Form 4: Scotts Miracle-Gro CFO Acquires Phantom Stock as Part of Compensation Plan

Mark J. Scheiwer, Executive Vice President, Chief Financial Officer, and Chief Administrative Officer of The Scotts Miracle-Gro Company, acquired 8.769 shares of phantom stock.

Summary

• Mark J. Scheiwer, EVP, CFO & CAO of The Scotts Miracle-Gro Company (SMG), acquired 8.769 shares of phantom stock.
• The transaction occurred on June 26, 2025, with the filing dated June 30, 2025.
• Each share of phantom stock represents the right to receive one common share of SMG or its equivalent cash value.
• The acquisition price per phantom stock share was $64.86.
• Following this transaction, Mr. Scheiwer beneficially owns a total of 1,046.907 shares of phantom stock.
• Phantom stock is payable in cash upon the termination of the reporting person's employment with the Issuer.
• The reporting person retains the ability to transfer their phantom stock into an alternative investment at any time.

Sentiment

Score: 7

Explanation: The acquisition of phantom stock by a key executive is generally viewed as a neutral to slightly positive event, indicating continued alignment of management interests with the company's performance.

Positives

• The acquisition of phantom stock by a key executive like the CFO aligns management's interests with long-term shareholder value, as the value of phantom stock is directly tied to the company's common shares.
• The flexibility for the reporting person to transfer phantom stock into an alternative investment provides a degree of control over their compensation structure.

Future Outlook

The phantom stock acquired by the executive is structured to be payable in cash upon the termination of employment, providing a future compensation component. The executive also has the flexibility to transfer the phantom stock into an alternative investment at any time.

Industry Context

This Form 4 filing details a routine insider transaction related to executive compensation. Such transactions are common across publicly traded companies as part of their long-term incentive plans to retain and motivate key management personnel. It does not directly reflect broader industry trends but rather specific corporate governance and compensation practices.

Comparison to Industry Standards

• Phantom stock plans are a common form of long-term incentive compensation for executives across various industries, including consumer goods and agriculture, aligning executive interests with long-term shareholder value.
• This type of compensation is widely used by companies like Procter & Gamble, PepsiCo, and other large corporations to retain talent and incentivize performance without immediate dilution from common stock issuance.

Related Party Transactions

• The acquisition of phantom stock by Mark J. Scheiwer, an executive officer, from The Scotts Miracle-Gro Company constitutes a related party transaction, as it involves compensation arrangements between the company and its management.

Stakeholder Impact

• Shareholders benefit from the transparency of executive compensation arrangements and the alignment of executive interests with the company's long-term performance through equity-linked incentives like phantom stock.
• Employees, particularly executives, are impacted by the structure of their long-term incentive compensation, which includes phantom stock, influencing their financial planning and retention.

Next Steps

• Phantom stock will be payable in cash following the termination of the reporting person's employment with the Issuer.
• The reporting person may transfer their phantom stock into an alternative investment at any time.

Key Dates

Keywords

Scotts Miracle-Gro, SMG, Phantom Stock, Executive Compensation, Insider Transaction, Form 4, Mark J. Scheiwer, Corporate Governance