10-K/A: Spectrum Brands Amends 10-K, Details Governance & Executive Pay

Sentiment:

Amendment to Annual Report 23 January 2026 4:43 PM

📋All filings for Spectrum Brands Holdings, INC

Spectrum Brands Holdings, Inc. filed an amendment to its 2025 Annual Report to include detailed information on its corporate governance, executive compensation, and director biographies.

Delay expectedThe company experienced a 'pause in imports from China during the year' which contributed to significant supply chain disruptions and challenges.

Worse than expectedAnnual cash incentives for NEOs were below target for Fiscal 2025 due to not fully meeting preset performance levels.The CEO's total compensation for Fiscal 2025 decreased approximately 17% from Fiscal 2024, primarily due to below-target performance against certain preset performance metrics in the Fiscal 2025 MIP.Payouts under the Fiscal 2023 LTIP PSUs (covering Fiscal 2023-2025 performance) were below target at approximately 92.11%.Net Sales for Fiscal 2025 were $2,934.57 million, below the target of $3,042.71 million, resulting in only a 28.92% payout for this metric.

Summary

The company filed an Amendment No. 1 (Form 10-K/A) to its Annual Report on Form 10-K for the fiscal year ended September 30, 2025, solely to include previously omitted Part III information related to directors, executive officers, corporate governance, executive compensation, security ownership, and related transactions.
Fiscal 2025 net income from continuing operations was $100.2 million, driven by improved operating income realization and one-time tax benefits.
Adjusted EBITDA for Fiscal 2025 reached $289.1 million, attributed to tariff-related pricing adjustments and cost management.
Operating cash flow from continuing operations was $204.1 million, with adjusted free cash flow of $170.7 million, exceeding committed cash flow goals.
The company ended Fiscal 2025 with net debt leverage of 1.58x Adjusted EBITDA.
Spectrum Brands returned $374.6 million to stockholders in Fiscal 2025, comprising $326.4 million in share purchases and $48.2 million in dividends.
Jeremy Smeltser, former Executive Vice President and Chief Financial Officer, was terminated without cause on September 3, 2025, effective December 31, 2025, as part of spending reduction initiatives.
Faisal Qadir was appointed Executive Vice President and Chief Financial Officer effective September 3, 2025, demonstrating successful succession planning.
Executive compensation for Fiscal 2025 included below-target annual cash incentives for named executive officers (NEOs) due to not fully meeting preset performance levels.
The CEO's total compensation for Fiscal 2025 decreased approximately 17% from Fiscal 2024, primarily due to below-target performance against certain preset performance metrics.
Payouts under the Fiscal 2023 Long-Term Incentive Plan (LTIP) Performance Stock Units (PSUs), covering performance from Fiscal 2023-2025, were below target at approximately 92.11%.
The Board of Directors completed its declassification process as of the 2024 annual stockholders meeting, with all directors re-elected for one-year terms at the 2025 annual meeting.
The company holds substantial deferred tax assets (Tax Attributes) and has adopted transfer restrictions on common stock to limit ownership changes that could impair their utilization.

Sentiment

Score: 4

Explanation: While the company achieved some financial goals like exceeding free cash flow and reducing SG&A, the overall compensation payouts indicate underperformance against key targets (MIP, LTIP PSUs) and the macroeconomic environment remains challenging. The termination of the CFO for spending reduction initiatives also points to ongoing pressures.

Positives

Adjusted free cash flow of $170.7 million exceeded committed cash flow goals for Fiscal 2025.
The company's strong balance sheet and low leverage (1.58x Adjusted EBITDA) position it as a strategic partner of choice for future M&A opportunities.
A fill rate in excess of 90% was maintained throughout the year, despite significant supply chain disruptions and challenges.
Total selling, general and administrative expenses decreased by $71 million compared to the prior year due to cost savings initiatives.
The promotion of Faisal Qadir to Executive Vice President and Chief Financial Officer demonstrates successful internal succession planning.
The Board of Directors is fully declassified as of the 2024 annual stockholders meeting, enhancing corporate governance.
All directors attended 100% of the Board and committee meetings during Fiscal 2025.
All members of the Audit Committee qualify as audit committee financial experts and are independent.
The company received approximately 97% stockholder support in its annual advisory vote on executive compensation for Fiscal 2025.

Negatives

The company navigated a challenging macroeconomic environment, trade policy uncertainty, and tariff volatility, which impacted overall consumer sentiment and market predictability.
Below-target annual cash incentives were paid to NEOs for Fiscal 2025 due to the company not fully meeting preset performance levels.
The CEO's total compensation for Fiscal 2025 decreased approximately 17% from Fiscal 2024, primarily due to below-target performance against certain preset performance metrics in the Management Incentive Program (MIP).
Payouts under the Fiscal 2023 LTIP PSUs (for performance from Fiscal 2023-2025) were below target, at approximately 92.11% of the target PSUs.
Jeremy Smeltser, former Executive Vice President and Chief Financial Officer, was terminated without cause as part of spending reduction initiatives.
The company experienced a 'pause in imports from China during the year,' contributing to significant supply chain disruptions and challenges.
Net Sales for Fiscal 2025 were $2,934.57 million, falling short of the target of $3,042.71 million, resulting in only a 28.92% payout for this specific MIP metric.

Risks

The company's ability to utilize or realize the carrying value of its substantial deferred tax assets (Tax Attributes) may be impacted if it experiences an ownership change under applicable tax rules, which could have a material adverse effect on its results of operations and financial condition.
Global unrest, military conflict, and global transport and supply chain disruptions have created, and may in the future create, extreme volatility in year-over-year and quarter-to-quarter comparisons of the company's businesses.
The company's incentive programs were designed to exclude the negative impact of tariff increases or similar actions from performance measures, indicating that tariffs are a recognized and ongoing challenge that could affect financial results if not managed effectively.

Future Outlook

Management believes consumer demand remains positive in our categories and the strong performance of our brands continues to drive growth, despite impacts from global unrest, military conflict, and supply chain disruptions. The company is positioned to be a strategic partner for future M&A opportunities for high-quality, synergistic assets and is working towards a strategic solution for its Home and Personal Care segment.

Management Comments

Our management team is composed of experienced executives from diverse backgrounds who focus on the performance of our Company to drive long-term outcomes.
Overall, we believe that consumer demand remains positive in our categories and the strong performance of our brands continues to drive growth.
We are committed to operating our business with all stakeholders in mind and with a view toward long-term sustainability and value creation.
We encourage our employees to Speak Up, Be Accountable, Take Action, and Grow Talent, and to promote innovation, trust, accountability and collaboration.

Industry Context

The company operates in a challenging macroeconomic environment with trade policy uncertainty and tariff volatility, which has impacted consumer sentiment and market predictability. Global unrest, military conflict, and supply chain disruptions have created volatility. Despite these headwinds, the company believes consumer demand in its categories remains positive. The company is also looking for M&A opportunities in its sector and categories.

Comparison to Industry Standards

The Compensation Committee utilized an independent compensation consultant (WTW) and a peer group of 15 companies for executive compensation benchmarking, including Central Garden and Pet Company, Hanesbrands, Inc., Newell Brands, Inc., Church & Dwight Co., Inc., Hasbro, Inc., Nu Skin Enterprises, Inc., The Clorox Company, Helen of Troy Limited, The Scotts Miracle-Gro Company, Edgewell Personal Care Company, Mattel, Inc., USANA Health Sciences, Inc., Energizer Holdings, Inc., Medifast, Inc., and YETI Holdings, Inc.
The CEO's stock ownership level was voluntarily increased from five times (5x) to six times (6x) his base salary to align with market best practices.

Management Changes

Role	Previous Person	New Person	Effective Date	Reason
Executive Vice President and Chief Financial Officer	Jeremy Smeltser	Faisal Qadir	September 3, 2025	Jeremy Smeltser's employment was terminated without cause in connection with spending reduction initiatives. Faisal Qadir was promoted from Vice President of Strategic Finance and Enterprise Reporting.
Director	Joan Chow	N/A	November 17, 2025	Resigned from the Board to spend more time with her family.

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Board Declassification	The declassification process of the Board of Directors was completed as of the 2024 annual stockholders meeting, meaning all directors were re-elected for one-year terms at the 2025 annual meeting.	August 2024	Enhances corporate governance by increasing accountability of directors to stockholders through annual elections.
CEO Stock Ownership Guidelines	CEO David M. Maura voluntarily agreed to increase his stock ownership level from five times (5x) to six times (6x) his base salary.	August 5, 2024	Further aligns the CEO's interests with those of stockholders and aligns with market best practices.
Compensation Clawback Policy	The Compensation Clawback Policy was amended in November 2023 to comply with Section 954 of the Dodd-Frank Act and Rule 10D-1 of the Exchange Act, requiring forfeiture or recoupment of incentive-based compensation upon an accounting restatement or certain other acts resulting in financial loss or reputational damage.	November 14, 2023	Strengthens accountability for executive officers and aligns with regulatory requirements and best practices in corporate governance.
Board Size Reduction	The Board was reduced from nine to six members as a result of efforts to consolidate, reduce costs, and increase efficiency.	Not explicitly stated, but occurred prior to or during Fiscal 2025	Aims to increase efficiency and reduce costs, potentially streamlining decision-making.
Executive Compensation Program Evolution	The executive compensation program has continued to evolve since the company ceased being a controlled company in 2018, with ongoing evaluation of practices and amounts to align with a widely-held company structure.	Ongoing since 2018	Aims to align pay-for-performance, encourage prudent decision-making, and create a balanced focus on short-term and long-term performance and value creation.
MIP Performance Metrics Modification	For Fiscal 2023, based on feedback from stockholders, performance metrics under the Management Incentive Program (MIP) were modified so that there is only one overlapping performance metric (Adjusted EBITDA) between the MIP and the three-year LTIP program.	Fiscal 2023	Addresses stockholder feedback and aims to differentiate short-term and long-term incentive goals more clearly.

Stakeholder Impact

Shareholders: Capital was returned through share repurchases ($326.4 million) and dividends ($48.2 million). Executive compensation is designed to align with stockholder interests, with a significant portion at risk based on company performance. The company's ability to utilize deferred tax assets is important for future financial condition.
Employees: Changes in executive leadership occurred with the termination of the former CFO and the promotion of a new CFO. The company emphasizes employee development, wellness, compensation, safety, and technology, including a global product safety training program and cybersecurity awareness training.
Customers: Product safety is highlighted as essential to upholding consumer trust and expectations, with quality and safety processes embedded into production.
Suppliers: The company has a Supplier Code of Conduct and ethical sourcing policies in place and proactively addressed external pressures through supplier concessions.
Creditors: A net debt leverage of 1.58x Adjusted EBITDA indicates a manageable debt load, which is a positive for creditors.

Next Steps

Continue investing internally for organic growth.
Strengthen brands through consumer insights, research and development, innovation, advertising, and marketing.
Return capital to stockholders via dividends and opportunistic share repurchases.
Pursue disciplined M&A activity for accretive strategic acquisitions that are synergistic or help drive additional value creation.
Work towards a strategic solution for the Home and Personal Care segment.
The CEO and CFO will provide Rule 13a-14(a) certifications for this 10-K/A.
The Compensation Committee will continue to evaluate appropriate types and amounts of compensation opportunities for executive officers each year.
The Compensation Committee will review the progress of directors and Covered Officers in meeting stock ownership guidelines quarterly.
For Fiscal 2026, the Compensation Committee modestly increased Messrs. Maura's and Zargar's compensation packages and changed Mr. Zargar's cash/equity ratio.
Messrs. Maura and Zargar voluntarily agreed to cease participating in the Supplemental Executive Retirement Program (SERP) beginning in Fiscal 2026.

Key Dates

Date	Description
1989-01-01	Leslie L. Campbell served as Senior Engineer at General Electric Aerospace Division (until 1990).
1990-01-01	Leslie L. Campbell served as Senior Engineer at the Johnson Space Center (NASA) (until 1995).
1991-01-01	Hugh R. Rovit served as Chief Financial Officer of Royce Hosiery Mills. Inc. (until 1998).
1994-01-01	Gautam Patel was an Analyst at Donaldson, Lufkin & Jenrette (until 1997).
1994-01-01	Sherianne James earned a B.S. degree in chemical engineering from the University of Florida.
1995-01-01	Leslie L. Campbell served as a Senior Research Engineer for Baker Hughes (until 1999).
1995-06-01	Sherianne James held key project manager, research manager and brand manager positions with Kraft Foods, Inc. and Kraft/Nabisco Foods (until June 2005).
1998-01-01	Hugh R. Rovit served as Chief Financial Officer of Best Manufacturing Inc. (until 2001).
1999-01-01	Leslie L. Campbell served as Chief Engineer for B/E Aerospace (until 2002).
1999-01-01	Gautam Patel served in a variety of advisory roles at Lazard (until 2008).
2001-01-01	Hugh R. Rovit was a Principal at turnaround management firm Masson & Company (through 2005).
2001-01-01	Terry L. Polistina served as Chief Financial Officer at Applica (until 2007).
2002-01-01	Sherianne James earned an MBA from Northwestern Universitys Kellogg Graduate School of Management.
2002-01-01	Leslie L. Campbell served in various senior roles in the engineering department for Applica Consumer Products (until 2013).
2003-01-01	Faisal Qadir held several finance leadership positions at The Black & Decker Corporation and Stanley Black & Decker (until 2012).
2005-07-01	Sherianne James was Senior Marketing Manager for Russell Hobbs/Applica (through December 2010).
2006-01-01	David M. Maura was a Vice President and Director of Investments of Harbinger Capital Partners LLC (until 2012).
2006-01-01	Hugh R. Rovit served as Chief Executive Officer of Sure Fit, Inc. (until December 2012).
2006-01-01	Terry L. Polistina served as Chief Operating Officer at Applica (to 2007).
2006-11-01	Ehsan Zargar worked in the New York office of Paul, Weiss, Rifkind, Wharton & Garrison LLP (to June 2011).
2007-01-01	Terry L. Polistina served as the Chief Executive Officer and President of Russell Hobbs (until 2010).
2008-01-01	Gautam Patel served as Managing Director at Lazard (until 2012).
2010-06-01	Terry L. Polistina served as President, Small Appliances of SPB Legacy.
2010-10-01	Terry L. Polistina became President Global Appliances of SPB Legacy (until September 2013).
2011-02-01	Sherianne James held positions of increasing responsibility in marketing and operations for Transitions Optical, a division of Essilor of America (until July 2016).
2011-05-01	David M. Maura was a member of HRG Group's board of directors (until December 2017).
2011-06-01	Ehsan Zargar held increasingly senior positions with HRG Group (until July 2018).
2011-10-01	David M. Maura was a Managing Director and the Executive Vice President of Investments at HRG Group (until November 2016).
2012-01-01	Faisal Qadir joined Spectrum Brands Holdings, Inc. (until present).
2012-01-01	Gautam Patel served as Managing Director of Tarsadia Investments (until present).
2013-01-01	Leslie L. Campbell served as Executive Vice President at AAMP Global (until 2015).
2013-05-01	Hugh R. Rovit served as Chief Executive Officer of Ellery Homestyles (until September 2018).
2014-04-01	Sherianne James was Vice President of Transitions Optical (until July 2016).
2015-01-01	Leslie L. Campbell became the owner and Chief Executive Officer of Campbell & Associates LLC (until present).
2016-01-01	David M. Maura served as Executive Chairman of SPB Legacy (until April 2018).
2016-07-01	Sherianne James was Vice President, Consumer Marketing at Essilor of America (until March 2020).
2017-01-01	Ehsan Zargar served as Executive Vice President and Chief Operating Officer of HRG Group (until July 2018).
2017-08-01	Sherianne James served as Chief Marketing Officer of Essilor of America (until January 2025).
2017-08-01	Ehsan Zargar served as a director of SPB Legacy (until July 2018).
2018-04-01	David M. Maura served as Chief Executive Officer of SPB Legacy (until July 2018).
2018-07-01	Hugh R. Rovit was appointed to the Board.
2018-07-01	Terry L. Polistina was appointed to the Board and as Lead Independent Director.
2018-07-01	David M. Maura was appointed Executive Chairman and Chief Executive Officer.
2018-08-01	Stockholders approved an amendment to declassify the Board.
2018-10-01	Sherianne James was appointed to the Board.
2018-10-01	Ehsan Zargar was appointed Executive Vice President, General Counsel and Corporate Secretary.
2019-09-09	Jeremy Smeltser's employment agreement date.
2020-01-01	Company improved and enhanced Stock Ownership Guidelines (SOG).
2020-02-01	Hugh R. Rovit served as Chief Executive Officer of Swell, Inc. (until March 2022).
2020-10-01	Gautam Patel was appointed to the Board.
2021-04-01	Leslie L. Campbell was appointed to the Board.
2022-05-01	Hugh R. Rovit served as Chief Executive Officer of MISSION (until October 2023).
2023-10-19	Second Amended and Restated Credit Agreement dated.
2023-11-14	Compensation Clawback Policy revised and effective.
2024-02-01	Audit Committee, Compensation Committee, and NCG Committee Charters adopted by the Board.
2024-06-04	Supplemental Indenture for 5.00% Senior Notes due 2029 dated.
2024-06-04	Supplemental Indenture for 5.50% Senior Notes due 2030 dated.
2024-06-20	Guarantee Agreement of Spectrum Brands Holdings, Inc. dated.
2024-08-01	Board declassification process completed at the annual stockholders meeting.
2024-08-05	CEO David M. Maura voluntarily agreed to increase his stock ownership level from 5x to 6x base salary.
2024-10-01	Fiscal 2025 LTIP grants cover service and cumulative performance over the three-year period commencing.
2024-10-01	Company made annual contribution to SERP for Messrs. Maura, Smeltser, and Zargar.
2024-11-18	Original Form 10-K for Fiscal 2025 filed with the SEC.
2024-11-19	Fiscal 2025 RSU grants made to directors and NEOs.
2024-11-19	Closing price of common stock was $90.26 per share for RSU grants.
2024-11-18	David M. Maura exercised 1,164 NQ stock options.
2024-12-06	Fiscal 2022 LTIP RSUs for Mr. Maura vested.
2024-12-06	Fiscal 2022 LTIP RSUs for Mr. Qadir vested.
2024-12-06	Fiscal 2022 LTIP RSUs for Mr. Zargar vested.
2024-12-06	Fiscal 2022 LTIP RSUs for Mr. Smeltser vested.
2025-01-01	Sherianne James served as the Chief Marketing Officer at Heartland Dental (until present).
2025-03-01	Company provided allowance for financial planning and tax preparation services to Messrs. Maura, Zargar, and Smeltser.
2025-03-30	Last business day of the registrant's most recently completed second fiscal quarter, used for market value calculation.
2025-09-03	Jeremy Smeltser's employment terminated without cause; Faisal Qadir appointed Executive Vice President and Chief Financial Officer.
2025-09-30	Fiscal year ended.
2025-09-30	Closing market price of common stock was $52.53.
2025-10-01	All Fiscal 2025 RSU grants vested.
2025-10-01	NEO compensation and benefits for Faisal Qadir became effective (first day of Fiscal 2026).
2025-11-07	Vanguard Group Inc. filed Schedule 13F.
2025-11-12	BlackRock, Inc. filed Schedule 13F.
2025-11-14	American Century Investment Management, Inc. filed Schedule 13G/A.
2025-11-14	Callodine Capital Management, LP filed Schedule 13G/A.
2025-11-17	Joan Chow resigned from the Board.
2025-11-18	Original Form 10-K for Fiscal 2025 filed with the SEC.
2025-11-24	David M. Maura's stock options granted on this date were approaching expiration (expiration date November 24, 2025).
2025-12-05	Fiscal 2023 LTIP RSUs vested.
2025-12-05	Fiscal 2023 LTIP PSUs vested.
2025-12-05	Fiscal 2024 LTIP RSUs for Mr. Qadir partially vested.
2025-12-05	Fiscal 2024 Retention RSUs for Mr. Zargar partially vested.
2025-12-05	Fiscal 2024 Retention RSUs for Mr. Smeltser partially vested.
2025-12-05	Fiscal 2025 LTIP RSUs for Mr. Qadir partially vested.
2025-12-31	Jeremy Smeltser ceased to be an employee.
2025-12-31	Outstanding shares of common stock were 23,279,004.
2026-01-23	Date of this Form 10-K/A filing.
2026-10-01	Initial term of Qadir Employment Agreement ends, subject to renewals.
2026-12-04	Fiscal 2024 LTIP RSUs for Mr. Maura vest.
2026-12-04	Fiscal 2024 LTIP PSUs for Mr. Maura vest.
2027-12-03	Fiscal 2025 LTIP RSUs for Mr. Maura vest.
2027-12-03	Fiscal 2025 LTIP PSUs for Mr. Maura vest.

Recommendation

hold

The filing provides an update on corporate governance and executive compensation, along with a review of Fiscal 2025 performance. While the company demonstrated strong cash flow generation and cost control, evidenced by exceeding free cash flow goals and reducing SG&A, it underperformed on key incentive metrics, leading to below-target executive payouts. The macroeconomic environment remains challenging, and the company is still seeking a strategic solution for its Home and Personal Care segment. The termination of the CFO, while framed as a cost-reduction initiative, adds a layer of uncertainty. Given the mixed performance and ongoing strategic adjustments, a 'hold' recommendation is appropriate as investors await clearer signs of sustained operational improvement and strategic execution in the current challenging environment.

Keywords

Spectrum Brands, 10-K/A, SEC Filing, Corporate Governance, Executive Compensation, Financial Performance, Risk Management, Board of Directors, CEO Pay Ratio, Shareholder Returns, Supply Chain, Tariffs, Faisal Qadir, Jeremy Smeltser, David M. Maura, Consumer Products, Home and Personal Care

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