NEWELL BRANDS INC. : Change in Directors or Principal Officers, Financial Statements and Exhibits (form 8-K)

Item 5.02. Departure of Directors or Certain Officers; Election of Directors;

           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers

On December 8, 2022, the Board of Directors (the “Board”) of Newell Brands Inc.
(the “Company”) appointed Mark J. Erceg as Chief Financial Officer of the
Company, effective January 9, 2023 (the “Effective Date”). As of the Effective
Date, Christopher H. Peterson, will serve as President of the Company. A copy of
the Company’s news release dated December 12, 2022 is attached hereto as Exhibit
99.1 and incorporated by herein by reference.

Mr. Peterson, age 56, has served as the Chief Financial Officer of the Company
since December 2018 and has served as President since May 2022. He served as
President, Business Operations between February 2020 and May 2022 and as Interim
Chief Executive Officer from June 28, 2019 until October 2, 2019.

Mr. Erceg, age 53, served as the Executive Vice President and Chief Financial
Officer of Cerner Corporation (a health care information technology company)
from February 2021 until July 2022. From October 2016 to January 2021, he served
as Executive Vice President and Chief Financial Officer of Tiffany & Company (a
manufacturer and retailer of luxury jewelry). Prior to that, Mr. Erceg served as
Executive Vice President and Chief Financial Officer of Canadian Pacific Railway
between May 2015 and September 2016 and as Executive Vice President and Chief
Financial Officer of Masonite International (a global building products company)
from June 2010 to May 2015. Previously, Mr. Erceg held several financial and
business management positions at The Procter & Gamble Company (a global consumer
products company) from 1992 to 2010.

There are no family relationships, as defined in Item 401 of Regulation S-K,
between Mr. Erceg and any of the Company’s executive officers or directors or
persons nominated or chosen to become a director or executive officer. There is
no arrangement or understanding between Mr. Erceg and any other person pursuant
to which Mr. Erceg was appointed as Chief Financial Officer of the Company.
There are no transactions requiring disclosure under Item 404(a) of Regulation
S-K.

In connection with his appointment, Mr. Erceg entered into an Offer Letter with
the Company dated December 8, 2022 (the “Offer Letter”). Pursuant to the Offer
Letter, Mr. Erceg will receive an annual base salary of $800,000 per year and
participate in the following compensation programs:

(i) the Company’s Management Cash Bonus Plan (the “Bonus Plan”) with a target
payout equal to 120% of his annual base salary. The amount awarded under the
Bonus Plan will range between 0% and 200% of the target payout, based on the
extent to which applicable performance criteria are met;

(ii) the Company’s Long Term Incentive Plan (the “LTIP”) pursuant to which the
Company makes awards of restricted stock units (“RSUs”) and stock options to
executive officers on an annual basis. The target value of Mr. Erceg’s annual
LTIP award will be approximately $3.6 million, or 450% of his annual base
salary, although actual grants may vary from target based on Company performance
and/or changes in the relevant market for compensation. The number of restricted
stock units to be awarded to Mr. Erceg in February 2023, under the 2023 LTIP,
will be based on the closing price of the Company’s stock on the date of grant;

(iii) the Company’s Supplemental Employee Savings Plan and other benefit plans
provided to Company employees generally, including the Company’s Employee
Savings Plan;

(iv) the Company’s Executive Severance Plan;

(v) the Company’s Flexible Perquisites Program, with a perquisite allowance of
$21,638 per year; and

(vi) the Company’s Executive Relocation Program, with a 100% payback obligation
if he leaves the company within one year of his relocation date and a 50%
payback obligation if he leaves the Company within two years of his relocation
date.

In addition to his LTIP award, on the Effective Date or as soon thereafter as is
reasonably practicable, Mr. Erceg will receive a one-time sign-on award of stock
options, with a value of $1.0 million (the “Employment Transition Award”). For
purposes of the Employment Transition Award, the deemed value of an option to
purchase one share of Company stock shall equal 20% of the Company’s closing
stock price on the grant date. The stock options will cliff vest on the fifth
anniversary of the grant date, subject to Mr. Erceg’s continuous employment with
the Company.

There were no changes made to Mr. Peterson’s compensation.

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The summary of Mr. Erceg’s compensation above is qualified in its entirety by
reference to the Offer Letter, a copy of which is attached hereto as Exhibit
10.1 and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits



Exhibit
  No.       Description

99.1          Press Release of Newell Brands Inc. dated December 12, 2022

10.1          Offer Letter dated December 8, 2022 between Newell Brands Inc. and
            Marc Erceg

104         Cover Page Interactive Data File (formatted as inline XBRL and
            contained in Exhibit 101)

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