share count (18,477 shares); director ownership guidelines apply, but compliance status for directors is not explicitly disclosed in the proxy.
- Prior use of special one‑time SIP awards (2023) drew investor concern; committee states intent to avoid such awards absent extraordinary circumstances. Continued monitoring warranted.
Director Compensation Program Snapshot (for context)
- Cash: $115,000 annual retainer; $25,000 per committee chair; additional Chair of Board cash retainer $200,000 (since 2024).
- Equity: $160,000 in RSUs annually; vest at the earlier of one year or next annual meeting (with ≥50-week requirement). Deferral optional via the 2008 Plan.
- Equity plan guardrails: Director total awards plus cash fees capped at $1,000,000/year (non‑exec Chair $2,000,000).
All statements and data above are sourced from Newell Brands’ 2025 DEF 14A proxy statement. Citations: