DEF 14A of Scotts Miracle-Gro Co

Filed Dec 17, 2025 · FY20250000825542-25-000029

Open on EDGAR

ELECTION OF DIRECTORS
ELECTION OF DIRECTORS At the Annual Meeting, four Class I directors will be elected. All four individuals nominated by the Board for election as directors at the Annual Meeting are currently serving as Class I directors — James Hagedorn, Edith Avilés, Roberto Candelino and Mark D. Kingdon. The individuals elected as Class I directors at the Annual Meeting will hold office for a three-year term expiring at the 2029 Annual Meeting and until their respective successors are duly elected and qualified, or until their earlier death, resignation or removal. The individuals designated as proxy holders in the form of proxy intend to vote the Common Shares represented by the proxies received under this solicitation for the Board’s nominees, unless otherwise instructed on the form of proxy or through the telephone or Internet voting procedures. The Board has no reason to believe that any of the nominees will be unable or unwilling to serve as a director of the Company if elected. If any nominee becomes unable to serve or for good cause will not serve as a candidate for election as a director, then the individuals designated as proxy holders reserve full discretion to vote the Common Shares represented by the proxies they hold for the election of the remaining nominees and for the election of any substitute nominee designated by the Board following recommendation by the Governance Committee. The individuals designated as proxy holders cannot vote for more than four nominees for election as Class I directors at the Annual Meeting. The following information, as of December 12, 2025, with respect to the age, principal occupation or employment, other affiliations and business experience of each continuing director or nominee for election as a director, has been furnished to the Company by each such director or nominee.
Class II — Terms to Expire at the 2027 Annual Meeting
| | Peter E. Shumlin, age 69, Director of the Company since 2017 and Lead Independent Director since 2023 | | | | | Mr. Shumlin is a director at Putney Student Travel which provides educational summer programs for students around the globe. He is also a principal in numerous real estate partnerships specializing in commercial and residential properties. Mr. Shumlin served three terms as the 81st Governor of the State of Vermont, having held office from 2011 to 2017. Prior to serving as Governor, he served two terms in the Vermont House of Representatives and 14 non-consecutive years in the Vermont Senate, serving on the Rules Committee, the Finance Committee, the Transportation Committee, the Appropriations Committee and as Senate President Pro Tempore. Mr. Shumlin has served on the Board of FLUENT Corp., a vertically-integrated cannabis company, since July 2025. Mr. Shumlin’s lengthy public service career provides in-depth knowledge of government, public policy, legal, finance, governance and leadership matters. We believe his unique experience and skill set make him a valuable asset to the Board. Committee Memberships: Compensation; Governance |
NON-EMPLOYEE DIRECTOR COMPENSATION
NON-EMPLOYEE DIRECTOR COMPENSATION This Non-Employee Director Compensation section provides our shareholders with an overview of our board compensation structure and key factors that are considered when determining the structure of our plan.
Benchmarking Non-Employee Director Compensation
Benchmarking Non-Employee Director Compensation The Board believes that non-employee director compensation should be competitive with similarly situated companies and encourage high levels of ownership of Common Shares. To ensure competitive pay, the Board periodically engages an independent outside consultant to conduct a benchmark study. The Board engaged FW Cook to conduct a benchmark study of non-employee director compensation (the “2024 Benchmark Study”) during the 2024 calendar year. The 2024 Benchmark Study compared each element of non-employee director compensation against the peer group used to benchmark NEO compensation (the "Compensation Peer Group"). The 2024 Benchmark Study showed that the current overall compensation for our non-employee directors is positioned above the 75th percentile of the Compensation Peer Group, excluding the Lead Independent Director. As such, the Company did not implement any changes to the non-employee director compensation structure for the 2025 calendar year. For further discussion of the Compensation Peer Group, see the section captioned “Our Compensation Practices — Compensation Peer Group” within the Compensation Discussion and Analysis. Although the Board establishes the non-employee director compensation on a calendar year basis, director compensation amounts are presented on a fiscal year basis in this Proxy Statement, except where otherwise specified.
Non-Employee Director Compensation Structure for 2025
Non-Employee Director Compensation Structure for 2025 The annual Board retainer paid by the Company to the non-employee directors for the 2025 calendar year consisted of a mix of quarterly cash retainer payments and an annual grant of RSUs. The Company does not provide additional compensation for serving as a committee chair, serving as a committee member or attending Board or committee meetings. The Lead Independent Director receives additional RSUs for serving in that role. To better leverage the collective skills and experience of the Company’s non-employee directors, the Company expects each non-employee director to dedicate significant time beyond Board and committee meetings to Board service. In addition to participating at Board and committee meetings, the Company expects the non-employee directors to spend several days each year “in the field” immersing themselves in the Company’s business to gain additional insights and perspective regarding the Company’s operations, partners, customers and consumers. When determining the structure and overall magnitude of compensation for the non-employee directors, the Board considers the number of Board and committee meetings that are typically held each year, as well as the additional days the Company expects the non-employee directors to immerse in the business. Over the past several years, the engagement of each of our non-employee directors has remained high as our business has continued to face operational and financial challenges, and evolve in complexity. The Company believes its director compensation structure reflects the additional responsibilities that the Company expects each non-employee director to assume, facilitates the rotation of directors among the various Board committees and ensures that the Company continues to provide a competitive level of compensation to its non-employee directors. Given these factors, the Board concluded that the compensation levels for the 2025 calendar year are competitive and appropriately aligned with the time commitment required for service on our Board. In addition to the cash and equity-based compensation elements, non-employee directors also receive reimbursement of all reasonable travel and other expenses for attending Board meetings, Board committee meetings or other Company-related functions. As circumstances permit, we also allow family members to accompany directors on business-related flights on the corporate aircraft. There is no incremental cost to the Company for such allowances. The 2025 calendar year compensation structure for non-employee directors was:
Non-Employee Director Compensation Structure for 2025
| | Pay Elements | | Amount | | Annual Board Retainer: (all non-employee directors) | | Cash Retainer ($28,750 per quarter) | $115,000 | | | | RSUs (annual) | $210,000 | | | | Committee Chair/Membership Fees | N/A | | Lead Independent Director: (supplemental compensation) | | Additional RSUs (annual) | $50,000 |
Aligning Non-Employee Director Compensation and Shareholder Interests
Aligning Non-Employee Director Compensation and Shareholder Interests Our non-employee director compensation program contains several design elements intended to strengthen the alignment between the interests of our non-employee directors and our shareholders:
Aligning Non-Employee Director Compensation and Shareholder Interests
| Design Element | How it Aligns to Shareholder Interests | | •Approximately 2/3 of annual compensation is equity-based | •Significant portion of director pay is directly linked to long-term share price performance | | •Deferred settlement of equity-based compensation | •Mandatory two-year holding period after vesting aligns our directors with a long-term view | | •Mandatory share-based dividend equivalents on equity awards granted to directors | •Dividend equivalents automatically convert to additional shares rather than paid in cash | | •Robust stock ownership guidelines (5x cash retainer) | •Directors must retain 50% of each equity grant until the stock ownership guidelines have been met to ensure that they maintain a significant investment in the Company |
Non-Employee Director Compensation Table
Non-Employee Director Compensation Table The following table sets forth the compensation awarded to, or earned by, each of the non-employee directors of the Company during fiscal 2025. The table below reflects pro-rated compensation amounts for Mr. Candelino, Mr. Kelly, Mr. Miaritis and Mr. Miller to reflect their respective partial year service as a non-employee director during fiscal 2025. Lastly, the table reflects that Ms. Littlefield decided to voluntarily forego all of her compensation for the 2025 calendar year, as she did for the 2024 calendar year. Mr. J. Hagedorn did not receive any additional compensation for his services as a director or as Chairman of the Board. Accordingly, Mr. J. Hagedorn’s compensation is reported in the section captioned “EXECUTIVE COMPENSATION” and is not included in the table below.
Non-Employee Director Compensation Table
Non-Employee Director Compensation Table
Non-Employee Director Compensation Table
| Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2)(3) | Total ($) | | Edith Avilés | 115,000 | 210,042 | 325,042 | | Roberto Candelino | 105,417 | 245,105 | 350,522 | | David C. Evans | 115,000 | 210,042 | 325,042 | | Adam Hanft | 115,000 | 210,042 | 325,042 | | Stephen L. Johnson | 115,000 | 210,042 | 325,042 | | Thomas N. Kelly Jr. | 28,750 | —(4) | 28,750 | | Mark D. Kingdon | 115,000 | 210,042 | 325,042 | | Katherine Hagedorn Littlefield | — | —(5) | — | | Nick Miaritis | 86,250 | 210,042 | 296,292 | | A. Scott Miller | 19,167 | 87,546 | 106,713 | | Brian E. Sandoval | 115,000 | 210,042 | 325,042 | | Peter E. Shumlin | 115,000 | 260,068(6) | 375,068 | | John R. Vines | 115,000 | 210,042 | 325,042 |
Non-Employee Director Compensation Table
(1) Reflects the cash-based retainer earned during fiscal 2025 (paid quarterly at a rate of $28,750). The amounts for Mr. Johnson, Mr. Shumlin and Mr. Sandoval include fees that were deferred pursuant to their elections for the 2024 and 2025 calendar years. For the 2024 calendar year, Mr. Johnson, Mr. Shumlin and Mr. Sandoval elected to defer 100% of their cash-based retainer. For the 2025 calendar year, Mr. Johnson and Mr. Sandoval elected to defer 50% and 100%, respectively, of their cash-based retainer. These deferred cash fees were converted into fully vested DSUs on the respective grant dates (October 1, 2024, January 31, 2025, April 1, 2025 and July 1, 2025). The amount for Mr. Kelly reflects the cash-based retainer earned for services prior to his Board service ending on January 31, 2025. The amounts for Mr. Candelino, Mr. Miaritis and Mr. Miller reflect pro-rated cash-based retainers based on their respective service start dates of November 4, 2024, January 31, 2025 and August 1, 2025. (2) Reflects the aggregate grant date fair value of RSUs granted during fiscal 2025. The grant date fair value of each RSU was determined using the value of the underlying Common Shares on the applicable date of grant and was calculated in accordance with the equity compensation accounting provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, Compensation — Stock Compensation (“FASB ASC Topic 718”), without respect to forfeiture assumptions. Mr. Candelino's board service began on November 4, 2024. Although his service started during fiscal 2025, board compensation is determined and paid on a calendar year basis. Therefore, the amount reflects the aggregate grant date fair value of two grants: the prorated annual RSUs for his partial 2024 calendar year service and his full annual RSUs for his 2025 calendar year service. (3) The aggregate number of Common Shares subject to RSUs and related dividend equivalents (including both vested and unvested) and vested DSUs and related dividend equivalents outstanding as of September 30, 2025 was as follows:
Non-Employee Director Compensation Table
| Name | Aggregate Number of Common Shares Subject to Stock Awards Outstanding as of September 30, 2025 | | Edith Avilés | 9,940 | | Roberto Candelino | 3,451 | | David C. Evans | 9,940 | | Adam Hanft | 9,940 | | Stephen L. Johnson | 12,705 | | Thomas N. Kelly Jr. | — | | Mark D. Kingdon | 8,728 | | Katherine Hagedorn Littlefield | — | | Nick Miaritis | 3,053 | | A. Scott Miller | 1,430 | | Brian E. Sandoval | 14,958 | | Peter E. Shumlin | 15,258 | | John R. Vines | 3,053 |
Non-Employee Director Compensation Table
(4) Mr. Kelly did not receive any Stock Awards during fiscal 2025 as his service on the board ended on January 31, 2025. (5) Ms. Littlefield decided to voluntarily forgo her non-employee director retainer for the 2025 calendar year. (6) Reflects an additional grant of $50,000 in RSUs for Mr. Shumlin’s service as the Company’s Lead Independent Director for the 2025 calendar year.
Executive Summary
Executive Summary Our Compensation Committee seeks to align our NEOs’ interests with those of our shareholders by establishing performance goals intended to increase shareholder value and rewarding performance that meets or exceeds those performance goals. In short, we pay for performance: our NEOs receive higher incentive payouts when performance goals and leadership objectives are met or exceeded, and lower incentive payouts, or none at all, when performance goals and leadership objectives are not met. We believe that our competitive executive compensation structure results in fair realizable pay commensurate with the Company’s financial performance and is competitive compared to a peer group established by the Compensation Committee with its independent compensation consultant (“Compensation Peer Group”) and general industry survey data. In establishing the executive compensation program for fiscal 2025, the Compensation Committee focused on the following key financial and strategic objectives for 2025 through 2027, which align directly with our mid-term strategic plan: •Net sales growth in our US Consumer business; •Gross margin rate improvement; •EBITDA growth in the mid-single digit range; and •Continued reduction of our leverage ratio. Overall, the Company met or exceeded all financial targets, marking another year of positive momentum and highlighting substantial progress in furthering investments in our brands, innovation and channels; continuing gross margin improvements; strengthening our balance sheet; and lowering our leverage ratio.
Advisory “Say-on-Pay” Vote and Shareholder Engagement
Advisory “Say-on-Pay” Vote and Shareholder Engagement PROPOSAL NUMBER 2 — ADVISORY VOTE ON THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS (“SAY-ON-PAY”), on page 69 of this Proxy Statement, provides shareholders an opportunity to vote to approve, on a non-binding, advisory basis, the compensation of our NEOs as set forth in this Proxy Statement, commonly referred to as a “Say-on-Pay” vote. Shareholder feedback is an important consideration in our compensation practices, and we strive to maintain alignment between executive pay and shareholder interests, regardless of “Say-on-Pay” votes. At our 2025 Annual Meeting of Shareholders held on January 27, 2025, 69.3% of the votes cast by our shareholders on Say-on-Pay were in favor of our compensation. This outcome represented a notable decline in votes cast in favor from the prior year, and the Company conducted shareholder engagement to gather feedback from shareholders. Maintaining Shareholder Alignment of Compensation Programs: Input gathered from shareholder outreach and regular shareholder meetings is an important consideration for the Compensation Committee. Along with other sources, this feedback is an integral part of our governance process and used to maintain the alignment of our compensation design and policy when final decisions are made. On-going Engagement: Constructive engagement with our shareholders is essential to our governance and long-term value creation, and on-going dialogue provides us with an understanding of their perspectives on strategy, governance and executive compensation. We welcome our shareholders’ feedback with respect to our compensation practices. We engage our shareholders throughout the year through quarterly earnings calls, investor conferences and other forums such as virtual fireside chats, non-deal roadshows and one-on-one conference calls. We also engage with our retail shareholders through our Annual Report and periodic updates to our website. Proactive Engagement Prior to Say-on-Pay: We recognize the importance of aligning our executive compensation program with the interests of our shareholders. Therefore, we also conducted a targeted outreach to fifteen of our largest institutional shareholders and proxy advisory firms (which in total owned approximately 70% of shares outstanding at the time of outreach), in advance of the Annual Meeting to solicit feedback on executive compensation design. To ensure direct accountability, these sessions included key members of leadership, including our Chief Financial Officer, as well as our Investor Relations, Executive Compensation and Legal teams. Engagement Subsequent to Say-on-Pay: We value shareholder input and continued our engagement with investors following the Say-on-Pay vote. We reached out to shareholders representing approximately 60% of our Common Shares in the last fiscal year and conducted meetings with shareholders representing 31%. The primary feedback from our outreach was limited to commentary on adjustments to incentive plan payouts for all participating employees, including the CEO. After consideration of shareholder feedback and as a result of the rigorous process employed by our Compensation Committee, the Company has made the following changes to our executive compensation program for fiscal 2025 that we believe continue to reflect a comprehensive and shareholder-aligned executive compensation program: •Discontinued the one-time increase to annual Long-Term Incentive (“LTI”) values, aligned with our previously disclosed commitment, resulting in a reduction to total compensation for the CEO and other NEOs in fiscal 2025; •No grants of special one-time LTI awards; •Simplified our Performance Unit (“PU”) design by removing payout modifier, reduced the maximum payout opportunity and added financial metrics (i.e., Cumulative Point-Of-Sale (“POS”) Unit Growth % and Cumulative Non-GAAP Adjusted EBITDA) measured over three-years; •Established rigorous shareholder-friendly performance objectives, that reinforce strict alignment between achievement and payout, including an absolute total shareholder return (“TSR”) metric in our PUs that will not payout until three-year cumulative TSR is at least 20%; and •Beginning in fiscal 2026, will return to making all equity awards at the same time. We believe these changes will enhance long-term shareholder value creation. Maintaining discipline around the use of annual LTI and a lower PU payout maximum also conserves shares and saves costs for shareholders. Not utilizing special equity awards remains aligned with shareholder expectations and our long-term pay-for-performance philosophy. The Company also maintained the following shareholder-friendly design practices: •We continue to have a strong performance-based LTI mix by allocating approximately 50% of the 2025 target LTI value for our NEOs to PUs and 50% to non-qualified stock options (“NSOs”), which are subject to share price appreciation. •We continue to utilize a three-year performance period for our PUs and three-year cliff vesting for NSOs. Looking forward, following our successful stabilization of the business, we will focus on structuring sustainable, market-based compensation practices that award payouts commensurate with business performance.
Our Compensation Objectives
Our Compensation Objectives Our compensation design translates our culture of results-orientation into measurable outcomes, ensuring alignment with our strategic goals. Specifically, our objectives are to: •Promote accountability for furthering business objectives; •Attract, retain and motivate high-caliber leadership; •Link compensation to Company, functional and individual achievements; •Emphasizing pay-for-performance to motivate both short-term and long-term performance for the benefit of shareholders; •Align our NEO total compensation within a reasonable range of our Compensation Peer Group’s median and third-party survey median; and •Provide the opportunity for meaningful wealth accumulation over time, tied directly to shareholder value creation. Setting Pay Levels and Pay Mix: The Compensation Committee uses discretion to position each NEO’s total pay level and mix (base salary, target incentive and long-term value) in consideration of the competitive market range for similar executive roles. Each NEO is benchmarked within a reasonable range of the median of our Compensation Peer Group and general industry survey data (the “Competitive Market Range”). While we view the Competitive Market Range as a guide for positioning total compensation levels for our NEOs, we also consider individual facts and circumstances, including: •Role-Based Pay: The relative degree of organizational impact and strategic importance of the executive’s role; •Capability and Contribution: The executive’s experience, skill level and overall contribution to the success of our business; and •Performance and Potential: The executive’s overall level of personal performance (historic and current) and potential for significant future contributions to the Company.
Elements of Executive Compensation
| Element | Definition and Purpose | | Base Salary | This primary fixed element of compensation serves as the foundation of the total compensation structure, since most of the variable compensation elements are linked directly or indirectly to the base salary level. | | Annual cash incentive compensation | A market-competitive, performance-based cash award designed to focus NEOs on pre-set annual objectives that drive short-term and long-term growth and profitability (up to 100% of the earned target bonus was converted to equity for fiscal 2025). | | Long-term equity-based incentive awards | This component, which consists of a mix of PUs and NSOs, is designed to align NEO’s interests with long-term shareholder value creation, reward contributions to the Company and promote retention. | | Executive perquisites and other benefits | Our limited use of executive perquisites consists of Company-paid annual physical examination and limited personal use of Company aircraft provided to attract and retain top talent, maximize executive productivity and manage unique security and financial risks that accompany senior leadership roles. | | Retirement plans and deferred compensation benefits | Our non-qualified deferred compensation plan and limited Supplemental Retirement Awards (“SRA”) provide a tax deferred approach intended to enhance retention and align our NEOs’ long-term financial interests with the Company’s sustained success and shareholder value creation. |
Base Salary (short-term compensation element)
Base Salary (short-term compensation element) Base salaries for our NEOs, including the CEO, are generally determined with the goal of targeting the Competitive Market Range. The Compensation Committee annually reviews and determines the base salaries of our NEOs based on their capability, experience, skill level, performance, overall contribution to the success of our business and potential to make significant future contributions to the Company in the future. Although we are mindful of the Competitive Market Range, our goal is to ensure pay alignment with our core compensation philosophy. This principle-based approach ensures we can strategically position pay for our NEOs and other key executives either above or below the market median.
Annual Cash Incentive Compensation (short-term compensation element)
Annual Cash Incentive Compensation (short-term compensation element) The Scotts Company LLC Executive Incentive Plan (“EIP”) for fiscal 2025 provides annual cash incentive compensation opportunities for our NEOs and other key management employees. The annual EIP payout is based on performance against specific metrics selected by the Compensation Committee, with potential payouts ranging from 50% (minimum) to 250% (maximum) of the target opportunity. No payout will be received if the 50% minimum threshold is not achieved. For fiscal 2025, the incentive awards for all of the NEOs were based on a combination of Non-GAAP Adjusted EBITDA and net leverage ratio (each as defined below) calculated at the consolidated Company level:
Annual Cash Incentive Compensation (short-term compensation element)
| Metric | How the Metric Drives Shareholder Value Creation | Weighting | 50% | 100% | 150% | 200% | 250% | Results3 | Payout % | | Non-GAAP Adjusted EBITDA1 | Focuses on core operational profitability and cash-generating ability, essential for driving financial results and laying the foundation for long-term value creation | 75% | $500.0 | $550.0 | $580.0 | $600.0 | $610.0 | $584.3 | 160.8% | | Net Leverage2 | Debt management aimed at reducing financial risk and enhancing the company’s strategic flexibility for long-term stability and value creation | 25% | 4.75 | 4.50 | 4.25 | 4.00 | 3.75 | 4.10 | 180.8% | | Total Weighted Payout | | | | | | | | | 165.8% |
Annual Cash Incentive Compensation (short-term compensation element)
(1) Non-GAAP Adjusted EBITDA: Net income (loss) before interest, taxes, depreciation and amortization as well as certain other items, such as non-recurring or non-cash items affecting net income (loss), subject to further positive or negative adjustments at the discretion of the Compensation Committee based on facts and circumstances. (2) Net Leverage: The Company’s credit facility contains an affirmative covenant regarding the Company’s leverage ratio determined as of the end of each of its fiscal quarters calculated as average total indebtedness, divided by the Company’s Non-GAAP Adjusted EBITDA calculated as set forth in the credit facility. (3) The Compensation Committee sets performance metrics using budgeted currency exchange rates (not GAAP actual rates) to ensure payouts are not influenced by currency fluctuations. In addition, discretion to adjust incentive payouts based on individual facts and circumstances may be applied, which may result in a difference between the Company’s reported financial results and the amounts shown in this Proxy Statement. For fiscal 2025, the Non-GAAP Adjusted EBITDA results used to calculate incentive payouts were adjusted to align with the performance of our recurring business operations. A reconciliation of Non-GAAP Adjusted EBITDA is presented in the following table:
Annual Cash Incentive Compensation (short-term compensation element)
| | Year ended September 30, 2025 (in millions) | | Net income (GAAP) | $145.2 | | Impairment, restructuring and other charges | 83.8 | | Interest expense | 128.8 | | Amortization | 12.3 | | Equity in loss of unconsolidated affiliates | 2.8 | | Income tax expense | 76.5 | | Depreciation | 62.7 | | Interest income | 0.0 | | Share-based compensation expense | 69.0 | | Other (losses generated by exited businesses) | 3.2 | | Non-GAAP Adjusted EBITDA | $584.3 |
Annual Cash Incentive Compensation (short-term compensation element)
Goal Setting Approach: The Compensation Committee establishes challenging and demanding performance goals for the EIP performance metrics while responsibly balancing the known risks associated with anticipated business conditions or customer changes. Our goal-setting approach for fiscal 2025 was taken deliberately to eliminate the reliance on discretionary awards. The Compensation Committee determined that a threshold payout of 50% of target could be achieved at a Non-GAAP Adjusted EBITDA level of $500 million, which is a level that incorporates most known risks and headwinds. A payout of 100% of target could be achieved at a Non-GAAP Adjusted EBITDA level of $550 million, which reflects a strong 7.8% earnings growth. Goals above target were designed to align with ambitious internal projections, with a payout of 150% of target achieved at a Non-GAAP Adjusted EBITDA level of $580 million, and the maximum payout of 250% achieved at a Non-GAAP Adjusted EBITDA level of $610 million, a challenging stretch goal that would require optimal performance, reflecting 19.6% growth over the prior year. Net Leverage reduction must be achieved before any payout is earned under the Net Leverage component of the incentive plan. All payouts above the target level are designed to be fully self-funding based on operating results. Funding Trigger: Payouts under the EIP for all incentive participants, including the NEOs, are subject to the Company remaining in compliance with the quarterly financial covenant requirements under its credit facility. This requirement was met for fiscal 2025. Personal Performance Factor (PPF): To ensure we recognize and reward desired behaviors and not just financial results, the EIP includes a discretionary Personal Performance Factor (“PPF”). The PPF is a multiplier on each NEO’s calculated annual cash incentive payout amount and is intended to reward and motivate our top performers by facilitating a meaningful differentiation of payouts based on personal goal achievement and demonstrated leadership and cultural attributes. The Compensation Committee considers financial results along with a qualitative assessment of effective leadership attributes such as team development and embodiment of the Company’s culture, to determine the PPF multiplier for each NEO, which can range from 50% to 150%, in 5% increments. After applying the PPF, an individual participant could receive a total incentive payout that differs from the payout calculated based solely on achievement of the financial metrics under the EIP, though none of the incentive payouts to our NEOs for fiscal 2025 were affected positively or negatively by PPF (i.e., all of our NEOs received a PPF of 100%). NEO Incentive Payouts for Fiscal 2025: After considering the strong financial performance of the Company, as well as the exemplary leadership demonstrated by our NEOs, the Compensation Committee awarded the following EIP payouts to our NEOs for fiscal 2025:
Annual Cash Incentive Compensation (short-term compensation element)
| NEO | FY25 Target Incentive (% of Base Pay) | Calculated FY25 Target Incentive $ | Plan Performance (% of Target) | PPF | Calculated EIP Payout | | | | A | B | C | D = (A x B x C) | | Mr. J. Hagedorn | 175% | $2,100,000 | 165.8% | 100% | $3,481,800 | | Mr. Scheiwer | 90% | $585,000 | 165.8% | 100% | $969,930 | | Mr. Baxter | 150% | $1,447,774 | 165.8% | 100% | $2,400,409 | | Mr. C. Hagedorn | 90% | $622,479 | 165.8% | 100% | $1,032,070 | | Mr. Todorov | 90% | $495,000 | 165.8% | 100% | $820,710 |
Annual Cash Incentive Compensation (short-term compensation element)
Temporary Measure — Partial Payment of Annual Cash Incentive in Equity for Fiscal 2025: To maximize cash available for accelerated debt paydown, and with the added benefit of increasing equity ownership for our participants, the Compensation Committee continued converting a portion of the annual cash incentive for approximately 180 of our highest paid associates, including our NEOs, into a fully vested restricted stock unit grant (the “FY25 Equity Incentive Grant”). This conversion applied only to payouts up to the target level, with the portion of the payment above target paid in cash. This conversion approach required increased share utilization but freed up cash to accelerate debt reduction. The Company intends to return to payment of the annual cash incentive entirely in cash in future years. The Compensation Committee enhanced the equity portion of the EIP payout by an additional 15% to acknowledge that payment of bonus in equity is not aligned with the Company’s historic practice, market practice and participant preferences. Further, the enhancement acknowledges that payment in equity exposes participants to greater market risk from potential stock price volatility between the grant date and the future date of sale. The grant was made on November 13, 2025 with a grant date fair value equal to the sum of the target bonus and the 15% enhancement. The remaining earned bonus (i.e., portion above target) was paid in cash.
Annual Cash Incentive Compensation (short-term compensation element)
| | Payout Value | | | | NEO | Equity Portion A x 1.15 | Cash Portion E = (D - A) | Total EIP Payout1 | | Mr. J. Hagedorn | $2,415,000 | $1,381,800 | $3,796,800 | | Mr. Scheiwer | $672,750 | $384,930 | $1,057,680 | | Mr. Baxter | $1,664,940 | $952,635 | $2,617,575 | | Mr. C. Hagedorn | $715,851 | $409,592 | $1,125,443 | | Mr. Todorov | $569,250 | $325,710 | $894,960 |
Annual Cash Incentive Compensation (short-term compensation element)
(1) The resulting 2025 EIP payout and 15% enhancement to the equity payout are included in the Summary Compensation Table (“SCT”) for fiscal 2025 in the Non-Equity Incentive Plan Compensation column (reported according to SEC rules based on accounting provisions pursuant to FASB ASC Topic 718). Payouts were converted to equity based on the Company’s closing share price of $58.40 on November 13, 2025 (the incentive payout date for fiscal 2025).
Long-Term Equity-Based Incentive Awards (long-term compensation element)
Long-Term Equity-Based Incentive Awards (long-term compensation element) Long-term incentive compensation is an integral part of total compensation for Company NEOs and directly ties rewards to performance that we believe creates and enhances shareholder value. Consistent with the Company’s performance-based pay philosophy, the Compensation Committee exercises its discretion to set individual target grant values for equity awards relative to the Competitive Market Range for each role. This is based on a subjective assessment of several key factors, including the strategic importance of the executive’s job function to the Company, the executive’s capability, experience and skill level and the executive’s overall contribution to business success and future potential. We continue to have a strong performance-based long-term incentive grant mix by allocating approximately 50% of the 2025 target LTI value for our NEOs to three-year PUs and the remaining 50% to NSOs, which are subject to share price appreciation.
Long-Term Equity-Based Incentive Awards (long-term compensation element)
| NEO | 2025 Target Annual LTI Value1 | | Mr. J. Hagedorn | $6,000,000 | | Mr. Scheiwer | $1,000,000 | | Mr. Baxter | $2,500,000 | | Mr. C. Hagedorn | $1,250,000 | | Mr. Todorov | $750,000 |
Long-Term Equity-Based Incentive Awards (long-term compensation element)
________________________ (1) Reflects the intended grant value used to determine the number of NSOs or PUs granted to each NEO. Fifty percent of the 2025 Target Annual LTI Value granted to the NEOs was performance based and awarded in PUs, with the remainder granted in NSOs. However, for purposes of reporting the resulting grant date fair value in the Summary Compensation Table for fiscal 2025, the grant date fair value of the underlying options or shares is determined in accordance with the equity compensation accounting provisions of FASB ASC Topic 718, which differs from the 2025 Target Annual LTI Value reported above primarily as a result of FASB ASC Topic 718 requiring the use of a Monte Carlo simulation model to calculate the grant date fair value of the portion of PUs that contain a market-based performance condition (“aTSR” as discussed below). The Compensation Committee implemented the following specific actions related to LTI for fiscal 2025: (1) the Compensation Committee continued with the temporary compensation measure of pulling forward a portion of the 2025 NSO grants to November 2024 for our NEOs and approximately 40 key management employees; and (2) the Compensation Committee did not continue the temporary increase in target annual LTI opportunities implemented for our NEOs during fiscal 2024, which was a one-time increase granted to recognize contributions to the business and improve retention during a volatile period. As part of its normal annual compensation review, the Compensation Committee determined the final 2025 Target Annual LTI Value in January 2025 and made increases to the LTI targets for certain NEOs based on updated market data and expanded roles. To the extent that the 2025 Annual LTI Value was increased, additional NSOs were granted on January 31, 2025, to ensure the total 2025 Annual LTI Value maintained the target mix of 50% NSOs and 50% PUs. In recognition of his promotion to Chief Financial Officer, Mr. Scheiwer received a promotional grant in May 2025 in order to align the total value of LTI granted in fiscal 2025 to the Target Annual LTI Value determined by the Compensation Committee. This promotional grant was also delivered with a target mix of 50% NSOs and 50% PUs, aligned to the annual grants made for fiscal 2025. For fiscal 2026, the Company will return to its historic practice of approving annual equity-based awards in January, with the grant date following the first-quarter earnings release. This approach aligns with common market practice and will simplify our executive compensation structure by eliminating the staggered grant approach implemented in 2022. While the staggered method aimed to enhance retention at a critical time for the Company, it introduced additional complexity and reduced clarity on total annual compensation. Returning to a single, standard annual equity grant cycle for our NEOs and other associates will result in a more predictable income event and allow the Compensation Committee to maintain a more direct view of total pay, facilitating alignment of compensation with market competitiveness, individual contributions and Company performance. 2025 Non-Qualified Stock Option Grants: In total, the 2025 NSO grants made in November 2024 and January 2025 had a grant date value that equaled 50% of the applicable 2025 Target Annual LTI Value determined for each NEO. The Compensation Committee believes that NSOs align the interests of our NEOs’ with those of our shareholders because the value of the NSOs depends on future sustained share price appreciation. The NSOs are subject to three-year time-based cliff vesting, with a provision for accelerated vesting in the event of retirement, death or disability. 2025 Performance Unit Awards: The Compensation Committee selected the following three key performance metrics for the 2025 Performance Unit Awards: •Cumulative POS Unit Growth % — a measure of sustained growth in our core consumer business across our retail channels. Calculated as the cumulative three-year growth of point of sale units (excluding mulch) across a defined representation of retail partners over the performance period. •Cumulative Non-GAAP Adjusted EBITDA — a measure of enterprise profitability that drives both the numerator (EBITDA) and denominator (Free Cash Flow/Net Debt) of the leverage calculation and reinforces alignment with our objectives for maintaining strong financial stability. Calculated as net income (loss) before interest, taxes, depreciation and amortization as well as certain other items, such as non-recurring or non-cash items affecting net income (loss), subject to further plus or minus adjustments at the discretion of the Compensation Committee based on facts and circumstances. •Absolute Total Shareholder Return (“aTSR”) — a measure that aligns management’s focus with shareholder returns by linking incentives to share price appreciation and dividend yield over the three-year performance period. Measures share price appreciation and dividend yield over the FY25-FY27 Performance Period, calculated as the 20-day average closing price as of December 1, 2024 divided by the 20-day average closing price as of December 1, 2027 (with an adjustment to reflect the fair market value of cumulative dividend shares over the FY25-FY27 Performance Period), minus one. The Compensation Committee established rigorous performance goals for each performance metric taking into account internal operational improvements and external market expectations that it believes will help drive shareholder value creation. For example, the threshold performance goal for Cumulative Non-GAAP Adjusted EBITDA reflects certain expected operational benefits, including $29 million in non-recurring inventory write-offs during fiscal 2024 and other planned savings, while the maximum aTSR performance target is linked to achieving aggressive financial and performance targets and nearly doubling our share price over the performance period. The maximum payout for the aTSR performance metric is 300% of target compared to 250% for the other performance metrics as a result of the extremely demanding shareholder return required to achieve the maximum aTSR performance goal. The maximum weighted payout for the 2025 Performance Unit Awards is equal to 270% of target. The 2025 PUs are structured to reward our NEOs for achieving predefined performance criteria over the three-year performance period from October 1, 2024, through September 30, 2027 (the “FY25-FY27 Performance Period”). All PUs granted to the NEOs in fiscal 2025 are subject to three-year, time-based cliff vesting, with a provision for accelerated vesting in the event of retirement, death or disability provided the Company achieves the pre-defined performance criteria for the FY25- FY27 Performance Period. Each PU also includes a dividend equivalent right, entitling the NEO to receive an amount in cash equal to the dividends declared and paid by the Company during the period beginning on the grant date and ending on the settlement date. The dividend equivalents on PUs are only payable if and when the underlying PUs vest. The table below describes the payout opportunity for each performance metric; if our actual performance is below the minimum performance level for each metric, no PUs will be earned even if the service-based vesting requirements are ultimately satisfied:
Long-Term Equity-Based Incentive Awards (long-term compensation element)
| | Metric Weighting | Payout Level | | | | | | | Metric | | 50% | 100% | 150% | 200% | 250% | 300% | | Cumulative POS Unit Growth % (excluding mulch) | 20% | 9% | 12% | 16% | 19% | 22% | n/a | | Cumulative Non-GAAP Adjusted EBITDA | 40% | $1,755 | $1,811 | $1,879 | $1,950 | $2,006 | n/a | | Absolute TSR (aTSR) | 40% | 20% | 40% | 59% | 85% | — | 105% |
Long-Term Equity-Based Incentive Awards (long-term compensation element)
Information regarding our equity grant practices, including the determination of exercise price, can be found in the section captioned “Other Executive Compensation Policies, Practices and Guidelines — Practices Regarding Equity-Based Awards.”
Executive Perquisites and Other Benefits (short-term compensation element)
Executive Perquisites and Other Benefits (short-term compensation element) Our NEOs participate in the same traditional health and welfare plans and The Scotts Company LLC Retirement Savings Plan (the “RSP”), a qualified 401(k) plan, which are generally offered to all employees. Executive perquisites are limited to a Company-paid annual physical and the CEO’s defined personal use of Company aircraft. Family members of NEOs are occasionally accommodated on business flights at no incremental cost to the Company. All of the NEOs are entitled to limited personal use of Company aircraft at their own expense. Specifically, Mr. J. Hagedorn has an option to purchase up to 150 flight hours per year for personal use at the Company’s incremental direct operating cost per flight hour. Mr. Baxter is entitled to purchase up to 100 flight hours per year, and all other NEOs are entitled to purchase up to 25 flight hours per year. There is no incremental cost to the Company for this perquisite other than the partial loss of a tax deduction of certain aircraft-related costs as a result of personal use of Company aircraft. Since Company aircraft are used primarily for business travel, the determination of the direct operating cost per flight hour excludes the fixed costs that do not change based on usage, such as pilots’ salaries, the purchase cost of Company aircraft and the cost of maintenance not related to personal trips. Believing it is in the best interests of the Company and its stockholders — primarily serving the goals of security and time efficiency — the Compensation Committee approved a policy allowing Mr. J. Hagedorn to utilize the corporate aircraft for personal use, including commuting between his primary residence and Company headquarters. Recognizing the unique demands and time constraints placed upon the CEO, this arrangement ensures that his travel is conducted with the highest possible security standards. Furthermore, utilizing corporate aircraft for commuting significantly enhances the CEO’s productivity, allowing him to manage time efficiently, conduct confidential business matters while in transit and maximize his focus on critical company matters by minimizing time lost to commercial travel logistics. Based on the Company’s internal risk assessment conducted by the Company’s Corporate Security function, it was recommended that the CEO utilize the corporate aircraft for personal use, specifically citing that utilizing corporate aircraft mitigates the risk of chance encounters in public settings and eliminates the need for the Company to deploy security detail. Based on these factors, the Company believes that the costs of this benefit are appropriate and necessary. Under the terms of this policy, the Company bears the full aggregate incremental cost associated with the CEO’s personal use of the corporate aircraft, and the CEO is not required to provide reimbursement. The value of this perquisite is calculated based on the aggregate incremental cost to the Company — including items such as fuel, crew travel expenses, landing fees and catering specific to the flight — and is reported in the “All Other Compensation” column of the Summary Compensation Table. When Mr. J. Hagedorn chooses to use his personal plane for business or certain other travel, the Company reimburses him for the direct operating costs for his plane, which are generally lower than the direct operating costs of the Company aircraft. To the extent Mr. J. Hagedorn utilizes the Company’s aviation mechanics and pilots in connection with non-commuting flights on his personal aircraft, he reimburses the Company for a pro-rata portion of their salaries and fringe benefit costs.
Retirement Plans and Deferred Compensation Benefits (long-term compensation element)
Retirement Plans and Deferred Compensation Benefits (long-term compensation element) Executive Retirement Plan The Scotts Company LLC Executive Retirement Plan (the “ERP”) is a non-qualified deferred compensation plan that provides NEOs and other key executives the opportunity to: defer compensation, including salary and any Performance Award (as defined in the ERP). The ERP consists of the following five parts: •Compensation Deferral: Allows continued deferral of up to 75% of salary and amounts received in lieu of salary; •Performance Award Deferral: Allows the deferral of up to 100% of any cash incentive compensation earned under the EIP; •Retention Awards: Company contributions to the ERP for retention purposes; •SRA: Company-directed contributions, subject to Compensation Committee approval; and •Company Match: Crediting of Company matching contributions on qualifying deferrals. The SRAs provide a tax-deferred approach to award additional compensation to NEOs and key management. SRA contributions are fully vested immediately but cannot be distributed for a minimum of six months following employment termination. These contributions are discretionary and subject to Compensation Committee approval. Mr. J. Hagedorn was entitled to receive an annualized SRA contribution of $1.0 million (payable in monthly installments of $83,333), which was awarded in January 2014 in connection with his severance agreement. The SRA contribution is included in Mr. J. Hagedorn’s annual target total direct compensation when the Compensation Committee benchmarks his target pay relative to the Competitive Market Range. Mr. J. Hagedorn received $1.0M for during fiscal 2025. None of the other NEOs received any SRA contributions during fiscal 2025. Company matching contributions to the ERP follow the same formula used for the RSP: 200% for the first 3% of eligible earnings contributed, and 50% for the next 3%. This results in a total Company match equal to 7.5% if a participant contributes at least 6%. Matches are funded in the first quarter of the subsequent calendar year, provided the employee is actively employed as of December 31. All ERP accounts are bookkeeping accounts and do not represent claims against specific Company assets. Participants may benchmark their accounts against investment options substantially consistent with those offered under the RSP, including a Company stock fund. Accordingly, there were no above-market or preferential earnings on investments for any NEOs during fiscal 2025. Other Retirement and Deferred Compensation Plans The Scotts Company LLC Excess Benefit Plan for Non Grandfathered Associates (the “Excess Pension Plan”) is an unfunded plan that provides benefits that cannot be provided under The Scotts Company LLC Associates’ Pension Plan (the “Associates’ Pension Plan”) due to specified statutory limits. The Associates’ Pension Plan and related Excess Pension Plan were frozen effective December 31, 1997 and, therefore, no additional benefits have accrued after that date under either plan. However, continued service taken into account for vesting purposes under the Associates’ Pension Plan is recognized with respect to the entitlement to, and the calculation of, subsidized early retirement benefits under the Excess Pension Plan. Based on his tenure, Mr. J. Hagedorn is the only NEO who participates in the Associates’ Pension Plan and the Excess Pension Plan. For further details regarding the Excess Pension Plan, see the section captioned “EXECUTIVE COMPENSATION TABLES — Pension Benefits Table.”
Compensation Peer Group
Compensation Peer Group For the purpose of benchmarking our executive compensation practices and the total compensation packages of our NEOs, the Company utilizes a customized Compensation Peer Group, established by the Compensation Committee with its independent compensation consultant. The Compensation Committee believes this Compensation Peer Group — which consists of highly regarded consumer products-oriented companies — accurately reflects the pay practices, size and complexity of the Company and the market in which we compete for executive talent. At the time of selection for fiscal 2025, these companies ranged between $1.1 billion and $8.2 billion of annual revenues, with a median annual revenue of approximately $3.7 billion. The following Compensation Peer Group was utilized to benchmark our compensation practices for fiscal 2025:
Compensation Peer Group
| Central Garden & Pet Company | Church & Dwight Co., Inc. | The Clorox Company | | Edgewell Personal Care Company | Energizer Holdings, Inc. | FMC Corporation | | Griffon Corporation | Helen of Troy Limited | Herbalife Nutrition Ltd. | | Masco Corporation | Newell Brands, Inc. | Nu Skin Enterprises, Inc. | | Prestige Consumer Healthcare Inc. | Reynolds Consumer Products | Rollins, Inc. | | RPM International, Inc. | The J. M. Smucker Company | Spectrum Brands Holdings, Inc. | | The Toro Company | | |
Compensation Peer Group
Looking ahead to fiscal 2026, the Compensation Committee made no changes to the Compensation Peer Group and believes that the current compensation of this Compensation Peer Group continues to accurately reflect the Company’s size and business profile.
Role of Management in Compensation Decisions
Role of Management in Compensation Decisions The Compensation Committee is responsible for establishing performance objectives for our CEO and completing an annual assessment of his performance. Our CEO is responsible for establishing performance objectives and conducting annual performance reviews for all of the other NEOs. The Compensation Committee believes that performance evaluation and goal setting is critical to the overall compensation-setting process because the personal performance level of each NEO is one of the most heavily weighted factors considered by the Compensation Committee when making compensation decisions. In conjunction with the Company’s outside consultants from Willis Towers Watson and Aon Consulting, Inc., management conducts annual market surveys of the base salary levels, short-term incentives and long-term incentives for each of our NEOs, with the goal of helping to ensure that executive compensation levels remain competitive with the benchmark compensation data, which facilitates our ability to retain and motivate key executive talent. The benchmark compensation data provided by Willis Towers Watson and Aon Consulting, Inc. reflects several hundred general industry companies, representing a wide range of annual revenue, who voluntarily participate in the surveys and are not selected by the Company. To account for the wide range of companies included in the surveys, the data is statistically adjusted by the Company’s compensation consultants to more closely reflect the relative size of the Company based on revenue.
Setting Compensation Levels for CEO and Other NEOs
| | | Fixed Elements of Compensation | | | Variable Elements of Compensation | | | | Total Direct Compensation (TDC) | | | | | | | Annual Bonus | | Target Annual Long-Term Incentive Value | | | | | | Base Salary | Other Comp(1) | Fixed % of TDC | Target % | Target $ | | Variable % of TDC | | | Mr. J. Hagedorn | 2025 TDC | $1,200,000 | $1,000,000 | 21% | 175% | $2,100,000 | $6,000,000 | 79% | $10,300,000 | | Mr. Scheiwer | 2025 TDC | $650,000 | $— | 29% | 90% | $585,000 | $1,000,000 | 71% | $2,235,000 | | Mr. Baxter | 2025 TDC | $1,000,000 | $— | 20% | 150% | $1,500,000 | $2,500,000 | 80% | $5,000,000 | | Mr. C. Hagedorn | 2025 TDC | $700,000 | $— | 27% | 90% | $630,000 | $1,250,000 | 73% | $2,580,000 | | Mr. Todorov | 2025 TDC | $550,000 | $— | 31% | 90% | $495,000 | $750,000 | 69% | $1,795,000 |
Practices Regarding Equity-Based Awards
Practices Regarding Equity-Based Awards In general, all employees are eligible to receive grants of equity-based awards; however, the Compensation Committee typically limits participation to the NEOs and other key management employees at the Director level and above (approximately 180 participants). The decision to grant equity-based awards to certain key management employees reflects competitive market practice and serves to reward those individuals for their past and anticipated future positive impact on our business results. The Company typically approves equity-based awards at the Compensation Committee meeting in January and the grant date is the second or third trading day following the Company’s first quarter earnings release. The Compensation Committee does not consider material non-public information when setting the terms or timing of equity awards, and the Company has not timed the release of material non-public information to affect award values. However, as explained above in the section captioned “Elements of Executive Compensation — Long-Term Equity-Based Incentive Awards (long-term compensation element),” the Company granted NSOs in November 2024 as part of a strategy to pull forward a portion of the normal equity grants, a practice that will be discontinued in fiscal 2026. The Company's practice to determine the number of Common Shares subject to an NSO grant is to utilize the grant date fair value of the option estimated using a Black-Scholes model, and to establish the exercise price for each NSO as the closing price of a Common Share on NYSE on the grant date. If the grant date is not a trading day on NYSE, the exercise price is equal to the closing price on the next trading day. For full-value awards such as performance units or restricted stock units, the Company’s practice to determine the number of Common Shares subject to the grant is to utilize the closing price on the grant date. If the grant date is not a trading day on NYSE, the number of Common Shares subject to the grant is determined by the closing price on the next trading day.
Risk Assessment in Compensation Programs
Risk Assessment in Compensation Programs The Company strives to ensure its compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on the Company. To that end, management and the Compensation Committee evaluate the compensation plans and arrangements that represent material sources of variable pay. •Annual cash incentive compensation plans: The Company’s annual incentive compensation program incorporates a funding trigger that conditions payout on meeting the leverage ratio covenants in the Company’s credit facility. This trigger is designed to mitigate the potential risks to the Company and its shareholders resulting from the short-term and long-term impacts of noncompliance. •Equity-based compensation plans: The Company generally utilizes a mix of performance-based and service-based equity awards, which helps ensure that management maintains a responsible level of sensitivity to the impact of decision-making on share price. Since the equity-based awards are generally subject to three-year performance criteria, the Company believes the risks of focusing on short-term financial performance or share price increases rather than long-term value creation are mitigated. Based on the foregoing, we believe that our compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on the Company as a whole and are supported by the oversight and administration of the Compensation Committee with regard to executive compensation programs.
Summary Compensation Table
Summary Compensation Table The following table summarizes the total compensation paid to, awarded to or earned by each of the NEOs for the fiscal years shown. The amounts shown include all forms of compensation provided to the NEOs, including amounts that may have been deferred. Since the table includes equity-based compensation costs and changes in the actuarial present value of the NEOs’ accumulated pension benefits, the total compensation amounts may be greater than the compensation that was actually paid to the NEOs during each of the fiscal years reported.
Summary Compensation Table for Fiscal 2025
Summary Compensation Table for Fiscal 2025
Summary Compensation Table for Fiscal 2025
| Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Option Awards ($)(4) | Non-Equity Incentive Plan Compensation ($)(5) | Change in Pension Value and Non-Qualified Deferred Compensation Earnings ($)(6) | All Other Compensation ($)(8) | Total ($) | | James Hagedorn Chairman & Chief Executive Officer | 2025 | 1,200,000 | — | 3,050,950 | 2,805,895 | 3,796,815 | —(7) | 1,445,601 | 12,299,261 | | | 2024 | 1,200,000 | — | 6,050,968 | 4,483,285 | 2,415,000 | 13,061(7) | 1,070,875 | 15,233,189 | | | 2023 | 720,000 | — | 7,881,576 | 2,740,931 | — | —(7) | 652,059 | 11,994,566 | | Mark J. Scheiwer Executive Vice President, Chief Financial Officer & Chief Accounting Officer | 2025 | 558,333 | — | 508,545 | 467,747 | 1,057,698 | — | 41,518 | 2,633,841 | | Nathan E. Baxter President & Chief Operating Officer | 2025 | 991,667 | — | 1,271,241 | 1,169,197 | 2,617,575 | — | 71,938 | 6,121,618 | | | 2024 | 950,000 | — | 1,825,253 | 1,352,291 | 1,365,625 | — | 96,159 | 5,589,328 | | | 2023 | 395,833 | 700,000 | 3,911,473 | 638,041 | — | — | 288,670 | 5,934,017 | | Christopher J. Hagedorn Executive Vice President & Chief of Staff | 2025 | 691,667 | — | 635,621 | 584,620 | 1,125,443 | — | 27,750 | 3,065,101 | | | 2024 | 650,000 | — | 1,241,634 | 919,942 | 672,750 | — | 24,750 | 3,509,076 | | | 2023 | 549,667 | — | 1,792,830 | 456,824 | — | — | 24,375 | 2,823,696 | | Dimiter Todorov Executive Vice President, Chief Legal Officer & Corporate Secretary | 2025 | 550,000 | — | 381,387 | 350,768 | 894,960 | — | 48,844 | 2,225,959 | | | 2024 | 525,000 | — | 760,548 | 563,478 | 570,544 | — | 38,344 | 2,457,914 | | Matthew E. Garth Former, Executive Vice President, Chief Financial Officer & Chief Administrative Officer | 2025 | 237,500 | — | — | 935,298 | — | — | 802,196 | 1,974,994 | | | 2024 | 950,000 | — | 2,071,913 | 1,535,044 | 1,365,625 | — | 116,903 | 6,039,485 | | | 2023 | 604,167 | 700,000 | 2,782,880 | 638,044 | — | — | 927,510 | 5,652,601 |
Summary Compensation Table for Fiscal 2025
________________________ (1) Reflects the amount of base salary received by each NEO for the applicable fiscal years. Mr. J. Hagedorn elected to voluntarily forego approximately 40% of his annual base salary for fiscal 2023 and he received his full base salary for fiscal 2024 and fiscal 2025. Due to the timing of pay changes, the amount reported for each NEO may be less than the base salary rate as of the end of each fiscal year. (2) For fiscal 2023, reflects the cash value of the sign-on bonuses paid to Mr. Garth and Mr. Baxter in connection with their respective hiring events in fiscal 2023. The sign-on bonuses were provided to mitigate value Mr. Garth and Mr. Baxter stood to lose by leaving their prior employers. (3) The grant date fair value of the PUs awarded during fiscal 2025 as reported was calculated pursuant to SEC Rules in accordance with equity compensation accounting provisions of FASB ASC Topic 718. Since the PUs contain a market-based performance condition (aTSR), the grant date fair value is determined using a Monte Carlo simulation model. This valuation results in an accounting value that differs from the target-based LTI value reflected in the section captioned “Elements of Executive Compensation — Long-Term Equity-Based Incentive Awards (long-term compensation element)” within the CD&A. For purposes of this table, the grant date fair value of the non-market-based conditions is calculated assuming target achievement and excludes the impact of estimated service-based forfeitures. Assumptions used for this calculation are detailed in Note 11 to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for fiscal 2025. (4) Reflects the aggregate grant date fair value of NSOs granted to each NEO. The value of the NSOs is determined using a binomial option valuation on the date of the grant computed in accordance with the equity compensation accounting provisions of FASB ASC Topic 718. Pursuant to applicable SEC Rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. Assumptions used in the calculation of the amounts shown are included in Note 11 to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for fiscal 2025. (5) Reflects the EIP payouts awarded to the NEOs by the Compensation Committee for fiscal 2025, calculated pursuant to the terms of the EIP. The amounts shown reflect the calculated annual cash-based incentive payout, a portion of which was subsequently converted to equity. Additional information regarding the EIP payouts for fiscal 2025 is reflected in the section captioned “Elements of Executive Compensation — Annual Cash Incentive Compensation (short-term compensation element) — Temporary Measure — Partial Payment of Annual Cash Incentive in Equity for Fiscal 2025” within the CD&A. (6) Participant account balances in the ERP are credited to one or more benchmark funds that are substantially consistent with the investment options available under the RSP. Accordingly, there are no above-market or preferential earnings on amounts deferred under the ERP. The Associates’ Pension Plan and the Excess Pension Plan were frozen as of December 31, 1997; therefore, no service credits have been earned since that date by Mr. J. Hagedorn, the only NEO eligible for either the Associates’ Pension Plan or the Excess Pension Plan. For additional information, see the table below captioned “Pension Benefits at Fiscal 2025 Year-End.” (7) Reflects the actuarial present value of accumulated benefit for the respective fiscal year under both the Associates’ Pension Plan and the Excess Pension Plan for Mr. J. Hagedorn. However, for fiscal 2025 and fiscal 2023, the accumulated benefit decreased for Mr. J. Hagedorn and, based on applicable SEC Rules, amounts reported in this table cannot be negative. (8) Please see the table below captioned “All Other Compensation Table” for information regarding the components of the “All Other Compensation” column.
Grants of Plan-Based Awards Table
Grants of Plan-Based Awards Table The following table sets forth information concerning equity-based awards made during fiscal 2025 as well as the range of potential payouts under the EIP, a non-equity incentive plan, with respect to performance goals for fiscal 2025. Based on the design of our EIP for fiscal 2025 and the tabular reporting requirements for grants of plan-based awards, the following table reflects the range of potential incentive payouts, within the “Payouts Under Non-Equity Incentive Plan Awards” columns. However, for purposes of delivering the payout under the EIP to each NEO, a portion of the final calculated annual cash-based incentive payout was subsequently converted to equity in the form of an immediately vested restricted stock unit award.
Grants of Plan-Based Awards for Fiscal 2025
Grants of Plan-Based Awards for Fiscal 2025
Grants of Plan-Based Awards for Fiscal 2025
| Name | Grant Date(1) | | Payouts Under Non-Equity Incentive Plan Awards (2) | | | Payouts Under Equity Incentive Plan Awards (Common Shares) | | | Stock Awards: Number of Shares of Stock or Units (#) | Number of Shares Underlying Stock Options (#) | Price of Option Awards ($/sh) | Grant Date Fair Value of Stock and Option Awards (#)(3) | | | | Approval Date | Min. ($) | Target ($) | Max. ($) | Min. | Target | Max. | | | | | | James Hagedorn | | | | | | | | | | | | | | NSOs | 11/8/2024 | 10/31/2024 | | | | | | | | 126,051 | 72.60 | 2,805,895 | | PUs | 1/31/2025 | 1/30/2025 | | | | 21,139 | 42,278 | 114,151 | | | | 3,050,950 | | EIP | | | 1,050,000 | 2,100,000 | 5,250,000 | | | | | | | | | Mark J. Scheiwer | | | | | | | | | | | | | | NSOs | 11/8/2024 | 10/31/2025 | | | | | | | | 5,253 | 72.60 | 116,932 | | NSOs | 1/31/2025 | 1/30/2025 | | | | | | | | 7,524 | 70.96 | 163,722 | | NSOs | 5/1/2025 | 4/17/2025 | | | | | | | | 11,436 | 53.36 | 187,093 | | PUs | 1/31/2025 | 1/30/2025 | | | | 2,114 | 4,228 | 11,416 | | | | 305,109 | | PUs | 5/1/2025 | 4/17/2025 | | | | 1,875 | 3,749 | 10,123 | | | | 203,436 | | EIP | | | 292,500 | 585,000 | 1,462,500 | | | | | | | | | Nathan E. Baxter | | | | | | | | | | | | | | NSOs | 11/8/2024 | 10/31/2024 | | | | | | | | 42,017 | 72.60 | 935,298 | | NSOs | 1/31/2025 | 1/30/2025 | | | | | | | | 10,749 | 70.96 | 233,898 | | PUs | 1/31/2025 | 1/30/2025 | | | | 8,808 | 17,616 | 47,564 | | | | 1,271,241 | | EIP | | | 723,887 | 1,447,774 | 3,619,435 | | | | | | | | | Christopher J. Hagedorn | | | | | | | | | | | | | | NSOs | 11/8/2024 | 10/31/2024 | | | | | | | | 21,009 | 72.60 | 467,660 | | NSOs | 1/31/2025 | 1/30/2025 | | | | | | | | 5,375 | 70.96 | 116,960 | | PUs | 1/31/2025 | 1/30/2025 | | | | 4,404 | 8,808 | 23,782 | | | | 635,621 | | EIP | | | 311,240 | 622,479 | 1,556,197.5 | | | | | | | | | Dimiter Todorov | | | | | | | | | | | | | | NSOs | 11/8/2024 | 10/31/2025 | | | | | | | | 14,181 | 72.60 | 315,669 | | NSOs | 1/31/2025 | 1/30/2025 | | | | | | | | 1,613 | 70.96 | 35,099 | | PUs | 1/31/2025 | 1/30/2025 | | | | 2,643 | 5,285 | 14,270 | | | | 381,387 | | EIP | | | 247,500 | 495,000 | 1,237,500 | | | | | | | | | Matthew E. Garth | | | | | | | | | | | | | | NSOs | 11/8/2024 | 10/31/2024 | | | | | | | | 42,017 | 72.60 | 935,298 | | EIP | | | 593,750 | 1,187,500 | 2,968,750 | | | | | | | |
Grants of Plan-Based Awards for Fiscal 2025
(1) In general, grant dates are established in accordance with the Company’s grant date protocol, which generally establishes an effective date for all annual long-term incentives as the second or third trading day following the first quarter earnings release, however, the grant dates for NSO awards made during fiscal 2025 were established during an open trading window on the day of or the day after the applicable Compensation Committee approval. (2) The value listed reflects the amount each NEO was eligible to receive based on performance goals set for the EIP Business Performance Factors pursuant to the EIP for fiscal 2025. EIP payouts (up to 100%) were converted to equity in the form of an immediately vested restricted stock unit award on November 13, 2025. A detailed description of the performance goals for the EIP Business Performance Factors, and potential incentive award payouts under the EIP is provided in the section captioned “Elements of Executive Compensation — Annual Cash Incentive Compensation (short-term compensation element)” within the CD&A. (3) The grant date fair value of each PU award, and the binomial value for each NSO award, was determined using the value of the underlying Common Shares on the date of grant listed, and was calculated in accordance with the equity compensation accounting provisions of FASB ASC Topic 718, without respect to forfeiture assumptions. Awards are subject to the following vesting provisions:
Grants of Plan-Based Awards for Fiscal 2025
| Award | Vesting Provision | | NSOs | Generally, three-year cliff vesting requirement; NSOs granted to Mr. Scheiwer on May 1, 2025 in connection with his promotion, will vest on January 31, 2028, so that they are aligned to the vesting schedule of the annual grant for fiscal 2025. | | PUs | Three-year cliff vesting requirement and achievement of the pre-defined performance goals for the applicable three-year performance period. PUs granted to Mr. Scheiwer on May 1, 2025 in connection with his promotion, will vest on January 31, 2028, so that they are aligned to the vesting schedule of the annual grant for fiscal 2025. |
Outstanding Equity Awards Table
Outstanding Equity Awards Table The following table provides information regarding outstanding equity-based awards as of September 30, 2025.
Outstanding Equity Awards at Fiscal 2025 Year-End
Outstanding Equity Awards at Fiscal 2025 Year-End
Outstanding Equity Awards at Fiscal 2025 Year-End
| | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#)(1) | Number of Securities Underlying Unexercised Options Unexercisable (#)(1) | Option Exercise Price ($)(2) | Option Expiration Date | Number of Shares or Units That Have Not Vested (#)(3) | Market Value of Shares or Units That Have Not Vested ($)(4) | Equity Incentive Plan Awards: Number of Unearned Shares or Units That Have Not Vested (#)(5) | Equity Incentive Plan Awards: Market or Payout Value Of Unearned Shares or Units That Have Not Vested ($)(6) | | James Hagedorn | 1/29/2016 | 143,079 | | 64.55 | 1/29/2026 | | | | | | | 2/5/2021 | 39,263 | | 236.53 | 2/5/2031 | | | | | | | 11/4/2022 | 200,507 | | 50.40 | 11/4/2032 | | | | | | | 2/3/2023 | | | | | | | 43,759 | 2,492,075 | | | 11/16/2023 | | 277,947 | 56.87 | 11/16/2033 | | | | | | | 2/16/2024 | | | | | | | 79,139 | 4,506,966 | | | 11/8/2024 | | 126,051 | 72.60 | 11/8/2034 | | | | | | | 1/31/2025 | | | | | | | 42,278 | 2,407,732 | | Mark J. Scheiwer | 2/5/2021 | 1,964 | | 236.53 | 2/5/2031 | | | | | | | 11/4/2022 | | 8,355 | 50.40 | 11/4/2032 | | | | | | | 2/3/2023 | | | | | 1,824 | 103,877 | | | | | 10/2/2023 | | 49,116 | 47.62 | 10/2/2033 | 4,106 | 233,837 | | | | | 11/16/2023 | | 7,595 | 56.87 | 11/16/2033 | | | | | | | 2/16/2024 | | | | | | | 2,163 | 123,183 | | | 11/8/2024 | | 5,253 | 72.60 | 11/8/2034 | | | | | | | 1/31/2025 | | 7,524 | 70.96 | 1/31/2035 | | | 4,228 | 240,785 | | | 5/1/2025 | | 11,436 | 53.36 | 5/1/2035 | | | 3,749 | 213,506 | | Nathan E. Baxter | 4/28/2023 | | 35,212 | 66.81 | 4/28/2033 | | | 13,472 | 767,230 | | | 9/5/2023 | | | | | 27,448 | 1,563,164 | | | | | 11/16/2023 | | 68,652 | 56.87 | 11/16/2033 | | | | | | | 2/16/2024 | | 14,935 | 57.81 | 2/16/2034 | | | 23,872 | 1,359,510 | | | 11/8/2024 | | 42,017 | 72.60 | 11/8/2034 | | | | | | | 1/31/2025 | | 10,749 | 70.96 | 1/31/2035 | | | 17,616 | 1,003,231 | | Christopher J. Hagedorn | 1/29/2016 | 5,857 | | 64.55 | 1/29/2026 | | | | | | | 2/5/2021 | 7,853 | | 236.53 | 2/5/2031 | | | | | | | 11/4/2022 | | 33,418 | 50.40 | 11/4/2032 | | | | | | | 2/3/2023 | | | | | | | 7,294 | 415,393 | | | 11/16/2023 | | 57,033 | 56.87 | 11/16/2033 | | | | | | | 2/16/2024 | | | | | | | 16,239 | 924,811 | | | 11/8/2024 | | 21,009 | 72.60 | 11/8/2034 | | | | | | | 1/31/2025 | | 5,375 | 70.96 | 1/31/2035 | | | 8,808 | 501,616 | | Dimiter Todorov | 2/5/2021 | 1,571 | | 236.53 | 2/5/2031 | | | | | | | 11/4/2022 | | 6,684 | 50.40 | 11/4/2032 | | | | | | | 2/3/2023 | | | | | | | 5,106 | 290,787 | | | 11/16/2023 | | 29,618 | 56.87 | 11/16/2033 | | | | | | | 2/16/2024 | | 5,228 | 57.81 | 2/16/2034 | | | 9,947 | 566,482 | | | 11/8/2024 | | 14,181 | 72.60 | 11/8/2034 | | | | | | | 1/31/2025 | | 1,613 | 70.96 | 1/31/2035 | | | 5,285 | 300,981 |
Outstanding Equity Awards at Fiscal 2025 Year-End
(1) All of the NSOs shown in these two columns have a normal vesting date that is the third anniversary of the grant date shown in the column captioned “Grant Date,” with the exception of Mr. Scheiwer’s NSOs granted on May 1, 2025 in connection with his promotion, which will vest on January 31, 2028, so that they are aligned with the vesting schedule of the annual grant for fiscal 2025. (2) Each NSO was granted with an exercise price equal to the closing price of one Common Share on NYSE on the date of grant. (3) This column shows the aggregate number of RSUs outstanding as of September 30, 2025. The normal vesting date for each award based on the listed grant date is as follows:
Outstanding Equity Awards at Fiscal 2025 Year-End
| Award Type | Grant Date | Normal Vesting Date | Vesting Schedule Notes | | RSUs | 2/3/2023 | 2/3/2026 | Vests on the third anniversary of the grant date | | RSUs | 10/2/2023 | 10/2/2026 | Vests on the third anniversary of the grant date | | RSUs | 9/5/2023 | 9/5/2026 | Vests on the third anniversary of the grant date |
Outstanding Equity Awards at Fiscal 2025 Year-End
(4) Reflects the market value of unvested RSUs, computed by multiplying the closing price of our Common Shares on September 30, 2025 of $56.95 by the number of Common Shares underlying such unvested RSUs. (5) This column shows the aggregate number of Common Shares underlying the PUs outstanding as of September 30, 2025. In each case, the number of Common Shares reported reflects actual certified achievement or probable payout based on accounting assumptions as of September 30, 2025 as indicated below:
Outstanding Equity Awards at Fiscal 2025 Year-End
| Award Type | Grant Date | Payout % | Notes | | PUs | 2/3/2023 | 100.0% | Actual performance certified for the 2024 calendar year performance period | | PUs | 4/28/2023 | 100.0% | Actual performance certified for the 2024 calendar year performance period | | PUs | 2/16/2024 | 100.0% | Probable performance for the FY24-FY26 performance period based on year-end results as of fiscal 2025 year-end | | PUs | 1/31/2025 5/01/2025 | 100.0% | Probable performance for the FY25-FY27 performance period based on year-end results as of fiscal 2025 year-end |
Outstanding Equity Awards at Fiscal 2025 Year-End
(6) Reflects the market value of unvested shares as of September 30, 2025 based on the closing stock price of our Common Shares on September 30, 2025 of $56.95. Value reflects actual or probable payout based on accounting assumptions as of September 30, 2025 as indicated in footnote (5).
Option Exercises and Stock Vested Table
Option Exercises and Stock Vested Table The following table provides information concerning the aggregate amounts realized or received in connection with the exercise or vesting of equity-based awards for each NEO during fiscal 2025.
Option Exercises and Stock Vested for Fiscal 2025
Option Exercises and Stock Vested for Fiscal 2025
Option Exercises and Stock Vested for Fiscal 2025
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) (2) | Value Realized on Vesting ($)(3) | | James Hagedorn | 142,733 | 1,703,650 | 55,004 | 3,987,416 | | Mark J. Scheiwer | — | — | 6,603 | 541,246 | | Nathan E. Baxter | — | — | 23,949 | 1,667,196 | | Christopher J. Hagedorn | 3,568 | 42,391 | 12,797 | 934,903 | | Dimiter Todorov | — | — | 11,434 | 899,511 | | Matthew E. Garth | — | — | 25,126 | 1,888,292 |
Option Exercises and Stock Vested for Fiscal 2025
(1) The value realized on exercise of NSOs is calculated based on the excess of the closing price of our Common Shares on the date of exercise over the exercise price of the NSO, multiplied by the number of Common Shares acquired upon exercise. (2) Reflects the number of Common Shares received in connection with the RSUs for each respective NEO granted and settled in fiscal 2025 as listed below:
Option Exercises and Stock Vested for Fiscal 2025
| NEO | RSU Grant Date | RSU Vest / Settlement Date | | James Hagedorn | 2/4/2022 | 2/4/2025 | | | 11/14/2024 | 11/14/2024 | | Mark J. Scheiwer | 2/4/2022 | 2/4/2025 | | | 11/4/2022 | 11/4/2024 | | | 11/14/2024 | 11/14/2024 | | Nathan E. Baxter | 4/28/2023 | 4/28/2025 | | | 11/14/2024 | 11/14/2024 | | Christopher J. Hagedorn | 2/4/2022 | 2/4/2025 | | | 11/14/2024 | 11/14/2024 | | Dimiter Todorov | 2/4/2022 | 2/4/2025 | | | 11/4/2022 | 11/4/2024 | | | 11/14/2024 | 11/14/2024 | | Matthew E. Garth | 12/1/2022 | 12/1/2024 | | | 11/14/2024 | 11/14/2024 |
Option Exercises and Stock Vested for Fiscal 2025
(3) The value realized on the settlement of RSUs described above is calculated by multiplying the number of Common Shares underlying the vested shares or units by the closing price of our Common Shares on the applicable settlement date.
Pension Benefits Table
Pension Benefits Table The Scotts Company LLC (“Scotts LLC”) maintains the Associates’ Pension Plan, a tax-qualified, non-contributory defined benefit pension plan. Eligibility for and accruals under the Associates’ Pension Plan were frozen as of December 31, 1997. Monthly benefits under the Associates’ Pension Plan upon normal retirement (age 65) are determined under the following formula: (a)(i) 1.5% of the individual’s highest average annual compensation for 60 consecutive months during the 10-year period ending December 31, 1997; times (ii) Years of benefit service through December 31, 1997; reduced by (b)(i) 1.25% of the individual’s primary Social Security benefit (as of December 31, 1997); times (ii) Years of benefit service through December 31, 1997. Compensation includes all gross earnings plus 401(k) contributions and salary reduction contributions for welfare benefits (such as medical, dental, vision and flexible spending accounts), but does not include earnings in connection with foreign service, the value of a Company car or separation or other special allowances. An individual’s primary Social Security benefit is based on the Social Security Act as in effect on December 31, 1997, and assumes constant compensation through age 65 and that the individual will not retire earlier than age 65. No more than 40 years of benefit service are taken into account. For Mr. J. Hagedorn, benefits under the Associates’ Pension Plan are supplemented by benefits under the Excess Pension Plan. The Excess Pension Plan was established October 1, 1993 and was frozen as of December 31, 1997. The Excess Pension Plan provides additional benefits to participants in the Associates’ Pension Plan whose benefits are reduced by limitations imposed under IRC § 415 and § 401(a)(17). Executive officers and certain key employees participating in the Excess Pension Plan will receive, at the time and in the same form as benefits are paid under the Associates’ Pension Plan, additional monthly benefits in an amount which, when added to the benefits paid to each participant under the Associates’ Pension Plan, will equal the benefit amount such participant would have earned but for the limitations imposed by the IRC. The following table shows information related to the Associates’ Pension Plan and the Excess Pension Plan for Mr. J. Hagedorn, the only NEO who participates in either plan. Since both the Associates’ Pension Plan and the Excess Pension Plan were frozen as of December 31, 1997, no further years of credited service have been or may be earned after that date.
Pension Benefits at Fiscal 2025 Year-End
Pension Benefits at Fiscal 2025 Year-End
Pension Benefits at Fiscal 2025 Year-End
| Name | Plan Name | Number of Years Credited Service (#)(1) | Present Value of Accumulated Benefit ($)(2) | | James Hagedorn | The Scotts Company LLC Associates’ Pension Plan | 9.917 | 224,864 | | | The Scotts Company LLC Excess Benefit Plan For Non Grandfathered Associates | 2.000 | 43,347 | | | Total | | 268,211 |
Pension Benefits at Fiscal 2025 Year-End
________________________ (1) The number of years of credited service shown is the applicable service earned under each respective plan as of December 31, 1997, the date each of the plans were frozen. As a result, no additional benefits will be attributed to years of service after such date. (2) Assumptions used in the calculation of these amounts are included in Note 8 to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for fiscal 2025.
Non-Qualified Deferred Compensation Table
Non-Qualified Deferred Compensation Table The ERP is a non-qualified deferred compensation plan that provides key executives, including the NEOs, the opportunity to: (1) defer compensation with respect to salary and amounts received in lieu of salary; and (2) defer compensation with respect to any Performance Award (as defined in the ERP). The ERP also includes Company SRA contributions which may be awarded to the NEOs at the discretion of the Compensation Committee. The ERP is an unfunded plan and is subject to the claims of the Company’s general creditors. For additional discussion, see the section captioned “Elements of Executive Compensation — Retirement Plans and Deferred Compensation Benefits (long-term compensation element) — Executive Retirement Plan” within the CD&A.
Non-Qualified Deferred Compensation for Fiscal 2025
Non-Qualified Deferred Compensation for Fiscal 2025
Non-Qualified Deferred Compensation for Fiscal 2025
| Name | Executive Contributions in Last Fiscal Year ($)(1) | Company Contributions in Last Fiscal Year ($)(2) | Aggregate Earnings in Last Fiscal Year ($)(3) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last Fiscal Year End ($)(4) | | James Hagedorn | 56,000 | 1,064,125 | (5,526,828) | (112,029) | 14,662,371 | | Mark J. Scheiwer | 37,278 | 1,899 | 61,302 | — | 661,357 | | Nathan E. Baxter | 54,283 | 45,688 | 17,144 | — | 153,517 | | Christopher J. Hagedorn | — | — | — | — | — | | Dimiter Todorov | 52,417 | 14,438 | 141,126 | — | 1,133,030 | | Matthew E. Garth | 14,250 | 45,375 | 52,572 | (34,992) | 335,215 |
Non-Qualified Deferred Compensation for Fiscal 2025
(1) These amounts reflect each NEO’s contributions to the ERP during fiscal 2025 which are also included in base salary amounts reported in the Summary Compensation Table. (2) Reflects Company matching contributions and discretionary SRA contributions made to the ERP with respect to each NEO during fiscal 2025; however, only Mr. J. Hagedorn received a discretionary SRA contribution during fiscal 2025, which totaled $1,000,000. The contributions for all other NEOs were Company matching contributions only. Company matching contributions to the ERP for a particular calendar year are not allocated until the first quarter of the subsequent calendar year. As a result, amounts reflected in this column do not include the following estimated Company matching contributions with respect to NEO contributions that were made to the ERP between January 1, 2025 and September 30, 2025: Mr. J. Hagedorn, $41,250; Mr. Scheiwer, $7,812; Mr. Baxter, $30,000; Mr. C. Hagedorn, $0; Mr. Todorov, $4,687; and Mr. Garth, $0. (3) Represents aggregate earnings for fiscal 2025 allocated to each NEO’s account in accordance with the ERP. Under the terms of the ERP, each participant has the right to elect investment funds against which amounts allocated to such participant’s account under the ERP will be benchmarked. The investment funds include a Company stock fund and mutual funds that are substantially consistent with the investment options available under the RSP. Because there are no preferential earnings, these amounts are not reflected in the Summary Compensation Table. (4) Includes amounts previously reported as compensation to the NEOs in the Summary Compensation Table for fiscal 2024 and fiscal 2023 as follows: Mr. J. Hagedorn, $1,672,309; Mr. Scheiwer, n/a; Mr. Baxter, $0; Mr. C. Hagedorn, $0; Mr. Todorov, $12,750; and Mr. Garth, $0. The aggregate balances shown for each of the NEOs is fully vested.
CEO PAY RATIO DISCLOSURE
CEO PAY RATIO DISCLOSURE We are providing the following information regarding the relationship of the annual total compensation of our CEO and that of our “median employee,” as required by Section 953(b) of the Dodd-Frank Act, and Item 402(u) of Regulation S-K. Utilizing our defined methodology, we have identified our median employee for fiscal 2025 based on our employee population (including full-time, part-time, temporary and seasonal employees located within or outside of the United States, other than the CEO) as of September 30, 2025. For fiscal 2025, our median employee is a machine operator located in the United States: •The annual total compensation of our median employee, excluding the CEO, was $66,696; •The annual total compensation of our CEO, as reported in the Summary Compensation Table on page 43 of this Proxy Statement, was $12,299,261; and •The ratio of the annual total compensation of our CEO to the annual total compensation of our median employee, excluding the CEO, was 184 to 1. The annual total compensation for our median employee during fiscal 2025 was calculated using the same methodology we use for our NEOs, as reported in the Summary Compensation Table on page 43 of this Proxy Statement. We identified our median employee based on our employee population as of September 30, 2025 that consisted of 5,192 employees. In accordance with the SEC’s de minimis exemption, we excluded all of our employees in China (13), Mexico (35) and the Netherlands (21). Our median employee was identified utilizing calendar year-to-date gross wages (annualized for our full-time and part-time employees) plus target cash incentive. For employees working outside of the United States, we converted wages to U.S. dollars using budgeted exchange rates. Note that the SEC’s pay ratio disclosure rules provide reporting companies with a great deal of flexibility in determining the methodology used to identify the median employee and the pay ratio. As such, our methodology may differ materially from the methodology used by other companies to prepare their pay ratio disclosures, which may contribute to a lack of comparability between our pay ratio and the pay ratio reported by other companies, including those within our industry. This information is being provided for compliance purposes. Neither the Compensation Committee nor our management used the CEO pay ratio measure in making compensation decisions.
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Act, we provide the following disclosure regarding executive compensation for our CEO and all other NEOs (“Other NEOs”) and Company performance for the fiscal years listed below. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.
PAY VERSUS PERFORMANCE
| | | | | | | | | | Value of Initial Fixed $100 Investment based on:(4) | | | | | Year | SCT Total for CEO(1) $ | | CAP to CEO (1)(2)(3) $ | | Avg. SCT Total for Other NEOs (1) $ | | Avg. CAP Paid to Other NEOs (1)(2)(3) $ | | TSR $ | S&P 500 Household Products Index TSR $ | Net Income (Loss) ($M) | Non-GAAP Adj. EBITDA as set forth in our credit facility (5) ($M) | | 2025 | 12,299,261 | | (9,267,076) | | 3,511,630 | | 265,382 | | 43.9 | 117.4 | 145.2 | 584.3 | | 2024 | 15,233,189 | | 35,810,891 | | 4,398,951 | | 8,951,295 | | 64.1 | 132.8 | (34.9) | 544.1 | | 2023 | 11,994,566 | | 6,794,634 | | 3,983,355 | | 2,698,654 | | 36.6 | 106.1 | (380.1) | 485.5 | | 2022 | 8,169,861 | | (3,411,145) | | 1,949,940 | | (949,567) | | 29.0 | 91.6 | (437.5) | 567.1 | | 2021 | 10,713,912 | 8,226,342 | 8,226,342 | 2,761,516 | 2,761,516 | 2,446,250 | 2,446,250 | 100 | 97.0 | 99.9 | 513.4 | 916.5 |
PAY VERSUS PERFORMANCE
________________________ (1) James Hagedorn was our CEO for each year presented. The individuals comprising the Other NEOs for each year presented are listed below.
PAY VERSUS PERFORMANCE
| 2025 | 2024 | 2023 | 2022 | 2021 | | Mark J. Scheiwer | Matthew E. Garth | Matthew E. Garth | David C. Evans | Cory J. Miller | | Nathan E. Baxter | Nathan E. Baxter | Nathan E. Baxter | Michael C. Lukemire | Michael C. Lukemire | | Christopher J. Hagedorn | Christopher J. Hagedorn | Michael C. Lukemire | Christopher J. Hagedorn | Christopher J. Hagedorn | | Dimiter Todorov | Dimiter Todorov | Denise S. Stump | Denise S. Stump | Denise S. Stump | | | | David C. Evans | Cory J. Miller | Thomas R. Coleman |
PAY VERSUS PERFORMANCE
(2) The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote (3) below. (3) Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the CEO and the Other NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in row (A) below reflect the amounts attributable to the Change in Pension Value reported in the Summary Compensation Table. Amounts in row (B) below are based on the service cost for services rendered during the listed year. Amounts in row (C) below are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table.
PAY VERSUS PERFORMANCE
| | 2025 | | Summary Compensation Table Total for CEO | $12,299,261 | | - Aggregate change in actuarial present value of pension benefits (A) | — | | + Service cost of pension benefits (B) | — | | - SCT Stock Awards / SCT Option Awards (C) | (5,856,845) | | + Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year | 3,831,394 | | -/+ Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards | (19,170,590) | | -/+ Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year | — | | + Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year | (370,296) | | - Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year | — | | + Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included | — | | Compensation Actually Paid to CEO | $(9,267,076) |
PAY VERSUS PERFORMANCE
The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:
PAY VERSUS PERFORMANCE
| | 2025 | | Average Summary Compensation Table Total for all Other NEOs | $3,511,630 | | - Aggregate change in actuarial present value of pension benefits (A) | — | | + Service cost of pension benefits (B) | — | | - SCT Stock Awards / SCT Option Awards (C) | (1,342,282) | | + Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year | 914,988 | | -/+ Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards | (2,779,680) | | -/+ Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year | — | | + Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year | (39,274) | | - Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year | — | | + Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included | — | | Average Compensation Actually Paid to all Other NEOs | $265,382 |
PAY VERSUS PERFORMANCE
(4) The Peer Group TSR set forth in this table utilizes the S&P 500 Household Products Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in the Company’s Annual Report on Form 10-K for fiscal 2025. The comparison assumes $100 was invested for the period starting September 30, 2020, through the end of the listed year in the Company and in the S&P 500 Household Products Index, respectively. Historical stock performance is not necessarily indicative of future stock performance. (5) For fiscal 2025 , we determined Non-GAAP Adjusted EBITDA (as set forth in our credit facility) to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our CEO and Other NEOs. Non-GAAP Adjusted EBITDA, as set forth in our credit facility, is a non-GAAP financial performance measure and is calculated as net income (loss) before interest, taxes, depreciation and amortization as well as certain other items, such as non-recurring or non-cash items affecting net income (loss). This calculation is intended to be consistent with the calculation of that measure as required by the Company's borrowing arrangements. See the section captioned “Elements of Executive Compensation — Annual Cash Incentive Compensation (short-term compensation element)” within the CD&A, for additional information regarding Non-GAAP Adjusted EBITDA.
Relationship Between CEO and Other NEO Compensation Actually Paid, Company Total Shareholder Return (“TSR”) and Peer Group TSR
Relationship Between CEO and Other NEO Compensation Actually Paid, Company Total Shareholder Return (“TSR”) and Peer Group TSR The following chart sets forth the relationship between Compensation Actually Paid to our CEO, the average of Compensation Actually Paid to our Other NEOs and the Company’s cumulative TSR over the five most recently completed fiscal years to that of the S&P 500 Household Products Index over the same period.
Relationship Between CEO and Other NEO Compensation Actually Paid and Net Income
Relationship Between CEO and Other NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our CEO, the average of Compensation Actually Paid to our Other NEOs and our Net Income during the five most recently completed fiscal years.
Relationship Between CEO and Other NEO Compensation Actually Paid and Company-Selected Measure
Relationship Between CEO and Other NEO Compensation Actually Paid and Company-Selected Measure The following chart sets forth the relationship between Compensation Actually Paid to our CEO, the average of Compensation Actually Paid to our Other NEOs and our Company-Selected Measure (Non-GAAP Adjusted EBITDA as set forth in our credit facility) during the five most recently completed fiscal years.
Performance Measures Used to Link Company Performance and Compensation Actually Paid to the NEOs
Performance Measures Used to Link Company Performance and Compensation Actually Paid to the NEOs The financial performance measures that the Company considers to have been the most important in linking Compensation Actually Paid to our CEO and other NEOs for fiscal 2025 to Company performance are Non-GAAP Adjusted EBITDA as set forth in our credit facility, Non-GAAP Free Cash Flow, Net Leverage Improvement and Total Shareholder Return (these measures are not ranked). See the CD&A for a further description of the metrics used in the Company’s executive compensation program.
PAYMENTS ON TERMINATION OF EMPLOYMENT AND/OR CHANGE IN CONTROL
PAYMENTS ON TERMINATION OF EMPLOYMENT AND/OR CHANGE IN CONTROL The Company and its subsidiaries have entered into certain agreements and maintain certain plans that may provide compensation to the NEOs employed by the Company and its subsidiaries in the event of a termination of employment and/or a change in control of the Company and that would provide compensation to the NEOs no longer employed by the Company or its subsidiaries upon termination of employment. Severance Arrangements: None of our NEOs has an employment agreement with the Company. Effective December 11, 2013, Mr. J. Hagedorn entered into the Hagedorn Severance Agreement, which superseded and terminated his then-effective employment agreement. Each of the NEOs currently employed by the Company other than Mr. J. Hagedorn is a participant in the Company’s Executive Severance Plan. The Hagedorn Severance Agreement and the Executive Severance Plan provide for severance and continued compensation and benefit eligibility as summarized in the table below:
PAYMENTS ON TERMINATION OF EMPLOYMENT AND/OR CHANGE IN CONTROL
| | Prior to CIC | | Within 2 Years Following CIC | | | Involuntary Without Cause or Voluntary With Good Reason | Due to Death or Disability | Involuntary Without Cause or Voluntary With Good Reason | | Salary Continuation: | | | | | CEO | 3x base salary (lump sum) | None | 3x base salary (lump sum) | | All Other NEOs | 2x base salary | None | 2x base salary (lump sum) | | Annual Incentive: | | | | | CEO | 3x highest bonus paid in prior 3 years (lump sum) | None | 3x highest bonus paid in prior 3 years (lump sum) | | All Other NEOs | 2x target bonus | None | 2x target bonus plus prorated annual bonus (lump sum) | | Welfare Benefits: | | | | | CEO | Coverage ends and CEO receives lump sum payment equal to the equivalent monthly premiums to continue medical, disability and life insurance for a period of 3 years | None | Coverage ends and CEO receives lump sum payment equal to the equivalent monthly premiums to continue medical, disability and life insurance for a period of 3 years | | All Other NEOs | Coverage ends and NEO receives Benefits Offset Payment for 24 months | None | Coverage ends and NEO receives lump sum payment equal to Benefits Offset Payment for 24 months | | Non-Compete Payments: | | | | | CEO | $3.6 million, payable in $100,000 monthly installments | None | $3.6 million, payable in $100,000 monthly installments | | All Other NEOs | No additional compensation provided | None | No additional compensation provided |
PAYMENTS ON TERMINATION OF EMPLOYMENT AND/OR CHANGE IN CONTROL
Under the Executive Severance Plan, if an NEO terminates their employment voluntarily without Good Reason, other than for retirement, or such NEO’s employment is terminated for Cause, the NEO is not entitled to receive any additional base salary continuation or any other benefits under the Executive Severance Plan. The Company’s specific obligations to each of the NEOs are detailed in the separate tables that follow. Equity-Based Compensation Plans: Grants of NSOs, RSUs and PUs are typically subject to three-year, time-based vesting. However, our equity-based compensation plans generally provide for accelerated vesting (either full or partial) or forfeiture in certain situations, as indicated in the following table. These acceleration and forfeiture provisions apply to all Participants in our equity-based compensation plans.
PAYMENTS ON TERMINATION OF EMPLOYMENT AND/OR CHANGE IN CONTROL
| Termination Due to: | Treatment of Unvested NSOs, RSUs and PUs | | Retirement | NSOs and RSUs vest on date of termination. PUs generally vest on the third anniversary of the grant date and remain subject to the achievement of performance criteria | | Death or Disability | Vest on date of termination | | For Cause | Forfeited on date of termination | | Any Other Reason | Forfeited on date of termination | | Subsequent to Change in Control | Generally vest on date of termination within 24-months following a CIC (“double-trigger”) if the unvested awards are assumed, substituted or continued, as described below |
PAYMENTS ON TERMINATION OF EMPLOYMENT AND/OR CHANGE IN CONTROL
Retirement: A voluntary termination after a participant reaches age 55 with 10 years of service. As of September 30, 2025, Mr. J. Hagedorn is the only NEO that satisfies the requirements for retirement eligibility. Disability: Impairment that qualifies a participant for benefits under the Company’s long-term disability plan or any other long-term disability plan sponsored by the Company. Treatment of Equity Awards Following a Change in Control: Upon a change in control, our Long-Term Incentive Plan generally imposes a “double-trigger” vesting provision, which provides for vesting upon involuntary termination of employment within 24 months after a change in control if (1) equity-based awards are assumed, continued or substituted in the transaction or (2) equity-based awards otherwise continue in effect after the transaction. On the other hand, if the Compensation Committee, after evaluating the facts and circumstances of a change in control event, reasonably concludes that equity-based awards will not be assumed, substituted or continued by the resulting entity, our “responsive” single trigger will take effect and the awards will generally cancel or vest in exchange for a lump sum cash payment. These vesting and forfeiture provisions generally apply to all participants in our Long-Term Incentive Plan. Based on the vesting and forfeiture provisions, the following treatment applies to each equity-based award type subsequent to a CIC: •If awards are assumed, substituted or continued: Following an involuntary termination, without Cause, within 24 months after a change in control of the Company, any conditions on the employee’s rights under, or any restrictions on transfer or exercisability applicable to each replaced or continued award, will be waived or lapse as of the date of termination (i.e., “double-trigger”), •If awards are not substituted or continued: ◦NSOs: Subsequent to a change in control, and only if the unvested NSOs are not substituted or continued, (a) outstanding NSOs will be cancelled and the applicable NEO will receive cash in the amount of, or Common Shares having a fair value equal to, the difference between the change in control price per Common Share and the exercise price per Common Share associated with the cancelled NSO, or (b) the NEO exercises, with the permission of the Compensation Committee, the NEO’s outstanding NSOs within 15 days of the date of the change in control. ◦RSUs: Subsequent to a change in control, and only if the unvested RSUs are not substituted or continued, RSUs will vest in full and all restrictions relating to such awards will lapse. The vested awards will be distributed in (i) a single lump sum cash payment within 30 days following such change in control based on the change in control price or (ii) at the Compensation Committee’s discretion, in the form of whole Common Shares of the Company or shares of any successor company. ◦PUs: Subsequent to a change in control, and only if the unvested PUs are not substituted or continued, all service-based vesting criteria will be deemed to be satisfied and performance goals associated with outstanding awards will be deemed to have been met on the date of the change in control (as specified in the applicable award agreement), all performance periods will be accelerated to the date of the change in control and all outstanding awards will be distributed in a single lump sum cash payment within 30 days following such change in control based on the change in control price.
Termination of Employment and Change in Control — James Hagedorn
| | Termination Prior to CIC | | Following CIC(1) | | | Executive Benefits and Payments Upon Termination | Involuntary Without Cause or Voluntary With Good Reason | Termination Due to Death or Disability | Involuntary Without Cause or Voluntary With Good Reason | CIC Only | | Compensation(2): | | | | | | Base Salary (3x annual base salary) | $3,600,000 | $— | $3,600,000 | $— | | Bonus Amount(3) | 10,445,400 | — | 10,445,400 | — | | EIP — Pro Rata Payout(4) | 2,100,000 | 2,100,000 | 2,100,000 | — | | Equity-Based Compensation: | — | — | — | | | Stock Options: | | | | | | Unvested and Accelerated(5) | 1,335,557 | 1,335,557 | 1,335,557 | — | | Restricted Stock Units: | | | | | | Unvested and Accelerated(6) | — | — | — | — | | Performance Units: | | | | | | Unvested and Accelerated(7) | 9,406,773 | 9,406,773 | 9,406,773 | — | | Benefits and Perquisites: | | | | | | Health & Welfare Benefits(8) | 74,448 | — | 74,448 | — | | Other Payments: | | | | | | Non-Compete Payments(9) | 3,600,000 | — | 3,600,000 | — | | Total: | $30,562,178 | $12,842,330 | $30,562,178 | $— |
Termination of Employment and Change in Control — Mr. Scheiwer, Mr. Baxter, Mr. C. Hagedorn and Mr. Todorov
| Executive Benefits and Payments Upon Termination | Mr. Scheiwer | Mr. Baxter | Mr. C. Hagedorn | Mr. Todorov | | Compensation(1): | | | | | | Base Salary (2x annual base salary)(2) | $1,300,000 | $2,000,000 | $1,400,000 | $1,100,000 | | EIP — Pro Rata Actual Payout(3) | — | — | — | — | | ESP Bonus Amount (4) | 1,170,000 | 3,000,000 | 1,260,000 | 990,000 | | Equity-Based Compensation(5): | — | — | — | — | | Stock Options: | | | | | | Unvested and Accelerated | 54,725 | — | 218,888 | 43,780 | | Restricted Stock Units: | | | | | | Unvested and Accelerated(6) | 103,877 | — | — | — | | Performance Units: | | | | | | Unvested and Accelerated | — | — | 415,393 | 290,787 | | Benefits and Perquisites: | | | | | | Benefits Offset Payment(7) | 42,450 | 42,029 | 44,019 | 31,170 | | Total: | $2,671,052 | $5,042,029 | $3,338,300 | $2,455,737 |
Termination of Employment and Change in Control — Mr. Scheiwer, Mr. Baxter, Mr. C. Hagedorn and Mr. Todorov
| Executive Benefits and Payments Upon Termination | Mr. Scheiwer | Mr. Baxter | Mr. C. Hagedorn | Mr. Todorov | | Compensation(1): | | | | | | Base Salary | $1,300,000 | $— | $— | $— | | EIP — Pro Rata Actual Payout(2) | 585,000 | 1,447,917 | 622,500 | 495,000 | | ESP Bonus Amount | — | — | — | — | | Equity-Based Compensation: | | | | | | Stock Options: | | | | | | Unvested and Accelerated(3) | 89,279 | 5,492 | 223,451 | 46,150 | | Restricted Stock Units: | | | | | | Unvested and Accelerated(4) | 337,714 | 1,563,164 | — | — | | Performance Units: | | | | | | Unvested and Accelerated(5) | 577,473 | 3,129,972 | 1,841,820 | 1,158,249 | | Benefits and Perquisites: | | | | | | Benefits Offset Payment(6) | — | — | | — | | Total: | $2,889,466 | $6,146,545 | $2,687,771 | $1,699,399 |
Termination of Employment and Change in Control — Mr. Scheiwer, Mr. Baxter, Mr. C. Hagedorn and Mr. Todorov
| Executive Benefits and Payments Upon Termination | Mr. Scheiwer | Mr. Baxter | Mr. C. Hagedorn | Mr. Todorov | | Compensation(1): | | | | | | Base Salary (2x annual base salary)(2) | $1,300,000 | $2,000,000 | $1,400,000 | $1,100,000 | | EIP — Pro Rata Actual Payout(3) | 585,000 | 1,447,917 | 622,500 | 495,000 | | ESP Bonus Amount (4) | 1,170,000 | 2,895,833 | 1,245,000 | 990,000 | | Equity-Based Compensation: | 0 | 0 | 0 | 0 | | Stock Options: | | | | | | Unvested and Accelerated(5) | 89,279 | 5,492 | 223,451 | 46,150 | | Restricted Stock Units: | | | | | | Unvested and Accelerated(6) | 337,714 | 1,563,164 | — | — | | Performance Units: | | | | | | Unvested and Accelerated(7) | 577,473 | 3,129,972 | 1,841,820 | 1,158,249 | | Benefits and Perquisites: | | | | | | Benefits Offset Payment(8) | 42,450 | 42,029 | 44,019 | 31,170 | | Total: | $4,101,916 | $11,084,407 | $5,376,790 | $3,820,569 |
Termination of Employment and Change in Control — Mr. Scheiwer, Mr. Baxter, Mr. C. Hagedorn and Mr. Todorov
| Executive Benefits and Payments Upon Termination | Mr. Scheiwer | Mr. Baxter | Mr. C. Hagedorn | Mr. Todorov | | Compensation(1): | | | | | | Base Salary (2x annual base salary) | $— | $— | $— | $— | | EIP — Pro Rata Actual Payout | — | — | — | — | | ESP Bonus Amount | — | — | — | — | | Equity-Based Compensation: | | | | | | Stock Options: | | | | | | Unvested and Accelerated(2) | — | — | — | — | | Restricted Stock Units: | | | | | | Unvested and Accelerated(2) | — | — | — | — | | Performance Units: | | | | | | Unvested and Accelerated(2) | — | — | — | — | | Benefits and Perquisites: | | | | | | Benefits Offset Payment | — | — | — | — | | Total: | $— | $— | $— | $— |
Dilution Analysis — Supplemental Disclosures
| Shares Underlying Outstanding Equity Awards as reported on Form 10-K as of September 30, 2025 | 3,451,340 | | Awards settled between October 1, 2025 and December 1, 2025 | (386,981) | | Awards cancelled between October 1, 2025 and December 1, 2025 | (9,383) | | Awards granted between October 1, 2025 and December 1, 2025 (Full-value awards) | 374,091 | | Shares reserved for incremental performance above target outstanding PU Awards, where applicable | 496,037 | | Actual equity awards outstanding as of December 1, 2025 | 3,925,104 |

DEF 14A of Scotts Miracle-Gro Co

ELECTION OF DIRECTORS

Class II — Terms to Expire at the 2027 Annual Meeting

NON-EMPLOYEE DIRECTOR COMPENSATION

Benchmarking Non-Employee Director Compensation

Non-Employee Director Compensation Structure for 2025

Non-Employee Director Compensation Structure for 2025

Aligning Non-Employee Director Compensation and Shareholder Interests

Aligning Non-Employee Director Compensation and Shareholder Interests

Non-Employee Director Compensation Table

Non-Employee Director Compensation Table

Non-Employee Director Compensation Table

Non-Employee Director Compensation Table

Non-Employee Director Compensation Table

Non-Employee Director Compensation Table

Executive Summary

Advisory “Say-on-Pay” Vote and Shareholder Engagement

Our Compensation Objectives

Elements of Executive Compensation

Base Salary (short-term compensation element)

Annual Cash Incentive Compensation (short-term compensation element)

Annual Cash Incentive Compensation (short-term compensation element)

Annual Cash Incentive Compensation (short-term compensation element)

Annual Cash Incentive Compensation (short-term compensation element)

Annual Cash Incentive Compensation (short-term compensation element)

Annual Cash Incentive Compensation (short-term compensation element)

Annual Cash Incentive Compensation (short-term compensation element)

Annual Cash Incentive Compensation (short-term compensation element)

Annual Cash Incentive Compensation (short-term compensation element)

Long-Term Equity-Based Incentive Awards (long-term compensation element)

Long-Term Equity-Based Incentive Awards (long-term compensation element)

Long-Term Equity-Based Incentive Awards (long-term compensation element)

Long-Term Equity-Based Incentive Awards (long-term compensation element)

Long-Term Equity-Based Incentive Awards (long-term compensation element)

Executive Perquisites and Other Benefits (short-term compensation element)

Retirement Plans and Deferred Compensation Benefits (long-term compensation element)

Compensation Peer Group

Compensation Peer Group

Compensation Peer Group

Role of Management in Compensation Decisions

Setting Compensation Levels for CEO and Other NEOs

Practices Regarding Equity-Based Awards

Risk Assessment in Compensation Programs

Summary Compensation Table

Summary Compensation Table for Fiscal 2025

Summary Compensation Table for Fiscal 2025

Summary Compensation Table for Fiscal 2025

Grants of Plan-Based Awards Table

Grants of Plan-Based Awards for Fiscal 2025

Grants of Plan-Based Awards for Fiscal 2025

Grants of Plan-Based Awards for Fiscal 2025

Grants of Plan-Based Awards for Fiscal 2025

Outstanding Equity Awards Table

Outstanding Equity Awards at Fiscal 2025 Year-End

Outstanding Equity Awards at Fiscal 2025 Year-End

Outstanding Equity Awards at Fiscal 2025 Year-End

Outstanding Equity Awards at Fiscal 2025 Year-End

Outstanding Equity Awards at Fiscal 2025 Year-End

Outstanding Equity Awards at Fiscal 2025 Year-End

Outstanding Equity Awards at Fiscal 2025 Year-End

Option Exercises and Stock Vested Table

Option Exercises and Stock Vested for Fiscal 2025

Option Exercises and Stock Vested for Fiscal 2025

Option Exercises and Stock Vested for Fiscal 2025

Option Exercises and Stock Vested for Fiscal 2025

Option Exercises and Stock Vested for Fiscal 2025

Pension Benefits Table

Pension Benefits at Fiscal 2025 Year-End

Pension Benefits at Fiscal 2025 Year-End

Pension Benefits at Fiscal 2025 Year-End

Non-Qualified Deferred Compensation Table

Non-Qualified Deferred Compensation for Fiscal 2025

Non-Qualified Deferred Compensation for Fiscal 2025

Non-Qualified Deferred Compensation for Fiscal 2025

CEO PAY RATIO DISCLOSURE

PAY VERSUS PERFORMANCE

PAY VERSUS PERFORMANCE

PAY VERSUS PERFORMANCE

PAY VERSUS PERFORMANCE

PAY VERSUS PERFORMANCE