Tracy L. Platt
NEWELL BRANDSAbout Tracy L. Platt
Chief Human Resources Officer and Named Executive Officer at Newell Brands (NWL); joined in 2023 (received an inducement equity award on December 4, 2023, in connection with accepting the CHRO role) . In 2024, Newell executed on a turnaround: TSR rose 18%, gross margin expanded by 470 bps (reported) and 460 bps (normalized), nearly $500M of operating cash flow was generated, and sales/margin trajectories improved, supporting above‑target annual bonus outcomes for corporate NEOs (including the CHRO) . Shareholders rejected Say‑on‑Pay in 2024 (43% support), prompting extensive engagement and compensation program simplification for 2024–2025 .
Fixed Compensation
| Item | 2024 | Notes |
|---|---|---|
| Base Salary | $700,000 | Final 2024 salary rate; no 2024 increase |
| Target Bonus (% of Salary) | 85% | Corporate plan metrics for CHRO |
| Actual Bonus (% of Target) | 168% | Corporate payout applied to CHRO |
| Actual Bonus ($) | $999,600 | Paid March 2025 |
Performance Compensation
2024 Annual Bonus Plan (Corporate goals for CHRO)
| Metric | Weight | Threshold | Target Zone | Max | Actual | Payout (% of Target) |
|---|---|---|---|---|---|---|
| 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% |
| Total Corporate Payout | 100% | — | — | — | — | 168% |
Notes:
- Annual bonus metrics and weightings for corporate management (including the CHRO) were simplified to five measures in 2024 .
Long‑Term Incentive Plan (LTIP)
| Grant | Grant Date | Target Value | Instrument | Quantity | Vesting | Performance Metrics |
|---|---|---|---|---|---|---|
| 2024 LTIP | Feb 16, 2024 | $1,645,000 | PRSU | 107,235 | Cliff vests 3rd anniversary, subject to performance | 50% annual Adjusted EPS (2024 level: $0.60; 2025/2026 growth: 8% target; 0% threshold; 15% max growth) and 50% Free Cash Flow Productivity (each year: 60% threshold/90% target/120% max), with 0–200% payout range; measured as average of annual payouts 2024–2026 |
| 2024 LTIP | Feb 16, 2024 | Included above | TRSU | 107,235 | 1/3 each on Feb 16, 2025/2026/2027, service‑based |
Inducement Employment Transition Award (upon joining as CHRO):
- 199,634 RSUs granted Dec 4, 2023 (50% TRSU vest ratably over 3 years; 50% PRSU cliff vests Dec 2026 upon satisfying role‑specific performance and continued employment). In Nov 2024, the Committee certified the PRSU conditions were met; PRSUs remain subject to service through Dec 2026 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (2/26/2025) | 24,452 shares; less than 1% of outstanding |
| Stock Ownership Guideline | Other NEOs: 1.5× salary; CHRO falls in this category |
| Guideline Compliance | All NEOs are in compliance as of Proxy date |
| Hedging/Pledging | Hedging and pledging of company stock by executive officers is prohibited |
| Ownership‑building features | Must retain 75% of net after‑tax shares from RSU vesting until guideline met |
Upcoming vesting and potential selling pressure (service/performance‑based):
| Date | Type | Shares | Source |
|---|---|---|---|
| Feb 16, 2025 | TRSU | 35,745 | 2024 LTIP tranche |
| Dec 4, 2025 | TRSU | 33,272 | Inducement TRSU tranche |
| Feb 16, 2026 | TRSU | 35,745 | 2024 LTIP tranche |
| Dec 4, 2026 | TRSU | 33,273 | Inducement TRSU tranche |
| Dec 4, 2026 | PRSU | 99,817 | Inducement PRSU (performance certified; service through 12/2026) |
| Feb 16, 2027 | TRSU | 35,745 | 2024 LTIP tranche |
| Feb 16, 2027 | PRSU | 107,235 | 2024 LTIP PRSU (performance period 2024–2026) |
Employment Terms
| Provision | No CIC Termination (Qualifying) | CIC (Within 24 Months, Qualifying) | Notes |
|---|---|---|---|
| Cash Severance | 1× (salary + target bonus) = $1,295,000 | 2× (salary + target bonus) = $2,590,000 | Severance Plan; CEO has 2× outside CIC; non‑CEO executives 1× outside CIC |
| Pro‑rata Bonus | Based on actual results | Based on target | Year of separation |
| Equity | Pro‑rata vesting of time‑based awards that would vest in next 3 years; performance awards vest based on actual performance; more favorable grant/offer letter terms may apply | Full vesting; performance‑based treated at target (if not replaced); double‑trigger if replaced awards | Double‑trigger equity vesting post‑CIC if replacement awards are provided |
| Benefits & Outplacement | Up to 1 year of medical/dental at active rates; 12 months outplacement | Up to 2 years of medical/dental at active rates; 12 months outplacement | — |
| Clawback | SEC/Nasdaq‑compliant recoupment policy adopted Nov 7, 2023 | — | Applies to incentive‑based comp for last 3 completed fiscal years |
| Special CHRO Offer‑Letter Term | If terminated without Good Cause or for Good Reason within first 3 years, any unvested TRSUs/PRSUs from the 12/4/2023 Employment Transition Award continue to vest on schedule (subject to performance) | — | Enhances retention on inducement grant |
Potential payouts as of 12/31/2024:
- Qualifying termination (no CIC): total estimated $4,879,330 (severance $1,295,000; pro‑rata bonus $999,600; unvested RSUs/options value $2,539,860; benefits/outplacement $44,870) .
- Qualifying termination within 24 months of CIC: total estimated $7,037,827 (severance $2,590,000; pro‑rata target bonus $595,000; unvested equity value $3,793,087; benefits/outplacement $59,740) .
Perquisites, Deferred Compensation, and Other
| Component | 2024 Amount | Detail |
|---|---|---|
| Flexible Perquisites Stipend | $21,638 | Personal auto/financial services, etc. |
| Annual Health Examination | Included in “Other Benefits” (utilized) | Company policy |
| Relocation Benefits | $145,029 (incl. $20,543 tax gross‑up) | One‑time, per policy |
| 401(k) Company Match | $20,700 | 2024 contributions |
| Supplemental ESP (Company Match) | $81,276 | Nonqualified plan |
| Supplemental ESP (Executive Deferrals) | $94,976 | 2024 deferral |
| Supplemental ESP (Year‑end Balance) | $177,538 | As of 12/31/2024 |
Compensation Structure Analysis
- Pay‑for‑performance design: ~50% of other NEO target total direct comp (including CHRO) is performance‑based; LTIP is 50% PRSU/50% TRSU with 0–200% PRSU payout, tied to Adjusted EPS and FCF Productivity over 2024–2026; annual bonus tied 100% to financial/operational goals .
- Simplification and rigor: 2024 reduced bonus metrics from six to five and LTIP metrics from three to two; removed relative TSR modifier to focus on earnings and cash generation in 2024–2025 .
- Say‑on‑pay response: After 43% support in 2024 and the proposal’s failure, the committee committed to avoiding future one‑time special awards (absent extraordinary circumstances) and enhanced disclosure of in‑process LTIP targets .
- Clawback/anti‑hedging/anti‑pledging and ownership retention reinforce alignment with shareholders .
Equity Vesting Schedules and Insider Selling Pressure
A concentrated set of TRSU/PRSU vests falls in 2025–2027, notably Dec 2026 (Inducement PRSU 99,817 shares and TRSU tranche) and Feb 2027 (2024 LTIP PRSU/TRSU), which can create tax‑related selling needs around vest dates; retention risk is mitigated by multi‑year cliff and ratable vesting and offer‑letter protection for the inducement award . Anti‑hedging/pledging policies reduce misalignment risk .
Compensation Peer Group (for benchmarking)
A custom comparator group (e.g., Colgate‑Palmolive, Kimberly‑Clark, Whirlpool, Clorox, Spectrum Brands, etc.) informed 2024 NEO decisions; market data and survey inputs guide mix/levels, with periodic peer review .
Say‑on‑Pay & Shareholder Feedback
- 2024 Say‑on‑Pay: 43% support; proposal did not pass .
- Engagement: Reached out to holders of ~69% of shares; met with holders of ~37% plus ISS/Glass Lewis; feedback led to fewer metrics, clearer disclosure, and a stated intent to avoid one‑time special awards absent extraordinary circumstances .
Risk Indicators & Red Flags
- 2024 Say‑on‑Pay failure and prior one‑time awards (to certain NEOs; CHRO received an inducement award) elevate scrutiny risk, though the committee has addressed investor feedback .
- Related‑party transactions: none disclosed for NEOs in the proxy; conflicts process described .
- Clawback in force; anti‑hedging/pledging; stock ownership compliance—mitigating governance risks .
Investment Implications
- Alignment and retention: Multi‑year PRSU design (earnings and cash flow), ownership guidelines (1.5× salary), and anti‑hedging/pledging support alignment; inducement award service condition and special offer‑letter vesting protection strengthen retention through 2026 .
- Potential overhang/selling windows: 2026–2027 vesting concentrations (99.8k PRSUs in Dec 2026; 107.2k PRSUs in Feb 2027) could create episodic selling pressure; monitoring Form 4s around those dates is prudent .
- Pay scrutiny: With Say‑on‑Pay failure in 2024, governance risk persists if future payouts are viewed as misaligned; however, 2024’s strong operating/TSR outcomes supported above‑target bonuses, and the committee has simplified and disclosed metrics more robustly .