PAY VERSUS PERFORMANCE TABLE


Year (a)	Summary Compensation Table (“SCT”) Total for PEO 1 ( Peterson ) (b-1)($)		SCT Total for PEO 2 (Saligram) (b-2 )($)		Compensation Actually Paid (“CAP”) to PEO 1 (Peterson) (c-1)($)(1)(2)		CAP to PEO 2 (Saligram) (c-2) ($)(1 )(2)		Average SCT Total for Non- PEO NEOs (d)($)		Average CAP to Non-PEO NEOs (e)($) (1)(2)		Value of Initial Fixed $100 Investment Based on: ($)				Net Income (h)($M)(4)		Company Selected Measure - Adjusted Operating Cash Flow (i)($M)(5)
Year (a)			SCT Total for PEO 2 (Saligram) (b-2 )($)				CAP to PEO 2 (Saligram) (c-2) ($)(1 )(2)		Average SCT Total for Non- PEO NEOs (d)($)		Average CAP to Non-PEO NEOs (e)($) (1)(2)		Total Shareholder Return (f)(3)		Peer Group Total Shareholder Return (g)(3)		Net Income (h)($M)(4)


2023		25,536,707		4,514,209		23,276,353		2,060,879		7,954,497		7,409,536		54		141		(388)		979
2022		—		10,296,665		—		(7,272,680)		3,046,371		(1,339,606)		78		124		197		(203)

2021		—		11,438,798		—		16,404,598		3,798,238		4,456,426		125		162		622		884
2020		—		9,804,500		—		11,542,086		3,746,444		4,184,661		117		133		(766)		1,435

(1)

Mr. Peterson (“

PEO 1

”) served as our principal executive officer (“

PEO

”) from May 16, 2023 through the end of 2023. Mr. Saligram (“

PEO 2

”) served as our PEO from January 1, 2023 until May 16, 2023 and for the full year for each of 2022, 2021 and 2020. For 2023, our

non-PEO

NEOs included Messrs. Erceg, Turner and McDermott and Ms. Malkoski. For 2022, our

non-PEO

NEOs included Messrs. Peterson, Turner and McDermott and Ms. Malkoski. For 2021, our

non-PEO

NEOs included Messrs. Peterson and Turner, Michal Geller and Laurel Hurd. For 2020, our

non-PEO

NEOs included Messrs. Peterson and Turner, Mses. Hurd and Malkoski and David Hammer.

(2)	The amounts presented in these columns are inclusive of PRSUs, which reflect management’s estimate of performance against their respective targets at each applicable year-end. The fair value of TRSUs was calculated based on a 100% payout assumption.

The fair value of stock options reported for Compensation Actually Paid purposes was estimated using a Black-Scholes option pricing model and used both historical data and current market data to estimate the fair value of options and required several assumptions. The assumptions used in estimating fair value for awards granted during 2020-2023 were as follows:


Grant Year	2023		2022		2021		2020


Volatility		45.1%		44.5 – 46.0%		43.8 – 44.1%		43.9%
Expected life (in years)		5.4 years		4.9 –5.4 years		4.3 –4.8 years		4.2 years
Expected dividend yield		4.2%		4.2 – 4.9%		4.2 –4.8%		4.8%
Risk-free rate		3.8%		3.4 – 4.0%		3.9 –4.1%		4.1%

For 2023, the values included in this column for the compensation actually

paid

to PEO 1, PEO 2, and the average compensation actually paid to our

Non-PEO

NEOs reflect the following adjustments to the values included in column

(b-1),

column

(b-2)

and column (d), respectively:


	PEO 1		PEO 2		Non-PEO NEOs (Average)

Summary Compensation Table Total		$25,536,707		$4,514,209		$7,954,497
- aggregate change in actuarial present value of accumulated pension benefits under all defined benefit and actuarial pension plans reported in the SCT		$0		$0		$0
+ service cost of pension benefits		$0		$0		$0
+ prior service cost of pension benefits		$0		$0		$0
- SCT Stock Awards column value		$(22,612,298)		$(3,129,877)		$(5,797,156)
- SCT Option Awards column value		$(0)		$(0)		$(356,159)
+ fair value as of year-end of all equity awards granted in the covered fiscal year that are outstanding and unvested as of the end of the covered fiscal year		$20,919,717		$1,759,201		$5,744,523
+/- amount equal to the change as of the end of the covered fiscal year (from the end of the prior fiscal year) in fair value of equity awards granted in any prior fiscal year that are outstanding and unvested as of the end of the covered fiscal year		$(795,337)		$(1,508,999)		$(199,615)
+ for awards granted and vesting in the same fiscal year, vesting date fair value		$0		$0		$0
+/- amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value of any awards granted in prior fiscal years for which all applicable vesting conditions were met at the end of the covered fiscal year		$227,564		$426,345		$63,446
- for any awards granted in any prior fiscal year that fail to meet the applicable vesting conditions during the covered fiscal year, amount equal to the fair value at the end of prior fiscal year		$0		$0		$0
+ dollar value of dividends or other earnings paid on equity awards in the covered fiscal year prior to the vesting date not otherwise included in total compensation for the covered fiscal year		$0		$0		$0
+ excess fair value for option/SAR award modifications		$0		$0		$0
Compensation Actually Paid		$23,276,353		$2,060,879		$7,409,536

(3)

For each of 2023, 2022, 2021 and 2020, total shareholder return for the Company and the peer group was calculated as the yearly percentage change in cumulative total shareholder return based on a deemed fixed investment of $100 at market close on December 31, 2019. The yearly percentage change in cumulative total shareholder return was measured as the quotient of (a) the sum of (i) the cumulative amount of dividends per share for the period from December 31, 2019 through and including the last day of the covered fiscal year (the “

Measurement Period

”), assuming dividend reinvestment, plus (ii) the difference between stock price per share at the end and the beginning of the Measurement Period, divided by (b) stock price per share at the beginning of the Measurement Period. For purposes of this pay versus performance disclosure, our peer group is the Dow Jones Consumer Goods Index (the “

Peer Group

”).

Because fiscal years are presented in the table in reverse chronological order (from top to bottom), the table should be read from bottom to top for purposes of understanding cumulative returns over time.

(4)	Net Income . The net income figures reported here represent GAAP net income.

(5)

Adjusted Operating Cash Flow

. Adjusted operating cash flow is the Company’s publicly reported operating cash flow, excluding the impact of tax payments associated with the sale of a business unit or line of business; expenditures associated with the acquisition, divestiture or integration of business units or lines of business; and other unanticipated extraordinary,

non-budgeted

cash expenditures as determined by the Committee, which in 2023 included an unplanned indirect tax payment for prior periods by a

non-U.S.

subsidiary, resulting from a judicial ruling. Adjusted Operating Cash Flow includes disposal proceeds for ordinary course and restructuring related asset sales.

Named Executive Officers, Footnote

For 2023, our

non-PEO

NEOs included Messrs. Erceg, Turner and McDermott and Ms. Malkoski. For 2022, our

non-PEO

NEOs included Messrs. Peterson, Turner and McDermott and Ms. Malkoski. For 2021, our

non-PEO

NEOs included Messrs. Peterson and Turner, Michal Geller and Laurel Hurd. For 2020, our

non-PEO

NEOs included Messrs. Peterson and Turner, Mses. Hurd and Malkoski and David Hammer.

Adjustment To PEO Compensation, Footnote

(2)	The amounts presented in these columns are inclusive of PRSUs, which reflect management’s estimate of performance against their respective targets at each applicable year-end. The fair value of TRSUs was calculated based on a 100% payout assumption.

The fair value of stock options reported for Compensation Actually Paid purposes was estimated using a Black-Scholes option pricing model and used both historical data and current market data to estimate the fair value of options and required several assumptions. The assumptions used in estimating fair value for awards granted during 2020-2023 were as follows:


Grant Year	2023		2022		2021		2020


Volatility		45.1%		44.5 – 46.0%		43.8 – 44.1%		43.9%
Expected life (in years)		5.4 years		4.9 –5.4 years		4.3 –4.8 years		4.2 years
Expected dividend yield		4.2%		4.2 – 4.9%		4.2 –4.8%		4.8%
Risk-free rate		3.8%		3.4 – 4.0%		3.9 –4.1%		4.1%

For 2023, the values included in this column for the compensation actually

paid

to PEO 1, PEO 2, and the average compensation actually paid to our

Non-PEO

NEOs reflect the following adjustments to the values included in column

(b-1),

column

(b-2)

and column (d), respectively:


	PEO 1		PEO 2		Non-PEO NEOs (Average)

Summary Compensation Table Total		$25,536,707		$4,514,209		$7,954,497
- aggregate change in actuarial present value of accumulated pension benefits under all defined benefit and actuarial pension plans reported in the SCT		$0		$0		$0
+ service cost of pension benefits		$0		$0		$0
+ prior service cost of pension benefits		$0		$0		$0
- SCT Stock Awards column value		$(22,612,298)		$(3,129,877)		$(5,797,156)
- SCT Option Awards column value		$(0)		$(0)		$(356,159)
+ fair value as of year-end of all equity awards granted in the covered fiscal year that are outstanding and unvested as of the end of the covered fiscal year		$20,919,717		$1,759,201		$5,744,523
+/- amount equal to the change as of the end of the covered fiscal year (from the end of the prior fiscal year) in fair value of equity awards granted in any prior fiscal year that are outstanding and unvested as of the end of the covered fiscal year		$(795,337)		$(1,508,999)		$(199,615)
+ for awards granted and vesting in the same fiscal year, vesting date fair value		$0		$0		$0
+/- amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value of any awards granted in prior fiscal years for which all applicable vesting conditions were met at the end of the covered fiscal year		$227,564		$426,345		$63,446
- for any awards granted in any prior fiscal year that fail to meet the applicable vesting conditions during the covered fiscal year, amount equal to the fair value at the end of prior fiscal year		$0		$0		$0
+ dollar value of dividends or other earnings paid on equity awards in the covered fiscal year prior to the vesting date not otherwise included in total compensation for the covered fiscal year		$0		$0		$0
+ excess fair value for option/SAR award modifications		$0		$0		$0
Compensation Actually Paid		$23,276,353		$2,060,879		$7,409,536

Non-PEO NEO Average Compensation Actually Paid Amount

$ 7,409,536

(1,339,606)

4,456,426

4,184,661

Compensation Actually Paid vs. Total Shareholder Return

Compensation Actually Paid vs. Company Selected Measure

Tabular List, Table

Tabular List.

The following table lists the five financial performance measures that we believe represent the

most

important financial performance measures we use to link compensation actually paid to our NEOs for fiscal 2023 to our performance:

Tabular List of Financial Performance Measures

Ø

Adjusted Operating Cash Flow (See above)

Ø

Adjusted EPS (1)

Ø

Adjusted Gross Margin (2)

Ø

Core Sales Growth (3)

Ø

Free Cash Flow Productivity (4)

(1)	Adjusted Earnings Per Share (“ EPS ”) . Adjusted earnings per share is the Company’s reported earnings per share, excluding the impact of charges which the Company normalizes for public reporting.

(2)

Adjusted Gross Margin

.

Adjusted gross margin for the total Company is the reported gross margin percentage using actual foreign exchange rates, excluding items excluded from the adjusted EPS calculation. Adjusted gross margin for a segment is gross margin percentage using budgeted

foreign

exchange rates, excluding items excluded from the adjusted EPS calculation. Foreign currency transaction gains or losses are included in the calculation of adjusted gross margin.

(3)

Core Sales Growth

.

Core sales growth is calculated on the same basis as the Company’s publicly reported metric and excludes the impact of divestitures, discontinued operations, acquisitions, retail store openings and closures, foreign currency exchange, and all business/market exits and other items excluded from publicly reported core sales.

(4)

Free Cash Flow Productivity

.

Free Cash Flow Productivity is calculated as free cash flow divided by adjusted net income for the relevant

one-year

period, expressed as a percentage. “Free cash flow” is the Company’s reported operating cash flow as determined in accordance with GAAP, less capital expenditures, and “adjusted net income” is the Company’s reported net income as determined in accordance with GAAP, in each case excluding the impact of impairment charges; gains, losses and tax payments associated with the divestiture of a business unit or line of business;

non-cash

discrete tax charges and benefits; and other items significantly affecting the calculation of free cash flow productivity that are not indicative of the Company’s core operating results for the relevant period and affect the comparability of underling results from period to period, as determined by the Committee.