David Maura - Chief Executive Officer | Spectrum Brands Holdings (SPB) Executive Profile & Compensation

About David Maura

David M. Maura, age 52, has served as Chief Executive Officer and Executive Chairman (Chairman of the Board) of Spectrum Brands Holdings since July 2018; he holds a B.S. in Business Administration from Stetson University and is a CFA charterholder . Under his tenure, Spectrum reported net income from continuing operations of $99.3 million and Adjusted EBITDA of $371.8 million in Fiscal 2024, with net sales and organic net sales up 1.5% and e-commerce sales up 18% to 22% of total net sales; cumulative TSR from Sept. 30, 2020 to Sept. 30, 2024 reached $181.59 vs. peer group $132.76 . Capital allocation included repurchasing 13.2 million shares (~32% of outstanding) for ~$1.0 billion through FY2024, a 12% dividend increase to $0.47, and net debt leverage reduced to 0.056x; 2024 saw debt reduction of $1,341.4 million and issuance of $350 million in 3.375% exchangeable bonds .

Past Roles

Organization	Role	Years	Strategic Impact
Spectrum Brands Legacy / SPB Legacy	Executive Chairman (Jan 2016), CEO (Apr 2018)	2016–2018	Led transition pre-HRG merger; operated consumer portfolio
HRG Group	Managing Director & EVP Investments; Director	2011–2016 (MD/EVP), 2011–2017 (Director)	Capital allocation, portfolio oversight in consumer sectors
Harbinger Capital Partners	Vice President & Director of Investments	2006–2012	Special situations across consumer products/retail
First Albany Capital	Managing Director & Senior Research Analyst	Pre-2006	Distressed debt/special situations coverage
Merrill Lynch	Director & Senior High Yield Research Analyst	Pre-2006	High yield coverage in consumer sectors
Wachovia Securities	Vice President & Senior Analyst, High Yield	Pre-2006	Covers consumer product/service/retail companies
ZPR Investment Management	Financial Analyst	Early career	Fundamental analysis

External Roles

Organization	Position	Years	Notes
Mosaic Acquisition Corp.	Chairman, President & CEO	Oct 2017–Jan 2020	SPAC; later Vivint Smart Home combination
Vivint Smart Home, Inc.	Outside Director	Jan 2020–Mar 2020	Post-deSPAC directorship
Boards: Ferrous Resources, Russell Hobbs, Applica	Director	Prior years	Consumer/industrial exposure

Fixed Compensation

Component	Fiscal 2024 Amount/Terms	Notes
Annual Base Salary	$900,000	CEO & Executive Chairman combined; employment agreement sets $700k Executive Chairman + $200k CEO
Target Annual Bonus (MIP)	125% of base salary	Max 250% of target; pay-for-performance
Actual Annual Bonus Paid (FY2024)	$2,583,675	Driven by above-target results across metrics
Perquisites	Financial planning/car allowance waived; life insurance, 401(k), supplemental life contributions	Waived FP/car; other amounts disclosed in All Other Compensation table

Performance Compensation

Annual MIP (FY2024)

Metric	Weighting	Threshold	Target	Maximum	Actual	Calculated Payout (% of Target)	Vesting/Payment
Adjusted EBITDA ($mm)	33.3%	$258.28	$286.98	$307.07	$319.18	200.00%	Cash, post-FY close
Adjusted Average Inventory Turns	33.3%	3.21	3.38	3.48	4.05	200.00%	Cash, post-FY close
Net Sales ($mm)	33.3%	$2,742.48	$2,886.82	$2,973.42	$2,963.88	188.99%	Cash, post-FY close

Payout curve adjustments: maximum thresholds were modestly lowered in FY2024 (EBITDA ≥7% above target; Net Sales/Turns ≥3% above target), increasing probability of top-end payouts—a watchpoint for pay-for-performance rigor .

LTIP (FY2024 grants; 3-year performance ending FY2026; single vest date Dec 2026)

Instrument	Metric(s)	Target Grant	Max Earned	Vesting	Notes
PSUs (70%)	Cumulative Adjusted EBITDA ($860.9/$904.7/$915.8mm thr/target/max), Adjusted Free Cash Flow ($132.4/$214.2/$227.4mm thr/target/max), Adjusted ROE (12.20%/13.60%/13.90%)	71,342 shares	89,178 shares	Dec 4, 2026, contingent on performance & service	Upside capped at 125% of target
RSUs (30%)	Time-based	30,575 shares	N/A	Dec 4, 2026, service only	One vest date; 50% post-vest holding for 1 year

Realized pay context: CEO realized pay in 2024 was $5,328,552 (50% of “reported” pay), reflecting the at-risk structure and multi-year vesting; PSUs granted in FY2022 paid zero at vest in Dec 2024 due to below-threshold 3-year performance .

Equity Ownership & Alignment

Item	Detail
Total Beneficial Ownership	684,196 shares; ~2.8% of outstanding; includes 51,309 vested options
Stock Ownership Guidelines	CEO voluntarily increased SOG to 6x base salary effective Aug 5, 2024; 50% net after-tax share retention for 1 year post-vesting; 5-year compliance horizon
Anti-Hedging & Anti-Pledging	Robust prohibitions; no derivatives, short sales; pledging prohibited (existing pre-2019 pledges exempt but modifications cannot increase shares)
Outstanding Unvested RSUs	15,817 (vested Dec 6, 2024); 32,530 (vest Dec 5, 2025); 30,575 (vest Dec 4, 2026) with respective market values at $95.14 close
Outstanding PSUs	75,904 (FY2023 target, vest Dec 5, 2025); 89,178 (FY2024 max, vest Dec 4, 2026)
Options	1,164 @ $86.38 exp. Nov 24, 2025; 51,309 @ $95.43 exp. Nov 28, 2026
Insider Selling Pressure	Exercised 26,743 options on May 10, 2024; value realized $319,579; Company states he has not sold vested shares from Dec 4, 2023 or shares from May 10, 2024 exercise beyond required tax-withholding

Employment Terms

Provision	Key Terms
Agreement & Term	Employment agreement initially to Apr 24, 2021; auto-renews annually; sets base salaries ($700k Executive Chairman; $200k CEO) and MIP target 125%
Severance – CEO role only	If CEO role terminated without cause/for good reason/death/disability/CIC non-renewal: $250k time-based equity vesting (grant-date value), $500k cash paid over 12 months, pro rata MIP for year of termination
Severance – Executive Chairman role	1.5x base salary + 1.0x target MIP (125% of base) over 18 months; pro rata MIP; 18 months of benefits; time-based equity fully vests; CIC during initial term adjusts cash to greater of 1.5x salary or months remaining in initial term; equity vests at target upon “CIC Termination” (double-trigger)
Non-Compete / Non-Solicit	18 months post-termination; confidentiality for 7 years; cooperation/non-disparagement requirements
Change-in-Control (Equity Plan)	Double-trigger vesting approach emphasized; PSUs vest at target upon “CIC Termination” within defined window
Clawback	Complies with Dodd-Frank Section 954 and SOX 304; discretionary clawbacks for misconduct or material misstatements; applies to cash and equity, vested/unvested; no indemnification
Tax Gross-ups	Company does not provide golden parachute gross-ups or CIC gross-ups in existing agreements
Pension/Deferred Comp	No pension or non-qualified deferred comp participation reported

Board Governance

Board service: CEO & Chairman since 2018; Board size seven; all committees composed of independent directors; Board fully declassified in 2024 .
Committees: Audit (Patel—Chair; Campbell, Chow, Rovit), Compensation (Polistina—Chair; James, Patel), Nominating & Corporate Governance (James—Chair; Polistina, Rovit) .
Attendance: 100% attendance at Board and committee meetings in FY2024; directors encouraged to attend annual meetings .
Lead Independent Director: Robust responsibilities include presiding over executive sessions, agenda/schedule approval, shareholder availability, management feedback, involvement in CEO performance review .
Independence and dual-role implications: Maura is not independent; governance mitigants include a fully independent Lead Director, majority independent Board, independent committees, majority voting with resignation policy, anti-hedging/pledging, and annual assessments .

Director compensation for Maura: none (employee director); non-employee director program includes $105k cash retainer and ~$125k RSUs annually; Lead Independent Director receives incremental retainers .

Compensation Structure Analysis

Mix and risk: 89.7% of CEO’s annual ongoing target compensation at risk; 70% of LTIP is performance-based; MIP is 100% performance-based .
Equity grant sizing: CEO LTIP target rose from $5.4 million (FY2023) to $6.75 million (FY2024), with realized value dependent on FY2026 performance and stock price .
Metric framework: MIP metrics adjusted to reduce overlap with LTIP; LTIP focuses on EBITDA, FCF, ROE; MIP on EBITDA, Net Sales, Inventory Turns .
Payout curve changes: Maximum thresholds lowered in FY2024 for MIP metrics—potentially increases top-end payouts; monitor whether targets remain challenging through cycles .
Governance guardrails: No option repricing; minimum one-year vesting; no dividends on unearned/unvested awards; double-trigger CIC vesting; independent consultant (WTW) .

Compensation Peer Group (FY2024)

Peers
Central Garden & Pet; Church & Dwight; Clorox; Edgewell; Energizer; Hanesbrands; Hasbro; Helen of Troy; Mattel; Newell Brands; Nu Skin; Scotts Miracle-Gro; USANA; Medifast; YETI	Adjusted peer composition: removed Fortune Brands Innovations and Tupperware; added YETI, Medifast, USANA; WTW provided market analysis and remained independent

Say-on-Pay & Shareholder Feedback

2024 say-on-pay approval ~97%—broad support; ongoing robust shareholder outreach through Okapi Partners and direct engagement; independent compensation consultant retained .

Performance & Track Record

Operations: Inventory turns >4x; fill rates >90%; E-commerce +18% YoY; stepped-up brand investment ~$62 million .
Capital structure: Discontinued receivable factoring; renegotiated revolver to $500 million maturing Oct 2028; $1,341.4 million debt reduction; net debt leverage 0.056x .
Strategic focus: Becoming pure-play Global Pet Care and Home & Garden; continued HPC separation dual-track; disciplined M&A .
Shareholder returns: ~$1.0B buybacks since HHI sale; dividend raised 12% .

Risk Indicators & Red Flags

Dual role (CEO + Chairman): Governance mitigants in place but continued monitoring warranted .
CIC vesting: PSUs vest at target under double-trigger CIC termination; ensure robust performance targets and shareholder alignment .
Payout curve easing: FY2024 MIP max thresholds lowered—watch for sustained rigor across cycles .
Related-party transactions: None disclosed; Section 16 compliance timely .
No tax gross-ups, no option repricing: Shareholder-friendly policies .
Insider trading: Option exercises in May 2024; company states no share sales beyond tax withholding—reduced near-term selling pressure signal, but monitor Form 4s .

Equity Ownership & Director Compensation (Board Context)

Item	Detail
Beneficial Owners >5%	Vanguard 15.0%; Allspring 6.1%; American Century 6.1%; Pzena 5.4%; American Century Companies 5.4%
Director compensation (FY2024)	Non-employee directors: $105k cash + ~$125k RSUs; incremental retainers for Lead Director/Committee chairs; RSUs vest within FY; Maura receives no director pay as employee

Investment Implications

Alignment: High at-risk pay, stringent clawbacks, anti-hedging/pledging, share ownership/retention rules, and double-trigger CIC vesting align incentives with multi-year value creation .
Performance linkage: Above-target MIP payments reflect strong operational execution (EBITDA, inventory turns, net sales); however, easing of MIP max thresholds merits scrutiny to ensure targets remain challenging .
Retention and continuity: Employment terms include robust severance for Executive Chairman role and moderate CEO-role severance; 18-month non-compete supports risk mitigation; single vest LTIP in Dec 2026 creates retention pressure and alignment through FY2026 .
Ownership and selling pressure: Significant personal stake (~2.8%) and stated lack of discretionary selling post-vest suggests aligned incentives; upcoming RSU/PSU vests in 2025–2026 are notable supply events to monitor, along with any further option exercises .
Governance: CEO-Chair dual role balanced by a strong Lead Independent Director and fully independent committees; say-on-pay support (~97%) indicates investor approval of the compensation framework, but ongoing vigilance over metric rigor and CIC vesting outcomes is warranted .