☒
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Commission File No.
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Name of Registrant, State of Incorporation,
Address of Principal Offices, and Telephone No.
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IRS Employer Identification No.
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1-4219
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Spectrum Brands Holdings, Inc.
(a Delaware corporation)
3001 Deming Way, Middleton, WI 53562
(608)
275-3340
www.spectrumbrands.com
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74-1339132
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SB/RH Holdings, LLC
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333-192634-03
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(a Delaware limited liability company)
3001 Deming Way, Middleton, WI 53562
(608)
275-3340
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27-2812840
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Registrant
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Title of each class
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Name of each exchange on which registered
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Spectrum Brands Holdings, Inc.
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Common Stock, Par Value $0.01
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New York Stock Exchange
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SB/RH Holdings, LLC
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None
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None
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Spectrum Brands Holdings, Inc.
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Yes
☒
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No
☐
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SB/RH Holdings, LLC
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Yes
☐
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No
☒
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Spectrum Brands Holdings, Inc.
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Yes
☐
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No
☒
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SB/RH Holdings, LLC
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Yes
☐
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No
☒
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Spectrum Brands Holdings, Inc.
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Yes
☒
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No
☐
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SB/RH Holdings, LLC
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Yes
☒
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No
☐
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Spectrum Brands Holdings, Inc.
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Yes
☒
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No
☐
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SB/RH Holdings, LLC
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Yes
☒
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No
☐
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Registrant
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Large Accelerated
Filer |
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Accelerated Filer
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Non-accelerated Filer
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Smaller Reporting
Company |
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Emerging Growth
Company |
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Spectrum Brands Holdings, Inc.
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X
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SB/RH Holdings, LLC
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X
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Spectrum Brands Holdings, Inc.
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☐
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SB/RH Holdings, LLC
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☐
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Spectrum Brands Holdings, Inc.
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Yes
☐
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No ☒
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SB/RH Holdings, LLC
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Yes
☐
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No
☒
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1
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ITEM 10.
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1
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ITEM 11.
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17
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ITEM 12.
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51
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ITEM 13.
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53
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55
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ITEM 15.
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55
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55
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ITEM 10.
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DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
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Director Skills and Experience
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✓
83%
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✓
100%
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✓
67%
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✓
100%
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✓
100%
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✓
83%
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✓
83%
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✓
83%
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✓
83%
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✓
83%
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✓
67%
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✓
83%
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✓
83%
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✓
67
%
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*
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The term of our Class I directors expires at our 2022 annual stockholders meeting, our Class II directors expires at our 2020 annual stockholders meeting and our Class III directors expires at our 2021 annual stockholders meeting.
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**
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Tenure represents service on the Board of the Company following the Merger.
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***
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Committee membership: A = Audit Committee, C = Compensation Committee, NCG = NCG Committee;
●
indicates committee Chair, o indicates committee member.
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Kenneth C. Ambrecht
Independent Director since July 2018
Age: 74
Race/Ethnicity: Caucasian
Gender: Male
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Independence & Committees:
●
Independent Director
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Chair of our Compensation Committee
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Key Skills/Experience:
●
Accounting/Auditing
●
Business Operations
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●
Audit Committee
●
NCG Committee
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●
Corporate Governance
●
Corporate Strategy & Business Development
●
Ethics/Corporate Social Responsibility
●
Public Company Board Experience
●
Finance/Capital Management & Allocation
●
Human Resources & Compensation
●
International Business Experience
●
Marketing/Sales & Brand Management
●
Mergers & Acquisitions
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Kenneth C. Ambrecht was appointed to our Board on the Merger Closing Date. From June 2010 until the Merger Closing Date, Mr. Ambrecht served as one of the directors of SPB Legacy. Prior to that time, he had served as a director of SBI from August 2009 to June 2010. Since December 2005, Mr. Ambrecht has served as a principal of KCA Associates LLC, through which he provides advice on financial transactions. From July 2004 to December 2005, Mr. Ambrecht served as a Managing Director with the investment banking firm First Albany Capital, Inc. Prior to that, Mr. Ambrecht was a Managing Director with Royal Bank Canada Capital Markets. Prior to that post, Mr. Ambrecht worked with the investment bank Lehman Brothers as Managing Director with its capital market division. Mr. Ambrecht is also a member of the Board of Directors of American Financial Group, Inc. Mr. Ambrecht has also served as a director of Dominion Petroleum Ltd. and Fortescue Metals Group Limited. Mr. Ambrecht serves as the Chair of our Compensation Committee and is a member of our Audit and our NCG Committees.
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David M. Maura
Director since July 2018
Age: 47
Race/Ethnicity: Caucasian
Gender: Male
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Independence & Committees:
●
None
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Key Skills/Experience:
●
Accounting/Auditing
●
Business Operations
●
Consumer Products
●
Corporate Governance
●
Corporate Strategy & Business Development
●
Ethics/Corporate Social Responsibility
●
Executive Leadership & Management
●
Public Company Board Experience
●
Finance/Capital Management & Allocation
●
Human Resources & Compensation
●
Mergers & Acquisitions
●
Public Company Executive Experience
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David M. Maura was appointed our Executive Chairman and our Chief Executive Officer on the Merger Closing Date. Previously, he had served as the Executive Chairman, effective as of January 2016, and as Chief Executive Officer, effective as of April 2018, of SPB Legacy. Prior to such appointment, Mr. Maura served as
non-executive
Chairman of the Board of SPB Legacy since July 2011 and served as interim Chairman and as one of the directors of SPB Legacy since June 2010. Mr. Maura was a Managing Director and the Executive Vice President of Investments at HRG Legacy from October 2011 until November 2016 and had been a member of HRG Legacy’s board of directors from May 2011 until December 2017. Mr. Maura previously served as a Vice President and Director of Investments of Harbinger Capital Partners LLC (“Harbinger Capital”) from 2006 until 2012. Prior to joining Harbinger Capital in 2006, Mr. Maura was a Managing Director and Senior Research Analyst at First Albany Capital, Inc., where he focused on distressed debt and special situations, primarily in the consumer products and retail sectors. Prior to First Albany, Mr. Maura was a Director and Senior High Yield Research Analyst in Global High Yield Research at Merrill Lynch & Co. Previously, Mr. Maura was a Vice President and Senior Analyst in the High Yield Group at Wachovia Securities, where he covered various consumer product, service, and retail companies. Mr. Maura began his career at ZPR Investment Management as a Financial Analyst.
Mr. Maura served as Chairman, President and Chief Executive Officer of Mosaic Acquisition Corp., a special purpose acquisition company, from October 2017 to January 2020, when the company merged with Vivint Smart Home, Inc. (“Vivint”). Following completion of the merger, he remains a director of Vivint and owns less than five percent of the outstanding common stock of Vivint.
He previously has served on the boards of directors of Ferrous Resources, Ltd., Russell Hobbs, and Applica. Mr. Maura received a B.S. in Business Administration from Stetson University and is a CFA charterholder.
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Randal Lewis
Executive Vice President, Chief Operating Officer since October 2018
Age: 53
Race/Ethnicity: Caucasian
Gender: Male
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Randal Lewis was appointed our Chief Operating Officer in October 2018 and Executive Vice President in September 2019. He has direct responsibility for all operating divisions. Mr. Lewis previously led our former Pet, Home & Garden Division since November 2014. Prior to that, he was Senior Vice President and General Manager of our Home & Garden business since January 2011, where he led the restructuring of that business. From April 2005 to January 2011, Mr. Lewis served as our Home & Garden business’s Vice President, Manufacturing and Vice President, Operations. Prior to that, Mr. Lewis held various leadership roles from October 1997 to April 2005 with the former owners of United Industries Corporation, which is now owned by the Company, and from January 1989 to October 1997 Mr. Lewis worked at Unilever. Mr. Lewis earned a Bachelor of Science degree in mechanical engineering from the University of Illinois, Urbana-Champaign.
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Rebeckah Long
Senior Vice President, Global Human Resources since September 2019
Age: 45
Race/Ethnicity: Caucasian
Gender: Female
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Rebeckah Long was appointed our Senior Vice President, Global Human Resources in September 2019 and has direct responsibility for consistent delivery and execution of the Human Resource function globally. Ms. Long previously served as Vice President of Global Human Resources of Spectrum Brands since April 2019. Prior to that, she was Human Resource Business Partner for several business divisions within Spectrum Brands since March 2008, with a focus on talent strategy and organizational effectiveness. Prior to joining Spectrum Brands, she was the Regional Human Resources Manager for United Rentals, lnc. from June 2000 to February 2008 and was responsible for the integration of over 25 businesses into the United Rentals portfolio. Rebeckah holds a Bachelor of Science degree in Economics from Illinois State University.
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Jeremy W. Smeltser
Executive Vice President, Chief Financial Officer since November 2019
Age: 45
Race/Ethnicity: Caucasian
Gender: Male
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Jeremy W. Smeltser was appointed our Executive Vice President on October 1, 2019 and was appointed our Chief Financial Officer on November 17, 2019. He previously served as Vice President and Chief Financial Officer of SPX Flow, Inc. (“SPX Flow”). Prior to his role at SPX Flow, he served as Vice President and Chief Financial Officer of SPX Corporation, where he served in various roles, including as Vice President and Chief Financial Officer, Flow Technology, and became an officer of SPX Corporation in April 2009. Mr. Smeltser joined SPX Corporation in 2002 from Ernst & Young LLP, where he was an audit manager in Tampa, Florida. Prior to that, he held various positions with Arthur Andersen LLP, in Tampa, Florida, and Chicago, Illinois, focused primarily on assurance services for global manufacturing clients. Mr. Smeltser earned a Bachelor of Science degree in Accounting from Northern Illinois University.
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Ehsan Zargar
Executive Vice President, General Counsel and Corporate Secretary since October 2018
Age: 42
Race/Ethnicity: Asian (Middle East)
Gender: Male
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Ehsan Zargar was appointed our Executive Vice President, General Counsel and Corporate Secretary on October 1, 2018. Mr Zargar is responsible for the Company’s legal, insurance and real estate functions. From June 2011 until the Merger Closing Date, Mr. Zargar held a number of increasingly senior positions with HRG Legacy, including serving as its Executive Vice President and Chief Operating Officer from January 2017 until the Merger Closing Date, as its General Counsel since April 2015, and as Corporate Secretary since February 2012. From August 2017 until the Merger Closing Date, Mr. Zargar served as a director of SPB Legacy. From November 2006 to June 2011, Mr. Zargar worked in the New York office of Paul, Weiss, Rifkind, Wharton & Garrison LLP. Previously, Mr. Zargar practiced law at another major law firm focusing on general corporate matters. Mr. Zargar received a law degree from Faculty of Law at the University of Toronto and a B.A. from the University of Toronto.
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Recent Enhancements
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✓
Increased diversity among Board and executive team
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✓
Adopted majority voting and a director resignation policy
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✓
Strengthened our stock ownership guidelines
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✓
Strengthened our anti-hedging policy
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✓
Adopted an anti-pledging policy
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✓
Hired a second independent compensation consultant
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✓
Completed our transition to a stand-alone independent company
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Existing Practices
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✓
Independent lead director
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✓
Majority of the Board comprised of independent directors
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✓
All committees comprised entirely of independent
directors
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✓
Anti-hedging policy
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✓
Robust clawback policy
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✓
Independent compensation consultant
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✓
All three members of our Audit Committee are financial
experts
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• | presides at all meetings of the Board at which the Chairman of the Board is not present; |
• | presides at all executive sessions of the independent members of the Board, and has the authority to call meetings of the independent members of the Board; |
• | serves as liaison between the management and the independent members of the Board, and provides our Chief Executive Officer (“CEO”) and other members of management with feedback from executive sessions of the independent members of the Board; |
• | reviews and approves the information to be provided to the Board; |
• | reviews and approves meeting agendas and coordinates with management to develop such agendas; |
• | approves meeting schedules to assure there is sufficient time for discussion of all agenda items; |
• | if requested by major shareholders, ensures that he is available for consultation and direct communication; |
• | interviews, along with the Chair of our NGC Committee, Board and senior management candidates and makes recommendations with respect to Board candidates and hiring of senior management; |
• | consults with the Chair and other members of our Compensation Committee with respect to the performance review of our CEO and other member of our senior management team; and |
• | performs such other functions and responsibilities as requested by the Board from time to time. |
Position
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$ Value of Stock to be
Retained (Multiple of Base
Salary or Cash Retainer)
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Years to
Achieve |
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Board Members
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5x Cash Retainer
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5 years
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Executive Chairman and CEO
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5x Base Salary
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5 years
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COO, CFO, General Counsel, and Presidents of business units
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3x Base Salary
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5 years
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Senior Vice Presidents
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2x Base Salary
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5 years
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Vice Presidents
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1x Base Salary
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5 years
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●
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As required by Section 304 of the Sarbanes Oxley Act of 2002, which generally provides that if the Company is required to prepare an accounting restatement due to material noncompliance as a result of misconduct with financial reporting requirements under the securities laws, then the CEO and CFO must reimburse the Company for any incentive-based compensation or equity compensation and profits from the sale of the Company’s securities during the
12-month
period following initial publication of the financial statements that had been restated;
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●
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As required by Section 954 of the Dodd-Frank Act and Rule
10D-1
of the Exchange Act, which generally require that, in the event the Company is required to prepare an accounting restatement due to its material noncompliance with financial reporting requirements under the securities laws, the Company may recover from any of its current or former executive officers who received incentive compensation, including stock options, during the three-year period preceding the date on which the Company is required to prepare a restatement based on the erroneous financial reporting, any amount that exceeds what would have been paid to the executive officer after giving effect to the restatement; and
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●
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As required by any other applicable law, regulation, or regulatory requirement. |
●
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If the Company suffers significant financial loss, reputational damage, or similar adverse impact as a result of actions taken or decisions made by the executive officer in circumstances constituting illegal or intentionally wrongful conduct or gross negligence; or |
●
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If the executive officer is awarded or is paid out under any incentive compensation plan of the Company on the basis of a material misstatement of financial calculations or information, or if events coming to light after the award disclose a material misstatement which would have significantly reduced the amount of the award or payout if known at the time of the award or payout. |
Committee
|
Chair Annual
Retainer |
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Member
Annual Retainer |
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Audit
|
$ |
20,000
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N/A
|
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Compensation
|
$ |
15,000
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N/A
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NCG
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$ |
15,000
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N/A
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Name
(1)
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Fees Earned or
Paid in Cash
(2)
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Stock Awards
(3)(4)
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All Other
Compensation
(5)
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Total
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|||||||||
Kenneth C. Ambrecht
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$ -
|
$ 244,122
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$9,071
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$253,193
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David S. Harris
(6)
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$ -
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$ 229,157
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$5,171
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$234.328
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Sherianne James
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$100,042
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$ 121,334
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$3,081
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$224,457
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Norman S. Matthews
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$ -
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$ 244,122
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$6,383
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$250,505
|
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Terry L. Polistina
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$71,500
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$ 249,110
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$5,621
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$326,231
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Hugh R. Rovit
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$ -
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$ 229,157
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$5,705
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$234,862
|
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Joseph S. Steinberg
(2)(5)(6)
|
$ -
|
$ 229,157
|
$5,171
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$234,328
|
(1) | This table includes only directors who received compensation during Fiscal 2019. |
(2) | Amounts reflected in this column include the annual retainer fees and committee Chair fees paid in cash to the applicable director during Fiscal 2019. |
(3) | Amounts in this column represent the aggregate grant date fair value of each award computed in accordance with FASB ASC Topic 718. The value was computed by multiplying the number of shares underlying the stock award by the closing price per share of the Company’s common stock on each grant date (or, as applicable, the last trading date immediately prior to the grant date if the grant date fell on a date when the New York Stock Exchange was closed), which was $74.45 on October 1, 2018, and was $66.17 on November 1, 2018. The directors received RSUs on October 1, 2018, which vested on October 1, 2019 as follows: Mr. Ambrecht, 3,279; Mr. Harris, 3,078; Mr. Matthews, 3,279; Mr. Polistina, 3,346; Mr. Rovit, 3,079; and Mr. Steinberg, 3,078. In connection with her appointment to our Board on October 23, 2018, Ms. James received 1,834 RSUs on November 1, 2018, which vested on October 1, 2019. |
(4) | As of September 30, 2019, Messrs. Ambrecht, Harris, Matthews, Polistina, Rovit and Steinberg held 3,279, 3,078, 4,103, 3,346, 3,078 and 3,078 outstanding unvested RSUs respectively, and Ms. James held 1,834 outstanding unvested RSUs. |
(5) | Includes dividends paid on RSUs which were not factored into the grant date fair value of the RSUs. The amount of the dividends for Messrs. Ambrecht, Harris, Matthews, Polistina, Rovit and Steinberg was $5,509, $5,171, $5,509, $5,621, $5,171, $5,171, respectively and $3,081 for Ms. James. |
(6) | In connection with the termination of the Company’s shareholder agreement with Jefferies Financial Group, Inc. (“Jefferies Financial”), Messrs. Joseph S. Steinberg and David S. Harris (each of whom had been appointed as Board designees of Jefferies Financial pursuant to such agreement) resigned from our Board. |
ITEM 11.
|
EXECUTIVE COMPENSATION
|
●
We continued our momentum after completing the merger with HRG Legacy in Fiscal 2018.
●
We streamlined our business focus by completing the sales of our global battery and lighting (“GBL”) business and our global auto care (“GAC”) business.
●
We no longer have a controlling stockholder and, in Fiscal 2019, Jefferies Financial announced, and ultimately completed, the distribution of its shares, further accelerating our transition to a stand-alone independent company.
●
We simplified and streamlined our overall compensation structure, focusing our ongoing program on a combination of an annual bonus and a single long-term equity program with a three-year performance period.
●
We made changes to our executive team, including the hiring of a new CFO, General Counsel, and the promotion of individuals to Chief Operating Officer (“COO”) and head of HR positions.
●
We made changes to our senior operating team in our businesses to align with our new business strategy.
●
We added diversity to our Board and to our executive team.
●
We hired a second compensation consulting firm to review Company practices.
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●
We maintained our global market positions as the #1 leading market position with a number of our products.
●
Despite foreign exchange headwinds and a reported sales decrease of 0.2%, we delivered organic sales growth of 1.4%.
●
We significantly improved our capital structure as net debt (outstanding debt less cash) declined from 5.2 to 3.1 times adjusted EBITDA at the end of 2019. We reduced total debt by $2.4 billion during Fiscal 2019.
●
We returned over $350 million to our shareholders in Fiscal 2019 in dividends and share repurchases.
●
We plan to repurchase up to $250 million of our shares in Fiscal 2020, and have purchased $206 million as of December 29, 2019.
●
We delivered our Fiscal 2019 adjusted EBITDA results within our guidance despite incurring $60 million of cash tariff headwinds.
●
We implemented a Global Productivity Improvement Plan, which is expected to improve our overall annualized operating costs by $100 million in the next
16-22
months.
●
We achieved and exceeded our Fiscal 2019 annual operating plan.
●
We engaged in a thorough and complete review of the Company’s operations and made significant changes to our business strategy.
|
●
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Fiscal 2019 Bridge Grant:
|
●
|
Fiscal 2020 Bridge Grant:
|
●
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We increased or maintained our market positions, which includes our #1 position in the U.S. with residential and luxury locksets, outdoor insect control, grills, toaster ovens, indoor grills and our #1 global position with aquatics and rawhide chews. |
●
|
Our efforts with respect to our transformational and strategic initiatives are being recognized by the market, as our stock has increased 52.2% in price in calendar 2019, and has returned 56.2% in calendar 2019, including dividends. |
●
|
Revenue of $3,802.1 million and net loss from continuing operations of $186.7 million, including $151.4 million of
non-cash
impairment charges.
|
●
|
Adjusted EBITDA of $567 million. |
●
|
Adjusted EBITDA stabilized and in line with guidance with increased investments across the divisions. |
●
|
Reduced total debt by $2.4 billion with proceeds from divestitures of the GBL and GAC businesses. |
●
|
Increased liquidity (cash and cash equivalent plus available credit under our revolving credit facility) by 5.7% to $1.4 billion. |
●
|
Reduced net leverage (net debt to Adjusted EBITDA) to 3.1x from 5.2x. |
●
|
Launched our Global Productivity Improvement Plan, expecting to improve overall annualized operating costs by approximately $100 million within the next 16 to 22 months. |
●
|
In Fiscal 2019, we returned over $355 million to our shareholders through share repurchases of $269 million and $86 million in dividends. |
●
|
In Fiscal 2020, we plan to further repurchase up to $250 million of our shares and have purchased $206 million as of December 29, 2019. |
●
|
Issued $300 million in 5.00%
10-year
senior notes and retired all $570 million of our 6.625% senior notes.
|
●
|
Incurred $60 million of cash tariffs in Fiscal 2019 that were mostly offset with pricing and productivity. |
David M. Maura
|
our Chief Executive Officer and Executive Chairman
|
||
Douglas L. Martin
(1)
|
our former Executive Vice President and Chief Financial Officer
|
||
Randal D. Lewis
|
our Executive Vice President and Chief Operating Officer
|
||
Ehsan Zargar
|
our Executive Vice President, General Counsel and Corporate Secretary
|
||
Rebeckah Long
|
our Senior Vice President, Global Human Resources
|
||
Nathan E. Fagre
(2)
|
our former Senior Vice President, General Counsel and Corporate Secretary
|
(1) | Mr. Martin ceased to serve as our CFO on November 17, 2019. His employment with the Company ended on December 20, 2019. Jeremy W. Smeltser became our Executive Vice President and CFO on November 17, 2019. |
(2) |
Mr. Fagre ceased to be our General Counsel as of October 1, 2018. He continued as a
non-executive
employee and provided transitional services until May 3, 2019. Mr. Zargar became our Executive Vice President, General Counsel and Corporate Secretary on October 1, 2018.
|
✓
✓
●
As described below, we combined our
one-year
EIP and our
two-year
stretch performance plan (most recently, the S3B Plan) into a new single long-term incentive program that will payout in a cliff only at the end of a three-year cumulative performance period, with 70% based on performance and 30% based on continued service.
●
We eliminated our EIP and S3B compensation plans, which provided for
one-year
and
two-year
performance periods, respectively.
●
We introduced in Fiscal 2020 a third performance metric (Adjusted Return on Equity), which will be weighted equally with Adjusted EBITDA and Adjusted Free Cash Flow for purposes of our equity performance programs.
✓
●
We hired a new CFO.
●
We created the position of COO and further promoted our COO to be an Executive Vice President.
●
We hired a new General Counsel.
●
We appointed a new head of global HR, which completed the transition of our executive team.
●
We made changes to the senior management team at our business units in order to align our business unit senior management team with our operating model and business strategy, as well as introduce new ideas and bring fresh perspectives to our businesses.
✓
●
Our NEO salaries and annual bonus targets did not change in Fiscal 2019, except for Mr. Lewis and Ms. Long, whose increases were in connection with their merit-based promotions and increased responsibilities.
✓
✓
●
We adopted a robust anti-pledging policy.
●
We strengthened our existing anti-hedging policy.
●
We strengthened our stock ownership guidelines by increasing, as of January 1, 2020, to 50% the net
after-tax
portion of our directors’, NEOs’ and other Covered Officers’ shares that they must retain to satisfy our stock ownership requirements.
✓
●
Commencing in Fiscal 2020, our CEO voluntarily eliminated his tax planning and financial assistance benefit (and any related tax equalization) and his executive automobile allowance.
●
We eliminated the tax equalization on our financial and tax planning benefit, automobile allowance, and life insurance for all executives in Fiscal 2020.
|
|
What We Do
|
|||||
✓
|
|
We maintain an independent Compensation Committee with an ongoing review of our compensation philosophy and practices.
|
|
✓
|
|
We strongly align pay and performance by placing 87.9% of our CEO’s ongoing compensation opportunity and 78.7% (on average) of our other current NEOs’ ongoing compensation opportunities at risk and earned on the basis of Company performance.
|
|
|
|
|
|
|
|
✓
|
|
We retained independent compensation consultants, including the hiring of an additional independent compensation consulting firm in Fiscal 2019, reporting to the Compensation Committee.
|
|
✓
|
|
We have a robust clawback policy, described in greater detail under the section titled
“Compensation Clawback Policy.”
|
|
|
|
|
|
|
|
✓
|
|
We consider stockholder advisory votes and views. Our Compensation Committee considers the voting results of our advisory vote on executive compensation (in the most recent annual advisory vote, 97.81% voted in favor).
|
|
✓
|
|
For new employment agreements entered into during Fiscal 2019, we have provided that upon termination of employment any performance-based awards are forfeited.
|
|
|
|
|
|
|
|
✓
|
|
We annually assess our compensation program and have determined that the risks associated with our compensation policies are not reasonably likely to result in a material adverse effect on the Company and its subsidiaries taken as a whole.
|
|
✓
|
|
70% of our regular equity based awards are based on achievement of performance, and overall 74% to 80% of our regular incentive compensation is fully performance-based with the remainder being time-based equity that is still subject to market risk.
|
|
|
|
|
|
|
|
✓
|
|
We have robust stock ownership and retention guidelines for our directors, NEOs and certain other officers, and, effective January 1, 2020, we have increased the requirement to retain 50% of net after-tax shares (up from 25%).
|
|
✓
|
|
We have strengthened our anti-hedging policy and adopted a robust anti-pledging policy.
|
|
|
|
|
|
|
|
✓
|
|
We continue to engage in rigorous stockholder outreach to understand stockholder feedback and input on a variety of matters, including business strategy, compensation programs and corporate governance.
|
|
✓
|
|
We provide reasonable post-employment provisions and have post-employment restrictive and executive cooperation covenants.
|
|
What We Don’t Do
|
||||
|
We do not provide any
gross-ups
for golden parachutes or for other compensation in the future.
|
|
We do not provide for accelerated vesting of equity upon retirement for our NEOs.
|
||
|
We do not make loans to executive officers or directors.
|
|
We do not provide for single trigger vesting of equity.
|
||
|
|
|
|
|
|
|
We do not allow our NEOs to purchase stock of the Company on margin, enter into short sales or buy or sell derivatives in respect of securities of the Company.
|
|
We do not provide excessive perquisites and our NEOs do not participate in defined benefit pension plans or nonqualified deferred compensation plans.
|
||
|
|||||
|
We do not guarantee minimum bonuses to our NEOs.
|
|
We do not provide immediate vesting on equity based awards.
|
||
|
|
|
|
|
|
|
We do not grant discounted options and we do not reprice stock options without stockholder approval.
|
|
We do not pay cash dividends on unearned and unvested equity awards, unless and until earned and vested.
|
✓
|
We modified our long-term incentive program:
●
We combined our
one-year
EIP and our
two-year
stretch performance plan (mostly recently, the S3B Plan) into a new single long-term incentive program that will payout in a cliff only at the end of a three-year performance period ending September 30, 2021, with 70% based on performance and 30% based on continued service.
●
We eliminated our EIP and our S3B Plan, which provided for
one-year
and
two-year
performance periods, respectively.
●
We introduced in Fiscal 2020 a third performance metric (Adjusted Return on Equity), which will be weighted equally with Adjusted EBITDA and Adjusted Free Cash Flow for purposes of our equity performance programs.
|
||
✓
|
Our NEO salaries and annual bonus targets did not change in Fiscal 2019, except for Mr. Lewis and Ms. Long, whose increases were in connection with their promotions and increased responsibilities. In Fiscal 2020, our NEOs’ base salaries and annual bonus targets will remain the same as in Fiscal 2019.
|
||
✓
|
We adopted a robust anti-pledging policy and further strengthened our anti-hedging policy.
|
||
✓
|
We strengthened our stock ownership guidelines by increasing, as of January 1, 2020, to 50% the net
after-tax
portion of our directors’, NEOs’, and other Covered Officers’ shares that they must retain to satisfy our stock ownership requirements.
|
||
✓
|
Commencing in Fiscal 2020, our CEO voluntarily eliminated his tax planning and financial assistance benefit (and any related tax equalization) and his executive automobile allowance.
|
||
✓
|
We eliminated the tax equalization on our financial and tax planning benefit, life insurance, and automobile allowance for all executives in Fiscal 2020.
|
●
|
To attract and retain highly qualified executives for the Company, each of our business segments and our overall corporate objectives. |
●
|
To align the compensation paid to our executives with our overall corporate business strategies while leaving the flexibility necessary to respond to changing business priorities and circumstances. |
●
|
To address the compensation opportunity gap and retention concerns created by adopting our new compensation plan and to recognize and reward the significant amount of additional time and effort expended by our management team and employees to pursue a number of strategic initiatives and activities, which are further described in “
Compensation Discussion and Analysis—Fiscal 2019 Business Highlights
|
●
|
To align the interests of our executives with those of our stockholders and to reward our executives when they perform in a manner that creates value for our stockholders. |
●
|
Considered the advice of our independent compensation consultants on executive compensation issues and program design, including advice on the corporate compensation program as it compared to our peer group companies. |
●
|
Conducted an annual review of total compensation for each NEO, including the compensation and benefit values offered to each executive and other compensation factors. |
●
|
Consulted with our CEO and other members of senior management with regard to compensation matters and met in executive session without management to evaluate management’s input. |
●
|
Solicited comments and concurrence from other Board members regarding its recommendations and actions. |
|
|
●
|
Provide comparative market data for our peer group, and other groups on request, with respect to compensation matters. |
●
|
Analyze our compensation and benefit programs relative to our peer group, including our mix of performance-based compensation,
non-variable
compensation and the retentive features of our compensation plans in light of the Company’s strategies and prospects.
|
●
|
Review the plan designs, including the performance metrics selected, for our various incentive plans and make recommendations to our Compensation Committee on appropriate plan designs to support the overall corporate strategic objectives, including the extensive work performed and benefits obtained from the efforts of our NEOs and other employees in carrying out the Company’s transformative M&A transactions and transformative strategic transactions. |
●
|
Advise our Compensation Committee on compensation matters and management proposals with respect to compensation matters. |
●
|
Assist in the preparation of our Compensation Discussion and Analysis disclosure and related matters. |
●
|
On request, participate in meetings of our Compensation Committee. |
✓
Central Garden and Pet Company
|
✓
Fortune Brands Home & Security, Inc.
|
✓
Nu Skin Enterprises, Inc.,
|
|||
✓
Church & Dwight Co., Inc.
|
✓
Hanesbrands, Inc.
|
✓
The Scotts
Miracle-Gro
Company
|
|||
✓
The Clorox Company
|
✓
Hasbro, Inc.
|
✓
Mattel, Inc.
|
|||
✓
Edgewell Personal Care Company
|
✓
Helen of Troy Limited
|
✓
Tupperware Brands Corporation
|
|||
✓
Energizer Holdings, Inc.
|
✓
Newell Brands, Inc.
|
|
Element
|
Purpose
|
Operation
|
Performance Measures
|
||||
Base Salary
|
●
Forms basis for competitive compensation package
|
●
Base salary reflects competitive market conditions, individual performance, and internal parity.
|
●
Performance of the individual is taken into account by the Compensation Committee, which is advised by its independent compensation consultant, when setting and reviewing base salary levels and continued employment
|
||||
Annual MIP Bonus
|
●
Motivate achievement of strategic priorities relating to key annual financial metrics
|
●
Target bonus opportunities are determined by competitive market practices and internal parity.
●
Actual bonus payouts, which can range from
0-250%
of target for the CEO and
0-200%
of target for our other NEOs are determined based on achievement of financial metrics established at the beginning of the performance period
|
●
Equally weighted between Adjusted EBITDA and Adjusted Free Cash Flow
|
||||
Restricted Stock Units (majority is performance-based and remainder is time-based)
|
●
Align compensation with key drivers of the business
●
Encourage focus on long-term shareholder value creation
|
●
Size of award determined by competitive market practices, corporate and individual performance and internal parity and retention considerations
|
●
Long-term incentive awards focusing on cumulative performance over three-year period ending Fiscal 2021, based on Adjusted EBITDA and Adjusted Free Cash Flow. For Fiscal 2020 grants, a third performance metric, Adjusted Return on Equity, is included (and equally weighted with the other two metrics).
●
The majority of each of the new long-term incentive awards (70%) are performance-based.
|
●
|
70% of the award vests in a cliff based on three-year cumulative performance against Adjusted EBITDA and Adjusted Free Cash Flow measures. The relatively large performance component of these awards is believed to serve as a valuable incentive to drive outcomes over the long-term for our Company and stockholders. |
●
|
30% will vest in a cliff at the end of the three-year service period. The relatively small time-based component of these awards as part of our overall compensation mix is believed to serve as an important long-term retention and risk mitigation feature. See “
—Fiscal 2019 Compensation Component Pay-Outs—LTIP
|
●
|
In addition, there is an opportunity to earn additional PSUs under the LTIP (subject to a cap of 125% of target PSUs) if superior performance is achieved. |
●
|
As noted above, for Fiscal 2020, we have added Adjusted Return on Equity as a third performance metric (equally weighted). |
●
|
Mr. Maura’s annual compensation opportunity breaks down as follows: 12% fixed (base salary) and 88% variable (annual and long-term incentives). |
●
|
Mr. Maura’s ongoing target direct compensation (base salary, MIP bonus, and target annual LTIP award grant date value) is $7,425,000. |
●
|
Mr. Maura’s variable compensation is made up of 25% time-based RSUs that will cliff vest at the conclusion of a three-year service period and are subject to market risk, and 75% performance-based annual incentives (under the MIP) and PSUs (under the LTIP), which are only eligible to be earned on the basis of Company performance relative to
pre-established
goals. These performance-based incentives will not pay out if
pre-established
goals are not satisfied.
|
●
|
As noted above, the Bridge Grant to Mr. Maura (and to the other NEOs and employees) was awarded in recognition of the fact that following the adoption of our new, three-year, cliff vesting long-term incentive plan there would be a “gap” in the compensation opportunity for our CEO and all long-term incentive participants (Fiscal 2019 and Fiscal 2020) during which time there would be no awards that could potentially vest; or in other words, under this new plan, there would be no long-term incentive vesting opportunity until the conclusion of Fiscal 2021. These Bridge Grants were designed as two grants to cover two performance cycles, namely the Fiscal 2019 compensation cycle and the Fiscal 2020 compensation cycle. |
●
|
As noted above, a transaction success bonus was awarded to Mr. Maura (and to other NEOs) in recognition of his key role in conceiving, guiding and completing the GBL Sale and the GAC Sale, which were important to the Company as they (i) enable us to focus on the core business of the Company, (ii) reduce our leverage and (iii) improve liquidity so that we remain nimble and ready for Fiscal 2020 and beyond. The award was based on the completion of the transactions following a challenging transition period (the GBL Sale process and various regulatory approvals lasted more than one year). These awards were designed to recognize Mr. Maura’s efforts in successfully completing these two separate sales that took place over a lengthy period of uncertainty and required significant additional time and effort to complete, which were in addition to performing regular roles and duties. Neither Mr. Maura nor any other NEOs would have received any payment if the Company did not successfully complete the transactions. |
Named Executive
|
Annual Base Salary
at end of Fiscal 2019 |
|
|||
David M. Maura
|
$ 900,000
|
||||
Douglas L. Martin
|
$ 550,000
|
||||
Randal D. Lewis
|
$ 550,000*
|
||||
Ehsan Zargar
|
$ 400,000
|
||||
Rebeckah Long
|
$ 300,000*
|
||||
Nathan E. Fagre
|
$ 18,500/month*
|
|
||
*
|
Mr. Lewis’s salary was increased in October 2018 from $375,000 to $450,000 when he was promoted to COO and in September 2019 to $550,000 when he was promoted to Executive Vice President. Ms. Long’s salary was increased from $250,000 to $300,000 in September 2019 when she was promoted to Senior Vice President, Global Human Resources. Mr. Fagre continued as a
non-executive
employee (at the rate of $10,000 per month from October 1, 2018 to December 2018 and $18,500 per month from January 2019 to May 2019), during which he provided transitional consulting services until his departure on May 3, 2019.
|
Named Executive
|
MIP Target as % of
Annual Base |
|
|||
David M. Maura
|
125%
|
||||
Douglas L. Martin
|
90%
|
||||
Randal D. Lewis
|
80%
|
||||
Ehsan Zargar
|
60%
|
||||
Rebeckah Long
|
40%
|
||||
Nathan E. Fagre
|
0%
|
Performance Required to Achieve Bonus % as Indicated ($ in millions)
|
|||||||||||||
Performance Metric
|
Weight (% of
Target
Bonus)
|
Threshold
(50%)
|
Target
(100%)
|
Maximum
(200%/250%) |
Actual
|
Calculated
2019 Payout Factor (% of Target
Bonus)
|
|||||||
Adjusted EBITDA
|
50%
|
$531.34
|
$559.30
|
$587.27
|
$567
|
127.39%
|
|||||||
Adjusted Free Cash Flow
|
50%
|
$131.96
|
$138.90
|
$145.85
|
$125
|
100%
|
Name
|
70% Performance-
Based |
|
30%
Time-Based
|
|
Potential Upside
Performance-
Based
|
|
|||||||
David M. Maura
|
83,573
|
35,817
|
20,893
|
||||||||||
Douglas L. Martin
|
42,560
|
18,240
|
10,640
|
||||||||||
Randal D. Lewis
|
23,215
|
9,949
|
5,804
|
||||||||||
Ehsan Zargar
|
24,763
|
10,612
|
6,191
|
||||||||||
Rebekah Long
|
3,869
|
1,658
|
967
|
Performance Measure (in $ millions)
|
Threshold
(50% of PSUs
vest) |
|
Target (100%
of PSUs vest)
|
|
Maximum
(125%) of PSUs vest) |
|
|||||||
Adjusted EBITDA
|
1,677.9
|
1,728.7
|
1,741.6
|
||||||||||
Adjusted Free Cash Flow
|
416.7
|
442.2
|
448.7
|
|
|
|
Fiscal 2019 Bridge Grant
|
Fiscal 2020 Bridge Grant
|
|||||||||||||||||
Name
|
Total RSUs
|
|
30% Performance
Nov. 2019 |
|
20% Time
Nov. 2019
|
|
30% Performance
Nov. 2020 |
|
20% Time
Nov. 2020
|
|
|||||||||||
David M. Maura
|
160,732
|
48,220
|
32,146
|
48,220
|
32,146
|
||||||||||||||||
Douglas L. Martin
|
85,496
|
25,649
|
17,099
|
25,649
|
17,099
|
||||||||||||||||
Randal D. Lewis
|
51,298
|
15,389
|
10,260
|
15,389
|
10,260
|
||||||||||||||||
Ehsan Zargar
|
68,397
|
20,519
|
13,680
|
20,519
|
13,679
|
||||||||||||||||
Rebeckah Long
|
1,710
|
513
|
342
|
513
|
342
|
Performance Measure for Fiscal 2019
|
30% vest target for
Fiscal 2019 |
|
|||
Adjusted EBITDA
|
$ 475.41 million
|
||||
Adjusted Free Cash Flow
|
$ 118.07 million
|
Name and Principal Position
(1)
|
Year
|
|
Salary
|
|
Bonus
|
|
Stock
Awards
(3)
|
|
Non–Equity
Incentive
Plan
Compensation
(4)
|
|
All Other
Compensation
(5)
|
|
Total
(*)
|
|
|||||||||||||||
David M. Maura
(6)
|
2019
|
$ |
900,000
|
–
|
$ |
12,309,411
|
$ |
6,279,000
|
$ |
199,711
|
$ |
19,688,122
|
|||||||||||||||||
Executive Chairman and
|
2018
|
$ |
769,744
|
–
|
$ |
3,200,000
|
$ |
136,463
|
$ |
417,421
|
$ |
4,523,628
|
|||||||||||||||||
Chief Executive Officer
|
2017
|
$ |
700,000
|
–
|
$ |
6,000,011
|
$ |
549,784
|
$ |
326,273
|
$ |
7,576,068
|
|||||||||||||||||
Douglas L. Martin
|
2019
|
$ |
550,000
|
–
|
$ |
6,403,943
|
$ |
1,062,815
|
$ |
178,371
|
$ |
8,195,129
|
|||||||||||||||||
Former Chief Financial
|
2018
|
$ |
540,128
|
–
|
$ |
1,500,012
|
$ |
60,044
|
$ |
229,074
|
$ |
2,329,258
|
|||||||||||||||||
Officer
|
2017
|
$ |
550,000
|
–
|
$ |
3,500,007
|
$ |
311,021
|
$ |
189,391
|
$ |
4,550,419
|
|||||||||||||||||
Randal D. Lewis
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Executive Vice President and
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Chief Operating Officer
|
2019
|
$ |
447,788
|
–
|
$ |
3,666,342
|
$ |
909,320
|
$ |
145,954
|
$ |
5,169,404
|
|||||||||||||||||
Ehsan Zargar
|
2019
|
$ |
400,000
|
$ |
–
|
$ |
4,419,069
|
$ |
772,880
|
$ |
114,538
|
$ |
5,706,487
|
||||||||||||||||
Executive Vice President and
|
2018
|
$ |
315,384
|
$ |
5,000,000
|
(2)
|
–
|
–
|
$ |
165,582
|
$ |
5,480,966
|
|||||||||||||||||
General Counsel
|
2017
|
$ |
400,000
|
$ |
3,000,000
|
(2)
|
–
|
–
|
$ |
64,225
|
$ |
3,464,225
|
|||||||||||||||||
Rebeckah Long
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Senior Vice President,
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Global Human Resource
|
2019
|
$ |
231,607
|
–
|
$ |
356,910
|
$ |
323,046
|
$ |
18,602
|
$ |
930,165
|
|||||||||||||||||
Nathan E. Fagre
|
2019
|
$ |
133,665
|
–
|
–
|
$ |
–
|
$ |
727,390
|
$ |
957,395
|
||||||||||||||||||
Former Senior Vice
|
2018
|
$ |
368,269
|
–
|
$ |
1,300,047
|
$ |
225,000
|
$ |
126,904
|
$ |
2,020,220
|
|||||||||||||||||
President, General Counsel
and Secretary
|
2017
|
$ |
375,000
|
–
|
$ |
2,049,992
|
$ |
141,373
|
$ |
101,826
|
$ |
2,668,191
|
(*) |
As noted, the Summary Compensation Table includes the Bridge Grants and the transaction success bonuses in Fiscal 2019. Because of the special circumstances surrounding the sale of our GBL and GAC businesses and our transition to a new long-term equity plan, we do not believe that the Bridge Grants and the transaction success bonuses are indicative of our regular, ongoing annual compensation. If these amounts were excluded the totals for Fiscal 2019 would have been as follows: Mr. Maura ($8,715,932), Mr. Martin ($4,518,450), Mr. Lewis ($2,752,570), Mr. Zargar ($2,665,123) and Ms. Long ($763,499). See “
Compensation Discussion and Analysis
Analysis of our CEO’s Fiscal 2019 Compensation
Compensation Discussion and Analysis
Compensation Elements—Special Awards
|
(1) |
Mr. Martin ceased to be our CFO on November 17, 2019 and ceased to be an employee on December 20, 2019. Mr. Lewis became our COO on October 23, 2018 and became an Executive Vice President on September 9, 2019. Ms. Long became our Global Head of HR on September 9, 2019. Mr. Fagre ceased to be our General Counsel as of October 1, 2018. He continued as a
non-executive
employee and provided transitional services until May 3, 2019. Mr. Zargar became our General Counsel on October 1, 2018 and the compensation paid to him prior to that date was from HRG Legacy. Prior to the Merger, HRG Legacy was the parent company of Spectrum and had a completely different compensation program which was cash-based and designed for a company that was in the process of winding down.
|
(2) | For Mr. Zargar, this reflects amounts paid for Fiscal 2018 pursuant to his retention agreement with HRG Legacy. Prior to the Merger, HRG Legacy was the parent company of Spectrum and had a completely different compensation program, which was cash-based and designed for a company that was in the process of winding down. |
(3) | This column reflects the aggregate grant date fair value of the awards computed in accordance with ASC Topic 718. For a discussion of the relevant ASC 718 valuation assumptions, see Note 2, Significant Accounting Policies and Practices, of the Notes to Consolidated Financial Statements, included in the Original Form 10-K. For Fiscal 2019, this column reflects grants under the new LTIP and the Bridge Grants. For Fiscal 2018, this column reflects grants of performance-based restricted stock units under the 2018 EIP and grants under the S3B Plan. The 2018 EIP grants and the grants made under the S3B Plan which are represented this column did not meet the applicable performance criteria and were forfeited without payment. Accordingly, this table does not reflect what was paid or what was earned and, as noted, no payments were made with respect to those grants. For Fiscal 2017, this column reflects grants of performance-based restricted stock units under the 2017 EIP and grants under the S3B Plan. No payments were made under the S3B Plan. The performance-based restricted stock unit awards are subject to the achievement of performance and the values listed in this column with respect to such awards are based on the outcome of such grants at target as of the grant date. If the maximum performance was achieved then the value of the awards would have been as follows: Mr. Maura (2019 - $13,582,665; 2018 - $4,050,088; 2017 - $7,800,000); Mr. Martin (2019 - $7,054,072; 2018 - $2,025,044; 2017 - $4,525,000); Mr. Lewis (2019 - $4,023,098); Mr. Zargar (2019 - $3,516,301); Ms. Long (2019 - $413,237); and Mr. Fagre (2018 - $1,755,031; and 2017 - $2,692,500) in each case based on the stock price on the date of grant. At the lowest level of performance, the performance-based restricted stock unit awards are forfeited. The amounts shown in this column do not reflect the actual payout. |
(4) |
For Fiscal 2019, 2018 and 2017, this column represents amounts earned under the Company’s 2019, 2018, and 2017 MIP, as applicable. For additional detail on the 2019 MIP and the determination of the awards thereunder, please refer to the discussion under the heading “
Compensation Discussion and Analysis-Fiscal 2019 Compensation Component Pay-Outs-Management Incentive Plan
Grants of Plan-Based Awards Table for Fiscal 2019
|
(5) | Please see the following table for the details of the amounts that comprise the All Other Compensation column. |
(6) | For his service as an HRG Legacy employee during Fiscal 2017, Mr. Maura also received compensation from HRG Legacy consisting of the following: (i) bonus of $2,150,000, (ii) option awards of $1,895,458, and (iii) all other compensation of $550,000 for a total of $4,595,458 (these amounts were earned in connection with Mr. Maura’s separation agreement from HRG Legacy in connection with the Maura Separation Agreement from November 2016). These amounts are not reflected in the summary compensation table above and relate to Mr. Maura’s prior service for HRG Legacy. For additional details please see the Summary Compensation Table of HRG Legacy’s Proxy Statement dated April 30, 2018. |
Name
|
Financial
Planning Services Provided to Executive |
|
Life
Insurance Premiums Paid on Executives Behalf
(2)
|
|
Car
Allowance/
Personal
Use of Company Car
(3)
|
|
Tax
Equalization Payments
(4)
|
|
Company
Contributions to Executive’s Qualified Retirement Plan
(5)
|
|
Company
Contributions to Executive’s Supplemental Life Insurance Policy |
|
Dividends
(6)
|
|
Other
(7)
|
|
Total
|
|
|||||||||||||||||||
David M. Maura
(1)
|
$ |
30,000
|
$ |
6,937
|
$ |
24,762
|
$ |
21,697
|
$ |
9,555
|
$ |
75,606
|
$ |
31,154
|
–
|
$ |
199,711
|
||||||||||||||||||||
Douglas L. Martin
|
$ |
20,000
|
$ |
11,880
|
$ |
16,257
|
$ |
22,653
|
$ |
9,500
|
$ |
82,500
|
$ |
15,580
|
–
|
$ |
178,371
|
||||||||||||||||||||
Randal D. Lewis
|
$ |
20,000
|
$ |
4,863
|
$ |
13,170
|
$ |
21,724
|
$ |
10,908
|
$ |
67,500
|
$ |
7,788
|
|
$ |
145,954
|
||||||||||||||||||||
Ehsan Zargar
|
$ |
20,000
|
$ |
552
|
$ |
17,654
|
$ |
9,740
|
$ |
6,592
|
$ |
60,000
|
–
|
|
$ |
114,538
|
|||||||||||||||||||||
Rebeckah Long
|
$ |
–
|
$ |
213
|
$ |
10,117
|
$ |
100
|
$ |
7,339
|
–
|
$ |
833
|
–
|
$ |
18,602
|
|||||||||||||||||||||
Nathan E. Fagre
|
$ |
20,000
|
$ |
10,477
|
$ |
10,754
|
$ |
18,636
|
$ |
3,024
|
–
|
$ |
13,504
|
$ |
650,995
|
$ |
727,390
|
(1) | Mr. Maura voluntarily eliminated his financial planning and car allowance and any tax equalization payments commencing in Fiscal 2020. |
(2) | The amount represents the life insurance premium paid for Fiscal 2019. The Company provides life insurance coverage equal to three times (two times, for Ms. Long and Mr. Fagre) base salary for each executive officer. |
(3) | The Company sponsors a leased car or car allowance program. Under the leased car program, costs associated with using a vehicle are provided, which also include maintenance, insurance, and license and registration. Under the car allowance program, the executive receives a fixed monthly allowance. As noted above, beginning with Fiscal 2020, Mr. Maura has given up his car allowance. |
(4) | Includes tax equalization payments for the financial benefits received for the following executive benefits and perquisites: financial planning, executive life insurance, and executive leased car program. As noted above, the Company will no longer provide tax equalization for these items beginning in Fiscal 2020. |
(5) | Represents amounts contributed under the Company-sponsored 401(k) retirement plan. |
(6) | Dividends paid on RSUs held by NEOs which were not factored into the grant date fair value of the RSUs. |
(7) | This amount for Mr. Fagre represents: severance of $145,673, severance bonus of $500,000, and $5,322 for vacation. |
|
|
|
|
Estimated Future Payouts Under
Non-Equity
Incentive Plan Awards
|
Estimated Future Payouts Under
Equity Incentive Plan Awards |
All Other
Stock Awards: Number of Shares of |
|
Grant Date
Fair Value of |
|
||||||||||||||||||||||||||||||
Name
|
|
Grant Date
|
|
Threshold
$ |
|
Target
$ |
|
Maximum
$ |
|
Threshold
# |
|
Target
# |
|
Maximum
# |
|
Stock or
Units # |
|
Stock
Awards
(5)
$ |
|
||||||||||||||||||||
David M. Maura
|
|
10/01/2018
(1)
|
$ |
281,250
|
$ |
1,125,000
|
$ |
2,812,500
|
|
|
|
|
|
||||||||||||||||||||||||||
|
|
12/28/2018
(2)
|
|
$ |
5,000,000
|
|
|
|
|
|
|
||||||||||||||||||||||||||||
|
|
1/17/2019
(3)
|
|
|
|
|
48,219
|
|
64,293
|
$ |
5,972,190
|
||||||||||||||||||||||||||||
|
|
1/17/2019
(4)
|
|
|
|
20,893
|
83,573
|
104,466
|
35,817
|
$ |
6,337,221
|
||||||||||||||||||||||||||||
Douglas L. Martin
|
|
10/01/2018
(1)
|
$ |
123,750
|
$ |
495,000
|
$ |
990,000
|
|
|
|
|
|
||||||||||||||||||||||||||
|
|
12/28/2018
(2)
|
|
$ |
500,000
|
|
|
|
|
|
|
||||||||||||||||||||||||||||
|
|
1/17/2019
(3)
|
|
|
|
|
25,649
|
|
34,198
|
$ |
3,176,679
|
||||||||||||||||||||||||||||
|
|
1/17/2019
(4)
|
|
|
|
10,640
|
42,560
|
53,200
|
18,240
|
$ |
3,227,264
|
||||||||||||||||||||||||||||
Randal D. Lewis
|
|
10/01/2018
(1)
|
$ |
90,000
|
$ |
360,000
|
$ |
720,000
|
|
|
|
|
|
||||||||||||||||||||||||||
|
|
12/28/2018
(2)
|
|
$ |
500,000
|
|
|
|
|
|
|
||||||||||||||||||||||||||||
|
|
1/17/2019
(3)
|
|
|
|
|
15,390
|
|
20,519
|
$ |
1,905,997
|
||||||||||||||||||||||||||||
|
|
1/17/2019
(4)
|
|
|
|
5,804
|
23,215
|
29,019
|
9,949
|
$ |
1,760,345
|
||||||||||||||||||||||||||||
Ehsan Zargar
|
|
10/01/2018
(1)
|
$ |
60,000
|
$ |
240,000
|
$ |
480,000
|
|
|
|
|
|
||||||||||||||||||||||||||
|
|
12/28/2018
(2)
|
|
$ |
500,000
|
|
|
|
|
|
|
||||||||||||||||||||||||||||
|
|
1/17/2019
(3)
|
|
|
|
|
20,519
|
|
27,359
|
$ |
2,541,364
|
||||||||||||||||||||||||||||
|
|
1/17/2019
(4)
|
|
|
|
6,191
|
24,763
|
30,954
|
10,612
|
$ |
1,877,705
|
||||||||||||||||||||||||||||
Rebeckah Long
|
|
10/01/2018
(1)
|
$ |
30,000
|
$ |
120,000
|
$ |
240,000
|
|
|
|
|
|
||||||||||||||||||||||||||
|
|
1/17/2019
(3)
|
|
|
|
|
513
|
|
684
|
$ |
63,537
|
||||||||||||||||||||||||||||
|
|
1/17/2019
(4)
|
|
|
|
967
|
3,869
|
4,836
|
1,658
|
$ |
293,373
|
||||||||||||||||||||||||||||
|
|
1/17/2019
(6)
|
|
$ |
340,000
|
|
|
|
|
|
|
||||||||||||||||||||||||||||
Nathan E. Fagre
|
|
10/01/2018
(1)
|
$ |
56,250
|
$ |
225,000
|
$ |
450,000
|
–
|
–
|
–
|
–
|
–
|
(1) |
Represents the threshold, target, and maximum payouts under the Fiscal 2019 MIP. The actual amounts earned under the plan for Fiscal 2019 are disclosed in the Summary Compensation Table above as part of the column entitled
“Non-Equity
Incentive Plan Awards.” For Mr. Maura, the maximum payout for the disclosed awards is equal to 250% of target. For our other NEOs, the maximum payouts for the disclosed awards are equal to 200% of target. See “
Compensation Discussion and Analysis—Fiscal
2019 Compensation Component Pay-Outs—Management Incentive Plan
|
(2) |
Represents the Fiscal 2019 transaction success bonuses. See “
Compensation Discussion and Analysis—Compensation Elements—Special Awards
|
(3) |
Represents the number of RSUs and PSUs awarded under the Bridge Grants, and shows (a) the number of PSUs underlying the performance-based portion of the award, and (b) the number of RSUs underlying the time-based portion of the award. See “
Compensation Discussion and Analysis—Compensation Elements—Special Awards
|
(4) |
Represents the number of RSUs and PSUs awarded under the Fiscal 2019 LTIP grants, and shows (a) the threshold, target and maximum payouts, denominated in the number of shares of stock, in respect of PSUs, and (b) the number of shares of stock underlying the RSUs. See “
Compensation Discussion and Analysis—Fiscal 2019 Compensation Components Pay-Outs—LTIP
|
(5) | Except as otherwise noted, reflects the value at the grant date value based upon the probable outcome of the relevant performance conditions. This amount is consistent with the estimate of aggregate compensation costs to be recognized over the service period determined as of the grant date under FASB ASC Topic 718, excluding the effect of any estimated forfeitures. |
(6) | Represents the cash portion of the Bridge Grant payable in cash which was made to Ms. Long prior to her becoming an NEO. |
Name
|
Number of
Securities Underlying Unexercised Options Exercisable |
|
Option Exercise
Price |
|
Option
Expiration Date |
|
Number of
Shares or Units
of Stock That
Have Not Vested(1) |
|
Market Value of
Shares or Units of Stock That Have Not Vested(2) |
|
Equity
Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested(3) |
|
Equity Incentive Plan
Awards: Market or
Payout Value of Unearned Shares, Units, or Other Rights That Have Not
Vested(2)
|
|
|||||||||||||||||
David M. Maura
|
70,294
|
$ |
52.83
|
11/29/2022
|
|||||||||||||||||||||||||||
64,142
|
$ |
72.92
|
12/3/2023
|
–
|
|||||||||||||||||||||||||||
26,743
|
$ |
82.85
|
11/25/2024
|
–
|
–
|
–
|
|||||||||||||||||||||||||
1,164
|
$ |
86.38
|
11/24/2025
|
–
|
–
|
–
|
|||||||||||||||||||||||||
51,309
|
$ |
95.43
|
12/14/2026
|
–
|
–
|
–
|
|||||||||||||||||||||||||
64,293
|
(4)
|
$ |
3,389,516
|
48,219
|
(5)
|
$ |
2,542,106
|
||||||||||||||||||||||||
–
|
–
|
35,817
|
(6)
|
$ |
1,888,272
|
20,893
|
(7)
|
$ |
1,101,492
|
||||||||||||||||||||||
Douglas L. Martin
|
–
|
–
|
–
|
34,198
|
(4)
|
$ |
1,802,940
|
25,649
|
(5)
|
$ |
1,352,205
|
||||||||||||||||||||
–
|
–
|
–
|
18,240
|
(6)
|
$ |
961,613
|
10,640
|
(7)
|
$ |
560,941
|
|||||||||||||||||||||
Randal D. Lewis
|
–
|
–
|
–
|
20,519
|
(4)
|
$ |
1,081,772
|
15,389
|
(5)
|
$ |
811,308
|
||||||||||||||||||||
–
|
–
|
–
|
9,949
|
(6)
|
$ |
524,511
|
5,804
|
(7)
|
$ |
305,974
|
|||||||||||||||||||||
Ehsan Zargar
|
3,958
|
$ |
72.92
|
11/29/2023
|
|||||||||||||||||||||||||||
5,009
|
$ |
82.86
|
11/25/2024
|
–
|
–
|
–
|
|||||||||||||||||||||||||
–
|
–
|
–
|
27,359
|
(4)
|
$ |
1,442,366
|
20,519
|
(5)
|
$ |
1,081,767
|
|||||||||||||||||||||
–
|
–
|
–
|
10,612
|
(6)
|
$ |
559,465
|
6,191
|
(7)
|
$ |
326,376
|
|||||||||||||||||||||
Rebeckah Long
|
–
|
–
|
–
|
684
|
(4)
|
$ |
36,060
|
513
|
(5)
|
$ |
27,045
|
||||||||||||||||||||
–
|
–
|
–
|
1,658
|
(6)
|
$ |
87,410
|
967
|
(7)
|
$ |
50,993
|
|||||||||||||||||||||
Nathan E. Fagre
|
–
|
–
|
–
|
–
|
–
|
–
|
–
|
(1) | This column shows the number of outstanding RSUs subject to time-based vesting. |
(2) | The market value is based on the per share closing price of our common stock on September 30, 2019 ($52.72). |
(3) | This column shows the number of Bridge Grant RSUs and Fiscal 2019 LTIP RSUs subject to performance-based vesting. In the case of the Fiscal 2019 LTIP grant, because none of the performance metrics have been satisfied as of the date of this report (even at the threshold level), we have shown in accordance with SEC rules only the number of RSUs that would be payable upon the lowest level of performance (which is 25%, assuming only one of the performance metrics were achieved at threshold level). |
(4) | These include the Fiscal 2019 Bridge Grant RSUs, which vested on November 21, 2019, and the Fiscal 2020 Bridge Grant RSUs, which will vest on November 21, 2020, subject to continued employment. |
(5) | These include the Fiscal 2019 Bridge Grant PSUs, which vested on November 21, 2019. |
(6) | These Fiscal 2019 LTIP RSUs cliff vest on September 30, 2021, subject to continued employment. |
(7) | These Fiscal 2019 LTIP PSUs cliff vest on September 30, 2021, subject to continued employment and achievement of the applicable performance metrics. |
Stock Awards
|
|||||||||||
|
Number of Shares
Acquired on Vesting |
|
Value Realized On
Vesting |
|
|||||||
David
|
9,272
|
$ |
457,851
|
(1)
|
|||||||
Douglas L. Martin
|
4,637
|
$ |
228,975
|
(2)
|
|||||||
Randal D. Lewis
|
2,318
|
$ |
114,463
|
(3)
|
|||||||
Ehsan Zargar
|
0
|
$ |
0
|
||||||||
Rebeckah Long
|
248
|
$ |
$12,246
|
(4)
|
|||||||
Nathan E. Fagre
|
4,019
|
$ |
198,458
|
(5)
|
(1) | The amount for Mr. Maura in this column represents the value realized upon the vesting of 9,272 RSUs on December 1, 2018. The value was computed by multiplying the number of shares vested by the closing price per share of the Company’s common stock on each such vesting date, which was $49.38 on November 30, 2018 (the last trading day before December 1, 2018). |
(2) | The amount for Mr. Martin in this column represents the value realized upon the vesting of 4,637 RSUs on December 1, 2018. The value was computed by multiplying the number of shares vested by the closing price per share of the Company’s common stock on each such vesting date, which was $49.38 on November 30, 2018 (the last trading day before December 1, 2018). |
(3) | The amount for Mr. Lewis in this column represents the value realized upon the vesting of 2,318 RSUs on December 1, 2018. The value was computed by multiplying the number of shares vested by the closing price per share of the Company’s common stock on each such vesting date, which was $49.38 on November 30, 2018 (the last trading day before December 1, 2018). |
(4) | The amount for Ms. Long in this column represents the value realized upon the vesting of 248 RSUs on December 1, 2018. The value was computed by multiplying the number of shares vested by the closing price per share of the Company’s common stock on each such vesting date, which was $49.38 on November 30, 2018 (the last trading day before December 1, 2018). |
(5) | The amount for Mr. Fagre in this column represents the value realized upon the vesting of 4,019 RSUs on December 1, 2018. The value was computed by multiplying the number of shares vested by the closing price per share of the Company’s common stock on each such vesting date, which was $49.38 on November 30, 2018 (the last trading day before December 1, 2018). |
(i) | the acquisition, by any individual, entity or group of beneficial ownership of more than 50% of the combined voting power of the Applicable Company’s then outstanding securities; |
(ii) | individuals who constituted our Board at the effective time of the plan and directors who are nominated and elected as their successors from time to time cease for any reason to constitute at least a majority of our Board; |
(iii) | consummation of a merger or consolidation of the Applicable Company or any direct or indirect subsidiary of the Applicable Company with any other entity, other than (A) a merger or consolidation which results in the voting securities of the Applicable Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof) more than 50% of the combined voting power of the voting securities of the Applicable Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation, (B) a merger or consolidation effected to implement a recapitalization of the Applicable Company (or similar transaction) in which no individual, entity or group is or becomes the beneficial owner, directly or indirectly, of voting securities of the Applicable Company (not including in the securities beneficially owned by such individual, entity or group any securities acquired directly from the Applicable Company or any of its direct or indirect subsidiaries) representing 50% or more of the combined voting power of the Applicable Company’s then outstanding voting securities or (C) a merger or consolidation affecting the Applicable Company as a result of which a Designated Holder (as defined below) owns after such transaction more than 50% of the combined voting power of the voting securities of the Applicable Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation; or |
(iv) |
approval by the stockholders of the Applicable Company of either a complete liquidation or dissolution of the Applicable Company or the sale or other disposition of all or substantially all of the assets of the Applicable Company, other than a sale or disposition by the Applicable Company of all or substantially all of the assets of the Applicable Company to an entity, more than 50% of the combined voting power of the voting securities of which are owned by stockholders of the Applicable Company in substantially the same proportions as their ownership of the Applicable Company immediately prior to such sale;
provided
|
David Maura
|
Termination Scenarios (Assumes Termination on 9/30/2019)
|
||||||||||||||||
Component
|
Without Good
Reason
or For Cause
|
|
With Good
Reason
or Without
Cause |
|
Upon Death
or Disability |
|
Change in
Control
& Termination
|
|
|||||||||
Cash Severance
(1)
|
$ |
–
|
$ |
2,471,986
|
$ |
2,471,986
|
$ |
2,471,986
|
|||||||||
Annual Bonus
(2)
|
$ |
–
|
$ |
1,279,125
|
$ |
1,279,125
|
$ |
1,279,125
|
|||||||||
Equity Awards (Intrinsic Value)
(3)
|
|
|
|
|
|||||||||||||
Unvested Restricted Stock
|
$ |
–
|
$ |
7,457,758
|
(4)
|
$ |
7,457,758
|
(4)
|
$ |
14,768,032
|
(5)
|
||||||
Other Benefits
|
|
|
|
|
|||||||||||||
Health and Welfare
(6)
|
$ |
–
|
$ |
10,453
|
$ |
10,453
|
$ |
10,453
|
|||||||||
Car allowance
(7)
|
$ |
–
|
$ |
24,000
|
$ |
24,000
|
$ |
24,000
|
|||||||||
Accrued, Unused Vacation
(8)
|
$ |
–
|
$ |
47,942
|
$ |
47,942
|
$ |
47,942
|
|||||||||
Tax
Gross-Up
(9)
|
$ |
–
|
$ |
–
|
$ |
–
|
$ |
–
|
|||||||||
Total
|
$
|
–
|
|
$
|
11,291,265
|
|
$
|
11,291,265
|
|
$
|
18,601,538
|
|
|||||
|
|
|
|
|
(1) | Reflects cash severance payment, under the applicable termination scenarios, of $500,000 for termination of the role of CEO, plus 1.5x Executive Chairman base salary and 1.0x the Fiscal 2019 Executive Chairman target bonus. Payments are to be made in monthly installments over 12 or 18 months (for the CEO and Executive Chairman payments, respectively) subject to the requirements of Section 409A of the Internal Revenue Code. |
(2) | Reflects annual MIP bonus for Fiscal 2019 payable at 113.7% of target. Payment is subject to Section 409A of the Internal Revenue Code. |
(3) | Reflects value of accelerated vesting of equity awards, if any, using a stock price of $52.72 which was Spectrum’s closing price on September 30, 2019. |
(4) |
Upon a termination without cause or due to death or disability, or for resignation with good reason, all time-based RSUs under the Fiscal 2019 LTIP, the Fiscal 2019 Bridge Grants and the Fiscal 2020 Bridge Grants would be payable. In addition, a
pro rata
|
(5) |
Upon a termination in connection with a change in control that occurs between 60 days prior to the change in control and the
one-year
anniversary of the change in control, all RSUs and PSUs granted under the Fiscal 2019 LTIP and the Bridge Grants would be subject to accelerated vesting at target.
|
(6) | Reflects 18 months of insurance and other benefits continuation for the Executive and any dependents. |
(7) | Reflects 12 months of car allowance continuation. |
(8) | Represents compensation for 110.8 hours of unused vacation time in Fiscal 2019. |
(9) |
The Company does not provide any tax
gross-up
payments to cover excise taxes.
|
Nathan E. Fagre
(1)
Component
|
With Good Reason
Or
Without Cause
|
|
|||
Cash Severance
(2)
|
$ |
1,100,000
|
|||
Equity Awards (Intrinsic Value)
(3)
|
|
||||
Unvested Restricted Stock
|
$ |
195,154
|
(4)
|
||
Other Benefits
|
|
||||
Health and Welfare
(5)
|
$ |
6,747
|
|||
Leased Car
|
$ |
14,250
|
|||
Accrued, Unused Vacation
(6)
|
$ |
19,976
|
|||
Tax
Gross-Up
(7)
|
$ |
–
|
|||
Total
|
$
|
1,336,127
|
|
||
|
|
|
|
(1) |
Based on actual termination on May, 5, 2019. Mr. Fagre’s employment with the Company ended on October 1, 2018, at which time Mr. Fagre was eligible to receive certain benefits in connection with his termination pursuant to his
Separation Agreement And Release
|
(2) | Reflects cash severance payment, under the applicable termination scenarios, of 1.0x the sum of Executive’s current base salary and 1.0x the Fiscal 2018 target bonus. Payments are to be made in semi-monthly installments over 12 months, subject to the requirements of Section 409A of the Internal Revenue Code. |
(3) | Reflects equity value using a stock price of $48.57, which was Spectrum’s closing price on December 3, 2019 (the date the shares were delivered). |
(4) | Pursuant to the separation agreement, the earned, but unpaid, RSUs under the Fiscal 2017 EIP were paid out. The value shown reflects the 4,108 units at $48.57 per share. |
(5) | Reflects 12 months of insurance and other benefits continuation for the Executive and any dependents. |
(6) | Represents compensation for 110.8 hours of unused vacation time in Fiscal 2018. |
(7) |
The Company does not provide any tax
gross-up
payments to cover excise taxes.
|
Randal Lewis
|
Termination Scenarios (Assumes Termination on 9/30/2019)
|
||||||||||||||||
Component
|
Without Good
Reason
or For Cause
|
|
With Good
Reason
or Without
Cause |
|
Upon Death
or Disability |
|
Change in
Control
& Termination
|
|
|||||||||
Cash Severance
(1)
|
$ |
–
|
$ |
1,265,000
|
$ |
1,265,000
|
$ |
1,265,000
|
|||||||||
Annual Bonus
(2)
|
$ |
–
|
$ |
409,320
|
$ |
409,320
|
$ |
409,320
|
|||||||||
Equity Awards (Intrinsic Value)
(3)
|
|
|
|
|
|||||||||||||
Unvested Restricted Stock
|
$ |
–
|
$ |
629,014
|
(4)
|
$ |
629,014
|
(4)
|
$ |
629,014
|
(4)
|
||||||
Other Benefits
|
|
|
|
|
|||||||||||||
Health and Welfare
(5)
|
$ |
–
|
$ |
10,453
|
$ |
10,453
|
$ |
10,453
|
|||||||||
Car allowance
(6)
|
$ |
–
|
$ |
15,372
|
$ |
15,372
|
$ |
15,372
|
|||||||||
Accrued, Unused Vacation
(7)
|
$ |
–
|
$ |
39,082
|
$ |
39,082
|
$ |
39,082
|
|||||||||
Tax
Gross-Up
(8)
|
$ |
–
|
$ |
–
|
$ |
–
|
$ |
–
|
|||||||||
Total
|
$
|
–
|
|
$
|
2,368,241
|
|
$
|
2,368,241
|
|
$
|
2,368,241
|
|
|||||
|
|
|
|
|
(1) | Reflects cash severance payment, under the applicable termination scenarios, of 1.5x the Executive’s current base salary plus 1.0x the Fiscal 2019 target bonus. Payments are to be made in monthly installments over 18 months, subject to the requirements of Section 409A of the Internal Revenue Code. |
(2) | Reflects annual MIP bonus for Fiscal 2019 payable at 113.7% of target. Payment is subject to the requirements of Section 409A of the Internal Revenue Code. |
(3) | Reflects value of vested equity awards, if any, using a stock price of $52.72, which was Spectrum’s closing price on September 30, 2019. |
(4) |
Upon a termination without cause or due to death or disability, for resignation with good reason, or termination in connection with a change in control, all PSUs will be forfeited. In addition, RSUs under the Fiscal 2019 LTIP will vest
pro rata
pro rata
|
(5) | Reflects 18 months of insurance and other benefits continuation for the Executive and any dependents. |
(6) | Reflects 12 months of car lease payment continuation. |
(7) | Represents compensation for 147.8 hours of unused vacation time in Fiscal 2019. |
(8) |
The Company does not provide any tax
gross-up
payments to cover excise taxes.
|
Rebeckah Long
|
Termination Scenarios (Assumes Termination on
9/30/2019) |
||||||||||||||||
Component
|
Without Good
Reason
or For Cause
|
|
With Good
Reason
or Without
Cause |
|
Upon Death
or Disability |
|
Change in
Control
and
Termination
|
|
|||||||||
Cash Severance
(1)(2)
|
$ |
–
|
$ |
300,000
|
$ |
300,000
|
$ |
300,0000
|
|||||||||
Annual Bonus
(3)
|
$ |
–
|
$ |
–
|
$ |
–
|
$ |
–
|
|||||||||
Equity Awards (Intrinsic Value)
(4)
|
|
|
|
|
|||||||||||||
Unvested Restricted Stock
|
$ |
–
|
$ |
184,435
|
(5)
|
$ |
184,435
|
(5)
|
$ |
184,435
|
(5)
|
||||||
Other Benefits
|
|
|
|
|
|||||||||||||
Health and Welfare
(6)
|
$ |
–
|
$ |
10,453
|
$ |
10,453
|
$ |
10,453
|
|||||||||
Car allowance
(7)
|
$ |
–
|
$ |
10,200
|
$ |
10,200
|
$ |
10,200
|
|||||||||
Accrued, Unused Vacation
(8)
|
$ |
–
|
$ |
9,433
|
$ |
9,433
|
$ |
9,433
|
|||||||||
Tax
Gross-Up
(9)
|
$ |
–
|
$ |
–
|
$ |
–
|
$ |
–
|
|||||||||
Total
|
$
|
–
|
|
$
|
514,520
|
|
$
|
514,520
|
|
$
|
514,520
|
|
|||||
|
|
|
|
|
(1) | Should the executive resign with good reason, the severance payment will not be payable. |
(2) | Reflects cash severance payment, under the applicable termination scenarios, of 52 weeks of weekly salary. |
(3) | No payment would be required under existing agreements. |
(4) | Reflects value of vested equity awards, if any, using a stock price of $52.72, which was Spectrum’s closing price on September 30, 2019 and vested value of 2019 Bridge Cash award. |
(5) |
Upon a termination without cause or due to death or disability, for resignation with good reason, or termination in connection with a change in control, the Fiscal 2019 LTIP would be forfeited. In addition, a
pro rata
pro rata
|
(6) | Reflects 18 months of insurance and other benefits continuation for the Executive and any dependents. |
(7) | Reflects 12 months of car allowance continuation. |
(8) | Represents compensation for 65.4 hours of unused vacation time in Fiscal 2019. |
(9) |
The Company does not provide any tax
gross-up
payments to cover excise taxes.
|
Douglas L. Martin
|
Termination Scenarios (Assumes Termination on 9/30/2019)
|
||||||||||||||||
Component
|
Without Good
Reason
or For Cause
|
|
With Good
Reason
or Without
Cause |
|
Upon Death
or Disability
|
|
Change in
Control
& Termination
|
|
|||||||||
Cash Severance
(1)(2)
|
$ |
–
|
$ |
1,320,000
|
$ |
1,320,000
|
$ |
1,320,000
|
|||||||||
Annual Bonus
(3)
|
$ |
–
|
$ |
562,815
|
$ |
562,815
|
$ |
562,815
|
|||||||||
Equity Awards (Intrinsic Value)
(4)
|
|
|
|
|
|||||||||||||
Unvested Restricted Stock
|
$ |
–
|
$ |
1,932,603
|
(5)
|
$ |
1,932,603
|
(5)
|
$ |
1,932,603
|
(5)
|
||||||
Other Benefits
|
|
|
|
|
|||||||||||||
Health and Welfare
(6)
|
$ |
–
|
$ |
10,453
|
$ |
10,453
|
$ |
10,453
|
|||||||||
Car allowance
(7)
|
$ |
–
|
$ |
85,000
|
$ |
85,000
|
$ |
85,000
|
|||||||||
Accrued, Unused Vacation
(8)
|
$ |
–
|
$ |
29,298
|
$ |
29,298
|
$ |
29,298
|
|||||||||
Tax
Gross-Up
(9)
|
$ |
–
|
$ |
–
|
$ |
–
|
$ |
–
|
|||||||||
Total
|
$
|
–
|
|
$
|
3,940,169
|
|
$
|
3,940,169
|
|
$
|
3,940,169
|
|
|||||
|
|
|
|
|
(1) | Mr. Martin’s employment terminated on December 20, 2019, and specific details of his agreed severance have been filed with the SEC. All details above, for consistency purposes, reflect a termination on September 30, 2019. |
(2) | Reflects cash severance payment, under the applicable termination scenarios, of 1.5x the Executive’s current base salary plus 1.0x the Fiscal 2019 target bonus. Payments are to be made in monthly installments over 18 months, subject to the requirements of Section 409A of the Internal Revenue Code. |
(3) | Reflects annual MIP bonus for Fiscal 2019 payable at 113.7% of target. Payment is subject to the requirements of Section 409A of the Internal Revenue Code. |
(4) | Reflects value of vested equity awards, if any, using a stock price of $52.72, which was Spectrum’s closing price on September 30, 2019. |
(5) |
Upon a termination without cause or due to death or disability, for resignation with good reason, or termination in connection with a change in control, the Fiscal 2019 LTIP would be forfeited. In addition, a
pro rata
pro rata
|
(6) | Reflects 18 months of insurance and other benefits continuation for the Executive and any dependents. |
(7) | Reflects maximum potential car lease payment continuation/buyout. |
(8) | Represents compensation for 110.8 hours of unused vacation time in Fiscal 2019. |
(9) |
The Company does not provide any tax
gross-up
payments to cover excise taxes.
|
Ehsan Zargar
|
Termination Scenarios (Assumes Termination on 9/30/2019)
|
||||||||||||||||
Component
|
Without Good
Reason
or For Cause
|
|
With Good
Reason
or Without
Cause |
|
Upon Death
or Disability |
|
Change in
Control
& Termination
|
|
|||||||||
Cash Severance
(1)
|
$ |
–
|
$ |
1,556,000
|
$ |
1,556,000
|
$ |
1,556,000
|
|||||||||
Annual Bonus
(2)
|
$ |
–
|
$ |
272,880
|
$ |
272,880
|
$ |
272,880
|
|||||||||
Equity Awards (Intrinsic Value)
(3)
|
|
|
|
|
|||||||||||||
Unvested Restricted Stock
|
$ |
–
|
$ |
5,470,860
|
(4)
|
$ |
5,470,860
|
(4)
|
$ |
5,470,860
|
(4)
|
||||||
Other Benefits
|
|
|
|
|
|||||||||||||
Health and Welfare
(5)
|
$ |
–
|
$ |
10,453
|
$ |
10,453
|
$ |
10,453
|
|||||||||
Car allowance
(6)
|
$ |
–
|
$ |
18,000
|
$ |
18,000
|
$ |
18,000
|
|||||||||
Accrued, Unused Vacation
(7)
|
$ |
–
|
$ |
21,308
|
$ |
21,308
|
$ |
21,308
|
|||||||||
Tax
Gross-Up
(8)
|
$ |
–
|
$ |
–
|
$ |
–
|
$ |
–
|
|||||||||
Total
|
$
|
–
|
|
$
|
7,349,501
|
|
$
|
7,349,501
|
|
$
|
7,349,501
|
|
|||||
|
|
|
|
|
(1) | Reflects cash severance payment, under the applicable termination scenarios, of 2.99x the Executive’s current base salary plus 1.5x the Fiscal 2019 target bonus. Payments are to be made in monthly installments over 18 months, subject to the requirements of Section 409A of the Internal Revenue Code. |
(2) | Reflects annual MIP bonus for Fiscal 2019 payable at 113.7% of target. Payment is subject to the requirements of Section 409A of the Internal Revenue Code. |
(3) | Reflects value of vested equity awards, if any, using a stock price of $52.72, which was Spectrum’s closing price on September 30, 2019. |
(4) | Upon a termination without cause or in connection with a change in control, or for resignation with good reason, or for death or disability, all RSUs and PSUs granted under the Fiscal 2019 LTIP and the Bridge Grants would be subject to accelerated vesting at target. |
(5) | Reflects 18 months of insurance and other benefits continuation for the Executive and any dependents. |
(6) | Reflects 12 months of car allowance continuation. |
(7) | Represents compensation for 110.8 hours of unused vacation time in Fiscal 2019. |
(8) |
The Company does not provide any tax
gross-up
payments to cover excise taxes.
|
●
|
each person who is known by us to beneficially own more than 5% of the outstanding shares of our common stock (each, a “5% Stockholder”); |
●
|
our NEOs for Fiscal 2019; |
●
|
each of our directors; and |
●
|
all directors and executive officers as a group. |
Name and Address of Beneficial Owner
|
Number of
Shares Beneficially
Owned
|
|
Percent of
Outstanding
Shares
|
|
|||||
5% Stockholders
|
|
|
|||||||
FMR LLC
(1)
|
7,314,796
|
15.9%
|
|||||||
Vanguard Group Inc.
(2)
|
4,179,626
|
9.1%
|
|||||||
Fortress Investment Group LLC
(3)
|
3,855,401
|
8.4%
|
|||||||
Arlington Value Capital, LLC
(4)
|
3,118,927
|
6.8%
|
|||||||
Our Directors and Named Executive Officers
|
|
|
|||||||
Kenneth C. Ambrecht
|
28,899
|
*
|
|||||||
Nathan E. Fagre
(5)
|
53,949
|
*
|
|||||||
Sherianne James
|
1,834
|
*
|
|||||||
Randal Lewis
|
26,351
|
*
|
|||||||
Rebeckah Long
(6)
|
1,670
|
*
|
|||||||
Douglas L. Martin
|
75,731
|
*
|
|||||||
Norman S. Matthews
|
29,186
|
*
|
|||||||
David M. Maura
(7)
|
584,800
|
1.3%
|
|||||||
Terry L. Polistina
|
28,011
|
*
|
|||||||
Hugh R. Rovit
|
29,907
|
*
|
|||||||
Jeremy W. Smeltser
(8)
|
—
|
*
|
|||||||
Ehsan Zargar
(9)
|
50,780
|
*
|
|||||||
All Directors and Executive Officers as a Group
|
857,169
|
1.9%
|
(1) | Based solely on a Schedule 13F, filed with the SEC on November 13, 2019. The address of FMR LLC is 245 Summer Street, Boston, Massachusetts 02210. |
(2) | Based solely on a Schedule 13F, filed with the SEC on November 14, 2019. The address of Vanguard Group Inc. is PO Box 2600, V26, Valley Forge, Pennsylvania 19482. |
(3) | Based solely on a Schedule 13D/A, filed with the SEC on December 3, 2019. The address of Fortress Investment Group LLC is 1345 Avenue of the Americas, New York, New York 10105. |
(4) | Based solely on a Schedule 13F, filed with the SEC on November 14, 2019. The address of Arlington Value Capital, LLC is 222 S. Main Street, Suite 1750, Salt Lake City, Utah 84101. |
(5) | Mr. Fagre’s position as General Counsel ceased as of October 1, 2018. |
(6) | Ms. Long was appointed Senior Vice President, Global Human Resources on September 9, 2019. |
(7) | Includes shares of common stock underlying options that have vested for Mr. Maura totaling 213,652. |
(8) | Mr. Smeltser was appointed CFO on November 17, 2019. |
(9) | Includes shares of common stock underlying options that have vested for Mr. Zargar totaling 8,967. |
ITEM 15.
|
EXHIBITS, FINANCIAL STATEMENTS AND SCHEDULES
|
(b) | List of Exhibits. |
|
|
||
Exhibit 2.1
|
|
||
Exhibit 2.2
|
|
||
Exhibit 2.3
|
|
||
Exhibit 2.4
|
|
||
Exhibit 3.1
|
|
||
Exhibit 3.2
|
|
||
Exhibit 3.3
|
|
||
Exhibit 3.4
|
|
Exhibit 4.8*
|
|
||
Exhibit 10.1
|
|
||
Exhibit 10.2
|
|
||
Exhibit 10.3
|
|
||
Exhibit 10.4
|
|
||
Exhibit 10.5
|
|
||
Exhibit 10.6
|
|
||
Exhibit 10.7
|
|
||
Exhibit 10.8
|
|
Exhibit 10.9+
|
|
||
Exhibit 10.10+
|
|
||
Exhibit 10.11+
|
|
||
Exhibit 10.12+
|
|
||
Exhibit 10.13+
|
|
||
Exhibit 10.14+
|
|
||
Exhibit 10.15+
|
|
||
Exhibit 10.16+
|
|
||
Exhibit 10.17+
|
|
||
Exhibit 10.18+
|
|
||
Exhibit 10.19+
|
|
Exhibit 10.20+
|
|
||
Exhibit 10.21+
|
|
||
Exhibit 10.22+
|
|
||
Exhibit 10.23+
|
|
||
Exhibit 10.24+
|
|
||
Exhibit 10.25+
|
|
||
Exhibit 10.26+
|
|
||
Exhibit 10.27+
|
|
||
Exhibit 10.28+
|
|
||
Exhibit 10.29+
|
|
Exhibit 10.30+
|
|
||
Exhibit 10.31
|
|
||
Exhibit 10.32+
|
|
||
Exhibit 10.33+
|
|
||
Exhibit 10.34+
|
|
||
Exhibit 10.35+
|
|
||
Exhibit 10.36+
|
|
||
Exhibit 10.37+
|
|
||
Exhibit 21.1@
|
|
||
Exhibit 23.1@
|
|
||
Exhibit 31.1*
|
|
||
Exhibit 31.2*
|
|
Exhibit 31.3*
|
|
||
Exhibit 31.4*
|
|
||
Exhibit 32.1@
|
|
||
Exhibit 32.2@
|
|
||
Exhibit 32.3@
|
|
||
Exhibit 32.4@
|
|
||
101.INS@
|
XBRL Instance Document**
|
||
101.SCH@
|
XBRL Taxonomy Extension Schema Document**
|
||
101.CAL@
|
XBRL Taxonomy Extension Calculation Linkbase Document**
|
||
101.DEF@
|
XBRL Taxonomy Extension Definition Linkbase Document**
|
||
101.LAB@
|
XBRL Taxonomy Extension Label Linkbase Document**
|
||
101.PRE@
|
XBRL Taxonomy Extension Presentation Linkbase Document**
|
||
104
|
Cover Page Interactive Data File (embedded within the Inline XBRL document)
|
* | Filed herewith |
** |
In accordance with Regulation
S-T,
the XBRL-related information in Exhibit 101 to this Annual Report on Form
10-K
shall be deemed to be furnished and not filed.
|
*** |
With respect to Spectrum Brands Holdings, Inc. SB/RH Holdings, LLC meets the conditions set forth in General Instruction I(1)(a) and (b) of Form
10-K
and has therefore omitted the list of subsidiaries exhibit otherwise required by Item 601 of Regulation
S-K
as allowed under General Instruction I(2)(b).
|
@ | Included as an exhibit to the Original Form 10-K. |
+ | Denotes a management contract or compensatory plan or arrangement. |
|
SPECTRUM BRANDS HOLDINGS, INC.
|
|
||||||
|
By:
|
/s/ Jeremy W. Smeltser
|
|
|||||
|
|
Name:
|
Jeremy W. Smeltser
|
|
||||
|
|
Title:
|
Executive Vice President
|
|
||||
|
|
|
and Chief Financial Officer
|
|
|
SB/RH HOLDINGS, LLC
|
|
||||||
|
By:
|
Spectrum Brands Holdings, Inc.,
|
|
|||||
|
|
its sole member
|
|
|||||
|
By:
|
/s/ Jeremy W. Smeltser
|
|
|||||
|
|
Name:
|
Jeremy W. Smeltser
|
|
||||
|
|
Title:
|
Executive Vice President
|
|
||||
|
|
|
and Chief Financial Officer
|
EXHIBIT 4.8
DESCRIPTION OF CAPITAL STOCK
The common stock, par value $0.01 per share (the Common Stock) of Spectrum Brands Holdings, Inc., a Delaware corporation (the Company), is listed on the New York Stock Exchange under the trading symbol SPB.
The following is a summary of certain of the rights of holders of Common Stock and certain related provisions of the Companys Amended and Restated Certificate of Incorporation (the Charter), Third Restated Bylaws (the Bylaws) and applicable provisions of the Delaware General Corporation Law (the DGCL), affecting the rights of holders of the Common Stock.
The description below does not purport to be complete and is qualified in its entirety by, and should be read in conjunction with, the Charter, the Bylaws, the applicable laws and the other documents referred to below.
A copy of the Charter has been filed as Exhibit 3.1 to the Current Report on Form 8-K filed by the Company on July 13, 2018 (File No. 1-4219) and is incorporated by reference herein.
A copy of the Bylaws has been filed as Exhibit 3.1 to the Current Report on Form 8-K filed by the Company on May 17, 2019 (File No. 1-4219) and is incorporated by reference herein.
Authorized Capital Stock
The Companys authorized capital stock consists of 200,000,000 shares of Common Stock and 100,000,000 shares of preferred stock, par value $0.01 per share.
The Companys board of directors (the Board) is authorized to issue shares of preferred stock in such series, and to fix from time to time before issuance, the number of shares to be included in any such series and the designation, powers, preferences, rights and qualifications, limitations or restrictions of such series.
Description of Common Stock
Fully Paid and Nonassessable
All of the outstanding shares of the Companys Common Stock are fully paid and nonassessable.
Voting Rights
Each share of Common Stock is entitled to one vote on all matters on which stockholders generally are entitled to vote, including the election of directors.
Dividends and Other Distributions
Dividends to Company stockholders may be declared on the Common Stock at such times and in such amounts as determined by the Board, subject to any preferential dividend or other rights of holders of any preferred stock then outstanding, and further subject to the applicable provisions of the DGCL. In the event of liquidation, dissolution or winding up of the Company, the holders of Common Stock will be entitled to share ratably in all assets remaining after payments of liabilities and liquidation preferences, if any, to the holders of any preferred stock then outstanding.
No Preemptive or Similar Rights
The Common Stock has no preemptive or other subscription rights, and there are no conversion rights or redemption or sinking fund provisions with respect to shares of Common Stock.
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Transfer Restrictions
Subject to certain exceptions, the Charter contains transfer restrictions that prohibit any person from acquiring or disposing of any shares of Common Stock: (i) to the extent that after giving effect to such transfer, such person, or any other person by reason of such transfer, becomes a Substantial Holder (as defined in the Charter); (ii) if, before giving effect to the transfer, such person is identified as a 5-percent shareholder of the Company under applicable regulations; or (iii) to the extent that the ownership percentage of any person that, prior to giving effect to such transfer, is a Substantial Holder of the Company would be increased.
Number and Election of Directors
The Charter provides for a classified Board divided into three classes. The term of office of each class is three years, with the term of one class expiring successively each year at the time of the Companys annual meeting of stockholders. The Bylaws provide that, subject to the rights of the holders of any series of preferred stock then outstanding to elect Directors, the number of directors constituting the entire the Board may be increased or decreased from time to time by resolution of the Board.
The Bylaws provide that a plurality of the votes cast shall be sufficient to elect a director, provided, however, that the foregoing shall not limit the ability of the Board to adopt a policy which contains a higher voting standard for the election of directors.
The Board has adopted a majority voting policy, which provides that in the case of uncontested director elections, a director must be elected by a majority of the votes cast with respect to the election of such director. For purposes of this policy, a majority of the votes cast means that the number of shares voted for a director must exceed the number of shares voted against that director and abstentions and broker non-votes are not counted as votes cast. The policy further provides that in the event that an incumbent director nominee receives a greater number of votes against than votes for his or her election, he or she must (within five business days following the final certification of the related election results) offer to tender his or her written resignation from the Board to the Companys Nominating and Corporate Governance Committee. The committee is required under the policy to review such offer of resignation and consider such factors and circumstances as it may deem relevant, and, within 90 days following the final certification of the election results, make a recommendation to the Board concerning the acceptance or rejection of such tendered offer of resignation. The decision of the Board is required under the policy to be promptly publicly disclosed.
The DGCL provides that stockholders are not entitled to cumulative voting in the election of directors unless a corporations certificate of incorporation provides otherwise. The Charter does not provide for cumulative voting in the election of directors.
Removal of Directors
By virtue of the Companys classified board structure, under the DGCL, directors of the Company can only be removed by stockholders for cause and then only by the affirmative vote of a majority of the outstanding shares of Common Stock.
Vacancies on the Board
Vacancies and newly created directorships resulting from any increase in the number of directors may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director.
Indemnification and Limitations on Liability
The Charter provides that, to the fullest extent permitted by applicable law, the Company will indemnify and hold harmless, any person (a Covered Person) who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a Proceeding), by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director or officer of the Company or, while a director or officer of the Company, is or was serving at the request of the Company as a director, officer, employee or agent of another entity or enterprise. To the extent not
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prohibited by applicable law, the Company will pay the expenses (including attorneys fees) incurred by a Covered Person in defending any Proceeding in advance of its final disposition. In addition, to the fullest extent permitted by the DGCL, no director will be personally liable to the Company or its stockholders for monetary damages with respect to a breach of fiduciary duty as a director.
Advance Notice for Stockholder Meetings
The Bylaws require a stockholder who desires to nominate a candidate for election to the Board at an annual meeting or a special meeting or present business at an annual meeting must provide notice to the secretary of the Company in advance of the meeting. In the case of an annual meeting, notice must be received by the Company at its principal executive office addressed to the attention of the secretary not earlier than the 120th day and not later than the 90th day before the first anniversary of the prior years annual meeting. However, if the annual meeting is advanced by more than 30 days, or delayed by more than 60 days, from the first anniversary of the prior years annual meeting or no annual meeting was held during the prior year, then the notice must be received no earlier than 120 days before the annual meeting and no later than the later of 90 days before the annual meeting and the tenth day after the day on which the notice of the annual meeting was made.
Special Stockholder Meetings
The Bylaws provide that a special meeting may be called by the Board at any time by giving proper notice to stockholders. In addition, a holder, or group of holders of Common Stock, as applicable, holding at least 25% of the voting power of the total shares of Common Stock entitled to vote may cause the Board to call a special meeting of the stockholders for any purpose or purposes at any time, subject to certain restrictions.
Stockholder Action by Written Consent
The Bylaws provide that, subject to certain notice requirements and other conditions, any action required or permitted to be taken at a meeting of the stockholders may be taken without a meeting of the stockholders upon the consent in writing signed by such stockholders having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all the stockholders entitled to vote thereon were present and voting.
Charter Amendments
Under the DGCL, an amendment to the Charter generally requires the approval of a majority of the Board and a majority of the holders of outstanding shares of Common Stock. Certain amendments to the Charter (such as amendments to the provisions relating to the classification of the Board and other related provisions) require the affirmative vote of the holders of at least 66 2/3% of the shares of Common Stock outstanding.
Amendment of Bylaws; New Bylaws
The Bylaws may be amended or repealed and new Bylaws may be adopted by the Board, and the stockholders may make additional Bylaws and may alter or repeal any Bylaws.
Business Combination Provisions of Delaware Law
The Charter states that the Company is subject to Section 203 of the DGCL, which prohibits, subject to certain exceptions, a Delaware corporation from engaging in any business combination with an interested stockholder for a period of three years after the date that such stockholder became an interested stockholder. In general, Section 203 defines an interested stockholder as an entity or person who, together with the persons affiliates and associates, beneficially owns, or, within three years prior to the time of determination of interested stockholder status, did own, 15% or more of the outstanding voting stock of the corporation.
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Forum Selection
The Bylaws provide that unless the Company consents in writing otherwise, the Delaware Court of Chancery is the exclusive forum for: (i) any derivative action or proceeding brought on behalf of the Company; (ii) any action asserting a claim of breach of fiduciary duty owed by any director, officer, employee or agent of the Company; (iii) any action asserting a claim pursuant to the DGCL, the Charter, the Bylaws or any other law applicable to the Company; or (iv) any action asserting a claim governed by the internal affairs doctrine. The Bylaws further provide that if the Delaware Court of Chancery lacks jurisdiction over such action or proceeding, then the sole and exclusive forum shall be another court of the State of Delaware, or, if no court of the State of Delaware has jurisdiction, then such forum shall be the United States federal district court for the District of Delaware.
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EXHIBIT 31.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO RULE 13a-14(a) or 15d-14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002
I, David M. Maura, Chief Executive Officer, certify that:
1. |
I have reviewed this Amendment No. 1 to the annual report on Form 10-K of Spectrum Brands Holdings, Inc. for the fiscal year ended September 30, 2019; and |
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report. |
Date: January 28, 2020
/s/ David M. Maura | ||
David M. Maura | ||
Chief Executive Officer |
EXHIBIT 31.2
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO RULE 13a-14(a) or 15d-14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002
I, Jeremy W. Smeltser, Chief Financial Officer, certify that:
1. |
I have reviewed this Amendment No. 1 to the annual report on Form 10-K of Spectrum Brands Holdings, Inc. for the fiscal year ended September 30, 2019; and |
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report. |
Date: January 28, 2020
/s/ Jeremy W. Smeltser | ||
Jeremy W. Smeltser | ||
Chief Financial Officer |
EXHIBIT 31.3
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO RULE 13a-14(a) or 15d-14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002
I, David M. Maura, Chief Executive Officer, certify that:
1. |
I have reviewed this Amendment No. 1 to the annual report on Form 10-K of SB/RH Holdings, LLC for the fiscal year ended September 30, 2019; and |
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report. |
Date: January 28, 2020
/s/ David M. Maura | ||
David M. Maura | ||
Chief Executive Officer |
EXHIBIT 31.4
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO RULE 13a-14(a) or 15d-14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002
I, Jeremy W. Smeltser, Chief Financial Officer, certify that:
1. |
I have reviewed this Amendment No. 1 to the annual report on Form 10-K of SB/RH Holdings, LLC for the fiscal year ended September 30, 2019; and |
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report. |
Date: January 28, 2020
/s/ Jeremy W. Smeltser | ||
Jeremy W. Smeltser | ||
Chief Financial Officer |