Ehsan Zargar

About Ehsan Zargar

Executive Vice President, General Counsel & Corporate Secretary at Spectrum Brands (SPB) since October 1, 2018; age 48; law degree and BA from the University of Toronto. He leads legal, ESG, health and safety, insurance, real estate, and plays a lead role in M&A and capital markets; previously led the Company’s executive compensation program . Company performance in FY2024: net sales growth 1.5%, adjusted EBITDA $371.8M, net income from continuing operations $99.3M, with share repurchases totaling 13.2M shares (~32% of outstanding) since the HHI divestiture and a 12% dividend increase—context for incentive outcomes and realized pay .

Past Roles

External Roles

Fixed Compensation

Performance Compensation

Management Incentive Plan (MIP) – FY2024

Notes: Zargar’s MIP target is 60% of base salary; maximum payout is 200% of target for non-CEO NEOs .

Long-Term Incentive Plan (LTIP) – FY2024 Grants

PSU performance curves (3-year FY2024–FY2026):

Historical PSU outcome: FY2022 PSU grants (FY2022–FY2024 performance) paid 0; all target PSUs were forfeited in Dec 2024 .

Equity Ownership & Alignment

Beneficial Ownership

Notes: Percentage based on 24,534,650 shares outstanding as of June 17, 2025; asterisk denotes less than 1% .

Vested vs Unvested and Vesting Schedule

Ownership guidelines: General Counsel required to hold stock equal to 3x base salary, with 5 years to achieve; 50% net after-tax retention on awards until guideline met, and 1-year post-vesting 50% retention for NEOs . Anti-pledging and anti-hedging policies prohibit pledging, short sales, derivatives, and require preclearance for trades (unless under approved 10b5-1 plans) .

Employment Terms

Compensation Committee Analysis

• Committee composition: Compensation Committee chaired by Terry L. Polistina; members Sherianne James and Gautam Patel; all independent .
• Independent consultant: WTW retained; $127,593 fees for executive/director compensation consulting in FY2024; ~$14,000 for benefits consulting; Committee determined independence and no conflicts .
• Peer group (FY2024): Central Garden & Pet; Church & Dwight; Clorox; Edgewell; Energizer; Hanesbrands; Hasbro; Helen of Troy; Mattel; Newell Brands; Nu Skin; Scotts Miracle-Gro; USANA Health Sciences; Medifast; YETI .
• Governance and practices: double-trigger CIC equity, no option repricing, minimum 1-year vesting, anti-hedging/anti-pledging, clawback, stock ownership guidelines; 97% say-on-pay approval at 2024 annual meeting .

Performance Compensation Structure Diagnostics

• Cash vs equity mix: Increase in equity grants for Zargar from $1.60M (2023) to $3.05M (2024), including a one-time supplemental RSU for retention; cash MIP rose from $135,960 (2023) to $471,192 (2024) on strong metric performance .
• At-risk pay: LTIP 70% PSUs (performance-based) and 30% RSUs (time-based); MIP 100% performance-based with three equal metrics; PSU performance curves set for FY2024–FY2026 .
• Metric changes/rigor: MIP maximum thresholds tightened (e.g., EBITDA max reduced to +7% vs +10% prior; Net Sales/Turns to +3% vs +5%)—increasing difficulty to achieve max payout .
• Option usage: Company did not grant stock options in FY2024; option repricing prohibited .

Equity Ownership & Alignment Policies

• Anti-pledging/hedging prohibitions; preclearance or 10b5-1 plan requirement; trading windows/blackout governance .
• Stock ownership guidelines: 3x salary for General Counsel; five-year compliance window; ongoing 50% retention requirements .
• Clawback and forfeiture: broad recovery mechanisms; forfeiture for competition/solicitation/ disclosure violations or adverse conduct .

Related Parties, Legal & Risk Indicators

• Tax gross-ups: Not provided for NEOs .
• Option repricing: Prohibited under the 2020 Equity Plan .
• Insider transactions: FY2024 activity included vesting of 14,542 RSUs/PSUs and exercise of 5,009 options (value realized $59,807) .
• Say-on-pay support: ~97% approval (2024 annual meeting) .

Investment Implications

• Alignment and retention: Large unvested equity (FY2023 and FY2024 RSUs/PSUs) plus supplemental RSUs vesting in 2025–2026 creates retention hooks and alignment, especially with 70% of LTIP tied to 3-year EBITDA/FCF/ROE metrics .
• Payout sensitivity and selling pressure: FY2024 MIP paid above target on strong operational metrics; vesting cycles and occasional option exercises indicate episodic selling pressure tied to vest/exercise events (e.g., May 2024), mitigated by anti-hedging/pledging and preclearance/10b5-1 oversight .
• Severance and CIC economics: Agreement provides 2.99x base + 1.5x target bonus cash and immediate vesting at target upon qualifying termination; equity plan double-trigger CIC reduces single-trigger risk but target vest on termination elevates potential exit economics—relevant for retention vs. change-in-control scenarios .
• Performance risk/discipline: FY2022 PSUs paid zero, evidencing real performance gating; robust clawback/forfeiture policies and no gross-ups/option repricing are governance positives .