SPECTRUM BRANDS HOLDINGS INC (SPB)
Sector: Consumer Staples
2026 Annual Meeting Analysis
SPECTRUM BRANDS HOLDINGS INC · Meeting: August 5, 2026
Directors FOR
6
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Ms. James has served since October 2018, attended 100% of meetings, holds no disqualifying board seats, and SPB's 3-year TSR of +22.4% outperforms the peer group median by +45.0 percentage points, well below the 65-point threshold required to trigger an against vote for a strong-positive-TSR company.
Mr. Campbell has served since April 2021, attended 100% of meetings, holds no disqualifying board seats, and SPB's strong relative TSR performance versus peers does not trigger the underperformance threshold.
Mr. Rovit has served since July 2018, attended 100% of meetings, holds no disqualifying board seats, and SPB's outperformance of peer group median TSR by +45.0 percentage points over three years is well within policy limits.
Mr. Patel has served since October 2020, attended 100% of meetings, holds one other public board seat (Amneal Pharmaceuticals) which is within the four-seat limit, and SPB's peer-relative TSR does not trigger any underperformance flag.
Mr. Maura serves as CEO and Chairman since July 2018, attended 100% of meetings, holds no outside public board seats, and SPB's 3-year TSR of +22.4% outperforms the peer group median by +45.0 percentage points, below the 65-point threshold needed to trigger an against vote.
Mr. Polistina has served since July 2018 as Lead Independent Director, attended 100% of meetings, holds one private-company CFO role (VYVVE, LLC, which is not a public company board seat), and SPB's strong peer-relative TSR does not trigger an underperformance vote.
All six director nominees pass policy screens: SPB's absolute 3-year TSR of +22.4% places the company in the strong-positive tier, where peers must be outperformed by more than 65 percentage points to trigger an against vote — SPB actually outperforms the peer median by +45.0 percentage points, so no TSR trigger fires. All directors attended 100% of meetings, none are overboarded, all independent directors serve only on independent committees, and the board discloses a skills matrix. Vote FOR all six nominees.
Say on Pay
✓ FORCEO
David M. Maura
Total Comp
$8,757,036
Prior Support
97%%
The CEO's total reported compensation of approximately $8.76 million is reasonable for a $2 billion Consumer Staples company given his dual role as Executive Chairman and CEO, and the prior year Say on Pay vote received 97% shareholder support — a strong signal of broad investor approval. Pay structure is heavily performance-oriented: 89.7% of the CEO's ongoing target pay is at risk through annual cash incentives tied to Adjusted EBITDA, Net Sales, and Inventory Turns, and a long-term equity program where 70% of equity awards are performance-based stock awards requiring three years of financial achievement before vesting. The pay-for-performance alignment check also passes: SPB's 3-year TSR of +22.4% outperforms the peer group median by +45 percentage points, and below-target MIP and LTIP payouts in fiscal 2025 demonstrate that incentive pay actually declined when performance fell short, which is exactly what a well-designed variable pay program should do.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
N/A
Audit Fees
$6,100,000
Non-Audit Fees
$0
For fiscal year 2025, KPMG billed $6.1 million in audit fees and zero in audit-related, tax, or other fees, meaning non-audit fees are 0% of audit fees — well below the 50% threshold that would raise independence concerns. KPMG is a Big 4 firm appropriate for a $2 billion market-cap company. Auditor tenure is not disclosed in the filing, so no tenure trigger can fire under policy. No material financial restatements were identified.
Overall Assessment
The 2026 Spectrum Brands annual meeting presents three standard proposals: a director slate of six nominees all of whom pass policy screens on TSR performance, attendance, and independence; auditor ratification for KPMG with a clean fee ratio of zero non-audit fees; and a Say on Pay vote supported by a well-structured performance-pay program that received 97% shareholder approval in 2025. All three proposals receive a FOR determination under the applicable voting policy.
Compensation Peer Group
15 companies disclosed in 2026 proxy filing