For the transition period from to

Indicate by check mark whether the registrants have submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company in Rule of the Exchange Act.:

Indicate by check mark whether the registrant is a shell company (as defined in of the Exchange Act).

The aggregate market value of the voting stock held by of Spectrum Brands Holdings, Inc. was approximately $1,502 million based upon the closing price on the last business day of the registrant’s most recently completed second fiscal quarter (March 29, 2020). For the sole purposes of making this calculation, term has been interpreted to exclude directors and executive officers and other affiliates of the registrant. Exclusion of shares held by any person should not be construed as a conclusion by the registrant or an admission by any such person or that such person is an “affiliate” of the Company, as defined by applicable securities law.

SB/RH Holdings, LLC meets the conditions set forth in General Instruction I(1)(a) and (b) of Form and has therefore omitted the information otherwise called for by Items 10 to 13 of Form as allowed under General Instruction I(2)(c).

 

 

2

EXPLANATORY NOTE					2
PART III					4
ITEM 10.		DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE			4
ITEM 11.		EXECUTIVE COMPENSATION			22
ITEM 12.		SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS			53
ITEM 13.		CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS			55
PART IV					59
ITEM 15.		EXHIBITS, FINANCIAL STATEMENTS AND SCHEDULES			59
EXHIBIT INDEX					59
SIGNATURES					62

 

3

ITEM 10.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Director Skills and Experience
✓ 100% : International Business Experience		✓ 100% : Business Operations
✓ 71% : Consumer Products		✓ 100% : Corporate Governance
✓ 100% : Corporate Strategy & Business Development		✓ 71% : Ethics/Corporate Social Responsibility
✓ 86% : Executive Leadership & Management		✓ 86% : Finance/Capital Management & Allocation
✓ 100% : Mergers & Acquisitions		✓ 86% : Public Company Executive Experience
✓ 71% : Marketing/Sales & Brand Management   ✓ 71% : Accounting/Auditing		✓ 86% : Human Resources & Compensation   ✓ 86% : Public Company Board Experience

Committee Membership***

Name

Class*

Age

Tenure**

A

C

NCG

Sherianne James Independent Director

I

52

2018

●

Norman S. Matthews Independent Director

I

88

2018

o

o

Hugh R. Rovit Independent Director

II

60

2018

o

Gautam Patel Independent Director

II

48

2020

o

David M. Maura Executive Chairman

III

48

2018

Terry L. Polistina Lead Independent Director

III

57

2018

●

●

Anne S. Ward Independent Director

III

48

2020

*	The term of our Class I directors expires at our 2022 annual stockholders meeting, our Class II directors expires at our 2023 annual stockholders meeting and our Class III directors expires at our 2021 annual stockholders meeting.

**	Tenure represents service on the Board of the Company following the Merger.

***	Committee membership: A = Audit Committee, C = Compensation Committee, NCG = NCG Committee; • indicates committee Chair, o indicates committee member.

Sherianne James   Independent Director since October 2018 Age: 52 Race/Ethnicity: African American Gender: Female
Independence & Committees:   ●   Independent Director   ●   Chair of our NCG Committee		Key Skills/Experience:   ●   Business Operations   ●   Consumer Products   ●   Corporate Governance   ●   Corporate Strategy & Business Development   ●   Executive Leadership & Management   ●   International Business Experience   ●   Marketing/Sales & Brand Management   ●   Mergers & Acquisitions
Sherianne James was appointed to our Board in October 2018. Ms. James has served as Chief Marketing Officer of Essilor of America since August 2017 and SVP of Customer Engagement since March 2020, and previously was Vice President, Consumer Marketing for the company since July 2016. From February 2011 to July 2016, she held positions of increasing responsibility in marketing and operations for Transitions Optical, a division of Essilor of America, culminating in her role as Vice President of Transitions Optical from April 2014 to July 2016. From July 2005 through December 2010, Ms. James was Senior Marketing Manager for Russell Hobbs/Applica. She previously held a number of key project manager, research manager and brand manager positions with Kraft Foods, Inc. and, later, Kraft/Nabisco Foods from June 1995 to June 2005. Ms. James earned a B.S. degree in chemical engineering from the University of Florida in 1994 and an MBA from Northwestern University’s Kellogg Graduate School of Management in 2002. Ms. James currently serves as chair of our NCG Committee.

Norman S. Matthews Independent Director since July 2018 Age: 88 Race/Ethnicity: Caucasian Gender: Male
Independence & Committees:   ●    Independent Director   ●    NCG Committee   ●    Compensation Committee		Key Skills/Experience:   ●    Business Operations   ●    Corporate Governance   ●    Corporate Strategy & Business Development   ●    Ethics/Corporate Social Responsibility   ●    Executive Leadership & Management   ●    Finance/Capital Management & Allocation   ●    Human Resources & Compensation   ●    International Business Experience   ●    Marketing/Sales & Brand Management   ●    Mergers & Acquisitions   ●    Public Company Board Experience   ●    Public Company Executive Experience
Norman S. Matthews was appointed to our Board in July 2018. From June 2010 to July 2018, Mr. Matthews served as one of the directors of SPB Legacy. Prior to that time, he had served as a director of Spectrum Brands, Inc., one of our subsidiaries (“SBI”), from August 2009 to June 2010. Mr. Matthews has over three decades of experience as a business leader in marketing and merchandising and is currently an independent business consultant. As former President of Federated Department Stores, he led the operations of one of the nation’s leading department store retailers with over 850 department stores, including those under the names of Bloomingdales, Burdines, Foley’s, Lazarus and Rich’s, as well as various specialty store chains, discount chains and Ralph’s Grocery. In addition to his senior management roles at Federated Department Stores, Mr. Matthews also served as Senior Vice President and General Merchandise Manager at E.J. Korvette and Senior Vice President of Marketing and Corporate Development at Broyhill Furniture Industries. Mr. Matthews is a Princeton University graduate and earned his MBA from Harvard Business School. He also currently serves on the Boards of Directors of Grocery Outlet Holding Corp., Party City Holdco, Inc. and The Children’s Place Retail Stores, Inc. and previously served as a director of Henry Schein, Inc., Sunoco, The Progressive Corporation, Toys “R” Us, Duff & Phelps Corporation and Federated Department Stores. He is a trustee emeritus at the American Museum of Natural History. Mr. Matthews is a member of our NCG Committee and our Compensation Committee.

Hugh R. Rovit Independent Director since July 2018 Age: 60 Race/Ethnicity: Caucasian Gender: Male
Independence & Committees:   ●    Independent Director   ●    Audit Committee		Key Skills/Experience:   ●    Accounting/Auditing   ●    Business Operations   ●    Consumer Products   ●    Corporate Governance   ●    Corporate Strategy & Business Development   ●    Ethics/Corporate Social Responsibility   ●    Executive Leadership & Management   ●    Finance/Capital Management & Allocation   ●    Human Resources & Compensation   ●    International Business Experience   ●    Marketing/Sales & Brand Management   ●    Mergers & Acquisitions   ●    Public Company Board Experience   ●    Public Company Executive Experience   ●    Supply Chain/Logistics
Hugh R. Rovit was appointed to our Board in July 2018. From June 2010 until July 2018, Mr. Rovit served as one of the directors of SPB Legacy. Prior to that time, he served as a director of SBI from August 2009 to June 2010. Mr. Rovit is currently Chief Executive Officer of S’well, Inc., a global manufacturer and marketer of reusable stainless-steel bottles and accessories. He previously served as Chief Executive Officer of Ellery Homestyles, a leading supplier of branded and private label home fashion products to major retailers, offering curtains, bedding, throws and specialty products, from May 2013 until its sale in September 2018 to a strategic competitor. Previously, Mr. Rovit served as Chief Executive Officer of Sure Fit Inc., a marketer and distributor of home furnishing products from 2006 through 2012 and was a Principal at turnaround management firm Masson & Company from 2001 through 2005. Previously, Mr. Rovit held the positions of Chief Financial Officer of Best Manufacturing, Inc., a manufacturer and distributor of institutional service apparel and textiles, from 1998 through 2001 and Chief Financial Officer of Royce Hosiery Mills, Inc., a manufacturer and distributor of men’s and women’s hosiery, from 1991 through 1998. Mr. Rovit is also a director of PlayPower, Inc., GSC Technologies, Inc. and previously served as a director of Nellson Nutraceuticals, Inc., Kid Brands Inc., Atkins Nutritional, Inc., Oneida, Ltd., Cosmetic Essence, Inc., Xpress Retail and Twin Star International. Mr. Rovit received his B.A. degree from Dartmouth College and has an MBA from Harvard Business School. Mr. Rovit is a member of our Audit Committee.

Gautam Patel   Independent Director since October 2020 Age: 48 Race/Ethnicity: Asian Gender: Male
Independence & Committees:   ●    Independent Director   ●    Audit Committee		Key Skills/Experience:   ●    Accounting/Auditing   ●    Business Operations   ●    Corporate Governance   ●    Corporate Strategy & Business Development   ●    Finance/Capital Management & Allocation   ●    Human Resources & Compensation   ●    International Business Experience   ●    Mergers & Acquisitions   ●    Public Company Board Experience
Gautam Patel was appointed to our Board in October 2020. Mr. Patel has served as Managing Director of Tarsadia Investments, a private investment firm based in Newport Beach, California, since 2012. In that role, Mr. Patel has led a team of investment professionals to identify, evaluate and execute principal control equity investments across sectors including life sciences, financial services and technology. Prior to joining Tarsadia, Mr. Patel served as Managing Director at Lazard from 2008 to 2012, where he led financial and strategic advisory efforts in sectors including transportation and logistics, private equity and healthcare. Prior to that, Mr. Patel served in a variety of advisory roles at Lazard from 1999 to 2008, including restructuring, bankruptcy and corporate reorganization assignments in 2001 and 2008. From 1994 to 1997, Mr. Patel was an Analyst at Donaldson, Lufkin & Jenrette, where he worked on mergers and acquisitions as well as high-yield and equity financings. Mr. Patel is currently a Board Member of Amneal Pharmaceuticals (NYSE: AMRX). Mr. Patel also serves on the board of Casita Maria Center for Arts and Education, a New York-based nonprofit organization which aims to empower children through arts-based education. Mr. Patel received a B.A. from Claremont McKenna College, a B.S. from Harvey Mudd College, an MSc from the London School of Economics and an MBA from the University of Chicago. Mr. Patel is a member of our Audit Committee.

Our Executive Officers

Our Board of Directors

Corporate Governance

Lead Independent Director

 

 

 

 

 

Mr. Maura serves as our Executive Chairman and our CEO. Given Mr. Maura’s broad experience in mergers and acquisitions, the consumer products and retail sectors and finance and investments, as well as his role in SPB Legacy’s strategy and growth since 2010, our Board believes that it is in the best interest of the Company for Mr. Maura to concurrently serve as our Executive Chairman and CEO.

In accordance with the New York Stock Exchange Listed Company Manual (the “NYSE Rules”) and our Corporate Governance Guidelines, a majority of our Board is required to be composed of independent directors. All of our directors, except for David Maura (our Chairman and CEO), qualify as independent directors. More specifically, our Board has affirmatively determined that none of the following directors has a material relationship with the Company (either directly or as a partner, stockholder or officer of an organization that has a relationship with the Company): Sherianne James, Norman S. Matthews, Terry L. Polistina, Hugh R. Rovit, Gautam Patel and Anne S. Ward. Our Board has adopted the definition of “independent director” set forth under Section 303A.02 of the NYSE Rules to assist it in making determinations of independence. Our Board has determined that the directors referred to above currently meet these standards and qualify as independent.

The Company generally holds executive sessions at each Board and committee meeting. In his capacity as our Lead Independent Director, Mr. Polistina presides over executive sessions of the entire Board and the Chair of each committee presides over the executive sessions of that committee.

Our Board has designated three principal standing committees: our Audit Committee, our Compensation Committee and our NCG Committee, each of which has a written charter addressing each such committee’s purpose and responsibilities. Each such committee is composed entirely of independent directors.

10A-3

10A-3(b).

 

14

The current members of our Compensation Committee are Terry L. Polistina (Chair) and Norman S. Matthews . Our Board has determined that all of the members of our Compensation Committee qualify as independent, as such term is defined in Section 303A.02 of the NYSE Rules.

The current members of our NCG Committee are Sherianne James (Chair) and Norman S. Matthews. Ms. James was appointed as a member of the NCG Committee on January 28, 2020 and was appointed Chair of the NCG Committee on June 18, 2020. Our Board has determined that all of the members of our NCG Committee qualify as independent, as such term is defined in Section 303A.02 of the NYSE Rules.

During Fiscal 2020, our Board held a total of nine meetings and acted by unanimous written consent on a total of three occasions. Our Audit Committee held a total of four meetings during Fiscal 2020. Our Compensation Committee held six meetings and acted by unanimous written consent on two occasions during Fiscal 2020. Our NCG Committee held six meetings and acted by unanimous written consent on one occasion during Fiscal 2020.

During Fiscal 2020, all of our directors attended at least 75% of the meetings of the Board and committees on which they served.

Our Board has adopted our Corporate Governance Guidelines to assist it in the exercise of its responsibilities. These guidelines reflect our Board’s commitment to monitor the effectiveness of policy and decision-making both at our Board and management level, with a view to enhancing stockholder value over the long term. Our Corporate Governance Guidelines address, among other things, our Board and Board committee composition and responsibilities, director qualifications standards and selection and evaluation of our CEO. In addition, pursuant to these guidelines, our Board has formalized a process by which our directors are assessed annually by our NCG Committee. The assessment includes a peer review process and evaluates the Board as a whole, the committees of the Board and the individual directors. In carrying out this assessment, we may retain an external evaluator to assist our Board and NCG Committee at least every three years. Our Board has adopted a Code of Business Conduct and Ethics Policy for directors, officers and employees and a Code of Ethics for the Principal Executive and Senior Financial Officers to provide guidance to our CEO, chief financial officer (“CFO”), principal accounting officer or controller and our business segment chief financial officers or persons performing similar functions.

 

15

non-votes

The policy also 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 NCG Committee. The NCG Committee will review such offer of resignation and will consider such factors and circumstances as it may deem relevant, and, within 90 days following the final certification of the election results, will make a recommendation to the Board concerning the acceptance or rejection of such tendered offer of resignation. The policy requires the decision of the Board to be promptly publicly disclosed.

In October 2020, our Board adopted a Board Diversity Policy. The purpose of this policy is to set out the basic principles to be followed to ensure that the Board has the appropriate balance of skills, experience and diversity of perspectives necessary to enhance the effectiveness of the Board and to maintain the highest standards of corporate governance. Pursuant to this policy, selection of Board candidates shall be based on a range of perspectives with reference to the Company’s business model and specific needs, including, but not limited to, talents, skills and expertise, industry experience, professional experience, gender, age, race, language, cultural background, educational background and other similar characteristics.

The Company believes it is improper and inappropriate for our directors, officers and employees and certain of their family members (each, a “Subject Person”) to engage in hedging, short-term or speculative transactions involving the Company’s securities. Our anti-hedging policy, which we further strengthened during Fiscal 2019, applies to all Subject Persons. The Company prohibits Subject Persons from engaging in (i) derivative, speculative, hedging or monetization transactions in Company securities (including, but not limited to, any trading on derivatives (such as swaps, forwards, and/or futures) of Company securities that allow a stockholder to lock in the value of Company securities in exchange for all or part of the potential upside appreciation in the value of such stock), (ii) short sales (i.e., selling stock the Subject Person does not own and borrowing shares to make delivery) and (iii) buying or selling puts, calls, options or other derivatives in respect of Company securities.

pre-existing

Our Company believes that it is appropriate to monitor and prohibit certain trading in the securities of our Company. Accordingly, trading of the Company’s securities by directors, executive officers and certain other employees who are so designated by the office of the Company’s General Counsel is subject to trading period limitations or must be conducted in accordance with a previously established trading plan that meets SEC requirements. At all times, including during approved trading periods, directors, executive officers and certain other employees notified by the office of the Company’s General Counsel are required to obtain preclearance from the Company’s General Counsel or his designee prior to entering into any transactions in Company securities, unless those transactions occur in accordance with a previously established trading plan that meets SEC requirements.

 

16

Transactions subject to our securities trading policy include, among others, purchases and sales of Company stock, bonds, options, puts and calls, derivative securities based on securities of the Company, gifts of Company securities, contributions of Company securities to a trust, sales of Company stock acquired upon the exercise of stock options, broker-assisted cashless exercises of stock options, market sales to raise cash to fund the exercise of stock options and trades in Company’s stock made under an employee benefit plan.

Our Board believes that our directors, named executive officers (“NEOs”) and certain of the Company’s other officers and employees should own and hold Company common stock to further align their interests with the interests of stockholders and to further promote the Company’s commitment to sound corporate governance.

after-tax

after-tax

Under the updated SOG, our directors are expected to achieve stock ownership with a value of at least five times their annual cash retainer. In addition, our Covered Officers are expected to achieve the levels of stock ownership indicated below (which equal a dollar value of stock based on a multiple of the Covered Officer’s base salary).

 

The stock ownership levels attained by a director or a Covered Officer are based on shares directly owned by the director or Covered Officer, whether through earned and vested restricted stock units (“RSU”) or performance stock units (“PSU”) or restricted stock grants or open market purchases. Unvested restricted shares, unvested RSUs and PSUs and stock options do not count toward the ownership goals; provided, that, effective January 1, 2020, unvested time-based restricted stock and unvested time-based RSUs count toward the ownership goals. On an annual basis, our Compensation Committee reviews the progress of our directors and Covered Officers in meeting these guidelines. In some circumstances, failure to meet the guidelines by a director or a Covered Officer could result in additional retention requirements or other actions by our Compensation Committee.

We have adopted a Compensation Clawback Policy setting forth the conditions under which applicable incentive compensation provided to our executive officers may be subject to forfeiture, disgorgement, recoupment or diminution (“clawback”). This policy provides that our Board or our Compensation Committee shall require the clawback or adjustment of incentive-based compensation to the Company in the following circumstances:

 

 

17

 

Additionally, our Board or Compensation Committee in their discretion may require that any executive officer who has been awarded incentive-based compensation shall forfeit, disgorge, return or adjust such compensation in the following circumstances:

 

 

paid-out

non-competition,

non-solicitation

non-disclosure

The Company has implemented an annual formalized risk assessment process. In accordance with this process, a governance risk and compliance committee of certain members of senior management has the responsibility to identify, assess and oversee the management of risk for the Company. This committee obtains input from other members of management and subject matter experts as needed. Management uses the collective input received to measure the potential likelihood and impact of key risks and to determine the adequacy of the Company’s risk management strategy. Periodically, representatives of this committee report to our Audit Committee on its activities and the Company’s risk exposure.

 

18

10-K.

10-K

We are committed to sustainability and recognize the impact our business has on the world. We believe in making a positive difference in the communities in which we live and work and strive to discharge our corporate social responsibilities from a global perspective and throughout every aspect of our operations. Our Board recognizes the negative effect poor environmental practices and human capital management may have on us and our returns. Our Board carefully considers and balances the impact on the environment, people and the communities of which we are a part in deciding how to operate our business. Our Board receives periodic reports regarding our risk exposure and risk mitigation efforts in these areas.

While our corporate social responsibility commitments address many areas, we focus on four key priorities: product and content safety, environmental sustainability, human rights and ethical sourcing and diversity and inclusion.

 

 

 

 

Our Company has substantial deferred tax assets related to net operating losses and tax credits (together, “Tax Attributes”) for U.S. federal and state income tax purposes. These Tax Attributes are an important asset of the Company because we expect to use these Tax Attributes to offset future taxable income. The Company’s ability to utilize or realize the carrying value of such Tax Attributes may be impacted if the Company experiences an “ownership change” or certain other events under applicable tax rules. If an “ownership change” were to occur, we could lose the ability to use a significant portion of our Tax Attributes, which could have a material adverse effect on the Company’s results of operations and financial condition.

 

19

pre-approvals

By-laws,

non-employee

non-employee

For Fiscal 2020, compensation for service on the standing committees of our Board, was paid in an annual amount as follows below.

 

non-employee

The table set forth below, together with its footnotes, provides information regarding compensation paid to our directors in Fiscal 2020.

 

 

20

 

The current members of our Compensation Committee are Norman S. Matthews and Terry L. Polistina. During Fiscal 2020, none of the members of our Compensation Committee were an officer or employee of the Company. In addition, during Fiscal 2020, none of our executive officers served as a member of the compensation committee of any other entity that has one or more executive officers serving on our Board or our Compensation Committee.

 

21

This Compensation Discussion and Analysis (the “CD&A”) section summarizes our general philosophy with respect to the compensation of our CEO, CFO and our three most highly paid executive officers in Fiscal 2020 (collectively, our “named executive officers” or “NEOs”). This CD&A provides an overview and analysis of the compensation programs and policies for our NEOs, the material compensation decisions made by our Compensation Committee under such programs and policies and the material factors considered by the Compensation Committee in making those decisions. The discussion below is intended to help you understand the detailed information provided in our executive compensation tables and put that information into context within our overall compensation philosophy.

David M. Maura		Chief Executive Officer and Executive Chairman
Jeremy W. Smeltser		Executive Vice President and Chief Financial Officer
Randal D. Lewis		Executive Vice President and Chief Operating Officer
Ehsan Zargar		Executive Vice President, General Counsel and Corporate Secretary
Rebeckah Long		Senior Vice President, Global Human Resources Leader

Our executive compensation program is designed to link pay for performance, encourage prudent decision-making and create a balanced focus on short-term and long-term performance and value creation. Our executive compensation is heavily weighted toward variable compensation, as described in more detail below, which is central to our philosophy that a significant portion of compensation align with the achievement of performance goals. The three primary components of our executive compensation are base salary, our Management Incentive Program (“MIP”) and our equity based, long-term incentive program (“LTIP”). Our MIP and LTIP include goals tied directly to the performance of the Company.

COVID-19

We are proud of the success we had in Fiscal 2020 and its aftermath and the returns to our investors during this period. From the last day of Fiscal 2019 on September 30, 2019 to the end of Fiscal 2020 on September 30, 2020, our stock price rose 8.4% from $52.72 to $57.16 and our stock price has continued to rise to close at $78.98 as of December 31, 2020 for a 22.8% stock price increase since the beginning of the calendar year.

In addition, in Fiscal 2020, we returned $440 million to shareholders by repurchasing $365 million of shares and paying over $75 million in cash dividends. We believe our stock price performance and returns to shareholders were achieved due to our ability to manage our operational performance successfully and achieve sales growth despite supply chain interruptions, the impact of tariffs and the global economic contraction. All of this is described further below.

COVID-19

 

22

COVID-19

10-K/A.

We believe the changes we have made over the past several years resulted in a senior management team and Board with a skillset that aligns with our current going forward operating model and business strategy and has contributed to the success we had in Fiscal 2020 and that we envision in upcoming years. We are proud that our Board includes three executives with diverse backgrounds and two female members and our five NEOs include a woman and an executive with a diverse background. We have advanced our aim of promoting diversity.

after-tax

two-year

This transition to a three-year cliff vesting performance and service period under the new LTIP created a “gap” in our employees’ compensation opportunity, in that, under this new plan, there would be no long-term incentive vesting opportunity from the beginning of Fiscal 2019 until September 30, 2021. The lack of any potential vesting or payout of long-term compensation opportunities during Fiscal 2019 and 2020 raised retention concerns. To address this gap, our Compensation Committee granted our NEOs and other selected employees special “Bridge Grants.” The Bridge Grants contributed significantly to the reported compensation in the Summary Compensation Table for Fiscal 2019 in last year’s CD&A and are also reported in the Fiscal 2020 Summary Compensation Table numbers below.

These Bridge Grants were granted at the beginning of Fiscal 2019 and were designed as two grants to cover two performance cycles—the Fiscal 2019 compensation cycle and the Fiscal 2020 compensation cycle. For the Fiscal 2020 Bridge Grants, which are represented below as Fiscal 2020 compensation, 60% was eligible to vest based on established performance metrics and targets for Fiscal 2020, and 40% vested based on continued service through November 21, 2020. We achieved the performance metrics for both Fiscal 2019 and Fiscal 2020.

 

23

●

For our equity based LTIP program, we introduced a third performance metric (Adjusted Return on Equity), which is weighted equally with Adjusted EBITDA and Adjusted Free Cash Flow.

●

We eliminated tax equalization on our financial and tax planning benefit, automobile allowance and life insurance for all executives.

●

Our CEO voluntarily agreed to eliminate his tax planning, financial assistance benefit (including tax equalization) and his executive automobile allowance.

●

Adopted a new equity plan, the Spectrum Brands Holdings, Inc. 2020 Omnibus Equity Plan (the “2020 Equity Plan”) that includes best governance enhancements, including double-trigger rather than single-trigger vesting on a change in control, a one-year minimum vesting requirement and an explicit prohibition on dividend payments on unvested awards.

●

Changed our MIP to be paid entirely in cash instead of a mix of cash and equity as we had done in prior years.

●

Added Net Sales as an additional metric to our annual MIP program. The addition of this metric provides further differentiation between our annual and long-term incentives plans, as previously suggested by our shareholders. We believe the addition of Net Sales will contribute toward a focus on organic growth of the Company and a corresponding increase in market share.

●

Our teams faced and overcame the following challenges during Fiscal 2020.

o

Overcoming demand and supply interruptions from the COVID-19 pandemic, due in part to government shutdowns, and reduced capacity mandates for two of our plants in Mexico and one in the Philippines for HHI.

o

Prioritizing the safety of our employees in light of the pandemic while abiding by all government mandates.

o

Overcoming gross tariff headwinds of over $120 million, which were about $70 million higher than the prior year.

o

We achieved and exceeded our Fiscal 2020 operating plan.

●

We delivered on our ongoing Global Productivity Improvement Program to create a better, faster and stronger company. We anticipate the program will reduce our overall annualized operating costs by at least a total of $150 million.

●

Our strategic initiatives and operational performance were recognized by the market, as our total shareholder returns increased 13% in Fiscal 2020 and 27% in calendar 2020, including through the return of capital through dividends.

●

We returned $440 million to shareholders by repurchasing $365 million of shares and paying over $75 million in dividends.

●

Our net sales increased 4.3% and our organic net sales increased 4.6%.

●

Our full-year operating income increased by 237% over Fiscal 2019.

●

We achieved Adjusted EBITDA of $580.2 million, representing an increase of 2.3% from Fiscal 2019, and Adjusted EBITDA improved across all business units.

●

We meaningfully increased advertisement and promotion spending by 46% to $49.8 million to reinvest in our brands, raise awareness and drive future organic growth.

●

We had full year cash flow from operations of $290 million.

●

We have a strong balance sheet with over $1.1 billion of total liquidity at year end. This includes a cash balance of $531.6 million.

●   Our stock price rose 8.4% in Fiscal 2020 and has risen 22.8% for calendar year 2020   ●   We returned $440 million to shareholders through share repurchases and dividends   ●   We continued to deliver savings of over $90 million against the Fiscal 2018 baseline on our Global Productivity Improvement Program creating a better, faster and stronger company   ●   We overcame demand and supply interruptions from the COVID-19 pandemic and $120 million in gross tariff headwinds   ●   Our full-year net sales increased 4.3% and our organic net sales increased 4.6%   ●   We achieved and exceeded our Fiscal 2020 annual operating plan   ●   We continued to execute significant changes to our Company’s operations and business strategy				●   We meaningfully increased spending on advertising and promotion by 46% to $49.8 million to support our organic growth strategy   ●   We ended Fiscal 2020 with a strong balance sheet comprised of $1.1 billion in total liquidity and a net debt to Adjusted EBITDA leverage ratio of 3.4 times   ●   We adopted our 2020 Equity Plan which includes certain best practice enhancements, including double-trigger vesting on a change in control, a one-year minimum vesting requirement and an explicit prohibition on dividend payments on unvested awards   ●   We hired Willis Towers Watson (“WTW”), a leading compensation consulting firm, to review Company practices   ●   We added two highly qualified and diverse members to our Board   ●   We successfully integrated a new senior operating team in our business to align with our new business strategy

✓  Our NEOs’ base salaries and annual bonus targets remained the same as in Fiscal 2019, other than for Mr. Lewis and Ms. Long whose annual bonus targets were increased for Fiscal 2020 and whose base salaries were increased on September 9, 2019 and October 1, 2019, respectively, in each case, in connection with merit-based promotions and increased responsibilities.   ✓  Our NEOs’ compensation is in line with market.   ✓  Annual bonuses were paid in cash, in response to shareholder feedback.   ✓  Our 2020 LTIP equity grants were modified to introduce a third performance metric (Adjusted Return on Equity), which will be weighted equally with Adjusted EBITDA and Adjusted Free Cash Flow.   ✓  We adopted a new equity plan, which includes the following best practices:   ●   Double-trigger vesting on a change in control.   ●   A minimum vesting requirement.   ●   No dividend payments on unvested awards.   ✓  We further enhanced our compensation program:   ●   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.   ●   We maintained our robust anti-pledging policy.   ●   We strengthened our existing anti-hedging policy.   ✓  We eliminated certain executive perquisites:   ●   Our CEO voluntarily eliminated his tax planning, 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.

		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 75.7% (on average) of our other current NEOs’ ongoing compensation opportunities at risk and earned on the basis of Company performance.
✓		We retained a new independent compensation consulting firm, reporting to the Compensation Committee.		✓		We have a robust clawback policy, described in greater detail under the section titled “ Compensation Clawback Policy .”
✓		We continue to engage in rigorous shareholder outreach to understand shareholder feedback and input on a variety of matters, including business strategy, compensation programs and corporate governance.		✓		For new employment agreements entered into during Fiscal 2019 and thereafter, 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 equity based awards are based on achievement of performance. The remainder are time-based equity that are 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 strengthened our anti-hedging policy and adopted a robust anti-pledging policy.
✓		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. Our 2020 Equity Plan further enhances this practice by providing for double-trigger vesting on a change in control.
		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 provide immediate vesting on equity based awards. Our 2020 Equity Plan further enhances this practice by providing for a one-year minimum vesting requirement for all awards granted under the 2020 Equity Plan, subject to limited exceptions.				We do not guarantee minimum bonuses to our NEOs.
		We do not grant discounted options and we do not reprice stock options without shareholder approval.				We do not pay any dividends on unearned and unvested equity awards, unless and until earned and vested. Our 2020 Equity Plan further enhances this practice by explicitly prohibiting the payment of dividends on unvested equity awards.

●

We engaged the proxy solicitation firm, Okapi Partners to (i) assist in a robust shareholder outreach process to further align our going-forward compensation programs with shareholder needs and (ii) facilitate the opportunity for shareholders to individually and directly engage with certain members of management.

●

We engaged in discussions with a major proxy advisory firm to understand its perspective on our compensation programs and best practices generally in executive compensation programs.

●

We reached out to shareholders representing 77.69% of the votes to discuss and engage in dialogue with our shareholders with respect to our Company, including our corporate governance and compensation practices.

●

In advance of our Fiscal 2020 annual meeting, our General Counsel, CFO and other Company representatives engaged with nine of our largest shareholders representing 40% of our shares outstanding, including our top three institutional investors.

In light of our values and to reinforce shareholder confidence in our executive compensation programs, we took the following additional actions.

In Fiscal 2020, we further enhanced our shareholder outreach efforts, as follows:

 

During our dialogue with shareholders in Fiscal 2020, we received the following feedback:

 

 

 

 

 

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We continue to engage in rigorous shareholder outreach and are doing so in Fiscal 2021 to understand potential shareholder concerns and input on a variety of matters.

COVID-19

In establishing our compensation programs for Fiscal 2020, our Compensation Committee obtained the advice of Lyons, Benenson & Company Inc. (“LB&Co.”) and Pearl Meyer & Partners (“Pearl Meyer”), as independent compensation consultants and evaluated the compensation programs with reference to a peer group of 14 companies, as outlined in the section below, “Role of Committee-Retained Consultants.” During the middle of Fiscal 2020, our Committee retained a new independent consultant, WTW, who replaced LB&Co. and Pearl Meyer for going forward compensation decisions.

 

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Our Compensation Committee pursued several objectives in determining our executive compensation programs for Fiscal 2020:

 

 

 

In order to pursue these objectives, our Compensation Committee:

 

 

 

 

 

Our Fiscal 2020 executive compensation programs were designed so that, at target levels of performance, a significant portion of the value of each NEO’s annual compensation (which varies by individual) would be based on the achievement of Company-wide Fiscal 2020 performance objectives. In approving these programs, our Compensation Committee concluded that a combination of annual fixed base pay and incentive-based pay provided our NEOs with an appropriate mix of cash compensation and equity-based compensation.

For Fiscal 2020, the percentage of ongoing target annual compensation that was fixed (base salary) for our CEO was 12.1% and for the other current NEOs was 21.3% as a group. The chart below sets forth the percentage of compensation that was fixed compared to at risk at target for the CEO and the other current NEOs as a group. The chart below excludes the Fiscal 2020 Bridge Grants which are not a regular part of our ongoing compensation programs.

 

In addition, to highlight the alignment of the incentive plans with shareholder interests, our ongoing annual and long-term incentive programs (whether equity or cash-based) in Fiscal 2020 were predominantly performance-based with (i) our MIP being 100% performance-based and (ii) the three-year LTIP being 70% performance-based.

non-performance-based

 

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Our Compensation Committee engages in a robust process in making compensation decisions. In Fiscal 2020, our Compensation Committee retained LB&Co. and Pear Meyer, and then WTW as its independent consultants to assist in formulating and evaluating executive and director compensation programs. Prior to the retention of WTW to replace its prior consultants, the Committee retained the services of the consultants, LB&Co. and Pearl Meyer, who assisted them in approving the targets for the 2020 MIP and the 2020 LTIP grants, each of which are reported in the Summary Compensation Table below.

In addition, our Compensation Committee consulted with our CEO regarding the Company’s compensation plans and performance targets, however, our CEO did not participate in any discussions with respect to his own compensation. From time to time, our Compensation Committee also consulted with other senior executives of our Company and outside counsel.

COVID-19

 

 

 

 

 

 

non-management

LB&Co., with input from management and our Compensation Committee, developed a peer group of companies based on a variety of criteria, including type of business, revenue, assets and market capitalization. The composition of this peer group is reviewed annually and, if appropriate, revised, based on changes in business orientation of peer group companies, changes in financial size or performance of the Company and the peer group companies and any mergers, acquisitions, spin-offs or bankruptcies of the companies in the peer group or changes at our Company. WTW reviewed this peer group, and confirmed that there were no changes for Fiscal 2020. At the end of Fiscal 2020, the peer group utilized consisted of the following 14 companies:

 

Our Compensation Committee reviews market data as part of assessing the appropriateness and reasonableness of our compensation levels and mix of pay. Although our Compensation Committee does not target a particular range for total compensation as compared to our peer group, it does take this information into account when establishing our compensation programs.

No fees were paid to LB&Co, Pearl Meyer or WTW for services other than executive and director compensation consulting during Fiscal 2020. In accordance with SEC rules, our Compensation Committee considered the independence of LB&Co, Pearl Meyer and WTW including an assessment of the following factors: (i) other services provided to the Company by each consultant, (ii) fees paid by the Company as a percentage of the consulting firm’s total revenue, (iii) policies or procedures

 

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maintained by LB&Co, Pearl Meyer and WTW that are designed to prevent conflicts of interest, (iv) any business or personal relationships between the individual consultants involved in the engagement and any member of our Compensation Committee, (v) any Company stock owned by individual consultants involved in the engagement and (vi) any business or personal relationships between our executive officers and the consultants or the individual consultants involved in the engagement. Our Compensation Committee has concluded that no conflicts of interest prevented LB&Co, Pearl Meyer or WTW from independently advising our Compensation Committee during Fiscal 2020.

In Fiscal 2020, our ongoing annual compensation for our NEOs included the following elements:

 

 

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Pay-Outs”

The annual base salaries for our NEOs were initially set forth in each executive’s employment agreement or separate letter agreement and such salaries may be increased from time to time by our Compensation Committee.

In determining the initial annual base salary for each NEO or in making any subsequent increases, our Compensation Committee considered the market conditions at the time such compensation levels were determined, the Company’s financial condition at the time such compensation levels were determined, compensation levels for similarly situated executives at other companies, experience level and the duties and responsibilities of such executive’s position.

Base salary levels are subject to evaluation from time to time by our Compensation Committee to determine whether increases are appropriate. Our NEOs’ base salaries remained the same in Fiscal 2020 as in Fiscal 2019.

Our management personnel, including our NEOs, participate in our annual MIP cash bonus program, which is designed to compensate executives and other managers based on achievement of annual corporate, business segment, and/or divisional financial goals. Under the MIP bonus plan, 100% of the annual bonus is performance-based and no bonus is paid if the relevant performance metrics are not achieved.

Under the MIP, each participant has the opportunity to earn a bonus amount that is 100% contingent upon achieving the annual performance goals set by our Compensation Committee and reviewed by our Board. Particular performance goals are established during the first quarter of the relevant fiscal year and reflect our Compensation Committee’s views of the critical indicators of corporate success in light of primary business priorities. The specific financial targets with respect to performance goals are then set by our Compensation Committee based on our annual operating plan, as approved by our Board, during the first quarter of the relevant fiscal year. The annual operating plan includes performance targets for the Company as a whole, as well as for each business segment.

The Fiscal 2020 MIP design included a minimum financial threshold level for each of Adjusted EBITDA and Adjusted Free Cash Flow, below which no payout would be earned with respect to that objective. The achievement of the goals of Adjusted EBITDA and Adjusted Free Cash Flow is determined and earned independently of one another. For Fiscal 2020, based on our Adjusted EBITDA and Adjusted Free Cash Flow performance, the MIP payout was achieved at 128.25% of target. As a result of shareholder feedback during Fiscal 2020, we changed our MIP to be paid entirely in cash instead of a mix of cash and equity, as we had done in prior years. This unplanned change resulted in a reduction of $17 million in Adjusted EBITDA for Fiscal 2020, which was added back in to determine the final achievement calculation for the payment of the MIP, since the original targets were set based on the assumption that the MIP would be settled in shares of our Common Stock. This is also the case for our LTIP awards.

 

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For the purposes of our MIP and LTIP, Adjusted EBITDA and Adjusted Free Cash Flow have the following meanings:

one-time

Since our LTIP measures performance over three years, we are able to effectively focus on the achievement of significant and sustained improvements in performance and strategic initiatives over the long term. For Fiscal 2020, we provided our LTIP grants in the form of time-based RSUs and performance-based PSUs that will be eligible to vest after the three-year period commencing October 1, 2019 and ending September 30, 2022. These awards have the features described below.

 

 

 

Mr. Maura’s total Fiscal 2020 compensation is reported in the Summary Compensation Table.

 

 

 

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one-time,

non-recurring

The annual base salaries at the end of Fiscal 2020 for our NEOs are set forth below:

 

For Fiscal 2020, our MIP award levels achievable at target for each participating NEO were as follows:

 

The Fiscal 2020 MIP program generally followed the plan design from prior years with the corporate goals of increasing Adjusted EBITDA and Adjusted Free Cash Flow. Our Compensation Committee established the following weightings:

 

 

The table below shows the two performance metrics for our NEOs and the applicable levels of performance required to achieve threshold, target and maximum payouts. The performance metrics for each of our NEOs were equal to those established for the Company as a whole. The maximum MIP bonus payable is 250% of target for Mr. Maura and 200% for our other NEOs. As described in the table below, we achieved payouts of 138.69% based on Adjusted EBITDA achievement and 117.8% based on Adjusted Free Cash Flow, not giving effect to the impact on EBITDA or the cash flow impact of switching the payment to cash from shares.

 

36

 

Our Fiscal 2020 LTIP grants cover service and cumulative performance over the three-year period commencing October 1, 2019 and ending September 30, 2022. Of the total grant, 70% is in the form of PSUs and will vest based on the achievement of cumulative Adjusted EBITDA, cumulative Adjusted Free Cash Flow and Adjusted Return on Equity over the three-year period. The remaining 30% is in the form of RSUs, which will vest based on continued service, with cliff vesting at the end of such three-year period. In addition, with respect to the PSU component of the LTIP, there is an opportunity to earn additional PSUs if superior performance is achieved (subject to a cap of 125% of the target PSUs).

The chart below sets forth the number of PSUs and RSUs each NEO was granted in Fiscal 2020 pursuant to the LTIP.

 

The table below shows the three performance metrics for our NEOs and the applicable levels of performance required to achieve threshold, target and maximum vesting of PSUs.

 

Under the LTIP, the three performance goals may be earned independently of one another. The achievement of the performance goals for each of our NEOs will be measured on a consolidated Company-wide basis. Acquisitions by the Company are included in the Adjusted EBITDA, Adjusted Free Cash Flow and Adjusted Return on Equity calculations, subject to the negative discretion of our Compensation Committee. Awards for performance between threshold and target levels and between target and maximum levels, will be determined based on linear interpolation. If neither threshold performance level is achieved, then no PSUs will be earned.

after-tax

 

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gross-up

gross-ups

The Company did not grant stock options to its employees during Fiscal 2020 and does not anticipate that it will use options as part of its compensation program going forward.

The Company does provide stock, restricted stock, RSUs and PSUs as part of the compensation program made available to directors, NEOs and other employees. With respect to annual or special grants of stock or restricted stock, these are generally made on the date or as soon as practicable following the date on which such grants are approved by our Compensation Committee or our Board, or, if the award dictated a subsequent date or the achievement of a particular event prior to grant, as soon as practicable after such subsequent date or achievement of such event. The granting of stock, to the extent granted by the Company, will generally be granted the day after the second business day following the public dissemination of the Company’s financial results or such other date as determined by the Company’s General Counsel, using that day’s NYSE adjusted market close price to convert to a round number of shares. For purposes of valuing awards made under our equity plans, the grant price is generally the closing sale price of the Company’s common stock on the exchange on which the Company’s shares are listed on the day of the grant date.

We consider accounting and tax implications when we design our equity-based and cash compensation programs and when we make awards or grants. Section 162(m) of the Internal Revenue Code, as amended by the Tax Cuts and Jobs Act of 2017, generally limits the deductibility of certain compensation in excess of $1 million paid in any one year to any “covered employee.” A “covered employee” under Section 162(m) is any employee who has served as our CEO, CFO or other most highly compensated executive officers for tax years after December 31, 2016. Prior to the amendment, qualified performance-based compensation was not subject to this deduction limit if certain requirements were met. Under the Tax Cuts and Jobs Act of 2017, the performance-based exception has been repealed, unless compensation paid to any “covered employee” qualifies for transition relief applicable to certain arrangements in place as of November 2, 2017. We do not expect the disallowance of a deduction for compensation paid to our NEOs in excess of $1 million, as a result of these changes to Section 162(m), to significantly alter our compensation programs. The overriding consideration when evaluating the pay level or design component of any portion of our executives’ compensation is the effectiveness of the pay component and the shareholder value that management and the Compensation Committee believe the pay component reinforces. In structuring the compensation for our NEOs, our Compensation Committee will review a variety of factors which may include the deductibility of such compensation under Section 162(m), to the extent applicable. However, this is not the driving or most influential factor and the Compensation Committee has approved in the past and specifically reserves the right to pay or approve nondeductible compensation currently and in the future.

 

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Name and Principal Position (1)		Year				Salary				Bonus				Stock Awards (2)				Non-Equity Incentive Plan Compensation (3)				All Other Compensation (4)				Total (*)
David M. Maura			2020			$	900,000				–			$	8,411,326			$	1,442,813			$	194,219			$	10,948,358
Executive Chairman and			2019			$	900,000				–			$	13,588,411			$	5,000,000			$	199,711			$	19,688,122
Chief Executive Officer			2018			$	769,744				–			$	3,336,463				–			$	417,421			$	4,523,628
Jeremy W. Smeltser			2020			$	500,000				–			$	1,000,030			$	513,000			$	136,699			$	2,149,729
Executive Vice President and
Chief Financial Officer											–
Randal D. Lewis			2020			$	550,000				–			$	3,161,022			$	634,838			$	173,121			$	4,518,981
Executive Vice President and			2019			$	447,788				–			$	4,075,662			$	500,000			$	145,954			$	5,169,404
Chief Operating Officer
Ehsan Zargar			2020			$	400,000				–			$	2,881,385			$	307,800			$	156,599			$	3,745,784
Executive Vice President and			2019			$	400,000				–			$	4,691,949			$	500,000			$	114,538			$	5,706,487
General Counsel			2018			$	315,384			$	5,000,000				–				–			$	165,582			$	5,480,966
Rebeckah Long			2020			$	300,000				–			$	382,050			$	230,850			$	21,325			$	934,225
Senior Vice President, Global			2019			$	231,607				–			$	626,206			$	53,750			$	18,602			$	930,165

(*)

As noted, the Summary Compensation Table includes the performance portion of the Bridge Grants attributed to Fiscal 2020. Because of the special circumstances surrounding our transition to a new long-term equity plan, we do not believe that the Bridge Grants are indicative of our regular, ongoing annual compensation. If these amounts were excluded, the totals for Fiscal 2020 would have been as follows: Mr. Maura ($7,937,019), Mr. Lewis ($3,557,938), Mr. Zargar ($2,464,371) and Ms. Long ($902,188). The Bridge Grants were one-time, non-recurring compensation made in Fiscal 2018, and will not impact the compensation reported in the Summary Compensation Table in future fiscal years. See “ Compensation Discussion and Analysis-Analysis of our CEO’s Fiscal 2020 Compensation ” and “ Compensation Discussion and Analysis-Compensation Elements-Special Awards ” for more information.

(1)	Mr. Smeltser became an Executive Vice President on October 1, 2019 and our CFO on November 17, 2019.

(2)

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 our Annual Report on Form 10-K for Fiscal 2020. For Fiscal 2020, this column reflects grants under the LTIP and the Bridge Grants. If the maximum performance was achieved then the value of the awards in Fiscal 2020 would have been as follows: Mr. Maura ($9,356,301); Mr. Smeltser ($1,175,037); Mr. Lewis ($3,546,037); Mr. Zargar ($3,161,396); and Ms. Long ($443,334) 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.

(3)

For Fiscal 2020, this column represents amounts earned under the Company’s 2020 MIP, as applicable. For additional detail on the 2020 MIP and the determination of the awards thereunder, please refer to the discussion under the heading “Compensation Discussion and Analysis-Fiscal 2020 Compensation Component Pay-Outs-Management Incentive Plan” and the table entitled “Grants of Plan-Based Awards Table for Fiscal 2020” and its accompanying footnotes. The cash incentive awards payable under the 2018 and 2019 MIP to our NEOs were settled in shares of common stock in lieu of cash on December 7, 2018 and December 6, 2019, respectively, as follows: Mr. Maura - 2,748 shares for the 2018 MIP and 20,538 for the 2019 MIP; Mr. Lewis - 6,572 shares for the 2019 MIP; Mr. Zargar - 4,382 shares for the 2019 MIP; Ms. Long - 1,594 shares for the 2019 MIP and, in each case, are reported under Stock Awards.

(4)	Please see the following table for the details of the amounts that comprise the All Other Compensation column.

Name		Financial Planning Services Provided to Executive  (2)				Life Insurance Premiums Paid on Executives Behalf (3)				Car Allowance/ Personal Use of Company Car (4)				Company Contributions to Executive’s Qualified Retirement Plan (5)				Company Contributions to Executive’s Supplemental Life Insurance Policy (6)				Dividends  (7)				Other  (8)				Total
David M. Maura (1)		$	–			$	7,602			$	–			$	9,750			$	75,606			$	101,261				–			$	194,219
Jeremy W. Smeltser		$	20,000			$	580			$	20,384			$	7,404			$	75,000			$				$	13,331			$	136,699
Randal D. Lewis		$	20,000			$	8,123			$	18,218			$	11,962			$	82,500			$	32,318				–			$	173,121
Ehsan Zargar		$	20,000			$	2,382			$	18,000			$	13,126			$	60,000			$	43,091				–			$	156,599
Rebeckah Long		$	–			$	2,011			$	11,958			$	6,279			$	–			$	1,077				–			$	21,325

(1)	Mr. Maura voluntarily eliminated his financial planning, car allowance and any tax equalization payments in Fiscal 2020.

(2)

The Company provides reimbursements for expenses related to financial planning and tax preparation services, up to $20,000 annually, to Messrs. Smeltser, Lewis and Zargar. For Fiscal 2020, these reimbursements have yet to be paid out, other than for $800 to Mr. Smeltser, but this benefit is being included her to reflect the totality of benefits in respect of Fiscal 2020 for Messrs. Smeltser, Lewis and Zargar.

(3)	The amount represents the life insurance premium paid for Fiscal 2020. The Company provides life insurance coverage equal to three times (two times, for Ms. Long) base salary for each executive officer.

(4)

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.

(5)	Represents amounts contributed under the Company-sponsored 401(k) retirement plan.

(6)	This amount reflects the premium paid by the Company equal to 15% of base salary toward individual supplemental life insurance policies.

(7)	This amount reflects dividend equivalent paid in respect of RSUs held by NEOs which were not factored into the grant date fair value of the RSUs.

(8)	This amount for Mr. Smeltser represents relocation expenses in connection with his hiring as CFO.

				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 Stock or Units #				Grant Date Fair Value of Stock Awards $ (4)
Name		Grant Date		Threshold $				Target $				Maximum $				Threshold #				Target #				Maximum #
David M. Maura		10/01/2019 (1)		$	0			$	1,125,000			$	2,812,500
		11/21/2019 (2)			–				–				–								48,220												3,011,339
		12/16/2019 (3)															0				60,693				75,866				26,012				5,399,987
Jeremy W. Smeltser		10/01/2019 (1)		$	0			$	400,000			$	800,000
		12/16/2019 (3)			–				–				–				0				11,240				14,050				4,817				1,000,030
Randal D. Lewis		10/01/2019 (1)		$	0			$	495,000			$	990,000
		11/21/2019 (2)			–				–				–								15,389												961,043
		12/16/2019 (3)															0				24,727				30,909				10,597				2,199,979
Ehsan Zargar		10/01/2019 (1)		$	0			$	240,000			$	480,000
		11/21/2019 (2)			–				–				–								20,519												1,281,412
		12/16/2019 (3)															0				17,983				22,479				7,707				1,599,973
Rebeckah Long		10/01/2019 (1)		$	0			$	180,000			$	360,000
		11/21/2019 (2)			–				–				–								513												32,037
		12/16/2019 (3)															0				3,934				4,918				1,686				350,014

(1)

Represents the threshold, target and maximum payouts under the Fiscal 2020 MIP. The actual amounts earned under the plan for Fiscal 2020 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 2020 Compensation Component Pay-Outs-Management Incentive Plan ” for a discussion of the terms of the Fiscal 2020 MIP.

(2)	Represents the number of PSUs awarded under the 2020 Bridge Grants. See “Compensation Discussion and Analysis-Fiscal 2020 Compensation Components Pay-Outs-LTIP” for a discussion of the terms of these awards.

(3)

Represents the number of RSUs and PSUs awarded under the Fiscal 2020 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 2020 Compensation Components Pay-Outs-LTIP ” for a discussion of the terms of these awards.

(4)

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.

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			65,294			$	52.83				11/29/2022				–				–				–				–
			64,142			$	72.92				11/29/2023				–				–				–				–
			26,743			$	82.85				11/25/2024				–				–				–				–
			1,164			$	86.38				11/24/2025				–				–				–				–
			51,309			$	95.43				11/28/2026				–				–				–				–
			–				–				–				32,146	(4)		$	1,837,465				48,220	(5)		$	2,756,255
			–				–				–				35,817	(6)		$	2,047,300				83,573	(7)		$	4,777,033
			–				–				–				26,012	(8)		$	1,486,846				60,693	(9)		$	3,469,212
Jeremy W. Smeltser			–				–				–				4,817	(8)		$	275,340				11.240	(5)		$	642,478
Randal D. Lewis			–				–				–				10,260	(4)		$	586,462				15,389	(5)		$	879,635
			–				–				–				9,949	(6)			568,685				23,215	(7)		$	1,326,969
			–				–				–				10,597	(8)		$	605,725				24,727	(9)		$	1,413,395
Ehsan Zargar			3,958			$	72.92				11/29/2023				–				–				–				–
			5,009			$	82.86				11/25/2024				–				–				–				–
			–				–				–				13,679	(4)		$	781,892				20,519	(5)		$	1,172,866
			–				–				–				10,613	(6)		$	606,639				24,762	(7)		$	1,415,396
			–				–				–				7,707	(8)		$	440,532				17,983	(9)		$	1,027,809
Rebeckah Long			–				–				–				342	(4)		$	19,549				513	(5)		$	29,323
			–				–				–				1,658	(6)		$	94,771				3,869	(7)		$	221,152
			–				–				–				1,686	(8)		$	96,372				3,934	(9)		$	224,867

(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, 2020 ($57.16).

(3)

This column shows the number of Bridge Grant RSUs and Fiscal 2019 and 2020 LTIP RSUs subject to performance-based vesting. In the case of the Fiscal 2019 and 2020 LTIP grants, 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 0%).

(4)	These include the Fiscal 2020 Bridge Grant RSUs, which vested on November 21, 2020.

(5)	These include the Fiscal 2020 Bridge Grant PSUs, which vested on November 21, 2020.

(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.

(8)	These Fiscal 2020 LTIP RSUs cliff vest on December 2, 2022, subject to continued employment.

(9)	These Fiscal 2020 LTIP PSUs cliff vest on December 2, 2022, subject to continued employment and achievement of the applicable performance metrics.