Terry Polistina
Spectrum Brands HoldingsAbout Terry L. Polistina
Terry L. Polistina, age 61, has served as Lead Independent Director of Spectrum Brands since July 2018 and is currently Chair of the Compensation Committee and a member of the Nominating & Corporate Governance (NCG) Committee . He holds a B.S. in finance from the University of Florida and an MBA from the University of Miami, and brings CFO/COO/President-level operating experience across consumer appliances businesses .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Spectrum Brands Legacy (SPB Legacy) | President – Small Appliances; later President – Global Appliances | President – Small Appliances starting June 2010; Global Appliances Oct 2010–Sep 2013 | Senior operating leadership in appliances; subsequent director service until July 2018 |
| Spectrum Brands, Inc. (SBI) | Director | Aug 2009–Jun 2010 | Board-level oversight prior to HRG merger |
| Applica | CFO; COO | CFO 2001–2007; COO 2006–2007 | Finance and operations leadership; Applica combined with Russell Hobbs in 2007 |
| Russell Hobbs | CEO & President | 2007–2010 | Led combined appliances company post-Applica combination |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| VYVVE, LLC (skincare) | Chief Financial Officer and Director | Since Sep 2024 | VYVVE filed for bankruptcy on Apr 7, 2025 (U.S. Bankruptcy Court, S.D. Florida) |
| Entic, Inc. (private) | Director | Not disclosed | Prior private company directorship |
Board Governance
- Independence: Board affirmatively determined Polistina is independent under NYSE rules; all committees are entirely independent .
- Committee assignments: Chair, Compensation Committee; Member, NCG Committee; Lead Independent Director since July 2018 .
- Lead Independent Director responsibilities include presiding over executive sessions, agenda/schedule approval, liaison role with management, and shareholder consultation availability .
- Attendance: During Fiscal 2024, all directors attended 100% of Board and committee meetings; Board met 4 times, Compensation Committee 6, NCG Committee 5 .
Fixed Compensation
| Component | FY2024 Program Terms | Notes |
|---|---|---|
| Annual cash retainer (non-employee director) | $105,000 | Payable quarterly |
| Lead Independent Director premium | $40,000 cash; $20,000 additional equity retainer | Applied to Polistina |
| Committee chair retainers | Audit $20,000; Compensation $15,000; NCG $15,000 | Polistina chairs Compensation |
| Election to receive cash in stock | Directors may elect to receive all director/committee compensation in Company stock awards in lieu of cash | Polistina elected stock for cash retainers in FY2024 |
| Director (FY2024) | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| Terry L. Polistina | 160,012 | 144,977 | 7,716 (dividend equivalents) | 312,705 |
Footnotes: For directors who elected to receive cash retainers in stock, the “Fees Earned or Paid in Cash” column reflects grant-date fair value per FASB ASC 718; grants valued at $66.23 per share for awards made Nov 24, 2023 .
Performance Compensation
| Grant Type | Grant Date | RSUs/Units | Grant-Date Fair Value per Share | Total Grant-Date Fair Value | Vest Date |
|---|---|---|---|---|---|
| Annual Director RSU grant | Nov 24, 2023 | 2,189 RSUs | $66.23 | $144,977 | Oct 1, 2024 |
| RSUs in lieu of cash retainer (election) | Nov 24, 2023 | 2,416 RSUs | $66.23 | $160,012 | Oct 1, 2024 |
- Directors’ equity awards are time-based RSUs; no performance metrics apply to director equity awards in FY2024. Dividend equivalents on vested RSUs paid in cash (included in “All Other Compensation”) .
- Company maintains robust clawback, anti-hedging, and anti-pledging policies covering directors .
Other Directorships & Interlocks
| Topic | Disclosure |
|---|---|
| Compensation Committee interlocks | During Fiscal 2024, no Compensation Committee member was an officer/employee; no executive officer served on another entity’s compensation committee with reciprocal ties to SPB’s Board/Comp Committee |
| Independent compensation consultant | WTW retained as independent advisor to Compensation Committee in FY2024 |
Expertise & Qualifications
- Financial and operating expertise: former CFO/COO/President at Applica/Russell Hobbs; former President of Spectrum Brands Legacy appliances .
- Governance leadership: Lead Independent Director since 2018 with defined responsibilities enhancing board effectiveness .
- Education: B.S. Finance (University of Florida); MBA (University of Miami) .
Equity Ownership
| Holder | Beneficial Shares | Percent of Outstanding | Unvested RSUs Outstanding (as of Sep 30, 2024) |
|---|---|---|---|
| Terry L. Polistina | 47,361 | * (less than 1%) | 4,605 RSUs |
- Shares outstanding at record date: 24,534,650 (for context on percentages) .
- Stock Ownership Guidelines: Directors expected to hold stock valued at ≥5x annual cash retainer; 50% net after-tax shares retention until compliance; 5 years to achieve; quarterly compliance review by Compensation Committee .
Governance Assessment
- Strengths: Clear independence determination; robust attendance (100%); LID responsibilities that enhance oversight; fully independent committees; adoption of clawback, anti-hedging/pledging policies; quarterly review of stock ownership guideline compliance; use of independent compensation consultant (WTW) .
- Alignment signals: Elected to receive FY2024 cash retainers entirely in stock; receives annual RSU grants; holds unvested RSUs, reinforcing alignment with shareholders .
- Potential red flags and watch items:
- External association: CFO/Director of VYVVE, LLC, which filed for bankruptcy on Apr 7, 2025—reputational risk; monitor for time commitments and any spillover issues, though no related-party transactions with SPB are disclosed in the retrieved sections .
- Role concentration: Serves simultaneously as Lead Independent Director and Compensation Committee Chair—can be effective but centralizes governance influence; continued strong attendance and independent composition of committees partly mitigates this .
- Overall: Governance profile exhibits strong independence, engagement, and shareholder alignment practices; the VYVVE bankruptcy is a non-SPB event but warrants monitoring for optics and bandwidth. Continued adherence to anti-hedging/pledging policies and stock ownership guidelines supports investor confidence .