NWL DEF 14A Report ended March 27, 2025

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No.  )

Filed by the Registrant ☒ Filed by a party other than the Registrant ☐

Check the appropriate box:

Payment of Filing Fee (Check all boxes that apply):

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held On May 8, 2025

To the Stockholders of NEWELL BRANDS INC.:

You are cordially invited to attend the annual meeting of stockholders of NEWELL BRANDS INC. (the “ Company ”) to be held on May 8, 2025, at 9:00 a.m., Eastern Time (the “ Annual Meeting ”) at The Westin Atlanta Perimeter North, 7 Concourse Parkway, NE, Atlanta, Georgia 30328. We anticipate that the meeting will be held in-person.

At the Annual Meeting, you will be asked to:

Only stockholders of record at the close of business on March 12, 2025 may vote at the Annual Meeting or any adjournment or postponement thereof.

Whether or not you plan to attend the Annual Meeting, please act promptly to vote your shares with respect to the proposals described above. You may vote your shares by marking, signing and dating the enclosed proxy card and returning it in the postage-paid envelope provided. You also may vote your shares by telephone or through the Internet by following the instructions set forth on the proxy card. If you attend the Annual Meeting, you may vote your shares in person, even if you have previously submitted a proxy in writing, by telephone or through the Internet.

We appreciate your continued confidence in our Company and look forward to having you join us at 9:00 a.m., Eastern Time on May 8, 2025.

March 27, 2025

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on May 8, 2025.

The Company’s Proxy Statement and 2024 Annual Report to Stockholders are available at WWW.PROXYVOTE.COM

Table of Contents

NEWELL BRANDS INC.

6655 Peachtree Dunwoody Road, Atlanta, Georgia 30328

PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 8, 2025

You are receiving this Proxy Statement (the “ Proxy Statement ”) and proxy card in connection with the 2025 annual meeting of stockholders (the “ Annual Meeting ”) of Newell Brands Inc. (“ Newell ” or the “ Company ”) to be held in an in-person meeting format, at 9:00 a.m., Eastern Time, on May 8, 2025 at The Westin Atlanta Perimeter North, 7 Concourse Parkway, NE, Atlanta, Georgia 30328.

Proxy materials or a Notice of Internet Availability of Proxy Materials (the “ Notice ”) are being first released or mailed to stockholders on or about March 28, 2025. In accordance with rules and regulations adopted by the U.S. Securities and Exchange Commission (the “ SEC ”), the Company may furnish proxy materials by providing Internet access to those documents, instead of mailing a printed copy of the Company’s proxy materials to each stockholder of record. The Notice contains instructions on how to access our proxy materials and vote online, or alternatively, request a paper copy of the proxy materials and a proxy card.

Questi ons and Answers About

Voting at the Annual Meeting and Related Matters

What matters will be presented at the Annual Meeting?

The following proposals will be voted on by stockholders at the Annual Meeting:

Who is entitled to vote at the Annual Meeting?

Record holders of the Company’s common stock at the close of business on March 12, 2025 are entitled to notice of, and to vote at, the Annual Meeting. On the record date, approximately 417,676,055 shares of common stock were issued and eligible to vote. A list of stockholders entitled to vote at the Annual Meeting will be available during our regular business hours at Newell Brands Inc., 5 Concourse Parkway, NE, 8th Floor, Atlanta, Georgia 30328 for the ten days prior to the Annual Meeting and will also be available at the Annual Meeting.

What constitutes a quorum for the Annual Meeting?

A quorum of stockholders is necessary to take action at the Annual Meeting. A majority of the outstanding shares of common stock of the Company, present in person or by proxy, will constitute a quorum.

Who will count the votes?

Representatives from Broadridge Financial Solutions, Inc. (“ Broadridge ”) will tabulate the votes and act as an independent inspector of election for the Annual Meeting.

As the independent inspector of election, Broadridge will determine whether a quorum is present at the Annual Meeting. Broadridge will treat instructions to withhold authority, abstentions and broker non-votes as present for purposes of determining the presence of a quorum. In the event that a quorum is not present at the Annual Meeting, the Company expects that the Annual Meeting will be adjourned to solicit additional proxies.

How are votes counted?

You are entitled to one vote for each share you own on the record date on the election of directors and each proposal to be considered at the Annual Meeting. If your common stock is held in “street name” (i.e., in the name of a bank, broker or other record holder), you will need to instruct your broker or bank regarding how to vote your common stock. Pursuant to the Nasdaq Stock Market LLC (“ Nasdaq ”) rules, your broker or bank does not have discretion to vote your common stock without your instructions for any of the proposals other than the approval of Proposal 2 (relating to the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025).

If you do not provide your broker or bank with voting instructions, your shares of common stock will not be considered entitled to vote at the Annual Meeting on Proposal 1 (relating to the election of directors), Proposal 3 (relating to the approval of Say on Pay), Proposal 4 (relating to the approval of an amendment to the 2022 Incentive Plan), or Proposal 5 (relating to a stockholder proposal, if properly presented at the meeting) (this is also known as “broker non-votes”), and the broker non-votes will have no effect on these proposals. If you do not provide your broker or bank with voting instructions, they may choose how to vote your shares on Proposal 2 (relating to the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025).

How many votes are required to elect a director or approve a proposal?

How do I vote my shares?

You may attend the Annual Meeting and vote your shares at that time. You also may choose to submit your proxies by any of the following methods:

If you are a stockholder whose shares are held in “street name,” you must either direct the record holder of your shares how to vote your shares or obtain a proxy, executed in your favor, from the record holder to be able to vote at the Annual Meeting.

This Proxy Statement is also being used to solicit voting instructions for the shares of the Company’s common stock held by the trustee of the Newell Brands Employee Savings Plan for the benefit of plan participants. Participants in this plan have the right to direct the trustee regarding how to vote the shares of Company stock credited to their accounts. Unless otherwise required by law, the shares credited to each participant’s account will be voted as directed. Participants in this plan may direct the trustee by telephone, through the Internet or by requesting, completing and returning a voting card. If valid instructions are not received from a Newell Brands Employee Savings Plan participant by 11:59 p.m., Eastern Time on May 5, 2025, a

participant’s shares will be voted proportionately by the trustee in the same manner in which the trustee votes all shares for which it has received valid instructions.

How may I revoke or change my vote?

You may revoke your proxy at any time before it is voted at the Annual Meeting by any of the following methods:

Newell Brands Inc.

5 Concourse Parkway, NE

8th Floor

Atlanta, Georgia 30328

Attention: Corporate Secretary

If you require assistance in changing or revoking your proxy, please contact the Company’s proxy solicitor:

Sodali & Co

333 Ludlow Street

5th Floor, South Tower

Stamford, Connecticut 06902

Phone Number: 1-800-662-5200

Email: nwl.info@investor.sodali.com

Who will pay the costs of solicitation of proxies?

The Company will pay the costs of soliciting proxies.

Who is the Company’s proxy solicitor?

The Company has retained Sodali & Co to aid in the solicitation of proxies and to verify certain records related to the solicitation.

The Company will pay Sodali & Co a fee of approximately $12,000 as compensation for its services and will reimburse it for its reasonable out-of-pocket expenses.

In addition to solicitation by mail, directors, officers and employees of the Company, at no additional compensation, may solicit proxies from stockholders by telephone, facsimile, Internet or in person. Upon request, the Company will also reimburse brokerage houses and other custodians, nominees and fiduciaries for their reasonable expenses in sending the proxy materials to beneficial owners.

How will my shares be voted?

If you vote by mail, through the Internet, by telephone or in person, your shares of common stock will be voted as you direct.

If you sign and return your proxy card, but do not specify how your shares of common stock are to be voted, your shares of common stock will be voted as recommended by the Board.

We recommend that you vote on your proxy card as follows:

How do I submit a stockholder proposal for the 2026 annual meeting?

Any stockholder who intends to present a proposal for inclusion in next year’s proxy statement and form of proxy pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), must submit the proposal, in writing, so that the Corporate Secretary receives it at our principal executive offices by the close of business on November 28, 2025. Such proposals also must comply with Rule 14a-8 under the Exchange Act and any other applicable SEC guidance relating to stockholder proposals.

Any stockholder who wishes to present a proposal directly at the 2026 annual meeting without including such proposal in the Company’s proxy statement must notify the Company of such proposal, in writing, no later than February 7, 2026, which is the date that is 90 days prior to the one-year anniversary date of the Annual Meeting. The stockholder must also comply with the requirements of Section 2.12 of the Company’s By-Laws with respect to stockholder proposals. If a stockholder does not satisfy applicable requirements of Rule 14a-4 of the Exchange Act, the individuals named as proxies will be allowed to use their discretionary voting authority to vote on any such stockholder proposal as they determine appropriate if and when the matter is raised at the meeting.

How do I nominate a candidate for election as a director at the 2026 annual meeting?

Any stockholder wishing to nominate a candidate for election as a director at next year’s annual meeting must notify the Company in writing no later than February 7, 2026, which date is 90 days prior to the one-year anniversary date of the Annual Meeting. Such notice must include appropriate biographical information and otherwise comply with the requirements of the Company’s Restated Certificate of Incorporation and By-Laws relating to stockholder nominations of directors. In addition, our By-Laws allow qualifying stockholders to include their director nominees in the Company’s proxy materials by giving notice in writing no earlier than January 8, 2026 and no later than February 7, 2026. Such notice of a proxy access nomination must set forth certain information specified in the Company's proxy access By-Law about each stockholder submitting a nomination and each person being nominated as a candidate for election as a director.

In addition to satisfying the requirements under our By-Laws, a nominating stockholder must comply with the SEC’s universal proxy rules. The stockholder’s notice must set forth the information required by Rule 14a-19 under the Exchange Act and comply with the deadlines in the preceding paragraph.

However, if the date of 2026 annual meeting is changed by more than 30 calendar days from May 8, 2026 (the one-year anniversary date of the Annual Meeting), then the stockholder must provide notice by the later of 60 days prior to the date of the 2026 annual meeting and the 10th calendar day following the date on which public announcement of the date of the 2026 annual meeting is first made.

How do I provide a notice of my intention to present proposals and director nominations at the 2026 annual meeting?

Notices of intention to present proposals and director nominations at the 2026 annual meeting or requests in connection therewith, including requests for copies of the relevant provisions of the Company’s Restated Certificate of Incorporation or By-Laws relating to proposals and director nominations, should be addressed to Newell Brands Inc., 5 Concourse Parkway, NE, 8th Floor, Atlanta, Georgia 30328, Attention: Corporate Secretary.

How can I obtain a copy of the Company’s 2024 annual report on Form 10-K?

A copy of the Company’s 2024 annual report on Form 10-K (including the financial statements and financial statement schedules) (the “ Annual Report on Form 10-K ”), as filed with the SEC, may be obtained without charge upon written request to the office of the Corporate Secretary of the Company at 5 Concourse Parkway, NE, 8th Floor, Atlanta, Georgia 30328. A copy of the Company’s Annual Report on Form 10-K and other periodic filings also may be obtained under the “SEC Filings” link under the “Investors” tab on the Company’s website at www.newellbrands.com and from the SEC’s EDGAR database at www.sec.gov . The information contained on, or accessible from, the Company’s website is not incorporated by reference into this Proxy Statement or any other report or document the Company files with or furnishes to the SEC, and references to the Company’s website are intended to be inactive textual references only.

What is householding?

As permitted by the Exchange Act, only one copy of the Notice, proxy materials and 2024 Annual Report is being delivered to stockholders residing at the same address, unless the stockholders have notified the Company of their desire to receive multiple copies of the Notice, proxy materials or 2024 Annual Report. This is known as “householding.”

The Company will promptly deliver, upon oral or written request, a separate copy of the Notice, proxy materials or 2024 Annual Report to any stockholder residing at an address to which only one copy was mailed. Requests for additional copies should be directed to Newell Brands Inc., 5 Concourse Parkway, NE, 8th Floor, Atlanta, Georgia 30328, Attention: Corporate Secretary. Stockholders of record residing at the same address and currently receiving multiple copies of the Notice, proxy materials or 2024 Annual Report may contact our transfer agent, Computershare Investor Services, to request that only a single copy of the Notice or proxy materials be mailed in the future.

Contact Computershare Investor Services by phone at (877) 233-3006 or (312) 360-5217 or by mail at P.O. Box 43006, Providence, Rhode Island 02940-3006. Stockholders may also contact their bank, broker or other nominee to make a similar request.

Could other business be conducted at the Annual Meeting?

The Board does not know of any business to be brought before the Annual Meeting other than the matters described in the Notice herein. However, if any other matters properly come before the Annual Meeting and any adjournment or postponement of the Annual Meeting, the individuals named as proxies will be allowed to use their discretionary voting authority to vote on any such stockholder proposal as they determine appropriate if and when the matter is raised at the meeting.

Proxy S tatement Summary

We are providing this Proxy Statement to you in connection with the solicitation of proxies by the Board of Newell Brands Inc. for the Annual Meeting and any adjournment or postponement of the Annual Meeting. Below are highlights of certain information in this Proxy Statement. As it is only a summary, please review the full Proxy Statement and 2024 Annual Report before you vote.

This Proxy Statement is intended to be made available to you on or about March 28, 2025.

2025 ANNUAL MEETING OF STOCKHOLDERS

AGENDA ITEMS

CORPORATE GOVERNANCE HIGHLIGHTS

2024 BOARD COMPOSITION SNAPSHOT

The Board seeks to identify as candidates for director persons from various backgrounds and with a variety of life experiences, a reputation for integrity and good business judgment and experience in highly responsible positions in professions or industries relevant to the conduct of the Company’s business. The graphic shown below provides a snapshot of the eight current directors’ skills as of the date of this Proxy Statement. For more information, please see " Information Regarding Board of Directors and Committees and Corporate Governance — Board Skills and Attributes. "

Board Skills Snapshot

STOCKHOLDER ENGAGEMENt

We value the views of our stockholders, and we believe that building positive relationships with our stockholders is critical to our long-term success. Management of the Company frequently engages with stockholders on the Company’s business and strategy through investor conferences and one-on-one meetings throughout the year. In addition, to help Company management and the Board understand and consider the issues that matter most to our stockholders, we regularly engage with our stockholders on a range of topics related to corporate governance and executive compensation. We then incorporate this feedback into our disclosures, corporate governance policies and executive compensation program. We greatly value the input received through these meetings and intend to continue our stockholder outreach efforts going forward.

At the Company’s 2024 Annual Meeting of Stockholders, approximately 43% of stockholders, including abstentions, voted in favor of the Say on Pay proposal. This vote in favor of Say on Pay was materially lower than in prior years, and our 2024 Say on Pay proposal did not pass. Following this vote result, we commenced an extensive stockholder engagement campaign during the Fall of 2024 and early 2025, which included outreach to stockholders representing approximately 69% of shares outstanding and meetings held with stockholders representing approximately 37% of shares outstanding, led by the Compensation and Human Capital Committee Chair, as described below under the caption “ Executive Compensation — Compensation Discussion and Analysis — Stockholder Engagement and Response to Say on Pay Vote .”

COMPENSATION HIGHLIGHTS

For additional information, please see the caption “ Executive Compensation — Compensation Discussion and Analysis” on page 31 .

Propos al 1 — Election of Directors

ELECTION OF DIRECTORS

The Board has selected the following nine nominees for election to the Board. Each of the eight current directors was elected by the stockholders at the 2024 Annual Meeting of Stockholders. In addition to the eight current directors standing for re-election, the Board has nominated Gary H. Pilnick for election as a director as part of its ongoing Board refreshment activity. The number of directors serving on the Board will increase to nine as of the Annual Meeting. The nominees will hold office from their election until the next annual meeting of stockholders, or until their successors are elected and qualified.

Proxies will be voted, unless otherwise indicated, FOR the election of all of the nine nominees. Each of the nominees has consented to being named as a nominee in the Company’s proxy materials and has accepted the nomination and agreed to serve as a director if elected by the Company’s stockholders. The Company has no reason to believe that any of the nominees will be unable to serve as a director. However, should any nominee be unable to serve if elected, the Board may reduce the number of directors, or proxies may be voted for another person nominated as a substitute by the Board.

The Board unanimously recommends a vote “FOR” the election of each of the following nine director nominees .

Information Reg arding Board of Directors and Committees

and Corporate Governance

The primary responsibility of the Board is to oversee the affairs of the Company for the benefit of the Company’s stockholders. To assist it in fulfilling its duties, the Board has delegated certain authority to the Audit Committee, the Compensation and Human Capital Committee and the Nominating/Governance Committee. The duties and responsibilities of these standing committees are described below under “— Committees .”

The Board has adopted the Newell Brands Inc. Corporate Governance Guidelines. The purpose of these guidelines is to ensure that the Company’s corporate governance practices enhance the Board’s ability to discharge its duties on behalf of the Company’s stockholders. The Corporate Governance Guidelines are available under the “Corporate Governance” link under the “Investors” tab on the Company’s website at www.newellbrands.com and may be obtained in print without charge upon written request by any stockholder to the Corporate Secretary at 5 Concourse Parkway, NE, 8th Floor, Atlanta, Georgia 30328.

Corporate Governance Highlights

THE COMPANY HAS AN INDEPENDENT NON-EXECUTIVE CHAIRPERSON OF THE BOARD

The positions of Chairperson of the Board and CEO are usually held by different persons. The Board believes that this separation has served the Company well for many years. However, the Board may choose to change this if it determines it would be best for the Company under the then-existing circumstances.

Should the Chairperson of the Board position be held by the CEO, the Board will appoint a lead independent director. The Board believes that the current arrangement of separating the roles of Chairperson of the Board and CEO is in the best interest of the Company and its stockholders at this time because it provides the appropriate balance between strategy development and independent oversight of management. Since May 8, 2024, Ms. Ryan Berman has served as the independent non-executive Chairperson of the Board.

DIRECTOR INDEPENDENCE

Pursuant to the Company’s Corporate Governance Guidelines, the Board undertook its annual review of director independence in 2025. During this review, the Board considered whether or not each director and director nominee has any material relationship with the Company (either directly or as a partner, stockholder or officer of an organization that has a relationship with the Company) and has otherwise complied with the independence requirements under the applicable Nasdaq rules.

As a result of these reviews, the Board affirmatively determined that all of the Company’s current non-management director nominees are, and, for those who served on the Board in 2024, were “independent” of the Company and its management within the meaning of the applicable Nasdaq rules and under the standards set forth in the Corporate Governance Guidelines. Mr. Peterson is not considered an independent director nominee because of his employment as President and CEO of the Company.

MEETINGS

The Company’s Board held six meetings during 2024. All directors attended at least 75% of the Board meetings, including the 2024 annual meeting of stockholders, and meetings of Board committees on which they served. Under the Company’s Corporate Governance Guidelines, each director is expected to attend the Annual Meeting.

The Company’s non-management directors held four meetings during 2024 separately in executive session without any members of management present. The Company’s Corporate Governance Guidelines provide that the presiding director at each such session is the Chairperson of the Board or lead director, or in his or her absence, the person that the Chairperson of the Board or lead director so appoints. The Chairperson of the Board currently presides over executive sessions of the non-management directors.

COMMITTEES

The Board has a standing Audit Committee, Compensation and Human Capital Committee and Nominating/Governance Committee.

Audit Committee . The Audit Committee met eight times during 2024. The Board has affirmatively determined that each member of the Audit Committee is an “independent director” for purposes of the Audit Committee under the applicable SEC regulations, the applicable Nasdaq rules and the Company’s Corporate Governance Guidelines.

Audit Committee Members

(1) Qualifies as an “audit committee financial expert” within the meaning of the applicable SEC regulations.

The Audit Committee:

Compensation and Human Capital Committee . The Compensation and Human Capital Committee met six times during 2024. The Board has affirmatively determined that each member of the Compensation and Human Capital Committee is an “independent director” for purposes of the Compensation and Human Capital Committee under the applicable SEC regulations, the applicable Nasdaq rules and the Company’s Corporate Governance Guidelines.

Compensation and Human Capital Committee Members

The Compensation and Human Capital Committee is principally responsible for:

The Compensation and Human Capital Committee may, in its discretion, delegate all or a portion of its duties and responsibilities to a subcommittee of the Compensation and Human Capital Committee. Additional information on the Compensation and Human Capital Committee’s processes and procedures for the selection of a compensation consultant and consideration and determination of executive and director compensation is addressed below under the caption “ Executive Compensation — Compensation Discussion and Analysis .”

Nominating/Governance Committee . The Nominating/Governance Committee met four times during 2024. The Board has affirmatively determined that each member of the committee is an “independent director” for purposes of the Nominating/Governance Committee under the applicable SEC regulations, the applicable Nasdaq rules and the Company’s Corporate Governance Guidelines.

Nominating/Governance Committee Members

The Nominating/Governance Committee is principally responsible for:

Each of the above referenced committees acts pursuant to a written charter that is available under the “Corporate Governance” link under the “Investors” tab on the Company’s website at www.newellbrands.com and may be obtained in print without charge upon written request by any stockholder to the office of the Corporate Secretary of the Company at 5 Concourse Parkway, NE, 8th Floor, Atlanta, Georgia 30328.

BOARD AND MANAGEMENT ROLES IN RISK OVERSIGHT

Management is responsible for the day-to-day management of risk, while the Board, as a whole and through its committees, provides oversight of the Company’s risk management. The Board engages in risk oversight throughout the year as a matter of course in fulfilling its role overseeing management and business operations. In addition, each year, the full Board receives reports on the strategic plans and related risks facing the Company from senior management, including reports from the Company’s individual functions and businesses and their respective management teams. As detailed below, these risks include, but are not limited to, environmental, social and governance-related risks, financial risks, political and regulatory risks, legal risks, supply chain risks, competitive risks, privacy and information technology risks and other risks relevant to the Company and the way it conducts business.

The Board has delegated to its committees certain elements of its risk oversight function to better coordinate with management and serve the long-term interests of stockholders.

The Board believes the allocation of risk management responsibilities described above supplements the Board’s leadership structure by allocating risk areas to an appropriate committee for oversight, allows for an orderly escalation of issues as necessary, and helps the Board satisfy its risk oversight responsibilities.

RISK ASSESSMENT OF COMPENSATION PROGRAMS

With respect to compensation practices, the Compensation and Human Capital Committee considered, with the assistance of management and the independent compensation consultant, whether the Company’s compensation policies and practices in 2024 for its employees, including the named executive officers, would motivate inappropriate levels of risk taking that could have a material adverse effect on the Company. The Compensation and Human Capital Committee determined that risks arising from our compensation policies are not reasonably likely to have a material adverse effect. The Compensation and Human Capital Committee has noted the following aspects of the executive compensation program that serve to mitigate any potential risk:

Securities Transaction policy

The Company’s Securities Transaction Policy prohibits all directors, officers, and employees who may, as a result of their position with the Company, have access to material non-public information and the family members of each of the foregoing from trading in the Company’s securities while aware of material non-public information. The Securities Transaction Policy also prohibits providing any such material non-public information to any other person who may trade in securities while aware of such information. The Securities Transaction Policy has procedures that require transactions in our stock by executive officers, directors and other designated employees only be made during open trading windows after satisfying mandatory pre-clearance requirements.

The Securities Transaction Policy includes a hedging policy that prohibits directors, officers and employees from hedging any position they may have in the Company’s securities.

DIRECTOR NOMINATION PROCESS

The Nominating/Governance Committee is responsible for identifying and recommending to the Board candidates for directorships. The Nominating/Governance Committee considers candidates for Board membership who are recommended by members of the Nominating/Governance Committee, other Board members, members of management and individual stockholders. From time to time, the Nominating/Governance Committee has engaged the services of global executive search firms to assist the Nominating/Governance Committee and the Board in identifying and evaluating potential director candidates. Once the Nominating/Governance Committee has identified prospective nominees for director, the Board is responsible for selecting such candidates. The Board considers candidates for director who are free of conflicts of interest or relationships that may interfere with the performance of their duties.

As set forth in the Corporate Governance Guidelines, the Board seeks to identify as candidates for director individuals from various backgrounds and with a variety of life experiences, a reputation for integrity and good business judgment and experience in highly responsible positions in professions or industries relevant to the conduct of the Company’s business. In selecting director candidates, the Board takes into account the current composition of the Board and the extent to which a candidate’s particular expertise and experience will complement the expertise and experience of other directors.

This year’s director nominees include many current or former CEOs or senior executives of large companies and feature several individuals with extensive international experience. The average Board tenure (as of the date of this Proxy Statement) of the eight directors seeking re-election is approximately 4.3 years.

The Board assesses the effectiveness of the director nomination process by conducting an annual review of its own performance, as discussed below, which evaluates, among other things, whether the Board and each of its committees are functioning effectively and in compliance with this policy. The Nominating/Governance Committee is responsible for organizing and overseeing the review process and for soliciting the input of all of the directors.

BOARD EVALUATIONS

In order to increase the effectiveness of the Board, the Nominating/Governance Committee supervises a review and evaluation of the performance of the Board of Directors, its committees and each individual director each year. The evaluation includes both an interview of each director and a questionnaire with a wide range of questions related to topics including oversight, strategy, governance, management capabilities, composition of the Board, responsibilities and resources. In late 2024 and early 2025, the Nominating/Governance Committee and Chairperson of the Board led a robust process, including the engagement of an independent third-party firm to conduct evaluations, interview each director, collect feedback, review it with the Board and facilitate follow ups. In addition, each of the Audit, Nominating/Governance and Compensation and Human Capital Committees conducted an annual self-evaluation. The Board’s committees were evaluated by each committee member based on a questionnaire that is updated periodically.

BOARD SKILLS and attributes

In 2024, the Nominating/Governance Committee reviewed and evaluated the key experience, qualifications and attributes for Board members and facilitated a self-evaluation of each director’s skills in these categories.

Logo Experience Peterson Ryan Berman Campbell Keane Lopez Sprieser Stahl Terry The Board Senior Executive Leadership. Experience serving in a senior leadership position in a major organization (e.g., CEO, CMO, COO, CFO, Division President, etc.), with a practical understanding and oversight of organizations, processes and strategic planning. 100% Public Company CEO. Experience serving as the CEO of a public company. 38% Global Business Experience. Experience serving or advising global, multi-national organizations. 100% Consumer Packaged Goods / Consumer Durable Industry. Experience in the consumer-packaged goods (“CPG”) or consumer durables (“CD”) industry, and ability to provide guidance on the Company’s strategy and position in the CPG/CD industry. 100% M&A / Corp. Development / Finance. Experience leading growth through acquisitions and other business combinations, with the ability to assess “build or buy” decisions, analyze the fit of a target with a company’s strategy and culture, value transactions, evaluate investment thesis, and evaluate operational integration plans. 100% Risk Management / Regulatory. Familiarity with enterprise risk management and experience overseeing risk management, regulatory matters and operational risks. 88% Supply Chain. Experience in direct and indirect procurement, demand and supply planning, logistics, order to cash processing, manufacturing, and management of third party manufacturers or competence in supply chain IT systems, supply chain finance, lean manufacturing, manufacturing technology, organizational design and negotiations. 75% Technology Systems / Cyber Security. Experience understanding technology systems and issues across an enterprise, the cybersecurity threat landscape, responsibilities in managing/mitigating cyber-risk and how to evaluate the organization’s preparedness to lead through a cyber crisis. 88% R&D / Innovation. Experience in innovation, product development and design, including disruptive product innovation with background in navigating regulatory environments both in the U.S. and globally with respect to product research and development. 100% Marketing / Sales. Understanding of marketing and sales including brand management, distribution, eCommerce, logistics, marketing, packaging and selling, knowledge about the fundamental and emerging go-to-market strategies across brick and mortar, direct to consumer, online only and omni-channel retail marketplace, social and media communication, content management, last-mile delivery, technology and data science. 88% Public Company Board / Corp. Governance. Experience with and understanding of the responsibilities of a public company board, evolving corporate governance practices, ESG trends, operation of a corporate board, management accountability, transparency, and protecting stockholders. 100% Background Tenure (years) Age 2 7 7 1 7 7 2 1 Avg: 4.3 58 64 72 65 65 71 58 57 Avg: 63

SERVICE ON OUTSIDE BOARDS

Pursuant to the Company’s Corporate Governance Guidelines, directors may serve on the board of directors of other public companies but are required to limit such service to boards of no more than three public companies in addition to the Company’s Board. Additionally, Directors who also serve as the Chief Executive

Officer of a public company are expected to serve on no more than one other public company board of directors in addition to the Company’s Board. The Nominating/Governance Committee and the Board considers the nature of and time involved in a Director’s service on other corporate boards as well as their employment status in evaluating the suitability of individual directors for nomination. As of the date of this Proxy Statement, all director nominees were in compliance with the Company’s standards for service on outside boards.

COMMUNICATIONS WITH THE BOARD

The independent members of the Board have adopted procedures for the processing and review of stockholder communications to the Board which provide for the processing, review and disposition of all communications sent by stockholders or other interested persons to the Board. Stockholders and other interested persons may communicate with the Company’s Board or any member or committee of the Board by writing to them at the following address:

Newell Brands Inc.

Attention: Board of Directors

c/o Corporate Secretary

5 Concourse Parkway, NE

8th Floor

Atlanta, Georgia 30328

Communications directed to the independent directors should be sent to the attention of the Chairperson of the Board or the Chair of the Nominating/Governance Committee, c/o Corporate Secretary, at the address indicated above.

Any complaint or concern regarding financial statement disclosures, accounting, internal accounting controls, auditing matters or violations of the Company’s Code of Ethics for Senior Financial Officers should be sent to the attention of the Chief Legal Officer at the address indicated above or may be submitted in a sealed envelope addressed to the Chair of the Audit Committee, c/o Chief Legal Officer, at the same address, and labeled with a legend such as: “To Be Opened Only by the Audit Committee.” Such accounting complaints will be processed in accordance with procedures adopted by the Audit Committee. Further Information on reporting allegations relating to accounting matters is available under the “Corporate Governance” link under the “Investors” tab on the Company’s website at www.newellbrands.com .

CODE OF ETHICS

The Board has adopted a “Code of Ethics for Senior Financial Officers,” which is applicable to the Company’s senior financial officers, including the Company’s principal executive officer, principal financial officer, principal accounting officer and controller. The Company also has a separate “Code of Conduct” that is applicable to all Company employees, including each of the Company’s directors and officers. Both the Code of Ethics for Senior Financial Officers and the Code of Conduct are available under the “Corporate Governance” link under the “Investors” tab on the Company’s website at www.newellbrands.com . The Company posts any amendments to or waivers of its Code of Ethics for Senior Financial Officers or to the Code of Conduct (to the extent applicable to the Company’s directors or executive officers) at the same location on the Company’s website. In addition, copies of the Code of Ethics for Senior Financial Officers and of the Code of Conduct may be obtained in print without charge upon written request by any stockholder to the office of the Corporate Secretary of the Company at 5 Concourse Parkway, NE, 8th Floor, Atlanta, Georgia 30328.

Certain Relat ionships and Related Transactions

Various Company policies and procedures, which include the Code of Conduct (applicable to all Company employees, including executive officers and non-employee directors), the Code of Ethics for Senior Financial Officers and annual questionnaires completed by all Company directors and executive officers, require disclosure of transactions or relationships that may constitute conflicts of interest or otherwise require disclosure under applicable SEC rules. Pursuant to its charter, the Nominating/Governance Committee considers and makes recommendations to the Board with respect to possible waivers of conflicts of interest or any other provisions of the Code of Conduct and the Code of Ethics for Senior Financial Officers. Pursuant to the Corporate Governance Guidelines, the Nominating/Governance Committee also annually reviews the continuing independence of the Company’s non-employee directors under applicable law or Nasdaq rules and reports its findings to the Board in connection with its independence determinations.

When the Nominating/Governance Committee learns of a transaction or relationship that may constitute a conflict of interest or may cause a director not to be treated as independent, the Nominating/Governance Committee determines if further investigation is required and, if so, whether it should be conducted by the Company’s legal, internal audit or other staff or by outside advisors. The Nominating/Governance Committee reviews and evaluates the transaction or relationship, including the results of any investigation, and makes a recommendation to the Board with respect to whether a conflict or violation exists or will exist or whether a director’s independence is or would be impaired. The Board, excluding any director who is the subject of the recommendation, receives the report of the Nominating/Governance Committee and makes the relevant determination. These practices are flexible and are not required by any document.

Compensation Co mmittee Interlocks and Insider Participation

During 2024, Messrs. Keane and Campbell and Mses. Ryan Berman, Sprieser and Stahl served on the Compensation and Human Capital Committee. No member of the Compensation and Human Capital Committee was, during 2024, an officer or employee of the Company or any of its subsidiaries, formerly an officer of the Company or had any relationship requiring disclosure by the Company as a related party transaction under Item 404 of Regulation S-K. During 2024, none of the Company’s executive officers served on the board or the compensation committee of any other entity having officers that served on either the Company’s Board or the Compensation and Human Capital Committee.

COMPENSATI ON AND HUMAN CAPITAL COMMITTEE REPORT

The Compensation and Human Capital Committee (the “ Committee ”) has furnished the following report to the stockholders of the Company in accordance with rules adopted by the U.S. Securities and Exchange Commission.

The Committee states that it reviewed and discussed with management the Company’s Compensation Discussion and Analysis contained in this Proxy Statement.

Based upon the review and discussions referred to above, the Committee recommended to the Board that the Company’s Compensation Discussion and Analysis be included in this Proxy Statement and in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

This report is submitted on behalf of the following members of the Committee:

James P. Keane, Chair
Patrick D. Campbell
Bridget Ryan Berman
Stephanie P. Stahl

EXEC UTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

This CD&A explains the material elements of the compensation of the Company’s named executive officers and describes the objectives and principles underlying the Company’s executive compensation program and decisions made in 2024. During 2024, our named executive officers (“ NEOs ”) were:

Stockholder Engagement and Response to Say on Pay Vote

The Company submits the Say on Pay Proposal annually to stockholders, with a vote being held at the Annual Meeting. See “ Proposal 3 — Advisory Resolution to Approve Named Executive Officer Compensation .” At the 2024 Annual Meeting of Stockholders, approximately 43% of stockholders, including abstentions, voted in favor of the Say on Pay Proposal. This vote in favor of Say on Pay was materially lower than in prior years, and our 2024 Say on Pay proposal did not pass. Following this vote result, we commenced an extensive stockholder engagement campaign as described below.

Fall 2024 Stockholder Engagement

We also met with six stockholders representing approximately 43% of shares outstanding in the Winter and Spring of 2024, prior to the 2024 Annual Meeting of Stockholders, to solicit feedback on a range of topics, including executive compensation. At least one outside director participated in each of these meetings as well.

Through the meetings described above, we heard that stockholders were generally aligned with the structure and execution of our executive compensation programs, including the mix of pay components and the design of the Bonus Plan and LTIP. Stockholders expressed concern primarily with respect to the grant of one-time awards to our CEO, CFO and certain other named executive officers in 2023 as part of the 2023 Special Incentive Program (the “ SIP ”). While investors typically understood the need for and the retentive value of the SIP awards, they generally discourage special grants except in extraordinary circumstances. Stockholders also expressed a preference for simplicity and clarity in plan design, presented differing views on the use of total shareholder return (“ TSR ”) as a plan metric and emphasized the importance of robust disclosure around quantitative metrics. To address the concerns raised through this engagement process, the Committee has taken the specific actions described below.

We value the views of our stockholders, and we believe that building positive relationships with our stockholders is critical to our long-term success. Management of the Company frequently engages with stockholders on the Company’s business and strategy through investor conferences and one-on-one meetings throughout the year. In addition, to help Company management and the Board understand and consider the

issues that matter most to our stockholders, we regularly engage with our stockholders on a number of governance topics, including executive compensation. We then incorporate this feedback into our executive compensation program decision-making process. We greatly value the input received through these meetings and intend to continue our stockholder outreach efforts going forward.

Pay and Performance Alignment

2024 Bonus Plan Results — Corporate

2022-2024 LTIP — Performance Results

Turnaround Plan .

The Company remains focused on executing the turnaround plan launched in 2023 based on the following strategic pillars:

2024 Company Performance Highlights .

The following are key performance achievements during 2024:

The Company’s performance in 2024 translated or contributed to the following executive compensation results for 2024:

The Committee believes that these combined payout results appropriately align pay and performance, recognizing strong performance results relative to expectations set in 2023 and early 2024, but lagging performance results relative to goals that were set in the first quarter of 2022 prior to a change in economic conditions and the resulting strategies adopted by the Company in 2023 following the CEO succession process.

Pay for Performance Design .

The Company continues to emphasize pay for performance, as evidenced by the design of its compensation program in 2024:

Compensation Program Objectives

Compensation Policies and Practices

The Committee believes that the compensation program includes key features that align the interests of the named executive officers and the long-term interests of stockholders and are good corporate governance practices.

Determination of Executive Officer Compensation

Summarized in the table below are roles and responsibilities of the parties that participate in, or have been delegated authority with respect to, the development and administration of the Company’s executive compensation program:

In making compensation decisions, the Committee considers several factors including competitive market data, individual and Company performance, skills, experience, complexity and criticality of role and internal pay equity. The Committee does not use a predetermined formula to make its overall decisions but considers all the above factors. However, in determining the performance-based component of compensation for the Company’s named executive officers in 2024, generally including annual incentive and long-term incentive compensation, the Committee tied payout levels to adjusted operating cash flow, adjusted earnings per share, core sales, FUEL productivity, weighted forecast accuracy, adjusted operating income and free cash flow productivity. Such performance goals are intended to align the majority of each named executive officer’s compensation with the Company’s strategy and with stockholders’ interests over the near and long term. As in 2023, the Committee included annual incentive performance goals for operational metrics to emphasize the importance of continuing to execute on the Company’s strategic operational objectives. In 2024, the Committee utilized performance goals at the corporate and segment level for the attainment of productivity savings and weighted forecast accuracy to drive productivity and profits, operational discipline and efficiency in the supply chain.

Custom Comparator Group

With respect to decisions concerning the compensation of the named executive officers in 2024, including setting 2024 LTIP award values, the Committee used the custom comparator group set forth below. This group is the same as the custom comparator group used in 2023. The Committee selected this group to reflect, to varying degrees, companies of similar size, global presence, business complexity and brand recognition.

Custom Comparator Group

Compensation Survey Data .

The Committee periodically compares the Company’s executive compensation program to the compensation practices of companies in both the custom comparator group and across general industry. In 2024, the Company used competitive practice, peer company and general industry information as a reference for decisions regarding:

Setting Target Compensation

The Committee establishes target total direct compensation opportunities for the named executive officers based on the following factors: individual performance, breadth of the executive’s responsibility, strategic importance of the position, internal pay equity, competitive market data, the circumstances surrounding the executive’s initial hiring or promotion to a position with increased responsibilities and the desire to promote executive retention.

The Committee periodically reviews total direct compensation summary reports, which identify key elements of the compensation paid to or realizable by each executive officer. The summary reports are used to evaluate overall pay and benefit levels and provide additional perspective on how the executive compensation program meets the Company’s compensation objectives.

Each element of the compensation program complements the others and, together, are intended to achieve the Committee’s principal compensation objectives. While the Committee does not apply a formulaic approach to setting individual elements of the named executive officers’ compensation or their total compensation amounts, the impact on the total value of all these elements of compensation for the individual is considered.

The 2024 Summary Compensation Table shows the compensation of each named executive officer for the fiscal year ended December 31, 2024.

Mix of Pay

Target total direct compensation for each of the named executive officers includes the executive’s base salary and target bonus opportunity plus the target value of the executive’s annual LTIP award. To reinforce the Company’s pay for performance philosophy, the Committee and the independent members of the Board, at the Committee’s recommendation, approved a target total direct compensation package for 2024 for Mr. Peterson that was in the aggregate 88% at risk and 53% contingent on performance. In addition, in 2024, approximately 79% of target total direct compensation for other named executive officers (on average) was at risk and approximately 50% was contingent upon performance. As a result, realized compensation is highly dependent on the Company’s financial results and share price. The Committee believes this approach aligns the interests of executives with those of stockholders and motivates them to consider the impact of their decisions on stockholder value.

2024 Target Annual Compensation Mix and “Pay at Risk”*

* May not add to 100% due to rounding.

Consideration of Individual Performance

As part of the Company’s annual performance evaluation process, the CEO and each named executive officer establish that officer’s individual performance objectives for the coming year. These performance objectives are not specifically weighted or otherwise intended to be formulaic, but rather serve as the framework upon which the CEO evaluates the named executive officer’s overall performance. The CEO’s evaluation of a named executive officer’s performance relative to these objectives involves judgment based on the CEO’s observations of, and interaction with, the executive throughout the year. No single performance objective determines the CEO’s evaluation of the named executive officer’s performance; however, these performance goals, which reinforce alignment of Company and stockholder interests, are critical to the evaluation of each named executive officer. The CEO’s evaluation of individual performance is considered when he recommends to the Committee, in the case of other named executive officers, base salary adjustments, annual incentive targets and equity grant values.

At the beginning of the year, the CEO discusses with the independent members of the Board the CEO’s individual performance objectives and priorities. The CEO’s performance objectives are not specifically weighted or otherwise intended to be formulaic, but rather serve as the framework upon which the Committee and the full Board evaluate the CEO’s performance. The evaluation of the CEO’s overall performance relative to these objectives involves a high degree of judgement. No single performance objective determines the Board’s evaluation of the CEO’s performance; however, these performance goals, which reinforce alignment of Company and stockholder interests, are critical to the CEO evaluation.

The Committee and Board also take into consideration the CEO’s performance when developing his base salary increase, if any, annual incentive target amounts and long-term incentive grant value, which compensation elements are discussed in more detail below.

Key Elements of Executive Compensation

Salary .

Salaries provide a predictable, fixed cost element of compensation to attract and retain qualified executives. Base salary provides executives with a certain level of income based on the factors outlined above in “ Setting Compensation Opportunity .” None of the named executive officers received an increase in his or her rate of base salary in 2024.

Annual Incentive Compensation .

The Company believes that the opportunity to earn annual cash incentives for each named executive officer serves the Company’s goals to:

In the first quarter of 2024, the Committee adopted annual incentive targets and performance goals for 2024 awards to be made under the Bonus Plan. A cash incentive payout, measured as a percentage of the executive’s earned base salary, is paid based on the extent to which the performance goals are achieved.

Below is a description of each set of the Company-wide performance goals used under the Bonus Plan in 2024 for Messrs. Peterson, Erceg and Turner and Ms. Platt (the “ Corporate Goals ”), their relative weight and the rationale for using each of them.

Corporate Goals

The annual incentive targets under the Bonus Plan in 2024 for Ms. Malkoski were weighted 30% to the achievement of the Corporate Goals described above and 70% to the achievement of performance goals set at the segment level. Below is a description of each set of segment performance goals for Ms. Malkoski (the “ Segment Goals ”), their relative weight and the rationale for using each in 2024.

Segment Goals

The Committee seeks to align the design, metrics and slopes for the Bonus Plan with the Company’s business conditions and strategy and to focus on the key metrics for the business. To simplify the program, the Committee reduced the number of Bonus Plan metrics from six in 2023 to five in 2024. To increase accountability for segment performance, the Committee increased the weighting of the Segment Goals for segment Bonus Plan participants, including Ms. Malkoski, from 60% in 2023 to 70% in 2024. The Committee continued to prioritize cash generation and earnings performance in the Bonus Plan design and accordingly weighted each

of adjusted operating cash flow and adjusted EPS at 25% in the Corporate Goals and each of adjusted operating cash flow and adjusted operating income at 25% in the Segment Goals. The Committee also emphasized improved sales performance in 2024, adding a core sales metric weighted at 20% to each of the Corporate Goals and the Segment Goals.

The Committee continued to incentivize the Company’s operational improvement and cost reduction initiatives, moving from operational goals for SKU reduction and inventory days on hand in 2023 to goals for FUEL productivity and weighted forecast accuracy in 2024, reflecting the areas of most critical operational emphasis for the year. Gross margin was no longer included as a Bonus Plan metric in 2024, given that gross margin was a critical component of attainment of the adjusted EPS and adjusted operating income goals and considering its prominence as a performance metric in the outstanding SIP awards described below under “ 2023 Special Incentive Program. ”

In setting the 2024 performance targets, the Committee considered actual 2023 performance and factored in various expected business impacts and conditions. For example, the 2024 Company-wide adjusted operating cash flow target represented a decrease relative to 2023 actual results, because the extremely high level of inventory reduction which drove 2023 operating cash flow performance was not repeatable in 2024 given improved inventory levels entering the new year. However, such target corresponded to a significant improvement in the Company’s cash conversion cycle relative to 2023. In addition, the 2024 target for adjusted EPS, while lower than the level of actual performance in 2023, reflected significant improvement relative to 2023 on a constant tax basis, as significant underlying operational improvement in earnings performance was more than offset by an increase in the expected and actual income tax expense rate in 2024. Finally, the Company-wide core sales target for 2024 represented significant improvement in the Company’s core sales growth rate compared to 2023, as described above under “ Pay and Performance Alignment — 2024 Company Performance Highlights .”

The 2024 performance targets and actual performance against these targets for the named executive officers are summarized below.

2024 Bonus Targets and Actual Performance

If a performance goal is met at the target level, as determined by the Committee, the target amount is paid for that goal. Performance above the target results in payment of a higher percentage of salary up to the pre-established cap. Performance below the target results in a lower bonus payment for that goal if a minimum threshold is met, or no payment if the minimum threshold is not met.

Actual Payouts Under Bonus Plan .

Actual performance as compared to the targets for the Corporate Performance Goals and Segment Performance Goals is shown in the table above titled “ 2024 Bonus Targets and Actual Performance .” The table below shows actual bonus payouts for 2024 to the named executive officers and 2024 target payouts as a percentage of their earned base salaries.

Additional information appears in the “ Estimated Possible Payouts Under Non-Equity Incentive Plan Awards ” columns of the “ 2024 Grants of Plan-Based Awards ” table.

None of the named executive officers received target annual incentive percentage increases in 2024 relative to final 2023 levels. There were no discretionary adjustments to any named executive officer’s annual bonus payout for 2024.

Long-Term Incentive Compensation .

Until May 2022, long-term incentive awards were granted pursuant to the Newell Rubbermaid Inc. 2013 Incentive Plan (as amended, the “ 2013 Incentive Plan ”). After the adoption by stockholders on May 5, 2022 of the Newell Brands Inc. 2022 Incentive Plan (as amended, the “ 2022 Incentive Plan ”), the Company began granting long term incentive awards under the 2022 Incentive Plan. Long term incentive awards are designed to motivate executives to increase stockholder value over the long term and align the interests of executives with those of stockholders. Under the annual LTIP, the Committee sets a target award value for RSUs and, in certain years, stock options, as applicable, to be granted to each executive officer based on the breadth of the executive’s responsibility, strategic importance of the position, competitive data and internal pay equity.

When setting the CEO’s equity compensation, the independent members of the Board determine the CEO’s LTIP grant value based upon the Committee’s recommendation, the Board’s evaluation of the CEO’s performance and other relevant factors. Similarly, the CEO’s recommendation to the Committee for the other named executive officers may include an adjustment to the target LTIP opportunity based upon the CEO’s evaluation of the named executive officer’s performance or other factors deemed relevant by the Committee. The target LTIP award value for Messrs. Erceg and Peterson was unchanged in the aggregate compared to final 2023 levels, while Ms. Platt’s target LTIP value in 2024 was consistent with the terms of her employment offer. Each of Mr. Turner and Ms. Malkoski received an LTIP target award value consistent with their current target total direct compensation approved by the Committee, which award values were lower than the target value of the LTIP award each of them received in 2023.

2024 LTIP Awards .

The annual LTIP target values, PRSU grants and time-based RSU (“ TRSU ”) grants for each of the named executive officers in 2024 were as follows:

The number of PRSUs and TRSUs granted to each of the applicable named executive officers pursuant to the LTIP in 2024 was derived based on the closing price of the Company’s common stock on the grant date of February 16, 2024 ($7.67).

For each of the named executive officers, consistent with 2023, 50% of the target value of the 2024 annual LTIP grant was provided in PRSUs, and 50% of the target value was provided in TRSUs. The TRSUs granted to the named executive officers under the 2024 LTIP vest ratably in equal installments on each of the first, second and third anniversaries of the grant date, subject to continuous employment with the Company.

The PRSUs granted to the named executive officers under the 2024 LTIP vest on the third anniversary of the date of grant, subject to continuous employment, to the extent the applicable performance criteria are satisfied. The payout under these PRSUs will range from 0% to 200% of the target, depending upon achievement of equally weighted performance goals for annual adjusted EPS performance (1) and free cash flow productivity (2) . The selection of these metrics and their corresponding targets for the LTIP reflects the Committee’s long-term emphasis on driving earnings growth and cash flow generation. For each metric, the total payout percentage applicable to the three-year performance period between January 1, 2024 and December 31, 2026 was set as the average of annual payout percentages over a three-year performance period. In the 2024 LTIP, the Committee elected not to include a modifier of the payout based upon a comparison of the Company’s TSR relative to a pre-determined set of comparator group companies for the three-year performance period, which feature was included in the prior year LTIP. This decision reflects the Committee’s desire to streamline the long-term incentives by focusing directly on the Company’s most critical performance metrics.

The targets set by the Committee for the 2024 LTIP PRSUs with respect to free cash flow productivity and annual adjusted EPS performance period are summarized below:

2022-2024 LTIP Awards .

For PRSUs granted pursuant to the LTIP in 2022, the performance metrics were based 50% on the Company’s annual core sales growth and 50% on cumulative free cash flow over a three-year performance period between January 1, 2022 and December 31, 2024, as modified by the Company’s relative TSR performance during the period, as described below. The potential payout for each of annual core sales growth (1) and cumulative free cash flow (2) ranged from 0% to 200% depending on the Company’s performance. The total payout percentage applicable to annual core sales growth was set as the equally weighted average of three annual payout percentages, while the payout percentage for cumulative free cash flow was based on the Company’s cumulative performance over the three-year performance period.

Following the determination of the extent to which the Company achieved its performance goals, a positive or negative adjustment to the payout was to be made based upon a comparison of the Company’s TSR relative to a pre-determined set of comparator group companies listed below (the “ 2022 TSR Comparator Group ”) for the three-year performance period. If the Company’s ranking is in the bottom quartile of the TSR Comparator Group (including the Company) at the end of the performance period, the payout percentage would be multiplied by 90% to determine the total payout percentage of the award. If the Company’s ranking is in the top quartile of the TSR Comparator Group (including the Company) at the end of the performance period, the payout percentage would be multiplied by 110%. For a ranking in the second or third quartile, no TSR-related adjustment would be made. The total maximum payout percentage for the award was limited to 200% of the target.

The 2022 TSR Comparator Group* was as follows:

* Fortune Brands Home & Security, Inc. was originally included in the TSR Comparator Group and subsequently removed due to the spin-off of its cabinets business, which created two independent, publicly traded companies, in December 2022.

The Company’s performance against the 2022 LTIP PRSU metrics set by the Committee in February 2022, as calculated for the performance period beginning in January 2022 and ending December 31, 2024, is summarized below:

2022 LTIP Targets and Actual Performance

Based on the Company’s free cash flow and core sales growth performance as shown above, the PRSUs granted in 2022 under the LTIP to Messrs. Peterson and Turner and to Ms. Malkoski paid out or will pay out at 0% upon vesting in 2025. The Company’s relative TSR for the three-year performance period placed it 10 th of eleven TSR comparators, including the Company, resulting in a 10% reduction to the total payout level under the 2022 LTIP PRSU awards. However, given the 0% overall payout, the TSR adjustment had no impact on these awards.

Holders of RSUs, including LTIP awards and any additional awards described below, do not receive dividend equivalents at the time dividends are paid. Rather, all such dividend equivalents will be accrued and paid only at the time and to the extent that the RSUs actually vest.

Prior Year Special Awards

2023 Special Incentive Program .

Given the difficult macroeconomic environment, significant decline in the Company’s stock price, high executive retention concerns and the CEO transition occurring in the first half of 2023, the Committee adopted the SIP in May 2023, as disclosed in a Current Report filed with the SEC on Form 8-K on May 19, 2023. The SIP awards were one-time awards designed to address critical executive retention issues, including a lack of holding power from outstanding equity awards and to offer incentives towards performance against key corporate initiatives. They do not form part of the Company’s annual compensation design going forward, and they were not designed or calculated to make up for low prior bonus or equity payouts. Pursuant to the SIP, the Company granted awards (the “ SIP Awards ”) to certain key executives, including Messrs. Peterson, Erceg and Turner and Ms. Malkoski, on July 5, 2023. The table below reflects the target value, PRSU grant, TRSU grant and cash bonus, as applicable, for Mr. Turner and Ms. Malkoski pursuant to the SIP:

The SIP Awards to Mr. Turner and Ms. Malkoski consisted of PRSUs valued at 50% of the target value, TRSUs valued at 35% of the target value, and a one-time cash bonus equal to 15% of the target value. These one-time cash bonuses were paid on December 15, 2023, and the TRSUs granted under the SIP to such individuals vested on the one-year anniversary of the grant date, July 5, 2024, in accordance with the award terms.

The PRSUs granted to these named executive officers pursuant to the SIP vest 70% on the two-year anniversary of the grant date and 30% on the three-year anniversary of the grant date, in each case subject to the achievement of the applicable performance measures and continued employment. The potential payout under these PRSUs ranged from 0% to 200% of the target, depending upon achievement of equally weighted performance goals for gross margin improvement and free cash flow productivity (1) during calendar year 2024. For these PRSUs, gross margin improvement represents the Company’s adjusted gross margin (2) for the year 2024 minus the Company’s adjusted gross margin for 2023.

In February 2025, the Committee approved and certified the Company’s performance and earned payout percentage against each of the PRSU metrics for the SIP Awards to Mr. Turner and Ms. Malkoski, as summarized below:

Based on the Company’s gross margin improvement and free cash flow productivity during the performance period as shown above, the PRSUs granted under the SIP to Mr. Turner and to Ms. Malkoski will therefore pay out at 200% upon their vesting in July 2025 and July 2026, respectively, subject to continuous employment.

Messrs. Peterson and Erceg also received SIP Awards in 2023. Their SIP Awards consist entirely of PRSUs, scheduled to vest in February 2026, that are subject to the achievement of the applicable performance goals for performance periods ending in 2025, as well as continuous employment.

Other Prior-Year Awards .

In December 2023, the Committee granted to Ms. Platt, as an inducement for her acceptance of employment as Chief Human Resources Officer, an award of 199,634 RSUs, with a target value of $1,645,000 based on the closing price of the Company’s common stock as of the grant date of December 4, 2023 (the “ Employment Transition Award ”). The Employment Transition Award consists of a combination of 50% TRSUs and 50% PRSUs. The TRSUs vest ratably over three years in equal installments on each of the first three anniversaries of the grant date, subject to continuous employment. The PRSUs cliff vest on the third anniversary of the grant date, subject to continuous employment and Ms. Platt’s implementation of a performance management system for the Company and completion of a talent management assessment for not less than the top 50 executives of the Company, in each case within the first eighteen months of employment, as confirmed by the CEO. The first tranche of Ms. Platt’s TRSU award, for 33,272 shares, vested on December 4, 2024 in accordance with the award terms. In November 2024, the Committee determined that Ms. Platt had satisfied the performance-based conditions for her PRSU award, which will vest in December 2026, subject to her continued employment.

Grant Policies and Practices

The Company’s practice has been to make annual equity awards and award other incentive compensation to named executive officers in connection with the regularly scheduled meetings of the Board or the Committee in February of each year. The Company’s policy is that, except for new hires and certain

promotions, all other equity awards to named executive officers will be approved by the Committee only at quarterly meetings of the Committee or the Board.

Executive Compensation Recoupment Policy

Effective November 7, 2023, upon recommendation of the Committee, the Board adopted the Newell Brands Inc. Executive Compensation Recoupment Policy (the “ Clawback Policy ”), incorporating the requirements of Rule 10D-1 (the “ Clawback Rule ”) under the Exchange Act, and the relevant Nasdaq listing standards. Pursuant to the Clawback Policy, in the event that the Company is required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under securities laws, the Company will recover, reasonably promptly, any covered incentive-based compensation received by an executive officer (or other individual who is an officer for purposes of Section 16 of the Exchange Act) during the three preceding completed fiscal years, to the extent such compensation exceeds the amount that otherwise would have been received based on the restated amounts, computed without regard to any taxes paid. The Clawback Policy covers compensation that is granted, earned, or vested based wholly or in part upon the attainment of any measure that is determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any measures that are derived wholly or in part from such measures, including stock price and total shareholder return.

The Company is required to recover all applicable compensation received by a covered officer in the event of an accounting restatement described above, unless the Committee has determined that recovery would be impracticable in accordance with Rule 10D-1 under the Exchange Act, and one of the specified clawback exceptions under the Clawback Policy applies.

The Clawback Policy applies to incentive-based compensation received by covered officers after October 2, 2023. Incentive-based compensation received by the Company’s executive officers prior to such date remains subject to the Company’s prior Policy Regarding Executive Compensation Recoupment. Under such prior policy, subject to the discretion and approval of the Board, the Company will require reimbursement and/or cancellation of any bonus or other incentive compensation, including equity-based compensation, awarded to an executive officer after January 1, 2010 where all of the following factors are present: (a) the award was predicated upon the achievement of certain financial results that were subsequently the subject of a material restatement, (b) in the Board’s view, the executive engaged in fraud or willful misconduct that was a significant contributing cause to the need for the restatement, and (c) a lower award would have been made to the executive based upon the restated financial results. In each such instance, the Company will, to the extent permitted by applicable law and subject to the fiduciary duties of the Board, seek to recover the individual executive’s bonus award or other incentive compensation paid or issued to the executive officer in excess of the amount that would have been paid or issued based on the restated financial results.

Stock Ownership Guidelines

Named executive officers and non-employee directors are expected to maintain ownership of Company stock equal to the following applicable market value:

Until the ownership level is met, executives are required to retain 75% of the net after-tax shares received from the vesting of RSUs. This requirement does not limit an executive’s ability to sell shares in connection with an option exercise. To the extent that at any time the executive holds a number of shares sufficient to meet the target value based on the then current valuation, such individual shall be deemed to meet the target at all times thereafter to the extent he or she retains not less than that number of shares. All shares held directly or beneficially, including TRSUs, PRSUs for which all performance criteria have been satisfied but have not yet vested due to time-based vesting requirements, shares of Company stock allocated to executives’ accounts under the Newell Brands Employee Savings Plan (the “ 401(k) Plan ”), and deemed investments in Company stock available to non-employee directors under the Newell Rubbermaid Inc. 2008 Deferred Compensation Plan (the “ 2008 Plan ”), count toward attainment of these targets. Unexercised stock options and PRSUs for which performance criteria have not been satisfied are not counted. All of the named executive officers are in compliance with the Company’s stock ownership guidelines as of the date of this Proxy Statement.

Retirement Compensation

The Company provides its eligible executives with retirement benefits that are supplemental to those provided to its employees generally in order to provide competitive benefits and assist in attracting and retaining key executives. Depending on his or her employment date and participation eligibility date with the Company, these supplemental executive retirement benefits may also apply to the named executive officers. See the section below titled “ 2024 Nonqualified Deferred Compensation ” for a more detailed discussion of the supplemental retirement benefits to which certain named executive officers are entitled. The Company maintains the Newell Brands Supplemental Employee Savings Plan (the “ Supplemental ESP ”), a nonqualified deferred compensation plan that is available to a select group of management and highly compensated employees of the Company and certain of its subsidiaries. The Supplemental ESP is designed to allow for deferrals that are in addition to those available to employees under the 401(k) Plan because of compensation limits under that plan.

Other Compensation

Executive officers are provided other benefits as part of the Company’s executive compensation program which the Committee believes are in line with competitive practices. See the “ All Other Compensation ” column of the “ 2024 Summary Compensation Table ” and the related footnotes and narrative discussion.

Other Benefits for the Named Executive Officers

The Company maintains one corporate aircraft, for business travel. The CEO and other named executive officers may only use the corporate aircraft for personal travel on an exception basis.

Termination Benefits

Each of the named executive officers is entitled to severance benefits following certain terminations of employment pursuant to the Newell Brands Executive Severance Plan (the “ Severance Plan ”), their employment terms, the 2013 Incentive Plan and 2022 Incentive Plan and/or the terms of their RSU agreements and stock option agreements.

All of the named executive officers participate in the Severance Plan, which provides severance compensation, medical benefits and certain other benefits to eligible Company Executives (as defined in the Severance Plan) when their employment terminates under certain circumstances. In order to participate in the Severance Plan, an executive must waive any rights to severance payments and other severance benefits under his or her employment security agreement or other written agreement between such executive and the Company in effect as of the effective date of participation in the Severance Plan (other than any provisions thereof that apply to the executive’s awards with respect to the securities of the Company granted prior to the effective date of the executive’s participation in the Severance Plan). The Severance Plan does not contain tax gross up provisions. Rather, payments and benefits payable to the executive will be reduced to the extent necessary if doing so would result in the executive retaining a larger after-tax amount, taking into account the income, excise and other taxes imposed on the payments and benefits. For additional information about the Severance Plan, see the description under the caption titled “ Potential Payments Upon Termination or Change in Control of the Company ” below.

The Company believes that appropriate severance benefits are important to attracting and retaining talented executives. The Company also believes that the termination protections afforded under RSU agreements and stock option agreements are appropriate given that the RSU and stock option agreements provide that the executive will be subject to confidentiality obligations and non-solicitation, non-competition and non-disparagement restrictive covenants following any termination of employment.

The Company also believes that, in the event of an extraordinary corporate transaction, the Severance Plan could prove crucial to the Company’s ability to retain top management through the transaction process. In addition, the Company believes that the benefits provided under the Severance Plan represent fair and appropriate consideration for the agreement of the named executive officers to the restrictive covenants required under the Severance Plan that prohibit them from competing with the Company and from soliciting Company employees following a termination of employment in which the executive received severance benefits under the plan. The benefits provided under the Severance Plan were determined to be at levels appropriate and competitive with the benefits provided under similar arrangements of companies in the Company’s custom comparator group.

EXECUTIVE COMPENSATION TABLES

2024 Summary Compensation Table