The Scotts Miracle-Gro Company has disclosed the terms of a separation agreement with former Executive Vice President & Chief Strategy Officer Christopher J. Hagedorn. The filing details the compensation and benefits Mr. Hagedorn will receive following his departure.
Mr. Hagedorn’s employment with the company ended on September 30, 2026. On October 13, 2026, The Scotts Company LLC, a subsidiary of the registrant, executed a Separation Agreement and Release of All Claims with Mr. Hagedorn. The agreement provides severance benefits consistent with a termination without Cause under his Executive Severance Plan.
The separation package includes:
- Severance Pay: 24 months of salary, payable according to standard payroll procedures.
- Outplacement Services: Available for the earlier of 12 months or until Mr. Hagedorn accepts new employment.
- Benefits Offset: A payment for a 24-month period covering the excess of COBRA premiums over what Mr. Hagedorn paid as an active employee.
- Bonus Amount: Equal to 2.0 times his Target Bonus Opportunity as of the Termination Date. This amount is split into two equal payments: the first following the first anniversary of the Termination Date and the second following the second anniversary, contingent upon continued compliance with post-employment obligations.
In addition to the separation benefits, Mr. Hagedorn is eligible for an incentive payout under the Executive Incentive Plan for the fiscal year ended September 30, 2026. This payout, scheduled for November 2026, is calculated based on his target bonus amount through the Termination Date, multiplied by the actual performance results for fiscal year 2026 and adjusted by a discretionary personal performance factor.
The filing also details the status of Mr. Hagedorn’s equity awards. Performance units granted on February 16, 2024, totaling 16,239 units, will vest and settle on February 16, 2027, subject to performance criteria. Non-qualified stock options granted on November 16, 2023, totaling 57,033 units, vested in full on the Termination Date and will expire 180 days thereafter. Conversely, unvested stock options granted on November 8, 2024, January 31, 2025, and January 30, 2026, as well as unvested performance units granted on January 31, 2025, and January 30, 2026, all forfeited on the Termination Date.
The Separation Agreement includes standard restrictive covenants regarding noncompetition, confidentiality, cooperation, and nonsolicitation, which remain in effect following Mr. Hagedorn’s departure.
