DEF 14A of Energizer Holdings, Inc., Dec 12, 2024

DEF 14A of Energizer Holdings, Inc.

Filed Dec 12, 2024 · FY20240001632790-24-000144

Open on EDGAR

  1. KATHRYN A. DUGAN

    | FREQUENTLY ACCESSED INFORMATION | | | | 30 | Auditor Fees | | | 8 | Board Leadership Structure | | | 58 | CEO Pay Ratio | | | 37 | Clawback Policy | | | 27 | Director Attendance | | | 21 | Director Nominee Information | | | 38 | Executive Compensation Peer Group | | | 37 | Hedging and Pledging Prohibition | | | 38 | Independent Compensation Consultant | | | 15 | Risk Oversight | | | 14 | Strategy Oversight | | | 67 | Stock Ownership of Executives and Directors | | | 12 | Succession Planning — Directors | | | 11 | Succession Planning — Executive Officers | | | 47 | Summary Compensation Table | | | FREQUENTLY USED TERMS & ABBREVIATIONS | | | | 2020 Plan | | Energizer Holdings, Inc. Omnibus Incentive Plan | | 2023 Plan | | Energizer Holdings, Inc. 2023 Omnibus Incentive Plan | | ASC | | Accounting Standards Codification | | DEIB | | Diversity, Equity, Inclusion & Belonging | | ESG | | Environmental, Social and Governance | | FASB | | Financial Accounting Standards Board | | NEOs | | Named Executive Officers | | NYSE | | New York Stock Exchange | | PCAOB | | Public Company Accounting Oversight Board | | PEO | | Principal Executive Officer | | PEP | | Pension Equity Plan | | PPMA | | PensionPlus Match Account | | PSU | | Performance Share Units | | PwC | | PricewaterhouseCoopers LLP | | RSU | | Restricted Stock Units | | SEC | | Securities and Exchange Commission | | SG&A | | Selling, General and Administrative Expenses | | Spin-Off | | Spin-off of Energizer from its former parent company in July 2015 |

  2. BOARD NOMINEES

    BOARD NOMINEES

  3. BOARD NOMINEES

    | | NAME | POSITION | AGE | TENURE | COMMITTEE MEMBERSHIP | | | Patrick J. Moore | Independent Chairman, Energizer Holdings, Inc. | 70 | 9 years | — | | | Cynthia J. Brinkley | Retired Chief Administrative and Markets Officer, Centene Corporation | 65 | 9 years | Human Capital (Chair); Nominating and Governance | | | Rebecca D. Frankiewicz | President, North America Region and Chief Commercial Officer, ManpowerGroup | 53 | 5 years | Audit; Human Capital | | | Kevin J. Hunt | Retired Chief Executive Officer and President, Ralcorp Holdings, Inc. | 73 | 9 years | Finance and Oversight (Chair); Human Capital | | | James C. Johnson | Retired General Counsel, Loop Capital Markets LLC | 72 | 9 years | Nominating and Governance (Chair); Audit | | | Mark S. LaVigne | President and Chief Executive Officer, Energizer Holdings, Inc. | 53 | 4 years | Finance and Oversight | | | Donal L. Mulligan | Retired Executive Vice President and Chief Financial Officer, General Mills, Inc. | 63 | 3 years | Audit; Finance and Oversight | | | Nneka L. Rimmer | Retired President, Global Flavors & Extracts, McCormick & Company | 53 | 6 years | Human Capital; Nominating and Governance | | | Robert V. Vitale | President and Chief Executive Officer, Post Holdings, Inc. | 58 | 7 years | Audit (Chair); Finance and Oversight |

  4. BOARD NOMINEES

    | | Energizer Holdings, Inc. 2024 Proxy Statement 3 |

  5. BOARD NOMINEES

    | PROXY SUMMARY | TABLE OF CONTENTS |

  6. INFORMATION ABOUT NOMINEES

    INFORMATION ABOUT NOMINEES

  7. INFORMATION ABOUT NOMINEES

    | | | | | | | Cynthia J. Brinkley Retired Chief Administrative and Markets Officer, Centene Corporation | | | | | | Age: 65 Independent Director Energizer Committees: Human Capital Committee (Chair) Nominating and Governance Committee Other Public Company Board: •Ameren Corporation | Director Since 2015 | | | | | | Ms. Brinkley served in multiple leadership roles at Centene Corporation, a government services managed care company, including as its Chief Administrative and Markets Officer from 2018 until 2019. Ms. Brinkley also served as Centene Corporation’s President and Chief Operating Officer from 2017 until 2018, Executive Vice President, Global Corporate Development from 2016 until 2017 and Executive Vice President, International Operations and Business Integration from 2014 until 2016. Prior to joining Centene in 2014, Ms. Brinkley served as Vice President of Global Human Resources for General Motors from 2011 to 2013. She also held various leadership roles at AT&T, Inc., including Senior Vice President of Talent Development, Chief Diversity Officer, and President of SBC / AT&T Missouri. | | | | | | Skills and Experience: | | | | | | •Executive Leadership | •Operations, Sales and Marketing | •Global / International Experience | | | | •Legal / Compliance | •Human Capital Management | •M&A / Corporate Strategy | | | | •Public Company Governance | •ESG | | | | | Ms. Brinkley brings significant experience in communications and human capital management as well as extensive experience as a senior executive at Fortune 10 and Fortune 50 companies to our Board of Directors and provides the Board with a unique perspective on high-profile issues facing our core businesses. | | | |

  8. INFORMATION ABOUT NOMINEES

    | | Energizer Holdings, Inc. 2024 Proxy Statement 21 |

  9. INFORMATION ABOUT NOMINEES

    | BOARD OF DIRECTORS | TABLE OF CONTENTS |

  10. INFORMATION ABOUT NOMINEES

    | | | | | | | Rebecca D. Frankiewicz President, North America Region and Chief Commercial Officer, ManpowerGroup | | | | | | Age: 53 Independent Director Energizer Committees: Audit Committee Human Capital Committee Other Public Company Board: •None | Director since 2020 | | | | | | Since June 2022, Ms. Frankiewicz has served as the President, North America Region and Chief Commercial Officer of ManpowerGroup, Inc. a world leader in innovation workforce solutions, responsible for over $10 billion in revenue and over 4,000 employees. Prior to her current position, Ms. Frankiewicz served as President, North America from July 2017 to May 2022. Before joining ManpowerGroup, Ms. Frankiewicz held a variety of positions at PepsiCo between 2006 and 2017, including leading one of PepsiCo’s largest subsidiaries, Quaker Foods North America. In that role she was responsible for the $2.6 billion business, leading all functions, sales, and manufacturing. Prior to PepsiCo, Ms. Frankiewicz served as a strategic consultant at Deloitte Consulting and Andersen Consulting and began her career at Procter & Gamble Company. | | | | | | Skills and Experience: | | | | | | •Executive Leadership | •Operations, Sales and Marketing | •CPG Industry | | | | •Global / International Experience | •Human Capital Management | •M&A / Corporate Strategy | | | | •Public Company Governance | •ESG | | | | | Ms. Frankiewicz’s extensive senior leadership experience advising international consumer goods companies on complex management and strategy matters provides unique perspective and expertise to the Board’s strategic planning process. Additionally, Ms. Frankiewicz’s leadership role at a leading global workforce solutions company provides the Board with insight on human capital management issues, including recruitment, retention and inclusion and diversity. | | | |

  11. INFORMATION ABOUT NOMINEES

    | | | | | | | Kevin J. Hunt Retired Chief Executive Officer and President, Ralcorp Holdings, Inc. | | | | | | Age: 73 Independent Director Energizer Committees: Finance and Oversight Committee (Chair) Human Capital Committee Other Public Company Board: •Clearwater Paper Company | Director Since 2015 | | | | | | Mr. Hunt served as President and Chief Executive Officer of Ralcorp Holdings, Inc., a producer of private-brand foods and food service products, from 2012 to 2013, when it was acquired by ConAgra Foods, Inc. Prior to serving as its President and Chief Executive Officer, Mr. Hunt served as Ralcorp Holdings, Inc.’s Co-Chief Executive Officer and President from 2003 to 2012 and as its Corporate Vice President from 1995 to 2003. Prior to joining Ralcorp Holdings, Mr. Hunt was Director of Strategic Planning for Ralston Purina and served in various marketing roles. Prior to Ralston Purina, Mr. Hunt was employed in various marketing and general management roles in international and domestic markets by American Home Products Corporation. | | | | | | He previously served as a Senior Advisor to C.H. Guenther & Sons, Inc. | | | | | | Skills and Experience: | | | | | | •Executive Leadership | •Operations, Sales and Marketing | •CPG Industry | | | | •Global / International Experience | •Financial Expertise | •Human Capital Management | | | | •M&A / Corporate Strategy | •Public Company Governance | | | | | As a former Chief Executive Officer and President of a NYSE-listed company, Mr. Hunt brings considerable experience to our Board and the committees on which he serves. | | | |

  12. INFORMATION ABOUT NOMINEES

    | 22 Energizer Holdings, Inc. 2024 Proxy Statement | |

  13. INFORMATION ABOUT NOMINEES

    | TABLE OF CONTENTS | BOARD OF DIRECTORS |

  14. INFORMATION ABOUT NOMINEES

    | | | | | | | James C. Johnson Retired General Counsel, Loop Capital Markets LLC | | | | | | Age: 72 Independent Director Energizer Committee: Audit Committee Nominating and Governance Committee (Chair) Other Public Company Boards: •Ameren Corporation •Hanesbrands Inc. •Edgewell Personal Care Company | Director Since 2015 | | | | | | Mr. Johnson served as General Counsel of Loop Capital Markets LLC, a financial services firm, from 2010 until his retirement in 2014. From 1998 to 2009, Mr. Johnson served in a number of positions at The Boeing Company, an aerospace and defense firm, including serving as Vice President, Corporate Secretary and Assistant General Counsel from 2003 until 2007, and Vice President and Assistant General Counsel, Commercial Airplanes from 2007 until 2009. In 2018, Mr. Johnson completed the NACD Cyber-Risk Oversight Program and earned the CERT Certificate in Cybersecurity Oversight, demonstrating his commitment to board-level cyber-risk oversight. | | | | | | Skills and Experience: | | | | | | •Executive Leadership | •Legal / Compliance | •Human Capital Management | | | | •M&A / Corporate Strategy | •Public Company Governance | •ESG | | | | •Technology & Information Security | | | | | | As a former General Counsel of a financial services firm and a former Vice President, Corporate Secretary and Assistant General Counsel of an aerospace and defense firm, Mr. Johnson provides our board with extensive executive management and leadership experience, as well as strong public company legal, compliance, and risk management skills. | | | |

  15. INFORMATION ABOUT NOMINEES

    | | | | | | | Mark S. LaVigne President and Chief Executive Officer, Energizer Holdings, Inc. | | | | | | Age: 53 Energizer Committee: Finance and Oversight Committee Other Public Company Board: •La-Z-Boy Incorporated | Director Since 2021 | | | | | | Mr. LaVigne has served as Energizer’s President since 2019 and as its Chief Executive Officer since January 2021. He previously served as Energizer's Executive Vice President and Chief Operating Officer from 2015 – 2019. Mr. LaVigne joined Energizer’s former parent company in 2010, as Vice President, Assistant General Counsel and Corporate Secretary, later serving as Vice President, General Counsel and Corporate Secretary during which time he led Energizer’s spin-off from our former parent company in 2015. | | | | | | Prior to joining the Company, Mr. LaVigne was a partner at Bryan Cave LLP from 2007 to 2010, where he specialized in business and transactional counseling, and advised our former parent company on several strategic acquisitions. | | | | | | Skills and Experience: | | | | | | •Executive Leadership | •Operations, Sales & Marketing | •CPG Industry | | | | •Global / International Experience | •Financial Expertise | •Legal / Compliance | | | | •Human Capital Management | •M&A / Corporate Strategy | •Public Company Governance | | | | •ESG | •Technology & Information Security | | | | | Mr. LaVigne’s long tenure at the Company and deep understanding of the consumer packaged goods industry, the Company’s businesses and his leadership role as Chief Executive Officer enable him to provide valuable contributions with respect to strategy, growth and long-range plans. | | | |

  16. INFORMATION ABOUT NOMINEES

    | | Energizer Holdings, Inc. 2024 Proxy Statement 23 |

  17. INFORMATION ABOUT NOMINEES

    | BOARD OF DIRECTORS | TABLE OF CONTENTS |

  18. INFORMATION ABOUT NOMINEES

    | | | | | | | Patrick J. Moore Independent Chairman, Energizer Holdings, Inc. | | | | | | Age: 70 Independent Director Other Public Company Board: •Archer Daniels Midland Company | Director Since 2015 | | | | | | Mr. Moore has served as the Chairman of Energizer’s Board of Directors since 2018. He is also President and Chief Executive Officer of PJM Advisors, LLC, a private equity investment and advisory firm. Prior to PJM, Mr. Moore served as Chairman and Chief Executive Officer of Smurfit-Stone Container Corporation, a leader in integrated containerboard and corrugated package products and paper recycling, from 2002 to 2011, when it was acquired by RockTenn Company. | | | | | | During his 24-year tenure at Smurfit-Stone, Mr. Moore also served as Chief Financial Officer, Vice President—Treasurer and General Manager of Smurfit-Stone’s Industrial Packaging division. Additionally, Mr. Moore previously held positions in corporate lending, international banking, and corporate administration at Continental Bank in Chicago. He is on the board of Archer Daniels Midland Company and serves as Chairman of the Nominating and Governance Committee as well as a member of the Executive and Audit Committees. Mr. Moore previously served as a board member for Exelis, Inc.; Rentech, Inc.; and Ralcorp Holdings, Inc. | | | | | | Skills and Experience: | | | | | | •Executive Leadership | •Operations, Sales & Marketing | •Global / International Experience | | | | •Financial Expertise | •Legal / Compliance | •Human Capital Management | | | | •M&A / Corporate Strategy | •Public Company Governance | •ESG | | | | Mr. Moore’s experience and financial expertise contribute to the oversight of overall financial performance and reporting by our Board as well as operational and strategic oversight. | | | |

  19. INFORMATION ABOUT NOMINEES

    | | | | | | | Donal L. Mulligan Retired Executive Vice President and Chief Financial Officer, General Mills, Inc. | | | | | | Age: 63 Independent Director Energizer Committees: Audit Committee Finance and Oversight Committee Other Public Company Boards: •Tennant Company •Herbalife Ltd. | Director Since 2021 | | | | | | Mr. Mulligan served as Chief Financial Officer of General Mills, Inc., a global manufacturer and marketer of branded consumer foods, from 2007 until his retirement in 2020. Mr. Mulligan joined General Mills in 2001 and held various senior management positions including Vice President, Financial Operations for the International division, Vice President, Financial Operations for Operations and Technology and Vice President and Treasurer. Prior to joining General Mills, Mr. Mulligan served as Chief Financial Officer, International for the Pillsbury Company from 1999 to 2001 and held various international positions with PepsiCo and YUM! Brands. | | | | | | Skills and Experience: | | | | | | •Executive Leadership | •CPG Industry | •Global / International Experience | | | | •Financial Expertise | •M&A / Corporate Strategy | •Public Company Governance | | | | •Technology & Information Security | | | | | | Mr. Mulligan brings deep financial expertise and leadership experience in the consumer-packaged goods industry to the Board, as well as demonstrated strength in business analytics and global expansion. | | | |

  20. INFORMATION ABOUT NOMINEES

    | 24 Energizer Holdings, Inc. 2024 Proxy Statement | |

  21. INFORMATION ABOUT NOMINEES

    | TABLE OF CONTENTS | BOARD OF DIRECTORS |

  22. INFORMATION ABOUT NOMINEES

    | | | | | | | Nneka L. Rimmer Retired President, Global Flavors and Extracts, McCormick & Company, Inc. | | | | | | Age: 53 Independent Director Energizer Committees: Human Capital Committee Nominating and Governance Committee Other Public Company Board: •Constellation Energy | Director Since 2018 | | | | | | Ms. Rimmer served as President, Global Flavors and Extracts at McCormick & Company, Inc., a global leader in flavor that manufactures, markets and distributes spices, seasoning mixes, condiments, and other products to the food industry, from August 2020 until her retirement in April 2021. She held a series of roles with increasing responsibility at McCormick & Company, including Senior Vice President, Business Transformation from 2019-2022, Senior Vice President, Strategy and Global Enablement from 2017-2019, and Senior Vice President, Corporate Strategy and Development from 2015-2017. | | | | | | Prior to joining McCormick in 2015, Ms. Rimmer was a Partner and Managing Director with the Boston Consulting Group, focusing on advising Fortune 100 C-Suite executives and board directors on global growth, M&A strategy, talent development and change management. While at Boston Consulting Group for 13 years, she executed large-scale transformation initiatives working with large, global consumer goods corporations. Her areas of strategic expertise include trade, competition, international growth, go-to-market as well as organizational development. Ms. Rimmer also serves as a Director at Constellation Energy and is a Trustee of the University of Maryland, Baltimore. | | | | | | Skills and Experience: | | | | | | •Executive Leadership | •Operations, Sales & Marketing | •CPG Industry | | | | •Global / International Experience | •Human Capital Management | •M&A / Corporate Strategy | | | | •Public Company Governance | •Technology & Information Security | | | | | Ms. Rimmer brings to the Company significant brand-building expertise. Her prior executive leadership roles enable her to provide valuable contributions with respect to creativity and vision for long-term growth. Ms. Rimmer’s extensive consumer products background allows her to contribute valuable insights regarding the Company’s industry, operations, and strategy. | | | |

  23. INFORMATION ABOUT NOMINEES

    | | Energizer Holdings, Inc. 2024 Proxy Statement 25 |

  24. INFORMATION ABOUT NOMINEES

    | BOARD OF DIRECTORS | TABLE OF CONTENTS |

  25. INFORMATION ABOUT NOMINEES

    | | | | | | | Robert V. Vitale President and Chief Executive Officer, Post Holdings, Inc. | | | | | | Age: 58 Independent Director Energizer Committees: Audit Committee (Chair) Finance and Oversight Committee Other Public Company Boards: •Post Holdings, Inc. •BellRing Brands, Inc. | Director Since 2017 | | | | | | Mr. Vitale has served as President and Chief Executive Officer of Post Holdings, Inc. (“Post”) since 2014. Post is a consumer-packaged goods holding company with businesses operating in the center-of-the-store, refrigerated, foodservice and food ingredient categories. Previously, Mr. Vitale served as Post’s Chief Financial Officer from 2011 to 2014. Mr. Vitale also served as the president and chief investment officer of Post Holdings Partnering Corporation, a former publicly-traded affiliate of Post that was a special purpose acquisition company, from January 2021 until June 2023. Mr. Vitale also serves as Executive Chairman of the Board of Directors of BellRing Brands, Inc. (“BellRing”), a publicly-traded former subsidiary of Post that manufactures products in the global convenient nutrition category, since 2019. | | | | | | Prior to joining Post, Mr. Vitale served as President and Chief Executive Officer of AHM Financial Group, LLC, a diversified provider of insurance brokerage and wealth management services from 2006 to 2011, and was previously a partner of Westgate Equity Partners, LLC, a consumer-oriented private equity firm from 1996 to 2006. He managed Corporate Finance at Boatmen’s Bancshares from 1994 to 1996 and started his career at KPMG in 1987. | | | | | | Skills and Experience: | | | | | | •Executive Leadership | •CPG Industry | •Global / International Experience | | | | •Financial Expertise | •M&A / Corporate Strategy | •Public Company Governance | | | | •ESG | •Technology & Information Security | | | | | As an experienced CEO with substantial understanding of Energizer’s business, Mr. Vitale is an exceptional director who is actively engaged and highly valued by the Board of Directors. In particular, Mr. Vitale’s strong leadership, deep M&A and capital markets expertise, accounting and financial background, and significant knowledge of consumer products businesses brings critical expertise to our Board. Director Commitments We understand that some of our shareholders may have policies or practices that differ from Energizer’s regarding the number of boards on which a director who is also a current public company named executive officer may serve. Energizer’s overboarding policy provides that directors may only serve on a total of five public company boards and sitting CEOs may serve on only three public company boards (including their own). As such, Mr. Vitale’s director commitments are in compliance with Energizer’s overboarding policy. The specific facts and circumstances of Mr. Vitale’s service on the Post, BellRing, and Energizer boards of directors, demonstrate that Mr. Vitale continues to be well-positioned to serve as a member of Energizer’s Board. In particular: •Mr. Vitale’s service on BellRing’s Board is simply a continuation of the roles in which he served before Post’s spin-off of BellRing in March 2022. Mr. Vitale’s involvement with, and time commitment to, BellRing remains the same as it was in prior years, with no expectation that Mr. Vitale will spend a materially different amount of time dedicated to BellRing than in prior years. •Mr. Vitale has existing knowledge of the BellRing business, stemming from his oversight role of Post’s active nutrition business before Post’s 2019 IPO of BellRing. Mr. Vitale’s involvement with BellRing is the same as it was before the BellRing IPO, but with a formal title due to the separation of the two companies. •Although Post no longer owns any equity in BellRing, Post and BellRing continue to maintain a strong relationship. Post provides various services to BellRing under a master services agreement, including corporate accounting, tax, internal audit, risk management, treasury, and capital markets services. In addition, Post’s Michael Foods business has constructed an aseptic shake manufacturing facility specifically to co-manufacture ready-to-drink shakes under a long-term supply agreement for BellRing. •Board logistics continue to facilitate Mr. Vitale’s service on all three Boards. Energizer, Post, and BellRing all hold regular board meetings in St. Louis, Missouri. Post’s and BellRing’s headquarters are also in St. Louis, Missouri. These logistics facilitate Mr. Vitale’s attendance, and greatly reduce the travel time that many directors face. For these reasons, we are confident that Mr. Vitale will continue to meet his commitments and be a valuable contributor to our Board of Directors. | | | |

  26. INFORMATION ABOUT NOMINEES

    | 26 Energizer Holdings, Inc. 2024 Proxy Statement | |

  27. INFORMATION ABOUT NOMINEES

    | TABLE OF CONTENTS | BOARD OF DIRECTORS |

  28. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The Nominating and Governance Committee, which makes recommendations to the full Board regarding director compensation, strives to set director compensation around the 50th percentile of our peer group. Our peer group for fiscal 2024, which can be found under “Executive Compensation-—Executive Compensation Peer Group,” was selected for purposes of evaluating our executive and director compensation based on market data provided by the Human Capital Committee’s independent consultant, Farient Advisors (“Farient”). Our 2023 Plan includes a $1,000,000 annual compensation limit on all forms of compensation for non-employee directors. Our non-employee director compensation program for service on our Board during fiscal 2024 included the elements described below. In addition, we provide transportation and lodging for out-of-town directors attending Board and committee meetings, coverage under our general directors’ and officers’ liability insurance policies and, consistent with a benefit broadly provided to our colleagues, matching contributions to charitable organizations from the Energizer charitable foundation (up to $5,000 in any year). Directors may also, from time to time during the fiscal year, be provided with samples of our products, with an incremental cost of less than $50.

  29. RESTRICTED STOCK UNITS

    | DIRECTOR COMPENSATION | | | | | | | Name | Fees Earned or Paid in Cash (1)(2) | Stock Awards (3)(4) | Change in Pension Value and Non-Qualified Deferred Compensation Earnings | All Other Compensation | Total | | C. Abrams-Rivera(5) | $33,333 | $12,521 | $0 | $0 | $45,854 | | C.J. Brinkley | $120,000 | $150,029 | $0 | $0 | $270,029 | | R.D. Frankiewicz | $100,000 | $150,029 | $0 | $0 | $250,029 | | K.J. Hunt | $120,000 | $150,029 | $0 | $0 | $270,029 | | J.C. Johnson | $120,000 | $150,029 | $0 | $0 | $270,029 | | P.J. Moore | $211,250 | $150,029 | $0 | $0 | $361,279 | | D.L. Mulligan | $100,000 | $150,029 | $0 | $0 | $250,029 | | N.L. Rimmer | $100,000 | $150,029 | $0 | $0 | $250,029 | | R.V. Vitale | $120,000 | $150,029 | $0 | $0 | $270,029 |

  30. COMPENSATION DISCUSSION AND ANALYSIS

    COMPENSATION DISCUSSION AND ANALYSIS

  31. COMPENSATION DISCUSSION AND ANALYSIS

    | The following Compensation Discussion & Analysis describes the fiscal 2024 compensation program for our named executive officers (“NEOs”). For fiscal 2024, our NEOs were: |

  32. COMPENSATION DISCUSSION AND ANALYSIS

    | | | | Mark S. LaVigne | | | President and Chief Executive Officer Age: 53 Years at Energizer: 14 | | | | | | John J. Drabik | | | Executive Vice President, Chief Financial Officer Age: 52 Years at Energizer: 23 | | | | | | Michael A. Lampman | | | Executive Vice President, North America & Global Business Units Age: 59 Years at Energizer: 38 | | | | | | Robin W. Vauth | | | Executive Vice President, International Age: 58 Years at Energizer: 17 | | | | | | Lori A. Shambro | | | Executive Vice President, Chief Marketing Officer Age: 59 Years at Energizer: 10 | | | | | | Susan K. Drath | | | Former Chief Human Capital Officer Age: 54 Years at Energizer: 31 | |

  33. Table of Contents

    | Pay for Performance and Compensation Philosophy | 34 | | How We Determine Compensation | 37 | | Executive Compensation Peer Group | 38 | | Elements of Compensation | 40 | | Human Capital Committee Report | 46 |

  34. COMPENSATION PHILOSOPHY

    | | What We Believe | What We Do | | SIMPLE | Compensation methods should be transparent, understandable, straightforward, and minimize perquisites | •Use straightforward annual and long-term incentive plan metrics that are directly tied to business performance | | ALIGNED | The interests of our executive officers should be aligned with those of our shareholders | •Set a majority of executive officers’ total compensation as performance-based pay •Include relative TSR as a long-term incentive metric, aligning executive compensation with investor experience and a market-based measure •Froze US pension accruals •Have a clawback policy, a securities trading policy that includes prohibitions on hedging and pledging, and stock ownership requirements | | BALANCED | Components of compensation should complement each other and offset risk of overemphasis on any one metric or time period | •Use a combination of pay elements that reward achievement of objectives across annual and long-term time periods •Balance annual and long-term incentive plans to drive results in the short term without sacrificing long-term value creation •Limit the use of perquisites |

  35. FISCAL 2024 PAY COMPONENTS

    | Description | Driving Shareholder Value | How it Pays | | BASE SALARY | | | | Determined based on job scope, experience, market comparable positions and operating results | Provides fixed income to attract and retain top talent | Semi-monthly cash payment | | ANNUAL INCENTIVE PROGRAM | | | | Provides short-term variable pay based on Company financial performance | Motivates executives to achieve the Company’s annual strategic and financial goals | Single cash payment following determination of performance | | LONG-TERM INCENTIVE PROGRAM | | | | We use two programs to ensure a strong link between incentive compensation opportunities and longer-term objectives: | | | | Performance-based restricted stock unit awards that vest only on achievement of pre-determined performance targets with a three-year vesting period Represents 70% of equity award | Rewards achievement of long-term growth goals and creation of shareholder value | Vesting upon the achievement of specific metrics over a three-year performance period | | Time-based restricted stock unit awards that track stock price performance over a three-year vesting period Represents 30% of equity award | Promotes long-term retention and supports stock ownership and alignment with shareholders | Vesting upon the three-year anniversary of grant date | | RETIREMENT AND OTHER BENEFIT PLANS | | | | Retirement and other benefit plans sponsored by the Company on the same terms and conditions applicable to all eligible colleagues | Provides retirement and other benefits to attract and retain top talent | In accordance with the terms of the plans |

  36. ROLE OF INDEPENDENT COMPENSATION CONSULTANT

    ROLE OF INDEPENDENT COMPENSATION CONSULTANT To help determine executive pay, the Human Capital Committee retains an independent compensation consultant, Farient, for advice regarding the general competitive landscape and trends in executive compensation. While the Human Capital Committee meets with the consultant from time to time, the Chair of the Human Capital Committee also communicates directly with the consultant between Human Capital Committee meetings. The independent compensation consultant advises the Human Capital Committee on several matters, including (1) competitive analysis (including in relation to our peer group), (2) incentive plan design, (3) updates on trends in executive and director compensation, (4) peer group composition, (5) developing strategies for how compensation can support executive officer succession planning, and (6) other compensation-related matters as requested by the Human Capital Committee. A representative of Farient attends committee meetings and serves as a resource to the Human Capital Committee on executive and director compensation matters. Additionally, to encourage independent review and discussion of executive compensation, the Human Capital Committee meets with Farient in executive session. The Human Capital Committee annually reviews the independence of its compensation consultant in light of SEC rules and NYSE Listed Company Rules regarding compensation consultant independence and has affirmatively concluded that Farient has no conflicts of interest relating to its engagement by the Human Capital Committee. The Human Capital Committee also annually reviews the performance of its independent compensation consultant.

  37. EXECUTIVE COMPENSATION PEER GROUP

    EXECUTIVE COMPENSATION PEER GROUP The Human Capital Committee selects the members of our peer group and periodically examines whether peers continue to meet the criteria for inclusion described below. As part of this process, the Human Capital Committee receives advice from its independent compensation consultant and selects a peer group that includes companies that have the following characteristics: •US-based, publicly traded company in relevant industries including household products and personal products •Similar revenue with limited private label business •Similar number of employees •Global company with a diversified brand portfolio •Limited concentration among customers and distribution primarily through 3rd party retailers For fiscal 2024 compensation planning, the Human Capital Committee, with the assistance of Farient, conducted a full review of the composition of the peer group. When conducting its review, the Human Capital Committee considered the peer group selection characteristics mentioned above. As a result of such review, the Human Capital Committee determined that the composition of the peer group remained appropriate.

  38. EXECUTIVE COMPENSATION PEER GROUP

    | 38 Energizer Holdings, Inc. 2024 Proxy Statement | |

  39. EXECUTIVE COMPENSATION PEER GROUP

    | TABLE OF CONTENTS | EXECUTIVE COMPENSATION |

  40. EXECUTIVE COMPENSATION PEER GROUP

    | HOUSEHOLD PRODUCTS | PERSONAL CARE | FOOD AND BEVERAGE | | The Clorox Company Spectrum Brands Holdings, Inc. Hasbro Inc. Central Garden & Pet Co. The Scotts Miracle-Gro Company ACCO Brands | Church & Dwight Inc. Helen of Troy Ltd. Edgewell Personal Care Co. Prestige Consumer Healthcare | Hain Celestial Group, Inc. Monster Beverage Corporation Post Holdings, Inc. |

  41. EXECUTIVE COMPENSATION PEER GROUP

    For fiscal 2025 compensation planning, the Human Capital Committee, with the assistance of Farient, determined that the fiscal 2024 peer group remained appropriate.

  42. CEO Assessment

    | INDIVIDUAL PERFORMANCE | COMPANY PERFORMANCE | MARKET PRACTICES | | Analysis of the Chief Executive Officer’s performance with respect to performance goals approved by the Human Capital Committee, the effectiveness of his leadership, and his experience | Delivery of financial results, achievement of major corporate initiatives, and colleague engagement | As provided by the independent compensation consultant |

  43. Annual Timeline

    | Fall | | Winter | | Spring and Summer | | •Annual CEO performance assessment •Annual update on Annual and Long-Term Incentive Program metrics and performance •Review of executive compensation and regulatory environment trends •Approve executive pay •Review compensation risk assessment •Approve compensation plan | | •Quarterly update on Annual and Long-Term Incentive Program metrics and performance •Planning for annual compensation risk assessment and approach •Review of compensation guidelines of institutional shareholders and proxy advisors •Annual review of Change of Control benefits | | •Quarterly update on Annual and Long-Term Incentive Program metrics and performance •Executive Compensation peer group analysis |

  44. ELEMENTS OF COMPENSATION

    | PRIMARY ELEMENTS OF OUR EXECUTIVE COMPENSATION PROGRAM | | •Base Salary | | •Annual Incentive Program | | •Long-Term Incentive Program | | – Performance Restricted Stock Unit Awards | | – Time-Based Restricted Stock Unit Awards | | •Retirement and Other Benefits |

  45. ANNUAL INCENTIVE PROGRAM

    ANNUAL INCENTIVE PROGRAM The annual incentive program is based on performance against certain metrics determined by the Human Capital Committee. The overall design of our fiscal 2024 annual incentive program is the same as our fiscal 2023 program. Our fiscal 2024 annual incentive award was designed to measure performance against the three equally weighted metrics set forth in the table below (dollars in millions):

  46. ANNUAL INCENTIVE PROGRAM

    | | FY2024 | | | | | | | | | Driving Shareholder Value | Weighting | Threshold (50% of Bonus Target) | Target (100% of Bonus Target) | Stretch (200% of Bonus Target) | Actual Achievement (1) | Payout | | Adjusted Net Sales | Net sales measures revenue and encourages development of consumer-relevant innovation and in-store execution to drive product sales | 33 1/3% | $2,704.9 | $2,924.3 | $3,143.6 | $2,902.3 | 95.0% | | Adjusted Operating Profit | Operating profit measures underlying business profit and encourages selling products, generating strong gross margins and maintaining tight cost controls | 33 1/3% | $396.5 | $466.4 | $536.4 | $484.6 | 126.0% | | Adjusted Gross Margin Rate | Gross margin helps drive profitable revenue growth across our business | 33 1/3% | 38.0% | 40.0% | 42.0% | 41.1% | 156.0% | | Total | | | | | | | 125.6% |

  47. ANNUAL INCENTIVE PROGRAM

    (1)Adjustments to the actual achievement metrics vary from reported figures to address the impacts of currency, Argentina activity, and the Centralsul acquisition operations and remove other unusual and non-recurring items. See Appendix A for a description and reconciliation of the non-GAAP financial measures. Our performance target-setting philosophy is consistent with prior years, with targets tied to our annual business plan for the fiscal year and aligned with our long-term strategic plan. The performance goals for each metric are set at the beginning of the fiscal year. Each metric for the annual incentive plan reflects adjustments to financial data derived from our financial statements prepared in accordance with generally accepted accounting principles (“GAAP”) and intended to exclude certain items that the Human Capital Committee believes are not reflective of the Company’s ongoing operating performance. These items include acquisition and integration costs, unusual or non-recurring items, and variations in the exchange rate between foreign currencies and budget exchange rates. The Human Capital Committee believes these performance metrics more accurately reflect Energizer’s underlying financial and operating results. See Appendix A for a description and reconciliation of the non-GAAP financial measures.

  48. ANNUAL INCENTIVE PROGRAM

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  49. ANNUAL INCENTIVE PROGRAM

    | EXECUTIVE COMPENSATION | TABLE OF CONTENTS |

  50. ANNUAL INCENTIVE PROGRAM

    Actual bonuses are interpolated for performance between threshold and maximum performance. No bonuses tied to performance are paid for results below the Threshold goal. The maximum bonus payout is capped at 200% for Company performance at, or above, the Stretch goal. Each current executive NEO was assigned an individual bonus target, defined as a percentage of the individual's base pay, based on individual performance and market practice information provided by our independent compensation consultant. For fiscal 2024, the following bonus targets, which remained the same as fiscal 2023, were assigned to our current executive NEOs:

  51. ANNUAL INCENTIVE PROGRAM

    | | FY24 Bonus Target | | M.S. LaVigne | 125% | | J.J. Drabik | 85% | | M.A. Lampman | 60% | | R.W. Vauth | 60% | | L.A. Shambro | 60% |

  52. ANNUAL INCENTIVE PROGRAM

    Pursuant to the terms of the Separation and Transition Agreement with Ms. Drath, as more particularly described under “—Drath Separation and Transition Agreement”, Ms. Drath was ineligible to participate in the Company’s annual incentive program for fiscal 2024. For fiscal 2025, the Human Capital Committee will continue to measure performance against three equally weighted metrics but has replaced the Adjusted Operating Profit metric with an Adjusted EBITDA metric. The Human Capital Committee views Adjusted EBITDA as a key financial performance measure for the long‑term growth of the Company and as a driver of de-leveraging and stockholder value creation.

  53. LONG-TERM INCENTIVE PROGRAM

    LONG-TERM INCENTIVE PROGRAM Consistent with prior years, in November 2023, the Human Capital Committee granted to key executives restricted stock unit awards, with achievement of Company performance targets over three years as a condition to vesting of the majority of the award (70% for these awards granted in 2023), and continued employment with the Company over the same period as a condition to vesting of all restricted stock unit awards. See “Executive Compensation Tables—Potential Payments Upon Termination or Change of Control” for additional information on the vesting terms of these awards. The size of these equity awards granted to our current executive NEOs in fiscal 2024 was based on several factors, including officers’ individual performance, executive retention, market run-rate for equity grants among our peer group and benchmark data from our peer group provided by our independent compensation consultant.

  54. Time-Based Restricted Stock Units

    Time-Based Restricted Stock Units The time-based component of the equity awards granted in fiscal 2024 was based on the corresponding grant date value of the restricted stock units. The restricted stock units are stock settled at the end of the three-year period when they convert into unrestricted shares of our common stock if and to the extent that the vesting requirements are met. The number of restricted stock units granted to each current executive NEO in fiscal 2024 is shown in “Executive Compensation Tables—Grants of Plan-Based Awards Table.”

  55. Performance Restricted Stock Units

    Performance Restricted Stock Units The performance-based component of the equity awards granted in fiscal 2024 potentially vest based on performance for the period October 1, 2023 through September 30, 2026 based on the achievement of the two performance metrics set forth in the table below.

  56. Performance Restricted Stock Units

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    | TABLE OF CONTENTS | EXECUTIVE COMPENSATION |

  58. Performance Restricted Stock Units

    | | FY2024 Grants | | | | Driving Shareholder Value | Weighting | | Cumulative Adjusted Earnings Per Share | A company performance metric that aligns executive officers with shareholders through a shared focus on the earnings that accrue to a shareholder in our stock | 50% | | Relative Total Shareholder Return | A market metric that aligns executive compensation with investor experience and gives shareholders insight into the Company’s shareholder returns relative to companies included in the Russell 2000 Consumer Staples Index as of October 1, 2023 | 50% |

  59. Performance Restricted Stock Units

    Similar to performance metrics under the Annual Incentive Program, the Human Capital Committee adopted performance metrics that use non-GAAP financial measures, which exclude certain items that the Human Capital Committee believes are not reflective of the Company’s ongoing operating performance. The Human Capital Committee believes these performance metrics more accurately reflect Energizer’s underlying financial and operating results. See Appendix A for a description and reconciliation of these non-GAAP financial measures. The number of units granted to each current executive NEO in fiscal 2024 is shown in the “Executive Compensation Tables—Grants of Plan-Based Awards Table.” No vesting of performance based long-term incentive awards occurs for results below the threshold goal, and the maximum vesting percentage is capped at 200% for Company performance at, or above, the maximum performance goal. Pursuant to the terms of the Separation and Transition Agreement with Ms. Drath, as more particularly described under “—Drath Separation and Transition Agreement”, Ms. Drath was ineligible to receive long-term incentive awards for fiscal 2024.

  60. LONG-TERM SHAREHOLDER VALUE

    LONG-TERM SHAREHOLDER VALUE We design our awards with the intention that the results we achieve for our shareholders are consistent with the results obtained under our incentive plans. The performance measures associated with the long-term performance incentive awards that were granted in November 2021 were measured over a three-year period and were tied to cumulative adjusted earnings per share (“EPS”) and relative total shareholder return (“TSR”). Total performance was weighted 50/50 to each metric. As described in the table below, based on the Company’s results, over the three-year performance period ended September 30, 2024, as adjusted consistent with the awards’ terms, the long-term performance incentive awards granted in fiscal 2021 paid out at 90% of target in November 2024. The number of units that were paid out to each executive officer is shown in the “Executive Compensation Tables—Stock Vested Table”.

  61. LONG-TERM SHAREHOLDER VALUE

    | | FY2022 - FY2024 | | | | | | | | Weighting | Threshold (50% of Bonus Target) | Target (100% of Bonus Target) | Stretch (200% of Bonus Target) | Actual Achievement | Payout | | Cumulative Adjusted Earnings Per Share (1) | 50% | $8.42 | $9.91 | $11.39 | $9.49 | 86% | | Relative Total Shareholder Return | 50% | 25th percentile | 50th percentile | 75th percentile | 47th percentile | 93% | | Total | | | | | | 90% |

  62. LONG-TERM SHAREHOLDER VALUE

    (1)See Appendix A for a description and reconciliation of the non-GAAP financial measures.

  63. LONG-TERM SHAREHOLDER VALUE

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  64. LONG-TERM SHAREHOLDER VALUE

    | EXECUTIVE COMPENSATION | TABLE OF CONTENTS |

  65. PENSION BENEFITS

    PENSION BENEFITS For colleagues in the United States, pension benefits are provided under applicable Energizer Holdings, Inc. Retirement Plan, a tax-qualified defined benefit plan that is subject to maximum pay and benefit limits under the tax rules. Pension benefits are also provided under a pension restoration plan, the Supplemental Executive Retirement Plan, a non-qualified plan that provides a supplement to an executive’s pension benefit equal to the amount that the executive would have received but for limitations under the Internal Revenue Code. Mr. LaVigne, Mr. Drabik, Mr. Lampman, and Ms. Drath each have pension benefits. Details of pension benefits under the Supplemental Executive Retirement Plan are set forth in “Executive Compensation Tables—Pension Benefits Table”. The plans were frozen as of December 31, 2013, and future retirement service benefits are no longer accrued under this retirement program. The freeze includes both the qualified and non-qualified plans. The Retirement Accumulation Account that was effective from January 1, 2010 to December 31, 2013, included the future retirement benefits of the participants in our former parent company’s qualified defined benefit pension plan, including Mr. LaVigne, Mr. Drabik, Mr. Lampman, and Ms. Drath, which were determined in accordance with a retirement accumulation formula. The participants received monthly credits equal to 6% of their eligible benefit earnings for each month, which amounts were credited with monthly interest equal to the 30-year Treasury rate that is reset annually. Certain older, longer-tenured participants, including the NEOs, with age and years of service totaling at least 60 but not more than 74 as of December 31, 2009, received an additional monthly credit equal to 2% of eligible benefit earnings. Participants receive credit for years of service with our former parent company. Participants with age and years of service totaling 75 or more as of December 31, 2009, received an additional monthly credit equal to 4% of their eligible benefit earnings. These transition credits were available to eligible plan participants through 2013 (or, if earlier, their termination of employment with the Company). The defined benefit plan also used the following benefit calculation formulas, all of which were frozen as of the end of calendar year 2009: •Pension Equity Plan benefit formula: Under PEP, an executive is entitled to a benefit (payable in lump sum or as a monthly annuity) based on five-year average annual earnings, which were multiplied by “pension equity credits” earned with years of service. The benefit was subject to a three-year vesting period. PEP was applied to Mr. Drabik, Mr. Lampman, and Ms. Drath. •PensionPlus Match Account: The PPMA generally provided a 325% match under our retirement plan to those participants who made an after-tax contribution of 1% of their annual earnings to our 401(k) plan. To the extent an officer’s PPMA benefit was unavailable due to Internal Revenue Code limits, the benefit was restored under our excess savings investment plan and not the pension restoration plan for executives. The benefit was generally subject to a three-year vesting requirement. The PPMA benefit was available through the end of the calendar year 2009 for Mr. Drabik, Mr. Lampman, and Ms. Drath.

  66. PENSION BENEFITS

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    | TABLE OF CONTENTS | EXECUTIVE COMPENSATION |

  68. PENSION BENEFITS

    Mr. Vauth participates in the Wilkinson Pension Plan. Participants in the Wilkinson Pension Plan are eligible to receive old-age pensions, early old-age pensions, disability pensions, and dependents’ pensions (widows’ pensions and widowers’ pensions). Under the terms of the Wilkinson Pension Plan, normal retirement age is 65. As required by local law, for colleagues who receive German social security pensions, the retirement age is 63 or, in certain circumstances, between 60 and 62. In addition, upon experiencing a qualifying disability, participants in the plan are eligible to receive disability benefits after reaching the age of 50 and completing 15 years of service. All pension benefits under the plan are subject to a waiting period of five years of uninterrupted plan participation. As required by local law, a colleague’s accrued pension benefit becomes nonforfeitable after reaching the age of 21 and participating in the plan for at least three years. The Wilkinson Pension Plan applies the following formulas for determining participant pension benefits: •Old-age pension: The sum of (i) for each year of credited pensionable service, 0.6% of final pensionable salary (up to a maximum pensionable salary equal to the social security wage limit less €500 (the “Wage Limit”)) up to a maximum of 15% of final pensionable salary; plus (ii) for each year of credited pensionable service, 1.2% of final pensionable salary in excess of the Wage Limit, up to a maximum of 30%. Final pensionable salary is the participant’s base pay in the month prior to retirement. Pensionable service is the uninterrupted time of service from the participant’s hiring date to reaching normal retirement age. If a participant terminates employment early prior to a benefit case (death, disability or retirement), then the pension amount for “Old Age Pension”, “Disability Pension”, “Early Old Pension” and “Dependents’ Pension” is prorated by the participant’s service until employment termination, divided by the service to normal retirement date (age 65). •Disability pension: The participant’s old-age pension benefit that would be available upon reaching normal retirement age, pro-rated by the ratio of the number of years of the participant’s service until the participant’s qualifying disability to the number of years until normal retirement age. •Early old-age pension: Computed according to the same formula as the disability pension. •Dependents’ pension (widows’, widowers’): (i) in the event of the participant’s death in service, 60% of the participant’s old-age pension benefit; or (ii) in the event of the participant’s death following retirement, 60% of the value of the pension benefit paid immediately before the participant’s death.

  69. SEVERANCE AND OTHER BENEFITS FOLLOWING A CHANGE OF CONTROL

    SEVERANCE AND OTHER BENEFITS FOLLOWING A CHANGE OF CONTROL In order to enhance our retention of key executives and, in the event of a change of control, enable them to focus on the interests of shareholders in a potential transaction, we have adopted our Executive Severance Plan and entered into change of control employment agreements with each of our current executive NEOs other than Mr. Vauth, who has an employment agreement in accordance with German law and standard market practice. The individuals who have change of control employment agreements are carefully selected by the Human Capital Committee. We believe these executives are critical to the process of evaluating or negotiating a potential change of control transaction or in the operation of our business during the negotiations or

  70. SEVERANCE AND OTHER BENEFITS FOLLOWING A CHANGE OF CONTROL

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  71. SEVERANCE AND OTHER BENEFITS FOLLOWING A CHANGE OF CONTROL

    | EXECUTIVE COMPENSATION | TABLE OF CONTENTS |

  72. SEVERANCE AND OTHER BENEFITS FOLLOWING A CHANGE OF CONTROL

    integration process, so that their retention would be critical to the success of a transaction. Our Executive Severance Plan and change of control employment agreements include post-termination non-competition and non-solicitation covenants, which we believe provide significant value to our shareholders. We do not permit tax gross-up payments relating to severance payments for change of control employment agreements entered into with our executive officers. The Human Capital Committee annually reviews the cost and terms of these agreements with input provided by Farient. On November 18, 2024, the Human Capital Committee updated the Company’s Executive Severance Plan to define the cash severance amount as the eligible employee’s base salary plus target bonus multiplied by the applicable severance multiple and to provide continued health and welfare benefits to the CEO and all other eligible employees for a period of 24 and 12 months, respectively. This change was not applicable to fiscal 2024. See “Executive Compensation Tables—Potential Payments upon Termination or Change of Control” for a description of these arrangements and the estimated compensation and benefits provided under these arrangements to our current executive NEOs. In connection with her entry into the Separation and Transition agreement, as more particularly described under “—Drath Separation and Transition Agreement”, Ms. Drath ceased to participate in the Executive Severance Plan and the change of control employment agreement between the Company and Ms. Drath terminated.

  73. DRATH SEPARATION AND TRANSITION AGREEMENT

    DRATH SEPARATION AND TRANSITION AGREEMENT On August 4, 2023, the Company, through its subsidiary, Energizer Brands, LLC, entered into a Separation and Transition Agreement (“Separation and Transition Agreement”) with Susan K. Drath, the Company’s Chief Human Capital Officer. Pursuant to the Separation and Transition Agreement, Ms. Drath’s employment with the Company ended on March 31, 2024 (“Separation Date”). From the effective date of the Separation and Transition Agreement through the Separation Date, Ms. Drath supported the orderly transition of her responsibilities (“Transition Period”). Ms. Drath ceased to serve as the Company’s Chief Human Resources Officer effective as of December 31, 2023 and thereafter served as a Special Advisor to the Company through the Separation Date. Pursuant to the Separation and Transition Agreement, during the Transition Period, Ms. Drath continued to receive payment of her base salary and remained eligible to participate in the Company’s benefit plans and programs in effect during the Transition Period. Additionally, in consideration for her waiver of her right to receive an annual incentive award for the plan year ending September 30, 2023 and the RSUs and performance-based RSUs previously granted to Ms. Drath that were otherwise scheduled to vest in 2023, Ms. Drath received payments in the aggregate amount of $477,737. Following the conclusion of her employment on the Separation Date, subject to the execution of a customary release of claims, Ms. Drath received severance payments in an aggregate amount of $1,130,719.

  74. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE

  75. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Fiscal Year | Base Salary (1) | Bonus | Stock Awards (2) | Option Awards | Non-Equity Incentive Plan Comp. (3) | Change in Pension Value and Nonqualified Deferred Comp. Earnings (4) | All Other Compensation (5) | Total | | Mark S. LaVigne President and Chief Executive Officer | 2024 | $1,011,667 | $— | $8,072,895 | | $1,587,854 | $7,923 | $139,522 | $10,819,861 | | | 2023 | $970,000 | $— | $7,246,505 | $— | $1,210,865 | $5,635 | $153,725 | $9,586,730 | | | 2022 | $962,500 | $— | $6,524,303 | $— | $1,426,750 | $3,366 | $131,521 | $9,048,440 | | John J. Drabik Executive Vice President, Chief Financial Officer | 2024 | $606,375 | $— | $1,399,952 | | $647,177 | $8,911 | $67,361 | $2,729,776 | | | 2023 | $577,500 | $— | $1,960,157 | $— | $490,213 | $7,134 | $78,892 | $3,113,896 | | | 2022 | $572,917 | $— | $2,090,707 | $— | $627,710 | $5,380 | $44,853 | $3,341,567 | | Michael A. Lampman Executive Vice President, North America and Global Business Units | 2024 | $494,531 | $— | $991,676 | | $372,570 | $28,197 | $53,804 | $1,940,778 | | | 2023 | $474,750 | $— | $1,187,967 | $— | $284,466 | $24,989 | $61,146 | $2,033,318 | | | 2022 | $470,625 | $— | $1,087,440 | $— | $363,977 | $21,825 | $44,350 | $1,988,217 | | Robin W. Vauth (6) Executive Vice President, International | 2024 | $462,135 | $— | $991,676 | $— | $348,163 | $12,851 | $13,430 | $1,828,255 | | | 2023 | $436,503 | $— | $1,187,967 | $— | $261,548 | $10,809 | $13,007 | $1,909,834 | | | 2022 | $439,081 | $— | $1,087,440 | $— | $339,585 | $10,885 | $13,017 | $1,890,008 | | Lori A. Shambro (7) Executive Vice President, Chief Marketing Officer | 2024 | $456,330 | $— | $933,323 | $— | $343,790 | $— | $47,361 | $1,780,804 | | Susan K. Drath (8) Former Chief Human Capital Officer | 2024 | $243,723 | $— | $— | $— | $— | $20,525 | $1,627,805 | $1,892,053 | | | 2023 | $401,700 | $— | $742,498 | $— | $240,695 | $17,839 | $50,143 | $1,452,875 | | | 2022 | $399,125 | $— | $724,963 | $— | $308,682 | $15,189 | $49,030 | $1,496,989 |

  76. SUMMARY COMPENSATION TABLE

    (1)Increases to base salaries approved during fiscal 2024 were effective December 1, 2023. (2)The amounts reported in the column for fiscal 2024 represent the aggregate grant date fair value of time- and performance-based RSUs awarded in fiscal 2024 to the current executive NEOs, computed in accordance with FASB ASC Topic 718. Half of each performance-based RSU will vest based on target cumulative adjusted earnings per share performance metrics and half will vest based on relative total shareholder return (“TSR”) performance metrics. Fair value for both the time-based RSUs and the portion of the performance-based RSUs that vests based on cumulative adjusted earnings per share is based on the closing stock price on the grant date ($33.57). For the portion of the performance-based RSUs that vests based on cumulative adjusted earnings per share, the Company records estimated expense based on target achievement for the three-year performance period unless a different outcome is likely to occur, and this portion of the performance-based RSUs is reflected in this table based on the most probable performance outcome on the grant date, determined in accordance with FASB ASC Topic 718. The portion of the performance-based RSUs that vests based on relative TSR performance has a 46.7% fair value premium added to the closing stock price on the grant date based on a simulation of outcomes under a Monte Carlo valuation model to determine fair value. The grant date fair value of the performance-based RSUs assuming maximum achievement are as follows: M. LaVigne—$11,764,036; J. Drabik—$2,040,049; Mr. Lampman—$1,445,088; Mr. Vauth—$1,445,088; and Ms. Shambro—$1,360,055. For more information regarding the RSUs granted in fiscal 2024, see the "Grants of Plan-Based Awards" table. For a more detailed description of the assumptions used in determining grant date fair values of RSUs granted in fiscal 2024, see Note 7, Share-Based Payments, of the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended September 30, 2024. (3)The amounts reported in this column reflect annual incentive awards earned by the current executive NEOs during the fiscal year under the applicable annual incentive plan. (4)The amounts reported in this column consist of aggregate changes in the actuarial present value of accumulated benefits under the applicable retirement plan and the supplemental executive retirement plan, our pension restoration plan which are our applicable defined benefit pension plans. To the extent that payments under the qualified retirement plan exceed limitations imposed by the IRS, the excess will be paid under the terms of the non-qualified supplemental executive retirement plan. For Mr. Vauth, this is the change in the actuarial present value from fiscal 2023 to fiscal 2024 of the German defined benefit plan.

  77. SUMMARY COMPENSATION TABLE

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    | EXECUTIVE COMPENSATION | TABLE OF CONTENTS |

  79. SUMMARY COMPENSATION TABLE

    (5)The amounts reported in this column with respect to fiscal 2024 consist of the following: (i)Company matching contributions in our 401(k) plan:

  80. SUMMARY COMPENSATION TABLE

    | Mr. LaVigne, $20,700 | Mr. Lampman, $20,412 | Ms. Drath, $7,528 | | Mr. Drabik, $20,597 | Ms. Shambro, $18,575 | |

  81. SUMMARY COMPENSATION TABLE

    (ii)Company matching contributions in our executive savings investment plan:

  82. SUMMARY COMPENSATION TABLE

    | Mr. LaVigne, $111,302 | Mr. Lampman, $25,872 | Ms. Drath, $4,302 | | Mr. Drabik, $44,436 | Ms. Shambro, $21,265 | |

  83. SUMMARY COMPENSATION TABLE

    These amounts include benefits that were accrued by the NEOs in our executive savings investment plan due to certain limits imposed by the IRC on contributions to our 401(k) Plan. (iii)Company contributions into our German Employee Finance Occupational Pension Scheme with Employer Subsidy for Mr. Vauth in the amount of $718. (iv)The incremental cost to the Company of the following perquisites provided to the executive officers: Executive Financial Planning Program. We reimburse the executives for 80% of the cost of personal financial advisory services, up to certain annual maximums. During fiscal 2024, the following reimbursement payments were made:

  84. SUMMARY COMPENSATION TABLE

    | Mr. LaVigne, $6,000 | Mr. Lampman, $6,000 | Ms. Drath, $6,000 | | Mr. Drabik, $808 | Ms. Shambro, $6,000 | |

  85. SUMMARY COMPENSATION TABLE

    (v)In fiscal 2024, to help mitigate cybersecurity risks, we provided each NEO with a subscription to DeleteMe and Lifelock. The cost per NEO is $1,520 annually. (vi)Mr. Vauth received a company car allowance of $10,838 during fiscal 2024. (vii)Company contributions for executive-level Accidental Death & Dismemberment (AD&D) coverage for Mr. Vauth in the amount of $354. (viii)Pursuant to the Drath Separation and Transition Agreement, Ms. Drath received cash payments in the aggregate amount of $477,737, and, following the conclusion of her employment on March 31, 2024, severance payments in an aggregate amount of $1,130,719. (6)The base salary, non-equity incentive compensation, changes in pension value and all other compensation values presented in the table for Mr. Vauth (other than the amounts in the Stock Awards column) are shown as converted from Euros to U.S. dollars at the fiscal 2024 average conversion rate used to prepare the Company’s financial statements (1 U.S Dollar = 0.9223 Euros). (7)Ms. Shambro was appointed by the Board of Directors to be an executive officer of the Company during fiscal 2024 and became a NEO for the first time. As a result, compensation information for fiscal 2023 and 2022 is not required to be presented. (8)Ms. Drath ceased to be employed by the Company on March 31, 2024, and, as such, only received a base salary for a portion of fiscal 2024. Pursuant to the Drath Separation and Transition Agreement, Ms. Drath did not participate in the annual cash incentive program or receive long-term incentive awards for fiscal 2024.

  86. GRANTS OF PLAN-BASED AWARDS

    GRANTS OF PLAN-BASED AWARDS Awards to the current executive NEOs, and to other key executives, were made in fiscal 2024 under two separate programs: •potential cash awards under our annual cash incentive program, dependent upon achievement of performance measures established at the beginning of the fiscal year, as described in more detail in “Executive Compensation—Compensation Discussion and Analysis—Elements of Compensation-—Annual Incentive Program;” and •three-year RSU awards under the terms of our 2020 Plan, which include a performance-based component and a time-based component, as described in more detail in “Executive Compensation-—Compensation Discussion and Analysis—Elements of Compensation—Long-Term Incentive Program.”

  87. GRANTS OF PLAN-BASED AWARDS

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    | TABLE OF CONTENTS | EXECUTIVE COMPENSATION |

  89. GRANTS OF PLAN-BASED AWARDS TABLE

    GRANTS OF PLAN-BASED AWARDS TABLE

  90. GRANTS OF PLAN-BASED AWARDS TABLE

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards ($) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (#) | | | | | | Name | Type of Award | Grant Date | Threshold | Target | Maximum | Threshold | Target | Maximum | All Other Stock Awards: Number of Shares of Stock (#) | Grant Date Fair Value of Stock and Option Awards (4) | | M.S. LaVigne | | | | | | | | | | | | | Bonus: Annl.Perf.(1) | — | $632,292 | $1,264,583 | $2,529,167 | — | — | — | — | — | | | LTI Award: Perf.(2) | 11/06/23 | — | — | — | 72,148 | 144,296 | 288,592 | — | $5,996,893 | | | LTI Award: Time(3) | 11/06/23 | — | — | — | — | — | — | 61,841 | $2,076,002 | | J.J. Drabik | | | | | | | | | | | | | Bonus: Annl.Perf.(1) | — | $257,709 | $515,419 | $1,030,838 | — | — | — | — | — | | | LTI Award: Perf.(2) | 11/06/23 | — | — | — | 12,512 | 25,023 | 50,046 | — | $1,039,947 | | | LTI Award: Time(3) | 11/06/23 | — | — | — | — | — | — | 10,724 | $360,005 | | M.A. Lampman | | | | | | | | | | | | | Bonus: Annl.Perf.(1) | — | $148,359 | $296,719 | $593,437 | — | — | — | — | | | | LTI Award: Perf.(2) | 11/06/23 | — | — | — | 8,863 | 17,725 | 35,450 | — | $736,645 | | | LTI Award: Time(3) | 11/06/23 | — | — | — | — | — | — | 7,597 | $255,031 | | R.W. Vauth | | | | | | | | | | | | | Bonus: Annl.Perf.(1)(5) | — | $138,640 | $277,281 | $554,561 | — | — | — | — | — | | | LTI Award: Perf.(2) | 11/06/23 | — | — | — | 8,863 | 17,725 | 35,450 | — | $736,645 | | | LTI Award: Time(3) | 11/06/23 | — | — | — | — | — | — | 7,597 | $255,031 | | L.A. Shambro | | | | | | | | | | | | | Bonus: Annl.Perf.(1) | — | 136,899 | 273,798 | 547,596 | | | | | | | | LTI Award: Perf.(2) | 11/06/23 | | | | 8,341 | 16,682 | 33,364 | | $693,298 | | | LTI Award: Time(3) | 11/06/23 | | | | | | | 7,150 | $240,026 |

  91. GRANTS OF PLAN-BASED AWARDS TABLE

    (1)These amounts represent the estimated possible payouts of annual cash awards for fiscal 2024 under our annual cash incentive program for each of our current executive NEOs. The actual amounts earned under the annual cash incentive program for fiscal 2024 are disclosed in the “Summary Compensation Table” above as part of the column entitled “Non-Equity Incentive Plan Compensation.” Ms. Drath did not participate in the annual incentive plan or receive long-term incentive awards for fiscal 2024. (2)Vesting of these performance-based RSUs, awarded under the 2023 Plan, is subject to achievement of pre-established performance criteria for cumulative adjusted earnings per share and relative total shareholder return over the three-year period commencing October 1, 2023, subject to the executive officer’s continued employment with the Company on the vesting date. (3)These time-based RSUs vest three years from the date of grant, subject to the executive officer’s continued employment with the Company on the vesting date. (4)These amounts represent the grant date fair value calculated in accordance with FASB ASC Topic 718, excluding forfeiture assumptions. We provide information regarding the assumptions used to calculate the value of time- and performance-based RSU awards made to our NEOs in footnote (2) to the Summary Compensation Table above. (5)Mr. Vauth’s bonus values are shown as converted from Euros to U.S. dollars at the fiscal 2024 average conversion rate used to prepare the Company’s financial statements (1 U.S Dollar = 0.9223 Euros). For further discussion regarding the fiscal 2024 grants under our annual incentive program see “Executive Compensation—Compensation Discussion and Analysis—Elements of Compensation—Annual Incentive Program,” and for further discussion regarding the timing and procedures for the fiscal 2024 grants of performance-based and time-based long-term incentive awards, see “Executive Compensation—Compensation Discussion and Analysis—Elements of Compensation—Long-Term Incentive Program.”

  92. GRANTS OF PLAN-BASED AWARDS TABLE

    | | Energizer Holdings, Inc. 2024 Proxy Statement 49 |

  93. GRANTS OF PLAN-BASED AWARDS TABLE

    | EXECUTIVE COMPENSATION | TABLE OF CONTENTS |

  94. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END The following table and footnotes set forth information regarding outstanding equity awards, as of September 30, 2024, for the current executive NEOs. Ms. Drath had no outstanding awards as of such date. All such awards are in the form of RSUs, the vesting of which is, for performance-based awards, subject to the achievement of cumulative financial metrics over a three-year period, and, for time-based awards, generally over a three-year period, subject to acceleration of vesting in certain limited circumstances as contemplated under our equity incentive plans. See “Executive Compensation—Compensation Discussion and Analysis—Elements of Compensation—Long Term Incentive Program.”

  95. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

    | | Stock Awards | | | | | | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | M.S. LaVigne | 11/15/2021 | 135,001(2) | $4,287,632 | 0(2) | $0 | | | 11/7/2022 | 62,607(3) | $1,988,398 | 219,125(4) | $6,959,410 | | | 11/6/2023 | 61,841(5) | $1,964,070 | 216,444(6) | $6,874,261 | | J.J. Drabik | 11/15/2021 | 43,261(2) | $1,373,963 | 0(2) | $0 | | | 11/7/2022 | 16,935(3) | $537,856 | 59,273(4) | $1,882,510 | | | 11/6/2023 | 10,724(5) | $340,594 | 37,535(6) | $1,192,112 | | M.A. Lampman | 11/15/2021 | 22,502(2) | $714,664 | 0(2) | $0 | | | 11/7/2022 | 10,264(3) | $325,985 | 35,922(4) | $1,140,883 | | | 11/6/2023 | 7,597(5) | $241,281 | 26,588(6) | $844,435 | | R.W. Vauth | 11/15/2021 | 22,502(2) | $714,664 | 0(2) | $0 | | | 11/7/2022 | 10,264(3) | $325,985 | 35,922(4) | $1,140,883 | | | 11/6/2023 | 7,597(5) | $241,281 | 26,588(6) | $844,435 | | L.A. Shambro | 11/15/2021 | 21,002(2) | $667,024 | 0(2) | $0 | | | 11/7/2022 | 9,238(3) | $293,399 | 32,331(4) | $1,026,833 | | | 11/6/2023 | 7,150(5) | $227,084 | 25,023(6) | $794,730 |

  96. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

    (1)The market value of awards that had not vested as of 9/30/2024 was determined by multiplying $31.76, the closing market price per share of the Company’s common stock on 9/30/2024, by the number of RSUs. (2)Includes time-based RSUs granted on 11/15/2021 that have since vested on 11/15/2024 and performance-based RSUs granted on 11/15/2021 with a performance period that ended 9/30/2024 (with performance assessed at 90% of target) but remained subject to service-based vesting through 11/19/2024. (3)Time-based RSUs granted on 11/7/2022 will vest on 11/7/2025, subject to continued service through the vesting date. (4)Performance-based RSUs granted on 11/7/2022 will vest on the date earnings are released for the full performance period of fiscal 2023 through 2025, subject to achievement of threshold cumulative adjusted earnings per share and relative TSR performance and continued service through the vesting date. The shares shown in the table reflect one-half of the award achieved at target for cumulative adjusted earnings per share performance and one-half of the award achieved at maximum for relative TSR performance. (5)Time-based RSUs granted on 11/6/2023 will vest on 11/6/2026, subject to continued service through the vesting date. (6)Performance-based RSUs granted on 11/6/2023 will vest on the date earnings are released for the full performance period of fiscal 2024 through 2026, subject to achievement of threshold cumulative adjusted earnings per share and relative TSR performance and continued service through the vesting date. The shares shown in the table reflect one-half of the award achieved at target for cumulative adjusted earnings per share performance and one-half of the award achieved at maximum for relative TSR performance.

  97. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

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  98. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

    | TABLE OF CONTENTS | EXECUTIVE COMPENSATION |

  99. STOCK VESTED TABLE

    STOCK VESTED TABLE

  100. STOCK VESTED TABLE

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (1)(2) | Value Realized on Vesting (3) | | M.S. LaVigne | 77,664 | $2,704,181 | | J.J. Drabik | 10,209 | $355,469 | | M.A. Lampman | 9,078 | $316,087 | | R.W. Vauth | 9,078 | $316,087 | | L.A. Shambro | 7,566 | $263,440 |

  101. STOCK VESTED TABLE

    (1)On November 14, 2023, 81% of the performance-based RSUs granted in fiscal 2021 vested in accordance with the terms of the award agreements. The number of performance RSUs that vested for each current executive NEO is as follows: Mr. LaVigne, 50,791; Mr. Drabik, 6,677; Mr. Lampman, 5,937; Mr. Vauth, 5,937;and Ms. Shambro 4,948. Ms. Drath did not have any stock awards vest in fiscal 2024. (2)On November 16, 2023, 100% of the time-based RSUs granted in fiscal 2021 vested in accordance with the terms of the award agreements. The number of such RSUs that vested for each NEO is as follows: Mr. LaVigne, 26,873; Mr. Drabik, 3,532; Mr. Lampman, 3,141; Mr. Vauth, 3,141; and Ms. Shambro, 2,618. (3)Calculated by multiplying the number of RSUs vested by the market value of the underlying shares on the vesting date which was $36.12 on November 14, 2023 and $32.36 on November 16, 2023.

  102. PENSION BENEFITS TABLE

    PENSION BENEFITS TABLE

  103. PENSION BENEFITS TABLE

    | Name | Plan Name (1) | Number of Years Credited Service (#)(2)(3)(4) | Present Value of Accumulated Benefit ($)(5) | Payments During Last Fiscal Year ($) | | M.S. LaVigne | Energizer Retirement Plan | 4 | $97,503 | $— | | | Supplemental Executive Retirement Plan | 4 | $95,472 | $— | | J.J. Drabik | Energizer Retirement Plan | 12 | $239,209 | $— | | | Supplemental Executive Retirement Plan | 4 | $7,143 | $— | | M.A. Lampman | Energizer Retirement Plan | 27 | $868,056 | $— | | | Supplemental Executive Retirement Plan | — | $— | $— | | R.W. Vauth | Wilkinson Pension Plan(6)(7) | 16 | $119,757 | $— | | L.A. Shambro (8) | Energizer Retirement Plan | — | $— | $— | | | Supplemental Executive Retirement Plan | — | $— | $— | | S.K. Drath | Energizer Retirement Plan | 22 | $599,870 | $— | | | Supplemental Executive Retirement Plan | 4 | $19,125 | $— |

  104. PENSION BENEFITS TABLE

    (1)The Energizer Retirement Plan is frozen. It includes several benefit formulas applicable at different periods, as explained in the “Compensation Discussion and Analysis”. One formula was the Retirement Accumulation Account, a cash balance benefit effective from January 1, 2010 through December 31, 2013 when the entire plan was frozen. This applies to the U.S.-based NEOs. Two prior formulas, the PEP and the PPMA, were frozen as of December 31, 2009. Mr. Drabik’s, Mr. Lampman’s and Ms. Drath’s benefit values also include these two additional formulas. The Supplemental Executive Retirement Plan was also frozen as of December 31, 2013. The plan provided benefits based on the same formulas as the Energizer Retirement Plan (with the exception of the PensionPlus Match Account) but reflected compensation above the maximum compensation limit. (2)The number of years of credited service shown for each executive reflects years of actual service prior to the pension plan being frozen, which are less than each executive’s actual years of service with the Company.

  105. PENSION BENEFITS TABLE

    | | Energizer Holdings, Inc. 2024 Proxy Statement 51 |

  106. PENSION BENEFITS TABLE

    | EXECUTIVE COMPENSATION | TABLE OF CONTENTS |

  107. PENSION BENEFITS TABLE

    (3)Mr. LaVigne’s and Mr. Drabik’s years of service credited in the Energizer Retirement Plan were with Edgewell, our former parent company. (4)For Mr. Lampman and Ms. Drath, 14 years of service shown were with Edgewell, our former parent company, and the remainder were with Ralston Purina Company, Edgewell’s former parent. (5)The value of benefits shown equal the account balances under the plans and benefit formulas in which the named executive officer participates. The account balances grow with a monthly interest credit based on the 30-year Treasury rate, reset annually. The value is available on termination without reduction. Assumptions used in the valuations are set forth in Note 13, Pension Plans, of the Notes to Consolidated Financial Statements of our Annual Report on Form 10-K for year ended September 30, 2024. (6)Represents capitalized value under the Wilkinson Pension Plan for Mr. Vauth. The formulas for determining the participant benefits under the old-age, disability, early-age and dependents’ pensions are set forth in “Compensation Discussion and Analysis—Elements of Compensation— Pension Benefits”. (7)The amounts presented in the table for Mr. Vauth are shown as converted from Euros to U.S. dollars at the fiscal 2024 average conversion rate used to prepare the Company’s financial statements (1 U.S Dollar = 0.9223 Euros). (8)Ms. Shambro did not participate in the Energizer Retirement Plan or the Supplemental Executive Retirement Plan as she was hired after both plans were frozen.

  108. NON-QUALIFIED DEFERRED COMPENSATION TABLE

    NON-QUALIFIED DEFERRED COMPENSATION TABLE

  109. NON-QUALIFIED DEFERRED COMPENSATION TABLE

    | Name | Plan | Executive Contributions in Last FY ($)(1) | Registrant Contributions in Last FY ($)(2) | Aggregate Earnings in Last FY ($)(3) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($)(4) | | M.S. LaVigne | Def’d Comp. Plan | $— | $— | $60,250 | $— | $768,568 | | | Exec. S.I.P. | $133,352 | $111,302 | $1,187,791 | $— | $4,596,151 | | J.J. Drabik | Def’d Comp. Plan | $— | $— | $— | $— | $— | | | Exec. S.I.P. | $65,795 | $44,436 | $224,372 | $— | $1,021,119 | | M.A. Lampman | Def’d Comp. Plan | $— | $— | $— | $— | $— | | | Exec. S.I.P. | $46,740 | $25,872 | $91,241 | $— | $466,609 | | R.W. Vauth (6) | Def’d Comp. Plan | $— | $— | $— | $— | $— | | | Exec. S.I.P. | $— | $— | $— | $— | $— | | L.A. Shambro | Def’d Comp. Plan | $— | $— | $— | $— | $— | | | Exec. S.I.P. | $42,239 | $21,265 | $71,668 | $— | $373,114 | | S.K. Drath | Def’d Comp. Plan | $— | $— | $56,810 | $— | $724,686 | | | Exec. S.I.P. | $14,623 | $4,302 | $153,460 | $— | $769,735 |

  110. NON-QUALIFIED DEFERRED COMPENSATION TABLE

    (1)Executive officer contributions to our executive savings investment plan during fiscal 2024 consist of deferrals of salary earned with respect to fiscal 2024, which are included in the “Summary Compensation Table” of this proxy statement. (2)Contributions and accruals to our executive savings investment plan consist of Company contributions that would have otherwise been contributed to the named executive officer’s 401(k) plan account but for limitations imposed by the IRC. These amounts, in their entirety, are included in the “All Other Compensation” column of the “Summary Compensation Table”. (3)Aggregate earnings/(losses) shown in this column consist of: –amounts credited to each executive under the investment options of the executive savings investment plan, reflecting actual earnings, including appreciation and depreciation, on investment funds offered under our qualified 401(k) plan with returns during fiscal 2024 ranging from 2.59% to 42.19%; and –in the case of the prime rate option of our deferred compensation plan, interest at the prime rate, quoted by the Wall Street Journal, ranged from 8.00% to 8.50%. (4)Of the aggregate balances shown in this column with respect to the executive savings investment plan, the following amounts were previously reported as compensation in the “Summary Compensation Table” of this proxy statement: –Mr. LaVigne: $ 616,454 –Mr. Drabik: $ 134,792 –Mr. Lampman: $ 56,658 –Ms. Drath: $ 83,723 (5)Mr. Vauth is not eligible to participate in the Company’s non-qualified deferred compensation plans and arrangements.

  111. NON-QUALIFIED DEFERRED COMPENSATION TABLE

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  112. NON-QUALIFIED DEFERRED COMPENSATION TABLE

    | TABLE OF CONTENTS | EXECUTIVE COMPENSATION |

  113. NON-QUALIFIED DEFERRED COMPENSATION TABLE

    We have adopted several plans or arrangements that provide for the deferral of compensation on a basis that is not tax-qualified. Deferred Compensation Plan — Under the terms of our deferred compensation plan, an unfunded, non-qualified plan that assumed the liabilities under our former parent’s plan in connection with the Spin-Off, prior to January 1, 2013, executives could elect to have up to 100% of their annual cash incentive award deferred until their retirement or other termination of employment, or for a shorter, three-year period (at the executive’s advance election). All funds are invested in the Prime Rate fund, which credits account balances on a daily basis, at the prime rate quoted by The Wall Street Journal as of the first business day of the given quarter. For fiscal 2024, the rate credited under this fund ranged from 8.00% to 8.50%. Balances in the plan are vested and may be paid out in a lump sum in cash six months following the executive’s termination, or in five- or ten-year increments commencing the year following the year of the executive’s termination of employment, as previously elected by the executive. Executive Savings Investment Plan — Under the terms of our executive savings investment plan, our excess 401(k) plan, amounts that would be contributed, either by an executive or by us on the executive’s behalf, to the 401(k) plan but for limitations imposed by the IRC, are credited to the non-qualified executive savings investment plan. Under that plan, executives may elect to defer their contributions into any of the measurement fund options that track the performance of the Vanguard investment funds offered under our 401(k) plan. Deferrals and vested Company contributions may be transferred to different investment options at the executive’s discretion. Deferrals in the executive savings investment plan, adjusted for the net investment return, are paid out in a lump sum payment, or in five or ten annual installments, following retirement or other termination of the executive’s employment, as previously elected by the executive.

  114. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL We have adopted our Executive Severance Plan to provide for severance and outplacement benefits to our senior executives, including our current executive NEOs (other than Mr. Vauth), in connection with a qualifying termination under the plan. We have also entered into change of control employment agreements with each of our current executive NEOs (other than Mr. Vauth with whom we have entered into an employment agreement in accordance with German law). The change of control employment agreements provide for severance and accelerated vesting of equity awards upon a qualifying termination of employment that occurs within a certain period following a change of control. Additionally, our equity plans provide for accelerated vesting of equity awards in the event of certain terminations of employment. These arrangements are described further below. The table below reports the amount of compensation payable to each of our current executive NEOs in the event of termination of such current executive NEO’s employment, including following a change of control of the Company. The amounts shown in the table assume a termination of employment for each current executive NEO, and a change of control, as applicable, in each case, effective as of September 30, 2024. All amounts shown are estimates of the amounts that would be paid out to the current executive NEOs. The actual amounts to be paid out can only be determined at the time of the relevant triggering event. Ms. Drath’s employment terminated during fiscal 2024, and the information regarding her actual termination is included below the table. Amounts shown in the table represent the incremental amounts due to each current executive NEO beyond what the current executive NEO would have been entitled to receive absent a termination of employment. The information does not reflect benefits that are provided under our plans or arrangements that do not discriminate in favor of executive officers and are available generally to all salaried colleagues, including amounts accrued under our 401(k) plan, certain continued participation in our health, welfare and disability benefits and payout of accrued vacation pay. For amounts accrued under our retirement plans (including our pension restoration plan and executive savings investment plan), see “Executive Compensation Tables—Pension Benefits Table”, and for amounts that would be paid under our deferred compensation plan and our executive savings investment plan, see “Executive Compensation Tables—Non-Qualified Deferred Compensation Table”. Upon termination of employment for any reason, vested account balances in our deferred compensation plan are paid out in cash to the participant in either a lump sum, or over a five- or ten-year period, commencing six months from the date of termination as previously elected by the participant. Upon a change of control, benefits under our executive savings investment plan vest to the extent not already vested.

  115. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

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  116. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

    | EXECUTIVE COMPENSATION | TABLE OF CONTENTS |

  117. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

    | | Absent a Change of Control | | | Following a Change of Control | | | Qualifying Termination (1) | Death | Disability | Qualifying Termination (2) | | M.S. LaVigne | | | | | | Severance | $3,355,000(4) | $— | $— | $7,974,906(5) | | Acceleration of Equity(3) | $— | $18,696,751 | $13,502,182 | $18,696,751(6) | | J.J. Drabik | | | | | | Severance | $1,784,628(4) | $— | $— | $2,782,687(5) | | Acceleration of Equity(3) | $— | $4,636,255 | $3,547,304 | $4,636,255(6) | | M.A. Lampman | | | | | | Severance | $538,488(4) | $— | $— | $2,098,538(5) | | Acceleration of Equity(3) | $1,520,274(7) | $2,798,945 | $2,082,887 | $2,798,945(6) | | R.W. Vauth(8) | | | | | | Severance | $2,188,246(9) | $250,085(10) | $118,244(10) | $2,188,246(9) | | Acceleration of Equity(3) | $— | $2,798,945 | $2,097,827 | $2,798,945(6) | | L.A. Shambro | | | | | | Severance | 500,675(4) | $— | $— | $1,860,632(5) | | Acceleration of Equity(3) | 1,394,080(7) | $2,579,963 | $1,918,345 | $2,579,963(6) |

  118. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

    (1)For all current executive NEOs, includes termination by the Company without cause or by the executive for good reason. (2)For all current executive NEOs, includes a termination by the Company without cause or by the executive for good reason within 36 months for Mr. LaVigne and 24 months for the other current executive NEOs with a change of control employment agreement following a change of control or a termination upon a death or disability at any time following a change of control. (3)The value attributed to the accelerated restricted stock unit and performance restricted stock unit awards is calculated based on $31.76, the per share closing market price of the Company’s common stock on 9/30/2024. For performance restricted stock units, performance is deemed to be achieved at target, except that actual performance is used for the awards for which the performance period ended on 9/30/2024. (4)Describes benefits provided under our Executive Severance Plan. Includes a lump sum payment of two times base salary for Messrs. LaVigne ($2,040,000) and Drabik ($1,224,300) and one times base salary for Mr. Lampman ($498,488) and Ms. Shambro ($460,675), outplacement services of up to 12 months for each of Messrs. LaVigne, Drabik, Lampman and Ms. Shambro (valued at $40,000 each) and a pro rata bonus payment for Messrs. LaVigne ($1,275,000) and Drabik ($520,328). (5)Describes payments and benefits provided under our change of control employment agreements without reduction under the excise tax cutback provisions of such agreements. Includes a lump sum payment equal to three times for Mr. LaVigne ($6,659,906), or two times for Messrs. Drabik ($2,222,359) and Lampman ($1,759,445) and Ms. Shambro ($1,544,227) the sum of (A) the greater of (x) the executive’s annual base salary in effect as of immediately prior to the qualifying termination or (y) the executive’s annual base salary in effect as of immediately prior to the change of control, (B) an amount equal to the average of the most recent five-year actual bonus percentages multiplied by the greater of the executive’s base salary in effect either immediately prior to the date of termination or the date of the change of control and (C) the cost of the annual Company portion of the premium under the level of coverage in which the executive and the executive’s family had been participating immediately prior to the executive’s qualifying termination under the Company’s health and welfare benefit plans; and (ii) a pro rata bonus payment at target for Messrs. LaVigne ($1,275,000), Drabik ($520,328) and Lampman ($299,093) and Ms. Shambro ($276,405); and (iii) outplacement services of up to 12 months for each of Messrs. LaVigne, Drabik and Lampman and Ms. Shambro (valued at $40,000 each). (6)Reflects accelerated vesting of RSUs and PSUs (assuming target performance, except that actual performance is used for the awards for which the performance period ended on 9/30/2024) in accordance with the change of control employment agreements. In case of disability, reflects a prorated portion of the PSUs. (7)Reflects accelerated vesting of a pro rata portion of outstanding RSUs and PSUs granted at least 12 months prior to 9/30/2024 upon a voluntary termination of employment under the terms of the applicable RSU and PSU award agreements due to retirement eligibility. Includes actual performance at 90% for awards for which the performance period ended on 9/30/2024. (8)The amounts presented in the table for Mr. Vauth are shown as converted from Euros to U.S. dollars at the fiscal 2024 average conversion rate used to prepare the Company’s financial statements (1 U.S Dollar = 0.9223 Euros). (9)Consistent with local market practice, commitments have been made to provide Mr. Vauth severance in an amount equal to one month’s salary per year of Mr. Vauth’s service with the Company if Mr. Vauth’s employment with the Company is terminated by the Company without cause. In both the case of a termination absent a change of control and the case of a termination following a change of control, the portion of these amounts that corresponds to the 18-month notice period provided in accordance with Mr. Vauth’s employment agreement is paid monthly during the notice period.

  119. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

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  120. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

    | TABLE OF CONTENTS | EXECUTIVE COMPENSATION |

  121. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

    (10)Describes the benefits provided under Mr. Vauth’s employment agreement. Includes continued payment of Mr. Vauth’s base salary for the three-month period following Mr. Vauth’s termination due to death. In the case of temporary incapacity of Mr. Vauth due to illness or any other reason beyond his control, the Company will pay Mr. Vauth the difference between his usual net income and the usual benefits which he receives or would receive from a health fund for a maximum of 13 weeks. Otherwise, the terms of the Sick Pay Act apply. Executive Severance Plan Our Executive Severance Plan provides for certain severance benefits in the event of a qualifying termination, meaning an involuntary termination of a participant without cause or a resignation of a participant as a result of good reason (as each term is defined in the plan). These benefits include: •a lump sum payment of one or two times the participant’s annual base salary at the time of the qualifying termination payable at termination; •outplacement services for up to 12 months; and •for the Chief Executive Officer and the Chief Financial Officer, a pro-rata bonus payment based on the number of days during the bonus year the participant was employed and the amount of annual bonus that the participant would have received if the participant had remained employed, based on actual Company performance, payable on the date annual bonuses for the annual bonus year to which such pro rata bonus relates are paid to other executive employees of the Company. Other NEOs are not entitled to a pro rata bonus under the plan. The payment of benefits under the plan is conditioned upon the participant executing a general release of claims in favor of the Company, as well as compliance with confidentiality, non-solicitation, non-disparagement and non-competition obligations as set forth in the release of claims. In addition, no benefits will be paid to the extent duplicative of benefits under a change of control or similar agreement with the Company. Following the end of fiscal 2024, the terms of our Executive Severance Plan were modified, as described in “Compensation Discussion & Analysis — Severance and Other Benefits Following a Change of Control”. Change of Control Employment Agreements The change of control employment agreements with each of our current executive NEOs (other than Mr. Vauth) provide for certain benefits in connection with a change of control. In the event of a qualifying termination, meaning a termination by the company without cause or by the executive for good reason within a specified time period following a change of control of the Company (thirty-six months for Mr. LaVigne and twenty-four months for the other current executive NEOs with a change of control employment agreement) or upon death or disability at any time following a change of control of the Company (as each term is defined in the applicable agreement). Severance benefits under the agreements include: •a lump sum payment six months following the qualifying termination equal to a multiple (three times for Mr. LaVigne and two times for Messrs. Drabik and Lampman and Ms. Shambro) of the sum of (i) the greater of (x) the current executive NEO’s annual base salary in effect immediately prior to the qualifying termination or (y) the current executive NEO’s annual base salary in effect immediately prior to the change in control, (ii) the severance bonus (defined as the average of the most recent five-year actual bonus percentages multiplied by the greater of the executive’s base salary in effect either immediately prior to the date of termination or the date of the change of control), and (iii) the cost of the annual Company portion of the premium under the level of coverage in which the executive and the executive’s family had been participating immediately prior to the executive’s qualifying termination under the Company’s health and welfare benefit plans; •a lump sum pro-rata bonus payment six months following the qualifying termination based on target bonus for the year of termination; •outplacement services for up to 12 months; •outstanding equity awards held by the current executive NEO will accelerate and vest in accordance with their terms (which currently provide for acceleration in full and, for performance awards, the Human Capital Committee will determine the extent to which performance goals with respect to such awards have been met as of the date the change of control occurs); and •benefits under our executive savings investment plan vest to the extent not already vested.

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  124. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

    Additionally, if approved by the Company’s Chief Executive Officer or, in the case of the Chief Executive Officer, the Human Capital Committee, perquisites and fringe benefits enjoyed by the current executive NEO immediately prior to termination may continue for the period approved. Further, the current executive NEOs are entitled to payment by the Company of all legal fees and expenses as and when incurred by the current executive NEO in connection with the change of control employment agreements, including all such fees and expenses, if any, incurred in contesting or disputing any termination of employment or in seeking to obtain or enforce any right or benefit provided by the change of control employment agreement. In the event that it is determined that a “golden parachute” excise tax is due under the Internal Revenue Code, we will reduce the aggregate amount of the payments payable to an amount such that no such excise tax will be paid if the resulting amount would be greater than the after-tax amount if the payments were not so reduced. Following termination of employment, each current executive NEO is bound by a one-year covenant not to compete, a one-year non-solicitation covenant and a covenant of confidentiality. The change of control employment agreements automatically renew, in the case of Mr. LaVigne, for three-year terms, and in the case of the agreements with Messrs. Drabik and Lampman and Ms. Shambro, for two-year terms. Equity Plans Under our equity plans and award agreements, upon an executive officer’s death, restricted stock units and performance restricted stock units are accelerated in full; upon a disability (as defined in the plans), restricted stock units are accelerated in full and performance restricted stock units are accelerated on a prorated basis; and, with respect to awards granted at least 12 months prior to retirement, upon retirement (after attainment of age 55 with 10 years of service, or 20 years of service for Mr. Vauth, including service with our former parent companies), restricted stock units and performance restricted stock units are accelerated on a prorated basis. Mr. Lampman and Ms. Shambro have each satisfied the age and service requirements for retirement vesting under our equity plans and award agreements. Vauth Employment Agreement Mr. Vauth’s employment agreement, as amended, provides that Mr. Vauth will be eligible to receive an annual base salary and a target annual bonus opportunity equal to 50% of Mr. Vauth’s base salary, participate in the pension scheme maintained for employees of the Company’s German subsidiaries and use a company-provided car. Mr. Vauth is subject to confidentiality and intellectual property and inventions assignment covenants, and Mr. Vauth may not, in Germany or a German-speaking area, during the 12-month period following his termination of employment, compete with or solicit the employees, customers or business of the Company’s German subsidiaries. If Mr. Vauth breaches any of the restrictive covenants contained in his employment agreement, he must pay a monetary penalty to the Company. Mr. Vauth’s employment agreement may be terminated by either party for any reason upon 18 months’ advance notice, during which notice period Mr. Vauth will continue to be an employee of the Company and will continue to receive his compensation then in effect. Mr. Vauth’s employment agreement further provides that in the event of Mr. Vauth’s death, the Company will continue to pay to Mr. Vauth’s estate his base salary for the remainder of the month of death and the three months thereafter. In the event of Mr. Vauth’s temporary incapacity due to illness or any other reason outside Mr. Vauth’s control that would prevent him from providing his services to the Company, the Company will pay to Mr. Vauth the difference between his net income and the benefits that Mr. Vauth would receive from his health insurance up to a maximum period of 13 weeks. Mr. Vauth’s employment agreement does not provide for any severance or change of control benefits other than as described above. Consistent with local market practice, commitments have been made to provide Mr. Vauth severance in an amount equal to one month’s salary for each year of Mr. Vauth’s service with the Company if Mr. Vauth’s employment is terminated by the Company without cause, including following a change of control. Drath Separation and Transition Agreement Pursuant to the terms of the Separation and Transition Agreement, Ms. Drath ceased to serve as the Company’s Chief Human Capital Officer on December 31, 2023 and thereafter served as a Special Advisor to the Company through March 31, 2024 (the “Separation Date”) on which date her employment with the Company terminated. Pursuant to the Separation and Transition Agreement, Ms. Drath received a cash payment in the aggregate amount of $477,737. Following the conclusion of her employment on the Separation Date, subject to the execution of a customary release of claims, Ms. Drath received severance payments in an aggregate

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  127. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

    amount of $1,130,719. The terms of the Separation and Transition Agreement, including amounts payable to Ms. Drath pursuant to the agreement, are summarized under “Compensation Discussion & Analysis—Severance and Other Benefits Following a Change of Control—Drath Separation and Transition Agreement”.

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  130. CEO PAY RATIO

    CEO PAY RATIO We believe that compensation must be competitive in the marketplace for the role, internally consistent, and equitable in order to motivate our colleagues to deliver consistent and sustainable operating results for our shareholders. The Company’s total colleague population other than the CEO as of the end of our fiscal year, September 30, 2024, whether employed on a full-time or part-time basis, was considered in determining our median employee. No employees were excluded under the de minimis or any other exemption. We examined the (i) projected base or wage compensation for permanent colleagues in the fiscal year, and (ii) actual base or wage compensation for temporary colleagues for the fiscal year. Compensation for permanent colleagues was annualized (e.g., for colleagues who were hired during the year but did not work for the Company the entire year). We estimate that the compensation of our Chief Executive Officer in fiscal 2024 was approximately 269 times the median of the annual total compensation of all of our other colleagues. The SEC’s rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, apply certain exclusions, and make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies, including our compensation peer group, may not be comparable to the pay ratio reported above.

  131. CEO PAY RATIO

    | | CEO to Median Colleague Pay Ratio | | | | CEO | Median Employee | | Annual Total Compensation | $10,819,861 | $40,264 |

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  133. CEO PAY RATIO

    | PAY VERSUS PERFORMANCE |

  134. CEO PAY RATIO

    The following table shows the relationship between executive Compensation Actually Paid (CAP) to our NEOs and our financial performance. CAP is an amount calculated using methodology prescribed by SEC rules and differs from the compensation actually received by our NEOs. For further information about how we align executive compensation with the Company’s performance, see “Compensation Discussion and Analysis” above.

  135. PAY VERSUS PERFORMANCE TABLE

    PAY VERSUS PERFORMANCE TABLE

  136. PAY VERSUS PERFORMANCE TABLE

    | Year | Summary Compensation Table Total for PEO (1) | | Compensation Actually Paid to PEO (2) | | Average Summary Compensation Table Total for non-PEO NEOs (3) | Average Compensation Actually Paid to non-PEO NEOs (4) | Value of Initial Fixed $100 Investment Based on | | Net Income (in millions) (7) | Adjusted Earnings Per Share | | | PEO 1 Mark S. LaVigne | PEO 2 Alan R. Hoskins | PEO 1 Mark S. LaVigne | PEO 2 Alan R. Hoskins | | | Total Shareholder Return (TSR) (5) | Peer Group Total Shareholder Return (6) | | | | 2024 | $10,819,861 | $— | $9,885,524 | $— | $2,034,333 | $1,906,673 | $93.13 | $132.76 | $38.1 | $3.32 | | 2023 | $9,586,730 | $— | $13,612,811 | $— | $2,127,481 | $2,340,281 | $90.34 | $106.13 | $140.5 | $3.09 | | 2022 | $9,048,440 | $— | $4,057,873 | $— | $2,179,195 | $1,399,295 | $68.47 | $91.57 | $(231.5) | $3.08 | | 2021 | $5,958,735 | $3,168,310 | $4,939,119 | $1,031,868 | $1,461,171 | $911,989 | $102.59 | $99.86 | $160.9 | $3.48 |

  137. PAY VERSUS PERFORMANCE TABLE

    (1)Represents the total compensation of our principal executive officer (“PEO”), Mark S. LaVigne, as reported in the Summary Compensation table for each year indicated. Mr. LaVigne became the CEO beginning January 1, 2021. Alan S. Hoskins was the CEO prior to that date and for the first three months of fiscal year 2021. (2)The following table sets forth, for each year indicated, the PEOs included in the Pay Versus Performance table and the adjustments (i.e., amounts deducted and added) made to the PEO’s Summary Compensation Table total to determine the CAP to each PEO.

  138. PAY VERSUS PERFORMANCE TABLE

    | | PEO 1 Mark S. LaVigne | | | 2024 | | Total Compensation as reported in Summary Compensation Table ("SCT") | $10,819,861 | | Pension values reported in SCT | $(7,923) | | Fair Value of equity awards granted during fiscal year | $(8,072,895) | | Pension Value attributable to covered year's service and any change in pension value attributable to plan amendments made in the covered year | $— | | Fair value of equity awards granted in covered year that were outstanding and unvested at the end of the covered fiscal year (valued at end of year) | $7,289,331 | | Change in fair value from end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during covered fiscal year | $256,032 | | Change in fair value from end of prior fiscal year to end of covered fiscal year for awards made in prior fiscal years that were unvested at end of covered fiscal year | $(748,736) | | Dividends or other earnings paid on stock or option awards in the covered fiscal year prior to the vesting date that are not otherwise included in the total compensation for the covered fiscal year | $349,854 | | Fair value of awards forfeited in covered fiscal year determined at end of prior fiscal year | $— | | Compensation Actually Paid to PEO | $9,885,524 |

  139. PAY VERSUS PERFORMANCE TABLE

    (3)Represents the average of the total compensation of each of our non-PEO NEOs as reported in the Summary Compensation Table for each year indicated. The non-PEO NEOs included in this calculation for each year are as follows: 2024: John J. Drabik, Michael A. Lampman, Robin W. Vauth, Susan K. Drath and Lori Shambro

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  142. PAY VERSUS PERFORMANCE TABLE

    2023: John J. Drabik, Michael A. Lampman, Robin W. Vauth and Susan K. Drath 2022: John J. Drabik, Michael A. Lampman, Robin W. Vauth and Susan K. Drath 2021: John J. Drabik, Susan K. Drath, Timothy W. Gorman and Hannah H. Kim (4) The following table sets forth, for each year indicated, the adjustments (i.e., amounts deducted and added) made to the average non- PEO NEOs’ Summary Compensation Table total to determine the average CAP to the non-PEO NEOs.

  143. PAY VERSUS PERFORMANCE TABLE

    | | 2024 | | Total Average Compensation as reported in SCT | $2,034,333 | | Pension values reported in SCT | $(14,097) | | Fair Value of equity awards granted during fiscal year | $(863,325) | | Pension Value attributable to covered year's service and any change in pension value attributable to plan amendments made in the covered year | $17,402 | | Fair value of equity awards granted in covered year that were outstanding and unvested at the end of the covered fiscal year (valued at end of year) | $779,531 | | Change in fair value from end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during covered fiscal year | $23,705 | | Change in fair value from end of prior fiscal year to end of covered fiscal year for awards made in prior fiscal years that were unvested at end of covered fiscal year | $(121,055) | | Dividends or other earnings paid on stock or option awards in the covered fiscal year prior to the vesting date that are not otherwise included in the total compensation for the covered fiscal year | $50,179 | | Fair value of awards forfeited in covered fiscal year determined at end of prior fiscal year | $— | | Average Compensation Actually Paid to non-PEO NEOs | $1,906,673 |

  144. PAY VERSUS PERFORMANCE TABLE

    (5)Represents the cumulative four-year total return to shareholders (“TSR”) of our common stock for the covered year and assumes that the value of the investment was $100 on September 30, 2020 and that the subsequent dividends were reinvested. (6)Represents the cumulative four-year TSR of our peer group for the covered year calculated using the same method described in footnote (5). The peer group utilized for each year indicated is the S&P 500 Household Products Index. (7)Represents our reported net income for each year indicated. Included in the fiscal 2024 net income was a pre-tax asset impairment charge of $110.6 million on our goodwill and intangible assets. Included in the fiscal year 2023 net income was a pre-tax pension settlement charge of $50.2 million. Included in the fiscal year 2022 net loss was a pre-tax asset impairment charge of $541.9 million on our goodwill and intangible assets. Included in the fiscal 2021 net income was a pre-tax debt extinguishment of $103.3 million. (8)Represents our adjusted EPS for each year indicated, which we believe represents the most important financial performance measure that was used to link CAP to our PEOs and non-PEO NEOs for the most recent fiscal year to Company performance. See Appendix A to this proxy statement for a reconciliation of reported earnings per share to adjusted EPS, a non-GAAP measure.

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    | TABLE OF CONTENTS | PAY VERSUS PERFORMANCE |

  147. Relationship between CAP and Net Income

    | PAY VERSUS PERFORMANCE | TABLE OF CONTENTS |