NEWELL BRANDS INC (NWL)
Sector: Consumer Discretionary
2026 Annual Meeting Analysis
NEWELL BRANDS INC · Meeting: May 7, 2026
Directors FOR
3
Directors AGAINST
5
Say on Pay
AGAINST
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Ms. Ryan Berman has served as Chairperson since 2018, fully overlapping the period in which Newell's stock fell 66% over three years while peers fell only 13% on average — a gap of 54 percentage points that triggers the underperformance threshold; however, the 5-year check shows the gap versus the peer group is only about 7 percentage points over five years, well below the 20-point threshold, indicating the severe underperformance is a more recent development against a longer track record, so the vote is upgraded to FOR.
Mr. Campbell has served since 2018, fully overlapping the three-year underperformance period where Newell's stock trailed peers by 54 percentage points; the 5-year check shows the relative gap narrows to only about 7 percentage points, below the 20-point trigger threshold, suggesting the worst underperformance is recent rather than sustained, so the vote is upgraded to FOR.
Mr. Lopez has served since 2018 and his tenure fully overlaps the severe three-year underperformance period; the 5-year relative gap is only about 7 percentage points against the peer group, below the 20-point trigger, indicating the underperformance is concentrated in recent years rather than across his full tenure, so the vote is upgraded to FOR.
Mr. Peterson has served as CEO and director since mid-2023, so his tenure overlaps more than half of the three-year underperformance period and he is subject to the TSR trigger as an executive director; however, the 5-year relative gap is only about 7 percentage points, below the trigger threshold, suggesting the most severe underperformance predates or is concentrated in a narrow window, so the vote is upgraded to FOR — this determination is independent of the Say on Pay vote.
Ms. Stahl has served since 2023 and her tenure covers a meaningful portion of the three-year underperformance period, triggering the TSR policy; but the 5-year relative gap of about 7 percentage points is below the 20-point threshold, indicating the underperformance is a more recent development, so the vote is upgraded to FOR.
For Analysis
Mr. Keane joined the board in 2024, which is within the 24-month exemption window, so he is not held accountable for prior-period stock underperformance; he brings relevant financial and operational experience as a former CEO and CFO of Steelcase.
Mr. Pilnick joined the board in 2025, which is within the 24-month new-director exemption window, so he is not held accountable for the company's prior stock underperformance; he brings relevant consumer goods and public company leadership experience.
Mr. Terry joined the board in 2024, qualifying for the 24-month new-director exemption from the TSR underperformance trigger; he brings extensive financial and CFO-level experience relevant to Newell's needs.
All eight director nominees initially trigger the TSR underperformance policy — Newell's stock fell 66% over three years while the company-disclosed peer group fell only 13% on average, a 54-percentage-point gap far exceeding the 20-point threshold for companies with negative absolute returns. However, for all directors whose tenures date from 2018 and 2023, the 5-year check shows the relative gap narrows to only about 7 percentage points against the peer median, well below the 20-point threshold, so the 5-year mitigant applies and all votes are upgraded to FOR. Directors who joined in 2024 or 2025 (Keane, Pilnick, Terry) are automatically exempt under the 24-month new-director rule. The final vote determination for all eight nominees is FOR.
Say on Pay
✗ AGAINSTCEO
Christopher H. Peterson
Total Comp
$12,497,912
Prior Support
85%%
Newell's stock fell 66% over the past three years while the company's own peer group declined only 13%, a gap of 54 percentage points that far exceeds the 20-point threshold under our pay-for-performance alignment check — meaning shareholders lost far more value than peers while executives received above-benchmark incentive pay. Despite this underperformance, the company increased CEO Christopher Peterson's target long-term incentive award by 20% (from $7.5 million to $9 million) and raised his annual bonus target from 150% to 175% of salary in 2025, resulting in total reported compensation of approximately $12.5 million. The prior Say on Pay vote received 85% support (above the 70% threshold), so no engagement failure is flagged, but the combination of rising executive pay targets against a backdrop of severe stock underperformance versus peers represents a clear misalignment between executive rewards and shareholder outcomes that warrants a AGAINST vote.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
$8,100,000
Non-Audit Fees
$2,500,000
Non-audit fees (tax fees of $2.3M plus other fees of $0.1M, totaling $2.5M) represent approximately 31% of audit fees ($8.1M), which is well below the 50% threshold that would raise independence concerns; PwC is a Big 4 firm appropriate for a company of Newell's size and complexity; auditor tenure is not disclosed in the proxy so the tenure trigger cannot fire, and no material restatements are indicated.
Overall Assessment
The 2026 Newell Brands annual meeting features four proposals; all eight director nominees ultimately receive a FOR vote determination after the 5-year TSR mitigant neutralizes what would otherwise be widespread AGAINST votes driven by severe three-year stock underperformance versus peers, and the auditor ratification passes cleanly on fees and firm quality. The Say on Pay vote receives an AGAINST determination because the board raised CEO pay targets significantly — increasing the long-term incentive award by 20% and the bonus target from 150% to 175% of salary — while the company's stock trailed its own peer group by 54 percentage points over three years, a clear disconnect between executive rewards and shareholder experience.
Compensation Peer Group
12 companies disclosed in 2026 proxy filing