Stephanie P. Stahl
NEWELL BRANDSAbout Stephanie P. Stahl
Independent director of Newell Brands (NWL) since 2023; age 58. Senior Advisor at Boston Consulting Group; founder of Studio Pegasus; former CEO & co-founder of Ace of Air; former Global Marketing and Strategy Officer at Coach. Core credentials: consumer-focused leader with expertise in marketing, data analytics, digital, sustainability, brand building, and strategic planning; current public company directorships at Edgewell Personal Care, Dollar Tree, and Carter’s Inc.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ace of Air (B Corp sustainable beauty) | CEO & Co-Founder | 2017–2021 | Led sustainability-focused venture |
| Coach, Inc. | Global Marketing & Strategy Officer | 2012–2015 | Drove global marketing and strategy |
| Boston Consulting Group | Partner (prior to 2012) | Prior to 2012 | Senior leadership in consumer/retail; advisory experience |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Edgewell Personal Care Company | Director | Current | Consumer products sector |
| Dollar Tree, Inc. | Director | Current | Discount retail sector |
| Carter’s Inc. | Director | Current | Children’s apparel sector |
| Brumate | Director | Former | Private/consumer brand |
| Founder’s Table | Director | Former | Private |
| Knoll, Inc. | Director | Former | Public company (historical) |
Board Governance
- Independence: Board determined all non-management director nominees (including Stahl) are independent under Nasdaq rules and company guidelines; CEO Peterson is not independent.
- Committee assignments: Compensation & Human Capital Committee (member); Nominating/Governance Committee (member).
- Attendance: Board held six meetings in 2024; all directors attended at least 75% of Board and committee meetings; non-management directors held four executive sessions.
- Shareholder engagement: Participated in Fall 2024 outreach on Say-on-Pay; either the Board Chair or Stahl joined 50% of meetings covering ~28% of shares outstanding.
- 2025 director election results (vote counts): Stahl received 344,917,294 “For”; 7,609,964 “Against”; 532,108 “Abstain”; 30,910,578 broker non-votes.
Fixed Compensation
| Component | Amount/Terms | Notes |
|---|---|---|
| Annual cash retainer (non-employee directors) | $115,000 | Paid quarterly; directors may defer fees under 2008 Plan |
| Committee chair fee | $25,000 per chair (Audit/Nominating/Compensation) | Applies to chairs; Stahl is a member, not a chair |
| Chair of the Board additional retainer | $200,000 | Separate from base retainer |
| Annual RSU grant (non-employee directors) | $160,000 grant value | Vests at 1-year or next annual meeting (≥50 weeks); dividend equivalents paid at vest |
| Deferral of RSUs | Available via 2008 Plan | RSUs convert to phantom units; shares delivered post-service with cash value of reinvested dividends |
| Anti-hedging/anti-pledging | Prohibited for directors | Company policy bars hedging/pledging |
2024 actual director compensation for Stahl:
| Item | Amount |
|---|---|
| Fees Earned/Paid in Cash ($) | $115,000 |
| Stock Awards ($) | $159,999 |
| Total ($) | $274,999 |
| RSUs Granted (May 9, 2024) | 19,441 RSUs (based on $160,000 / $8.23) |
| RSU Deferral Election | Elected to defer 2024 RSUs under 2008 Plan |
Performance Compensation
| Program | Metrics | Weighting/Targets | Vesting/Notes |
|---|---|---|---|
| Director equity (RSUs) | None (time-based vesting only) | N/A | RSUs vest at 1-year or next annual meeting; dividend equivalents at vest; directors may defer settlement |
NWL does not use performance metrics for director compensation; equity is time-based to align with shareholder interests.
Other Directorships & Interlocks
- Current boards: Edgewell Personal Care, Dollar Tree, Carter’s Inc.
- Committee positions at those companies not disclosed in NWL’s proxy; no NWL-related party transactions requiring Item 404 disclosure for Compensation Committee members (including Stahl) in 2024.
- Potential information flow: Service at major consumer brands/retailer boards offers category and channel insights; NWL’s Nominating/Governance Committee annually reviews director independence and potential conflicts.
Expertise & Qualifications
- Functional expertise: marketing, data analytics, digital, sustainability, brand building, strategic planning.
- Board skills alignment: Board snapshot emphasizes CPG, innovation, marketing/sales, risk management, governance—all areas where Stahl contributes.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Stephanie P. Stahl | 22,474 | <1% | Based on 417,676,055 shares outstanding (Feb 26, 2025) |
| Stock ownership guideline (directors) | 5x annual cash retainer | Policy | Directors expected to hold ≥5x cash retainer; deferrals count toward guideline |
| Hedging/Pledging | Prohibited | Policy | Company-wide prohibition for directors and officers |
Governance Assessment
- Committee roles/engagement: Active on Compensation and Nominating/Governance—both central to pay design, board refresh, and governance policy. Participation in shareholder outreach post 2024 Say-on-Pay failure is a positive signal of responsiveness.
- Independence & attendance: Confirmed independent; attendance thresholds met amid six Board and multiple committee meetings; four executive sessions held—supports robust oversight.
- Director pay alignment: Balanced cash/equity structure (cash retainer $115k; RSUs $160k) with time-based vesting; RSU deferral option strengthens long-term alignment; no performance metrics for director pay consistent with governance norms.
- Ownership alignment: Personal holdings are modest (<1% by nature of board role); policy requires 5x retainer; anti-hedging/pledging reduces misalignment risk.
- Conflicts/related-party exposure: No related-party transactions requiring disclosure for Compensation Committee members; ongoing independence reviews mitigate risk.
RED FLAGS
- 2024 Say-on-Pay failed (43% in favor); while remedial engagement occurred and 2025 Say-on-Pay passed, the 2024 outcome highlights prior investor concerns over pay practices.
SAY-ON-PAY & SHAREHOLDER FEEDBACK
| Year | For | Against | Abstain | Broker Non-Votes | Outcome |
|---|---|---|---|---|---|
| 2024 | 43% in favor (approximate; Company notes failure) | — | — | — | Failed |
| 2025 | 297,871,146 | 54,548,725 | 639,495 | 30,910,578 | Passed |
Director Election Vote Detail (2025)
| Nominee | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Stephanie P. Stahl | 344,917,294 | 7,609,964 | 532,108 | 30,910,578 |
Compensation Committee Analysis
- Membership: Keane (Chair), Campbell, Ryan Berman, Stahl; all independent.
- Consultant: Pearl Meyer engaged; provides market data, peer group and program advice; maintains independence (no other company services).
- 2024 focus: Simplified LTIP and Bonus Plan metrics; responded to investor feedback post-2024 Say-on-Pay. Stahl was part of the Committee recommending CD&A inclusion and participating in outreach.
Related Party Transactions
- None requiring Item 404 disclosure for Compensation Committee members in 2024; Nominating/Governance oversees conflicts review and independence determinations.