UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )

 

 

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☐		Preliminary Proxy Statement
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☒		Definitive Proxy Statement
☐		Definitive Additional Materials
☐		Soliciting Material Pursuant to §240.14a-12

TUPPERWARE BRANDS CORPORATION

(Name of Registrant as Specified In Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Tupperware Brands Corporation

14901 S. Orange Blossom Trail

Orlando, FL 32837

 

 

Mailing Address:

Post Office Box 2353

Orlando, FL 32802-2353

 

 

To Our Shareholders:

It is our pleasure to invite you to attend the 2021 annual meeting of shareholders of Tupperware Brands Corporation to be held on Tuesday, May 4, 2021, starting at 1:00 p.m (Eastern Time). In light of the COVID-19 pandemic, we have determined that the annual meeting will be held in a virtual meeting format only, via the Internet, with no physical meeting location. You will be able to attend and participate in the Annual Meeting online by visiting www.proxydocs.com/TUP.

The notice of meeting and proxy statement following this letter describe the business expected to be transacted at the meeting. During the meeting we will also report on the current activities of the Company, and you will have an opportunity to ask questions. Whether or not you plan to attend this meeting, we urge you to sign the enclosed proxy card and return it, or to submit your proxy telephonically or electronically, as soon as possible so that your shares will be represented.

On behalf of the Board of Directors and Tupperware management, we thank you for your interest and support.

 

Sincerely,
Susan M. Cameron
Non-Executive Chairman

March 22, 2021

Tupperware Brands Corporation

14901 S. Orange Blossom Trail

Orlando, FL 32837

 

 

Mailing Address:

Post Office Box 2353

Orlando, FL 32802-2353

 

 

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

The 2021 annual meeting of shareholders of Tupperware Brands Corporation will be held on Tuesday, May 4, 2021, at 1:00 p.m. (Eastern Time). In light of the COVID-19 pandemic, for the safety of all of our people, including our stockholders, and taking into account recent federal, state and local guidance that has been issued, we have determined that the 2021 annual meeting will be held in a virtual meeting format only, via the Internet, with no physical meeting location. You will be able to attend and participate in the Annual Meeting online by visiting www.proxydocs.com/TUP. The Annual Meeting is being held for the following purposes:

 

1.

The election of the ten nominees for director named in the attached proxy statement for a term expiring at the 2022 annual meeting of shareholders;

 

2.

An advisory vote to approve the Company’s executive compensation program;

 

3.

The proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 25, 2021; and

 

4.

Such other business as may properly come before the meeting and any adjournment or postponement thereof.

The foregoing matters are described in more detail in the attached proxy statement.

To participate in the Annual Meeting virtually via the Internet, please visit www.proxydocs.com/TUP. In order to attend, you must register in advance at www.proxydocs.com/TUP prior to the deadline of April 30, 2021 at 5:00 p.m. (Eastern Time). Upon completing your registration, you will receive further instructions via email, including your unique links that will allow you access to the meeting and to submit questions during the meeting. You will not be able to attend the Annual Meeting in person.

The record date for the Annual Meeting is March 8, 2021. Only stockholders of record at the close of business on that date may vote at the meeting or any adjournment thereof.

 

March 22, 2021

TABLE OF CONTENTS

 

		Page Number
Proxy Summary			1
General Information			3
Voting at the Meeting			3
1.  Election of Directors			3
Board of Directors-Nominees for Election			3
Vote Required and Resignation Policy			8
Board Committees			9
Board Meetings and Annual Meeting of Shareholders and Directors’ Attendance			12
Corporate Governance			12
Diversity			13
Strategy and Risk Oversight			13
Board Leadership Structure			13
Environmental, Social and Governance Highlights			15
Security Ownership of Management			17
Security Ownership of Certain Beneficial Owners			18
Equity Compensation Plan Information			19
Transactions with Related Persons			19
Report of the Audit, Finance and Corporate Responsibility Committee			20
Compensation of Directors and Executive Officers			21
Compensation Discussion and Analysis			22
Summary			22
Management Transition			22
2020 Business Results			22
2020 Say-on-Pay Results			23
2020 – 2021 Shareholder Outreach			23
Executive Compensation Design & Governance Best Practices			24
Executive Compensation Philosophy			25
Attract, Retain and Motivate the Company’s Key Leadership			25
Role of the Committee in Compensation Decisions			25
Peer Group & Compensation Benchmarking			25
Pay Positioning for Executive Officers			26
Elements of Officer Direct Compensation			27
Base Salary			27
Annual Incentive Program			28
Long-Term Equity Incentive Programs			32
Management Transition Compensation Arrangements			34
Other Elements of Total Compensation			37
Retirement and Savings Plans			37
Health and Welfare Plans			37
Perquisites			37
Expatriate, Assignment & Relocation Benefits			37
Executive Severance Pay Plan			38
Change-in-Control Agreements			38
Other Compensation Practices			38
Stock Ownership and Holding Requirements			38
Anti-Hedging and Pledging Policies			39
Recapture of Awards and Payments			39
Compensation Committee Interlocks and Insider Participation			39
Compensation and Management Development Committee Report			40
2020 Summary Compensation Table			41
2020 Grants of Plan-Based Awards			44
Outstanding Equity Awards at Fiscal Year-End 2020			47

		Page Number
Option Exercises and Stock Vested in 2020			49
Pension Benefits			49
2020 Pension Benefits Table			49
Base Retirement Plan			49
Supplemental Plan (Defined Benefit Portion)			50
2020 Non-Qualified Deferred Compensation			50
Executive Deferred Compensation Plan			50
Global Benefits Plan			50
Supplemental Plan (Defined Contribution Plan Portion)			50
2020 Non-Qualified Deferred Compensation Table			51
Potential Payments Upon Termination or Change-in-Control			51
Severance Payments			51
Change-in-Control Payments			51
Management Transitions			52
Other Termination Provisions			52
2020 Payments Upon Hypothetical Termination and Termination Following a Change-in-Control			53
2020 CEO to Median Employee Pay Ratio			55
2020 Director Compensation			56
Director Compensation Philosophy, Design and Stock Ownership			57
2.  Advisory Vote to Approve the Company’s Executive Compensation Program			58
Vote Required			58
3.  Proposal to Ratify the Appointment of Independent Registered Public Accounting Firm			59
Fees Paid to Independent Registered Public Accounting Firm			59
Approval of Services			59
Vote Required			59
4.  Other Matters			60
Discretionary Authority			60
Shareholder Proposal Notice Requirements			60
Expenses and Methods of Solicitation			60
Delivery of Documents			60

 

 

As used in this proxy statement, the terms “we”, “us”, “our”, the “Company” or “Tupperware” refer to Tupperware Brands Corporation.

Proxy Summary

This summary highlights certain information in this proxy statement. This summary does not contain all of the information that you should consider in deciding how to vote. Please review the complete Tupperware Brands Corporation Proxy Statement and 2020 Annual Report before you vote. A notice regarding the availability of proxy materials for the 2021 annual meeting is being mailed to shareholders on or about March 22, 2021.

2021 Annual Meeting Key Facts

 

Time and       Date		Tuesday, May 4, 2021, at 1:00 p.m. (Eastern Time)
Place		Virtual Annual Meeting: Please visit www.proxydocs.com/TUP
Record       Date		Close of business on March 8, 2021
Voting		Shareholders on the record date are entitled to one vote per share on each matter to be voted upon at the Annual Meeting.
Admission		Attendance at our virtual meeting is offered to shareholders on the record date or their proxy holders only. All shareholders will need their control number provided in their proxy card, notice or voter instruction form in order to pre-register for the meeting.

How to Vote

 

Shareholders of record on the Record Date are entitled to vote in the following ways:

Call 1 (855) 680-7102 (toll free) in the  United States or Canada

Visit www.proxypush.com/TUP

Return a properly completed, signed and dated proxy card

Attend the Annual Meeting of Shareholders Virtually and vote your shares

 

1

Meeting Agenda Items

 

ITEM 1		ELECTION OF DIRECTORS   You are being asked to elect ten (10) directors, as set forth below, to hold office until the 2022 Annual Meeting of Shareholders and until their respective successors are duly elected and qualified, or until their earlier death, resignation or removal.

SUMMARY INFORMATION ABOUT OUR DIRECTOR NOMINEES

Additional information about our director nominees can be found under “Election of Directors” starting on page 3. Kriss Cloninger III, Aedhmar Hynes, and Mauro Schnaidman will not be running for re-election at the Annual Meeting, and the Board of Directors thanks each of them for their service.

 

ITEM 1 RECOMMENDATION: OUR BOARD OF DIRECTORS RECOMMENDS THAT  YOU VOTE FOR THE ELECTION OF ALL TEN DIRECTOR NOMINEES NAMED IN THIS PROXY STATEMENT

 

ITEM 2		ADVISORY VOTE TO APPROVE OUR EXECUTIVE COMPENSATION PROGRAM (SAY ON PAY)   You are being asked to approve, on an advisory basis, our executive officer compensation program as described in the Compensation Discussion and Analysis and the executive compensation tables and accompanying narrative disclosure, as provided starting on page 22 of this proxy statement. We believe that our program incentivizes and rewards our leadership for increasing shareholder value and aligns the interests of our leadership with those of our shareholders on an annual and long-term basis.

 

ITEM 2 RECOMMENDATION: OUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE APPROVAL OF THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS.

 

ITEM 3		RATIFY APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2021   You are being asked to ratify our Audit and Finance Committee’s appointment of PricewaterhouseCoopers LLP (“PwC”) as our independent registered public accounting firm for fiscal year 2021. PwC has been our auditor since 1995. The fees paid to PwC for fiscal years 2020 and 2019 are detailed on page 59 below. One or more representatives of PwC will be present at the 2021 annual meeting. They will be given the opportunity to make a statement if they desire to do so, and they will be available to respond to appropriate questions.

 

ITEM 3 RECOMMENDATION: OUR BOARD OF DIRECTORS AND AUDIT AND FINANCE COMMITTEE RECOMMEND THAT YOU VOTE FOR THE RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2021.

 

2

General Information

To participate in the Annual Meeting virtually via the Internet, please register in advance of the meeting at www.proxydocs.com/TUP prior to the deadline of April 30, 2021 at 5:00 p.m. (Eastern Time). You will not be able to attend the Annual Meeting in person. Upon completing your registration, you will receive further instructions via email, including your unique links that will allow you access to the meeting and to submit questions during the meeting. Shareholders must have available their control number provided on their proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials to ask questions during the meeting.

There will be technicians ready to assist shareholders with any technical difficulties they may have accessing the virtual meeting. Any shareholders who encounter any difficulties accessing the virtual meeting during check-in or during the meeting, should call the technical support number that will be posted at www.proxydocs.com/TUP.

Voting at the Meeting

The Board has fixed the close of business on March 8, 2021 as the record date for determining shareholders entitled to vote at the 2021 annual meeting. On that date there were outstanding 49,574,365 shares of the Company’s common stock, each of which is entitled to one vote. A majority of the shares outstanding and entitled to vote at the 2021 annual meeting will constitute a quorum for the transaction of business. In this regard, abstentions and “broker non-votes” will be included in the number of shareholders present at the 2021 annual meeting for purposes of determining the presence of a quorum.

Shares for which there is a properly executed proxy will be voted in accordance with the instructions indicated. If no instructions are indicated in a properly executed proxy, such shares will be voted as recommended by the Board. A shareholder who has given a proxy may revoke it by voting at the 2021 annual meeting, or by giving written notice of revocation or a later-dated proxy to the Secretary of the Company at any time before the closing of the polls at the 2021 annual meeting. The Company has appointed an officer of Equiniti Trust Company, transfer agent for the Company, as the independent inspector of election to act at the 2021 annual meeting.

For all matters to be voted upon by shareholders at the 2021 annual meeting, the Company’s Amended and Restated By-Laws (the “By-Laws”) require the affirmative vote of a majority of the votes cast at the 2021 annual meeting, excluding abstentions, which will not have any impact on the outcome of any of the matters to be voted upon by shareholders at the 2021 annual meeting.

Brokers who are registered shareholders owning shares on behalf of beneficial owners are required under stock exchange rules to obtain the instructions of beneficial owners before casting a vote on a non-routine matter. In the absence of such instructions, the broker may not vote the shares on such matters, and such a situation is referred to as a “broker non-vote.” The voting items regarding the election of directors and the advisory vote regarding the Company’s executive compensation program require a beneficial owner’s instructions to a broker. Broker non-votes are not treated as votes cast for purposes of these items and will not have any impact on the outcome. The voting item to ratify the appointment of the independent registered public accounting firm is the only routine matter on which brokers who are registered shareholders owning shares on behalf of beneficial owners are permitted under stock exchange rules to cast a vote without instructions of beneficial owners.

1.    Election of Directors

Board of Directors—Nominees for Election

The size of the Company’s Board was increased to thirteen (13) directors, effective as of March 15, 2021 upon the appointment of three new directors, Deborah G. Ellinger, James H. Fordyce, and Timothy Minges, who will stand for election for the first time at the 2021 annual meeting. Three of our existing directors, Kriss Cloninger III, Aedhmar Hynes, and Mauro Schnaidman, will not stand for re-election at the 2021 annual meeting, and effective upon the 2021 annual meeting, the size of the Company’s Board will be decreased to ten (10) directors.

The nominees for election as directors for the new term are those persons named in this proxy statement: Susan M. Cameron, Meg Crofton, Deborah G. Ellinger, Miguel Fernandez, James H. Fordyce, Richard P. Goudis, Timothy Minges, Christopher D. O’Leary, Richard T. Riley, and M. Anne Szostak. Unless otherwise specified, proxy votes will be cast for the election of all of the nominees as directors. If any such person should be unavailable for election, resign or withdraw, the Board has authority to either reduce the number of directors accordingly or designate a substitute nominee. In the latter event, it is intended that proxy votes will be cast for the election of such substitute nominee. Shareholder nominations of persons for election as directors are subject to the notice requirements described under the caption “Other Matters” on page 60 below.

 

3

The following is information concerning the nominees for election, each of whom has a current term expiring at the 2021 annual meeting. The nominations are for a term expiring at the annual meeting of shareholders in 2022 and until a successor is duly elected and qualified or until his or her earlier resignation or removal. Information regarding some of the experience, qualifications, attributes and/or skills that led to the conclusion that the nominee should serve as a director is included within each person’s biographical information.

 

Other current public company director service:   •   Aramark (since 2019) •   nVent Electric plc (since 2018)   Former public company director service:   •   Reynolds American Inc. (2004 to 2011 and 2013 to 2017) •   R.R. Donnelley & Sons Company (2009 to 2016)		SUSAN M. CAMERON   Non-Executive Chairman of the Board of the Company since November 2019, after previously serving as Presiding Director / Lead Director since May 2018. Ms. Cameron is a retired Chairman and Chief Executive Officer of Reynolds American Inc., a publicly-traded tobacco company, where she served as its Non-Executive Chairman from May 2017 to July 2017, its Executive Chairman from January 2017 to May 2017, and its President and Chief Executive Officer. Ms. Cameron has considerable experience as a chief executive officer of a public company and in the marketing function for international, name-brand consumer products companies, in addition to having served on boards of other public companies. Ms. Cameron holds an undergraduate degree in Business Administration from the University of Florida and an M.B.A from Bellarmine University.   Age: 62. First elected: 2011.
Other current public company director service:   •   Cracker Barrel Old Country Stores, Inc. (since 2017) •   HCA Healthcare, Inc. (since 2019)		MEG CROFTON   Retired President, Walt Disney Parks & Resorts Operations, U.S. & France of The Walt Disney Company, a diversified worldwide entertainment company, a position she held from 2011 to 2015. Ms. Crofton also served as President, Walt Disney World Resort, from 2006 to 2013, and previously in various positions of increasing responsibility for The Walt Disney Company since 1977. Ms. Crofton has extensive experience in diversified operations, staff and executive roles with a highly respected global brand, in addition to having served on boards of other public companies. Ms. Crofton holds an undergraduate degree in Marketing and an M.B.A. from Florida State University.   Age: 67. First elected: 2016.

 

 

4

Other current public company director service:   •  iRobot Corporation (since 2011) •  Covetrus, Inc. (since 2019)   Former public company director service:   •  Interpublic Group (2015 to 2017) •  National Life Group (2007 to 2014) •  Sealy, Inc. (2010 to 2013)		DEBORAH G. ELLINGER   Former President or CEO of four private-equity backed companies, and currently a Senior Advisor to Boston Consulting Group since 2018. Ms. Ellinger’s past leadership roles include: President and CEO of Ideal Image, a chain of 130 medical spas providing non-surgical cosmetic procedures across the US and Canada, from 2016 until 2018; Chairman and Chief Executive Officer of The Princeton Review, a company which assists students globally in test preparation and tutoring, from 2012 to 2014; President of Restoration Hardware, a luxury home furnishings retailer, from 2008 to 2009; and Chief Executive Officer of Wellness Pet Food, a natural pet-food company, from 2004 to 2008. She has held other senior executive roles at CVS Pharmacy and Staples, and also served as a partner at The Boston Consulting Group. Ms. Ellinger brings extensive global board experience, with a focus on the intersection of consumer products and services, technology and digitization. She was initially recommended as a director nominee by one of the Company’s non-employee directors, in consultation with Heidrick & Struggles International, Inc., and approved by the Nominating, Governance and Social Responsibility Committee. Ms. Ellinger is qualified as a Barrister-at-Law in London, as a member of the Inner Temple. She holds an M.A. and B.A. in Law and Mathematics from the University of Cambridge, England.   Age: 62. First elected: March 2021.
		MIGUEL FERNANDEZ   President & Chief Executive Officer of the Company since April 2020. Mr. Fernandez previously served as Executive Vice President, Global President of Avon Products, Inc., a global manufacturer and marketer of beauty and related products, from 2017 to January 2020. Prior to joining Avon Products, Inc., Mr. Fernandez spent nearly 10 years at Herbalife Nutrition Ltd. (f/k/a Herbalife Ltd.), a publicly-traded global nutrition company, where he advanced through a series of senior operating positions with increasing responsibility, including Executive Vice President for the Americas and Worldwide Member Operations from 2013 to 2017 and Senior Vice President and Managing Director Mexico from 2009 to 2013. Mr. Fernandez has considerable direct selling, international and financial experience. Mr. Fernandez holds an undergraduate degree from Instituto Technologico Y de Estudios Superioes de Monterrey and an M.B.A. from University of Virginia.   Age: 49. First Elected: 2020.

 

5

Former public company director service:   •  AECOM Technology (2006 to 2019) •  Herbalife Nutrition Ltd. (2002 to 2004)		JAMES H. FORDYCE   Co-Chairman of the Board and Co-Chief Executive Officer of Stone Canyon Industries Holdings, Inc., a global industrial holding company that he co-founded in 2019, and its predecessor company in 2014. Prior thereto, Mr. Fordyce was a senior member of J.H. Whitney Capital Partners for 18 years. Previously, he held a variety of positions at Heller Financial and Chemical Bank. Mr. Fordyce is currently Chairman of the Board of Directors and Chair of the Compensation Committee of Mauser Packaging Solutions, Inc., a privately held company. In addition, he is Chairman of the Board of Providence Saint John’s Health Center, a Los Angeles based hospital, and a Director of The Unit Scholarship Fund honoring Special Operations soldiers. Mr. Fordyce brings transformation and financial expertise, as well as direct selling industry experience from his service on the board of Herbalife Nutrition Ltd. He was initially recommended as a director nominee by the Company’s Executive Vice Chairman, in consultation with Heidrick & Struggles International, Inc., and was approved by the Nominating, Governance and Social Responsibility Committee. Mr. Fordyce holds a Bachelor degree from Lake Forest College and an M.B.A. from Fordham University.   Age: 62. First elected: March 2021.
		RICHARD GOUDIS   Executive Vice Chairman of the Company since March 2020. Former Chief Executive Officer of Herbalife Nutrition Ltd., a publicly-traded global nutrition company, a position he held from June 2017 to January 2019. Mr. Goudis also served as Chief Operating Officer of Herbalife Nutrition Ltd. from 2010 to 2017 and as Chief Financial Officer of Herbalife Nutrition Ltd. from 2004 to 2010. In addition to these roles, Mr. Goudis has considerable experience in executive financial and operational positions in the direct selling industry. Mr. Goudis holds a Bachelor of Business Administration in Accounting from University of Massachusetts and an M.B.A. from Nova Southeastern University.   Age: 59. First elected: 2020.
		TIMOTHY MINGES   Retired Executive Vice President & Chief Customer Officer, PepsiCo North America Beverages, and a member of PepsiCo’s Executive Committee, from 2013 to 2016. Mr. Minges has spent his entire career in the food industry, including 32 years at PepsiCo before retiring in 2016. Prior to 2013, he was President and CEO of PepsiCo’s operations in Greater China and President of PepsiCo Foods Asia Pacific. Prior to PepsiCo, Mr. Minges worked as a CPA at Alexander Grant. He is also currently engaged as an early stage investor in a variety of food and beverage startups in America. Mr. Minges brings over three decades of proven executive leadership, innovation, and consumer expertise with extensive experience in Asia. He was initially recommended as a director nominee by one of the Company’s non-employee directors, in consultation with Heidrick & Struggles International, Inc., and approved by the Nominating, Governance and Social Responsibility Committee. Mr. Minges holds a Bachelor of Science in Accounting from Miami University, Oxford, Ohio, and completed the PepsiCo Executive Development Program at Yale School of Management.   Age: 62. First elected: March 2021.

 

6

Other current public company director service:   •   Telephone and Data Systems, Inc. (since 2006)   Former public company director service:   •   Newell Rubbermaid, Inc. (now Newell Brands, Inc.) (2014 to 2016)		CHRISTOPHER D. O’LEARY   Former Interim Chief Executive Officer of the Company from November 2019 through April 2020. Mr. O’Leary currently serves as Senior Advisor, Twin Ridge Capital Management, a private investment firm, a position he has held since September 2018. Mr. O’Leary is the former Executive Vice President and Chief Operating Officer, International for General Mills, Inc., a publicly-traded food company, a position he held from 2006 to 2016 after serving in various positions of increasing responsibility since 1997. He previously spent 16 years at PepsiCo, Inc., a publicly-traded multinational food and beverage corporation, where he held numerous roles, culminating in Chief Executive Officer and President of Hostess, Frito-Lay, Inc. He has extensive executive experience with public companies with highly-respected global brands, and brings more than 38 years of consumer products industry experience, in addition to having served on boards of other public companies. Mr. O’Leary holds a Bachelor of Business Administration in Marketing from Pace University and an M.B.A. from New York University.   Age: 61. First elected: 2019.
Other current public company director service:   •   Dorman Products, Inc. (since 2010)   Former public company director service:   •   LoJack Corporation (2005 to 2013) •   Cimpress, N.V. (2004 to 2018) •   New England Business Service, Inc. (2001 to 2004)		RICHARD T. RILEY   Retired Chairman and Chief Executive Officer of LoJack Corporation (“LoJack”), a publicly-traded provider of tracking and recovery systems. He served as Chairman of the board of LoJack from November 2006 to May 2012; Chief Executive Officer from November 2006 to February 2008 and again from May 2010 to November 2011; and President, Chief Operating Officer from February 2005 through November 2006 and again from May 2010 to November 2011. Mr. Riley also served as Chairman of the board of Cimpress, N.V. from August 2009 to November 2018. Mr. Riley has considerable international experience and extensive experience in leading companies as a chief executive officer and board member. Mr. Riley holds a Bachelor in Business Administration in Accounting from the University of Notre Dame.   Age: 64. First elected: 2015.

 

7

Other current public company director service:   •   IDEXX Laboratories, Inc. (since 2012)   Former public company director service:   •   Belo Corp. (2004 to 2013) •   Central Maine Power Co. (1993 to 1994) •   ChoicePoint, Inc. (2005 to 2008) •   Keurig Dr Pepper Inc. (formerly Dr Pepper Snapple Group, Inc.) (2008 to 2018) •   New England Business Service, Inc. (1998 to 2004) •   Providence Gas Company (1994 to 2000) •   SFN Group, Inc. (2005 to 2011)		M. ANNE SZOSTAK   Founder of Szostak Partners, an executive coaching and human resources consulting firm formed in 2004. As President of Szostak Partners, she provides strategic advice and counsel to clients. Ms. Szostak is a retired executive officer with Fleet/Boston Financial Group (previously a Fortune 100 company, now Bank of America), a diversified financial services company, with 31 years of service, including as Chairman and Chief Executive Officer of Fleet Bank-Rhode Island from 2001 to 2003, Chairman, President and Chief Executive Officer of Fleet-Maine from 1991 to 1994, and Corporate Executive Vice President and Chief Human Resources Officer of FleetBoston Financial Group from 1998 to 2004. Ms. Szostak has extensive experience in executive leadership positions in a large public company and in executive compensation and human resources, in addition to having served on boards of other public companies. Ms. Szostak holds an undergraduate degree from Colby College, and she has completed several executive education programs at Harvard Business School.   Age: 70. First elected: 2000.

Vote Required and Resignation Policy

To be elected in an uncontested election, a director nominee must receive the affirmative vote of a majority of the votes cast in his or her election, which means that he or she will be elected only if the votes cast “for” his or her election exceed the votes cast “against” his or her election. Even if a nominee is not re-elected, he or she will remain in office until a successor is duly elected and qualified or until his or her earlier resignation or removal. The Company’s By-Laws specify that a director who is not re-elected by the required majority vote shall promptly tender his or her resignation to the Board, which may be conditioned on acceptance by the Board. If a resignation is so conditioned on acceptance by the Board, the Nominating, Governance and Social Responsibility Committee shall make a recommendation to the Board on whether to accept or reject such resignation, or whether other action should be taken. The Board shall act on such resignation, taking into account the recommendation of the Nominating, Governance and Social Responsibility Committee, and shall publicly disclose its decision and the reasons for it within 90 days from the date the inspector or inspectors of election certify the results of the applicable election. The director who tenders his or her resignation shall not participate in the decisions of the Nominating, Governance and Social Responsibility Committee or the Board that concern such resignation.

Additionally, a director who experiences a significant change in his or her principal business, professional position, employment or responsibility must offer his or her resignation from the Board, which resignation may be accepted or rejected by the Board in its sole discretion. Employee directors must offer their resignation from the Board upon their resignation, removal or retirement as an officer of the Company. The Nominating, Governance and Social Responsibility Committee shall make a recommendation to the Board on whether to accept or reject such resignation.

THE BOARD RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF ALL OF THE NOMINEES NAMED IN THIS PROXY STATEMENT.

 

8

Board Committees

Current Membership

 

 

 

(C) Non-Executive Chairman of the Board		Committee Chairperson
(F) Financial Expert		Committee Member
(I) Independent Director

Audit and Finance Committee

The Audit and Finance Committee (the “Audit Committee”), which held nine meetings in 2020, reviews the scope and results of the audit by the independent registered public accounting firm (“independent auditors”), evaluates, selects and replaces the independent auditors and has approval authority with respect to services provided by the independent auditors and fees therefor. The Audit Committee monitors the independent auditors’ relationship with and independence from the Company. In addition, it reviews the adequacy of internal control systems, internal audit function, accounting policies and the Company’s general compliance with laws and regulations, as well as reviewing and discussing with management and the independent auditors the Company’s financial statements and recommending to the Board inclusion of the audited annual financial statements in the Company’s Annual Report on Form 10-K filed with the United States Securities and Exchange Commission (the “SEC”). It also oversees, reviews and makes recommendations to the Board concerning the Company’s code of conduct, its financial structure and financing needs and activities, its cybersecurity risk program, and makes determinations regarding related party transactions, if any. The current members of the Audit Committee are Messrs. Riley (Chairperson), Cloninger, Fordyce, Minges, and Schnaidman, and Ms. Szostak. All such members are both independent and financially literate in accordance with New York Stock Exchange listing standards and SEC requirements, and the Board has determined that Messrs. Riley, Cloninger, Fordyce, and Minges, and Ms. Szostak, are audit committee financial experts, as defined by applicable rules, and four additional directors (Messrs. Fernandez, Goudis and O’Leary and Ms. Ellinger) each meet the requirements of an audit committee financial expert, as defined by applicable rules. None of the members of the Audit Committee serve on more than three audit committees (including the Company’s).

In connection with the regular meetings of the Board and the various Board committees in March, on March 4, 2021, the Audit Committee, the Nominating Committee and the Board approved modifications to the Audit Committee charter to move primary responsibility for Environmental, Social and Governance (“ESG”) matters to the Nominating Committee, and to rename the Audit, Finance and Corporate Responsibility Committee to the Audit and Finance Committee.

 

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Nominating, Governance & Social Responsibility Committee

The Nominating, Governance & Social Responsibility Committee (the “Nominating Committee”), which held six meetings in 2020, identifies and reviews qualifications of, and recommends to the Board, candidates for election as directors of the Company, acts on other matters pertaining to Board membership, and establishes the Company’s corporate governance provisions. The Nominating Committee evaluates and determines the criteria for selection of a director candidate in the context of the continuing makeup of the Board based on the facts and circumstances of the Company. Once such criteria have been determined, the Nominating Committee conducts a search for qualified candidates, which may include the use of third-party search firms or solicitations of nominee suggestions from management or the non-employee members of the Board. The Nominating Committee’s current criteria for consideration of any new candidate for selection include, among others, experience with omnichannel sales, expertise doing business in China, experience with technology and business transformation, as well as data privacy, turnaround experience, and experience with general regulatory, tax and government affairs. After compiling background material on potential nominee candidates, management provides an analysis against Nominating Committee-established criteria, and promising candidates are interviewed by the chairperson of the Nominating Committee, by management directors and by other independent directors. As part of this process, a determination is made relating to a candidate’s possible schedule conflicts, conflicts of interest, independence and financial literacy. If a third-party search firm is paid a fee for a search, it identifies potential candidates, meets with appropriate members of the Nominating Committee and management to clarify issues and requirements, communicates with candidates, arranges for interviews with management and directors, and prepares materials for consideration by the Nominating Committee. Since 2018, the Nominating Committee has engaged Heidrick & Struggles International, Inc. to assist the Nominating Committee in identifying and selecting potential candidates to join the Board. Any shareholder who desires to propose to the Nominating Committee a candidate for Board membership should send to the attention of the Secretary of the Company, 14901 S. Orange Blossom Trail, Orlando, Florida 32837, a letter of recommendation containing the name and address of the proposing shareholder and the proposed candidate, a written consent of the proposed candidate and a complete business, professional and educational background of the proposed candidate. Candidates recommended by shareholders following this process will be evaluated by the Nominating Committee using the same criteria used to evaluate other director candidates. The Nominating Committee also evaluates the corporate governance characteristics of the Company and makes recommendations to the Board in regard thereto. Historically, the Nominating Committee also determined compensation of non-employee directors of the Company; however, this responsibility has been re-assigned to the Compensation Committee effective May 2021. No aspect of this determination was delegated to management, although the Nominating Committee did request the recommendation of the Company’s Chief Executive Officer. The Nominating Committee had been authorized to engage directly a compensation consultant to make recommendations regarding director compensation. The current members of the Nominating Committee are Mses. Crofton (Chairperson), Cameron, and Ellinger, and Messrs. O’Leary and Riley. All such members are independent in accordance with New York Stock Exchange listing standards.

In connection with the regular meetings of the Board and the various Board committees in March, on March 4, 2021, the Nominating Committee and the Board approved modifications to the Nominating Committee charter to move primary responsibility for ESG matters to the Nominating Committee, and to rename the Nominating and Governance Committee to the Nominating, Governance & Social Responsibility Committee.

Compensation and Human Capital Committee

The Compensation and Human Capital Committee (the “Compensation Committee”), which held six meetings in 2020, assists the Board in the discharge of its responsibilities related to the compensation and benefits provided by the Company to its Chief Executive Officer (sometimes referred to herein as the “CEO”) and certain other executive officers, including members of the management Executive Committee, those with total annual target compensation of $1,000,000 or more, employees at the level of executive vice president or above, Section 16 officers and such other executive officers as recommended from time to time by management (collectively, “Executive Officers”) and to other employees. It makes various determinations with regard to management incentive plans, approves the Compensation Discussion and Analysis section in the Company’s proxy statement, makes recommendations to the Board regarding proposals relating to executive compensation intended for inclusion in the Company’s proxy statement, appoints members of senior management to have responsibility for the design and administration of employee benefit plans, makes recommendations to the Board with regard to the Company’s stock ownership guidelines, policies regarding hedging or pledging of the Company’s stock, reviews and approves the implementation or revision of the Company’s clawback policy, and oversees the Company’s response to developments affecting executive compensation.

 

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The Compensation Committee establishes the general compensation philosophy of the Company and oversees and approves the development, adoption and implementation of compensation policies and programs that function to attract, motivate and retain the Corporation’s executive talent and its leadership pipeline, and assesses whether such policies and programs establish appropriate incentives. The Compensation Committee recommends to the independent members of the Board for approval the compensation level, employment agreements and other severance agreements for the CEO, and sets the compensation level of the Executive Officers, recommending non-equity elements to the independent members of the Board for ratification, as well as approve employment agreements and other severance arrangements for Executive Officers. Effective as of May 1, 2021, on a biennial basis, or as desired by the Committee, it shall review and make recommendations to the Board regarding compensation of non-employee directors. The CEO’s compensation is recommended by the Compensation Committee after consultation with its compensation consultant. The Compensation Committee also has a standing Stock Award Committee that was established in May 2016 to delegate to the Company’s CEO the authority to award equity to select non-executive officer employees for critical retention, promotion or new hire purposes. Pursuant to its charter, the Compensation Committee may: (i) delegate the authority to interpret and make determinations for the administration of any plans and grants to senior management; (ii) delegate any of its duties to a subcommittee formed for the purpose of carrying out such duty or duties; and (iii) delegate the authority to establish a standing agenda to its Chairperson. The current members of the Compensation Committee are Messrs. O’Leary (Chairperson), Cloninger, and Fordyce, and Mses. Cameron, Crofton, Ellinger, and Hynes. All such members are independent in accordance with New York Stock Exchange listing standards.

Pursuant to its charter, the Compensation Committee is authorized to directly retain, compensate and oversee the work of compensation consultants. In 2020, the Compensation Committee engaged Meridian Compensation Partners as its independent compensation consultant. Meridian provided a variety of executive compensation consulting services, including evaluation and review of compensation trends, regulations, management’s recommendations regarding compensation levels and plan design, incentive plan performance target practices, incentive program design related to material risk-taking, recommendations on proper governance processes with respect to executive compensation and the provision of accurate and timely data for decision-making by the Compensation Committee. The Compensation Committee has engaged Meridian to provide similar services in 2021.

The Compensation Committee ensures that the Company’s compensation and human resource programs and practices, including corporate culture and diversity goals, programs and initiatives, are effectively designed to attract, retain and motivate a highly qualified and diverse work force in terms of race, gender and cultural backgrounds of individuals as well as management succession candidates. The Compensation Committee oversees, reviews and assesses, and make recommendations to the Board regarding the Company’s corporate culture and diversity and inclusion policies and performance.

In connection with the regular meetings of the Board and the various Board committees in March, on March 4, 2021, the Compensation Committee, the Nominating Committee and the Board approved modifications to the Compensation Committee charter to move primary responsibility for ESG matters to the Nominating Committee, and to rename the Compensation and Management Development Committee to the Compensation and Human Capital Committee.

Executive Committee

The Executive Committee, which did not meet in 2020, has most of the powers of the Board and can act when the Board is not in session. The current members of the Executive Committee are Mses. Cameron (Chairperson) and Crofton, and Messrs. Fernandez, Goudis, O’Leary and Riley.

Other Committees

From time to time, the Board may designate ad hoc committees to assist the Board in carrying out its responsibilities. During 2020, the following committees were in operation: the Capital Allocation Sub-Committee, the Strategy & Execution Sub-Committee and the CEO Search Committee. The Capital Allocation Sub-Committee was convened to assist the Board in discharging its oversight duties with respect to the development, implementation and execution of the Company’s capital allocation plan. It held 14 meetings in 2020 and its current members are Messrs. Riley (Chairperson), Cloninger, Goudis, and O’Leary, and Ms. Szostak. The CEO Search Committee was convened to identify and appoint the Company’s CEO upon the departure of former President and Chief Executive Officer Patricia A. Stitzel in November 2019. It held four meetings in 2020 and its members were Ms. Szostak (Chairperson), Messrs. Cloninger and O’Leary, and former director Joyce Roché, who retired from the Board in May 2020. Ms. Cameron was an ex officio member of all of these committees in her capacity as Non-Executive Chairman.

 

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Board Meetings and Annual Meeting of Shareholders and Directors’ Attendance

There were thirteen meetings of the full Board held in 2020. No incumbent director attended fewer than 75 percent of the aggregate number of meetings of the Board and committees on which such director served that were held during the period that such director served as a director or committee member. The Company’s corporate governance principles provide that directors should be available to attend scheduled and special Board and committee meetings, as well as the annual meeting of shareholders, on a consistent basis and in person. All of the Board’s directors, who were directors at the time, attended the annual meeting of shareholders in 2020.

Corporate Governance

The Board has established corporate governance principles, a code of conduct for its officers, employees and directors, a code of ethics for financial executives and charters for each of its three standing primary committees: Audit Committee, Nominating Committee, and Compensation Committee. These documents may be found on the Company’s website (www.tupperwarebrands.com) by clicking on “Investors,” selecting the “Corporate Governance” tab and then selecting “Governance Documents”. The code of conduct and code of ethics apply to the Company’s principal executive officer, principal financial officer and principal accounting officer, among others. The Company will, to the extent required by law or regulation, disclose on its website waivers of, or amendments to, its code of conduct or code of ethics, if and when there are any.

In addition, the Company has implemented written, telephonic and electronic means for interested parties to communicate directly with the Company’s compliance officers (the heads of its Finance, Law, Human Resources and Internal Audit functions) or with the non-employee members of the Company’s Board. Communications from interested parties to non-employee directors are routed to the chairperson of the Audit Committee, who then determines whether such communication shall be distributed to all non-employee directors, makes such distribution if so determined, and oversees the reaction to such communications by the Board, if appropriate. Instructions regarding the various means to communicate with the Company’s compliance officers and the non-employee members of the Company’s Board are located on the Company’s website (www.tupperwarebrands.com). The Board invites interested parties, including shareholders, to contact the Board or any of its individual members, including the Chairman, on any topic of interest through the online form available on the Company’s website (www.tupperwarebrands.com) in the Investors section under the Board of Directors tab on the Corporate Governance page, or in writing to the Board, c/o Tupperware Brands Corporation, Post Office Box 2353, Orlando, Florida 32802, USA. These avenues of communication are important in facilitating direct engagement with investors and other interested parties, and may be confidential and, if desired, anonymous. Communication may also be made telephonically via a confidential toll free hotline at 877-217-6220 in the United States and Canada or by calling collect to +1-770-582-5215 from all other locations. The hotline is staffed by multi-lingual professionals through an independent company.

Each regularly-scheduled meeting (and certain telephonic meetings) of the Board includes an executive session of non-employee members of the Board. The Non-Executive Chairman, Susan M. Cameron, acts as the chairperson of the executive sessions of the non-employee members of the Board. See “Board Leadership Structure” below for more information.

The Board has affirmatively determined that each of the following non-employee members of the Board who served during 2020 and year to date in 2021 (and each entity with which such person is affiliated) has no material relationship with the Company, taking into consideration all relevant facts and circumstances, including without limitation, commercial, industrial, banking, consulting, legal, accounting, charitable and familial relationships, and that each such member is independent, in accordance with New York Stock Exchange listing standards: Susan M. Cameron, Kriss Cloninger III, Meg Crofton, Deborah G. Ellinger, James H. Fordyce, Aedhmar Hynes, Timothy Minges, Christopher D. O’Leary, Richard T. Riley, Mauro Schnaidman and M. Anne Szostak. Mr. O’Leary was not independent while he served as Interim Chief Executive Officer of the Company from January to April 2020, and has recused himself from all deliberations of the Compensation Committee involving his executive compensation (including his 2020 AIP).

The Board maintains a retirement policy that applies to all directors. Directors shall retire from the Board upon the date of the annual meeting of shareholders following their attainment of age seventy-two (72) (age seventy-five (75) in the case of non-employee directors who first joined the Board prior to May 8, 2015) or, in the case of non-employee directors who first joined the Board on or after May 22, 2019, after completing fifteen (15) years of service on the Board, whichever comes first. Notwithstanding the foregoing, the Board may waive the retirement policy in its discretion. In addition, executive officers shall retire (from their office and from the Board) at the end of the month in which their sixty-fifth birthday occurs, unless the Board requests such executive officer remains in office beyond such date.

 

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Diversity

The Board values diversity as a factor in selecting members to nominate to serve on the Board, and believes that the diversity that exists in its composition provides significant benefit to the Company. Although there is no specific policy on diversity, the Nominating Committee takes various considerations into account in its selection criteria for new directors. Such considerations may include gender, race, national origin, functional background, executive or professional experience and international experience, among others. For example, consistent with the value placed on gender diversity by the Board, over 40% of the Company’s directors serving in 2020 and 40% of the current director nominees are women. See the “Summary Information about our Director Nominees” chart included in the Proxy Summary section above for more information.

Strategy and Risk Oversight

The Board participates actively in the development and approval of corporate and business strategy, both through regularly scheduled meetings, and throughout the year through ad hoc, direct and robust interaction with Company management. These discussions focus on the areas of greatest strategic importance to the Company, including but not limited to: global business model transformation planning, geographic expansion, new product introductions, brand enhancement, capital structure, and talent acquisition and management.

The Board also takes very seriously its involvement in risk oversight, which involves the Audit Committee, the Compensation Committee and the full Board. The Audit Committee receives materials from management on a quarterly basis to address the identification and status of major risks to the Company, including steps to mitigate risk. Enterprise risk management is a standing agenda item at each of its meetings. The Audit Committee also reviews the Company’s enterprise risk management process for the identification of and response to major risks. The Compensation Committee reviews compensation structures and programs to evaluate whether they encourage excessive risk taking for compensation purposes that could result in material adverse effects upon the Company. At each in-person, regularly scheduled meeting of the full Board, the major risks are identified to Board members, and the Chairman of the Audit Committee reports on the activities of that committee, including regarding risks. In addition, on an annual basis, the full Board receives a presentation by management regarding the enterprise risk management process, currently identified risks and associated responses to those risks. This process addresses all categories of risks facing the Company, including but not limited to: capital allocation and liquidity, leadership succession, the impact of the COVID-19 global pandemic, business strategy, transformation and change management, talent management, reputational risks, financial reporting and controls, tax and treasury, legal, regulatory and compliance issues and operations issues including supply chain, product development and cybersecurity.

The Company’s stock trading policy prohibits members of the Board and all employees from entering into hedging transactions that are intended to offset, in whole or in part, the economic risks associated with the ownership of Company stock. Types of hedging transactions prohibited under the Company’s stock trading policy, include, but are not limited to, selling short in Company securities and trading in exchange traded derivative instruments, such as puts, calls, spreads, straddles, etc. related to the Company’s securities. The Company’s stock trading policy also prohibits members of the Board and all employees from holding Company securities in a margin account or pledging Company securities as collateral for a loan without seeking pre-clearance from the Chief Legal Officer.

Board Leadership Structure

The Board annually evaluates its leadership structure, including whether the same individual should serve both as Chairman of the Board and Chief Executive Officer. If the same individual serves as both Chairman and CEO, or if the Chairman is otherwise not independent, the Board will select an independent Lead Director.

On March 11, 2020, the Board appointed Mr. Miguel Fernandez as President & Chief Executive Officer, effective April 6, 2020, and Mr. Richard Goudis as Executive Vice Chairman, effective March 12, 2020. Upon Mr. Fernandez commencing his role as President & Chief Executive Officer effective April 6, 2020, Mr. Christopher O’Leary stepped down from serving as Interim Chief Executive Officer, a position he held since November 2019, but continued to serve as a director of the Company. Mr. O’Leary, a recognized leader in the consumer packaged goods sector, first joined the Board in January 2019 as an independent director. Ms. Susan Cameron has served as Non-Executive Chairman since November 2019, after previously serving as Lead Director of the Company. Because the Non-Executive Chairman is independent, the Board presently does not have an independent Lead Director.

 

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In November 2019, Ms. Patricia Stitzel, who served as CEO, Chairman and a director of the Company, stepped down from her roles. At that time, the Board determined that it was in the best interest of the Company to separate the roles of Chairman and CEO to enable Ms. Cameron and Mr. O’Leary to focus on their new roles, particularly during this period of transition. Previously, in May 2019, the Board combined the roles of CEO and Chairman when Ms. Stitzel, who then served as CEO of the Company, was appointed to the additional role of Chairman. At that time, the Board determined that it was in the best interest of the Company to combine the roles of CEO and Chairman in order to provide for consistency in leadership. From May 2018 to May 2019, the Company separated the roles of CEO and Chairman, with Ms. Stitzel serving as CEO and Mr. E.V. (Rick) Goings serving as Executive Chairman.

The Board in its judgment has determined that the current leadership structure is in the best interest of the Company’s shareholders and employees to accelerate a successful turnaround and growth strategy. The Board will continue to evaluate its leadership structure and will determine whether continuing to separate the roles of Chairman and CEO is in the best interest of the Company and its shareholders based on circumstances existing at the time.

 

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Environmental, Social and Governance Highlights

Key Corporate Governance Features

 

Board Independence and Expertise		✓		All directors are independent other than the CEO and Executive Vice Chairman
		✓		Board consists of highly qualified, experienced and diverse directors with relevant expertise for overseeing our strategy and business
Board Committees		✓		Three primary Board committees composed entirely of independent directors: (1) Audit Committee, (2) Compensation Committee, and (3) Nominating Committee
		✓		Ad Hoc Committees as needed: Executive Committee, Capital Allocation Committee, and CEO Search Committee
Executive Sessions		✓		Directors hold regularly scheduled executive sessions, at which directors can discuss matters without management present
Board Oversight of Risk		✓		Risk oversight by full Board and committees
Board Oversight of Management Succession		✓		Board annually reviews and discusses succession plans for CEO and other key executives
		✓		2020 management changes included the appointment of a new CEO and Executive Vice Chairman
Board Self-Evaluation		✓		Board and each of its committees conduct an annual self-evaluation
Accountability		✓		In uncontested director elections, our directors are elected by a majority of the votes cast
		✓		Each share of common stock is entitled to one vote
		✓		Anti-hedging and anti-pledging policies covering all directors and employees
		✓		Claw-back policy covering compensation paid to executives
Stock Ownership Requirements		✓		Each director is required to hold Company stock at a value of 5x the annual cash retainer
		✓		The CEO and Executive Vice Chairman must hold Company stock at a value of 6x base salary
		✓		All other NEOs must hold Company stock at a value of 2x to 3x base salary
Open Lines of Communication		✓		Board promotes open and frank discussions with senior management
		✓		Directors have access to all members of management and other employees and are authorized to hire outside consultants or experts and to conduct independent investigations
		✓		Shareholders have direct access to non-employee directors
Board Refreshment		✓		The Nominating Committee regularly reviews the Board’s composition and future needs
		✓		Kriss Cloninger III, Aedhmar Hynes, and Mauro Schnaidman are retiring from the Board in May 2020
		✓		Deborah G. Ellinger, James H. Fordyce, and Timothy Minges were each appointed to the Board in March 2020, following a formal search process
		✓		Board retirement policy facilitates process of smooth turnover; individual directors will not stand for re-election after reaching the age of 72 years (75 years for non-employee directors who joined the Board prior to May 8, 2015) or after completing 15 years of service on the Board (such 15-year limit applicable only to non-employee directors first joining the Board on or after May 22, 2019), whichever comes first, subject to extension at the discretion of the Board

 

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Social and Environmental Sustainability Features

 

Focus on the Environment: No Time to Waste		✓		Our No Time To Waste strategy, developed in 2019, outlines our commitment to significantly reduce waste at every step of the lifecycle of our product – design, manufacturing and distribution, to consumption, recycling and recovery
		✓		We operate at high levels of efficiency and aim to optimize resource use in all our manufacturing plants around the world. Currently, we focus our attention in three areas in which we have the biggest impact: electricity consumption, water consumption and waste generation
		✓		Our environmental sustainability targets established in 2018 to achieve by 2025 in support of our priority impacts, including the following targets:   •   Zero waste to landfill in our plants   •   Reduce electricity, water and waste used by 20% per ton produced   •   Purchase or produce 30% of energy from renewable sources   •   All consumers will have the chance to return used Tupperware products   •   Introduction of new materials to our product portfolio under the ECO+ umbrella, materials made from recycled, renewable or sustainably sourced content   •   90% of all returned items will be turned into new, useful products and the remaining 10% will be responsibly disposed of   •   90% of Tupperware products will be recyclable   •   All Tupperware product packaging will be compostable or biodegradable, which will include eliminating the use of single-use plastic packaging   Given the challenges the global pandemic brought in 2020, the turnaround plan of the company under new leadership, and an enhanced commitment to nurturing a better future, we will be re-evaluating our targets and timelines in 2021 which will be published in next year’s report
		✓		In 2020, we published our ninth sustainability report reflecting the priority sustainability impacts of our business on stakeholders that were defined in a materiality assessment conducted in 2017. The report was prepared in accordance with the Global Reporting Initiative (GRI) Standards and for the first time, the Company reported against the Sustainability Accounting Standards Board (SASB) Standard for the containers & packaging industry in the resource transformation Sector
		✓		Recently, we were named to Newsweek’s list of America’s Most Responsible Companies 2021, a reflection of the Company’s enhanced commitment to Environmental, Social and Governance initiatives

To learn more about our environmental, social and governance efforts, in addition to the information described above, please refer to our current Sustainability Report on the Company’s website, by visiting www.tupperwarebrands.com/csr/sustainability/social-impact-reports.

 

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SECURITY OWNERSHIP OF MANAGEMENT

The following table sets forth the number of shares of the Company’s common stock beneficially owned as of March 8, 2021 by each director and nominee for election, by each of the executive officers named in the Summary Compensation Table and by all directors and executive officers of the Company as a group. Each of the following persons and members of the group had sole voting and investment power with respect to the shares shown unless otherwise indicated. No director or executive officer owned more than 1 percent of the Company’s common stock. All directors and executive officers as a group owned 2.19 percent of the Company’s common stock.

 

 

(1)

Includes stock options and restricted stock units granted under the Company’s 2010, 2016 and 2019 Incentive Plans, Inducement Awards, and the Director Stock Plan. Also includes the estimated number of shares of common stock that are expected to be paid (at the end of March 2021) in lieu of cash as fees under the 2019 Incentive Plan to directors for the first quarter of 2021 for those directors who so elected (Ms. Cameron – 1,000 shares, Mr. Cloninger – 500 shares, and Mr. Riley – 500 shares, using a hypothetical $25.00 share price). For the avoidance of doubt, this column does not include shares that may not be acquired within 60 days of March 8, 2021. Please refer to the table “Outstanding Equity Awards at Fiscal Year-End 2020” for the total number of shares or units of stock held by each Named Executive Officer that have not yet vested as of 2020 fiscal-year end.

 

(2)	Holders of restricted stock have the ability to vote such shares but do not have any investment power (i.e., the power to dispose or direct the disposition) with respect to such shares.

 

(3)	Mr. Hewett, the Company’s former President, Asia Pacific left Tupperware Brands Corporation on April 2, 2020.

 

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following table sets forth information with respect to any person who is known to be the beneficial owner of more than 5 percent of the Company’s common stock, which is the Company’s only class of outstanding voting securities, as of December 31, 2020.

 

 

(1)

Based upon a Schedule 13G/A filed on January 26, 2021. As of December 31, 2020, BlackRock, Inc. beneficially owns 7,522,008 shares of the Company’s common stock, with sole dispositive power with respect to 7,522,008 of such shares and sole voting power with respect to 7,424,843 of such shares, through the following subsidiaries: BlackRock Advisors, LLC; BlackRock Asset Management Canada Limited; BlackRock Investment Management (Australia) Limited; BlackRock (Netherlands) B.V.; BlackRock Fund Advisors (which itself holds 5% or greater of the Company’s common stock); BlackRock Asset Management Ireland Limited; BlackRock Institutional Trust Company, National Association; BlackRock Financial Management, Inc.; BlackRock Asset Management Schweiz AG; and BlackRock Investment Management, LLC.

 

(2)

Based upon a Schedule 13G/A filed on February 8, 2021. As of December 31, 2020, FMR Inc. beneficially owns 7,365,185 shares of the Company’s common stock, with sole dispositive power with respect to 552,909 of such shares and sole dispositive power with respect to 7,365,185 of such shares, through the following subsidiaries: Fidelity Institutional Asset Management Trust Company; Fidelity Management & Research Company LLC (which itself holds 5% or greater of the Company’s common stock); and Strategic Advisers LLC.

 

(3)

Based upon a Schedule 13G/A filed on February 10, 2021. As of December 31, 2020, The Vanguard Group, Inc. beneficially owns 3,499,560 shares of the Company’s common stock, through the following subsidiaries: Vanguard Asset Management, Limited; Vanguard Fiduciary Trust Company; Vanguard Global Advisors, LLC; Vanguard Group (Ireland) Limited; Vanguard Investments Australia Ltd; Vanguard Investments Canada Inc.; Vanguard Investments Hong Kong Limited; and Vanguard Investments UK, Limited. The Vanguard Group, Inc. has sole dispositive power with respect to 3,408,884of such shares, shared dispositive power with respect to 90,676 of such shares and shared voting power with respect to 50,399 of such shares.

 

(4)	Calculated based on 49,574,365 of the Company’s common stock outstanding as of the close of business on March 8, 2021, the record date for the 2021 annual meeting.

 

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EQUITY COMPENSATION PLAN INFORMATION

The following table provides information as of December 26, 2020 regarding the Company’s common stock that may be issued under equity compensation plans currently maintained by the Company:

 

 

(1)	The following plans have been approved by the Company’s shareholders and have outstanding awards or available shares: 2010 Incentive Plan, 2016 Incentive Plan, 2019 Incentive Plan and Director Stock Plan.

 

(2)	Includes shares subject to restricted stock units and shares expected to be issued under the Performance Share Program based upon forecasted performance.

 

(3)	Restricted stock, restricted stock units and performance share units have been excluded from the weighted-average exercise price.

 

(4)

Reflects equity awards issued pursuant to the Company’s Inducement Plan, effective April 8, 2020, which was adopted by the Board without requiring shareholder approval pursuant to New York Stock Exchange Listing Rule 303A.08. It also includes Inducement awards issued prior to the creation of the Inducement Plan described above, on March 12, 2020 to the Company’s newly hired Executive Vice Chairman, Mr. Goudis, and on April 6, 2020 to the Company’s newly hired Chief Executive Officer. These Inducement awards were also made without requiring shareholder approval pursuant to New York Stock Exchange Listing Rule 303A.08.

 

(5)	All remaining shares could be used for any form of equity awards.

TRANSACTIONS WITH RELATED PERSONS

Policy

The Board has adopted a written policy regarding the review, approval and ratification of transactions with related persons. Under this policy, any such transaction shall be subject to review, approval and (if applicable) ratification by (1) the CEO of the Company (unless he or she is the related person), and (2) the Audit Committee (or, if determined by the Audit Committee, by all of the independent directors of the Company). Transactions that are covered by this policy include all transactions that would be the subject of disclosure under applicable securities laws and regulations. The standard of review to be employed in such determinations is to take into consideration factors relevant to the transaction, such as the size of the transaction, the amount payable to, or by, the related person, the nature of the interest of the related person in the transaction, whether the transaction may involve a conflict of interest, and whether the transaction involves goods or services available to the Company from unaffiliated third parties with comparable terms and conditions.

Transaction

A foreign subsidiary of the Company has employed Ms. Kristina Goings, the daughter of a former Chairman, Chief Executive Officer, and director of the Company, for eighteen years. In fiscal year 2020, her total compensation package was 257,214 euros (approximately U.S. $280,237). This transaction was reviewed and approved in accordance with the Company’s policy on transactions with related persons.

 

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REPORT OF THE AUDIT AND FINANCE COMMITTEE

The Audit and Finance Committee of the Board (under this heading, the “Committee”) has reviewed and discussed with management the audited financial statements of the Company as of and for the year ended December 26, 2020, which management has represented to the Committee have been prepared in accordance with accounting principles generally accepted in the United States of America, and PricewaterhouseCoopers LLP, the Company’s independent registered public accounting firm, has concurred in such representation in its opinion relating to such audited financial statements. The Committee discussed with representatives of PricewaterhouseCoopers LLP the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the SEC. In addition, the Committee received from PricewaterhouseCoopers LLP the written disclosures and letter required by the applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Committee concerning independence, and has discussed with that firm its independence and considered whether the provision of non-audit services is compatible with maintaining such firm’s independence.

Management has responsibility for establishing and maintaining the Company’s internal control system and its financial reporting process, and PricewaterhouseCoopers LLP has responsibility for auditing the Company’s Consolidated Financial Statements and its internal control over financial reporting in accordance with the standards of the Public Company Accounting Oversight Board (United States) and issuing an audit report. The Committee monitors and oversees these processes.

Based upon the foregoing review, disclosures, representations, reports and discussions, the Committee recommended to the Board that the audited financial statements for the Company’s 2020 fiscal year be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 26, 2020.

Audit and Finance Committee

Richard T. Riley, Chairperson

Kriss Cloninger III

Mauro Schnaidman

M. Anne Szostak

 

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COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

EXECUTIVE COMPENSATION

Tupperware Brands Corporation is committed to maintaining a transparent executive compensation program, especially during turbulent times.

The following message from the Non-Executive Chairman of the Board highlights key aspects of our executive compensation program. A detailed discussion follows in the Compensation Discussion and Analysis (CD&A).

Message from the Non-Executive Chairman of the Board

Dear Shareholders,

Much better than expected is how we would summarize 2020. When the Board approved the annual targets in March 2020, the Company was in a period of significant change:

 

•

Top-line sales were in double digit decline for two consecutive quarters;

 

•

An Interim CEO had been in place since November 2019;

 

•

$77 million in cost savings had been identified;

 

•

Debt covenants were renegotiated in February to avoid being exceeded;

 

•

And this was all before the impact from COVID-19.

Miguel Fernandez and Rich Goudis joined our Company several weeks later. Our objective as a Board and Compensation Committee was to allow the new management team to onboard, deal with the immediate crisis of COVID-19, and begin the hard work of turning around the Company. We knew we would need to stand in support of management and to remain flexible. For example, the Board reduced its fees when senior leaders volunteered to reduce their salaries. We also eliminated the excess meeting fee provision for non-management directors, as it was “all hands-on deck”.

In the second and third quarters we observed that management was moving with decisiveness and lightning speed to not only deal with COVID-19 but also to drive its turnaround agenda. The growth strategies from the new three-year plan were starting to work, and management increased the annual cost savings target to $180 million.

By November, it was clear the Company was going to have a stronger than expected year and most importantly, that we had hired the right new leaders to take us forward. We adjusted the incentive program to better align with what was happening; the Company would return to both top-line and bottom-line growth, significantly improve its cost structure, re-finance its 2021 indebtedness, and accelerate the divestiture of non-core assets.

As you can see in the reported financials, the Company’s performance was much better than we expected at the beginning of the year. While we are still early in the turnaround and have more hard work to do, we feel particularly good about the Company’s new growth strategy and the management team.

 

 

Susan Cameron

Non-Executive Chairman, Tupperware Brands Corporation

 

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COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

Compensation Discussion and Analysis

This Compensation Discussion and Analysis describes our executive compensation philosophy and programs, the compensation decisions the Compensation and Human Capital Committee (for purposes of this Compensation Discussion and Analysis, the “Committee”) made under the program with respect to 2020, and the considerations in making those decisions with respect to 2020. Specifically, this Compensation Discussion and Analysis focuses on the compensation of the Company’s Named Executive Officers (“NEOs”) listed below, whose compensation is set forth in the 2020 Summary Compensation Table and other compensation tables contained in this proxy statement.

 

 

(1)	Mr. Wright ceased to be a Section 16 officer on October 12, 2020 upon his transition into the role of Executive Vice President, Product Innovation.

 

(2)	Mr. Hewett, the former Group President, Asia Pacific, left the Company on April 2, 2020.

Summary

Management Transition

During 2020, as part of the Company’s Turnaround Plan, the Company experienced a number of senior leadership changes. On March 11, 2020, the Board concluded its search for a new Chief Executive Officer and appointed Miguel Fernandez as President & Chief Executive Officer, effective April 6, 2020. Additionally, the Board appointed Richard Goudis as Executive Vice Chairman (“EVC”), effective March 12, 2020. Each of Messrs. Fernandez and Goudis also became a member of the Board on the effective date of his appointment. Upon Mr. Fernandez commencing his service as President & Chief Executive Officer, Mr. O’Leary stepped down after serving as Interim Chief Executive Officer since November 12, 2019. In addition, as part of the broad global leadership changes, on April 2, 2020, Mr. Hewett separated from the Company. Finally, as part of the ongoing evolution of the senior management team, on October 12, 2020, the Board appointed Ms. Harris to the new position of Chief Financial Officer & Chief Operating Officer and Mr. Wright to Executive Vice President, Product Innovation. Please see the section entitled “Management Transition Compensation Arrangements” for a discussion of the compensation arrangements entered into in connection with the 2020 management transitions.

2020 Business Results

The Company is a leading global consumer products company that designs innovative, functional, and environmentally responsible products. Founded in 1946, the Company’s signature container created the modern food storage category that revolutionized the way the world stores, serves, and prepares food. Today, this iconic brand has more than 8,500 functional design and utility patents for solution-oriented kitchen and home products. With a purpose to nurture a better future, the Company’s products are an alternative to single-use items. The Company distributes its products into nearly 80 countries primarily through approximately 3.2 million independent sales force members around the world. Worldwide, the Company engages in the marketing, manufacture, and sale of design-centric preparation, storage, and serving solutions for the kitchen and home through the Tupperware brand name and beauty products through the Fuller, NaturCare, Nutrimetics and Nuvo brands. Each brand manufactures and/or markets a broad line of high-quality products. The Company primarily uses a direct selling business model to distribute and market products,

 

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while continuing to expand digital platforms and business-to-business distribution channels. Through personal connections, product demonstrations, and understanding of consumer needs, the Company’s sales force members have been selling products to customers for over 75 years.

In approving compensation decisions with respect to 2020, the Committee considered a variety of factors: top line growth trends heading into 2020; pre-tax income; cost reduction actions associated with the Turnaround Plan; and liquidity in the form of the consolidated leverage ratio per the Company’s Credit Agreement. The Committee believes a focus on these metrics helps management create the right priorities to increase returns to shareholders. The Company’s most recent financial performance, highlighted below, reflects a significant turnaround in top line revenue growth and bottom-line profitability from the Company’s performance trends in recent years:

 

•

Sales – $1.740 billion, a 3% decrease from 2019 (an increase of 3% after adjusting for foreign currency)

 

•

Pre-tax Income – $212 million, a 105% increase from 2019, reflects the successful execution of a $192.5 million gross cost reduction program, exceeding the original $77 million goal, in 2020

2020 Say-On-Pay Results

In May 2020, for the seventh year in a row, shareholders overwhelmingly approved the Company’s non-binding advisory vote on executive compensation, with approximately 90% of the votes cast in support of the proposal. Both the Committee and the Company’s senior leadership team appreciated the multi-year shareholder support of “say-on-pay” and viewed such support as an endorsement of the Company’s executive compensation program. While no changes were made in direct response to the 2020 “say-on-pay” vote, the Committee has made several changes to the Company’s executive compensation program to further align the program with market practices and in response to the COVID-19 pandemic.

Specifically, the Committee modified the Company’s form of change-in-control agreements effective for all executive officers on May 19, 2020, which, among other items, eliminated the continuation of perquisites post-termination under the terms of the agreements, and any change-in-control related excise taxes. These changes are discussed in more detail later in this Compensation Discussion and Analysis.

2020-2021 Shareholder Outreach

The Company, led by management, regularly attempts to engage its larger shareholders in outreach meetings. The Company typically targets holders, in the aggregate, of greater than 60% of the Company’s common stock. The intent of these meetings is to (i) discuss investor philosophies on compensation programs in order to consider their perspectives when designing the Company’s executive compensation program, (ii) review any recent changes made to the Company’s executive compensation program, (iii) answer questions or address concerns raised with respect to the Company’s executive compensation program and any other aspect of the Company’s business or governance, and (iv) review ESG metrics and milestones achieved in the most recent reporting period.

 

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Executive Compensation Design & Governance Best Practices

The Committee has implemented executive compensation design and governance practices consistent with leading and best market practices, as illustrated in the following table:

 

		✓		Design compensation program to align total pay with achievement of Company performance goals
		✓		Emphasize equity-based compensation for all NEOs, thereby aligning NEOs’ interests with those of our shareholders
		✓		Use a three-year performance period for performance-based long-term equity incentives
		✓		Design incentives using multiple measures, designed to measure key elements of the Company’s performance and increase line-of-sight influence by operating management
		✓		Maintain maximum payout caps under annual and long-term incentive programs
		✓		Set competitive pay levels in consideration of peer group practices
What we do		✓		Evaluate appropriateness of peer group on an annual basis
		✓		Design compensation program to mitigate excessive risk
		✓		Require ‘double-trigger’ change-in-control for cash severance and equity acceleration
		✓		Maintain director and executive officer stock ownership requirements
		✓		Maintain an Anti-Hedging & Anti-Pledging Policy
		✓		Maintain a Clawback Policy
		✓		Review CEO succession planning process annually
		✓		Use an independent consultant retained directly by the Committee
		O		Provide change-in-control excise tax gross-ups for any executives
		O		Grant stock options with an exercise price less than market value on grant date
What we		O		Reprice stock option awards
don’t do		O		Reload exercised stock option grants
		O		Maintain evergreen provisions in long-term incentive plans
		O		Pay accrued dividends or dividend equivalents unless and until the underlying equity awards vest
		O		Provide automatic, annual increases in executive salaries

 

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Executive Compensation Philosophy

Attract, Retain and Motivate the Company’s Key Leadership

The Company’s executive compensation program focuses on attracting, retaining and motivating high-performing, successful leaders while incenting both short- and long-term Company performance through a balanced mix of compensation vehicles. The elements comprising the total pay package are designed considering practices of competitors and benchmarking against the pay levels within the compensation peer group (as discussed below under the headings “Peer Group & Compensation Benchmarking” and “Pay Positioning for Executive Officers”). The Committee strives to provide incentive programs that align management compensation with long-term shareholder value creation, with consideration of risk created while implementing the Company’s business strategies.

 

 

In addition, the Company selectively grants stock-based awards for critical retention purposes, upon an employee’s initial hire or promotion to an executive officer role or to reward performance.

Role of the Committee in Compensation Decisions

The Committee is responsible for establishing, overseeing and determining all compensation arrangements for executive officers of the Company, including each of the NEOs and Section 16 officers. As discussed above under “Board Committees,” the Committee also works closely with its independent compensation consultant, Meridian Compensation Partners, LLC, to develop the market-based compensation arrangements for the Company’s officers.

The compensation of the CEO and EVC is determined by recommendation of the Committee in consultation with the Committee’s independent compensation consultant, and is subject to approval by the independent directors of the full Board. Recommendations for compensation of executive officers other than the CEO and EVC are made to the Committee by management, including discussion on individual performance by the CEO, in consultation with the Committee’s compensation consultant. The Committee, in consideration of the Company’s objectives, reviews incentive programs for all executive officers. Based on this review, the Committee approves base salary, annual incentive opportunities and equity awards, and recommends for ratification by the independent directors of the full Board, cash-based elements for all executive officers, including the NEOs.

All compensation decisions are influenced by both market-based factors, such as peer group compensation practices, and non-market-based factors, such as company and individual performance, NEO leadership, scope of role, tenure and experience, and retention. The Committee reviews a total compensation summary that provides a complete picture of each executive’s current target and realizable compensation relative to the market data.

Peer Group & Compensation Benchmarking

Beginning in 2020, generally the Company benchmarked each executive officer’s compensation directly against the Company’s peer group, as one factor used to determine appropriate compensation levels and pay mix for the Company’s executive officers. Because of the differences in size among peer group companies, regression analysis was used for estimating market compensation levels and then, in using the regressed data, the Company established a composite market pay level for each executive role. The Committee includes multiple data sources to mitigate year-over-year fluctuations from any single source and promote greater consistency in the compensation planning process.

 

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The Company’s compensation peer group consists of public companies that were selected by the Committee, in consultation with its independent compensation consultant, based on similarities in operational focus, industry, and complexity (as measured by revenue, percentage of revenue outside the United States and, to a lesser extent, equity market capitalization). The Committee reviews compensation peer group companies annually for continued appropriateness.

The 2020 compensation peer group includes companies that:

 

•

market product lines in household durables and nondurables, personal products (including beauty) and consumer goods (including plastic products);

 

•

operate using direct–to-consumer and network marketing distribution methods; or

 

•

market globally branded products in the consumer packaging categories of food and beverage.

For the 2020 compensation peer group, the Committee added Energizer Holdings, Inc. and Helen of Troy Limited, because these companies are similar to the Company in terms of brand focus and revenue size. The 2020 compensation peer group consisted of the following companies, categorized by industry:

 

		Consumer Products & Packaging		•  AptarGroup, Inc.		•  Energizer Holdings, Inc.
				•  Church & Dwight Co., Inc.		•  Helen of Troy Limited
				•  The Clorox Co.		•  Ralph Lauren Corporation
				•  Columbia Sportswear Company   •  Edgewell Personal Care Company		•  Tiffany & Co.   •  Williams-Sonoma, Inc.
		Beauty Companies		•  Avon Products, Inc.(1)		•  Revlon, Inc.
				•  Coty, Inc.
		Direct-to-Consumer &  Network Marketing		•  Herbalife Nutrition Ltd.		•  Nu Skin Enterprises, Inc.
		Food and Beverage		•  Brown-Forman Corp.		•  McCormick & Company, Inc.
				•  The Hain Celestial Group, Inc.

 

(1)	Also operates in the “Direct-to-Consumer & Network Marketing” category of the peer group.

During its annual review of the peer group in preparation for 2021 compensation decision-making, the Committee removed Avon Products, Inc. due to its merger with Natura & Co.

Pay Positioning for Executive Officers

When making compensation decisions, the Committee considers market-based data described above on base salary, target annual incentive opportunity and long-term equity incentive opportunity for each of the Company’s executive officer positions separately, as well as the individual performance of each executive officer. In general, the Committee compares the NEOs’ compensation to the 50^th percentile of the market-based data. For all pay elements other than base salary, actual compensation is contingent upon either the successful completion of performance goals or the Company’s stock price, and can fluctuate above or below the 50^th percentile of market. Gains from past incentives are not factored into the establishment of target compensation nor are other remuneration programs, such as for retirement.

 

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Elements of Officer Direct Compensation

In line with the Company’s philosophy to attract and retain talented individuals to further the interests of the Company and its shareholders, executive officers are compensated through various compensation elements that include a balance of short-, mid- and long-term focus. Target compensation for executive officers includes base salary, target annual incentive awards and long-term equity awards, and the weighting of an executive officer’s total compensation on long-term equity increases the more senior they are in the organization.

Base Salary

The Committee believes that annual base salary is important to attracting and retaining talented employees by providing a fixed level of income. In general, each of the Company’s executive officer roles is benchmarked to market as discussed above under “Peer Group & Compensation Benchmarking” and “Pay Positioning for Executive Officers.” When determining base salary levels, the Committee considers benchmark pay, the salary increase target for the Company overall, the executive officer’s performance in the previous year, scope and complexity of role, internal equity amongst leaders of similar responsibility within the Company, experience and tenure related to their respective responsibilities, total direct compensation (base salary plus short- and long-term incentive targets described below) and, in the case of new appointments, the compensation received by the NEO’s predecessor at the Company and from the NEO’s prior employer.

At the beginning of 2020, the Committee did not adjust the base salaries for any of the then-serving NEOs. However, in connection with expanded roles and, based on the factors described above, the Committee approved base salary increases for Ms. Harris and Mr. Wright. In particular, in connection with Ms. Harris’ promotion to CFO & COO, the Committee considered, among other things, the increased responsibilities of performing two executive officer functions and comparison against peer data for such positions. In addition, in light of the COVID-19 pandemic, Messrs. Fernandez, Goudis, Cuesta and Wright accepted a salary reduction of 20% for the second quarter of 2020.

The following table sets forth the annualized 2020 and 2019 base salaries for each NEO and the percentage change in base salary, if applicable. The amounts reported in the table below do not reflect the salary reductions agreed to by Messrs. Fernandez, Goudis, Cuesta and Wright during the year.

 

 

(1)	Base salaries are reported on an annualized basis.

 

(2)

Messrs. Fernandez, Goudis and Cuesta joined the Company in 2020 and, therefore, did not receive a base salary in 2019. In establishing the initial base salaries for Messrs. Fernandez, Goudis and Cuesta, the Committee considered market data, internal pay equity and, for Mr. Fernandez, the compensation received by the executive officer’s predecessor at the Company.

 

(3)	The Committee approved a 30.0% increase in base salary for Ms. Harris in connection with her promotion to CFO & COO and elimination of the car allowance perquisite.

 

(4)	The Committee approved an 8.57% increase in base salary for Mr. Wright in connection with his expansion of responsibilities in April 2020 and elimination of the car allowance perquisite.

 

(5)	Mr. Hewett’s base salary was paid in Singapore dollars and has been converted to U.S. dollars using the 2020 year-end exchange rate of 0.76 Singapore dollars per U.S. dollar.

 

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Annual Incentive Program

Program Design

The Annual Incentive Program (the “AIP”) is a broad-based program emphasizing pay-for-performance by rewarding approximately 250 key-management participants, including each of the continuing NEOs, for achievement of short-term (annual) financial goals. Under the AIP, each NEO is assigned a line-of-sight target opportunity, expressed as a percentage of year-end base salary. Based on the level of achieved performance, payouts under the AIP may range from 0%, for achievement below threshold goals, up to a maximum of 200% of target opportunity for achievement of 110% of goals. The 2020 AIP rewarded our NEOs for the achievement of growth in local currency sales and achievement of significant cost reduction and liquidity goals to improve financial flexibility.

Target goal achievement results in a payout equal to 100% of target opportunity, with straight-line interpolation calculated for achievement between threshold (50%), target (100%) and maximum results (200%).

The Mission Critical Bonus Program, approved by the Committee in February, was an additional cash incentive program designed to reward successful implementation of strategic goals, including revenue growth, cost reductions, and improved profitability in excess of the AIP goals. Participation was highly selective, identifying associates who were key drivers of the execution of the endorsed deliverables, including Mses. Harris and Sheehan and Messrs. Wright and Hewett. The program was cancelled in May, when goals were incorporated into the revised AIP metrics discussed below under “AIP Goals and Results.”

2020 Individual Targets

In setting each NEO’s target opportunity, the Committee considered each NEO’s role and responsibility and market benchmark data as described above under “Peer Group & Compensation Benchmarking” and “Pay Positioning for Executive Officers.” The following table sets forth the 2020 and 2019 AIP target opportunities, expressed as a percentage of year-end base salary, for each NEO.

 

 

(1)	2020 AIP payout was pro-rated based on time worked during the year. The target opportunities for Messrs. Fernandez, Goudis and Cuesta were determined based on a review of market data, internal pay equity and the compensation paid to the Company’s predecessors, where applicable.

 

(2)	Mr. O’Leary’s payout was prorated to reflect the number of weeks he served as Interim CEO from November 12, 2019 to April 5, 2020, based on his employment agreement, and calculated based on results during the 2020 performance period.

 

(3)

The Committee approved an increase in AIP target percentage for Ms. Harris in connection with her promotion to CFO & COO in October 2020. Ms. Harris was eligible for a target bonus equal to 75% of year-end base salary for the period from January 1, 2020 through October 11, 2020 (through the date of her promotion to COO), and 85% of year-end base salary for the remainder of the 2020 year to reflect the adjustment to her target opportunity at the time she assumed the additional role of COO.

 

(4)	The Committee approved an increase in AIP target percentage for Mr. Wright in connection with his expansion of responsibilities in April 2020.

 

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2020 AIP Goals & Results

The Committee established initial 2020 AIP goals in early March 2020 based upon the operating performance trends that the Company was experiencing in late 2019. Under this program, payouts were to be determined based on income before taxes, local currency sales and cash flows, weighted 50%, 25%, and 25%, respectively, and with payouts ranging from 0% to 200% of target. Due to the uncertain impact of COVID-19 and other matters on business operations related to the Company’s Turnaround Plan, the Committee revised the initially approved 2020 AIP performance measures and goals during the fiscal year as shown in the below table.

 

 

(1)	In November 2020, the Committee determined that 2020 sales results would be adjusted following the conclusion of the year for the estimated impact of COVID-19, as further described below.

 

(2)

In connection with the revisions to the 2020 AIP in May 2020, the Committee reduced the potential payout curve from 50%, 100% and 200% for threshold, target and maximum performance to 25%, 50% and 100% for threshold (sales only), target and maximum performance, respectively. As the year progressed and based on the Company’s execution against the Turnaround Plan, in November 2020, the Committee reverted to the original payout formula established in March 2020 and also approved threshold and maximum performance goals that were -5% to +10% of the performance targets, respectively.

Consistent with its past practice, the Committee approved the initial performance measures and goals in early March 2020, prior to the onset, global impact, and uncertainty, of the COVID-19 pandemic. The Committee believed at the time that the financial objectives were set with realistic performance targets given the Company’s operating trends in the second half of 2019. The Committee believed the initial AIP targets were rigorous yet achievable and aligned with the Company’s operating plan for 2020. The performance goals established in March for the Company-wide measures represented a 24.6% local currency increase in consolidated income before taxes and a 3.7% decrease in local currency sales from 2019 for target achievement and funding at 100%. In May 2020, given the early onset of, and outlook for an adverse impact from the pandemic, management updated, and the Committee approved revised performance goals for 2020.    

Entering into the second quarter of 2020, the Company encountered an unprecedented number of events in the Company’s history, including the COVID-19 pandemic, challenges with respect to the Company’s liquidity, going concern disclosure related to the Company’s June 2021 debt obligations under its senior notes, along with the commencement of a 3-year Turnaround Plan encompassing an almost entirely new leadership team, and the priority of the Company’s new leadership on overall turnaround efforts. In light of these unprecedented events, management and the Committee continued to reassess the overall structure, goals and metrics for the 2020 AIP, with a view towards balancing the change in focus of management on liquidity and implementing the Turnaround Plan, while also taking into account the impact of the global COVID-19 pandemic and good corporate governance practices.

In May 2020, the Committee approved a revised consolidated net sales target reflecting a decline of 13% vs. 2019, but the Committee limited the bonus funding to just 50% of the executives’ target bonus percentage as they believed it would not be aligned with shareholder’s interests to pay full bonuses for a double digit decline in net sales, although such net sales goal was deemed at the time to be a challenging goal requiring the cross-functional efforts of our executive officers. Additionally, given an increasing issue with liquidity, management recommended, and the Committee approved, cost reductions and liquidity metrics, replacing consolidated income before taxes, or unit income

 

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before taxes where applicable, and cash flow, to reward improvements in liquidity for the Company. As a result of the confluence of the foregoing events, in May 2020 the Committee replaced the initially approved performance measures with the following performance measures and goals:

 

•

Local currency sales accounted for 50% of the total annual award

 

•

Cost reductions accounted for 30% of the total annual award

 

•

Liquidity accounted for 20% of the total annual reward (5% target payout opportunity per quarter)

For NEOs who held globally focused positions, 2020 AIP performance measures were based entirely on Company-wide measures of local currency net sales, cost reductions and liquidity. For NEOs who were group presidents, 2020 AIP performance measures were based on the applicable group’s local currency sales, cost reductions and liquidity results. The quarterly liquidity measure included a unique incentive, to create a sense of urgency, whereby the business unit would be eligible for a quarterly payout based on achievement of corporate liquidity goals if that business unit achieved its quarterly unit target goal for sales and/or cost reductions. If a business unit achieved the quarterly sales goal but not the quarterly cost reduction goal or vice versa, the business unit would only be eligible for 50% of the liquidity quarterly payout. If a business unit did not achieve either quarterly goal, no liquidity payout would be earned in the applicable quarter.

The Committee believes that focusing management on the above financial metrics further positions the Company for long-term success and was an appropriate and thoughtful response to the unknown impact that COVID-19 would have on business operations and the rapidly changing business conditions reflecting the Company’s new Turnaround Plan.

In November, based upon improvements in operating results in the second and third quarters, management recommended, and the Committee approved, a revised slope of bonus funding to reward dramatically improved performance in an extremely challenging environment. Under the revised payout opportunity, 50% funding was achieved at 95% of target, 100% funding was achieved by meeting target and funding could be maximized at 200% by exceeding the financial targets by more than 10% for all metrics, with varying payouts if achievement is between two adjacent goals as discussed further below.

The following tables illustrate each of the final measures used for NEO AIP awards in 2020, indicating the 2020 threshold, target and maximum goals in absolute dollars, where applicable, and the actual 2020 achievement and the measure’s payout factor. For sales and cost reductions measures, the payout factor is calculated using straight-line interpolation of the actual result between two adjacent goals. As discussed above, for liquidity, a business unit would be eligible for payout based on achievement of corporate liquidity goals if that business unit achieved its quarterly unit target goal for sales and/or cost reductions. If a business unit achieved the quarterly sales goal but not the quarterly cost reduction goal or vice versa, the business unit would only be eligible for 50% of the liquidity performance payout. If a business unit did not achieve either quarterly goal, no liquidity payout would be earned.

Annual Measures

 

		Area of Responsibility / Measure(1),(2)		2020 Threshold Goal ($M)				2020 Target Goal ($M)				2020 Maximum Goal ($M)				2020 Actual Result ($M)				2020 Payout Factor (% of Target)
		Company
		Local Currency Sales		$	1,341.9			$	1,412.5			$	1,553.8			$	1,745.2				200	%
		Cost Reductions		$	73.2			$	77.0			$	84.7			$	192.5				200	%

 

(1)

The Company measures its AIP achievement at the same currency exchange rates at which the goals are set.

 

(2)

Mr. Hewett received a payout under the 2020 AIP based on local currency sales and cost reductions in the Asia Pacific Group, China, Australia & New Zealand, with the following metrics:

 

•

Local currency sales – $488.9M (threshold), $514.6M (target), $566.1M (maximum), $545.4M (actual), and a payout factor of 159.8% of target

 

•

Cost reductions – $18.5M (threshold), $19.5M (target), $21.4M (maximum), $59.7M (actual), and a payout factor of 200% of target

 

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