Form 4: Energizer Holdings Director Robert Vitale Increases Stake Through Deferred Compensation Plan

Energizer Holdings, Inc. Director Robert V. Vitale acquired 1,488 phantom stock units on June 30, 2025, as part of his deferred compensation plan, increasing his beneficial ownership to 25,671 units.

Summary

• Robert V. Vitale, a Director of Energizer Holdings, Inc. (ENR), acquired 1,488 phantom stock units.
• This acquisition occurred on June 30, 2025, at a price of $20.16 per unit.
• The phantom stock units represent a deferral of his annual retainer into the Company's Deferred Compensation Plan.
• Each phantom stock unit is the economic equivalent of one share of common stock.
• Following this transaction, Robert V. Vitale beneficially owns a total of 25,671 phantom stock units.
• The phantom stock units are payable in shares of common stock upon the termination of his service on the Company's Board of Directors.

Sentiment

Score: 7

Explanation: The transaction indicates a director's continued investment and alignment with the company's long-term performance through a routine compensation deferral, which is generally viewed positively as it aligns insider interests with shareholders.

Positives

• Director Robert V. Vitale increased his beneficial ownership in Energizer Holdings, Inc. by acquiring 1,488 phantom stock units.
• The acquisition is a result of deferring his annual retainer, indicating a continued commitment to the company's long-term performance.
• Increased insider ownership can align management interests with shareholder interests.

Future Outlook

The phantom stock units are structured to be paid out in shares of common stock upon the termination of Robert V. Vitale's service on the Company's Board of Directors, aligning his future compensation with the company's stock performance.

Management Comments

• Deferral of annual retainer credited to the Reporting Person's balance in the Energizer Stock Unit Fund of the Company's Deferred Compensation Plan in the form of additional Phantom Stock Units, each of which is the economic equivalent of one share of common stock.
• Phantom Stock Units are payable in shares of common stock upon the termination of the Reporting Person's service on the Company's Board of Directors.

Industry Context

This transaction is a standard practice for executive and director compensation, where a portion of remuneration is deferred into equity-linked instruments. It reflects a common strategy to align the interests of company leadership with long-term shareholder value, prevalent across various industries, including consumer goods.

Comparison to Industry Standards

• The use of phantom stock units as a component of director compensation is a common practice among publicly traded companies, including peers in the consumer goods sector like Procter & Gamble (PG) or Kimberly-Clark (KMB), to encourage long-term commitment and align director interests with shareholder returns.
• The deferral of an annual retainer into equity-linked compensation is a standard corporate governance mechanism, often seen in companies of similar market capitalization and industry, promoting retention and performance incentives.

Stakeholder Impact

• Shareholders: Increased alignment of a director's interests with shareholders due to increased equity-linked compensation.
• Management: Reinforces the compensation structure designed to retain and incentivize directors.

Next Steps

• The phantom stock units will be converted into shares of common stock upon the termination of Robert V. Vitale's service on the Board of Directors.

Key Dates

Recommendation

Keywords

Energizer Holdings, ENR, Form 4, Insider Transaction, Director Compensation, Phantom Stock Units, Deferred Compensation, Beneficial Ownership