SCOTTS MIRACLE-GRO CO (SMG): Other Christopher J. Hagedorn terminated without cause

Events in this filing

Item 5.02 as filed

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 29, 2026, The Scotts Miracle-Gro Company (the “Company”) reported that Christopher J. Hagedorn, the Company’s former Executive Vice President & Chief Strategy Officer, would be departing the Company on September 30, 2026 (the “Termination Date”).
On October 13, 2026, in connection with Mr. Hagedorn’s departure, The Scotts Company LLC, a subsidiary of the Company (“Scotts LLC”), entered into a Separation Agreement and Release of All Claims (the “Separation Agreement”) with Mr. Hagedorn. The Separation Agreement addresses the payments and benefits to which Mr. Hagedorn is entitled in connection with his departure.
Pursuant to the terms of the Separation Agreement, Scotts LLC will pay or make the following amounts and benefits available to Mr. Hagedorn that are consistent with the “Severance Benefits” under his Tier 1 Participation Agreement under the Company’s Executive Severance Plan pursuant to a termination without Cause: (a) severance pay equal to 24 months of salary, at Mr. Hagedorn’s regular monthly base pay, payable in accordance with Scotts LLC’s standard payroll procedures; (b) outplacement services for a period of the earlier of (i) 12 months or (ii) Mr. Hagedorn accepts new employment; (c) for a period of 24 months, a benefits offset payment in an amount equal to the excess of the COBRA premium charged by the Company to terminated employees over the premium Mr. Hagedorn paid as an active employee; and (d) a Bonus Amount equal to 2.0 times Mr. Hagedorn’s Target Bonus Opportunity as of the Termination Date, 50% of which is payable on the first scheduled pay date following the first anniversary of the Termination Date and 50% of which is payable on the first scheduled pay date following the second anniversary of the Termination Date, subject to Mr. Hagedorn’s continued compliance as of the payment date with all of his post-employment obligations to the Company. The foregoing payments are conditioned upon Mr. Hagedorn not revoking his acceptance of the Separation Agreement as set forth therein.
In addition to the foregoing, Mr. Hagedorn is also eligible to an incentive payout pursuant to the Company’s Executive Incentive Plan for the fiscal year ended September 30, 2026. Mr. Hagedorn’s payout will occur in November 2026 and will be calculated pursuant to his target bonus amount through the Termination Date, multiplied by the actual fiscal year 2026 funded plan performance results as approved by the Compensation and Organization Committee of the Board of Directors and further adjusted by a discretionary personal performance factor.
The treatment of any equity awards granted to Mr. Hagedorn pursuant to the Long-Term Incentive Plan are subject to the provisions set forth in the applicable award agreement, including termination of employment. Specifically, the 16,239 performance units and related dividend equivalents granted to Mr. Hagedorn on February 16, 2024 will vest and settle on February 16, 2027 subject to the achievement of the underlying performance criteria specified in the award agreement. The 57,033 non-qualified stock options granted to Mr. Hagedorn on November 16, 2023 vested in full on the Termination Date and will expire 180 days following the Termination Date. The 21,009 non-qualified stock option granted to Mr. Hagedorn on November 8, 2024, the 5,375 non-qualified stock options granted to Mr. Hagedorn on January 31, 2025 and the 29,649 non-qualified stock options granted to Mr. Hagedorn on January 30, 2026, all of which are unvested, forfeited on the Termination date, in accordance with the terms of the applicable award agreement. The 8,808 performance units and related dividend equivalents granted to Mr. Hagedorn on January 31, 2025 and the 14,599 performance units and related dividend equivalents granted to Mr. Hagedorn on January 30, 2026, all of which are unvested, forfeited on the Termination Date, in accordance with the terms of the applicable award agreement.
All amounts payable to Mr. Hagedorn under the Separation Agreement and the applicable award agreements will be subject to all applicable withholdings and deductions required by federal, state and local taxing authorities.
The payments and benefits described above are the only amounts to which Mr. Hagedorn is entitled under the Separation Agreement (or any other agreement). To the extent applicable, he also remains entitled to any vested benefits he had as of his Termination Date under other benefit plans or programs maintained by the Company or its subsidiaries, including The Scotts Company LLC Retirement Savings Plan, The Scotts Company LLC Executive Retirement Plan, The Scotts Company LLC Associates’ Pension Plan and The Scotts Company LLC Retiree Medical Plan.
The Separation Agreement, together with the Employee Confidentiality, Noncompetition, Nonsolicitation Agreement previously executed by Mr. Hagedorn on August 30, 2024, which will continue in effect following his departure, also contains various restrictive covenants, including covenants relating to noncompetition, confidentiality, cooperation and nonsolicitation.
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The foregoing is a summary description of the terms of the Separation Agreement and is qualified in its entirety by reference to the Separation Agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.