SMG DEF 14A Report ended Jan. 27, 2020

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Leadership Experience — Directors who have significant leadership experience in major organizations over an extended period of time, such as corporate or governmental senior executives, provide the Company with valuable insights gained through years of managing complex organizations. These individuals understand both the day-to-day operational responsibilities that senior management handles and the role directors play in overseeing the affairs of large organizations. Almost every current director has significant experience leading complex organizations.

•	Marketing — Directors with experience understanding consumers’ desires and preferences and the rapidly changing ways in which consumers — young and old alike — receive information, as well as form and convey those preferences, deliver valuable marketing insights that can benefit the Company’s performance, especially as consumers shift to non-traditional media and formats.

•	Retail Experience — Directors with significant experience in the retail industry bring valuable insights that can assist the Company in managing its relationships with its largest retail customers. In addition, directors with experience and insight on traditional and developing routes to the consumer can help the Company excel.

•	Innovation and Technology Experience — Directors with innovation and technology experience add significant value to the Board, especially in light of the Company’s continued focus on driving innovation in product development and design, communications, and business operations.

•	Financial Experience — Directors with an understanding of accounting, finance and financial reporting processes, particularly as they relate to a large, complex business, are critical to the Company. Accurate financial reporting is a cornerstone of the Company’s success, and directors with financial expertise help provide effective oversight of the Company’s financial measures and processes.

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•	Consumer Industry Experience — Directors with experience identifying and developing products that are desirable to consumers in an evolving marketplace and in emerging product categories, including the hydroponic and indoor growing space, bring valuable skills that can positively impact the Company’s performance.

•	International Experience — Directors with experience in markets outside the United States bring valuable knowledge to the Company as it operates in foreign markets and in an economy that is increasingly global.

•	has the ability to call meetings of independent and/or non-employee directors;

•	presides at meetings of non-employee and/or independent directors;

•	consults with the Chairman of the Board and CEO with respect to appropriate agenda items for meetings of the Board;

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•	serves as a liaison between the Chairman of the Board and the independent directors;

•	has the ability, in consultation with the Vice Chair, to approve the retention of outside advisors and consultants who report directly to the Board on critical issues;

•	has the ability to approve the retention of outside advisors and consultants who report directly to the independent directors of the Board on critical issues, as needed or deemed appropriate;

•	can be contacted directly by shareholders; and

•	performs such other duties as the Board may delegate to him from time to time.

•	presides at meetings of the Board in the Chairman of the Board’s absence;

•	presides at meetings of the shareholders in the Chairman of the Board’s absence;

•	has the ability, in consultation with the Lead Independent Director, to approve the retention of outside advisors and consultants who report directly to the Board on critical issues; and

•	performs such other duties as the Board may delegate to her from time to time.

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•	100% of the value of Common Shares directly registered to the director and/or held in a brokerage account;

•	60% of the “in-the-money” portion of any non-qualified stock option (“NSO”), whether vested or unvested; and

•	60% of the value of unsettled full-value awards ( e.g., DSUs and RSUs), whether vested or unvested.

(1)

Reflects the cash-based retainer earned for services rendered during the 2019 fiscal year , paid at a rate of $25,000 per quarter. With respect to Mr. Finn, Mr. Johnson and Mr. Shumlin, consistent with their elections to defer the cash-based retainer, the amount reported includes a total of $100,000, $25,000 and $100,000 respectively, in cash fees from October 1, 2018 through September 30, 2019 that were deferred and awarded in the form of fully vested DSUs on October 1, 2018, February 4, 2019, April 1, 2019 and July 1, 2019 . With respect to Mr. Hanft, consistent with his election to defer a portion of his cash-based retainer for the 2018 calendar year, the amount reported includes a total of $12,500 in cash fees from October 1, 2018 through December 31, 2018.

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(2)

In addition to the cash-based retainer and RSUs granted to Mr. Hanft for his service on the Board, he earned an additional $900,000 in cash-based consulting fees and received a grant of $400,072 in RSUs for the provision of strategic marketing consulting services to the Company. The grant date fair value of the RSUs was determined using the value of the underlying Common Shares on the date of grant, February 4, 2019 , and was calculated in accordance with the equity compensation accounting provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, Compensation — Stock Compensation (“Topic 718”), without respect to forfeiture assumptions.

(3)	In addition to the cash-based retainer and RSUs granted to Mr. Hargreaves for his service on the Board, entities owned or controlled by Mr. Hargreaves received real estate related lease payments during the 2019 fiscal year from a subsidiary of the Company in the aggregate amount of $1,174,284. The RSUs granted to Mr. Hargreaves were forfeited upon his departure from the Board.

(4)	With respect to General Vines, reflects an additional cash-based retainer of $15,000 for his service as the Company’s Lead Independent Director during the 2019 fiscal year .

(5)	Reflects the aggregate grant date fair value of RSUs granted during the 2019 fiscal year . The grant date fair value of each RSU was determined using the value of the underlying Common Shares on the date of grant, February 4, 2019 , and was calculated in accordance with the equity compensation accounting provisions of FASB ASC Topic 718 , without respect to forfeiture assumptions.

(6)	The aggregate number of Common Shares subject to RSUs and related dividend equivalents (including both vested and unvested) and vested DSUs and related dividend equivalents outstanding as of September 30, 2019 was as follows:

(7)	Reflects an additional grant of $35,000 in RSUs for General Vines’ service as the Company’s Lead Independent Director during the 2019 fiscal year .

(8)	Mr. McCann informed the Company and the Board that he will not stand for re-election following the expiration of his term as a Class I director at the Annual Meeting.

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•	About 75% of the annual total direct compensation opportunity for our CEO, and an average of 65% of the annual total direct compensation opportunity for our other NEOs is tied directly to both short-term and long-term financial performance or long-term share price performance, directly aligning the interests of the NEOs with our shareholders.

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•	Our annual incentive compensation program is structured to reward increased cash flow and profitability growth to drive long-term value creation and includes a qualitative factor to emphasize the importance of demonstrated leadership attributes, because we believe effective leadership is as important to the long-term success of the Company as delivering on financial results.

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Our annual incentive compensation program includes a funding trigger, tied to compliance with our credit facility, to discourage short-term decisions by our NEOs that may not be in the best interests of the Company or its shareholders. The funding trigger is intended to promote compliance with our credit facility by requiring compliance with certain debt covenants. Our failure to meet the funding trigger would result in a forfeiture of the annual incentive awards.

•	The target performance level for the 2019 fiscal year annual incentive plan was set based on an expectation that the Company would deliver 20% profitability growth (3% excluding impact of acquisitions) and $285.0 million of net cash provided by operating activities, reduced by investments in property, plant and equipment (“Non-GAAP Free Cash Flow”).

•

Our consolidated adjusted earnings before interest, taxes and amortization (“Non-GAAP Adjusted EBITA”), which was weighted at 60% under the annual incentive plan for the 2019 fiscal year , increased by 20% compared to the prior year, coming in just above the target performance goal. In addition, the Company delivered $329.5 million in Non-GAAP Free Cash Flow, weighted at 40% under the annual incentive plan for the 2019 fiscal year , which was approximately 15% above the target performance goal.

*

Plan results are derived from financial measures that are not calculated in accordance with the U.S. generally accepted accounting principles (“GAAP”). A reconciliation of the non-GAAP measures to the most directly comparable GAAP measures are presented further herein. There may be differences between the Company’s reported financial results and the amounts used for purposes of calculating incentive payments under the annual incentive compensation program since the calculations reflect currency translation based on budgeted, rather than actual, exchange rates and other adjustments the Compensation Committee may make based on individual facts and circumstances.

•	Performance-Based Pay : Performance should be the primary driver of compensation decisions. Consistent with this philosophy, about 75 % of the annual total direct compensation opportunity for our CEO, and an average of 65 % of the annual total direct compensation opportunity for our other NEOs , is delivered in the form of variable pay tied to financial and/or share price performance.

•	No Employment Agreements : The Company does not maintain employment agreements with any of the NEOs . Severance benefits for our CEO are provided under a separate severance agreement, and severance benefits for all other NEOs are provided under an executive severance plan.

•	Limited Executive Perquisites : The Company does not offer certain cash-based executive perquisites, such as car allowances and financial planning services.

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•	Double-Trigger Change in Control Provisions : Our plans include “double-trigger” change in control provisions, which provide for vesting upon involuntary termination of employment within 24 months after a change in control if equity-based awards are assumed or substituted in the transaction or if equity-based awards otherwise continue in effect after the transaction.

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Clawback Provisions : All of our equity-based awards and annual incentive awards include provisions designed to recoup such awards for violation of non-compete covenants or other post-employment obligations to the Company, or otherwise engaging in certain conduct that is detrimental to the Company. In addition, our Executive Compensation Recovery Policy allows the Company to recover annual incentive award payments and equity award distributions in the event of a required accounting restatement due to material non-compliance with any applicable financial reporting requirement.

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Stock Ownership Guidelines : We require our NEOs to meet stock ownership guidelines. Our stock ownership guidelines are designed to align the interests of each NEO with the long-term interests of the shareholders by ensuring that a material amount of each NEO’s accumulated wealth is maintained in the form of Common Shares. The ownership guidelines, which are competitive with the guidelines maintained by our Compensation Peer Group, are: 10 times base salary for the CEO, 5 times base salary for the COO and 3 times base salary for all other NEOs .

•	No Repricing or Backdating: We do not reprice underwater stock options or backdate options.

•	No Excess Benefit Retirement Plan : Our excess benefit plan was frozen effective December 31, 1997, and the only NEO who was enrolled in this plan before it was frozen is our CEO.

•	Independent Consultants : Our Compensation Committee engages an independent consultant to advise with respect to executive compensation levels and practices. The consultant provides no services to management and had no prior relationship with any of our NEOs .

•	Anti-Hedging Policy : Our Insider Trading Policy prohibits all Company employees, including our NEOs , and members of the Board, from engaging in certain hedging transactions relating to Company securities held by them, including short sales, the purchase of puts, calls or listed options and hedging transactions such as prepaid variable forwards, equity swaps, caps, collars and exchange funds.

•	Align our executives’ interests with the long-term interests of our shareholders;

•	Performance should be the primary driver of compensation decisions;

•	Place greater emphasis on variable pay versus fixed pay; and

•

In setting total compensation levels, we consider the competitive market range for similar executive roles. We generally view the competitive market range as the pay range between the 25th percentile and the 75th percentile of the Compensation Peer Group (the “Competitive Market Range”). While we seek to position total compensation levels within the Competitive Market Range as a general rule, we recognize that the performance and unique skill sets of our NEOs ultimately drive our compensation decisions.

•	Attracting, retaining and motivating high-caliber leadership;

•	Linking compensation to Company, functional and individual achievements;

•	Emphasizing pay-for-performance to motivate both short-term and long-term performance for the benefit of shareholders; and

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•	Providing the opportunity for meaningful wealth accumulation over time, tied directly to shareholder value creation.

•	The relative degree of organizational impact and influence of the role (what we refer to as “role-based pay”);

•	The executive’s capability, experience and skill level; and

•	The overall level of personal performance and expected contribution to our business’s future success.

•	Base salary;

•	Annual cash incentive compensation;

•	Long-term equity-based incentive awards;

•	Executive perquisites and other benefits; and

•	Retirement plans and deferred compensation benefits.

•	Non-GAAP Adjusted EBITA — This measure is calculated as net income attributable to controlling interest before interest, taxes, amortization expense within selling, general and administrative expenses, other non-operating expense, equity in income of unconsolidated affiliates, charges or credits related to impairments, restructurings,

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•	Non-GAAP Free Cash Flow — This measure is calculated as net cash provided by operating activities reduced by investments in property, plant and equipment and further adjusted to exclude discontinued operations, impairment, restructuring and other one-time charges, subject to further adjustments by the Compensation Committee based on individual facts and circumstances.

*

The Compensation Committee believes that the performance metrics should not be influenced by currency fluctuations and, therefore, where applicable, the EIP metrics reflect currency translation based on budgeted exchange rates, which is in contrast to actual exchange rates employed for currency conversions used for GAAP reporting. In addition, the Compensation Committee exercises its discretion to adjust the amounts used for purposes of calculating incentive payouts under the EIP based on individual facts and circumstances. As a result, there could be a difference between the Company’s reported financial results and the amounts shown in this Proxy Statement. Reconciliations of Non-GAAP Adjusted EBITA and Non-GAAP Free Cash Flow to the most directly comparable GAAP measures are presented in the following tables:

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•	Delivering Non-GAAP Adjusted EBITA growth of approximately 20%;

•	Growing non-GAAP Adjusted EBIT margin to approximately 18%;

•	Increasing non-GAAP annual free cash flows by approximately 200% versus historic levels;

•	Generating Total Shareholder Return (TSR) in low double digits; and

•	Growing Enterprise Value by approximately 20%.

•	Further strengthen the alignment of management and shareholder interests;

•	Align management’s decision-making in support of the Project Focus financial objectives; and

•	Promote the retention and continuity of the Company’s senior leadership.

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•	Front Loaded Performance Unit Award — The PFAs front-loaded approximately 3.5 times the target annual grant value at that time into a one-time performance unit award, all contingent on achieving the pre-defined financial goals for a single five-year performance period (compared to the market norm of awarding annual performance-based grants).

•	Unprecedented Performance Period — A single five-year performance period is nearly unprecedented (compared to the market norm of incorporating annual three-year rolling performance periods).

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5-Year Cliff Vesting Requirement — The PFAs are subject to a five-year cliff vesting requirement, with limited provisions for partial vesting in the event of death, disability, retirement, or an involuntary termination without Cause in the fourth or fifth year of the performance period (compared to the market norm of graduated vesting or three-year cliff vesting). The approach essentially required participants to commit five years to the Company and vice-versa, and supports the Company’s goal to promote retention and continuity.

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Robust Performance Goals — The Compensation Committee believes in establishing robust performance goals to motivate and reward long-term performance that leads to transformational change in support of creating increased shareholder value. To that end, the performance goals were established at a level that will award a maximum payout under the plan only if the Company realizes a cumulative five-year Non-GAAP Free Cash Flow level ($1.5 billion) that is nearly double the average cumulative Non-GAAP Free Cash Flow level ($800 million) realized over each of the rolling five-year periods from 2000 to 2016.

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Hybrid Plan Incorporates Service-Based RSUs to Promote Retention — Separate from the PFAs, participants also receive a grant of service-based RSUs equivalent to .5x their applicable target annual grant value to promote retention and continuity, and it is expected that participants will continue to receive similar annual RSU awards over the balance of the five-year period. The RSUs are subject to a three-year cliff vesting requirement, consistent with the Company’s historical practice for service-based awards.

•	Cumulative Non-GAAP Free Cash Flow (67% weighting) — Net cash provided by operating activities reduced by investments in property, plant and equipment accumulated over the PFA Performance Period; and

•	Calculated Investor Return (33% weighting) — Percentage of Non-GAAP Adjusted Diluted EPS growth plus Dividend Yield, calculated annually for the PFA Performance Period. To mitigate the risk of using a single point-to-

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•	Non-GAAP Adjusted Diluted EPS growth is derived from Non-GAAP adjusted income (loss) per Common Share from continuing operations and subject to discretionary adjustments that the Compensation Committee may make based on individual facts and circumstances.

•	Dividend Yield is the annual dividend per share divided by the average of the closing share price for each quarter.

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*	Litigation settlements, tax impact on divestiture of the TruGreen investment and impact of divestitures are included in operating activities for purposes of GAAP; however, for management incentive purposes have been adjusted to reflect the results of the business on an ongoing basis and are consistent with the original plan design.

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Cultural Impacts — We are positively impacting the culture of our Company by expanding the focus on and depth of understanding of cash flow management and working capital principles well beyond the Treasury function. From the mid-level managers who participate in our annual incentive plans to our most senior business leaders who derive much of their compensation through long-term equity-based awards, our focus on driving sustainable cash flow improvements has led to better analytics and positively influenced the culture as it relates to a fundamental shift to a long-term view of cash flow generation. The focus of our people has moved beyond the short-term gains derived from working capital management.

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Financial Impacts — The fundamental cultural changes have been instrumental in driving improved cash flow results. For the first three years of the PFA Performance Period (the 2017, 2018 and 2019 fiscal years), our average Non-GAAP Free Cash Flow was $305 million, compared to our historical average of $160 million over the 10+ years prior to implementing the PFAs, and the bar has been raised to increase this improvement in the years to come.

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Acceleration of Portfolio Changes — Since announcing Project Focus, the Company has successfully restructured its portfolio through the divestiture of its service business and the international consumer business and made significant acquisitions in the Hawthorne segment that we believe will drive strong future growth, and have moved rapidly to integrate these acquisitions into the Company to capitalize on the planned synergies.

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•	Compensation Deferral, which allows continued deferral of up to 75% of salary and amounts received in lieu of salary;

•	Performance Award Deferral, which allows the deferral of up to 100% of any cash incentive compensation earned under the EIP;

•	Retention Awards, which reflect the Company’s contribution to the ERP for retention awards;

•	Supplemental Retirement Awards, which reflect Company directed contributions to the ERP, subject to the approval of the Compensation Committee; and

•	Crediting of Company matching contributions on qualifying deferrals.

•	Mr. Hagedorn received an annualized SRA contribution of $1.0 million (payable in monthly installments of $83,333), awarded in January 2014 in connection with the negotiation of the severance agreement Scotts LLC entered into with Mr. Hagedorn on December 11, 2013 (the “Hagedorn Severance Agreement”).

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•	Mr. Coleman received an annualized SRA contribution of $187,500 (payable in monthly installments of $15,625), awarded in January 2019 as part of an overall increase in the value of his compensation package.

•	Mr. Lukemire received an annualized SRA contribution of $300,000 (payable in monthly installments of $25,000), awarded in January 2019 as part of an overall increase in the value of his compensation package.

•	Ms. Stump received an annualized SRA contribution of $310,000 (payable in monthly installments of $25,833), awarded in May 2018 in conjunction with the approval of the Stump Retention Agreement, which is described in more detail below.

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(1)	Other Compensation reflects the annualized values of the SRA Contributions, applicable to each NEO, as noted in the section captioned “Elements of Executive Compensation — Retirement Plans and Deferred Compensation Benefits (long-term compensation element). ”

(2)	TDC reflects the annualized total direct compensation opportunity at target, based on pay changes approved by the Committee in January 2019, and does not necessarily tie to the actual compensation earned in the 2019 fiscal year as reported in the Summary Compensation Table.

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•	100% of the value of Common Shares directly registered to the NEO and/or held in a brokerage account;

•	100% of the value of shares or stock-settled units held in retirement plans such as the RSP, the Discounted Stock Purchase Plan or the ERP;

•	60% of the “in-the-money” portion of an NSO, whether vested or unvested; and

•	60% of the value of unsettled full-value awards ( e.g., RSUs, PUs, PFAs, etc.).

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Annual cash incentive compensation plans — The Company’s annual incentive compensation program incorporates a funding trigger that conditions payout on meeting the debt covenants in the Company’s credit facility. This trigger is designed to mitigate the potential risk associated with plan participants making short-term decisions that may not be in the best interests of the Company or its shareholders.

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Equity-based compensation plans — The Company generally utilizes a mix of performance-based and service-based equity awards, which helps ensure that management maintains a responsible level of sensitivity to the impact of decision-making on share price. Since the equity-based awards are generally subject to either three-year or longer time-based cliff vesting or performance-based vesting criteria (five-year vesting in the case of the PFAs), the Company believes the risks of focusing on short-term share price increases rather than long-term value creation are mitigated. In addition, the use of a similar cash flow metric in both the annual compensation program and the PFAs awarded under the Long-Term Incentive Plan is intended to mitigate the risk of short-term decisions that are not in the long-term interests of our shareholders.

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•	James Hagedorn , the Company’s Chief Executive Officer and Chairman of the Board;

•	Thomas R. Coleman , the Company’s Executive Vice President and Chief Financial Officer;

•	Michael C. Lukemire , the Company’s President and Chief Operating Officer;

•	Denise S. Stump , the Company’s Executive Vice President, Global Human Resources and Chief Ethics Officer; and

•	Ivan C. Smith , the Company’s Executive Vice President, General Counsel, Corporate Secretary and Chief Compliance Officer.

(1)	Reflects the amount of base salary received by each NEO for the applicable fiscal years. Due to the timing of pay changes, the amount reported may be less than the base salary rate as of the end of each fiscal year.

(2)

With respect to the 2019 and 2018 fiscal years, reflects the aggregate grant date fair value of service-based RSUs. With respect to the 2017 fiscal year, reflects the aggregate grant date fair value of service-based RSUs and the front-loaded performance-based PFAs granted to each NEO (assuming the underlying performance criteria applicable to the PFAs will be achieved at the target level of performance).

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(3)	No NSOs were granted to any of the NEOs during the 2019, 2018 or 2017 fiscal years.

(4)	Reflects the EIP payouts awarded to the NEOs by the Compensation Committee for the applicable fiscal year, calculated pursuant to the terms of the EIP. For the 2019 fiscal year , the amounts reported reflect the 134.4% payout for exceeding the predefined performance goals, as well as the application of the individual discretionary PPF for each NEO.

(5)

Participant account balances in the ERP are credited to one or more benchmark funds that are substantially consistent with the investment options available under the RSP. Accordingly, there are no above-market or preferential earnings on amounts deferred under the ERP. The Associates’ Pension Plan and the Excess Pension Plan were frozen as of December 31, 1997; therefore, no service credits have been earned since that date by Mr. Hagedorn or Mr. Lukemire. No other NEOs were eligible for either the Associates’ Pension Plan or the Excess Pension Plan. For additional information, see the table below captioned “Pension Benefits at 2019 Fiscal Year-End.”

(6)

Reflects the actuarial present value of accumulated benefit for the respective fiscal year under both the Associates’ Pension Plan and the Excess Pension Plan for Mr. Hagedorn and under the Associates’ Pension Plan for Mr. Lukemire. With respect to the 2018 and 2017 fiscal years, the accumulated benefit decreased for both Mr. Hagedorn ($12,107 in the 2018 fiscal year and $10,576 in the 2017 fiscal year) and Mr. Lukemire ($1,109 in the 2018 fiscal year and $922 in the 2017 fiscal year); however, based on applicable SEC guidance, amounts reported in this table cannot be negative.

(7)	Please see the table below captioned “All Other Compensation” for information regarding the components of the “All Other Compensation” column.

(8)

The design of the PFAs awarded to the NEOs in the 2017 fiscal year pulled forward a portion of the grant value that likely would have been provided to each of the NEOs over the five-year PFA Performance Period with the expectation that future award values would be greatly reduced compared to prior annual grant levels. As a result, the total annual compensation reported in the Summary Compensation Table for the NEOs will appear to be unusually high in the 2017 fiscal year (the first year the PFAs were awarded) compared to the 2018 to 2021 fiscal years.

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(1)	Reflects Company matching contributions made under the RSP at the applicable Company matching rate. Additional details about the Company matching formula can be found in the “Elements of Executive Compensation — Retirement Plans and Deferred Compensation Benefits (long-term compensation element) — Executive Retirement Plan” within the CD&A .

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(2)

Reflects Company matching contributions to the ERP at the applicable company matching rate. Company matching contributions to the ERP for a particular calendar year are not allocated until the first quarter of the subsequent calendar year. As a result, amounts reflected in this column do not include the following estimated Company matching contributions with respect to NEO contributions that were made to the ERP between January 1, 2019 and September 30, 2019: Mr. Hagedorn, $40,654; Mr. Coleman, $18,497; Mr. Lukemire, $19,500; Ms. Stump, $15,610; and Mr. Smith, $12,899. Additional details with respect to non-qualified deferred compensation provided for under the ERP are shown in the table captioned “Non-Qualified Deferred Compensation for 2019 Fiscal Year” and the accompanying narrative.

(3)	Reflects Company matching contributions and discretionary SRA contributions made to the ERP with respect to each NEO during the 2019 fiscal year as follows:

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(1)

The RSU awards were approved by the Compensation Committee on January 22, 2019 with a grant date of February 4, 2019 . The grant date was established in accordance with the Company’s grant date protocol establishing an effective date for all annual long-term incentives as the third trading day following the first quarter earnings release. A detailed description of the RSU awards granted to our NEOs during the 2019 fiscal year is provided in the section captioned “Elements of Executive Compensation — Long-Term Equity-Based Incentive Awards (long-term compensation element) ” within the CD&A .

(2)

These amounts reflect the threshold (50%), target (100%) and maximum (250%) incentive award payouts that each NEO was eligible to receive based on performance goals set pursuant to the EIP for the 2019 fiscal year , subject in each case to any PPF ultimately applied to each NEO’s calculated annual cash incentive payout amount. The target payout amount shown for the EIP reflects the pro-rated impact of base pay changes and/or incentive target changes during the 2019 fiscal year , as applicable. A detailed description of the performance goals and potential incentive award payouts under the EIP is provided in the section captioned “Elements of Executive Compensation — Annual Cash Incentive Compensation (short-term compensation element) ” within the CD&A .

(3)	No performance-based equity grants were made to our NEOs under the Long-Term Incentive Plan for the 2019 fiscal year .

(4)	The grant date fair value of each RSU was determined using the value of the underlying Common Shares on the date of grant, February 4, 2019 , and was calculated in accordance with the equity compensation accounting provisions of FASB ASC Topic 718 , without respect to forfeiture assumptions. The service-based RSUs are subject to a three-year cliff vesting requirement.

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(1)	All of the NSOs shown in these two columns have a normal vesting date that is the third anniversary of the grant date shown in the column captioned “Grant Date.”

(2)	Each NSO was granted with an exercise price equal to the closing price of one Common Share on NYSE on the date of grant.

(3)	This column shows the aggregate number of RSUs outstanding as of September 30, 2019 . The normal vesting date for each award based on the listed grant date is as follows:

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(4)	Reflects the market value of unvested RSUs, computed by multiplying the closing price of our Common Shares on September 30, 2019 of $101.82 by the number of Common Shares underlying such unvested RSUs.

(5)	This column shows the aggregate number of Common Shares underlying the PFAs outstanding as of September 30, 2019, which will vest on January 30, 2022, the five-year anniversary of the grant date, subject to achieving the performance criteria at the end of the PFA Performance Period and continued service through the vesting date.

(6)

The number of Common Shares and payout value shown with respect to the outstanding PFAs reflect the probable payout based on accounting assumptions approximating a 200% payout as of September 30, 2019 and do not necessarily reflect the actual number of Common Shares and market value of the PFAs that may be paid out at the end of the PFA Performance Period. Provided the applicable performance criteria and service-based conditions are satisfied, the PFAs will be paid out on January 30, 2022. The table below provides a comparison of target shares granted to the number of shares reflected in the table above:

(7)	Reflects the market value of unvested PFAs, based on the closing stock price on September 30, 2019 of $101.82 .

(1)	The value realized on exercise of NSOs is calculated based on the excess of the closing price of one Common Share on NYSE on the date of exercise over the exercise price of the NSO, multiplied by the number of Common Shares acquired upon exercise.

(2)	Reflects the number of shares received in connection with the performance units (“ PUs ”) granted on January 29, 2016 that vested and settled on January 29, 2019, based on achieving the applicable performance criteria.

(3)	The value realized on the settlement of PUs described above is calculated by multiplying the number of Common Shares underlying the vested shares or units by the closing price of one Common Share on NYSE on the applicable settlement date.

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(1)	The number of years of credited service shown for each participant is the service earned under the respective plan.

(2)	Assumptions used in the calculation of these amounts are included in Note 10 to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the 2019 fiscal year .

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(1)	These amounts reflect the NEOs ’ contributions to the ERP during the 2019 fiscal year which are also included in the numbers reported in the Summary Compensation Table.

(2)

These Company contributions to the ERP are also included in the “Deferred Compensation Plans” column of the “All Other Compensation” table. Company matching contributions to the ERP for a particular calendar year are not allocated until the first quarter of the subsequent calendar year. As a result, amounts reflected in this column do not include the following estimated Company matching contributions with respect to the NEO contributions to the ERP between January 1, 2019 and September 30, 2019: Mr. Hagedorn, $40,564; Mr. Coleman, $18,497; Mr. Lukemire, $19,500; Ms. Stump, $15,610; and Mr. Smith, $12,899.

(3)	Reflects Company matching contributions and SRA contributions made during 2019 fiscal year to the ERP to each NEO as follows:

(4)

Represents aggregate earnings for the 2019 fiscal year allocated to each NEO’s account in accordance with the ERP. Under the terms of the ERP, each participant has the right to elect investment funds against which amounts allocated to such participant’s account under the ERP will be benchmarked. The investment funds include a Company stock fund and mutual funds that are substantially consistent with the investment options available under the RSP. Because there are no preferential earnings, these amounts are not reflected in the Summary Compensation Table.

(5)	Includes amounts previously reported as compensation to the NEOs in the Summary Compensation Table for the 2018 and 2017 fiscal years as follows: (a) Mr. Hagedorn, $2,174,985; (b) Mr. Coleman, $142,519; (c) Mr. Lukemire, $71,854; (d) Ms. Stump, $348,196; and (e) Mr. Smith, $87,239. The aggregate balances shown for each of the NEOs is fully vested.

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•	The annual total compensation of our median employee, excluding the CEO, was $53,177;

•	The annual total compensation of our CEO, as reported in the Summary Compensation Table on page 40 of this Proxy Statement, was $7,922,384; and

•	The ratio of the annual total compensation of our CEO to the annual total compensation of our median employee, excluding the CEO, was 149 to 1.

•	We selected September 30, 2019 as the date on which we would identify our employee population and median employee. We included all employees, whether employed on a full-time, part-time, temporary or seasonal basis or located within or outside of the United States. The identified population consisted of 5,563 employees.

•	In accordance with the SEC’s de minimis exemption, which allows us to exclude non-U.S. based employees if the non-U.S. based employees comprised less than 5% of our total employees, we excluded 90 non-U.S. based employees, including 34 in China, 1 in the U.K and 55 in the Netherlands, as they represent less than 2% of our total employee population.

•	To identify our median employee, we used annualized calendar year-to-date gross wages for 2019 plus target cash incentive. We consistently applied this compensation measure and methodology to all of our employees included in the calculation. For employees working outside of the United States, we converted wages to U.S. dollars using 2019 fiscal year budgeted exchange rates.

•	Applying the methodology described above, we determined that our median employee for the 2019 fiscal year was a packaging operator located in the United States.

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•	a continuation of base salary, in accordance with the Company’s normal payroll practices, for a period of 24 months after the date of termination (the “Severance Period”);

•	a bonus amount equal to two times the target bonus opportunity for the year in which the termination occurs that is payable in two equal installments on the first and second anniversary of termination, subject to the Participant’s continued compliance with any post-employment obligations to the Company; and

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•	for a period of 24 months, an amount equal to the excess of the then-COBRA premium charged by the Company to terminated employees, over the premium charged to participants for the benefits in which they were enrolled at the effective date of termination (the “Benefits Offset Payment”).

•	Continuation of base salary, in accordance with the Company’s normal payroll practices, for a period of 24 months;

•	A bonus multiple of two times the target bonus opportunity for the plan year in which the termination occurs, to be paid in two equal installments on the first and second anniversary of the termination effective date; and

•	A monthly payment equal to the excess of the then COBRA premium charged by the Company to terminated employees over the premium charged to active employees, for a period of up to 24 months.

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*	The Stump Retention Agreement provides for certain payments to Ms. Stump in the event of termination due to Disability or Retirement as described above.

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•	If awards are assumed, substituted or continued: Following an involuntary termination, without Cause, within 24 months after a change in control of the Company, any conditions on the employee’s rights under, or any restrictions on transfer or exercisability applicable to each replaced or continued award, will be waived or lapse as of the date of termination ( i.e. “double trigger”),

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•	If awards are not substituted or continued:

◦

NSOs: Subsequent to the change in control (a) outstanding NSOs will be cancelled and the applicable NEO will receive cash in the amount of, or Common Shares having a fair value equal to, the difference between the change in control price per Common Share and the exercise price per Common Share associated with the cancelled NSO, or (b) the NEO exercises, with the permission of the Compensation Committee, the NEO’s outstanding NSOs within 15 days of the date of the change in control.

◦

RSUs: Subsequent to the change in control, RSUs will vest in full and all restrictions relating to such awards will lapse. The vested awards will be distributed in (i) a single lump sum cash payment within 30 days following such change in control based on the change in control price, or (ii) at the Compensation Committee’s discretion, in the form of whole Common Shares of the Company or shares of any successor company.

◦

PUs: Subsequent to the change in control, all service-based vesting criteria will be deemed to be satisfied and performance goals associated with outstanding awards will be deemed to have been met on the date of the change in control (as specified in the applicable award agreement), all performance periods will be accelerated to the date of the change in control and all outstanding awards will be distributed in a single lump sum cash payment within 30 days following such change in control based on the change in control price.

◦

PFAs: In the event a change in control is triggered by a non-Hagedorn family third-party transaction, all service-based vesting criteria will be deemed to be satisfied and performance goals associated with outstanding awards will be determined based on actual performance as of the most recently completed fiscal year prior to the change in control, plus target performance for the remaining years of the performance period. The number of performance units achieved will be deemed to be fully vested and all earned awards will be distributed in a single lump sum cash payment within 30 days following such change in control based on the change in control price.

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(1)	Assumes all unvested RSUs will be assumed or substituted in connection with the change in control.

(2)	Equity valuations are based on the $101.82 closing price of Common Shares on September 30, 2019 .

(3)	Lump sum payment of cash severance benefit in an amount equal to three times the EIP payout for the 2019 fiscal year , the highest annual bonus paid in any of the three preceding years.

(4)	Since Mr. Hagedorn is retirement eligible, all RSUs are subject to immediate vesting upon termination for any reason other than for Cause. The vested RSUs are generally settled on the third anniversary of the grant date.

(5)	Since Mr. Hagedorn is retirement eligible, all deferred dividend equivalents associated with the unvested RSUs are subject to immediate vesting upon termination for any reason other than for Cause. The vested dividend equivalents are generally settled on the third anniversary of the grant date.

(6)	Since Mr. Hagedorn is retirement eligible, reflects partial vesting of unvested PFAs, which are paid out at the end of the performance period to the extent the pre-defined performance criteria is achieved (reflects the probable payout based on accounting assumptions as of September 30, 2019 ).

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(7)	Since Mr. Hagedorn is retirement eligible, reflects partial vesting of the deferred dividend equivalents associated with unvested PFAs, which are paid out at the end of the performance period to the extent the pre-defined performance criteria is achieved (reflects the probable payout based on account assumptions as of September 30, 2019 ).

(8)

Reflects immediate vesting and settlement of all unvested PFAs assuming the change in control is a result of a non-Hagedorn family third-party transaction and further assuming the pre-defined performance criteria is achieved (performance is estimated as of the end of the 2019 fiscal year using actual performance through the 2019 fiscal year plus target performance for the remaining years of the performance period).

(9)	Reflects immediate vesting and settlement of all deferred dividend equivalents associated with unvested PFAs assuming the pre-defined performance criteria is achieved (performance is estimated as of the end of the 2019 fiscal year using actual performance through the 2019 fiscal year plus target performance for the remaining years of the performance period).

(10)	Lump sum payment equal to the equivalent monthly premiums to continue medical, disability and life insurance for a period of three years.

(11)	Reflects respective accrued benefits, which are fully vested as of September 30, 2019 (and are not further enhanced or accelerated as a result of the potential termination event).

(12)	Per the Hagedorn Severance Agreement, Mr. Hagedorn will receive non-compete payments totaling $3.6 million, payable in $100,000 monthly installments over the three-year period following an involuntary termination by the Company without Cause, or a voluntary termination by Mr. Hagedorn for Good Reason (subject to Mr. Hagedorn executing a Release Agreement as prescribed by the Company).

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(1)	Equity valuations are based on the $101.82 closing price of Common Shares on September 30, 2019 .

(2)	Since Mr. Lukemire and Ms. Stump are retirement eligible, they are entitled to a lump sum pro-rata payout of the annual bonus under the EIP for the year of termination. This is in addition to any bonus amount payable under the Executive Severance Plan. The amount shown assumes that the EIP paid out at 100% of target.

(3)	Reflects a lump sum payment in an amount equal to two times the target annual bonus award which would be payable to the NEO in two equal installments on the first and second anniversary of the termination effective date, subject to the NEO’s continued compliance with any post-employment obligations to the Company.

(4)	Since Mr. Lukemire and Ms. Stump are retirement eligible, all RSUs are subject to immediate vesting upon termination for any reason other than for Cause. The vested RSUs are generally settled on the third anniversary of the grant date.

(5)	Since Mr. Lukemire and Ms. Stump are retirement eligible, all deferred dividend equivalents associated with unvested RSUs are subject to immediate vesting upon termination for any reason other than for Cause. The vested dividend equivalents are generally settled on the third anniversary of the grant date.

(6)	Since Mr. Lukemire and Ms. Stump are retirement eligible, reflects partial vesting of unvested PFAs to the extent the pre-defined performance criteria is achieved (which reflects probable payout based on accounting assumptions as of September 30, 2019 ).

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(7)	Since Mr. Lukemire and Ms. Stump are retirement eligible, reflects partial vesting of the deferred dividend equivalents associated with unvested PFAs, which are paid out at the end of the performance period to the extent the pre-defined performance criteria is achieved (which reflects probable payout based on accounting assumptions as of September 30, 2019 ).

(8)	An amount equal to the excess of the current COBRA premium charged by the Company to terminated employees over the premium charged to active employees as of September 30, 2019 ; calculated for a period of 24 months.

(9)	Reflects respective accrued benefits, which are fully vested as of September 30, 2019 (and are not further enhanced or accelerated as a result of the potential termination event).

(1)	Equity valuations are based on the $101.82 closing price of Common Shares on September 30, 2019 .

(2)	Reflects the continuation of Ms. Stump’s base salary as of September 30, 2019 for 24 months in the event of her Disability pursuant to the Stump Retention Agreement.

(3)	Reflects a lump sum payment in an amount equal to a prorated annual bonus award under the EIP for the year of termination, assuming the EIP paid out at 100% of target. With respect to Ms. Stump, this payout is in addition to any bonus amount payable under the Stump Retention Agreement.

(4)

Reflects the bonus amount payable to Ms. Stump in the amount of two times the target bonus opportunity under the EIP for the 2019 plan year, which would be payable in two equal installments on the first and second anniversary of the termination effective date in the event of her Disability under the Stump Retention Agreement, subject to Ms. Stump’s continued compliance with any post-employment obligations to the Company.

(5)	Reflects immediate vesting and settlement of all unvested RSUs.

(6)	Reflects immediate vesting and settlement of all deferred dividend equivalents associated with unvested RSUs.

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(7)	Reflects partial vesting of all unvested PFAs upon death or disability. For Mr. Coleman and Mr. Smith, performance criteria is deemed to be satisfied at the target level of performance. For Mr. Lukemire and Ms. Stump, based on their retirement eligibility, reflects the probable payout based on accounting assumptions as of September 30, 2019 .

(8)	Reflects partial vesting of all deferred dividend equivalents associated with unvested PFAs. For Mr. Coleman and Mr. Smith, all performance criteria are deemed to be satisfied at the target level performance. For Mr. Lukemire and Ms. Stump, based on their retirement eligibility, reflects the probable payout based on accounting assumptions as of September 30, 2019 .

(9)	Reflects the amount equal to the excess of the current COBRA premium charged by the Company to terminated employees over the premium charged to active employees as of September 30, 2019 ; calculated for a period of 24 months and payable on a monthly basis.

(10)	Reflects respective account balances as of September 30, 2019 , which are fully vested as of September 30, 2019 (and are not further enhanced or accelerated as a result of the potential termination event).

(1)	Equity valuations are based on the $101.82 closing price of Common Shares on September 30, 2019 .

(2)	Reflects a lump sum pro-rata payout of the annual bonus under the EIP, assuming the EIP paid out at 100% of target. This payout is in addition to any bonus amount payable under the Executive Severance Plan.

(3)	Reflects a lump sum payment in an amount equal to two times the target annual bonus award which would be payable to the NEO in two equal installments on the first and second anniversary of the termination effective date, subject to the NEO’s continued compliance with any post-employment obligations to the Company.

(4)	Reflects immediate vesting and settlement of all unvested RSUs.

(5)	Reflects immediate vesting and settlement of all deferred dividend equivalents associated with unvested RSUs.

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(6)	Reflects immediate vesting and settlement of all unvested PFAs (reflects estimated performance as of the end of the 2019 fiscal year using actual performance through the 2019 fiscal year plus target performance for the remaining years of the performance period).

(7)	Reflects immediate vesting and settlement of all deferred dividend equivalents associated with unvested PFAs (reflects the estimated performance as of the end of the 2019 fiscal year using actual performance through the 2019 fiscal year plus target performance for the remaining years of the performance period).

(8)	Reflects an amount equal to the excess of the current COBRA premium charged to terminated employees over the premium charged to active employees as of September 30, 2019 ; calculated for a period of 24 months and payable on a monthly basis.

(9)	Reflects respective account balances as of September 30, 2019 , which are fully vested as of September 30, 2019 (and are not further enhanced or accelerated as a result of the potential termination event).

(1)	Equity valuations are based on the $101.82 closing price of Common Shares on September 30, 2019 .

(2)	Assumes unvested RSUs and related dividend equivalents will be assumed or substituted in connection with the change in control.

(3)

Reflects immediate vesting and settlement of all unvested PFAs assuming the change in control is a result of a non-Hagedorn family third-party transaction and further assuming the pre-defined performance criteria is achieved (performance is estimated as of the end of the 2019 fiscal year using actual performance through the 2019 fiscal year plus target performance for the remaining years of the performance period).

(4)	Reflects immediate vesting and settlement of all deferred dividend equivalents associated with unvested PFAs assuming the pre-defined performance criteria is achieved (performance is estimated as of the end of the 2019 fiscal year using actual performance through the 2019 fiscal year plus target performance for the remaining years of the performance period).

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•

Performance-Based Pay : Consistent with our pay-for-performance philosophy, approximately 75% of the annual total direct compensation opportunity for our CEO was delivered in the form of variable pay tied to financial performance. For the other NEOs , an average of 65% of their target annual compensation opportunity was delivered in the form of variable pay tied to financial performance. The percentage of total performance-based pay realized by our NEOs has the potential to be considerably higher in the future due to the impact of the performance multiplier incorporated into the design of the PFAs that were granted to our NEOs during the 2017 fiscal year. The front-loaded PFAs are designed to reward our NEOs for achieving the Project Focus performance goals during the 2017 to 2021 fiscal years.

•	No Employment Agreements: The Company does not maintain employment agreements with any of the NEOs . Severance benefits for our CEO are provided under a separate severance agreement, and severance benefits for all other NEOs are provided under an executive severance plan.

•	Limited Executive Perquisites: The Company does not offer certain cash-based executive perquisites, such as car allowances and financial planning services.

•	Double-Trigger Change in Control Provisions: Our plans include “double-trigger” change in control provisions, which provide for vesting upon involuntary termination of employment within 24 months after a change in control if equity-based awards are assumed or substituted in the transaction or if equity-based awards otherwise continue in effect after the transaction.

•

Clawback Provisions : All of our equity-based awards and annual incentive awards include provisions designed to recoup such awards for violation of non-compete covenants or other post-employment obligations to the Company, or otherwise engaging in certain conduct that is detrimental to the Company. In addition, our Executive Compensation Recovery Policy allows the Company to recover annual incentive award payments and equity award distributions in the event of a required accounting restatement due to material non-compliance with any applicable financial reporting requirement.

•	Significant Stock Ownership : Each of our NEOs is expected to maintain a significant amount of his or her accumulated wealth in the form of Common Shares. The ownership guidelines are 10 times base salary for our CEO, 5 times base salary for our COO and 3 times base salary for all other NEOs .

•	Independent Consultants : Our Compensation Committee engages an independent consultant to advise it with respect to executive compensation levels and practices. The consultant provides no services to management and had no prior relationship with any of our NEOs .

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•	Compensation Risk Assessment : The Company conducted an annual review of its compensation programs for the 2019 fiscal year and concluded that the compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on the Company.

•

Independent Compensation Committee : Each member of our Compensation Committee satisfies the applicable independence requirements set forth in the NYSE Rules and under Rule 10C-1 promulgated by the SEC under the Exchange Act. Each member of our Compensation Committee also qualifies as an outside director for purposes of IRC § 162(m) and as a non-employee director for purposes of Rule 16b-3 under the Exchange Act.

•	Anti-Hedging Policy : Our Insider Trading Policy prohibits all Company employees, including our NEOs , and members of the Board, from engaging in certain hedging transactions relating to Company securities held by them, including short sales, the purchase of puts, calls or listed options and hedging transactions such as prepaid variable forwards, equity swaps, caps, collars and exchange funds.

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•	Audits of the Company’s financial statements required by law, the SEC, lenders, statutory requirements, regulators and others.

•	Consents, comfort letters, reviews of registration statements and similar services that incorporate or include financial statements of the Company.

•	Employee benefit plan audits.

•	Tax compliance and related support for any tax returns filed by the Company.

•	Tax planning and support.

•	Merger and acquisition due diligence services.

•	Internal control reviews.

•	Program and subscription services, including educational programs and seminars, webcasts/podcasts, database subscriptions, research reports, surveys and similar or related tools and services.

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•	ordinary course transactions not exceeding $120,000;

•

executive officer compensation arrangements, provided that (a) the related compensation is required to be reported in the Company’s proxy statement pursuant to the compensation disclosure requirements of the SEC, or (b) the executive officer is not an immediate family member of another executive officer or director of the Company, the related compensation would have been reported in the Company’s proxy statement pursuant to the compensation disclosure requirements of the SEC if the executive officer was a “NEO,” and the Compensation Committee approved the compensation;

•	director compensation arrangements approved by the Board, provided that the related compensation is required to be reported in the Company’s proxy statement pursuant to the compensation disclosure requirements of the SEC;

•	transactions with other companies where the related person’s interest is solely as an employee (other than an executive officer), a director or less than 10% owner of the other company, if the aggregate amount is less than $1.0 million or 2% of the other company’s total annual revenues;

•	charitable contributions where the related person’s only relationship to the charitable organization, foundation or university is as an employee (other than an executive officer) or a director, if the aggregate amount is less than $1.0 million or 2% of the charitable organization’s total annual receipts;

•	transactions where the related person’s interest arises solely from the ownership of Common Shares and all shareholders receive a proportional benefit ( e.g. , dividends);

•	transactions involving competitive bids;

•	regulated transactions; and

•	certain banking-related services.

•	the Long-Term Incentive Plan;

•	the Discounted Stock Purchase Plan; and

•	the ERP.

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(1)

Includes 862,388 Common Shares issuable upon exercise of NSOs granted under the Long-Term Incentive Plan, all of which are fully vested as of September 30, 2019; 488,409 Common Shares issuable upon vesting of RSUs and DSUs granted under the Long-Term Incentive Plan (62,398 of which are fully vested as of September 30, 2019); 182,041 Common Shares representing the target number of PUs and 466,090 Common Shares representing the target number of PFAs granted under the Long-Term Incentive Plan (assuming the underlying performance criteria applicable to the PUs and PFAs will be achieved at the target level of performance), all of which remain subject to future performance goals as of September 30, 2019.

(2)	Represents the weighted-average exercise price of outstanding NSOs granted under the Long-Term Incentive Plan.

(3)

Includes 3,006,522 Common Shares authorized and remaining available for issuance under the Long-Term Incentive Plan. This amount may be reduced proportionate to the maximum amount of Common Shares that may be paid out if the PUs and PFAs achieve a payout above target level as discussed in note (1) above. It also includes 258,890 Common Shares remaining available for issuance under the Discounted Stock Purchase Plan.

(4)

As of September 30, 2019, the Company is holding 142,717 Common Shares which were credited to the respective bookkeeping accounts of participants in the ERP. This number has been rounded to the nearest whole Common Share. Such shares were acquired by the Company at fair value in the open market, based on a participant directed election to designate a portion of its respective salary and bonus deferrals as Supplemental Retirement Account contributions to be invested in shares of the Company and distributed to the participant at the applicable distribution date(s). The shares, which are held in a trust account for the benefit of the participant, are already included as part of the Company’s issued and outstanding share balance as of September 30, 2019.

(5)

Since the Common Shares held in the ERP are acquired by the plan as market shares, the ERP does not provide for a specified limit on the number of Common Shares that may be credited to participants’ bookkeeping accounts. Please see the description of the ERP in the section captioned “Elements of Executive Compensation — Retirement Plans and Deferred Compensation Benefits (long-term compensation element) ” within the CD&A . Participant account balances in the ERP may be credited to one or more benchmark investment funds, including a Company stock fund and mutual fund investments, which are substantially consistent with the investment options permitted under the RSP. The amount credited to the benchmark Company stock fund is recorded as Common Shares. The weighted-average price of amounts credited to the benchmark Company stock fund within participants’ bookkeeping accounts under the ERP is not readily calculable. The amount credited to one of the benchmark mutual fund investments is recorded as mutual fund shares.

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(1)	Unless otherwise indicated, the beneficial owner has sole voting and dispositive power as to all Common Shares reflected in the table. All fractional Common Shares have been rounded to the nearest whole Common Share. The mailing address of each of the current executive officers and directors of the Company is 14111 Scottslawn Road, Marysville, Ohio 43041.

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(2)

Common Share Equivalents Presently Held amounts include: (a) Common Shares represented by amounts credited to the benchmark Company stock fund within the NEO’s bookkeeping account under the ERP; (b) Common Shares subject to RSUs granted to executive officers under the Long-Term Incentive Plan; and (c) Common Shares subject to DSUs and/or RSUs granted to non-employee directors (together with related dividend equivalents) under the Long-Term Incentive Plan, in each case to the extent such Common Shares may be acquired within 60 days of December 4, 2019 . The individual has no voting or dispositive power with respect to the Common Shares attributable to the individual’s bookkeeping account under the ERP or the Common Shares subject to RSUs or DSUs.

(3)	Amounts represent Common Shares that can be acquired upon the exercise of options that are currently exercisable or will first become exercisable within 60 days of December 4, 2019 .

(4)	Individual named in the Summary Compensation Table.

(5)	Represents Common Shares that are the subject of RSUs granted to Mr. Coleman, which remain subject to vesting and/or settlement provisions.

(6)	Does not include: (a) a target amount of 48,936 Common Shares that are the subject of PFAs granted to Mr. Coleman; and (b) 17,079 Common Shares that are the subject of RSUs, all of which remain subject to either the underlying performance criteria, vesting and/or settlement provisions.

(7)	Represents Common Shares that are the subject of DSUs granted to Mr. Evans, which remain subject to vesting and/or settlement provisions.

(8)	Does not include 2,484 Common Shares that are the subject of RSUs granted to Mr. Evans.

(9)	Represents the aggregate of: (a) 7,500 Common Shares held by Mr. Finn directly; and (b) 8,972 Common Shares held in one or more family trusts.

(10)	Represents Common Shares that are the subject of DSUs granted to Mr. Finn, including DSUs granted to Mr. Finn in connection with his election to defer 100% of his cash retainer for services as a director, which remain subject to vesting and/or settlement provisions.

(11)	Does not include 2,484 Common Shares that are the subject of RSUs granted to Mr. Finn.

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(12)

Mr. Hagedorn is a general partner of Hagedorn Partnership, L.P. (the “Hagedorn Partnership”), and has shared voting power with respect to the Common Shares held by the Hagedorn Partnership and sole investment power with respect to 1,814,791 of such Common Shares. See note (45) below for additional disclosures regarding the Hagedorn Partnership. Includes, in addition to those Common Shares described in note (45) below, (a) 47,057 Common Shares that are allocated to his account and held by the trustee under the RSP; and (b) 9,296 Common Shares held in a custodial account under the Discounted Stock Purchase Plan.

(13)	Represents Common Shares that are the subject of RSUs granted to Mr. Hagedorn, which remain subject to vesting and/or settlement provisions.

(14)	Represents Common Shares that are the subject of fully vested NSOs granted to Mr. Hagedorn.

(15)

Does not include the aggregate of: (a) a target amount of 172,403 Common Shares that are the subject of PFAs granted to Mr. Hagedorn; (b) 123,676 Common Shares credited to the benchmark Company stock fund within Mr. Hagedorn’s bookkeeping account under the ERP; and (c) 58,292 Common Shares that are the subject of RSUs, all of which remain subject to either the underlying performance criteria, vesting and/or settlement provisions.

(16)	Represents the aggregate of: (a) 5,373 Common Shares that are the subject of RSUs granted to Mr. Hanft; and (b) 5,464 DSUs granted to Mr. Hanft, including DSUs granted to Mr. Hanft in connection with his election to defer 50% of his cash retainer for services as a director, which remain subject to vesting and/or settlement provisions.

(17)	Does not include 2,484 Common Shares that are the subject of RSUs granted to Mr. Hanft.

(18)	Represents Common Shares that are the subject of DSUs granted to Mr. Johnson, including DSUs granted to Mr. Johnson in connection with his election to defer 25% of his cash retainer for services as a director, which remain subject to vesting and/or settlement provisions.

(19)	Does not include 2,484 Common Shares that are the subject of RSUs.

(20)	Represents Common Shares that are the subject of DSUs granted to Mr. Kelly, which remain subject to vesting and/or settlement provisions.

(21)	Does not include 2,484 Common Shares that are the subject of RSUs granted to Mr. Kelly.

(22)	Ms. Littlefield is a general partner of the Hagedorn Partnership and has shared voting power with respect to the Common Shares held by the Hagedorn Partnership and sole investment power with respect to 2,736,076 of such Common Shares. See note (45) below for additional disclosures regarding the Hagedorn Partnership.

(23)	Represents Common Shares that are the subject of DSUs granted to Ms. Littlefield, which remain subject to vesting and/or settlement provisions.

(24)	Does not include 2,484 Common Shares that are the subject of RSUs granted to Ms. Littlefield.

(25)	Represents Common Shares that are allocated to Mr. Lukemire’s account and held by the trustee under the RSP.

(26)	Represents Common Shares that are the subject of RSUs granted to Mr. Lukemire, which remain subject to vesting and/or settlement provisions.

(27)	Represents Common Shares that are the subject of fully vested NSOs granted to Mr. Lukemire.

(28)	Does not include the aggregate of: (a) a target amount of 60,229 Common Shares that are the subject of PFAs granted to Mr. Lukemire; and (b) 23,702 Common Shares that are the subject of RSUs, all of which remain subject to either the underlying performance criteria, vesting and/or settlement provisions.

(29)	Represents Common Shares that are the subject of DSUs granted to Mr. McCann, which remain subject to vesting and/or settlement provisions.

(30)	Does not include 2,484 Common Shares that are the subject of RSUs.

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(31)	Represents Common Shares that are the subject of DSUs granted to Ms. Mistretta, which remain subject to vesting and/or settlement provisions.

(32)	Does not include 2,484 Common Shares that are the subject of RSUs granted to Ms. Mistretta.

(33)	Represents Common Shares that are the subject of DSUs granted to Mr. Shumlin, including DSUs granted to Mr. Shumlin in connection with his election to defer 100% of his cash retainer for services as a director, which remain subject to vesting and/or settlement provisions.

(34)	Does not include 2,484 Common Shares that are the subject of RSUs granted to Mr. Shumlin.

(35)	Represents the aggregate of: (a) 8,752 Common Shares held by Mr. Smith directly; and (b) 635 Common Shares held in a custodial account under the Discounted Stock Purchase Plan.

(36)	Represents Common Shares that are the subject of RSUs granted to Mr. Smith, which remain subject to vesting and/or settlement provisions.

(37)	Does not include: (a) a target amount of 21,833 Common Shares that are the subject of PFAs granted to Mr. Smith; and (b) 7,517 Common Shares that are the subject of RSUs, all of which remain subject to vesting and/or settlement provisions.

(38)	Represents the aggregate of: (a) 275 Common Shares held by Ms. Stump directly; and (b) 92 Common Shares held in a custodial account under the Discounted Stock Purchase Plan.

(39)	Represents Common Shares that are the subject of RSUs.

(40)	Represents Common Shares that are the subject of fully vested NSOs granted to Ms. Stump.

(41)

Does not include the aggregate of: (a) a target amount of 23,339 Common Shares that are the subject of PFAs granted to Ms. Stump; (b) 8,061 Common Shares credited to the benchmark Company stock fund within Ms. Stump’s bookkeeping account under the ERP; and (c) 7,517 Common Shares that are the subject of RSUs, all of which remain subject to either the underlying performance criteria, vesting and/or settlement provisions.

(42)	Represents Common Shares that are the subject of DSUs granted to General Vines which remain subject to vesting and/or settlement provisions.

(43)	Does not include 2,955 Common Shares that are the subject of RSUs granted to General Vines.

(44)	Does not include 618,053 Common Shares which remain subject to vesting and/or settlement provisions.

(45)

The Hagedorn Partnership is the record owner of 15,057,505 Common Shares. Of those Common Shares, 2,000,000 are pledged as security for a line of credit with a bank. James Hagedorn, Katherine Hagedorn Littlefield, Paul Hagedorn, Peter Hagedorn, Robert Hagedorn and Susan Hagedorn are siblings, general partners of the Hagedorn Partnership and former shareholders of Stern’s Miracle-Gro Products, Inc. (“Miracle-Gro Products”). The general partners (a) share voting power with respect to the Common Shares held by the Hagedorn Partnership and (b) have, respectively, sole investment power with respect to the Common Shares held in the applicable general partner’s account at the Hagedorn Partnership. James Hagedorn and Katherine Hagedorn Littlefield are directors of the Company. Community Funds, Inc., a New York not-for-profit corporation (“Community Funds”), is a limited partner of the Hagedorn Partnership.

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(46)	All information presented in this table regarding The Vanguard Group (“Vanguard”) was derived from the Schedule 13G/A (the “Vanguard Schedule 13G”), filed by Vanguard with the SEC on February 13, 2019 to report beneficial ownership of the Company’s Common Shares as of December 31, 2018.

(47)	In the Vanguard Schedule 13G, Vanguard reported sole voting power with respect to 20,757 Common Shares, shared voting power with respect to 5,232 Common Shares, sole dispositive power with respect to 3,755,369 Common Shares and shared dispositive power with respect to 21,918 Common Shares.

(48)	All information presented in this table regarding BlackRock, Inc. (“BlackRock”) was derived from the Schedule 13G/A (the “BlackRock Schedule 13G”), filed by BlackRock with the SEC on February 6, 2019 to report beneficial ownership of the Company’s Common Shares as of December 31, 2018.

(49)	In the BlackRock Schedule 13G, BlackRock reported sole voting power with respect to 3,462,869 Common Shares and sole dispositive power with respect to 3,632,451 Common Shares.

(50)	All information presented in this table regarding First Eagle Investment Management, LLC (“First Eagle”) was derived from the Schedule 13G/A (the “First Eagle Schedule 13G”), filed by First Eagle with the SEC on February 12, 2019 to report beneficial ownership of the Company’s Common Shares as of December 31, 2018.

(51)	In the First Eagle Schedule 13G, First Eagle reported sole voting power with respect to 2,700,159 Common Shares and sole dispositive power with respect to 2,866,003 Common Shares.

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