SCOTTS MIRACLE-GRO CO

On November 26, 2024, the Company, as part of a series of executive and senior leadership enhancements, announced that Nathan E. Baxter, currently Executive Vice President & Chief Operating Officer, has been named President and Chief Operating Officer. The position of President was previously held by James Hagedorn, the Company’s Chairman and Chief Executive Officer, who will continue in those roles.

In connection with his appointment to President, Mr. Baxter’s annual base salary was increased from $950,000 to $1,000,000. His target incentive percentage under The Scotts Company LLC Executive Incentive Plan was increased from 125% to 150%. Finally, Mr. Baxter’s annual target under the Company’s Long Term Incentive Plan will increase from $2,000,000 to $2,500,000.

The Company also announced that Matthew Garth, Executive Vice President, Chief Financial Officer & Chief Administrative Officer, will be departing the Company effective December 31, 2024 (the “Termination Date”).

In a corresponding move, Mark J. Scheiwer, currently Vice President and Treasurer, will assume the role of interim Chief Financial Officer & Chief Accounting Officer upon Mr. Garth’s departure. Mr. Scheiwer, 49, has been with the Company since 2011. His previous leadership roles at the Company include Vice President, Finance Lead – Hawthorne and Vice President, Corporate Controller.

In connection with his appointment to interim Chief Financial Officer & Chief Accounting Officer, Mr. Scheiwer will receive an annual base salary of $550,000, a target incentive percentage of 90% under The Scotts Company LLC Executive Incentive Plan and an annual target under the Company’s Long Term Incentive Plan of $600,000. In addition, Mr. Scheiwer will be a Tier 2 Participant under the Company’s Executive Severance Plan and will be entitled to purchase up to 25 hours on Company aircraft for personal use on an annual basis.

The Company is carrying out a search process to fill the Chief Financial Officer role on a permanent basis with the help of an executive search firm that is expected to consider internal and external candidates.

A copy of the Company’s news release announcing these changes is included as Exhibit 99.1 to this Annual Report on Form 10-K and is incorporated herein by reference.

In connection with Mr. Garth’s departure on the Termination Date, 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. Garth on November 25, 2024. The Separation Agreement addresses the payments and benefits to which Mr. Garth is entitled in connection with his departure.

The Company will pay or make the following benefits available to Mr. Garth in connection with his departure that are generally consistent with the “Severance Benefits” under his Tier 1 Participation Agreement (the “Participation Agreement”) under the Company’s Executive Severance Plan pursuant to a termination without Cause: (a) pay equal to 24 months of salary, at Mr. Garth’s regular monthly base pay, payable in accordance with Scotts LLC’s standard payroll procedures; (b) in lieu of outplacement services, a lump sum payment of $30,000; (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. Garth paid as an active employee; and (d) an amount equal to two times Mr. Garth’s Target Bonus Opportunity for the fiscal year ending September 30, 2025, 50% of which is payable on the first scheduled pay date following the first anniversary of Mr. Garth’s Termination Date and 50% of which is payable on the first scheduled pay date following the second anniversary of Mr. Garth’s Termination Date, subject to Mr. Garth’s continued compliance as of the payment date with all of his post-employment obligations to the Company.

In addition to the benefits Mr. Garth is entitled to receive pursuant to the Company’s Executive Severance Plan and his Participation Agreement as summarized above, the Compensation and Organization Committee has elected to provide partial vesting for certain equity-based awards to the extent of Mr. Garth’s service, as follows:

•The 28,599 non-qualified stock options granted to Mr. Garth on February 3, 2023, the 79,982 non-qualified stock options granted to Mr. Garth on November 16, 2023 and the 14,935 non-qualified stock options granted to Mr. Garth on February 16, 2024, all of which are unvested, will vest on a prorated basis on the Termination Date based on the number of days of active service between the grant date and the Termination Date over 1,097 days and will expire on the second anniversary of the Termination Date;

•The unvested 10,940 performance units and related dividend equivalents granted to Mr. Garth on February 3, 2023 will vest on a prorated basis on February 3, 2026 based on the number of days of active service between the grant date and the Termination Date over 1,097 days with the Company confirming that the performance criteria for this award having been satisfied as of the Termination Date; and

•The unvested 27,098 performance units and related dividend equivalents granted to Mr. Garth on February 16, 2024 will vest on a prorated basis on February 16, 2027, to the extent that the underlying performance criteria have been satisfied as of that date, based on the number of days of active service between the grant date and the Termination Date over 1,097 days.

Pursuant to the terms of the applicable award agreements entered into between the Company and Mr. Garth at the time of grant, the following equity-based awards will either naturally vest and settle or forfeit based on the applicable terms and conditions, without modification:

•The 13,580 restricted stock units and related dividend equivalents granted to Mr. Garth on December 1, 2022, will fully vest and settle on December 1, 2024, to the extent not previously settled; and

•The 42,017 unvested non-qualified stock options granted to Mr. Garth on November 8, 2024, will be cancelled as of the Termination Date.

All amounts payable to Mr. Garth 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. Garth is entitled under the Separation Agreement (or any other agreement). 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 and The Scotts Company LLC Executive Retirement Plan.

The Separation Agreement, together with the Employee Confidentiality, Noncompetition, Nonsolicitation Agreement previously executed by Mr. Garth on April 12, 2023 which will continue in effect following his departure, also contains various restrictive covenants, including covenants relating to noncompetition, confidentiality, cooperation and nonsolicitation.