| | | | | | | | | TELEPHONE Vote by phone by calling (800) 690-6903. | | | | | | | | | MAIL If you have received a printed version of these proxy materials, you may vote by mail. | | | | | | | | | AT THE MEETING See our Proxy Statement for additional details on how to attend. | | | | | | Vote online at www. proxyvote.com.
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| Vote by phone by calling (800) 690-6903.
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| If you have received a printed version of these proxy materials, you may vote by mail.
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| See our Proxy Statement for additional details on about how to attend.
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ITEMS OF BUSINESS 1.
| | | Election of the 11 director nominees named in this Proxy Statement
| 2.
| | | Ratification of the selection of our independent registered public accounting firm for fiscal 2022
| 3.
| | | Non-binding, advisory vote to approve executive compensation
| 4.
| | | Non-binding, advisory vote to approve the frequency of future advisory votes to approve executive compensation
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The Board recommends that you vote “FOR” each director nominee included in Proposal 1, “FOR” Proposals 2 and 3, and for “ONE YEAR” on Proposal 4. The full text of these proposals is set forth in the accompanying Proxy Statement.
We recommend that you review the further information on the process for, and deadlines applicable to, voting, attending the meeting and appointing a proxy under “Questions and Answers about the Annual Meeting” in the Proxy Statement.
By order of the Board of Directors,
KATHRYN A. DUGAN
General Counsel and Corporate Secretary
December 15, 2021
1.Election of the 9 director nominees named in this Proxy Statement 2.Ratification of the selection of our independent registered public accounting firm for fiscal 2024 3.Non-binding, advisory vote to approve executive compensation The Board recommends that you vote “FOR” each director nominee included in Proposal 1 and “FOR” Proposals 2 and 3. The full text of these proposals is set forth in the accompanying Proxy Statement. Further information on the process for, and deadlines applicable to, voting, attending the meeting and appointing a proxy is set forth in “Additional Information—Voting Procedures" in the Proxy Statement. By order of the Board of Directors, KATHRYN A. DUGAN General Counsel and Corporate Secretary December 14, 2023 | | | | | | | Energizer Holdings, Inc. 2023 Proxy Statement i |
Energizer Holdings, Inc. 2021 Proxy Statement i | | | | | | | | | | 2023 HIGHLIGHTS | | | Corporate Governance Highlights | | | Compensation Highlights | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | FREQUENTLY ACCESSED INFORMATION | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | FREQUENTLY USED TERMS & ABBREVIATIONS | | 2020 Plan | Energizer Holdings, Inc. Omnibus Incentive Plan | | 2023 Plan | Energizer Holdings, Inc. 2023 Omnibus Incentive Plan | | ASC | Accounting Standards Codification | | DEIB | Diversity, Equity, Inclusion & Belonging | | ESG | Environmental, Social and Governance | | FASB | Financial Accounting Standards Board | | NEOs | Named Executive Officers | | NYSE | New York Stock Exchange | | PCAOB | Public Company Accounting Oversight Board | | PEO | Principal Executive Officer | | PEP | Pension Equity Plan | | PPMA | PensionPlus Match Account | | PSU | Performance Share Units | | PwC | PricewaterhouseCoopers LLP | | RSU | Restricted Stock Units | | SEC | Securities and Exchange Commission | | SG&A | Selling, General and Administrative Expenses | | Spin-Off | Spin-off of Energizer from its former parent company in July 2015 | | | | | |
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| CORPORATE GOVERNANCE HIGHLIGHTS Energizer has a history of strong corporate governance. We believe good governance is critical to achieving long-term shareholder value. We are committed to governance practices and policies that serve the long-term interests of the Company and its shareholders. The following table summarizes certain highlights of our
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CORPORATE GOVERNANCE HIGHLIGHTS Energizer has a history of strong corporate governance. We believe good governance is critical to achieving long-term shareholder value. We are committed to governance practices and policies that serve the long-term interests of the Company and its shareholders. The following table summarizes some of Energizer’s corporate governance practices and policies: | | | | | | | | | | | | | | ACCOUNTABILITY
✔ Annual election of directors
✔ Directors are elected by majority vote
✔ All directors attended more than 75% of Board and
Committee meetings
✔ Limit on director membership on other public
company boards
INDEPENDENCE AND COMPOSITION
✔ Independent Chairman appointed by independent
directors
✔ 10 of our 11 director nominees are independent,
3 are women and 3 are ethnically diverse
✔ Executive sessions held by independent directors at
each Board and Committee meeting
✔ Balance of new and experienced directors – 6 directors have tenures of more than 5 years and 5
directors have tenures of less than 5 years
✔ Average age of director nominees is 60
ETHICS AND COMPLIANCE
✔ Robust Code of Conduct and Supplier Code of Conduct
| | | BEST PRACTICES
✔ Annual Board and Committee evaluations, including peer feedback, resulting in enhancements to Board
and Committee composition and practices
✔ Robust CEO and senior management succession and
development plans
✔ Dedication to Board refreshment and thoughtful
director succession planning
ALIGNMENT WITH SHAREHOLDERS
✔ Meaningful stock ownership guidelines
✔ Prohibition on hedging, pledging or short sale
transactions regarding Company stock
OVERSIGHT
✔ Board and each Committee are responsible for
overseeing risk for the Company
✔ The full Board oversees corporate strategy including
overall responsibility for ESG
✔ Oversight of enterprise risks, including environmental and sustainability (Audit Committee), human capital management, culture, diversity, equity, inclusion and belonging (Human Capital Committee), and governance strategy (Nominating and Governance Committee).
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| | | | | | BOARD DIVERSITYACCOUNTABILITY
OurüAnnual election of directors
üDirectors are elected by majority vote üResignation policy in the event that a director fails to receive a majority vote üAll directors attended more than 75% of Board and Committee meetings üLimit on director membership on other public company boards INDEPENDENCE AND COMPOSITION üIndependent Chairman appointed by independent directors ü8 of our 9 director nominees possess broad expertise, skills, experience, backgroundsare independent, 3 are women and perspectives that will continue to facilitate the strong oversight2 are ethnically diverse üExecutive sessions held by independent directors at each Board and strategic direction required to govern the Company’s businessCommittee meeting üBalance of new and strengthen and support senior management. As illustrated below,experienced directors – 6 of our director nominees include individuals with expertisehave tenures of 5 or more years and 3 of our director nominees have tenures of less than 5 years ETHICS AND COMPLIANCE üRobust Code of Conduct, Corporate Social Policy, and Supplier Code of Conduct | | BEST PRACTICES üAnnual Board and Committee evaluations, including peer feedback, resulting in fields that align with the Company’s businessenhancements to Board and long-term strategyCommittee composition and reflect a mixture of tenures that allows for both new perspectives and continuity.practices ii Energizer Holdings, Inc. 2021 Proxy Statement
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BOARD NOMINEES
 | | | Patrick J. Moore
| | | Independent Chairman, Energizer Holdings, Inc.
| | | 67
| | | 6 years
| | | —
| | | | Carlos Abrams-Rivera
| | | U.S. Zone President, Kraft Heinz Company
| | | 54
| | | 2 years
| | | Finance and Oversight; Nominating and Governance
| | | | Bill G. Armstrong
| | | Retired Executive Vice President and Chief Operating Officer, Cargill Animal Nutrition
| | | 73
| | | 6 years
| | | Audit; Human Capital
| | | | Cynthia J. Brinkley
| | | Retired Chief Administrative and Markets Officer, Centene Corporation
| | | 62
| | | 6 years
| | | Human Capital (Chair); Nominating and Governance
| | | | Rebecca Frankiewicz
| | | President, ManpowerGroup North America
| | | 50
| | | 2 years
| | | Audit; Human Capital
| | | | Kevin J. Hunt
| | | Retired Chief Executive Officer and President, Ralcorp Holdings, Inc.
| | | 70
| | | 6 years
| | | Finance and Oversight (Chair); Human Capital
| | | | James C. Johnson
| | | Retired General Counsel, Loop Capital Markets LLC
| | | 69
| | | 6 years
| | | Nominating and Governance (Chair)
| | | | Mark S. LaVigne
| | | President and Chief Executive Officer, Energizer Holdings, Inc.
| | | 50
| | | 1 year
| | | Finance and Oversight
| | | | Donal L. Mulligan
| | | Retired Executive Vice President and Chief Financial Officer, General Mills, Inc.
| | | 60
| | | —
| | | Audit; Finance and Oversight
| | | | Nneka L. Rimmer
| | | Retired President, Global Flavors & Extracts, McCormick & Company
| | | 50
| | | 3 years
| | | Audit; Human Capital
| | | | Robert V. Vitale
| | | President and Chief Executive Officer, Post Holdings, Inc.
| | | 55
| | | 4 years
| | | Audit (Chair); Finance and Oversight
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| Energizer Holdings, Inc. 2021 Proxy Statement iii
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LEADERSHIP TRANSITIONS
The Company puts an emphasis onüRobust CEO and senior management succession and development planning. Effective January 1, 2021, Alan R. Hoskins retired asplans
ALIGNMENT WITH SHAREHOLDERS üMeaningful stock ownership guidelines üProhibition on hedging, pledging or short sale transactions in Company stock OVERSIGHT üThe full Board oversees corporate strategy including the Company’s overarching ESG strategy üCommittees help oversee enterprise risks, including environmental and cybersecurity (Audit Committee); human capital management, culture, diversity, equity, inclusion and belonging (Human Capital Committee); and governance strategy (Nominating and Governance Committee) | | | | | | | |
| | | | | | | Energizer Holdings, Inc. 2023 Proxy Statement 1 |
| | | | | | | CORPORATE GOVERNANCE HIGHLIGHTS | |
BOARD DIVERSITY Our director nominees possess broad expertise, skills, experience, backgrounds and perspectives that will continue to facilitate the strong oversight and strategic direction required to govern the Company’s business and strengthen and support senior management. As illustrated below, our director nominees include individuals with expertise in fields that align with the Company’s business and long-term strategy and reflect a mixture of tenures that allows for both new perspectives and continuity.
| | | | | AVERAGE TENURE IS 5.5 YEARS | |
| | | | | AVERAGE AGE IS 61 YEARS OLD | |
| | | | | | 2 Energizer Holdings, Inc. 2023 Proxy Statement | |
| | | | | | | CORPORATE GOVERNANCE HIGHLIGHTS |
BOARD NOMINEES | | | | | | | | | | | | | | | | | | | | | | | NAME | POSITION | AGE | TENURE | COMMITTEE
MEMBERSHIP | | | Patrick J. Moore | Independent Chairman, Energizer
Holdings, Inc. | 69 | 8 years | — | | | Cynthia J. Brinkley | Retired Chief Administrative and Markets Officer, Centene Corporation | 64 | 8 years | Human Capital (Chair); Nominating and Governance | | | Rebecca D.
Frankiewicz | President, North America Region and Chief Commercial Officer, ManpowerGroup | 52 | 4 years | Audit; Human Capital | | | Kevin J. Hunt | Retired Chief Executive Officer and was succeeded by President, Ralcorp Holdings, Inc. | 72 | 8 years | Finance and Oversight (Chair); Human Capital | | | James C. Johnson | Retired General Counsel, Loop Capital Markets LLC | 71 | 8 years | Nominating and Governance (Chair) | | | Mark S. LaVigne. Mr. Hoskins served as a special advisor to Company until September 30, 2021. In addition, effective October 1, 2021, John J. Drabik was appointed by the Board as the Company’sLaVigne | President and Chief Executive Officer, Energizer Holdings, Inc. | 52 | 3 years | Finance and Oversight | | | Donal L. Mulligan | Retired Executive Vice President and Chief Financial Officer, followingGeneral Mills, Inc. | 62 | 2 years | Audit; Finance and Oversight | | | Nneka L. Rimmer | Retired President, Global Flavors & Extracts, McCormick & Company | 52 | 5 years | Audit; Human Capital | | | Robert V. Vitale | President and Chief Executive Officer, Post Holdings, Inc.* *Currently on medical leave. See Mr. Vitale's biography in the retirementElection of Timothy W. Gorman.Directors section. | 57 | 6 years | Audit (Chair); Finance and Oversight |
| | | | | | | Energizer Holdings, Inc. 2023 Proxy Statement 3 |
COMPENSATION HIGHLIGHTS Pay For Performance PhilosophyPAY FOR PERFORMANCE PHILOSOPHY
Our compensation philosophy is to pay for performance over the long term, as well as on an annual basis. Our executive compensation program provides a mix of salary, incentives, and benefits paid over time to align executive officer and shareholder interests. A majority of total variable compensation granted to our named executive officers is deferredin the form of three-year cliff vesting equity-based awards, further encouraging long-term growth. Based on shareholder input and our Board’s assessment of our executive compensation program, pay components are unchanged from prior years. The Human Capital Committee determined the following fiscal 2023 compensation for Mr. LaVigne: •Total compensation, inclusive of base salary and equity-based incentives, of $9.6 million •70.3% of Mr. LaVigne’s total compensation is variable and directly linked to company performance •70% of Mr. LaVigne’s equity-based incentives is performance restricted stock units based on sustained three-year cumulative performance of key metrics (adjusted EPS and relative total shareholder return) | The Human Capital Committee determined the following fiscal 2021 compensation for Mr. LaVigne, who began serving as our CEO effective January 1, 2021, aligned with market median:
• Total compensation, inclusive of base salary and equity-based incentives, of $5.9 million
• 64.9% of Mr. LaVigne’s total compensation is variable and directly linked to company performance
• 70% of Mr. LaVigne’s equity-based incentives is performance restricted stock units based on sustained three-year cumulative performance of key metrics (adjusted EPS and adjusted free cash flow)
| | | | | | | | | | | | | | | | | | | | SAY ON PAY
Shareholders continued to show strong support for our executive compensation programs, with approximately 98.5%97.4% of the votes cast for the approval of the “Say on Pay” proposal at our 20212023 Annual Shareholders’ Meeting. | | | 98.5%
97.4%
Approval in 2021 2023 | | | | | | |
| | | | 70.3% OF TOTAL COMPENSATION IS IS PERFORMANCE-BASED |
COMPENSATION PRACTICES Our Human Capital Committee believes that a well-designed, consistently applied compensation program is fundamental to the long-term creation of shareholder value. The following table summarizes highlights of our compensation practices that drive our executive officer compensation program. | ✔
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ü | Align executive compensation with shareholder returns through performance-based equity incentive awards | | | | ü | Double-trigger for compensation payments under our change of control employment agreements | | | ✔
| | | | | | | | | ü | Include caps on individual payouts in short- and long-term incentive plans | | | | ü | Clawback policy and restrictions on hedging and pledging | | | ✔
| | | Balance short-term and long-term incentives
| | | | | | ✔
ü | | | Use appropriate peer groups when establishingsetting compensation | | | | ü | Conduct an annual compensation risk review and assessment | | | ✔
| | | Retain independent compensation consultant
| |
| ✔
| | | Double-trigger equity vesting upon a change of control for awards under our Omnibus Incentive Plan
| | | ✔
ü | Balance short-term and long-term incentives | | | | ü | Robust stock ownership requirements | | | | | | | | | | | | | | | | | ü | Conduct an annual Say on Pay advisory vote | | | ✔
| | | Have clawback, anti-hedging and pledging policies
| | | ✔
| | | Conduct an annual compensation risk review and assessment
| | | ✔
| | | Have robust stock ownership requirements
| |
| | | | | | iv 4 Energizer Holdings, Inc.2021 2023 Proxy Statement
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SUSTAINABILITY Energizer’s approach to sustainability is guided by our corporate purpose to responsibly create products that make people’s lives easier and more enjoyable, all while doing the right thing.enjoyable. Around the world, we aim to deliver results, while protecting the environment, supporting the communities where we operate, and creating a safe, fair and inclusive environment for our colleagues. We have committed to sustainability at the highest levels of the company. Energizer’s Board of Directors oversees our overarching environmental, social and governance (ESG) strategy.strategy and the Board committees provide further support and oversight. Specifically, the Audit Committee oversees the environmental aspects of the program, the Human Capital Committee oversees the social aspects of the program, and the Nominating and Governance Committee oversees the governance aspects of the program. In addition, a cross-functional management ESG team leads the day-to-day efforts to prioritize resources, coordinate across businesses and functions, and engage internal and external stakeholders. In 2021 weOur ESG team, with assistance from a third-party sustainability consulting firm, conducted an extensive prioritymateriality assessment to better understand the sustainability impacts, risks and opportunities for Energizer. TheEnergizer across the organization. This process involved identifyinghelped us better understand the top risks based on input from investors,constantly evolving priorities of our stakeholders (investors, customers, regulators, internal expertsconsumers, colleagues, partners, and other stakeholders. Ascommunities where we operate). Once we understood where we needed to focus our efforts, we performed a result, Energizer identified specific focus areasgap analysis that we will work to make progress toward over the years to come.shaped Energizer’s ESG program through 2030, which includes three core goals, discussed in further detail in our 2023 Sustainability Report:
Some sustainability accomplishments from 2021 include:
Measured and disclosed our complete Scope 1 and 2 greenhouse gas (GHG) emissions globally.
Earned the Nordic Swan certification in Europe and the Call2Recycle Leader in Sustainability Award in Canada.
Increased•To increase recycled content in our Energizer rechargeable portfolio.packaging by 30% by 2030. This goal is measured by looking at all product packaging by weight. Packaging is defined as all primary (consumer selling unit) and secondary (case, display and shipping unit) packaging. Recycled content includes post-consumer and post-industrial recycled content.
Spent more than $10 million on battery recycling initiatives,•To reduce greenhouse gas emissions by 30% by 2030 in our operations (including Scope 1 and Scope 2). Emissions will be measured using fiscal 2021 as the base year.
•To have 100% of new products undergo a sustainability assessment by 2025. Beginning in 2025, each new product entering the development process will undergo a sustainability assessment that asks the business to consider how the product can be improved for sustainability, including campaignsconsiderations for reusability, recyclability, energy savings, waste reduction, water savings, responsible sourcing and the use of renewable materials appropriate to raise awareness, establish collection points and support safe recycling programs.the specific product. For more information, including progress on the three core goals referenced above, please review the Energizer Holdings 2021Energizer’s 2023 Sustainability SummaryReport available on our website at energizerholdings.com.www.energizerholdings.com/sustainability. | | | | | | | Energizer Holdings, Inc. 2023 Proxy Statement 5 |
| | | | | | | OUR APPROACH TO LONG-TERM HUMAN CAPITAL MANAGEMENT | |
OUR APPROACH TO LONG-TERM HUMAN CAPITAL MANAGEMENT | | | | | | | | | | | | | | | | | | | | | | | | Energizer colleagues are committedis driven by our purpose to responsibly creatingcreate products to make lives easier and more enjoyable every day. We believe that we winenjoyable. By living our culture of winning together, while serving each other, with a willingness to act boldly, all while doing what is right. From change pulse checksright, we drive an atmosphere in which colleagues feel proud to engagement surveys – which we conduct at least once per year through a third-party partner – and leadership forums, we seek out colleague feedback to improve our culture.work for Energizer. Our culture champion network,is the foundation for everything we do, and it is essential to fulfilling our mission of being the leader in our categories by better serving consumers and customers: •We Win Together. We relentlessly pursue our goals. We celebrate and move to the next challenge. We act with membersurgency because windows of opportunity close quickly. We are focused on results. •While Serving Each Other. We care for others’ success as much as we do our own. We challenge respectfully to drive better outcomes and work collectively across functions, levels and geographies to achieve our goals. All for one, one for all. •With A Willingness to Act Boldly. We push forward rather than leaning back. We take chances, have a bias for action and go all in all ofto achieve our major global markets, leads localgoals. Even if we fail, we fail together. We are transparent, we learn from it, and global effortsare better for it. We are fearlessly determined. •All While Doing Right. We bring out the best in each other to createbring the best to our consumers and customers. We are vulnerable and trust each other with our imperfections. By being inclusive and open, our diverse work environments and bring our values to life.perspectives amplify what we can achieve. Doing the right thing is all we know. | | | Our Globalvision for Diversity, Equity, Inclusion &and Belonging (“DEIB”) Council is sponsoredis: Embracing Differences, Empowering All. We seek to do this through the three pillars of Energizer’s DEIB program: | | | | | Community, by promoting a workplace where colleagues feel safe to express their perspectives and feel they belong to our Chief Executive Officer and Chief Human Capital Officer. This Council represents locations, functions and business segments across the globe. Top priorities for the next two years include:
Energizer team. | | | | • A comprehensive DEIB learning and development plan to build | Learning, by building colleague awareness and drivecompetence to produce respectful and inclusive workplace behaviors
and actions. | | | | • A focus on developing our | Talent, by embracing diversity pipeline through mentoringin order to attract, recruit, develop, and coachingretain top talent. | | | | | | | | | | | | |
| | | | | | 6 Energizer Holdings, Inc.2021 2023 Proxy Statement v | |
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| FREQUENTLY ACCESSED INFORMATION
| | | | | | | | | | | | | | CORPORATE GOVERNANCE | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| FREQUENTLY USED TERMS & ABBREVIATIONS
| | | 2015 Plan
| | | 2015 Energizer Holdings, Inc. Equity Incentive Plan
| | | ASC
| | | Accounting Standards Codification
| | | DEIB
| | | Diversity, Equity, Inclusion & Belonging
| | | Executive Risk Committee
| | | Executive Compliance and Risk Committee
| | | FASB
| | | Financial Accounting Standards Board
| | | NEOs
| | | Named Executive Officers
| | | NYSE
| | | New York Stock Exchange
| | | Omnibus Incentive Plan
| | | Energizer Holdings, Inc. Omnibus Incentive Plan
| | | PCAOB
| | | Public Company Accounting Oversight Board
| | | PEP
| | | Pension Equity Plan
| | | PPMA
| | | PensionPlus Match Account
| | | PSU
| | | Performance Share Units
| | | PwC
| | | PricewaterhouseCoopers LLP
| | | Risk Committee
| | | Compliance and Risk Subcommittee
| | | RSU
| | | Restricted Stock Units
| | | SEC
| | | Securities and Exchange Commission
| | | SG&A
| | | Selling, General and Administrative Expenses
| | | Spin-Off
| | | Spin-off of Energizer from its former parent company in July 2015
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The Board of Directors is responsible for providing governance and oversight over the strategy, operations and management of Energizer. The primary mission of the Board is to represent and protect the interests of our shareholders. The Board oversees our senior management, to whom it has delegated the authority to manage the day-to-day operations of the Company. During fiscal 2023, Energizer’s Board held six meetings.The Board has adopted Corporate Governance Principles, Committee charters and a Code of Business Conduct which, together with our Bylaws and Articles of Incorporation, form the governance framework for the Board and its Committees. The Board regularly (and at least annually) reviews its Corporate Governance Principles and other corporate governance documents and from time to time revises them when it believes it serves the interests of the Company and its shareholders to do so and in response to changing regulatory and governance requirements and best practices. The Corporate Governance Principles and Committee Charterscharters are available on our website at https://investors.energizerholdings.com/corporate-governance. The following sections provide an overview of our corporate governance structure, including director independence and other criteria we use in selecting director nominees, our Board leadership structure and the responsibilities of the Board and each of its committees. CORPORATE GOVERNANCE PRACTICES We are committed to governance policies and practices that serve the interests of the Company and its shareholders. Over the years, our Board has evolved our practices in the interests of our shareholders. Our governance practices and policies include the following, among other things: | | | | | | | | | | | | | Independent, Effective Board Oversight | | | • | Independent Board Chair | | • | All Committee Chairscommittee chairs are independent | | • | 108 of 119 director nominees are independent
| | • | All members of our Audit, Human Capital and Nominating & Governance Committees are independent | | •Board oversight and ongoing engagement with senior management on key issues, including information security, culture, human capital management, DEIB, pay equity, ESG and political contributions | | •Executive sessions are held at all Board and Committeecommittee meetings | | • | The compensation consultant retained by the Human Capital Committee is independent of the Company and management | | • | Annual Board and Committeecommittee evaluations, including peer feedback | | • | CEO conducts one-on-one meetings with each director at least annually | | • | Director orientation and continuing education programs for directors |
| | | | | | Board Composition
| | | • | Energizer Holdings, Inc. 2023 Proxy Statement 7 |
| | | | | | | | | | Board Composition | | •Commitment to Board refreshment – refreshment—added sixfour highly qualified directors in the past five years including Mr. LaVigne, our CEO – and adopted a mandatory retirement policy | | • | Average tenure of less than five5.5 years | | • | Five4 of 119 director nominees are diverse, with 3 women and/and 2 members of racial or ethnically diverseethnic minority groups
| •2 of our committee chairs are diverse, with 1 woman and 1 member of a racial or ethnic minority group serving as committee chairs | • | All candidates are evaluated and considered for theirbased on a variety of characteristics, including diversity includingof gender, ethnicity, background, expertise, and perspective as well as needed board skills and our membership criteria | | • | Clear membership criteria for all directors, -including integrity, independence, energy, forthrightness, analytical skills and commitment to devote the necessary time and attention to the Company’s affairs | | • | Overboarding policy to ensure that directors are able to discharge their duties, taking into account principal occupations, memberships on other boards and attendance –attendance. The Company's overboarding policy is set forth in our Corporate Governance Principles, available on our website at https://investors.energizerholdings.com/corporate-governance. All directors may only serve on a total of five public company boards and sitting CEOs may serve only on three public company boards (including their own)are in compliance with Energizer's overboarding policy |
| Shareholder Rights | | Energizer Holdings, Inc. 2021 Proxy Statement 1
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Shareholder Rights
| | | • | All directors are elected annually | | • | Directors are elected by majority vote | •Resignation policy in the event that a director fails to receive a majority vote | • | Right to call a special meeting and act by written consent for shareholders | Director Access | | | • | Directors have ability to engage outside experts and consultants and to conduct independent reviews | | • | Directors have significant interaction with senior business leaders and access to other colleagues | | Governance Best Practices | | •Clawback Policy, Anti-Hedging and Anti-Pledging Prohibitions | Governance Best Practices
| | | • | Clawback, Anti-Hedging and Pledging Policies
| | •
| Share ownership requirements for directors and executive officers | •Mandatory director retirement age of 75 |
| | | | | | •8 Energizer Holdings, Inc. 2023 Proxy Statement
| Our Corporate Governance Principles are consistent with the Investor Stewardship Group’s corporate governance principles |
| | | | | | | | Board oversight and ongoing engagement with senior management on key issues, including culture, human capital management, DEIB, pay equity, sustainability and political contributions
CORPORATE GOVERNANCE |
BOARD LEADERSHIP STRUCTURE Our Board considers the appropriate leadership structure for the Company and has concluded that the Company and its shareholders are best served by not having a formal policy on whether the same individual should serve as both Chief Executive Officer and Chairman of the Board. This flexibility allows the Board to utilizeuse its considerable experience and knowledge to elect a qualified director as Chairman of the Board, while maintaining the ability to separate the Chairman and Chief Executive Officer roles when appropriate. Currently, we have an Independent Chairman of the Board who is appointed annually by the independent directors.Board. The roles of Chairman and Chief Executive Officer have been separate since 2015. Our Chief Executive Officer has primary responsibility for the operational leadership and strategic direction of the Company, while our Independent Chairman facilitates our Board’s independent oversight of management. |
| | | | | | | | | | | | INDEPENDENT CHAIRMAN DUTIES | | | | | | Mr. Moore currently serves as Independent Chairman of the Board. Key responsibilities include: | | | • | | | Calling meetings of the Board and independent directors | | | • | | | Chairing executive sessions of the independent directors | | | • | | | Acting as a liaison between the independent directors and the Chief Executive Officer | | | • | | | Influencing Board culture | | | • | | | Setting the Board meeting agendas, as well as assuring that there is sufficient time for discussion of agenda items, in consultation with the other directors, the Chief Executive Officer and the Corporate Secretary | | | • | | | Providing input as to the content, quality, quantity and timeliness of information prepared by Company management for the board | | | • | | | Acting as an advisor to the Chief Executive Officer | | | • | | | Leading the annual self-assessment of the Board | | | •Overseeing the process for Chief Executive Officer succession and leading, at least annually, the Board's discussion of Chief Executive Officer succession planning | | | | |
| | | | | | 2 | Energizer Holdings, Inc.2021 2023 Proxy Statement | 9 |
Our Board has the following four Committees: (1) Audit, (2) Human Capital, (3) Finance and Oversight, and (4) Nominating and Governance. The membership and the function of each of the Board Committees are described below. Each of the Committees operates under a written charter adopted by the Board. During fiscal 2021, our Board held eight meetings. 
| | | | | | | | | | | | | | | | | Audit Committee | | | | | Members:
Bill G. Armstrong
Rebecca D. Frankiewicz
Donal L. Mulligan
Nneka L. Rimmer
Robert V. Vitale (Chair)
John E. Klein served as a member of the Audit Committee until November 2020.
Meetings in Fiscal 2021: 2023: 5
The Board has determined that each member of the Audit Committee is independent within the meaning of Energizer’s independence standards and applicable New York Stock Exchange (“NYSE”)NYSE and Securities and Exchange Commission (“SEC”)SEC rules and regulations.
Mr. Vitale and Mr. Mulligan are audit committee financial experts. | | | •
| •Reviews internal auditing, accounting, financial reporting, internal control and risk management functions | | • | Responsible for engaging and supervising our independent accountants, resolving differences, if any, between management and our independent accountants regarding financial reporting, pre-approving all audit and non-audit services provided by our independent accountants, and establishing procedures for the receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters | | • | Reviews (i) management’s programs to identify, assess, manage, and mitigate significant enterprise risks of the Company, including both strategic and operational risks, such as environmental and sustainability risks, and (ii) the Company’s risk management structures and practices, including cyber riskcybersecurity | | • | Exercises oversight of the Company’s compliance program and internal audit programs, with direct access to management •Oversees the environmental aspects of the Company’s environmental, social, and governance (ESG) program |
| | | | | | | | | | | | | | | | | Finance and Oversight Committee | | Members:
Carlos Abrams-Rivera
Kevin J. Hunt (Chair)
Mark S. LaVigne
Donal L. Mulligan
Robert V. Vitale
Alan R. Hoskins and John E. Klein served as members of the Finance and Oversight Committee until April 2021, and November 2020, respectively.
Meetings in Fiscal 2021: 2023:4
| | | •
| •Reviews our financial condition, objectives and strategies, and acquisitions and other major transactions, including capitalization and debt and equity offerings, and capital expenditures | | • | Reviews our annual business plan | | • | Makes recommendations to the Board concerning financing requirements, our share repurchase program and dividend policy, foreign currency management and pension fund performance | | • | Reviews casualty and liability insurance programs and requirements | | • | Reviews performance of defined benefit plan investment managers and trustees and the investment objectives |
| | | | | | 10 Energizer Holdings, Inc.2021 2023 Proxy Statement 3 | |
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| | | | | | | | | | | | | | | | | Human Capital Committee | | Members:
Bill G. Armstrong
Cynthia J. Brinkley (Chair)
Rebecca D. Frankiewicz
Kevin J. Hunt
Nneka L. Rimmer
Meetings in Fiscal 2021: 10
2023: 5 The Board has determined that each member of the Human Capital Committee is independent within the meaning of Energizer’s independence standards and applicable NYSE and SEC rules and regulations.
Compensation Committee Interlocks and Insider Participation
No member of the Human Capital Committee is or has been an officer or employee of the Company or any of its subsidiaries. In addition, no member of the Human Capital Committee had any relationships with the Company or any other entity that require disclosure under the proxy rules and regulations promulgated by the SEC. | | | •
| •Oversees the Company’s culture, including DEIB plans and programs as well as the social aspects of the Company’s environmental, social, and governance (ESG) program | | • | Reviews human capital management and related policies and procedures, and the consistency of such policies and procedures with the Company’s core values | | • | Reviews and approves the Company’s executive compensation philosophy and its programs, policies and practices and oversees compensation and benefits risks | | • | Reviews and approves corporate goals and objectives relevant to the Chief Executive Officer’s compensation, evaluates the Chief Executive Officer’s performance in light of those goals and objectives and determines and approves the Chief Executive Officer’s compensation | | • | Administers our equity plans and grants equity-based awards, including establishing criteria for performance-based awards and certification of their achievement, under the plan | | • | Administers and approves performance-based awards under our executive officer bonus plan | | • | Establishes performance criteria for performance-based awards and certifies as to their achievement
| | •
| Oversees the development of succession plans for the Chief Executive Officer and other executive officerssenior management | | • | Monitors management compensation and benefit programs and reviews principal employee relations policies | | • | Assists the Board in reviewing the results of any shareholder advisory votes, or responding to other shareholder communications, that relate to executive officer compensation, and considers whether to make or recommend adjustments to the Company’s policies and practices as a result of such votes or communications | | • | Reviews a report from management regarding potential material risks, if any, created by the Company’s compensation policies and practices | | |
| | | | | | | | | | | | | | | | | Nominating and Governance Committee | | Members:
Carlos Abrams-Rivera
Cynthia J. Brinkley
James C. Johnson (Chair)
Meetings in Fiscal 2021: 2023: 4
No The Board has determined that each member of the Nominating and Governance Committee is or has been an officer or employeeindependent within the meaning of the Company or any of its subsidiaries. In addition, no member of the NominatingEnergizer’s independence standards and Governance Committee had any relationships with the Company or any other entity that require disclosure under the proxyapplicable NYSE and SEC rules and regulations promulgated by the SEC. | | | •regulations.
| •Reviews, approves and recommends for Board consideration director candidates based on the director selection guidelines then in effect, and advises the Board with regard to the nomination or appointment of such director candidates | | • | Periodically reviews and makes recommendations to the Board regarding the appropriate size, role and function of the Board | | • | Develops and oversees a process for an annual evaluation of the Board and its committees | | • | Recommends to the Board, as appropriate, the number, type, functions, and structure of committees of the Board, and the Chair of each such committee | | • | Develops, updates as necessary and recommends to the Board corporate governance principles and policies | | • | Oversees the Company’s governance strategy matters, including the governance aspects of the Company’s environmental, social, and governance (ESG) program | | • | Administers our stock ownership guidelines | | • | Conducts the annual self-assessment process of the Board and its committees |
| | | | | | 4 | Energizer Holdings, Inc.2021 2023 Proxy Statement | 11 |
MANAGEMENT SUCCESSION PLANNING | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | One of the Board’s primary responsibilities is to oversee the development of executive-level talent to successfully execute the Company’s strategy. Management succession is regularly discussed by the independent directors in executive session and with the Chief Executive Officer. The Board reviews candidates for all senior executive positions to confirm that qualified successor-candidates are available for all positions and that development plans are being utilizedused to strengthen the skills and qualifications of successor-candidates. | | | Our Independent Chairman oversees the process for the Chief Executive Officer succession and leads, at least annually, the Board’s discussion of Chief Executive Officer succession planning. Our Chief Executive Officer reviews development plans for successors of the other executive officersenior management roles with the Board. Directors engage with potential Chief Executive Officer and executive officer talent at Board and Committeecommittee meetings and in less formal settings to enable directors to personally assess candidates. The Board reviews management succession in the ordinary course of business as well as contingency planning. | | | | | | | | | | | Interaction with executive officers at Board and Board Committee meetings and other Board events, including annual strategy planning meeting | | | | Thorough succession planning meeting with the Human Capital Committee at least annually | | | | | | | | | | | | Human Capital Committee monitors career development of executive officers | The Chief Executive Officer reviews performance of executive officers with the Human Capital Committee | | | | | | | | | | | | | | | |
Effective January 1, 2021, Energizer’s Board elected Mr. LaVigne to serve as CEO following Mr. Hoskins’ retirement. Mr. LaVigne’s appointment was the result of our Board’s active engagement in a thoughtful and comprehensive multi-year succession planning process led by our Independent Chairman, the Chair of our Human Capital Committee and the Chair of our Nominating and Governance Committee. Our Board determined that Mr. LaVigne’s proven track record of driving continued growth and performance improvement in our businesses, as well as his deep understanding of our markets, uniquely positioned him to lead our businesses in our Company’s next phase of growth.
Effective October 1, 2021, Energizer’s Board appointed John J. Drabik as Executive Vice President and Chief Financial Officer following Mr. Gorman’s retirement. Similar to the process discussed above with respect to our recent CEO transition, our Board thoughtfully engaged in the planning process for Mr. Gorman’s successor. The Board determined that Mr. Drabik’s skills, experience and accomplishments throughout his nearly 20 years at the Company in roles of increasing responsibility put him a position to lead the finance function as the Company’s Chief Financial Officer. | | | | | | 12 Energizer Holdings, Inc. 2023 Proxy Statement | |
BOARD AND COMMITTEE EVALUATIONS The Board and each Committee conductscommittee conduct an annual self-evaluation to assess effectiveness and consider opportunities for improvement. The self-evaluation process is managed by the Nominating and Governance Committee. The Independent Chairman of the Board as well as each Committee Chair leads the Board and Committeecommittee in a robust assessment on an annual basis.
| | | | | | | | | | | | | | | | | | | ANNUAL
PROCESS
INITIATION | | > | >
| | | The Nominating and Governance Committee initiates the annual assessment process for the Board and committee evaluations, and periodically, individual director evaluation process and presents the proposed approach to the Board for comment. evaluations. | | WRITTEN
QUESTIONNAIRES | | WRITTEN QUESTIONNAIRES
> | | | >
| | | After review and approval by the Nominating and Governance Committee, written questionnaires are sent to all directors; the questionnaires focusdirectors, focusing on:
•Effectiveness of the Board’s leadership and Committeecommittee structure
•Quality of Board materials and agendas
•Engagement of and preparation by Board and Committeecommittee members
•Board and Committeecommittee composition and succession planning
•Board and Committeecommittee culture and dynamics, including the effectiveness of discussion and debate at meetings
•Peer feedback for each individual director (if applicable) | | REVIEW | | REview
> | | | >
| | | The Nominating and Governance Committee Chair and Independent Chairman review the directors’ responses to the Board Questionnaire,questionnaire and, eachif applicable, the individual director evaluations. Each Committee Chair reviews the directors’ responses to the committee questionnaires. | | FEEDBACK | | Feedback
> | | | >
| | | The Nominating and Governance Committee Chair and Independent Chairman lead a discussion with the Board and summarize the directors’ responses to the Board and Committee questionnaires. Each Committee Chair also leads a discussion with each Committee and summarizes the Committeecommittee members’ responses to the Committee questionnaires. The results of any peer evaluations are considered by the Nominating and Governance Committee Chair, in consultation with the Independent Chairman, and individual director feedback is discussed with individual directors, as needed. | | CONTINUOUS
IMPROVEMENT | | CONTINUOUS IMPROVEMENT
> | | | >
| | | The Board incorporates the feedback into enhancements relating to oversight, structure, composition and meetings. |
| Energizer Holdings, Inc. 2021 Proxy Statement 5
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ENHANCEMENTS MADE IN RESPONSE TO BOARD AND COMMITTEE SELF-ASSESSMENTS
In response to recent feedback solicited from our Board and Committees, we continue to:
Streamline meeting materials to better highlight important information and provide timely updates, as needed
Refine meeting structure to allow sufficient time during Board and Committee meetings for discussion, debate and executive sessions
Evolve the matrix of Board skills and experiences needed to support the long-term strategy
Identify additional areas, including the competitive environment, digital economy and capital allocation strategy, which the Board would like to review and understand in detail
Enhance our governance documents, including recent revisions to our Committee charters and Corporate Governance Principles
Add to the range of information on ESG topics, including human capital management and DEIB, at the Board and Committee level
DIRECTOR SUCCESSION PLANNING PROCESS The Nominating and Governance Committee regularly reviews the composition of the Board and its committees, including the qualifications, expertise, backgrounds and characteristics that are represented in the current Board as well as the criteria it considers needed to support Energizer’s long-term strategy. After an in-depth review of the candidates, the Nominating and Governance Committee recommends candidates to the Board in accordance with our Articles of Incorporation, Bylaws, our Corporate Governance Principles and the criteria adopted by the Board regarding director candidate qualifications. After careful review and consideration, the Board will nominate candidates for election, or re-election, at our Annual Shareholders’ Meeting. The Board may appoint a director to the Board during the course of the year to serve until the next Annual Shareholders’ Meeting. The Company’s Corporate Governance Principles provide that directors are not eligible for re-election upon reaching age 75; however, on the recommendation of the Nominating and Governance Committee, the Board may waive these requirements on an annual basis as to any director if there are unusual circumstances that warrant a waiver to retain needed continuity and expertise or for other business reasons that are in the best interests of the Company.  | | | | | | | Energizer Holdings, Inc. 2023 Proxy Statement 13 |
composition. As a result of this process, the Nominating and Governance Committee retained an independent third party to assist in identifying potential director candidates with backgrounds, skills and experiences that would enhance the Board's overall capability to guide the Company's strategic vision.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Board and Nominating and Governance Committee determine desired criteria, including diversity, skills and experience of director candidates | | | Director candidates identified by search firm, Board members, colleagues and shareholders | | | Nominating and Governance Committee evaluates candidates of interest against selection criteria, individual characteristics and qualifications | | | | | | | | | | | | | | | | | | | | | | | | | | Nominating and Governance Committee Chair and the Independent Chairman conduct interviews and gather information; other Board members may also meet with candidates | | | Nominating and Governance Committee discusses each director candidate, evaluates potential contributions to the Board as a whole and recommends the potential candidate to the Board | | | The Board votes to elect director candidate based on an assessment of his or her qualifications and potential contributions to the Board | | | | | | | | |
The Nominating and Governance Committee identifies potential candidates for first-time nominations as directors through various sources, including recommendations it receives from the following: •Current and former Board members, •Third-party search firms, and •Shareholders, colleagues and other stakeholders. 6 Energizer Holdings, Inc. 2021 Proxy Statement
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The Nominating and Governance Committee has the authority to engage a third-party search firm to identify and provide information on potential candidates. A key objective ofAlthough the Nominating and Governance Committee in connection with its identification of potential director candidates is to use multiple sources and actively seek out qualified women and ethnically diverse candidates in order toCompany does not have a diverse candidate poolformal policy with respect to diversity matters, in addition to the criteria for each searchmembership on the Board undertakes. Mr. Mulligan, who was elected as a director byof Directors outlined in the Company's Corporate Governance Principles, the Board effective April 1, 2021, was first suggested for considerationalso considers factors such as a candidate todiversity on the Nominatingbasis of race, color, national origin, gender, religion, disability and Corporate Governance Committee by a third-party search firm.sexual orientation.
| | | | | | 14 Energizer Holdings, Inc. 2023 Proxy Statement | |
SHAREHOLDER ENGAGEMENT We conduct shareholder engagement throughout the year and provide shareholders with an opportunity to cast an annual, advisory Say on Pay vote. At the Annual Meeting, we are also holding an advisory vote of our shareholders to determine the preferred frequency of future Say on Pay votes (“Say on Frequency”). Our historical Say on Pay results influenced our decision to maintain a consistentour approach to our executive compensation program for fiscal 2021.2023. Last year, our shareholders overwhelmingly approved our executive compensation program. The Human Capital Committee will continue to consider shareholder feedback and the outcome of the Say on Pay and Say on Frequency votes for future compensation decisions. We have a robust shareholder and stakeholder engagement program. Our integrated outreach team engages proactively with our shareholders and other stakeholders, including our colleagues, customers, consumers, supplierscolleagues, partners and the communities where we operate. Our outreach team monitors developments in corporate governance and social responsibility, and, in consultation with our Board, thoughtfully adopts and applies developing practices in a manner that best supports our business and our culture. We actively engage with our shareholders and stakeholders in a number of forums on a year-round basis. During fiscal 2023, we contacted a subset of our largest institutional investors and invited them to engage in a dialogue on various governance-related topics. While the engagements are primarily conducted by management, Board members also participate when appropriate. | This year, as part of our recurring engagement with shareholders, our outreach included, among other things, an update on our Board composition.
| | | | | | | | | | | | | | | | | | | | Our engagement activities have produced valuable feedback that helps inform our decisions and strategy, when appropriate.
| | Outreach to holders of approximately
50% OF OUR OUTSTANDING
SHARES IN FISCAL 2023
| | | BROAD RANGE OF BUSINESS AND
GOVERNANCE TOPICS
| | | 1. Business Strategy
2. Operations
3. Risk Management
4. Human Capital Management
5. Executive Officer Succession
6. Board Refreshment
7. Sustainability and other ESG topics
| | | | | | | | | | | | | |
BOARD OVERSIGHT OF STRATEGY The Board is responsible for providing governance and oversight regarding the strategy, operations and management of the Company. Acting as a full Board and through the Board’s four standing committees, the Board is involved in the Company’s strategic planning process. Each year, the Board holds a strategy planning meeting during which members of senior leadership present the Company’s overall corporate strategy and seek input from the Board. At subsequent meetings, the Board continues to review the Company’s progress against its strategic plan. In addition, throughout the year, the Board will review specific strategic initiatives where the Board will provide additional oversight. The Board is continuously engaged in providing oversight and independent business judgment on the strategic issues that are most important to the Company. | | | | | | | Energizer Holdings, Inc.2021 2023 Proxy Statement 715 |
Our Board is responsible for, and committed to, the oversight of the business and affairs of our Company. In carrying out this responsibility, our Board advises our senior management to help drive long-term value creation for our shareholders and oversees management’s efforts to ensure that our expectations are appropriately communicated and embraced throughout the Company. The Board, acting both directly and through its Committees,committees, is actively involved in oversight of the significant risks affecting our business. The Board and its Committees’committees’ risk oversight activities are informed by our management’smanagement risk assessment and risk management processes. Our Board monitors our “tone at the top” and risk culture and oversees emerging strategic risks. Risk management is overseen by our Board through the Board’s Committees.committees. Each Committeecommittee provides regular reports to the Board regarding matters reviewed by their committee. In particular, each Committeecommittee focuses on overseeing the following risks:areas:  | AUDIT
| | | | | | HUMAN CAPITAL
| | | | | | FINANCE AND
OVERSIGHT
| | | | | | NOMINATING AND
GOVERNANCE
| | | | | | | | | | | | | | | | | | BOARD | | | | | | | | | | | | | | | | | | | | | | | | | | | | AUDIT | | HUMAN CAPITAL | | FINANCE AND
OVERSIGHT | | NOMINATING AND
GOVERNANCE | | | | | | | | | | | | • Cybersecurity
Internal auditing, accounting, financial reporting, internal control and risk management •Management’s programs to identify, assess, manage and mitigate enterprise risks •Compliance and internal audit programs •Cybersecurity •Environmental and sustainability
• Internal and external fraud
• Financial reporting
risk
• Expense risk
• Oversight of global audit and compliance functions
• Oversightaspects of the Company’s risk management structures and practicesESG program
| | | | | | •Culture,
• including Diversity, Equity, Inclusion and Belonging
•Compensation and benefits risk
• Talent risk
Equity incentive awards •CEO performance •CEO and Executive Officersenior management performancesuccession planning •Social aspects of the Company’s ESG program | | •Financial condition, objectives and succession planningstrategies •Insurance risk •Liquidity •Capital allocation •Capital investments •Tax structure | | | | | | • Market risk
• Insurance risk
• Liquidity risk
• Credit risk
• Capital allocation risk
• Capital investments
• Tax Structure
| | | | | | • Board effectiveness
•Board governance practices and strategy
• BoardDirector succession planning •Governance aspects of the Company’s ESG program | | | | | | | | | | | | | | | | | | | | | | | | | | | MANAGEMENT | | | | |
The Board’s oversight role in risk oversight is consistent with the Company’s leadership structure, with management having day-to-day responsibility for assessing and managing the Company’s risk exposure and the Board, directly and through its Committees,committees, providing oversight in connection with those efforts, with particular focus on the most significant risks facing the Company. Management meets regularly to discuss our business strategies, challenges, risks and opportunities and reviews those items with the Board at regularly scheduled meetings. As part of these discussions, management provides a report to the BoardAudit Committee on information security matters quarterly with a formal presentation to the Board at least annually. The risk oversight responsibility of the Board and its Committeescommittees is enabled by management evaluation and reporting processes that are designed to provide visibility to the Board about the identification, assessment and management of critical risks and management’s risk mitigation strategies. Management of day-to-day operational, financial, legal and compliance risks is the responsibility of operational and executive leadership of the Company. | | | | | | 16 Energizer Holdings, Inc. 2023 Proxy Statement | |
Management has established a comprehensive risk management process that is facilitated by our Vice President,Senior Director of Internal Audit and our Senior Director of Global Ethics and& Compliance and includes our Global Executive Team, which consists of a cross functional team of senior leaders and executives. Semi-annually, top risks are identified, assessed and key mitigation strategies are developed by the risk owners. At least annually, the boardBoard or relevant committee reviews the top risk areas and receives reports more regularly for certain risk areas to ensure risks are being adequately managed. 8 Energizer Holdings, Inc. 2021 Proxy Statement
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Our principles of ensuring colleague health and safety and preserving business continuity have guided us well in our decision-making throughout the pandemic. We have addressed risks quickly and deployed mitigation plans executed by empowered local teams.
Throughout the pandemic, the Board has continued to advise management as it responds to changing conditions. In addition to providing guidance and support, the Board reviewed our key strategic initiatives to increase and preserve our liquidity and financial flexibility, fortify our balance sheet, manage supply chain issues, and mitigate the risks presented by COVID-19 and its effect on global markets.
Beyond the full Board’s involvement, our Board Committees have been addressing pandemic-related risks, including
• Internal controls and reporting (Audit Committee)
• Liquidity (Finance and Oversight Committee)
• Compensation, retention, culture and colleague health and safety (Human Capital Committee)
| |
At Energizer, our values areculture is the foundation for all that we do, and we work hard to be the best and play by the rules, while valuing every colleague and partner that makes up our team. Our Code of Conduct is based on our Company valuesculture and serves as the foundation for our individual actions and decisions as colleagues. Our Code of Conduct applies to all colleagues, including our Board and senior management, and we require our Board and all colleagues, including our senior management, to adhere to the Code of Conduct in discharging their work-related responsibilities and annually acknowledge their review of and compliance with the Code.Code of Conduct. Our Code of Conduct is periodically reviewed and amended by the Board. Our Ethics & Compliance program is directed by our Senior Director of Global Ethics & Compliance, who oversees the training on and enforcement of the Code of Conduct. We provide live and web-based training on specific aspects of the Code of Conduct and specific ethics and compliance risk areas. Colleagues are expected to report any conduct they believe in good faith to be a violation of the Code of Conduct, and we do not tolerate retaliation against anyone who makes such a report. Colleagues have multiple avenues to ask questions and share concerns, including speaking with their direct supervisor, contacting Human Resources, or calling the 24/7 ethics and compliance help line staffed by an independent third party and available in 14 languages. The Code of Conduct is posted on our website at https://investors.energizerholdings.com/corporate-governance. We will disclose on our website any future amendments of the Code of Conduct or any waivers granted to our executive officers from any provision of the Code of Conduct. Our commitment to our valuesculture will help us continue to lead in the markets where we work and make our brand globally known and respected. We also have a Supplier Code of Conduct which sets forth our Company’s basic expectations for environmental, labor, supplier working conditions and ethical practices that suppliers are expected to meet in order to do business with our Company. We hold our suppliers to a high standard and use a risk-based approach to audit suppliers for ongoing compliance with the Supplier Code of Conduct. | | | | | | | Energizer Holdings, Inc.2021 2023 Proxy Statement 917 |
COMMUNICATING CONCERNS TO THE BOARD | | | | | | | | | | | | | | | | | | | | | | | | | Shareholders and other interested parties may communicate directly with our Board, any Committeecommittee of our Board, any individual Director (including the Independent Chairman and the Committee Chairs) or the non-employee Directors as a group, by writing to: | | | | | | | | | | | | | | | | Corporate Secretary
Energizer Holdings, Inc.
533 Maryville University Drive
St. Louis, MO 63141
| | | | | | | | | | | | | | | | | | Energizer’s Corporate Secretary reviews all correspondence addressed to our Directors and provides the Board with copies of all communications that deal with the functions of our Board or its committees, or that otherwise require Board attention. Concerns relating to our financial statements, accounting practices, internal controls or violations of our Code of Conduct are addressed in accordance with the procedures outlined in our Code of Conduct, which is available on our website at http:https://investors.energizerholdings.com/corporate-governance and are forwarded to the Chair of the Audit Committee. | | | | | | | |
| | | | | | 10 18 Energizer Holdings, Inc.2021 2023 Proxy Statement
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DIRECTOR NOMINATION CRITERIA, QUALIFICATIONS, EXPERIENCE AND INDEPENDENCEEnergizer, a global branded consumer products company, is one of the world’s largest manufacturers and distributors of primary batteries, portable lights and auto care appearance, performance, refrigerant and fragrance products. The Nominating and Governance Committee is responsible for recommending candidates for election to our Board of Directors, consistent with the skills and experience required of the Board in exercising its oversight function and strategic priorities in addition to the requirements for membership set forth in our Corporate Governance Principles. We have nine nominees for the Board of Directors, all of whom serve on our current Board of Directors. Mr. Abrams-Rivera and the Company have discussed his increasing responsibilities as the incoming Chief Executive Officer of Kraft Heinz, beginning in January 2024. As a result of those discussions, the Nominating and Governance Committee determined not to nominate Mr. Abrams-Rivera for re-election at the 2024 Annual Shareholders' meeting. Energizer congratulates Mr. Abrams-Rivera on his appointment and thanks him for his service to the Board, the Company and our shareholders. CRITERIA, QUALIFICATIONS, EXPERIENCE AND INDEPENDENCE | | | | | | | | | | | | | | | For all directors, we require integrity, energy, forthrightness, analytical skills and commitment to devote the necessary time and attention to the Company’s affairs. In evaluating the suitability of individual director candidates, our Board considers many factors, including educational and professional background; personal accomplishments; industry experience; and diversity of thought as well as background, including on the basis of race, color, national origin, gender, religion, disability and sexual orientation. The Nominating and Governance Committee works with our search firm to ensure the candidate slate provided to the Committee includes diverse candidates.
Directors should be able to devote sufficient time to the affairs of the Company and be diligent in fulfilling the responsibilities of a director and Board Committee member, including developing and maintaining sufficient knowledge of the Company and its industries; reviewing and analyzing reports and other information important to the Board and Committee responsibilities; preparing for, attending and participating in Board and Committee meetings; and satisfying appropriate orientation guidelines. The Nominating and Governance Committee is also responsible for articulating and refining specific criteria for Board and Committee membership to supplement the more general criteria. | | | KEY CRITERIA | | | | ✔ üEngaged
| | | ✔ üHigh personal integrity
| | | ✔ üDiversity of backgrounds
and experience | | | ✔ üFree of potential conflicts of interest
| | | ✔ üWillingness to challenge and stimulate management
| | | ✔ üAbility to devote sufficient time to serve
| | | ✔ üCommitment to representing the interests of all shareholders
| |
The Board does not believe that directors should expect to be re-nominated annually. In determining whether to recommend a director for re-election, the Nominating and Governance Committee considers the director’s participation in and contributions to the activities of the Board, the results of the most recent Board self-assessment (including any peer feedback), and meeting attendance. When the Nominating and Governance Committee recruits new director candidates, that process typically involves either a search firm or a member of the Nominating and Governance Committee contacting a prospectprospective candidate to assess interest and availability. A candidate willCandidates then meet with members of the Board and | | | | | | | Energizer Holdings, Inc. 2023 Proxy Statement 19 |
the Chief Executive Officer, and, as appropriate, with members of management. At the same time, the Committee and the search firm will contact references for the candidate. A background check is completed before a final candidate recommendation is made to the Board. Mr. Mulligan, who was elected as a director by the Board effective April 1, 2021, was first suggested for consideration as a candidate to the Nominating and Corporate Governance Committee by Russell Reynolds Associates, a third-party search firm that was paid a fee for its services, which consisted of researching and recommending potential candidates.
The Nominating and Governance Committee also considers shareholder recommendations for candidates for the Board of Directors using the same criteria described below. Additional information can be found in the section “Shareholder Proposals for the 20232025 Annual Shareholders’ Meeting.” | Energizer Holdings, Inc. 2021 Proxy Statement 11
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Having an independent board is a critical element of our corporate governance. Our Corporate Governance Principles provide that a majority of our directors be independent. Our Board has adopted director independence guidelines to assist in determining each director’s independence. The guidelines either meet or exceed the independence requirements of the NYSE.NYSE and SEC. Each year, and before a new director is appointed, the Board must affirmatively determine a director has no relationship that would interfere with the exercise of independent judgment in carrying out his or her responsibilities as a director. Annually, each director completes a detailed questionnaire that provides information about relationships that might affect the determination of independence. Management provides the Nominating and Governance Committee and Board with relevant known facts and circumstances of any relationship bearing on the independence of a director or nominee. The Nominating and Governance Committee then completes an assessment of each director and nominee, considering all known relevant facts and circumstances concerning any relationship bearing on the independence of a director or nominee. This process includes evaluating whether any identified relationship otherwise adversely affects a director’s independence and affirmatively determining that the director has no material relationship with the Company, another director, or as a partner, shareholder, or officer of an organization that has a relationship with the Company. The Board has determined that all of our nominees, other than Mr. LaVigne, are independent within the meaning of Energizer’s independence standards (which may be found in our Corporate Governance Principles) and applicable NYSE rules. Mr. Klein, who retired as a director in November 2020, was previously considered to be an independent director. Mr. Hoskins, who was a member of the Board until April 1, 2021, was not an independent director due to his prior service as the Company’s CEO.and SEC rules and regulations. The Company’s Corporate Governance Principles provide that the Board will not nominate individuals for election or re-election as directors after they have attained age 75. On the recommendation of the Nominating and Governance Committee, the Board may waive these requirements on an annual basis as to any director if there are unusual circumstances that warrant a waiver to retain needed continuity and expertise or for other business reasons that are in the best interests of the Company.
| | | | | | 12 20 Energizer Holdings, Inc.2021 2023 Proxy Statement
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BOARD SKILLS AND EXPERIENCE
In 2023, the Nominating and Governance Committee reviewed and updated the skills and experience that it believes are integral to the Board's composition. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 9 | | | | | | | | | | | Executive Leadership Experience Significant experience leading a large organization or function such as a CEO, CFO, CAO, COO, General Counsel, Division President, or similar role. |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 6 | | | | | | | | | | | | | | Operations, Sales & Marketing Experience Experience with brand management, distribution, eCommerce, logistics, innovation, marketing, and/or sales. |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 5 | | | | | | | | | | | | | | | CPG Industry Experience Experience in the consumer-packaged goods industry. |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 8 | | | | | | | | | | | | Global / International Experience Experience leading an organization with a global presence. | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 5 | | | | | | | | | | | | | | | Financial Expertise Proficiency in finance, capital allocation, and financial reporting processes gained from experience acting as, or actively supervising, a principal financial officer, principal accounting officer, controller, public accountant or auditor, or one or more positions that involve the performance of similar functions. |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3 | | | | | | | | | | | | | | | | | Legal / Compliance Experience Background in the field of law, experience with regulatory matters, risk management and/or compliance issues. |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 7 | | | | | | | | | | | | | Human Capital Management Knowledge of executive compensation and management of human capital and succession planning gained from serving as a human resources executive or other relevant experience. |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 9 | | | | | | | | | | | M&A / Corporate Strategy Experience leading business value creation through acquisitions, divestitures, and other business transactions. |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 9 | | | | | | | | | | | Public Company Governance An understanding of corporate governance, public company board dynamics and processes, and shareholder relations. |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 6 | | | | | | | | | | | | | | ESG Ability to provide insight and perspective in executing against ESG priorities. | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 5 | | | | | | | | | | | | | | | Technology and Information Security Knowledge of technology trends and ability to support effective oversight of our cybersecurity risks. |
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Below is information regarding the composition of our Board, which consists of 11 directors, who are all nominated for continued service on the Board:
DIRECTOR NOMINEE QUALIFICATIONS, EXPERTISE AND ATTRIBUTES | | | | | | | Energizer Holdings, Inc.2021 2023 Proxy Statement 1321 |
BOARD DIVERSITY
| | | | | AVERAGE TENURE IS 5.5 YEARS | |
| | | | | AVERAGE AGE IS 61 YEARS OLD | |
| | | | | | 22 Energizer Holdings, Inc. 2023 Proxy Statement | |
| | | | | | | | | | | | | | | | | | | | | PROPOSAL
1 | | | Resolution to ElectElection of Directors
| | | ✔üThe Board recommends a vote FOR each of the nominees listed in this proposal.
| | | | |
Set forth in this section are each nominee’s name, age, principal occupation, business experience, and other current and prior public company directorships held during the past five years. We also discuss the qualifications and skills that led our Board to nominate each person for election as a director. All of the nominees agreed to be named in this Proxy Statement and to serve if elected. If for some reason a nominee is unable to serve, or for good cause will not serve if elected, the proxies may be voted by the named proxies for a substitute nominee, if any, who may be designated by the Board to fill the vacancy. Alternatively, the Board may reduce its size. INFORMATION ABOUT NOMINEES
Carlos Abrams-Rivera
U.S. Zone President, Kraft Heinz
| Age: 54
| | | Director since 2020
| | | | | | | | | | | | | | | | | | | | Independent Director
Energizer Committees:
Finance and Oversight
Committee
Nominating and
Governance Committee
| | | Mr. Abrams-Rivera has served as U.S. Zone President at The Kraft Heinz Company, one of the largest global food and beverage companies, since 2020. Prior to his current role at Kraft Heinz, Mr. Abrams-Rivera served as Executive Vice President Campbell Soup Company since 2019 and President, Campbell Snacks from 2018 to 2020. Prior to that, Mr. Abrams-Rivera was President, Pepperidge Farm from 2015 to 2018, where he led the turnaround of the business and led the strategic work that led to the company’s snack strategy and acquisition of Snyder’s Lance. Mr. Abrams-Rivera previously spent 21 years in leadership roles with the business that is today known as Mondelēz International, which encompasses the former Kraft Foods global snack and food brands. His prior roles included President of Gum & Candy for Mondelēz Latin America and President of Mondelēz Mexico.
| | | | | | | | | Skills and Experience:
| | | • Business Operations
| | | • Consumer Packaged Goods
| | | | | | • Financial Literacy
| | | | | | • International
| | | | | | • M&A
| | | | | | • Marketing/Sales
| | | | | | • Strategy
| | | | | | | | | | | | | | | Mr. Abrams-Rivera’s rich international experience, strong consumer packaged goods background and expertise in launching new products, brand-building, marketing and partnership with customers across sales channels provides a perspective critical to helping Energizer build long-term shareholder value.
| |
 Bill G. Armstrong
Retired Executive Vice President and Chief Operating Officer, Cargill Animal Nutrition
| Age: 73
| | | Director Since 2015
| | |
Independent Director
Energizer Committees:
Audit Committee
Human Capital Committee
| | | Mr. Armstrong is a private equity investor. From 2001 to 2004, Mr. Armstrong served as Executive Vice President and Chief Operating Officer at Cargill Animal Nutrition. Prior to his employment with Cargill, Mr. Armstrong served as Chief Operating Officer of Agribrands International, Inc., an international agricultural products business, and as Executive Vice President of Operations of the international agricultural products business of Ralston Purina Company. He also served as managing director of Ralston’s Philippine operations, and during his tenure there, was a director of the American Chamber of Commerce.
| | | | | | | | | Skills and Experience:
| | | • Financial Literacy
| | | • Public Company Experience
| | | | | | • Business Operations
| | | | | | • Consumer Packaged Goods
| | | | | | • International
| | | | | | • Marketing/Sales
| | | | | | • Consumer Packaged Goods
| | | | | | | | | | | | As a result of Mr. Armstrong’s international and operational background, as well as his extensive experience with corporate transactions, he provides a global perspective to the Board, which has become increasingly important as our international operations represent a significant portion of our annual sales.
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14 Energizer Holdings, Inc. 2021 Proxy Statement
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Cynthia J. Brinkley
Retired Chief Administrative and Markets Officer, Centene Corporation | | | | | | | | Age: 62 64 | | | Director Since 2015 | | |
Independent Director
Energizer Committees:
Human Capital Committee
(Chair)
Nominating and
Governance Committee
Other Public Company
Board:
• Ameren Corporation
| | ��� | Ms. Brinkley was Chief Administrative and Markets Officer forserved in multiple leadership roles at Centene Corporation, a government services managed care company, including as its Chief Administrative and Markets Officer from 2018 until 2019. Ms. Brinkley also served as Centene Corporation’s President and Chief Operating Officer of Centene from 2017 until 2018, Executive Vice President, Global Corporate Development of Centene from 2016 until 2017 and as Executive Vice President, International Operations and Business Integration of Centene from 2014 until 2016. Prior to joining Centene in 2014, Ms. Brinkley wasserved as Vice President of Global Human Resources for General Motors from 2011 to 2013. Prior to GM, she wasShe also held various leadership roles at AT&T, Inc., including Senior Vice President of Talent Development, and Chief Diversity Officer, for AT&T from 2008 to 2011. Ms. Brinkley worked for SBC Communications from 1986 to 2008, lastly asand President of SBC / AT&T Missouri, when SBC Communications acquired AT&T. | Missouri. | | | | | | | | | Other Public Company Board: •Ameren Corporation | | Skills and Experience: | | | | •Executive ManagementLeadership | •Operations, Sales and Marketing | •Global / International Experience | | | • Financial Literacy | | | | | | • Public Company Experience
| | | | | | • Business Operations
| | | | | | • International
| | | | | | • M&A/Capital Markets
| | | | | | • Public Relations
| | | | | | • Human Capital Management
| •M&A / Corporate Strategy | •Public Company Governance | | | •ESG | | | • Legal/Regulatory
| | | | | | | | | | | | Ms. Brinkley brings significant experience in communications and human capital management as well as extensive experience as a senior executive at Fortune 10 and Fortune 50 companies to our Board of Directors and provides the Board with a unique perspective on high-profile issues facing our core businesses. |
| | | | | | | Energizer Holdings, Inc. 2023 Proxy Statement 23 |
Rebecca Frankiewicz
President, ManpowerGroup North America
| | | | | | | | | | | | | | | | | | | | | | | | | | Rebecca D. Frankiewicz President, North America Region and Chief Commercial Officer, ManpowerGroup | | | | | | | | | Age: 50 52 | | | Director since 2020 | | |
Independent Director
Energizer Committees:
Audit Committee
Human Capital Committee | | | Since June 2022, Ms. Frankiewicz has served as the President, of ManpowerGroup North America a $4 billion segment comprised of 5,000 employeesRegion and 11,000 clientsChief Commercial Officer of ManpowerGroup, Inc., a world leader in innovation workforce solutions.solutions, responsible for over $10 billion in revenue and over 4,000 employees. Prior to her current position, Ms. Frankiewicz served as President, North America from July 2017 to May 2022. Before joining ManpowerGroup, Ms. Frankiewicz held a variety of different roles,positions at PepsiCo between 2006 and 2017, including leading one of PepsiCo’s largest subsidiaries, Quaker Foods North AmericaAmerica. In that role she was responsible for PepsiCo. She held roles in innovation, strategy, marketing/the $2.6 billion business, leading all functions, sales, and finance functions at PepsiCo from 2006 to 2017.manufacturing. Prior to PepsiCo, Ms. Frankiewicz served as a strategic consultant at Deloitte Consulting and Andersen Consulting and began her career at Procter & Gamble Company. | | | | | | | | | | Other Public Company Board: •None | | Skills and Experience: | | | | • Business OperationsExecutive Leadership | •Operations, Sales and Marketing | •Global / International Experience | | | • Consumer Packaged Goods | | | | | | • Financial Literacy
| | | | | | • Marketing/Sales
| | | | | | • Innovation
| | | | | | • Strategy
| | | | | | • Human Capital Management
| •M&A / Corporate Strategy | •Public Company Governance | | | •ESG | | | | | | | | | | | | Ms. Frankiewicz’Frankiewicz’s extensive senior leadership experience advising international consumer goods companies on complex management and strategy matters provides unique perspective and expertise to the Board’s strategic planning process. Additionally, Ms. Frankiewicz’Frankiewicz’s leadership role at one of thea leading global workforce solutions company provides the Board with insight on human capital management issues, including recruitment, retention and inclusion and diversity. | |
| | | | | | | | | | | | | | | | | | | | | | | | | Energizer Holdings, Inc. 2021 Proxy Statement 15 |
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 | Kevin J. Hunt
Retired Chief Executive Officer and President, Ralcorp Holdings, Inc. | | | | | | | | | Age: 7072 | | | Director Since 2015 | | |
Independent Director
Energizer Committees:
Finance and Oversight
Committee (Chair)
Human Capital Committee
Other Public Company
Board:
• Clearwater Paper
Company
| | | Mr. Hunt served as President and Chief Executive Officer of Ralcorp Holdings, Inc., a producer of private-brand foodfoods and food service products, company, from 2012 to 2013, upon its acquisitionwhen it was acquired by ConAgra Foods, Inc. Prior to serving as its President and Chief Executive Officer, Mr. Hunt previously served as Ralcorp Holdings, Inc.’s Co-Chief Executive Officer and President of Ralcorp Holdings from 2003 to 20112012 and as its Corporate Vice President from 1995 to 2003. Prior to joining Ralcorp Holdings, heMr. Hunt was Director of Strategic Planning for Ralston Purina and before that heserved in various marketing roles. Prior to Ralston Purina, Mr. Hunt was employed in various marketing and general management roles in international and domestic markets and general management by American Home Products Corporation. | | |
| | | He currently servespreviously served as a Senior Advisor to C.H. Guenther & SonSons, Inc. and previously served as a consultant to Treehouse Foods and on the advisory Board of the Vi-Jon Company, owned by Berkshire Partners. | | | | | | | | | | Other Public Company Board: •Clearwater Paper Company | | Skills and Experience: | | | | •Executive ManagementLeadership | •Operations, Sales and Marketing | •CPG Industry | | | •Global / International Experience | | •Financial Expertise | • Financial Literacy | | | | | | • Business Operations
| | | | | | • Consumer Packaged Goods
| | | | | | • International
| | | | | | • M&A/Capital Markets
| | | | | | • Marketing/Sales
| | | | | | • Human Capital Management
| | | | •M&A / Corporate Strategy | | | •Public Company ExperienceGovernance | | | | | | | | | | | | | | | As a former Chief Executive Officer and President of a NYSE-listed company, Mr. Hunt brings his considerable experience to our Board and the Committees thereofcommittees on which he serves. |
| | | | | | 24 Energizer Holdings, Inc. 2023 Proxy Statement | |
 | | | | | | | | | | | | | | | | | | | | | | | | | | | James C. Johnson
Retired General Counsel, Loop Capital Markets LLC | | | | | | | | | Age: 6971 | | | Director Since 2015 | | |
Independent Director
Energizer Committee:
Nominating and
Governance Committee (Chair)
Other Public Company
Boards:
• Ameren Corporation
• Hanesbrands Inc.
• Edgewell Personal Care Company
| | | Mr. Johnson served as General Counsel of Loop Capital Markets LLC, a financial services firm, from 2010 until his retirement in 2014. From 1998 to 2009, Mr. Johnson served in a number of positions at The Boeing Company, an aerospace and defense firm, including serving as Vice President, Corporate Secretary and Assistant General Counsel from 2003 until 2007, and Vice President and Assistant General Counsel, Commercial Airplanes from 2007 until 2009. In 2018, Mr. Johnson completed the NACD Cyber-Risk Oversight Program and earned the CERT Certificate in Cybersecurity Oversight, demonstrating his commitment to board-level cyber-risk oversight, demonstrating his commitment to board-level cyber-risk oversight. | | | | | | | | | Other Public Company Boards: •Ameren Corporation •Hanesbrands Inc. •Edgewell Personal Care Company | | Skills and Experience: | | | | • Public Company ExperienceExecutive Leadership | | •Legal / Compliance | • Financial Literacy | | | • M&A/Capital Markets
| | | • Corporate Governance
| | | • Human Capital Management
| | | | • Legal/RegulatoryM&A / Corporate Strategy | •Public Company Governance | •ESG | | | •Technology & Information Security | | | • Risk Management/Compliance
| | | | | | | | | | | | As a former General Counsel of a financial services firm and a former Vice President, Corporate Secretary and Assistant General Counsel of an aerospace and defense firm, Mr. Johnson provides our board with extensive executive management and leadership experience, as well as strong public company legal, compliance, and risk management corporate governance and compensation skills. | |
| | | | | | | | | | | | | | | | | | | | | | | | | 16  | | Mark S. LaVigne President and Chief Executive Officer, Energizer Holdings, Inc.2021 Proxy Statement | |
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Mark S. LaVigne
President and Chief Executive Officer
| | | | | Age: 5052 | | | Director Since 2021 | | |
Energizer Committee:
Finance and Oversight
Committee
| | | Mr. LaVigne has served as Energizer’sEnergizer's President since 2019 and as its Chief Executive Officer since January 2021, and as its President since 2019. Mr. LaVigne2021. He previously served as Energizer’sEnergizer's Executive Vice President and Chief Operating Officer from 2015 through December 2020. He previously served as Executive Vice President from 2015 to– 2019. Mr. LaVigne was with our former parent company since 2010. Mr. LaVigne led our Spin-off from ourjoined Energizer’s former parent company in 2015, in addition to2010, as Vice President, Assistant General Counsel and Corporate Secretary, later serving as Vice President, General Counsel and Secretary. Corporate Secretary during which time he led Energizer’s spin-off from our former parent company in 2015. | | | | Prior to joining the Company, Mr. LaVigne was a partner at Bryan Cave LLP from 2007 to 2010, where he specialized in business and transactional counseling, and advised our former parent company on several strategic acquisitions. | | | | | | | | | | Other Public Company Board: •La-Z-Boy Incorporated | | | Skills and Experience: | | | | •Executive Leadership | | •Operations, Sales & Marketing | • StrategyCPG Industry | | | | •Global / International Experience | | •Financial Expertise | • Consumer Packaged GoodsLegal / Compliance | | | | •Human Capital Management | | •M&A / Corporate Strategy | •Public Company ExperienceGovernance | | | | •ESG | | | • Business OperationsTechnology & Information Security | | | | | | | • Corporate Governance
| | | | | | • Legal/Regulatory
| | | | | | | | | | | | Mr. LaVigne’s long tenure at the Company and deep understanding of the consumer packaged goods industry, the Company’s businesses his instrumental role in leading the Spin-off and his leadership role as Chief Executive Officer enable him to provide valuable contributions with respect to strategy, growth and long-range plans. |
| | | | | | | Energizer Holdings, Inc. 2023 Proxy Statement 25 |
 | | | | | | | | | | | | | | | | | | | | | | | | | | | Patrick J. Moore
Independent Chairman, Energizer Holdings, Inc. | | | | | | | | | Age: 6769 | | | Director Since 2015 | | |
Independent Director
Other Public Company
Board:
• Archer Daniels Midland
Company
Past Public Company
Boards:
• Exelis, Inc.
• Rentech, Inc.
| | | Mr. Moore has served as the Company’s Chairman of Energizer’s Board of Directors since 2018. He is also President and Chief Executive Officer of PJM Advisors, LLC, a private equity investment and advisory firm. Prior to PJM, Mr. Moore served as Chairman and Chief Executive Officer of Smurfit-Stone Container Corporation, a leader in integrated containerboard and corrugated package products and paper recycling, from 2002 to 2011, upon its acquisitionwhen it was acquired by RockTenn Company. | | | | | | | | | | Other Public Company Board: •Archer Daniels Midland Company | | During his 24-year tenure at Smurfit,Smurfit-Stone, Mr. Moore also served as Chief Financial Officer, Vice President—Treasurer and General Manager of the Company’sSmurfit-Stone’s Industrial Packaging division. Additionally, Mr. Moore previously held positions in corporate lending, international banking, and corporate administration at Continental Bank in Chicago. He is on the board of Archer Daniels Midland Company and serves as Chairman of the North American Review BoardNominating and Governance Committee as well as a member of American Air Liquide Holdings, Inc. | the Executive and Audit Committees. | | | | | | | | | Past Public Company Boards: | | Skills and Experience: | | | • Exelis, Inc. | | •Executive Leadership | | •Operations, Sales & Marketing | • Financial LiteracyGlobal / International Experience | | | • Rentech, Inc | | •Financial Expertise | | •Legal / Compliance | • Business OperationsHuman Capital Management | | | | | •M&A / Corporate Strategy | | •Public Company Governance | • M&A/Capital MarketsESG | | | | | | • Corporate Governance
| | | | | | • Public Relations
| | | | | | • Consumer Packaged Goods
| | | | | | • Risk Management/Compliance
| | | | | | • Strategy
| | | | | | | | | Mr. Moore’s experience and financial expertise contribute to the oversight of overall financial performance and reporting by our Board as well as operational and strategic oversight. | |
| | | | | | | | | | | | | | | | | | | | | | | | | Energizer Holdings, Inc. 2021 Proxy Statement 17 |
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 | Donal L. Mulligan
Retired Executive Vice President and Chief Financial Officer, General Mills, Inc. | | | | | | | | | Age: 6062 | | | Director Since 2021 | | |
Independent Director
Energizer Committees:
Audit Committee
Finance and Oversight Committee
Other Public Company
Boards:
• Tennant Company
• Herbalife Nutrition Ltd.
| | | Mr. Mulligan served as Chief Financial Officer of General Mills, Inc., a global manufacturer and marketer of branded consumer foods, from 2007 until his retirement in 2020. Mr. Mulligan joined General Mills in 2001 and held various senior management positions including Vice President, Financial Operations for the International division, Vice President, Financial Operations for Operations and Technology and Vice President and Treasurer. Prior to joining General Mills, Mr. Mulligan gained extensive experience in financial management, operations,served as Chief Financial Officer, International for the Pillsbury Company from 1999 to 2001 and held various international administration in positions with Pillsbury, PepsiCo and YUM! Brands. | | | | | | | | | | Other Public Company Boards: •Tennant Company •Herbalife Ltd. | | Skills and Experience: | | | | | | • Financial LiteracyExecutive Leadership | •CPG Industry | •Global / International Experience | | | •Financial Expertise | •M&A / Corporate Strategy | •Public Company ExperienceGovernance | | | | •Technology & Information Security | | | • Business Operations
| | | | | | • International
| | | | | | • M&A/Capital Markets
| | | | | | • Consumer Packaged Goods
| | | | | | • Risk Management/Compliance
| | | | | | • Retail Industry
| | | | | | | | | Mr. Mulligan brings deep financial expertise and leadership experience in the consumer packagedconsumer-packaged goods industry to the Board, as well as demonstrated strength in business analytics and global expansion. |
| | | | | | 26 Energizer Holdings, Inc. 2023 Proxy Statement | |
 | | | | | | | | | | | | | | | | | | | | | | | | | | | Nneka L. Rimmer
Retired President, – Global Flavors and Extracts, McCormick & Company, Inc. | | | | | | | | | Age: 5052 | | | Director Since 2018 | | |
Independent Director
Energizer Committees:
Audit Committee
Human Capital Committee | | | Ms. Rimmer wasserved as President, - Global Flavors and Extracts at McCormick & Company, Inc., a global leader in flavor seasoningsthat manufactures, markets and distributes spices, where she was responsible for accelerating growth forseasoning mixes, condiments, and other products to the company’s global business in compound and encapsulated flavors, extracts, reaction flavor materials, and fragrancesfood industry, from August 2020 until her retirement in April 2021. Ms. Rimmer previously served as SVP,She held a series of roles with increasing responsibility at McCormick & Company, including Senior Vice President, Business Transformation for McCormick and held other roles of increasing responsibility within the company, including SVP,from 2019-2022, Senior Vice President, Strategy and Global Enablement from 2017-2019, and SVP,Senior Vice President, Corporate Strategy and Development. | Development from 2015-2017. | | | | | | | | | Other Public Company Board: •Constellation Energy | | Prior to joining McCormick in 2015, Ms. Rimmer was a Partner and Managing Director with the Boston Consulting Group.Group, focusing on advising Fortune 100 C-Suite executives and board directors on global growth, M&A strategy, talent development and change management. While at Boston Consulting Group for 13 years, she executed large-scale transformation initiatives working with large, global consumer goods corporations. Her areas of strategic expertise include trade, competition, international growth, go-to-market as well as organizational development. Ms. Rimmer also serves as a Director at Constellation Energy and is a Trustee of the University of Baltimore Foundation. | Maryland, Baltimore. | | | | | | | | | Skills and Experience: | | | | •Executive Leadership | | •Operations, Sales & Marketing | • M&A/Capital MarketsCPG Industry | | | | •Global / International Experience | | | • Financial Literacy | | | | | | • Information Technology
| | | | | | • Human Capital Management
| •M&A / Corporate Strategy | | | •Public Company Governance | | | • Consumer Packaged GoodsTechnology & Information Security | | | | | | • Retail Industry
| | | | | | • E-Commerce
| | | | | | • Analytics
| | | | | | • Innovation
| | | | | | | | | | | | Ms. Rimmer brings to the Company significant brand-building expertise. Her current and prior executive leadership roles enable her to provide valuable contributions with respect to creativity and vision for long-term growth. Ms. Rimmer’s extensive consumer products background allowallows her to contribute valuable insights regarding the Company’s industry, operations, and strategy. | |
| | | | | | 18 | Energizer Holdings, Inc.2021 2023 Proxy Statement | 27 |
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Robert V. Vitale
Chief Executive Officer, Post Holdings, Inc.
| | | | | | | | | | | | | | | | | | | | | | | | | | | Robert V. Vitale President and Chief Executive Officer, Post Holdings, Inc.* | | | | | | | | | | Age: 57 | | Director Since 2017 | | |
Independent Director
Energizer Committees:
Audit Committee (Chair)
Finance and Oversight Committee
Other Public Company
Boards:
• Post Holdings, Inc.
• BellRing Brands, Inc.
| | | Mr. Vitale has served as President and Chief Executive Officer of Post Holdings, Inc. since 2014.* Post is a consumer packagedconsumer-packaged goods holding company operating in the center-of-the-store, food service,refrigerated, foodservice and food ingredient refrigerated convenient nutrition and private brand food categories. Rob joined Post in 2011Previously, Mr. Vitale served as itsPost’s Chief Financial Officer.Officer from 2011 to 2014. Mr. Vitale also serves onas Executive Chairman of the Board of Directors of BellRing Brands, Inc., a companypublicly-traded former subsidiary of which Post Holdings Inc. holds a majority stake.
| that manufactures products in the global convenient nutrition category. | | | | | | | | | Other Public Company Boards: •Post Holdings, Inc. •BellRing Brands, Inc. | | Prior to joining Post, Rob ledMr. Vitale served as President and Chief Executive Officer of AHM Financial Group, LLC, (2006-2011), ana diversified provider of insurance brokerage and wealth management firm,services from 2006 to 2011, and was previously a partner inof Westgate Equity Partners, LLC, a consumer productsconsumer-oriented private equity firm (1996-2006).from 1996 to 2006. He managed Corporate Finance at Boatmen’s Bancshares (1994-1996)from 1994 to 1996 and started his career at KPMG in 1987. | | | | | | | Skills and Experience: | | | | •Executive ManagementLeadership | •CPG Industry | •Global / International Experience | | | •Financial Expertise | •M&A / Corporate Strategy | •Public Company ExperienceGovernance | | | | •ESG | | | • M&A/Capital MarketsTechnology & Information Security | | | | | | • Financial Literacy
| | | | | | | • Consumer Packaged Goods
| | | | | | • International
| | | | | | • Corporate Governance
| | | | | | As an experienced CEO with substantial understanding of Energizer’s business, Mr. Vitale is an exceptional director who is actively engaged and highly valued by the Board of Directors. In particular, Mr. Vitale’s strong leadership, deep M&A and capital markets expertise, and accounting and financial background, along with hisand significant knowledge of consumer products businesses brings critical expertise to our Board. Director Commitments Although recent developments mean that Mr. Vitale would not currently be considered a public company named executive officer for purposes of evaluating director commitments, we recognize that this is due to a leave of absence. For that reason, we wish to continue to acknowledge that some of our shareholders may have policies or practices that differ from Energizer’s regarding the number of boards on which a director who is also a current public company named executive officer may serve. Energizer's overboarding policy provides that directors may only serve on a total of five public company boards and sitting CEOs may serve on only three public company boards (including their own). As such, Mr. Vitale's director commitments, both when serving as Post's President and Chief Executive Officer, as well as during his current medical leave of absence, are in compliance with Energizer's overboarding policy.
Consistent with the discussion in our 2022 Proxy Statement, the specific facts and circumstances of Mr. Vitale’s service on the Post, BellRing Brands, and Energizer boards of directors, demonstrate that Mr. Vitale is well-positioned to serve as a member of Energizer’s Board. In particular:
•Mr. Vitale’s service on BellRing’s Board is simply a continuation of the roles in which he served before Post’s spin-off of BellRing in March 2022. Mr. Vitale’s involvement with, and time commitment to, BellRing remains the same as it was in prior years, with no expectation that Mr. Vitale will spend a materially different amount of time dedicated to BellRing than in prior years. •Mr. Vitale has existing knowledge of the BellRing business, stemming from his oversight role of Post’s active nutrition business before Post’s 2019 IPO of BellRing. Mr. Vitale’s involvement with BellRing is the same as it was before the BellRing IPO, but with a formal title due to the separation of the two companies. •Board logistics continue to facilitate Mr. Vitale’s service on all three Boards. Energizer, Post, and BellRing all hold regular board meetings in St. Louis, Missouri. Post’s and BellRing’s headquarters are also in St. Louis, Missouri. These logistics facilitate Mr. Vitale’s attendance, and greatly reduce the travel time that many directors face.
For these reasons, we are confident that Mr. Vitale will continue to meet his commitments and be a valuable contributor to our Board of Directors. *As announced by Post Holdings, Inc., Mr. Vitale, President and Chief Executive Officer, is currently on a medical leave. The Nominating and Governance Committee reviewed the circumstances and determined that Mr. Vitale continues to meet the membership criteria required of all directors. Additionally, Mr. Vitale has reaffirmed his agreement to be named in this Proxy Statement and to serve on Energizer’s Board of Directors if elected. We are confident that Mr. Vitale will continue to be a valuable contributor to our Board of Directors. |
| | | | | | 28 Energizer Holdings, Inc. 2023 Proxy Statement | |
DIRECTOR ATTENDANCE Our Board holds regularly scheduled quarterly meetings. The Board also holdsreviews strategic planning on an annual strategic planning meeting at which it considersbasis and discusses with senior management the Company’s long-term strategy. During fiscal 2021,2023, all directors attended 75% or more of the Board meetings and meetings of the Committeescommittees on which they served during their period of service. Under our Corporate Governance Principles, each director is encouraged to attend our Annual Shareholders’ Meeting. All of our directors attended the 20212023 Annual Shareholders’ Meeting, which was held in a virtual format. DIRECTOR COMPENSATIONSHARE OWNERSHIP REQUIREMENTSWe provided several elementsTo help align the financial interests of compensation to our non-employee directors with those of our shareholders, our Corporate Governance Principles provide that our non-employee directors must maintain ownership of our common stock with a value of at least five times the directors’ annual cash retainer for service onBoard service. For purposes of this determination, stock ownership includes shares of our Board during fiscal 2021. common stock that are owned directly or by family members residing with the director or by family trusts, vested and deferred restricted stock equivalents and units, unvested restricted stock units (other than stock units subject to achievement of performance targets) and common stock units credited to a director under the Company’s deferred compensation plan. Newly appointed directors are required to retain at least 50% of restricted stock upon vesting until they become compliant with our ownership guidelines and are given a period of five years to attain full compliance with the requirements. As of September 30, 2023, all of our non-employee directors complied with the requirements.
DIRECTOR COMPENSATION The Human CapitalNominating & Governance Committee, which makes recommendations to the full Board regarding director compensation, strives to set director compensation around the 50th50th percentile of theour peer group. TheOur peer groupsgroup for fiscal 20222023 and 2021,2024, which can be found under “Executive Compensation-—Executive Compensation Peer Group,” werewas selected for purposes of evaluating our executive and director compensation based on market data provided by the Human Capital Committee’s independent consultant, Mercer LLC.Farient Advisors ("Farient"). Our 2023 Plan includes a $1,000,000 annual compensation limit on all forms of compensation for non-employee directors. Our non-employee director compensation program for service on our Board during fiscal 2023 included the elements described below. In addition, we provide transportation and lodging for out-of-town directors attending Board and committee meetings, coverage under our general directors’ and officers’ liability insurance policies and, consistent with a benefit broadly provided to our colleagues, matching contributions to charitable organizations from the Energizer charitable foundation (up to $5,000 in any year). Directors may also, from time to time during the fiscal year, be provided with samples of our products, with an incremental cost of less than $50. RETAINERS During fiscal 2021,2023, each of the directors, other than Messrs.Mr. LaVigne, and Hoskins, received a $100,000 annual retainer for serving on the Board and its Committees.committees. Mr. LaVigne, our Chief Executive Officer, and Mr. Hoskins, our former Chief Executive Officer, received no additional compensation for service on the Board and the Finance and Oversight Committee. The Committee Chairs of the Committees also received an additional annual retainer of $20,000 for their service, and the Independent Chairman of the Board received an additional annual retainer of $100,000 for his service as Chairman. Board members serving a portion of the fiscal year will receive a pro rata portion of the annual retainer. The directors do not currently receive meeting fees. In November 2023, the Board approved an increase in the Independent Chairman's retainer. Effective January 2024, the Independent Chairman's additional annual retainer will be $115,000 (an increase of $15,000). DEFERRED COMPENSATION PLAN Non-management directors are permitted to defer all or a portion of their retainers and fees under the terms of our deferred compensation plan. Deferrals may be made into (a) the Energizer common stock unit fund, which tracks the value of our common stock;stock, or (b) the prime rate fund option under which deferrals are credited with interest at the prime rate quoted by The Wall Street Journal. Deferrals invested in the stock unit fund in the | | | | | | | Energizer Holdings, Inc. 2023 Proxy Statement 29 |
deferred compensation plan are currently paid out in Energizer stock and deferrals invested in the prime rate fund in the deferred compensation plan are currently paid out in a lump sum in cash orcash. Dividends earned on deferrals invested in the Energizer stock unit fund are credited to the prime rate fund and are paid out in cash. Payouts in each case are made within 60 days following the director’s termination of service on the Board. | Energizer Holdings, Inc. 2021 Proxy Statement 19
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RESTRICTED STOCK EQUIVALENTS/UNITS On the first business day of January each year, each non-employee director is credited with a restricted stock unit award with a grant-dategrant date value of $145,000$145,000. Grants in fiscal 2023 were made pursuant to our equity plan.2020 Plan. This award vests one year from the date of grant or upon certain other vesting events. Directors have the option to defer the delivery of shares upon vesting of this award until retirement from the Board. Board members serving a portion of the fiscal year will receive a pro rata portion of the annual restricted stock unit award. Upon retirement, directors receive 100% of all granted, but unvested, annual restricted stock unit awards. DIRECTOR SHARE OWNERSHIP REQUIREMENTS
To help align In November 2023, the financial interests of ourBoard approved an increase in the annual restricted stock unit award for non-employee directors with those of our shareholders, our Corporate Governance Principles provide that ourdirectors. Effective January 2024, each non-employee directors must maintain ownership of our commondirector will be granted a restricted stock unit award with a grant date value of at least five times the directors’ annual retainer. For purposes$150,000 (an increase of this determination, stock ownership includes shares of our common stock which are owned directly or by family members residing with the director or by family trusts, vested and deferred restricted stock equivalents or units, unvested restricted stock equivalents or units (other than stock equivalents or units subject to achievement of performance targets) and common stock equivalents credited to a director under the Company’s deferred compensation plan. Newly appointed directors are required to retain at least 50% of restricted stock upon vesting until they become compliant and are given a period of five years to attain full compliance with the requirements. As of September 30, 2021, 10 of our 11 non-employee directors complied with the requirements. Mr. Mulligan, who joined the Board in April 2021, has until April 2026 to meet the ownership requirement.$5,000).
The following table sets forth the compensation paid to non-management directors for fiscal year 2021.2023. | | | | | | | | | | | | | | | | | | | | | | DIRECTOR COMPENSATION | | Name | Fees Earned or Paid in Cash (1)(2) | Stock Awards (3)(4) | Change in Pension Value and Non-Qualified Deferred Compensation Earnings | All Other Compensation | Total | | C. Abrams-Rivera | $ | 100,000 | | $ | 145,017 | | $ | 0 | | $ | 0 | | $ | 245,017 | | | B.G. Armstrong(5) | $ | 33,333 | | $ | 12,096 | | $ | 0 | | $ | 0 | | $ | 45,429 | | | C.J. Brinkley | $ | 120,000 | | $ | 145,017 | | $ | 0 | | $ | 0 | | $ | 265,017 | | | R. D. Frankiewicz | $ | 100,000 | | $ | 145,017 | | $ | 0 | | $ | 0 | | $ | 245,017 | | | K.J. Hunt | $ | 120,000 | | $ | 145,017 | | $ | 0 | | $ | 0 | | $ | 265,017 | | | J.C. Johnson | $ | 120,000 | | $ | 145,017 | | $ | 0 | | $ | 0 | | $ | 265,017 | | | P.J. Moore | $ | 200,000 | | $ | 145,017 | | $ | 0 | | $ | 0 | | $ | 345,017 | | | D.L. Mulligan | $ | 100,000 | | $ | 145,017 | | $ | 0 | | $ | 0 | | $ | 245,017 | | | N.L. Rimmer | $ | 100,000 | | $ | 145,017 | | $ | 0 | | $ | 0 | | $ | 245,017 | | | R.V. Vitale | $ | 120,000 | | $ | 145,017 | | $ | 0 | | $ | 0 | | $ | 265,017 | |
(1)This column reflects retainers for Board and committee service earned during fiscal 2023. (2)Directors are permitted to defer a portion or all of their cash retainers under the terms of the Company’s deferred compensation plan. During fiscal 2023, Ms. Frankiewicz and Mr. Vitale deferred 100% of their cash retainers into the Energizer stock fund of the deferred compensation plan. As of September 30, 2023, the number of units held by each director in the Energizer stock fund was as follows: Ms. Brinkley, 4,612; Ms. Frankiewicz, 10,360; Mr. Johnson, 179; and Mr. Vitale, 18,380. (3)Consistent with ASC Topic 718, the amounts in the table reflect the grant date fair value of our awards to each of our directors of 4,244 RSUs on January 3, 2023 under the 2020 Plan. The award was valued based on the grant date fair value of $34.17 per share. These RSUs were the only unvested outstanding stock awards for each of the directors as of September 30, 2023, and they will each vest on January 3, 2024. (4)The number of vested but deferred RSUs held by each director as of September 30, 2023 is as follows: Mr. Abrams-Rivera, 2,772; Ms. Brinkley, 12,583; Ms. Frankiewicz, 9,766; Mr. Johnson, 28,782; Mr. Moore, 25,890; Ms. Rimmer, 3,561 and Mr. Vitale, 19,892. (5)Mr. Armstrong retired from the Board of Directors in January 2023. | | | | |
| | C. Abrams-Rivera | | | $100,000 | | | $145,010 | | | $0 | | | $0 | | | $0 | | | $0 | | | $245,010 | | | | B.G. Armstrong | | | $100,000 | | | $145,010 | | | $0 | | | $0 | | | $0 | | | $0 | | | $245,010 | | | | C.J. Brinkley | | | $120,000 | | | $145,010 | | | $0 | | | $0 | | | $0 | | | $0 | | | $265,010 | | | | R. Frankiewicz | | | $100,000 | | | $145,010 | | | $0 | | | $0 | | | $0 | | | $0 | | | $245,010 | | | | K.J. Hunt | | | $120,000 | | | $145,010 | | | $0 | | | $0 | | | $0 | | | $0 | | | $265,010 | | | | J.C. Johnson | | | $120,000 | | | $145,010 | | | $0 | | | $0 | | | $0 | | | $0 | | | $265,010 | | | | J.E. Klein (1) | | | $16,667 | | | $0 | | | $0 | | | $0 | | | $0 | | | $0 | | | $16,667 | | | | P.J. Moore | | | $200,000 | | | $145,010 | | | $0 | | | $0 | | | $0 | | | $0 | | | $345,010 | | | | D.L. Mulligan (2) | | | $50,000 | | | $108,784 | | | $0 | | | $0 | | | $0 | | | $0 | | | $158,784 | | | | N.L. Rimmer | | | $100,000 | | | $145,010 | | | $0 | | | $0 | | | $0 | | | $0 | | | $245,010 | | | | R.V. Vitale | | | $120,000 | | | $145,010 | | | $0 | | | $0 | | | $0 | | | $0 | | | $265,010 | |
(1)
| Mr. Klein retired from the Board of Directors in November 2020. |
(2)
| Mr. Mulligan joined the Board of Directors in April 2021. |
(3)
| This column reflects retainers and meeting fees earned during fiscal 2021. |
(4)
| For all directors this column reflects the aggregate grant date fair value, in accordance with Financial Accounting Standards Board (“FASB”), Accounting Standards Codification (“ASC”) Topic 718, of the restricted stock equivalent award on January 4, 2021, under our Omnibus Incentive Plan valued at approximately $145,000 as described in the narrative above. The award was valued based on the grant date fair value of $42.24. Mr. Mulligan’s award was granted on April 1, 2021 and valued based on the grant date fair value of $48.37. |
(5)
| The number of vested but deferred stock equivalents held by each director as of September 30, 2021, is as follows: Mr. Abrams-Rivera, 2,772; Ms. Brinkley, 5,589; Ms. Frankiewicz, 2,772; Mr. Johnson, 21,788; Mr. Moore, 18,896; and Mr. Vitale, 12,898. |
(6)
| No options were granted to directors in fiscal year 2021, and there were not any stock options held by any non-employee director as of September 30, 2021. |
(7)
| Directors may also, from time to time during the fiscal year, be provided with samples of our products, with an incremental cost of less than $50. |
(8)
| The following items are not considered perquisites and are not included within the above disclosure of director compensation: |
(i)
| The directors are covered under the terms of our general directors’ and officers’ liability insurance policies, the premiums for which are a general expense of the Company—we do not obtain a specific policy for each director, or for the directors as a group. |
(ii)
| We provide transportation and lodging for out-of-town directors attending Board and Committee meetings at our headquarters. |
(iii)
| The directors may make requests for matching contributions to charitable organizations from the Energizer charitable foundation, which we have funded from time to time, and the directors of that foundation, all of whom are colleagues of the Company, have determined to honor such requests which are in accordance with the charitable purpose of the foundation, and which do not exceed $5,000 in any year. All contributions are made out of the funds of the foundation and are not made in the name of the requesting director. |
| | | | | | 20 30 Energizer Holdings, Inc.2021 2023 Proxy Statement
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Our Audit Committee, in accordance with authority granted in its charter as approved by the Board, appointed PricewaterhouseCoopers LLP (“PwC”) as independent auditor for the current fiscal year. PwC has served as our independent auditor since our Spin-Off from Edgewell Personal Care Company (“Edgewell”) and served as Edgewell’s independent auditor for every fiscal year since 2000. PwC has begun certain work related to the fiscal 20222024 audit, as approved by the Audit Committee. Information on independent auditor fees for the last two fiscal years is set forth below. The Board and the Audit Committee believe that the retention of PwC to serve as independent auditor is in the best interests of the Company and its shareholders. In making this determination, the Board and the Audit Committee considered a number of factors, including: •Audit Committee members’ assessment of PwC’s performance •Management’s assessment of PwC’s performance •PwC’s independence and integrity •PwC’s fees and the quality of services provided to the Company •PwC’s global capabilities and knowledge of our global operations A representative of PwC is expected to be present at the 20222024 Annual Shareholders’ Meeting and will have an opportunity to make a statement, if desired, as well as to respond to appropriate questions. Although NYSE listing standards require that the Audit Committee be directly responsible for selecting and retaining the independent auditor, we are providing shareholders with the means to express their views on this issue. Although this vote will not be binding, in the event the shareholders fail to ratify the appointment of PwC, the Audit Committee will reconsider its appointment. Even if the appointment is ratified, the Audit Committee, in its discretion, may direct the appointment of a different independent auditing firm at any time during the year if the Audit Committee determines that such a change would be in the best interests of the Company and its shareholders. | | | | | | | Energizer Holdings, Inc.2021 2023 Proxy Statement 2131 |
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| | | | | | | | | | | | | | | | | | | | | PROPOSAL
2 | | | Ratification of Selection of our Independent Registered Public Accounting Firm for Fiscal 20222024 | | | ✔üThe Board recommends a vote FOR this proposal.
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PwC’s aggregate fees for professional services rendered for the indicated fiscal years were: | | | | | | | | | | | | | | | | | | | | | Fees Paid to PwC
(in thousands) | | FY23 | | FY22 | | Audit Fees | | $ | 5,009 | | | $ | 5,389 | | | Audit-Related Fees | | $ | 13 | | | $ | 13 | | | Tax Fees: | | | | | | Tax Compliance / Preparation | | $ | 0 | | | $ | 0 | | | Other Tax Services | | $ | 0 | | | $ | 146 | | | Total Tax Fees | | $ | — | | | $ | 146 | | | All Other Fees | | $ | — | | | $ | — | | | TOTAL FEES | | $ | 5,022 | | | $ | 5,548 | |
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| | Audit Fees | | | $5,239 | | | $6,007 | | | | Audit-Related Fees | | | $13 | | | $22 | | | | Tax Fees: | | | | | | | | | | Tax Compliance / Preparation | | | $0 | | | $0 | | | | Other Tax Services | | | $187 | | | $158 | | | | Total Tax Fees | | | $187 | | | $158 | | | | All Other Fees | | | $0 | | | $0 | | | | TOTAL FEES | | | $5,439 | | | $6,187 | |
SERVICES PROVIDED BY PWC The table above discloses fees paid to PwC during the last two fiscal yearyears for the following professional services: •Audit Fees: Fees: These are fees for professional services performed by PwC for the audit of our annual financial statements and review of financial statements included in our Form 10-Q filings, and services that are normally provided in connection with statutory and regulatory filings or engagements, as well as fees and expenses related to offerings and debt agreements. •Audit-Related Fees: Fees: These are fees for assurance and related services performed by PwC that are reasonably related to the performance of the audit or review of our financial statements. •Tax Fees: Fees: These are fees for professional services performed by PwC with respect to tax compliance, tax advice and tax planning. This includes preparation of original and amended tax returns for the Company and our consolidated subsidiaries; refund claims; payment planning; and tax audit assistance. AUDIT COMMITTEE PRE-APPROVAL POLICY The Audit Committee has a formal policy concerning approval of all services to be provided by our independent auditor, including audit, audit-related, tax and other services. The policy requires that all services the auditor may provide to us must be pre-approved by the Audit Committee. The Chair of the Audit Committee has the authority to pre-approve permitted services that require action between regular Audit Committee meetings;meetings, provided that he reports to the Audit Committee at the next regular meeting. Early in each fiscal year, the Audit Committee approves the list of planned audit and non-audit services to be provided by the auditor during that year, as well as a budget estimating spending for such services for the fiscal year. Any proposed services exceeding the maximum fee levels set forth in that budget must receive specific pre-approval by the Audit Committee. As applicable, the Audit Committee pre-approved all fees and services paid by Energizer for fiscal 20212023 and fiscal 2020.2022. | | | | | | 22 32 Energizer Holdings, Inc.2021 2023 Proxy Statement
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| | | | | | | | | | | | | The Audit Committee of the Company’s Board of Directors consists entirely of five,four, non-employee directors that are independent, as defined under the NYSE listing standards, our Corporate Governance Principles, and applicable SEC rules and regulations. | | | | | | | The Audit Committee is responsible for the duties set forth in its charter, but is not responsible for preparing the financial statements, implementing or assessing internal controls or auditing the financial statements. Management is responsible for the Company’s internal controls and the financial reporting process. The independent accountants are responsible for performing an independent audit of the Company’s consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States) (the “PCAOB”) and issuing a report thereon. The Audit Committee’s responsibility is to monitor and oversee these processes. | | | | | | | As part of its oversight of the Company’s financial statements, the Audit Committee reviews and discusses with both management and the Company’s independent registered public accountants, PricewaterhouseCoopers LLP (“PwC”), all annual and quarterly financial statements prior to their issuance. With respect to the Company’s audited financial statements for the Company’s fiscal year ended September 30, 2021,2023, management of the Company has represented to the Committee that the financial statements were prepared in accordance with generally accepted accounting principles. The Audit Committee has reviewed and discussed those financial statements with management and PwC, including a discussion of critical accounting policies, the quality, not just the acceptability, of the accounting principles followed, the reasonableness of significant judgments reflected in such financial statements and clarity of disclosures in the financial statements. The Audit Committee has also discussed with PwC the matters required to be discussed by the applicable requirements of the PCAOB. | | | | | | | In fulfilling its oversight responsibilities for reviewing the services performed by Energizer’s independent registered public accountants, the Audit Committee retains sole authority to select, evaluate and replace the outside auditors, discusses with the independent registered public accountants the overall scope of the annual audit and the proposed audit fees, and annually evaluates the qualifications, performance and independence of the independent registered public accountants and its lead audit partner. Annually, the Audit Committee oversees a process to assess the performance of the auditor and utilizes the results of that assessment when considering their reappointment. The Audit Committee also annually discusses PwC’s internal quality review process and the PCAOB’s inspection report on PwC, as well as the results of any internal quality reviews or PCAOB inspections of key engagement team members. In accordance with SEC rules, lead audit partners are subject to rotation requirements to limit the number of consecutive years an individual partner may provide service to the Company. For lead and concurring partners, the maximum number of consecutive years of service is five years. The process for selection of the Company’s lead audit partner pursuant to this rotation policy involves a meeting between the Chair of the Audit Committee and the candidate for the role, as well as discussion by the full Committee and with management. | | | | | | | The Audit Committee has received the written disclosures from PwC required by the applicable requirements of the PCAOB concerning independence, as modified or supplemented, and has discussed the independence of PwC with members of that firm. In doing so, the Committee considered whether the non-audit services provided by PwC were compatible with its independence. In fiscal 2021,2023, the Audit Committee met five times with the internal auditors and PwC, with and without management present, to discuss the results of their examination, the evaluations of the Company’s internal controls and the overall quality of the Company’s financial reporting. | | | | | | | In addition, the Audit Committee reviewed key initiatives and programs aimed at maintaining the effectiveness of the Company’s internal and disclosure control structure. As part of this process, the Audit Committee continued to monitor the scope and adequacy of the Company’s internal auditing program, reviewing internal audit department staffing levels and steps taken to maintain the effectiveness of internal procedures and controls. | | | | | | | Based on the review and discussions referred to above, the Audit Committee recommended to the Company’s Board of Directors that the audited financial statements for the fiscal year ended September 30, 2021,2023, be included in the Company’s Annual Report on Form 10-K for that year and has selected PwC as the Company’s independent registered public accountants for fiscal year 2022. 2024. | | | | | | | Submitted by the Audit Committee members of the Board: | | | | | | | Robert V. Vitale —Chair
Bill G. Armstrong
— Chair
Rebecca D. Frankiewicz
| | | Donal L. Mulligan
Nneka L. Rimmer | | | | | |
| | | | | | | Energizer Holdings, Inc.2021 2023 Proxy Statement 2333 |
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| | | | | | | | | | | | | | | | | | | | | PROPOSAL
3 | | | Advisory Resolution to Approve Executive Compensation (Say on Pay) | | | ✔üThe Board recommends a vote FOR this proposal.
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As approved by our shareholders in 2016,at the 2022 Annual Shareholders’ Meeting, each year we seek the approval of our shareholders in a non-binding, advisory vote, of our executive compensation. As discussed in Proposal 4, we are also holding a non-binding, advisory Say on Frequency vote of our shareholders to determine the frequency of future Say on Pay votes. Although both the Say on Pay and Say on Frequency votes arevote is non-binding, our Human Capital Committee values the opinions of our shareholders and considers the results of the most recent Say on Pay vote in determining our executive compensation policies and making executive compensation decisions. At the 20212023 Annual Shareholders’ Meeting, approximately 98.5%97.4% of the votes were cast in favor of our Say on Pay proposal. The Human Capital Committee considered this result, as well as input from our ongoing shareholder engagement, and in light of the strong support, decided not to make any significant changes inmaintain our executive compensation program in fiscal 2021. See “Shareholder Engagement” section above.2023. Our Board believes that the compensation of our executive officers is aligned with the Company’s performance and is a competitive advantage in attracting and retaining the executive talent necessary to drive our business forward and build sustainable value for our shareholders. We believe that our current executive compensation program properly aligns the interests of our executive officers with those of our shareholders. Accordingly, the Board recommends a vote FOR the adoption of the following advisory resolution, which will be presented at the Annual Meeting: RESOLVED, that the shareholders of the Company approve, on an advisory basis, the compensation of the named executive officers, as disclosed in the Proxy Statement pursuant to the compensation disclosure rules of the SEC, including the Compensation Discussion and Analysis, the compensation tables and the accompanying footnotes and narratives. 24 Energizer Holdings, Inc. 2021 Proxy Statement
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| PROPOSAL
4
| | | Advisory Resolution to Approve Frequency of Future Votes to Approve Executive Compensation (Say on Frequency)
| | | ✔ The Board recommends a vote for ONE YEAR for this proposal.
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In addition to the Say on Pay vote, we are also holding a non-binding, advisory vote of our shareholders regarding the frequency of future Say on Pay votes. Shareholders may indicate whether they would prefer future Say on Pay votes once every one, two or three years, or, if they wish, abstain from casting a vote on this proposal.
The Company currently holds Say on Pay votes annually and the Board of Directors continues to believe that an annual advisory vote to approve executive compensation is the best approach for Energizer because it allows shareholders to provide input on the Company’s executive compensation programs on a regular basis. The annual Say on Pay vote is also consistent with our policy of seeking input from, and engaging in discussions with, our shareholders on executive compensation and corporate governance matters.
We therefore request that our shareholders select “One Year” when voting on the Say on Frequency vote. Although the vote is advisory and non-binding, our Board will review the results of the vote and take them into account in making a determination concerning the frequency of future Say on Pay votes. We recognize that our shareholders may have different views as to the best approach for the Company, and therefore we look forward to hearing from our shareholders as to their preferences on the frequency of Say on Pay votes. Nevertheless, our Board may decide that it is in the best interests of our shareholders and the Company to hold Say on Pay votes more or less frequently than the frequency receiving the most votes cast by our shareholders.
The proxy card provides shareholders with the opportunity to choose among four options (holding the Say on Pay vote every one, two or three years, or abstaining) and, therefore, shareholders will not be voting to approve or disapprove the recommendation of our Board.
| | | | | | 34 Energizer Holdings, Inc.2021 2023 Proxy Statement 25 | |
COMPENSATION DISCUSSION AND ANALYSIS | | | | | | | The following Compensation Discussion & Analysis describes the fiscal 2023 compensation program for our named executive officers (“NEOs”). For fiscal 2023, our NEOs were: | |
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Compensation Discussion and analysisThe following Compensation Discussion & Analysis describes the fiscal 2021 compensation program for our named executive officers (“NEOs”). For fiscal 2021, our NEOs were:
Mark S. LaVigne
President and Chief Executive Officer
Age: 50
Years at Energizer: 11
Timothy W. Gorman
Executive Vice President and Chief Financial Officer (1)
Age: 61
Years at Energizer: 7
John J. Drabik
Senior Vice President, Corporate Controller (2)
Age: 49
Years at Energizer: 20
Susan K. Drath
Chief Human Capital Officer
Age: 51Years at Energizer: 29
Alan R. Hoskins
Former Chief Executive Officer
Retired as of January 1, 2021
Hannah H. Kim
Former Chief Legal Officer
Left Energizer in July 2021
Our NEOs also include Alan R. Hoskins, who retired as our Chief Executive Officer, effective January 1, 2021, and Hannah H. Kim, our former Chief Legal Officer, who left the Company in July 2021.
(1)
| Mr. Gorman retired as | | | | | | | | | | | | Mark S. LaVigne | President and Chief Executive Officer Age: 52 Years at Energizer: 13 | | | | | | | | | John J. Drabik | Executive Vice President, and CFO as of the end of fiscal 2021. See “Retirement Transition Agreements,” below.Chief Financial Officer Age: 51 Years at Energizer: 22 | |
(2)
| Mr. Drabik became | | | | | | Michael A. Lampman | Executive Vice President, and CFO, effective October 1, 2021.North America & Global Business Units Age: 58 Years at Energizer: 37 | | | | | | | | | Robin W. Vauth | Executive Vice President, International Age: 57 Years at Energizer: 16 | | | | | | | | | Susan K. Drath | Chief Human Capital Officer Age: 53 Years at Energizer: 31 | |
Table of Contents | | | | | | | Pay for Performance and Compensation Philosophy | | | | | | | How We Determine Compensation | | | | | | | Executive Compensation Peer Group | | | | | Elements of Compensation | | | | | | | Human Capital Committee Report | |
| | | | | | 26 | Energizer Holdings, Inc.2021 2023 Proxy Statement | 35 |
RESPONSIVENESS TO 20212023 SAY ON PAY VOTE As previously discussed, we conduct shareholder engagement throughout the year and annually provide shareholders with an opportunity to cast a nonbinding, advisory Say on Pay vote. TheOur shareholders' overwhelming approval of our Say on Pay vote by our shareholders at our 20212023 Annual Shareholders’ Meeting influenced our decision to maintain a consistentour approach to our executive compensation program for fiscal 2021.2023. The Human Capital Committee will continue to consider shareholder feedback and the outcome of Say on Pay vote results in making future compensation decisions. PAY FOR PERFORMANCE AND COMPENSATION PHILOSOPHY Our compensation philosophy is to pay for performance over the long term, as well as on an annual basis. Our executive compensation program provides a mix of salary, incentives, and benefits paid over time to align executive officer and shareholder interests. We consider our executive pay program to be instrumental in helping us achieve our business objectives and effective in rewarding our executive officers for their role in achieving strong financial and operational performance. The Human Capital Committee, which is comprised entirely of independent directors, has primary responsibility for approving our compensation strategy and philosophy and the compensation programs applicable to our executive officers. |
| | | | | | | | | | | | | | | | | | | | WHAT WE DO | | | WHAT WE DON’T DO | | | | | | | | ✔ üPay for performance,, with approximately 65%70.3% of our CEO’s total compensation performance-based and approximately 59%61.5% of our other NEOs’ total
compensation performance-based
✔ üEstablish threshold, target and maximum awards under our annual and long-term incentive programs
programs
✔ üUse balanced performance metrics for annual
and long-term incentive programs
✔ üUse rigorous goal setting aligned to our
externally disclosed annual and multi-year targets
✔ üHave stock ownership requirementsfor our
executive officers
✔ üLimit perquisitesto items that serve a reasonable
business purpose
✔ üClosely monitor risksassociated with our compensation programs and individual
compensation decisions
✔ üHave a clawback policy for all incentive
incentive-based compensation earned by our executive officers
| | | ✘ ûPay tax gross-ups on any compensation
✘ ûAllow speculative trading, hedging or pledging
transactions by our colleagues
✘ ûEnter into employment agreements with our
executive officers
(unless standard market practice) ✘ ProvideûGenerally provide executive officer severance payments and benefits exceeding 2x salary and annual
incentive award
other than in connection with a change of control ✘ ûGuarantee salary increases
ûSingle-trigger for compensation payments under our change of control employment agreements | | | | | | |
| | | | | | 36 Energizer Holdings, Inc.2021 2023 Proxy Statement 27 | |
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The Human Capital Committee allocates pay in a manner designed to place the Company’s performance at the forefront of our overall executive compensation program. Our focus on pay for performance is best demonstrated through the structure of our executive compensation program, where the majority of annual executive pay is at risk and subject to annual and long-term performance requirements. | | | | | | | | | | | | | | | | 70.3% OF COMPENSATION IS PERFORMANCE-BASED | | 61.5% OF COMPENSATION IS PERFORMANCE-BASED | |
The following chart,Human Capital Committee has reviewed the pay-for-performance relationship, prepared by our independent compensation consultant, shows the degree of alignment between the total compensation of our CEOslooking at CEO pay and Energizer’s total shareholder return relativeand deemed it to our executive compensation peer group over the five-year period ended September 30, 2021. Peer group companies are indicated by the blue diamonds in the chart. Companies that fall within the diagonal alignment zone are generally viewed as having pay and performance alignment. As illustrated below, our CEOs’ realizable pay was aligned with Energizer’s performance.be appropriate. 28 Energizer Holdings, Inc. 2021 Proxy Statement
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The philosophy underlying our executive compensation program is to pay compensation that is simple, aligned and balanced. Equally important, we view compensation practices as a way to communicate our goals and standards of conduct and performance, performance—and to motivate and reward colleagues in relation to their achievements. Overall, the same principles that govern the compensation of all our salaried colleagues apply to the compensation of our executive officers. Within this framework, we observe the following guiding principles: | | | | | | | | | | | | | What We Believe | What We Do | | What We’ve Done
| | SIMPLE | SIMPLE
| | | Compensation methods should be transparent, provide a clear link between performance metrics and Company strategy and minimize perquisites | | | • | | | UsedUse straightforward annual and long-term incentive plan metrics that are directly tied to business performance
| | | • | | | Froze US pension accruals | | | • | | | LimitedLimit the use of all perquisites to <.001% of total compensation for executive officers in fiscal 20212023
| | ALIGNED | ALIGNED
| | | The interests of our executive officers should be aligned with those of our shareholders | | | • | | | Provided approximately 62%Set a majority of our executive officers’ total compensation as performance-based pay
| | | •Include relative TSR as an LTI metric, aligning executive compensation with investor experience and a market-based measure | | | Adopted•Have a clawback policy, anti-hedginga securities trading policy that includes prohibitions on hedging and pledging, policy and stock ownership requirements
| | BALANCED | BALANCED
| | | Components of compensation should complement each other and offset risk of overemphasis on any one metric or time period | | | • | | | UsedUse a combination of pay elements that reward achievement of objectives across annual and long-term time periods
| | | • | | | BalancedBalance annual and long-term incentive plans to drive results in the short term without sacrificing long-term value creation
| |
| | | | | | | Energizer Holdings, Inc. 2023 Proxy Statement 37 |
FISCAL 20212023 PAY COMPONENTS Our fiscal 20212023 pay components remained the same as fiscal 2020.2022. | Description
| | | | | | | | | Description | Driving Shareholder Value | | | How it Pays | | | BASE SALARY | | | Determined based on job scope, experience, market comparable positions and operating results | | | Provides fixed income to attract and retain top talent | | | Semi-monthly cash payment | | | ANNUAL INCENTIVE PROGRAM | | | Provides short-term variable pay for performance | | | Motivates executives to achieve the Company’s annual strategic and financial goals | | | Single cash payment following determination of performance | | | LONG-TERM INCENTIVE PROGRAM | | | We use two programs to ensure a strong link between incentive compensation opportunities and longer-term objectives: | | | RestrictedPerformance-based restricted stock unit awards that vest only on achievement of pre-determined performance targets with a three-year vesting period
Represents 70% of equity award | | | Rewards achievement of long-term growth goals and creation of shareholder value | | | VestsVesting upon the achievement of specific metrics over three-year performance period
| | | Time-based restricted stock unit awards that track stock price performance over a three-year vesting period
Represents 30% of equity award | | | Promotes long-term retention and supports stock ownership and alignment with shareholders | | | VestsVesting upon the three-year anniversary of grant date
| | | RETIREMENT AND OTHER BENEFIT PLANS | | | Retirement and other benefit plans sponsored by the Company on the same terms and conditions applicable to all eligible colleagues | | | ProvideProvides retirement and other benefits to attract and retain top talent
| | | In accordance with the terms of the plans | |
| Energizer Holdings, Inc. 2021 Proxy Statement 29
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| ANNUAL COMPENSATION-RELATED RISK EVALUATION | | | | | | We monitor the risks associated with our compensation program on an ongoing basis. Our compensation risk assessment occurs in two parts: a review of the Company’s compensation programs and a review of compensation decisions and payments, with a focus on our executive officers. In October 2021,2023, with input from the Human Capital Committee’s independent compensation consultant, the Human Capital Committee conducted a review of our compensation programs, including the executive compensation program, to assess the risks arising from our compensation policies and practices. The Human Capital Committee agreed with the review’s findings that these risks were within our ability to effectively monitor and manage and that these compensation programs do not encourage unnecessary or excessive risk-taking and do not create risks that are reasonably likely to have a material adverse effect on the Company. In particular, the Human Capital Committee determined that the following design features reduce the risk within our compensation policies and practices: | | | • | | | Compensation program design provides a balanced mix of cash and equity, annual and longer-term incentives | | | • | | | Maximum payout levels for bonuses and performance awards are capped | | | • | | | Multiple performance metrics are used to determine payouts under the annual and long-term incentive programs | | | • | | | Executive officers are subject to stock ownership and retention guidelines •A clawback policy and securities trading policy, with prohibitions on hedging and pledging, are in place | |
| | | | | | 38 Energizer Holdings, Inc. 2023 Proxy Statement | • |
| | The Company has adopted anti-hedging and anti-pledging policies
| | | | | | | | The Company has adopted a clawback policy related to incentive compensation earned by our executive officers
| EXECUTIVE COMPENSATION |
STOCK OWNERSHIP REQUIREMENTS Our stock ownership and retention requirements align executive officer and shareholder interests by linking the value realized from equity-based awards to sustainable Company performance. Our Corporate Governance Principles require our NEOs are required to meet the stock ownership requirements presented below. | | | | | | | STOCK OWNERSHIP REQUIREMENTS | | | Chief Executive Officer | | | 6x base salary | | | All Other Executive Officers | | | 3x base salary | |
Newly appointed executive officers are required to retain at least fifty percent (50%) of the shares they receive from the vesting of restricted stock units until they become compliant and are given a period of five years to attain full compliance with the requirements. For purposes of this determination, stock ownership includes shares of our common stock whichthat are owned directly or by family members residing with the executive officer or by family trusts vested and deferred restricted stock equivalents and unvested restricted stock equivalentsunits (other than stock equivalentsunits subject to achievement of performance targets). As of September 30, 2021,2023, each of our executive officers compliedNEOs was in compliance with the stock ownership requirements. HEDGING AND PLEDGING PROHIBITION Under our securities trading policy,Securities Trading Policy, directors, officers, colleagues and all colleagues or their designeesrelated persons are prohibited from engaging in speculative trading, hedging or pledgingmonetization transactions inwith respect to Energizer securities, including prohibitions on:including: investing or •trading in market-tradedput or call options, warrants, swaps, forwards and other derivatives or similar instruments on Energizerthe Company’s securities;
•selling the Company’s securities (e.g., puts“short”; and calls); •purchasing financial instruments (including prepaid variable forward contracts, equity swaps, collars, and exchange funds) that are designed to profit from, hedge or offset any change in the market value of equity securities (1) granted to the director, officer, or colleague by Energizerthe Company as part of the compensation of the colleagues or member of the Board of Directors;such person, or (2) held, directly or indirectly, by the director, officer or colleague; purchasing Energizer securities on margin, pledging Energizer securities, or holding Energizer securities in margin accounts;
engaging in “short-sales” of Energizer securities—i.e., selling Energizer stock not owned at the time of the sale; and
speculating on relatively short-term price movements of Energizer securities—i.e., engage in a purchase and sale of Energizer stock within a short period of time.such person.
The policy also prohibits directors, officers, colleagues, and their related persons from holding the transfer of funds intoCompany’s securities in a margin account or out of Energizer stock equivalent funds in Energizer’s benefit plans while in possession or aware of material non-public information, or engagingotherwise pledging the Company’s securities in any other transaction involving Energizer securities,way including pledging, that suggestsas collateral for a loan. CLAWBACK POLICY In November 2023, the misuseBoard amended the Company's Incentive Compensation Recoupment Policy to comply with the applicable provisions of information that is unavailable to the general public. 30 Energizer Holdings, Inc. 2021 Proxy Statement
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Under our annual incentive awardsDodd-Frank Wall Street Reform and long-term incentive awards, inConsumer Protection Act of 2010 and rules and requirements of the NYSE (including Section 303A.14 of the NYSE Listed Company Manual). In the event of aan accounting restatement, of financial results to correct a material error,under the Incentive Compensation Recoupment Policy, the Human Capital Committee, as the committee of the Board responsible for administering the policy, is authorized to reduce or recouprecover certain incentive-based compensation paid to an executive officer’s award, as applicable,officer of the Company on or after October 2, 2023 to the extent thatsuch incentive-based compensation was paid on the Human Capital Committee determines such executive officer’s misconduct was a significant contributing factor tobasis of financial results in respect of any of our three most recently completed fiscal years preceding the need for a restatement.
HOW WE DETERMINE COMPENSATION PAY EVALUATION AND DECISION PROCESS Each year, the Human Capital Committee reviews our executive officers’ performance using a balanced and disciplined approach to determine their base salaries and variable compensation awards. The approach for fiscal 20212023 included a full-year assessment of financial results and progress delivering on our three strategic priorities: Lead with Innovation, Operate with Excellence and Drive Productivity.results. The Human Capital Committee considers various factors that collectively indicate successful management of our business, including: •Company performance, including financial and non-financial measures •The manner in which results are achieved, adherence to risk policies, and the quality of earnings | | | | | | | Energizer Holdings, Inc. 2023 Proxy Statement 39 |
•Year-over-year performance •Company performance relative to our executive compensation peer group ROLE OF INDEPENDENT COMPENSATION CONSULTANT To help determine executive pay, the Human Capital Committee retains an independent compensation consultant, Mercer LLC (“Mercer”),Farient, for advice regarding the general competitive landscape and trends in executive compensation. While the Human Capital Committee meets with the consultant from time to time, the Chair of the Human Capital Committee also communicates directly with the consultant between Human Capital Committee meetings. The independent compensation consultant advises the Human Capital Committee on several matters, including (1) competitive analysis (including in relation to our peer group), (2) incentive plan design, (3) updates on trends in executive and director compensation, (4) peer group composition, (5) developing strategies for how compensation can support executive officer succession planning, and (6) other compensation-related matters as requested by the Human Capital Committee. The Human Capital Committee annually reviews the independence of Mercer LLC in light of SEC rules and NYSE Listed Company Rules regarding compensation consultant independence and has affirmatively concluded that Mercer has no conflicts of interest relating to its engagement by the Human Capital Committee.
During fiscal 2021, the aggregate fees paid to Mercer for services related to executive compensation were approximately $260,785. In fiscal 2021, Mercer and its Marsh & McLennan affiliates were also retained by our management to provide services unrelated to executive compensation, including providing advice regarding our global pension programs in the areas of compliance, administration and funding and global compensation consulting, benchmarking below the executive officer level and insurance. The aggregate fees paid for those other services in fiscal 2021 were approximately $1,063,787. The Human Capital Committee and the Board of Directors did not review or approve the other services provided to management by Mercer and its Marsh & McLennan affiliates, as those services were approved by our management in the normal course of business. We have been advised by Mercer that the reporting relationship and compensation of its consultants who perform executive compensation consulting services for the Human Capital Committee are separate from, and are not determined by reference to, Mercer’s or Marsh & McLennan’s other lines of business or their other work for us. A representative of MercerFarient attends committee meetings and serves as a resource to the Human Capital Committee on executive and director compensation matters. Additionally, to encourage independent review and discussion of executive compensation, the committeeHuman Capital Committee meets with MercerFarient in executive session.
The Human Capital Committee annually reviews the independence of its compensation consultant in light of SEC rules and NYSE Listed Company Rules regarding compensation consultant independence and has affirmatively concluded that Farient has no conflicts of interest relating to its engagement by the Human Capital Committee. The Human Capital Committee also annually reviews the performance of Mercer. | Energizer Holdings, Inc. 2021 Proxy Statement 31
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Executive Compensation Peer GroupEXECUTIVE COMPENSATION PEER GROUPThe Human Capital Committee selects the members of our peer group and periodically examines whether peers continue to meet the criteria for inclusion described below. As part of this process, the Human Capital Committee receives advice from its independent compensation consultant and selects a peer group that includes companies that have the following characteristics: •US-based, publicly traded consumer packaged goods company with “brand identity”in relevant industries including household products and personal products •Similar revenue with limited private label business •Similar number of employees •Global company with a diversified brand portfolio •Limited concentration among customers and distribution primarily through 3rd party retailers For fiscal 2021 compensation planning, based on these criteria and the advice of its independent compensation consultant, the Human Capital Committee determined that the 2020 peer group remained appropriate. | The Clorox Company
Spectrum Brands Holdings, Inc.
Hasbro Inc.
Central Garden & Pet Co.
The Scotts Miracle-Gro Company
| | | Church & Dwight Inc.
Revlon, Inc.
Helen of Troy Ltd.
| | | Lancaster Colony Corporation
Hain Celestial Group, Inc.
Monster Beverage Corporation
Post Holdings, Inc.
| |
In connection with preparations for fiscal 20222023 compensation planning, the Human Capital Committee, with the assistance of Mercer,Farient, conducted a full review of the composition of the peer group. When conducting its review, the Human Capital Committee considered the peer group selection characteristics mentioned above. As a result of such review, the Human Capital Committee determined that the companies listed above remained appropriate peers, but that the composition of the peer group should be supplementedmodified to more closely align with Energizer’s consumer-branded product focus, business model, and competitive market for business and talent. Accordingly, the addition of Edgewell Personal Care Company dueHuman Capital Committee added ACCO Brands and Prestige Consumer Healthcare to its similar financial profile and colleague base. Therefore, below is theEnergizer’s peer group, that is being used for fiscal 2022 compensation planning:and removed Revlon, Inc. and Lancaster Colony Corporation.
| | | | | | | | | | HOUSEHOLD PRODUCTS | | | PERSONAL CARE | | | FOOD AND BEVERAGE | | | | | The Clorox Company
Spectrum Brands Holdings, Inc.
Hasbro Inc.
Central Garden & Pet Co.
The Scotts Miracle-Gro Company | | ACCO Brands | Church & Dwight Inc.
Revlon, Inc.
Helen of Troy Ltd.
Edgewell Personal Care Co. Prestige Consumer Healthcare | | | Lancaster Colony Corporation
Hain Celestial Group, Inc.
Monster Beverage Corporation
Post Holdings, Inc. | | | |
| | | | | | 40 Energizer Holdings, Inc. 2023 Proxy Statement | |
For fiscal 2024 compensation planning, the Human Capital Committee, with the assistance of Farient, determined that the fiscal 2023 peer group remained appropriate. SETTING TOTAL COMPENSATION The Human Capital Committee targets total compensation near the 50th50th percentile of our peer group’s total compensation. The following table shows how we compared to our peer group companies based onthe market and reviews size-adjusted market compensation for Energizer’s revenue for the most recently reported fiscal year and number of employees as of September 30, 2021. | | 75th Percentile | | | $5,721 | | | 7,811 | | | | 50th Percentile | | | $3,241 | | | 5,800 | | | | 25th Percentile | | | $2,089 | | | 3,814 | |
size. | Energizer
| | | $3,022
| | | 6,000
| |
32 Energizer Holdings, Inc. 2021 Proxy Statement
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CEO Assessment, Compensation Process for Executive Officers and Annual TimelineASSESSMENT, COMPENSATION PROCESS FOR EXECUTIVE OFFICERS AND ANNUAL TIMELINE CEO Assessment With respect to our Chief Executive Officer’s pay, the Human Capital Committee conducts an annual performance assessment of the Chief Executive Officer and determines appropriate adjustments to all elements of his pay based on the following factors: | INDIVIDUAL PERFORMANCE
| | | COMPANY PERFORMANCE
| | | MARKET PRACTICES
| | INDIVIDUAL PERFORMANCE | COMPANY PERFORMANCE | MARKET PRACTICES | | | | | Analysis of the Chief Executive Officer’s performance with respect to performance goals approved by the Human Capital Committee, the effectiveness of his leadership, and his experience | | | Returns to shareholders | | | As provided by the independent compensation consultant | | | |
Compensation Process for Executive Officers For the other executive officers, the Chief Executive Officer makes recommendations to the Human Capital Committee for all elements of pay. These recommendations are based on an assessment of the individual’s roles,role, responsibilities, experience and individual performance. The Human Capital Committee also obtains market data from its independent compensation consultant and then reviews, discusses, modifies, and approves these recommendations, as appropriate. Annual Timeline The diagram below summarizes the Human Capital Committee’s annual process for setting executive pay.compensation. | Fall
| | Winter
| | | | | | | | | | | | | Fall | | Winter | | Spring and Summer | | | •Annual CEO performance assessment assessment
•Annual update on Annual and Long-Term Incentive Program metrics and performance
•Review of executive compensation and regulatory environment trends
•Approve executive pay
•Review compensation risk assessment assessment
•Approve compensation plan
| | • Quarterly review of CEO performance assessment
• Quarterly update on Annual and Long-Term Incentive Program
metrics and performance
•Planning for annual compensation risk assessment and approach
•Review of compensation guidelines of institutional shareholders and proxy advisors
•Annual review of Change of Control benefits
| | • Quarterly review of CEO performance assessment
• Quarterly update on Annual and Long-Term Incentive Program
metrics and performance
•Executive Compensation peer group analysis |
| | | | | | | Energizer Holdings, Inc. 2023 Proxy Statement 41 |
ELEMENTS OF COMPENSATION | | | | | | | | | | | | | PRIMARY ELEMENTS OF OUR EXECUTIVE COMPENSATION PROGRAM | | | •Base Salary | | | •Annual Incentive Program | | | •Long-Term Incentive Program | | | — Performance ShareRestricted Stock Unit Awards | | | — Time-Based Restricted ShareStock Unit Awards | | | •Retirement and Other Benefits | | | | |
The Human Capital Committee believes these pay components align the interests of our executives with those of our shareholders by basing a significant portion of total pay on performance and achievement of our short- and long-term goals. The specific mix among the individual components reflects market comparisons (primarily with respect to the median of our peer group) and individual position and performance. | Energizer Holdings, Inc. 2021 Proxy Statement 33
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The general guideline for determining salary levels for our executive officers, including the Chief Executive Officer, is to target the 50th50th percentile of our executive compensation peer group, adjusted forthe market while also considering other factors such as individual performance, responsibilities and experience. While we are cognizantmindful of the competitive range, our primary goal is to compensate our executive officers at a level that is consistent with our compensation philosophy, even if this results in actual pay for some positions that may be higher or lower than the market median. The Human Capital Committee considers adjustments to base salaries for the executive officers on an annual basis. For fiscal 2021, the Human Capital Committee felt2023, Mr. LaVigne, Mr. Drabik, Mr. Lampman, Mr. Vauth, and Ms. Drath requested that they not receive an increase to thein their base salaries of our executive officers in line with the increases provided to our colleagues generally was reasonable in light of the Company’s operating results in fiscal 2020. To remain competitive withcost pressures faced by the market,Company and the launch of Project Momentum. The Human Capital Committee also considered the effect of the increased salaries forapproved keeping our named executive officers in relationofficers' fiscal 2023 salary equal to the median of our peer group. Certain executive officers received larger increases due to promotions or other increases in responsibilities. Mr. LaVigne’s increase related to his promotion to Chief Executive Officer. The increase granted to Mr. Drabik related to his performance and succession transition and Ms. Kim’s increase reflected her contributions and Chief Legal Officer peer data. Mr. Gorman did not receive an increase because of succession transition, and Mr. Hoskins did not receive an increase due to his announced retirement.their fiscal 2022 base salary. The table below sets forth the fiscal 2023 base salaries for our NEOsNEOs. | | | | | | | FY2023 Base Salary | | M.S. LaVigne | $970,000 | | J.J. Drabik | $577,500 | | M.A. Lampman | $474,750 | R.W. Vauth(1) | $436,503 | | S.K. Drath | $401,700 |
(1)The salary presented in the table for Mr. Vauth is shown as well asconverted from Euros to U.S. dollars at the percentage changes as comparedfiscal 2023 average conversion rate used to prepare the prior year. The base salary adjustments for fiscal 2021 were effective December 1, 2020.Company’s financial statements (1 U.S Dollar = 0.9374 Euros). | | M.S. LaVigne | | | $925,000 | | | 35% | | | | A.R. Hoskins | | | $1,060,900 | | | 0% | | | | T.W. Gorman | | | $578,448 | | | 0% | | | | J.J. Drabik | | | $374,000 | | | 10% | | | | S. K. Drath | | | $386,250 | | | 3% | | | | H.H. Kim | | | $456,000 | | | 14% | |
Effective October 1, 2021, Mr. Drabik’s base salary was increased to $550,000 in connection with his promotion to Executive Vice President and Chief Financial Officer.
| | | | | | 34 42 Energizer Holdings, Inc.2021 2023 Proxy Statement
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The overall design of our fiscal 2021 annual incentive program was the same as the fiscal 2020 program. The annual incentive program is based on performance against certain metrics determined by the Human Capital Committee. The overall design of our fiscal 2023 annual incentive program is the same as our fiscal 2022 program. Our fiscal 20212023 annual incentive award was designed to measure performance against the four, equally weightedthree equally-weighted metrics set forth in the table below (dollars in millions):
| | Adjusted Net
Sales | | | Net Sales measures revenue and encourages development of consumer-relevant innovation and in-store execution to drive product sales | | | 25% | | | $2,714 | | | $2,856 | | | $2,990 | | | $2,991 | | | 194% | | | | Adjusted Selling,
General
&
Administrative
(SG&A) Expense
as a Percentage
of Net Sales | | | This metric measures the overhead costs that we incur as a percentage of sales and encourages expense management | | | 25% | | | 16.4% | | | 15.4% | | | 14.4% | | | 14.6% | | | 176% | | | | Adjusted Operating Profit | | | Operating profit measures underlying business profit and encourages selling products, generating strong gross margins and maintaining tight cost controls | | | 25% | | | $425 | | | $473 | | | $520 | | | $495 | | | 145% | | | | Adjusted Free Cash Flow | | | Free cash flow measures the cash generated by our Company; the metric encourages execution of sales goals and expense targets as well as prudent management of capital expenditures and working capital | | | 25% | | | $309 | | | $343 | | | $377 | | | $204 | | | 0% | | | | Total | | | | | | | | | | | | | | | | | | | | | 128.9% | |
| | | | | | | | | | | | | | | | | | | | | | | | | FY2023 | | Driving Shareholder
Value | Weighting | Threshold
(50% of
Bonus
Target) | Target
(100% of
Bonus
Target) | Stretch
(200% of
Bonus
Target) | Actual
Achievement
(1) | Payout | Adjusted
Net
Sales | Net Sales measures revenue and encourages development of consumer-relevant innovation and in-store execution to drive product sales | 33 1/3% | $2,781.5 | $3,007.1 | $3,232.6 | $2,936.0 | 84.3% | Adjusted
Operating
Profit | Operating profit measures underlying business profit and encourages selling products, generating strong gross margins and maintaining tight cost controls | 33 1/3% | $389.5 | $458.2 | $527.0 | $451.0 | 94.8% | Adjusted
Gross
Margin Rate | Gross margin helps drive profitable revenue growth across our business | 33 1/3% | 36.6% | 38.5% | 40.4% | 39.0% | 120.5% | | Total | | | | | | | 99.87% |
(1)Adjustments to the actual achievement metrics vary from reported figures to address the impacts of currency and acquisitions.remove other unusual and non-recurring items. See Appendix A for a description and reconciliation of the non-GAAP financial measures. Our performance target-setting philosophy is consistent with prior years, with targets tied to our annual business plan for the fiscal year and aligned with our long-term strategic plan. The performance goals for each metric are set at the beginning of the fiscal year. Each metric for the annual incentive plan reflects adjustments to financial data derived from our financial statements prepared in accordance with generally accepted accounting principles (“GAAP”) and intended to exclude certain items that the Human Capital Committee believes are not reflective of the Company’s ongoing operating performance. These items include acquisition and integration costs, unusual or non-recurring non-cash accounting impacts,items, and variations in the exchange rate between foreign currencies and budget exchange rates. The Human Capital Committee believes these performance metrics more accurately reflect Energizer’s underlying financial and operating results. See Appendix A for a description and reconciliation of the non-GAAP financial measures. Bonuses increase proportionately in 1/10th of 1% increments corresponding to final resultsActual bonuses are interpolated for performance between the established goals indicated with athreshold and maximum bonus at the Stretch goal.performance. No bonuses tied to performance are paid for results below the Threshold goal. The maximum bonus payout is capped at 200% for Company performance at, or above, the Stretch goal.
Each executive officer was assigned an individual bonus targetstarget based on individual performance and market practice information provided by the independent compensation consultant. For fiscal 2021,2023, the following bonus targets, defined as a percentage of the individual’s base pay, were assigned as follows:assigned: | | | | Bonus Target
| | | A.R. Hoskins
| | | 115%
| FY23 Bonus Target | | M.S. LaVigne | | | 100%
| 125% | J.J. Drabik | T.W. Gorman
| | | 75%
| 85% | M.A. Lampman | J.J. Drabik
| | | 60% | | R.W. Vauth | S.K. Drath
| | | 60% | | S.K. Drath | H.H. Kim
| | | 60% | |
| | | | | | | Energizer Holdings, Inc.2021 2023 Proxy Statement 3543 |
LONG-TERM INCENTIVE PROGRAM In connection with his promotionAt our 2023 Annual Shareholders' Meeting, shareholders approved the Energizer Holdings, Inc. 2023 Omnibus Incentive Plan (the "2023 Plan"), which replaced the Energizer Holdings, Inc. Omnibus Incentive Plan (the "2020 Plan"). The terms of the 2020 Plan will continue to Executive Vice Presidentgovern all awards granted under that plan, and Chief Financial Officer, effective October 1, 2021, Mr. Drabik’s bonus target was increased to 85%no further grants of his base salary.
Long-Term Incentive ProgramOur Omnibus Incentiveequity awards have been or will be made under the 2020 Plan. The 2023 Plan authorizes the Human Capital Committee to grant various types of equity awards. Consistent with prior years, the Human Capital Committee grants to key executives restricted stock unit awards, with achievement of Company performance targets over three years as a condition to vesting of the majority of the award, and continued employment with the Company over the same period as a condition to vesting of the remainder of the award. See “Executive Compensation Tables—Potential Payments Upon Termination or Change of Control”Control”. In November 2020,2022, the Human Capital Committee awarded three-year incentive awards with a performance-based component constituting approximately 70% of the restricted stock equivalentsunits vesting at target achievement and a time-based component constituting approximately 30% of the award value at target of the award.
The size of equity awards granted to our executive officers in fiscal 2023 was based on several factors, including officers’ individual performance, retention of executives, market run-rate for equity grants among our peer group and benchmark data from our peer group provided by our independent compensation consultant. Timing and Procedures for Grants in Fiscal 20212023 Other than in exceptional cases, such as promotions or new hires, long-term incentive awards are granted in the first quarter of the fiscal year (calendar quarter ending December 31), when the Human Capital Committee determines salary levels and bonus programs for the new fiscal year. The size of equity awards granted in fiscal 2021 for our executive officers was based on several factors, including officers’ individual performance, current dilution rates, market run-rate for equity grants among our peer group, and benchmark data from our peer group provided by our independent compensation consultant.
Since Mr. Hoskins announced that he was retiring as Chief Executive Officer as of January 1, 2021, the Human Capital Committee did not provide him with an equity grant commensurate with service as CEO for a full fiscal year. As a result, the grant to Mr. Hoskins, which consisted of 70% long-term performance-based restricted stock units and 30% time-based awards, had a grant date fair value of $350,000. This was determined based on the Committee’s decision to exercise negative discretion in November 2020 to reduce the final payout amounts to the NEOs under the Annual Incentive Plan for fiscal 2020 and consider the impact of this reduction in the granting of NEO fiscal year 2021 long-term incentive awards.
Time-Based Restricted Stock Units The numbertime-based component of restricted stock equivalents awardedthe equity awards granted in fiscal 20212023 was based on the corresponding grant date value of the restricted stock equivalents.units. The restricted stock equivalent awardsunits are stock settled at the end of the three-year period when they convert into unrestricted shares of our common stock if and to the extent that the vesting requirements are met. The number of restricted stock equivalentsunits granted to each executive officer is shown in the “Executive Compensation Tables—Grants of Plan-Based Awards Table.” Long-Term Performance AwardsRestricted Stock Units
In November 2020,The performance-based component of the Human Capital Committeeequity awards granted long-term equity incentive awards to our executive officers. These awardsin fiscal 2023 potentially vest based on performance in fiscal 2021for the period October 1, 2022 through 2023September 30, 2025 based on the achievement of the two performance metrics set forth in the table below.
| | | | | | | | | | FY2023 Grants | | Driving Shareholder Value | | | Weighting | | | Cumulative
Adjusted
Earnings perPer Share | | | AlignsA company performance metric that aligns executive officers with shareholders through a shared focus on the earnings that accrue to a shareholder in our stock
| | | 50% | | Relative Total Shareholder Return | Cumulative
Adjusted Free
Cash Flow
| | | Measures free cash flowA market metric that aligns executive compensation with investor experience and gives shareholders insight into the Company’s shareholder returns relative to net sales, encouraging a sustained focus on maximizing cash flow overcompanies included in the long term
Russell 2000 Consumer Staples Index as of October 1, 2022 | | | 50% | |
Similar to performance metrics under the Annual Incentive Program, the Human Capital Committee adopted performance metrics that use non-GAAP financial measures, which exclude certain items that the Human Capital Committee believes are not reflective of the Company’s ongoing operating performance. The Human Capital Committee believes these performance metrics more accurately reflect Energizer’s underlying financial and operating results. See Appendix A for a description and reconciliation of the non-GAAP financial measures. The number of units granted to each NEO is shown in the “Executive Compensation Tables—Grants of Plan-Based Awards Table.” No vesting of performance based long-term incentive awards occurs for results below the Thresholdthreshold goal, and the maximum bonus payoutvesting percentage is capped at 200% for Company performance at, or above, Stretch performance.the maximum performance goal. | | | | | | 36 44 Energizer Holdings, Inc.2021 2023 Proxy Statement
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Long-Term Shareholder ValueTheLONG-TERM SHAREHOLDER VALUE
We design our awards with the intention that the results we achievedachieve for our shareholders are consistent with the results obtained under our incentive plans. Similarly, theThe performance measures associated with the long-term performance incentive awards that were granted in November 20182020 were measured over a three-year vesting period and were tied to cumulative adjusted earnings per share ("EPS") and cumulative adjusted free cash flow as a percentage of adjusted net sales. BasedTotal performance was weighted 50/50 to each metric. As described in the table below, based on the Company’sCompany's results, over the three-year performance period ended September 30, 2021,2023, as adjusted consistent with the awards' terms, the long-term performance incentive awards granted in fiscal 20182021 paid out at 29%81% of target in November 2023. The number of 2021. | | Cumulative
Adjusted
Earnings per Share | | | 50% | | | $9.42 | | | $10.47 | | | $11.52 | | | $8.79 | | | 0% | | | | Cumulative
Adjusted Free
Cash Flow | | | 50% | | | 10.3% | | | 11.3% | | | 12.3% | | | 10.5% | | | 58% | | | | Total | | | | | | | | | | | | | | | | | | 29% | |
units that were paid out to each executive officer is shown in the "Executive Savings Investment PlanCompensation Tables—Stock Vested Table". | | | | | | | | | | | | | | | | | | | | | | FY2021 - FY2023 | | Weighting | Threshold (50% of Bonus Target) | Target (100% of Bonus Target) | Stretch (200% of Bonus Target) | Actual Achievement (1) | Payout | | Cumulative Adjusted Earnings Per Share | 50% | $9.36 | $10.40 | $11.44 | $11.04 | 162% | | Cumulative Adjusted Free Cash Flow | 50% | 11.2% | 12.2% | 13.2% | 6.0% | 0% | | Total | | | | | | 81% |
(1)Adjustments to the actual achievement metrics vary from reported figures to exclude the impact of certain unusual and extraordinary items, including the Coronavirus (COVAliID-19) pandemic, lost earnings related to the Company's exit from its Russia operations, and higher currency fluctuations. See Appendix A for a description and reconciliation of the non-GAAP financial measures. EXECUTIVE SAVINGS INVESTMENT PLAN Certain executive officers, including ourcertain NEOs, participate in the Company’s executive savings investment plan, our excess 401(k) plan, a non-qualified defined contribution plan. Under the plan, amounts that would be contributed, either by an executive or by the Company on the executive’s behalf, to the Company’s qualified defined contribution plan (the “401(k) plan”) but for limitations imposed by the IRS, are credited to the non-qualified defined contribution executive savings investment plan. The executive savings investment plan provides for immediate vesting of the Company match.matching contributions. Details of the executive savings investment plan, including the contributions, earnings, and year-end balances, are set forth in the “Executive Compensation Tables—Non-Qualified Deferred Compensation Table.” Deferred Compensation PlanDEFERRED COMPENSATION PLANOur colleagues no longer have the opportunity to defer portions of their salary and bonus compensation under the terms of our non-qualified deferred compensation plan, or to invest in the Energizer common stock unit fund within the deferred compensation plan. However, certain current and former executives who were employed by our former parent company before the Spin-Off had their account balances under our former parent company’s deferred compensation plan transferred to our deferred compensation plan. Mr. Hoskins, Mr. LaVigne and Ms. Drath have benefits under the terms of our deferred compensation plan. Details of the deferred compensation program, including the contributions, earnings and year-end balances, are set forth in the “Executive Compensation Tables—Non-Qualified Deferred Compensation Table.” Pension BenefitsPENSION BENEFITSPensionFor colleagues in the United States, pension benefits are provided under the Energizer Holdings, Inc. Retirement Plan, a tax qualifiedtax-qualified defined benefit plan (the “Energizer Holdings, Inc. Retirement Plan”) that is subject to maximum pay and benefit limits under the tax rules. Pension benefits are also provided under a pension restoration plan, (the “Supplementalthe Supplemental Executive Retirement Plan”)Plan, a non-qualified plan that provides a supplement to an executive’s pension benefit equal to the amount that the executive would have received but for limitations under the tax limitations. Mr. Hoskins,Internal Revenue Code. Mr. LaVigne, Mr. Drabik, Mr. Lampman, and Ms. Drath each have pension benefits. Details of pension benefits under the Supplemental Executive Retirement Plan are set forth in the “Executive Compensation Tables—Pension
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Benefits Table”Table”. The plans were frozen as of December 31, 2013, and future retirement service benefits are no longer accrued under this retirement program. The freeze includes both the qualified and non-qualified plans. The Retirement Accumulation Account that was effective from January 1, 2010 to December 31, 2013, included the future retirement benefits of the participants in our former parent company’s qualified defined benefit pension plan, including the participating NEOs,Mr. LaVigne, Mr. Drabik, Mr. Lampman, and Ms. Drath, which were determined in accordance with a retirement accumulation formula. The participants received monthly credits equal to 6% of their eligible benefit earnings for each month, which amounts were credited with monthly interest equal to the 30-year Treasury rate that is reset annually. Certain older, longer-tenured participants, including the NEOs, with age and years of service totaling at least 60 but not more than 74 as of December 31, 2009, received an additional monthly credit equal to 2% of eligible benefit earnings. Participants receive credit for years of service with our former parent company. Other older, longer-tenured participantsParticipants with age and years of service totaling 75 or more as of December 31, 2009, received an additional monthly credit equal to 4% of their eligible benefit earnings. These transition credits were available to eligible plan participants through 2013 (or, if earlier, their termination of employment with the Company). | Energizer Holdings, Inc. 2021 Proxy Statement 37
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The defined benefit plan also used the following benefit calculation formulas, all of which were frozen as of the end of calendar year 2009: •Pension Equity Plan (“PEP”) benefit formula.formula: Under PEP, an executive is entitled to a benefit (payable in lump sum or as a monthly annuity) based on five-year average annual earnings, which were multiplied by “pension equity credits” earned with years of service. The benefit was subject to a three-year vesting period. PEP was applied to Mr. Hoskins,Drabik, Mr. DrabikLampman, and Ms. Drath. •PensionPlus Match Account (“PPMA”).Account: The PPMA generally provided a 325% match under our retirement plan to those participants who made an after-tax contribution of 1% of their annual earnings to our 401(k) plan. To the extent an officer’s PPMA benefit was unavailable due to the IRCInternal Revenue Code of 1986, as amended (“IRC”), limits, the benefit was restored under our excess savings investment plan and not the pension restoration plan for executives. The benefit was generally subject to a three-year vesting requirement. The PPMA benefit was available through the end of the calendar year 2009 for Mr. Hoskins,Drabik, Mr. DrabikLampman, and Ms. Drath. PerquisitesMr. Vauth participates in the Wilkinson Pension Plan. Participants in the Wilkinson Pension Plan are eligible to receive old-age pensions, early old-age pensions, disability pensions, and dependents’ pensions (widows’ pensions and widowers’ pensions). Under the terms of the Wilkinson Pension Plan, normal retirement age is 65. As required by local law, for colleagues who receive German social security pensions, the retirement age is 63 or, in certain circumstances, between 60 and 62. In addition, upon experiencing a qualifying disability, participants in the plan are eligible to receive disability benefits after reaching the age of 50 and completing 15 years of service. All pension benefits under the plan are subject to a waiting period of five years of uninterrupted plan participation. As required by local law, a colleague’s accrued pension benefit becomes nonforfeitable after reaching the age of 21 and participating in the plan for at least three years.The Wilkinson Pension Plan applies the following formulas for determining participant pension benefits: •Old-age pension: The sum of (i) for each year of credited pensionable service, 0.6% of final pensionable salary (up to a maximum pensionable salary equal to the social security wage limit less €500 (the “Wage Limit”)) up to a maximum of 15% of final pensionable salary; plus (ii) for each year of credited pensionable service, 1.2% of final pensionable salary in excess of the Wage Limit, up to a maximum of 30%. Final pensionable salary is the participant’s base pay in the month prior to retirement. Pensionable service is the uninterrupted time of service from the participant’s hiring date to reaching normal retirement age. If a participant terminates employment early prior to a benefit case (death, disability or retirement), then the pension amount for “Old Age Pension”, “Disability Pension”, “Early Old Pension” and “Dependents’ Pension” is prorated by the participant's service until employment termination, divided by the service to normal retirement date (age 65). •Disability pension: The participant’s old-age pension benefit that would be available upon reaching normal retirement age, pro-rated by the ratio of the number of years of the participant’s service until the participant’s qualifying disability to the number of years until normal retirement age. •Early old-age pension: Computed according to the same formula as the disability pension. | | | | | | 46 Energizer Holdings, Inc. 2023 Proxy Statement | |
•Dependents’ pension (widows’, widowers’): (i) in the event of the participant’s death in service, 60% of the participant’s old-age pension benefit; or (ii) in the event of the participant’s death following retirement, 60% of the value of the pension benefit paid immediately before the participant’s death. PERQUISITES We offer a limited number of perquisites for our executive officers. The only perquisite is theWe provide a US executive financial planning program, which provides reimbursement for 80% of the costs incurred for qualifying financial planning, legal, and tax preparation services up to a maximum of $8,000 in the first calendar year the executive is employed by the Company and $6,000 in subsequent calendar years. This benefit partially offsets costs incurred by our executive officers in connection with their regulatory compliance obligations as public company executives. In fiscal 2023, to help mitigate increasing cybersecurity risks, the Company provided each NEO with a subscription to DeleteMe and Lifelock at a value of $1,520 per year. Executive officers are also eligible to participate in the Company’s charitable foundation matching gift program, which is generally available to global colleagues. Under this program, the foundation matches 100% of charitable donations made to eligible charities, up to a maximum of $5,000 per year per colleague. We regularly review the benefits provided to our executives and make appropriate modifications based on peer group analysis and the Human Capital Committee’s evaluation of the retentive value of these benefits. Severance and Other Benefits Following a Change of ControlWe have not entered into employment agreementsConsistent with our executives. However, the Human Capital Committee approved an executive severance plan and change of control agreements for each of our executive officers, as discussed under “Potential Payments upon Termination or Change of Control” to align with thelocal market practice, Mr. Vauth’s employment agreement, as amended, provides that Mr. Vauth is eligible to receive a monthly company car allowance. The Company also provides executive-level Accidental Death & Dismemberment (AD&D) benefit coverage for Mr. Vauth.
SEVERANCE AND OTHER BENEFITS FOLLOWING A CHANGE OF CONTROL In order to enhance our retention of using pre-defined termination programs for NEOs. The change of control agreements are designed to providekey executives with increased securityand, in the event of a change of control. The Human Capital Committee annually reviews the cost and terms of the agreements with input provided by Mercer LLC. We believe that the retention value provided by the agreements, and the benefit to us when the executive is provided the opportunitycontrol, enable them to focus on the interests of shareholders in a potential transaction, we have adopted our Executive Severance Plan and not the executive’s own personal financial interests, outweighs the potential cost, given that:
the protections are common among companiesentered into change of control employment agreements with each of our size,NEOs other than Mr. Vauth, who has an employment agreement in accordance with German law and allow us to offer a competitive compensation package;
the costs will be triggered only if the new controlling entity involuntarily terminates the impacted executives, or the executives resign for good reason, during the protected period;
the agreements include non-compete and non-solicitation covenants binding on the executives, which can provide significant considerations to completion of a potential transaction; and
thestandard market practice. The individuals who have change of control employment agreements are carefully selected by the Board of Directors,Human Capital Committee, and we believe these executives are critical to the process of evaluating or negotiating a potential change of control transaction or in the operation of our business during the negotiations or integration process, so that their retention would be critical to the success of a transaction.
Our Executive Severance Plan and change of control employment agreements include post-termination non-competition and non-solicitation covenants, which we believe provide significant value to our shareholders. We do not permit tax gross-up payments relating to severance payments for change of control employment agreements entered into with our executive officers. A descriptionThe Human Capital Committee annually reviews the cost and terms of the projected cost, if a change of control were to have occurred on the last day of fiscal 2021 and all of the NEOs were terminated on that date, isthese agreements with input provided under by Farient.
See “Executive Compensation Tables—Potential Payments upon Termination or Change of Control”. 38 Energizer Holdings, Inc. 2021 Proxy Statement
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Retirement Transition AgreementsAlan R. Hoskins
In November 2020,On August 4, 2023, the Company, through its subsidiary, Energizer Brands, LLC, entered into a RetirementSeparation Transition Agreement (“Separation and Transition Agreement”) with Mr. Hoskins (the “Hoskins Retirement Agreement”Susan K. Drath, the Company’s Chief Human Capital Officer. Pursuant to the Separation and Transition Agreement, Ms. Drath’s employment with the Company will end effective March 31, 2024 (“Separation Date”), and she will support the orderly transition of her responsibilities through the Separation Date (“Transition Period”). Ms. Drath will cease to serve as wellthe Company’s Chief Human Resources Officer effective as granted him restricted stock units having a grant-date value of $350,000, in connection with Mr. Hoskins’ support of a successful CEO transition,December 31, 2023 and servicethereafter will serve as a Special Advisor to the Company duringthrough the Hoskins Transition Period (defined below). The Hoskins Retirement Agreement, among other things, provides for the following:Separation Date.
Mr. Hoskins remained employed by the Company as a Special Advisor to support the CEO leadership transition by providing advice, guidance and assistance for the period from January 1, 2021, until his retirement as an employee on September 30, 2021 (the “Hoskins Transition Period”), continued to receive his base salary and other benefits;
Since Mr. Hoskins announced his retirement as Chief Executive Officer as of January 1, 2021, the Human Capital Committee did not provide him with an equity grant commensurate with service as CEO for a full fiscal year. As a result, the grant to Mr. Hoskins, which consisted of 70% long-term performance-based restricted stock units and 30% time-based awards, had a grant date fair value of $350,000. This was determined based on the Committee’s decision to exercise negative discretion in November 2020 to reduce the final payout amountsPursuant to the NEOs under the Annual Incentive Plan for fiscal 2020Separation and consider the impactTransition Agreement, which includes a release of this reduction in the granting of NEO fiscal year 2021 long-term incentive awards.
All of Mr. Hoskins’ unvested time-based restricted stock equivalentsclaims, and RSUs remained outstanding during the Hoskins Transition Period and following his retirement vest according to their original vesting dates;
All of Mr. Hoskins’ unvested performance-linked restricted stock equivalents (granted under the 2015 Plan) and RSUs (granted under the Omnibus Incentive Plan) will remain outstanding during the Hoskins Transition Period and following his retirement and will vest according to the Company’s financial results for applicable periods and subject to certain additional conditions;
Mr. Hoskins did not participate in the Executive Officer Bonus Plan during fiscal year 2021; however, he was eligible to receive a transitional cash bonus equal to 115% of his base salary for fiscal year 2021, which was equivalent to the target annual bonus that would have been payable underprovided Ms. Drath otherwise complies with the terms of the Annual Incentive Plan had Mr. Hoskins beenSeparation and Transition Agreement, during the Transition Period, Ms. Drath will continue to receive payment of her base salary and will remain eligible to participate in the Company’s benefit plans and programs in effect during the Transition Period. Additionally, in consideration for her waiver of her right to receive an annual incentive award for the plan year ending September 30, 2023 and the RSUs and performance-based RSUs previously granted to Ms. Drath that were otherwise scheduled to vest
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in 2023, Ms. Drath will receive payments in the aggregate amount of $477,737, subject to her remaining employed through the Separation Date. Following the Separation Date, subject to Ms. Drath remaining employed through such date and her execution of a participant for fiscal year 2021;release of claims, she will be entitled to receive severance payments in an aggregate amount of $1,130,719, payable no later than December 31, 2024. If Ms. Drath’s employment is terminated by the Company without cause prior to the Separation Date, Ms. Drath will remain entitled to receive all payments under the Separation and Mr. Hoskins’ Change of Control Employment Transition Agreement. The Separation and Transition Agreement dated July 1, 2015, continued through, and was terminated as of, his Retirement Date.
The Hoskins Retirement Agreement also contains customary confidentiality, cooperation and non-disparagement provisions, which are perpetual, and non-competition and non-solicitation provisions, which expire on September 30, 2024 (or the date falling three years after the end of the Hoskins Transition Period, whichever is sooner), as well as a mutual release of claims between the Company and Mr. Hoskins.provisions.
Timothy W. Gorman
In June 2021, the Company entered into a Retirement Transition Agreement with Mr. Gorman (the “Gorman Retirement Agreement”) in connection with Mr. Gorman’s support of a successful CFO transition, and service as a Special Advisor to the Company during the Gorman Transition Period (defined below). The Gorman Retirement Agreement, among other things, provides for the following:
Mr. Gorman will remain employed by the Company as a Special Advisor to support the CFO leadership transition for the period from October 1, 2021, through December 31, 2021 (the “Gorman Transition Period”), and continue to receive his base salary and other benefits;
Mr. Gorman’s unvested time-based RSUs will remain outstanding during the Gorman Transition Period, and, following Mr. Gorman’s retirement, time-based RSUs granted in fiscal 2020 and 2021 will vest in full on the originally scheduled vesting dates;
Mr. Gorman’s unvested performance-linked RSUs granted in fiscal 2020 and 2021 will remain outstanding during the Gorman Transition Period, and, following his retirement, those RSUs will vest on a pro-rata basis (based on the number of completed months of service in the three-year performance period) according to the Company’s financial results for applicable periods and subject to certain additional conditions;
Mr. Gorman is not participating in the Executive Officer Bonus Plan during fiscal year 2022; however, he will be eligible
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to receive a transitional cash bonus equal to 75% of his base salary for fiscal year 2022, which is equivalent to the target annual bonus that would have been payable under the terms of the Annual Incentive Plan had Mr. Gorman been a participant for fiscal year 2022, pro rated based on the number of full months of employment during the Gorman Transition Period;
If the Company terminates Mr. Gorman’s services without cause prior to December 31, 2021, he will remain entitled to the same bonus payment and vesting of the time-based and performance-linked RSUs that he would have received if he had continued to serve as Special Advisor until his retirement date; and
Mr. Gorman’s Change of Control Employment Agreement, dated July 1, 2015, was terminated and he is not entitled to duplicate payments or benefits under such agreement and the Gorman Retirement Agreement.
The Gorman Retirement Agreement also contains customary confidentiality, cooperation and non-disparagement provisions, which are perpetual, and non-competition and non-solicitation provisions, which expire on December 31, 2023 (or the date falling two years after the end of the Transition Period, whichever is sooner), as well as a mutual release of claims between the Company and Mr. Gorman.
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HUMAN CAPITAL COMMITTEE REPORT | | | | | | | | | | | | | The Human Capital Committee reviewed and discussed the Compensation Discussion and Analysis with management. Based on this review and discussion, the Human Capital Committee recommended to the Board that the Compensation Discussion and Analysis be included in the proxy statement and incorporated by reference into the Annual Report on Form 10-K for the year ended September 30, 2021.2023. | | | | | | Submitted by the Human Capital Committee members of the Board: | | | | | | Cynthia J. Brinkley — Chair
Bill G. Armstrong
Rebecca D. Frankiewicz
Kevin J. Hunt
Nneka L. Rimmer
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EXECUTIVE COMPENSATION TABLES SUMMARY COMPENSATION TABLE | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Name and Principal Position | Fiscal
Year | Base
Salary (1) | Bonus | Stock
Awards (2)(3) | Option
Awards | Non-Equity
Incentive
Plan
Comp. (4)(5) | Change in
Pension Value
and Nonqualified
Deferred
Comp. Earnings (6) | All Other
Compensation (7) | Total | Mark S. LaVigne President and Chief Executive Officer | 2023 | $ | 970,000 | | $ | 0 | | $ | 7,246,505 | | $ | 0 | | $ | 1,210,865 | | $ | 5,635 | | $ | 153,725 | | $ | 9,586,730 | | | 2022 | $ | 962,500 | | $ | 0 | | $ | 6,524,303 | | $ | 0 | | $ | 1,426,750 | | $ | 3,366 | | $ | 131,521 | | $ | 9,048,440 | | | 2021 | $ | 884,842 | | $ | 0 | | $ | 3,850,020 | | $ | 0 | | $ | 1,140,426 | | $ | 2,266 | | $ | 81,181 | | $ | 5,958,735 | | John J. Drabik Executive Vice President, Chief Financial Officer | 2023 | $ | 577,500 | | $ | 0 | | $ | 1,960,157 | | $ | 0 | | $ | 490,213 | | $ | 7,134 | | $ | 78,892 | | $ | 3,113,896 | | | 2022 | $ | 572,917 | | $ | 0 | | $ | 2,090,707 | | $ | 0 | | $ | 627,710 | | $ | 5,380 | | $ | 44,853 | | $ | 3,341,567 | | | 2021 | $ | 368,333 | | $ | 0 | | $ | 506,046 | | $ | 0 | | $ | 284,858 | | $ | 3,684 | | $ | 34,518 | | $ | 1,197,439 | | Michael A. Lampman Executive Vice President, North America and Global Business Units(9) | 2023 | $ | 474,750 | | $ | 0 | | $ | 1,187,967 | | $ | 0 | | $ | 284,466 | | $ | 24,989 | | $ | 61,146 | | $ | 2,033,318 | | | 2022 | $ | 470,625 | | $ | 0 | | $ | 1,087,440 | | $ | 0 | | $ | 363,977 | | $ | 21,825 | | $ | 44,350 | | $ | 1,988,217 | | Robin W. Vauth Executive Vice President, International (8)(9) | 2023 | $ | 436,503 | | $ | 0 | | $ | 1,187,967 | | $ | 0 | | $ | 261,548 | | $ | 10,809 | | $ | 13,007 | | $ | 1,909,834 | | | 2022 | $ | 439,081 | | $ | 0�� | | $ | 1,087,440 | | $ | 0 | | $ | 339,585 | | $ | 10,885 | | $ | 13,017 | | $ | 1,890,008 | | Susan K. Drath Chief Human Capital Officer | 2023 | $ | 401,700 | | $ | 0 | | $ | 742,498 | | $ | 0 | | $ | 240,695 | | $ | 17,839 | | $ | 50,143 | | $ | 1,452,875 | | | 2022 | $ | 399,125 | | $ | 0 | | $ | 724,963 | | $ | 0 | | $ | 308,682 | | $ | 15,189 | | $ | 49,030 | | $ | 1,496,989 | | | 2021 | $ | 384,326 | | $ | 0 | | $ | 512,837 | | $ | 0 | | $ | 297,234 | | $ | 10,478 | | $ | 40,966 | | $ | 1,245,841 | |
| | Mark S. LaVigne
President and Chief
Executive Officer
| | | 2021 | | | $884,842 | | | $0 | | | $3,850,020 | | | $0 | | | $1,140,426 | | | $2,266 | | | $81,181 | | | $5,958,735 | | | | 2020 | | | $674,170 | | | $0 | | | $1,770,074 | | | $0 | | | $538,893 | | | $3,609 | | | $76,728 | | | $3,063,474 | | | | 2019 | | | $588,024 | | | $0 | | | $1,320,077 | | | $0 | | | $574,492 | | | $5,023 | | | $77,494 | | | $2,565,110 | | | | Alan R. Hoskins
Former Chief Executive
Officer (5)
| | | 2021 | | | $1,060,900 | | | $0 | | | $350,009 | | | $0 | | | $1,572,625 | | | $38,597 | | | $146,179 | | | $3,168,310 | | | | 2020 | | | $1,055,750 | | | $0 | | | $4,243,626 | | | $0 | | | $1,214,111 | | | $50,564 | | | $154,762 | | | $6,718,813 | | | | 2019 | | | $1,025,000 | | | $0 | | | $4,120,076 | | | $0 | | | $1,439,530 | | | $72,162 | | | $158,150 | | | $6,814,918 | | | | Timothy W. Gorman
Chief Financial Officer
| | | 2021 | | | $578,448 | | | $0 | | | $1,120,059 | | | $0 | | | $559,215 | | | $0 | | | $60,142 | | | $2,317,864 | | | | 2020 | | | $575,640 | | | $0 | | | $1,000,049 | | | $0 | | | $431,730 | | | $0 | | | $63,029 | | | $2,070,448 | | | | 2019 | | | $554,667 | | | $0 | | | $1,000,090 | | | $0 | | | $508,024 | | | $0 | | | $76,837 | | | $2,139,618 | | | | John J. Drabik
Senior Vice President,
Corporate Controller
| | | 2021 | | | $368,333 | | | $0 | | | $506,046 | | | $0 | | | $284,858 | | | $3,684 | | | $34,518 | | | $1,197,439 | | | | 2020 | | | $337,253 | | | $0 | | | $400,055 | | | $0 | | | $202,259 | | | $4,593 | | | $32,372 | | | $976,531 | | | | Susan K. Drath
Chief Human Capital
Officer (6)
| | | 2021 | | | 384,326 | | | $0 | | | $512,837 | | | $0 | | | $297,234 | | | $10,478 | | | $40,966 | | | $1,245,841 | | | | Hannah H. Kim
Former Chief Legal Officer
and Corporate Secretary (7)
| | | 2021 | | | $383,514 | | | $0 | | | $664,041 | | | $0 | | | $0 | | | $0 | | | $35,986 | | | $1,083,541 | | | | 2020 | | | $384,314 | | | $0 | | | $520,045 | | | $0 | | | $230,062 | | | $0 | | | $16,134 | | | $1,150,555 | |
(1)
| The amounts listed in the column for fiscal 2021 include a performance-based restricted stock equivalent grant awarded on November 16, 2020 to the executive officers. The value of the performance-based award reflects the most probable outcome award value at the date of its grant in accordance with FASB ASC Topic 718. The award was valued based on the grant date fair value of $42.98 for all executives with the exception of Mr. Hoskins. Mr. Hoskins award was granted on November 20, 2020 with a grant date fair value of $41.26. Refer to Note 8, Share-Based Payments of the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended September 30, 2021 for further discussion. The Company records estimated expense for the performance-based awards based on target achievement for the three-year period unless evidence exists that a different outcome is likely to occur. Following is the maximum award value, if paid, for the performance-based awards granted in fiscal 2021, based on the grant date fair value, M. LaVigne—$5,390,036; A. Hoskins—$490,004; T. Gorman—$1,568,082; J. Drabik—$708,482; Drath—$717,938; and H. Kim—$929,658. The grant date fair value of the performance-based awards included in the table is as follows: |
(1)Increases to base salaries approved during fiscal 2022 were effective December 1, 2022. | Mr. LaVigne $2,695,018
| | | Mr. Gorman, $784,041
| | | Ms. Drath, $358,969
| | | Mr. Hoskins, $245,002
| | | Mr. Drabik, $354,241
| | | Ms. Kim, $464,829
| |
(2)The amounts listedreported in the column for fiscal 2021 also2023 include time-based restricteda performance-based RSU grant awarded on November 7, 2022 to the executive officers. The value of the performance-based award reflects the most probable performance outcome on the grant date, determined in accordance with FASB ASC Topic 718. Half of the award will vest based on target cumulative adjusted earnings per share performance metrics and half will vest based on relative total shareholder return (“TSR”) performance metrics. The closing stock equivalentprice on the grant date, $29.23, was used to determine the fair value for the cumulative adjusted earnings per share portion of the award. The Company records estimated expense for the cumulative adjusted earnings per share portion of the award based on target achievement for the three-year performance period unless a different outcome is likely to occur. The portion of the performance-based RSU grant awarded on November 7, 2022 that is contingent on achievement of relative TSR performance metrics has a 53.7% fair value premium added to the closing stock price on the grant date based on a simulation of outcomes under a Monte Carlo valuation model. Refer to Note 7, Share-Based Payments, of the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended September 30, 2023 for further discussion. The following is the maximum award value, if paid, for the full awards granted by the Human Capital Committee in November 2020 that vest over three years assuming that the officer remains employed with the Company.fiscal 2023: M. LaVigne—$10,370,015; J. Drabik—$2,805,057; Mr. Lampman—$1,700,017; Mr. Vauth—$1,700,017; and Ms. Drath—$1,062,540. The award was granted using grant date fair value of the performance-based awards included in the table is as follows: | | | | | | | | | | | | | Mr. LaVigne, $5,416,503 | Mr. Lampman, $887,950 | Ms. Drath, $554,988 | | Mr. Drabik, $1,465,147 | Mr. Vauth, $887,950 | |
The amounts reported in this column for fiscal 2023 also include a time-based RSU grant awarded on November 7, 2022 to the executive officers that vests three years from the grant date, provided the executive officer remains employed with the Company on the vesting date. The grant date fair value of the time-based awards included in the table, determined in accordance with FASB ASC Topic 718, is as follows: | | | | | | | | | | | | | Mr. LaVigne, $1,155,002$1,830,002 | Mr. Lampman, $300,017 | | Mr. Gorman, $336,018
| | | Ms. Drath, $153,868 | $187,510 | | Mr. Hoskins, $105,007
| | | Mr. Drabik, $151,805$495,010 | Mr. Vauth, $300,017 | |
(3)Ms. Drath's Stock Award was forfeited in accordance with the Drath Separation and Transition Agreement. (4)The amounts reported in this column reflect annual incentive awards earned by the NEOs during the fiscal year under the applicable annual incentive plan. (5)The amount reported for Ms. Drath was determined in accordance with the Company’s annual incentive plan based on actual performance during fiscal 2023 and paid pursuant to the Drath Separation and Transition Agreement. | | | | | | | Energizer Holdings, Inc. 2023 Proxy Statement 49 |
Ms. Kim forfeited all her unvested equity awards upon her departure(6)The amounts reported in this column consist of aggregate changes in the actuarial present value of accumulated benefits under the applicable retirement plan and the supplemental executive retirement plan, our pension restoration plan which are our applicable defined benefit pension plans. To the extent that payments under the qualified retirement plan exceed limitations imposed by the IRS, the excess will be paid under the terms of the non-qualified supplemental executive retirement plan. For Mr. Vauth, this is the change in the actuarial present value from fiscal 2022 to fiscal 2023 of the Company.German defined benefit plan.
(7)The amounts reported in this column with respect to fiscal 2023 consist of the following: (i)Company matching contributions in our 401(k) plan: (2)
| The amounts reported in this column reflect annual incentive awards earned by the NEOs during the fiscal year under the applicable annual incentive plan. | | | | | | | | | | | | | | | | | | | |
(3)
| The amounts reported in this column consist of aggregate changes in the actuarial present value of accumulated benefits under the applicable retirement plan and the supplemental executive retirement plan, our pension restoration plan, which are our applicable defined benefit pension plans. To the extent that payments under the qualified retirement plan exceed limitations imposed by the IRS, the excess will be paid under the terms of the non-qualified supplemental executive retirement plan. |
(4)
| The amounts reported in this column with respect to fiscal 2021 consist of the following: |
(i)
| Company matching contributions in our 401(k) plan: |
| Mr. LaVigne, $17,700 $20,700 | | Mr. Lampman, $19,602 | Mr. Gorman, $16,631
| | | Ms. Drath, $17,588 $18,300 | | | Mr. Hoskins, $17,100
| | | Mr. Drabik, $16,998 $19,514 | | | Ms. Kim, $13,998
| | |
(ii)Company matching contributions in our executive savings investment plan: (ii)
| Company matching contributions in our executive savings investment plan: | | | | | | | | | | | | | | | | | | | |
| Mr. LaVigne, $57,481 $125,505 | | Mr. Lampman, $32,024 | Mr. Gorman, $43,511
| | | Ms. Drath, $17,618 $24,323 | | | Mr. Hoskins, $119,401
| | | Mr. Drabik, $15,606 $54,013 | | | Ms. Kim, $21,988
| | |
These amounts include benefits whichthat were accrued by the NEOs in our executive savings investment plan in lieu of the pension plus match account in our retirement plan due to certain limits imposed by the IRC on accrualscontributions to our 401(k) Plan. (iii)Company contributions into our German Employee Finance Occupational Pension Scheme with Employer Subsidy for Mr. Vauth in our retirement plan. 42 Energizer Holdings, Inc. 2021 Proxy Statement(iv)The incremental cost to the Company of the following perquisites provided to the executive officers:
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TABLE OF CONTENTS
(iii)
| The incremental cost to the Company of the following perquisites provided to the executive officers: |
Executive Financial Planning Program.Program. We reimburse the executives for 80% of the cost of personal financial advisory services, up to certain annual maximums. During fiscal 2021,2023, the following reimbursement payments were made: | | | | | | | | | | | | | | | | | | | Mr. LaVigne, $6,000 | | Mr. Lampman, $8,000 | | Ms. Drath, $6,000 | | Mr. Drabik, $1,914$3,845 | | | Mr. Hoskins, $6,000
| | | Ms. Drath, $5,760
| |
(iv)
| Legal Fees in connection with Mr. Hoskins’ transition agreement, $3,678. |
(v)In fiscal 2023, to help mitigate cybersecurity risks, we provided each NEO with a subscription to DeleteMe and Lifelock. The above listcost per NEO is $1,520 annually. (vi)Mr. Vauth received a company car allowance of perquisites does not include any$10,663 during fiscal 2023. (vii)Company contributions made by our charitable foundation which may have been madefor executive-level Accidental Death & Dismemberment (AD&D) coverage for Mr. Vauth in the amount of $117. (8)The base salary, non-equity incentive compensation, changes in pension value and all other compensation values presented in the table for Mr. Vauth are shown as converted from Euros to U.S. dollars at the requestfiscal 2023 average conversion rate used to prepare the Company’s financial statements (1 U.S Dollar = 0.9374 Euros). (9)Mr. Lampman and Mr. Vauth were appointed by the Board of any of the NEOs. The directors of that foundation, all of whom are colleaguesDirectors to be executive officers of the Company review requests for contributions to charitable organizations from colleagues, officersduring fiscal 2022 and the community at large, and, in their sole discretion, authorize contributions in accordance with the purposes of the foundation. Executive officers are also eligible to participate in the charitable foundation matching gift program, which is generally available to U.S. colleagues. Under this program, the foundation matches 100% of charitable donations of a minimum of $25 made to eligible charities, up to a maximum of $5,000 per year for each individual. Dividend Equivalent Payments Not Included. Holders of restricted stock equivalents have the right to receive cash dividend equivalent payments on restricted stock equivalents but only if the underlying restricted stock equivalents vest. The amounts of such dividends are reflected in the closing price of Energizer Holdings, Inc. common stock on the NYSE (or the common stock of our former parent company prior to the Spin-Off) and are included in the grant date fair valuebecame NEOs for the restricted stock equivalent grants.
(5)
| Mr. Hoskins retired as the Company’s Chief Executive Officer effective January 1, 2021. For additional information regarding Mr. Hoskins’ compensation, see “Compensation Discussion and Analysis—Retirement Transition Agreements.” Mr. LaVigne succeeded Mr. Hoskins as CEO on January 1, 2021. |
(6)
| Ms. Drath is an NEO for the first time based on her fiscal 2021 compensation. As a result, compensation information for prior fiscal years is not required to be presented. |
(7)
| Ms. Kim left the Company in July 2021. |
EQUITY COMPENSATION PLAN INFORMATIONfirst time. As a result, compensation information for fiscal 2021 is not required to be presented.
The following table gives information about the Company’s common stock that may be issued upon the exercise of options, warrants and rights under all of the Company’s existing equity compensation plans as of September 30, 2021:
| | Equity compensation plans approved by security holders | | | 1,310,673 | | | N/A | | | 7,174,780 | | | | Equity compensation plans not approved by security holders | | | None | | | N/A | | | None | | | | Total | | | 1,310,673 | | | N/A | | | 7,174,780 | |
(1)
| The number of securities to be issued upon exercise of outstanding options, warrants and rights shown above, as of September 30, 2021, includes 1,310,673 restricted stock equivalents which have been granted under the terms of the 2015 or Omnibus Plans (including our former parent company stock awards reissued and converted into Energizer stock awards in connection with the Spin-Off). This number reflects target payout on performance awards. If the awards were to pay out at stretch, the number of securities to be issued upon issuance would be 1,993,380. As of December 7, 2021, of the outstanding stock equivalents granted, approximately 190,000 have vested and converted into outstanding shares of our common stock. An additional approximately 713,000 restricted stock equivalents have been granted, including approximately 393,000 performance shares granted at target payout. |
(2)
| The weighted average exercise price does not take into account securities which will be issued upon conversion of outstanding restricted stock equivalents. |
(3)
| This number only reflects securities available under the Omnibus Incentive Plan. Under the terms of that plan, any awards other than options, phantom stock options or stock appreciation rights are to be counted against the reserve available for issuance in a 2 to 1 ratio. This number reflects the target equivalents that could potentially be paid out. If payout numbers were at stretch, the number of shares available for issuance would be 5,809,366. |
GRANTS OF PLAN-BASED AWARDS Awards to the NEOs, and to other key executives, were made in fiscal 20212023 under two separate plans or programs: •potential cash awards under our annual cash incentive program, dependent upon achievement of performance measures established at the beginning of the fiscal year, as described in more detail in “Annual“Executive Compensation—Compensation Discussion and Analysis—Elements of Compensation-—Annual Incentive Program;Program;” and •three-year restricted stock equivalentRSU awards under the terms of our Omnibus2020 Plan, which include a performanceperformance-based component and a time-vestingtime-based component, as described in more detail in “Long-Term"Executive Compensation-—Compensation Discussion and Analysis—Elements of Compensation—Long-Term Incentive Program.Program.” | | | | | | 50 Energizer Holdings, Inc.2021 2023 Proxy Statement 43 | |
GRANTS OF PLAN-BASED AWARDS TABLE | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards ($) | Estimated Future Payouts Under Equity Incentive Plan Awards (#) | | | | Name | Type of Award | Grant
Date | Threshold | Target | Maximum | Threshold | Target | Maximum | All Other
Stock Awards:
Number of
Shares of
Stock (#) | Grant Date
Fair Value
of Stock
and Option
Awards (4) | | M.S. LaVigne | | | | | | | | | | | | Bonus: Annl.Perf.(1) | — | $ | 606,250 | | $ | 1,212,500 | | $ | 2,425,000 | | — | — | — | — | — | | | LTI Award: Perf.(2) | 11/07/22 | — | | — | | — | | 73,042 | 146,083 | 292,166 | — | $ | 5,416,503 | | | LTI Award: Time(3) | 11/07/22 | — | | — | | — | | — | — | — | 62,607 | $ | 1,830,003 | | | J.J. Drabik | | | | | | | | | | | | Bonus: Annl.Perf.(1) | — | $ | 245,438 | | $ | 490,875 | | $ | 981,750 | | — | — | — | — | — | | | LTI Award: Perf.(2) | 11/07/22 | — | | — | | — | | 19,758 | | 39,515 | | 79,030 | | — | $ | 1,465,147 | | | LTI Award: Time(3) | 11/07/22 | — | | — | | — | | — | — | — | 16,935 | $ | 495,010 | | | M.A. Lampman | | | | | | | | | | | | Bonus: Annl.Perf.(1) | — | $ | 142,425 | | $ | 284,850 | | $ | 569,700 | | — | — | — | — | | | LTI Award: Perf.(2) | 11/07/22 | — | | — | | — | | 11,974 | 23,948 | 47,896 | — | $ | 887,950 | | | LTI Award: Time(3) | 11/07/22 | — | | — | | — | | — | — | — | 10,264 | $ | 300,017 | | | R.W. Vauth | | | | | | | | | | | | Bonus: Annl.Perf.(1)(5) | — | $ | 130,951 | | $ | 261,902 | | $ | 523,803 | | — | — | — | — | — | | | LTI Award: Perf.(2) | 11/07/22 | — | | — | | — | | 11,974 | 23,948 | 47,896 | — | $ | 887,950 | | | LTI Award: Time(3) | 11/07/22 | — | | — | | — | | — | — | — | 10,264 | $ | 300,017 | | | S.K. Drath | | | | | | | | | | | | Bonus: Annl.Perf.(1) | — | $ | 120,510 | | $ | 241,020 | | $ | 482,040 | | — | — | — | — | — | | | LTI Award: Perf.(2)(6) | 11/07/22 | — | | — | | — | | 7,484 | 14,968 | 29,936 | — | $ | 554,988 | | | LTI Award: Time(3)(6) | 11/07/22 | — | | — | | — | | — | — | — | 6,415 | $ | 187,510 | |
| | M.S. LaVigne | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Bonus: Annl.Perf.(1) | | | 11/16/20 | | | $442,421 | | | $884,842 | | | $1,769,684 | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | | Perf. Award(2) | | | 11/16/20 | | | — | | | — | | | — | | | 31,352 | | | 62,704 | | | 125,408 | | | — | | | — | | | — | | | $2,695,018 | | | | Perf. Awd:Time Based(3) | | | 11/16/20 | | | — | | | — | | | — | | | — | | | — | | | — | | | 26,873 | | | — | | | — | | | $1,155,002 | | | | A.R. Hoskins | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Bonus: Annl.Perf.(1) | | | 11/16/20 | | | $610,018 | | | $1,220,035 | | | $2,440,070 | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | | Perf. Award(2) | | | 11/16/20 | | | — | | | — | | | — | | | 2,969 | | | 5,938 | | | 11,876 | | | — | | | — | | | — | | | $245,002 | | | | Perf. Awd:Time Based(3) | | | 11/16/20 | | | — | | | — | | | — | | | — | | | — | | | — | | | 2,545 | | | — | | | — | | | $105,007 | | | | T.W. Gorman | | | | | ��� | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Bonus: Annl.Perf.(1) | | | 11/16/20 | | | $216,918 | | | $433,836 | | | $867,672 | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | | Perf. Award(2) | | | 11/16/20 | | | — | | | — | | | — | | | 9,121 | | | 18,242 | | | 36,484 | | | — | | | — | | | — | | | $784,041 | | | | Perf. Awd:Time Based(3) | | | 11/16/20 | | | — | | | — | | | — | | | — | | | — | | | — | | | 7,818 | | | — | | | — | | | $336,018 | | | | J.J. Drabik | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Bonus: Annl.Perf.(1) | | | 11/16/20 | | | $110,500 | | | $221,000 | | | $442,000 | | | — | | | — | | | — | | | — | | | — | | | — | | | | | | | Perf. Award(2) | | | 11/16/20 | | | — | | | — | | | — | | | 4,121 | | | 8,242 | | | 16,484 | | | — | | | — | | | — | | | $354,241 | | | | Perf. Awd:Time Based(3) | | | 11/16/20 | | | — | | | — | | | — | | | — | | | — | | | — | | | 3,532 | | | — | | | — | | | $151,805 | | | | S. K. Drath | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Bonus: Annl.Perf.(1) | | | 11/16/20 | | | $115,298 | | | $230,596 | | | $461,191 | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | | Perf. Award(2) | | | 11/16/20 | | | — | | | — | | | — | | | 4,176 | | | 8,352 | | | 16,704 | | | — | | | — | | | — | | | $358,969 | | | | Perf. Awd:Time Based(3) | | | 11/16/20 | | | — | | | — | | | — | | | — | | | — | | | — | | | 3,580 | | | — | | | — | | | $153,868 | | | | H.H. Kim | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Bonus: Annl.Perf.(1) | | | 11/16/20 | | | $133,993 | | | $267,985 | | | $535,971 | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | | Perf. Award(2) | | | 11/16/20 | | | — | | | — | | | — | | | 5,408 | | | 10,815 | | | 21,630 | | | — | | | — | | | — | | | $464,829 | | | | Perf. Awd:Time Based(3) | | | 11/16/20 | | | — | | | — | | | — | | | — | | | — | | | — | | | 4,635 | | | — | | | — | | | $199,212 | |
(1)
| These amounts represent the estimated possible payouts of annual cash awards for fiscal 2021 under our annual cash incentive program for each of our NEOs. The actual amounts earned under the annual cash bonus program for fiscal 2021 are disclosed in the “Summary Compensation Table” above as part of the column entitled “Non-Equity Incentive Plan Compensation.”
|
(2)
| Vesting of these restricted stock equivalents (the performance-linked component), awarded under the three-year performance awards, is subject to achievement of pre-established performance criteria for cumulative adjusted earnings per share and cumulative adjusted free cash flow as a percentage of net sales over the three-year period commencing October 1, 2020, the beginning of our fiscal 2021. See “Long-Term Incentive Program”.
|
(3)
| These restricted stock equivalents (the time-vesting component) will vest three years from the date of grant if the executive officer remains employed with us at that time. The grant date fair value of the amount calculated in accordance with accounting guidance is included in the “Stock Awards” column of the “Summary Compensation Table”.
|
(4)
| These amounts represent the grant date fair value calculated in accordance with FASB ASC Topic 718, excluding forfeiture assumptions. For the three-year performance awards, the value includes the grant date fair value of the awards computed in accordance with FASB ASC Topic 718, applying the same valuation model and assumptions applied for financial reporting purposes, excluding forfeiture assumptions. These amounts may not correspond to the actual value realized by the NEOs. These amounts include awards granted at target. For the three-year time-vesting awards, these amounts represent the grant date fair value calculated in accordance with FASB ASC Topic 718, excluding forfeiture assumptions. The value includes 100% of such awards, with no reduction for potential forfeiture. |
(1)These amounts represent the estimated possible payouts of annual cash awards for fiscal 2023 under our annual cash incentive program for each of our NEOs. The actual amounts earned under the annual cash incentive program for fiscal 2023 are disclosed in the “Summary Compensation Table” above as part of the column entitled “Non-Equity Incentive Plan Compensation.” (2)Vesting of these performance-based RSUs, awarded under the 2020 Plan, is subject to achievement of pre-established performance criteria for cumulative adjusted earnings per share and relative total shareholder return over the three-year period commencing October 1, 2022, subject to the executive officer’s continued employment with the Company on the vesting date. (3)These time-based RSUs vest three years from the date of grant, subject to the executive officer’s continued employment with the Company on the vesting date. (4)These amounts represent the grant date fair value calculated in accordance with FASB ASC Topic 718, excluding forfeiture assumptions. For the three-year performance awards, the value reflects the most probable performance outcome at the date of the awards’ grant. These amounts may not correspond to the actual value realized by the NEOs upon vesting of the awards. For the three-year time-vesting awards, these amounts include 100% of such awards, with no reduction for potential forfeiture. (5)Mr. Vauth’s bonus values are shown as converted from Euros to U.S. dollars at the fiscal 2023 average conversion rate used to prepare the Company’s financial statements (1 U.S Dollar = 0.9374 Euros). (6)Ms. Kim’s grants and bonus eligibilityDrath's LTI Awards were forfeited upon her departure fromin accordance with the Company in July 2021.Drath Separation and Transition Agreement.
For further discussion regarding the fiscal year 20212023 grants under our annual incentive program see “Executive Compensation—Compensation Discussion and Analysis—Elements of Compensation—Annual Incentive Program,” and for further discussion regarding the timing and procedures for the fiscal year 20212023 grants of performance-based and time-based long-term incentive awards, See see “Executive Compensation—Compensation Discussion and Analysis—Elements of Compensation—Long-Term Incentive Program.Program.” | | | | | | 44 | Energizer Holdings, Inc.2021 2023 Proxy Statement | 51 |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END The following table and footnotes set forth information regarding outstanding restricted stock equivalentequity awards, as of September 30, 2021,2023, for the NEOs. All such awards are in the form of restricted stock equivalents or units,RSUs, the vesting of which is, for performance-based awards, subject to the achievement of cumulative financial metrics over a three-year period, and, for time-based awards, generally over a three-year period, subject to acceleration of vesting in certain limited circumstances as contemplated under our equity incentive plans. See “Executive Compensation—Compensation Discussion and Analysis – Analysis—Elements of Compensation – Compensation—Long Term Incentive Program.” | | | | | | | | | | | | | | | | | | | | | | | | | | | | Stock Awards | | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | M.S. LaVigne | 11/16/20 | 77,663 | (2) | $ | 2,488,323 | | 0 | (2) | $ | — | | | 11/15/21 | 43,549 | (3) | $ | 1,395,310 | | 101,613 | (4) | $ | 3,255,681 | | | 11/07/22 | 62,607 | (5) | $ | 2,005,928 | | 219,125 | (6) | $ | 7,020,765 | | | J.J. Drabik | 11/16/20 | 10,208 | (2) | $ | 327,064 | | 0 | (2) | $ | — | | | 11/15/21 | 13,955 | (3) | $ | 447,118 | | 32,562 | (4) | $ | 1,043,286 | | | 11/07/22 | 16,935 | (5) | $ | 542,597 | | 59,273 | (6) | $ | 1,899,107 | | | M.A. Lampman | 11/16/20 | 6,984 | (2)(7) | $ | 223,767 | | 0 | (2) | $ | — | | | 11/15/21 | 4,839 | (3)(8) | $ | 155,042 | | 16,936 | (4) | $ | 542,629 | | | 11/07/22 | 10,264 | (5)(9) | $ | 328,859 | | 35,922 | (6) | $ | 1,150,941 | | | R.W. Vauth | 11/16/20 | 9,078 | (2) | $ | 290,859 | | 0 | (2) | $ | — | | | 11/15/21 | 7,259 | (3) | $ | 232,578 | | 16,936 | (4) | $ | 542,629 | | | 11/07/22 | 10,264 | (5) | $ | 328,859 | | 35,922 | (6) | $ | 1,150,941 | | | S.K. Drath | 11/16/20 | 0 | (10) | $ | — | | 0 | (10) | $ | — | | | 11/15/21 | 0 | (10) | $ | — | | 0 | (10) | $ | — | | | 11/07/22 | 0 | (10) | $ | — | | 0 | (10) | $ | — | |
(1)The market value of awards that had not vested as of 9/30/2023 was determined by multiplying $32.04, the closing market price per share of the Company’s common stock on 9/30/2023, by the number of RSUs. (2)Includes time-based RSUs granted on 11/16/2020 that have since vested on 11/16/2023 and performance-based RSUs granted on 11/16/2020 with a performance period that ended 9/30/2023 but remained subject to service-based vesting through 11/14/2023 when performance was assessed at 81%. (3)Time-based RSUs granted on 11/15/2021 will vest on 11/15/2024, subject to continued service through the vesting date. (4)Performance-based RSUs granted on 11/15/2021 will vest on the date earnings are released for the full performance period of fiscal 2022 through 2024, subject to achievement of threshold performance and continued service through the vesting date. The shares shown in the table reflect achievement of target performance. (5)Time-based RSUs granted on 11/7/2022 will vest on 11/7/2025, subject to continued service through the vesting date. (6)Performance-based RSUs granted on 11/7/2022 will vest on the date earnings are released for the full performance period of fiscal 2023 through 2025, subject to achievement of threshold performance and continued service through the vesting date. The shares shown in the table reflect one-half of the award achieved at target performance and one-half of the award achieved at maximum performance. (7)Does not include time-based RSUs that were deemed retirement vested on 11/16/2021 and 11/16/2022 and are reflected in the “Stock Vested Table” below. (8)Does not include time-based RSUs that were deemed retirement vested on 11/15/2022 and are reflected in the "Stock Vested Table" below. Includes time-based RSUs that were deemed retirement vested on 11/15/2023. (9)Includes time-based RSUs that were deemed retirement vested on 11/15/2023. (10)Ms. Drath’s outstanding time-based and performance-based RSUs were forfeited in accordance with the Drath Transition Agreement prior to 9/30/2023. | | | | |
| | M.S. LaVigne | | | 11/12/2018 | | | 6,573 | | | $256,676 | | | 4,448 | | | $173,694 | | | | 11/11/2019 | | | 12,321 | | | $481,135 | | | 14,374 | | | $561,305 | | | | 11/16/2020 | | | 26,873 | | | $1,049,391 | | | 31,352 | | | $1,224,296 | | | | Total | | | | | | 45,767 | | | $1,787,202 | | | 50,174 | | | $1,959,295 | | | | A.R. Hoskins | | | 11/12/2018 | | | 20,515 | | | $801,111 | | | 13,882 | | | $542,092 | | | | 11/11/2019 | | | 29,538 | | | $1,153,459 | | | 34,461 | | | $1,345,702 | | | | 11/16/2020 | | | 2,545 | | | $99,382 | | | 2,969 | | | $115,939 | | | | Total | | | | | | 52,598 | | | $2,053,952 | | | 51,312 | | | $2,003,733 | | | | T.W. Gorman | | | 11/12/2018 | | | 4,980 | | | $194,469 | | | 3,370 | | | $131,599 | | | | 11/11/2019 | | | 6,961 | | | $271,827 | | | 5,640 | | | $220,242 | | | | 11/16/2020 | | | 7,818 | | | $305,292 | | | 3,294 | | | $128,631 | | | | Total | | | | | | 19,759 | | | $771,588 | | | 12,304 | | | $480,472 | | | | J.J. Drabik | | | 11/12/2018 | | | 1,245 | | | $48,617 | | | 843 | | | $32,919 | | | | 11/11/2019 | | | 2,785 | | | $108,754 | | | 3,249 | | | $126,873 | | | | 11/16/2020 | | | 3,532 | | | $137,925 | | | 4,121 | | | $160,925 | | | | Total | | | | | | 7,562 | | | $295,296 | | | 8,213 | | | $320,717 | | | | S.K. Drath | | | 11/12/2018 | | | 1,494 | | | $58,341 | | | 1,011 | | | $39,480 | | | | 11/11/2019 | | | 2,367 | | | $92,431 | | | 2,762 | | | $107,857 | | | | 11/16/2020 | | | 3,580 | | | $139,799 | | | 4,176 | | | $163,073 | | | | Total | | | | | | 7,441 | | | $290,571 | | | 7,949 | | | $310,410 | | | | H.H. Kim(11) | | | | | | — | | | — | | | — | | | — | | | | Total | | | | | | — | | | — | | | — | | | — | |
(1)
| Restricted stock equivalents granted on 11/12/2018 vested on 11/12/2021. |
(2)
| Restricted stock equivalents granted on 11/11/2019 vest on 11/11/2022. |
(3)
| Restricted stock equivalents granted on 11/16/2020 vest on 11/16/2023. |
(4)
| Performance-based restricted stock equivalent awards each vest on the date the Human Capital Committee certifies the results of the third fiscal year of the performance period for the respective award. |
(5)
| Pursuant to Mr. Hoskins’ Retirement Transition Agreement, his 2019, 2020 and 2021 Time-Based Restricted Stock awards continue to vest and become payable pursuant to the terms of the applicable award agreement as though he remained employed by Energizer until the applicable vesting dates. |
(6)
| Pursuant to Mr. Gorman’s Retirement Transition Agreement, his awards under the fiscal year 2020 and 2021 Time-Based Restricted Stock Equivalent Award Agreements shall continue to vest and become payable pursuant to the terms of the applicable award agreement as though he remained employed by Energizer until the applicable vesting date. |
(7)
| The market value of awards that have not vested was determined by multiplying $39.05, the closing market price per share of the Company’s stock on September 30, 2021, by the number of restricted stock equivalents. |
(8)
| Performance-based restricted stock equivalent awards granted on 11/12/2018 vested on November 12, 2021, the date the Human Capital Committee certified the results of fiscal 2021, the last period of the performance period for such awards, at 29%. Performance-based restricted stock equivalent awards granted 11/11/2019 and 11/16/2020 reflect the number of share equivalents calculated based on achieving performance goals at the threshold level. |
(9)
| Pursuant to Mr. Hoskins’ Retirement Transition Agreement, his 2019, 2020 and 2021 Performance-Based Restricted Stock awards continue to vest and become payable pursuant to the terms of the applicable award agreement as though he remained employed by Energizer until the applicable vesting date. |
(10)
| Pursuant to Mr. Gorman’s Retirement Transition Agreement, he is to receive a pro rata portion of his fiscal year 2020 and 2021 performance-based restricted stock equivalent awards calculated by multiplying the total number of performance restricted stock equivalents granted under the applicable award agreement by a fraction, the numerator of which is the total number of completed months Colleague is employed during the performance period and the denominator of which is 36. The Performance Pro-Rata Portion shall be paid pursuant to the terms and conditions of the applicable award agreement. |
(11)
| Ms. Kim forfeited all unvested equity awards upon her departure from the Company. |
| | | | | | 52 Energizer Holdings, Inc.2021 2023 Proxy Statement 45 | |
TABLE OF CONTENTS
STOCK VESTED TABLE
| | M.S. LaVigne | | | 36,764 | | | $1,573,218 | | | | A.R. Hoskins | | | 111,405 | | | $4,767,281 | | | | T. W. Gorman | | | 23,675 | | | $1,013,109 | | | | J.J. Drabik | | | 6,964 | | | $298,006 | | | | S.K. Drath | | | 8,775 | | | $375,502 | | | | H.H. Kim | | | 764 | | | $31,721 | |
(1)
| On November 16, 2020, 133% of the performance-based restricted stock equivalent awards granted in fiscal 2018 vested in accordance with the terms of the award agreements. The number of equivalents that vested for each executive officer at a market price of $42.98 is as follows: Mr. LaVigne, 27,804, Mr. Hoskins, 84,255; Mr. Gorman, 17,905; Mr. Drabik, 5,267; and Ms. Drath, 6,636. |
(2)
| On November 13, 2020, 100% of the time-based restricted stock equivalent awards granted in fiscal 2018 vested in accordance with the terms of the award agreements. The number of equivalents that vested for each executive officer at a market price of $42.21 is as follows: Mr. LaVigne, 8,960, Mr. Hoskins, 27,150; Mr. Gorman, 5,770; Mr. Drabik, 1,697; and Ms. Drath, 2,139. |
(3)
| On June 25, 2021, 25% of the time-based restricted stock equivalent award granted on June 25, 2018 to Ms. Kim vested. A total of 504 equivalents vested at a market price of $42.20. |
(4)
| On November 12, 2020, 25% of the time-based restricted stock equivalent award granted on November 12, 2018 to Ms. Kim vested. A total of 260 equivalents vested at a market price of $40.20. |
STOCK VESTED TABLE
| | | | | | | | | | | | | Stock Awards | | Name | Number of Shares Acquired on Vesting (1)(2) | Value Realized on Vesting ($)(4) | | M.S. LaVigne | 12,321 | | $ | 362,607 | | | J.J. Drabik | 2,785 | | $ | 81,963 | | | M.A. Lampman (3) | 4,511 | | $ | 150,954 | | | R.W. Vauth | 3,133 | | $ | 92,204 | | | S.K. Drath | 2,367 | | $ | 69,661 | |
TABLE OF CONTENTS
(1)The threshold levels for the performance-based RSUs granted on 11/11/2019 were not met and no shares were received with respect to such awards.(2)On 11/11/2022, 100% of the time-based RSUs granted on 11/11/2019 vested in accordance with the terms of the award agreements. The number of such RSUs that vested for each NEO is as follows: Mr. LaVigne, 12,321; Mr. Drabik, 2,785; Mr. Lampman, 1,044; Mr. Vauth, 3,133; and Ms. Drath, 2,367. (3)Does not include (i) 2,089 time-based RSUs granted to Mr. Lampman on 11/11/2019, 1,045 of which were deemed retirement vested on 11/11/2020 and 1,044 of which were deemed retirement vested on 11/11/21 or (ii) 1,047 time-based RSUs granted to Mr. Lampman on 11/16/2020 that were deemed retirement vested on 11/16/2021. Includes (i) 1,044 time-based RSUs granted to Mr. Lampman on 11/11/2019 that vested on 11/11/2022, (ii) 1,047 time-based RSUs granted to Mr. Lampman on 11/16/2020 that were deemed retirement vested on 11/16/2022 and (iii) 2,420 time-based RSUs granted to Mr. Lampman on 11/15/2021 that were deemed retirement vested on 11/15/2022. (4)Calculated by multiplying the number of RSUs vested by the market value of the underlying shares on the vesting date (which was 11/11/2022). In the case of Mr. Lampman's retirement vested shares, the value realized on vesting is calculated by multiplying the number of RSUs vested by the market value of the underlying shares on the deemed vesting date. PENSION BENEFITS TABLE | | | | | | | | | | | | | | | | | | | Name | Plan Name (1) | Number of Years Credited Service (#)(2)(3)(4) | Present Value of Accumulated Benefit ($)(5) | Payments During Last Fiscal Year ($) | | M.S. LaVigne | Energizer Retirement Plan | 4 | $ | 93,500 | | $ | — | | | Supplemental Executive Retirement Plan | 4 | $ | 91,552 | | $ | — | | | J.J. Drabik | Energizer Retirement Plan | 12 | $ | 230,592 | | $ | — | | | Supplemental Executive Retirement Plan | 4 | $ | 6,849 | | $ | — | | | M.A. Lampman | Energizer Retirement Plan | 27 | $ | 839,859 | | $ | — | | | Supplemental Executive Retirement Plan | — | $ | — | | $ | — | | | R.W. Vauth | Wilkinson Pension Plan(6)(7) | 16 | $ | 106,907 | | $ | — | | | S.K. Drath | Energizer Retirement Plan | 22 | $ | 580,131 | | $ | — | | | Supplemental Executive Retirement Plan | 4 | $ | 18,339 | | $ | — | |
(1)The Energizer Retirement Plan is frozen. It includes several benefit formulas applicable at different periods, as explained in the “Compensation Discussion and Analysis”. One formula was the Retirement Accumulation Account, a cash balance benefit effective from January 1, 2010 through December 31, 2013 when the entire plan was frozen. This applies to the U.S.-based NEOs. Two prior formulas, the PEP and the PPMA, were frozen as of December 31, 2009. Mr. Drabik’s, Mr. Lampman’s and Ms. Drath’s benefit values also include these two additional formulas. The Supplemental Executive Retirement Plan was also frozen as of December 31, 2013. The plan provided benefits based on the same formulas as the Energizer Retirement Plan (with the exception of the PensionPlus Match Account) but reflected compensation above the maximum compensation limit. (2)The number of years of credited service shown for each executive reflects years of actual service prior to the pension plan being frozen, which are less than each executive’s actual years of service with the Company. | | | | |
| | M.S. LaVigne | | | Energizer Retirement Plan | | | 4 | | | $88,952 | | | $0 | | | | Supplemental Executive Retirement Plan | | | 4 | | | $87,099 | | | $0 | | | | A.R. Hoskins | | | Energizer Retirement Plan | | | 31 | | | $1,161,638 | | | $0 | | | | Supplemental Executive Retirement Plan | | | 30 | | | $1,372,091 | | | $0 | | | | T.W. Gorman | | | Energizer Retirement Plan | | | — | | | $0 | | | $0 | | | | Supplemental Executive Retirement Plan | | | — | | | $0 | | | $0 | | | | J.J. Drabik | | | Energizer Retirement Plan | | | 12 | | | $218,411 | | | $0 | | | | Supplemental Executive Retirement Plan | | | 4 | | | $6,516 | | | $0 | | | | S.K. Drath | | | Energizer Retirement Plan | | | 22 | | | $547,995 | | | $0 | | | | Supplemental Executive Retirement Plan | | | 4 | | | $17,447 | | | $0 | | | | H.H. Kim | | | Energizer Retirement Plan | | | — | | | $0 | | | $0 | | | | Supplemental Executive Retirement Plan | | | — | | | $0 | | | $0 | |
(1)
| The Energizer Retirement Plan is frozen. It includes several benefit formulas applicable at different periods, as explained in the “Compensation Discussion and Analysis”. One formula was the Retirement Accumulation Account, a cash balance benefit effective from January 1, 2010 through December 31, 2013 when the entire plan was frozen. This applies to four executives. Two prior formulas, the Pension Equity Plan and the PensionPlus Match Account, were frozen as of December 31, 2009. Mr. Hoskins’, Mr. Drabik’s and Ms. Drath’s benefit values also includes these two additional formulas. The Supplemental Executive Retirement Plan was also frozen as of December 31, 2013. The plan provided benefits based on the same formulas as the Energizer Retirement Plan (with the exception of the PensionPlus Match Account) but reflected compensation above the maximum compensation limit. |
(2)
| The number of years of credited service shown for each executive reflects years of actual service prior to the pension plan being frozen, which are less than each executive’s actual years of service with the Company. For Mr. Hoskins 14 of the years shown were with Edgewell, our former parent company, and the remainder were with Ralston Purina Company, Edgewell’s former parent. Mr. Hoskins’ service in the Supplemental Executive Retirement Plan is less than his years under the Energizer Retirement Plan due to a one-time action by the Human Capital Committee in February of 2009. In order to reduce cash outlays and bolster the Company’s compliance with its debt covenants, accrual of benefits for officers in the Supplemental Executive Retirement Plan were suspended for the calendar year, and in lieu of those and other benefits, Mr. Hoskins was granted a 2009 performance award. |
(3)
| Mr. LaVigne’s and Mr. Drabik’s years of service credited in the Energizer Retirement Plan were with Edgewell, our former parent company. |
(4)
| For Ms. Drath, 14 years of service shown were with Edgewell, our former parent company, and the remainder were with Ralston Purina Company, Edgewell’s former parent. |
(5)
| The value of benefits shown equal the account balances under the plans and benefit formulas in which the named executive officer participates. The account balances grow with a monthly interest credit based on the 30-year Treasury rate reset annually. The value is available on termination without reduction. Assumptions used in the valuations are set forth in “Note 14, Pension Plans” of the Notes to Consolidated Financial Statements of our Annual Report on Form 10-K for year ended September 30, 2021.
|
| | | | | | | Energizer Holdings, Inc.2021 2023 Proxy Statement 4753 |
(3)Mr. LaVigne’s and Mr. Drabik’s years of service credited in the Energizer Retirement Plan were with Edgewell, our former parent company. (4)For Mr. Lampman and Ms. Drath, 14 years of service shown were with Edgewell, our former parent company, and the remainder were with Ralston Purina Company, Edgewell’s former parent. (5)The value of benefits shown equal the account balances under the plans and benefit formulas in which the named executive officer participates. The account balances grow with a monthly interest credit based on the 30-year Treasury rate, reset annually. The value is available on termination without reduction. Assumptions used in the valuations are set forth in Note 13, Pension Plans, of the Notes to Consolidated Financial Statements of our Annual Report on Form 10-K for year ended September 30, 2023. (6)Represents capitalized value under the Wilkinson Pension Plan for Mr. Vauth. The formulas for determining the participant benefits under the old-age, disability, early-age and dependents’ pensions are set forth in “Compensation Discussion and Analysis—Elements of Compensation— Pension Benefits”. (7)The amounts presented in the table for Mr. Vauth are shown as converted from Euros to U.S. dollars at the fiscal 2023 average conversion rate used to prepare the Company’s financial statements (1 U.S Dollar = 0.9374 Euros). NON-QUALIFIED DEFERRED COMPENSATION TABLE | | | | | | | | | | | | | | | | | | | | | | | | | Name | Plan | Executive
Contributions in
Last FY
($)(1) | Registrant
Contributions in
Last FY
($)(2) | Aggregate
Earnings in
Last FY
($)(3) | Aggregate Withdrawals/ Distributions ($)(4) | Aggregate Balance at Last FYE ($)(5) | | M.S. LaVigne | Def’d Comp. Plan | $ | — | | $ | — | | $ | 49,392 | | $ | — | | $ | 708,318 | | | Exec. S.I.P. | $ | 143,805 | | $ | 125,505 | | $ | 796,876 | | $ | — | | $ | 3,348,658 | | | J.J. Drabik | Def’d Comp. Plan | $ | — | | $ | — | | $ | — | | $ | — | | $ | — | | | Exec. S.I.P. | $ | 72,313 | | $ | 54,013 | | $ | 137,418 | | $ | — | | $ | 720,999 | | | M.A. Lampman | Def’d Comp. Plan | $ | — | | $ | — | | $ | — | | $ | — | | $ | — | | | Exec. S.I.P. | $ | 50,324 | | $ | 32,024 | | $ | 50,772 | | $ | — | | $ | 311,866 | | | Restricted Stock Units | $ | 109,264 | | $ | — | | $ | 18,057 | | $ | 61,470 | | $ | 160,911 | | | R.W. Vauth (6) | Def’d Comp. Plan | $ | — | | $ | — | | $ | — | | $ | — | | $ | — | | | Exec. S.I.P. | $ | — | | $ | — | | $ | — | | $ | — | | $ | — | | | S.K. Drath | Def’d Comp. Plan | $ | — | | $ | — | | $ | 46,572 | | $ | — | | $ | 667,876 | | | Exec. S.I.P. | $ | 42,623 | | $ | 24,323 | | $ | 70,453 | | $ | — | | $ | 612,496 | |
(1)Executive officer contributions to our executive savings investment plan during fiscal 2023 consist of deferrals of salary earned with respect to fiscal 2023, which are included in the “Summary Compensation Table” of this proxy statement. RSU contributions represent time-based RSUs granted on 11/16/2020 that were deemed retirement vested on 11/16/2022 but were not settled until 11/16/2023 and time-based RSUs granted on 11/15/2021 that were deemed retirement vested on 11/15/2022. The value of the RSUs in this column, which are included in the “Stock Vested Table” in this proxy statement, was determined by multiplying the closing market price per share of the Company’s common stock on the vesting date by the number of RSUs. (2)Contributions and accruals to our executive savings investment plan consist of Company contributions that would have otherwise been contributed to the named executive officer’s 401(k) plan account but for limitations imposed by the IRC. These amounts, in their entirety, are included in the “All Other Compensation” column of the “Summary Compensation Table”. (3)Aggregate earnings/(losses) shown in this column consist of: –amounts credited to each executive under the investment options of the executive savings investment plan, reflecting actual earnings, including appreciation and depreciation, on investment funds offered under our qualified 401(k) plan with returns during fiscal 2023 ranging from 0.74% to 27.71%; –in the case of the prime rate option of our deferred compensation plan, interest at the prime rate, quoted by the Wall Street Journal, ranged from 6.25% to 8.5%; and –(i) the change in the closing price per share of the Company’s common stock on 9/30/2023 compared to the later of 10/1/2022 and the date the RSUs were deemed retirement vested, multiplied by the number of RSUs and (ii) the amount of the dividend equivalents credited to the award holder in fiscal 2023, which are paid to the award holder at the time the RSUs settle. (4)Represents time-based RSUs granted on 11/11/2019 that were deemed retirement vested on 11/11/2020 and 11/11/2021 and that settled on 11/11/2022, determined by multiplying the closing price per share of the Company’s common stock on the settlement date by the number of RSUs. (5)Of the aggregate balances shown in this column with respect to the executive savings investment plan, the following amounts were previously reported as compensation in the “Summary Compensation Table” of this proxy statement: –Mr. LaVigne: $ 490,949 | | | | | | 54 Energizer Holdings, Inc. 2023 Proxy Statement | |
| | M.S. LaVigne | | | Def’d Comp. Plan | | | $0 | | | $0 | | | $19,990 | | | $0 | | | $635,486 | | | | Exec. S.I.P. | | | $85,424 | | | $57,481 | | | $623,280 | | | $0 | | | $2,664,662 | | | | | | | Total | | | $85,424 | | | $57,481 | | | $643,270 | | | $0 | | | $3,300,148 | | | | A.R. Hoskins | | | Def’d Comp. Plan | | | $0 | | | $0 | | | $170,006 | | | $0 | | | $5,404,613 | | | | Exec. S.I.P. | | | $136,501 | | | $119,401 | | | $750,772 | | | $0 | | | $3,603,520 | | | | Total | | | $136,501 | | | $119,401 | | | $920,778 | | | $0 | | | $9,008,133 | | | | T.W. Gorman | | | Def’d Comp. Plan | | | $0 | | | $0 | | | $0 | | | $0 | | | $0 | | | | Exec. S.I.P. | | | $60,611 | | | $43,511 | | | $150,247 | | | $0 | | | $763,243 | | | | Total | | | $60,611 | | | $43,511 | | | $150,247 | | | $0 | | | $763,243 | | | | J.J. Drabik | | | Def’d Comp. Plan | | | $0 | | | $0 | | | $0 | | | $0 | | | $0 | | | | Exec. S.I.P. | | | $34,236 | | | $15,606 | | | $60,599 | | | $0 | | | $449,915 | | | | Total | | | $34,236 | | | $15,606 | | | $60,599 | | | $0 | | | $449,915 | | | | S.K. Drath | | | Def’d Comp. Plan | | | $0 | | | $0 | | | $18,848 | | | $0 | | | $599,202 | | | | Exec. S.I.P. | | | $35,238 | | | $17,618 | | | $64,655 | | | $0 | | | $509,807 | | | | Total | | | $35,238 | | | $17,618 | | | $83,503 | | | $0 | | | $1,109,009 | | | | H.H. Kim | | | Def’d Comp. Plan | | | $0 | | | $0 | | | $0 | | | $0 | | | $0 | | | | Exec. S.I.P. | | | $36,815 | | | $21,988 | | | $6,532 | | | $0 | | | $84,604 | | | | Total | | | $36,815 | | | $21,988 | | | $6,532 | | | $0 | | | $84,604 | |
(1)
| The officer contributions to our executive savings investment plan during fiscal 2021 consist of deferrals of salary earned with respect to fiscal 2021. | | | | | | EXECUTIVE COMPENSATION |
(2)
| Contributions and accruals to our executive savings investment plan consist of Company contributions which would have otherwise been contributed to the 401(k) plan but for limitations imposed by the IRS. These amounts, in their entirety, are included in the All Other Compensation column of the “Summary Compensation Table”.
|
(3)
| Aggregate earnings/(losses) shown in this column consist of: |
–
| amounts credited to each executive under the investment options of each of the plans, reflecting actual earnings, including appreciation and depreciation, on investment funds offered under our qualified 401(k) plan with returns during fiscal 2021 ranging from -.91% to 50.55%; and |
–
| in the case of the prime rate option of our deferred compensation plan, interest at the prime rate, quoted by the Wall Street Journal was 3.25%. |
(4)
| Of the aggregate balances shown in this column with respect to the executive savings investment plan, the following amounts were previously reported as compensation in the “Summary Compensation Table” of our proxy statement for our 2021 Annual Shareholders’ Meeting:
|
We–Mr. Drabik: $ 80,779
–Mr. Lampman:$ 24,634 –Ms. Drath: $ 59,400 Of the aggregate balances shown in this column with respect to RSUs, the amounts were calculated by multiplying the closing market price per share of the Company's common stock on 9/30/2023 by the number of RSUs, plus dividends accrued during fiscal 2023. The aggregate balance with respect to RSUs includes time-based RSUs granted on 11/16/2020 that were deemed retirement vested on 11/16/2021. (6)Mr. Vauth is not eligible to participate in the Company’s non-qualified deferred compensation plans and arrangements. In addition to the ability for our time-based RSU awards to vest in advance of settlement subject to satisfaction of certain age- and service-based retirement eligibility provisions, we have adopted several plans or arrangements that provide for the deferral of compensation on a basis that is not tax-qualified. Deferred Compensation Plan — Under the terms of our deferred compensation plan, an unfunded, non-qualified plan that assumed the liabilities under our former parent’s plan in connection with the Spin-Off, prior to January 1, 2013, executives could elect to have up to 100% of their annual cash incentive award deferred until their retirement or other termination of employment, or for a shorter, three-year period (at the executive’s election, in advance)advance election). All funds are invested in the Prime Rate fund, which credits account balances on a daily basis, at the prime rate quoted by The Wall Street Journal as of the first business day of the given quarter. For fiscal 2021,2022, the rate credited under this fund wasranged from 3.25% to 5.5%. Balances in the plan are vested and may be paid out in a lump sum in cash six months following the executive’s termination, or in five-orfive- or 10-year increments commencing the year following the year of the executive’s termination of employment, as previously elected by the participant.executive. Executive Savings Investment Plan — Under the terms of our executive savings investment plan, our excess 401(k) plan, amounts that would be contributed, either by an executive or by us on the executive’s behalf, to the 401(k) plan but for limitations imposed by the IRC, are credited to the non-qualified executive savings investment plan. Under that plan, 48 Energizer Holdings, Inc. 2021 Proxy Statement
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executives may elect to defer their contributions into any of the measurement fund options whichthat track the performance of the Vanguard investment funds offered under our 401(k) plan. Deferrals and vested Company contributions may be transferred to different investment options at the executive’s discretion. Deferrals in the executive savings investment plan, adjusted for the net investment return, are paid out in a lump sum payment, or in five or 10 annual installments, following retirement or other termination of the executive’s employment, as previously elected by the participant.executive.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL We have not entered into general employment agreements with any ofadopted our Executive Severance Plan to provide for severance and outplacement benefits to our senior executives, including our NEOs (other than Mr. Vauth and the only agreements that we have entered into with our NEOs are the Retirement Transition Agreements with Mr. Hoskins and Mr. Gorman. See “Retirement Transition Agreements” above. We have adopted an executive severance plan providing for certain benefitsMs. Drath), in connection with a qualifying termination as described below.under the plan. We have also entered into change of control employment agreements with each of our NEOs (other than Mr. Vauth with whom we have entered into an employment agreement in accordance with German law and certainMs. Drath who’s change of our other key employees whichcontrol employment agreement terminated in connection with the execution of the Drath Transition and Separation Agreement). The change of control employment agreements provide for severance compensation, accelerationand accelerated vesting of vesting andequity awards upon a lump sum payout in lieu of a continuation of benefits upon qualified termination of employment following a change of control.qualifying termination. Additionally, our equity plans provide for acceleration ofaccelerated vesting of certainequity awards in the event of certain terminations of employment. These arrangements are described further below. The informationtable below reflectsreports the valueamount of acceleration or incremental compensation whichpayable to each executive officer would receive upon the termination of his or her employment or upon a change of control. Because the value of awards and incremental compensation depend on several factors, actual amounts can be determined only at the time of the event. The information is based on the following assumptions:
our NEOs in the event of termination (death, permanent disability, involuntary termination without cause, or voluntary termination), orof such NEO’s employment, including following a change of control of the Company, occurred onCompany. The amounts shown in the table assume a termination of employment for each NEO, and a change of control, as applicable, in each case, effective as of September 30, 2021, the last day of our fiscal year; the closing price of our common stock on the last trading day2023. All amounts shown are estimates of the fiscal year was $39.05; andamounts that would be paid out to the NEOs. The actual amounts to be paid out can only be determined at the time of the relevant triggering event.
Amounts shown in the table represent the incremental amounts due to each NEO beyond what the NEO would have been entitled to receive absent a termination on that date. of employment. The information does not reflect benefits that are provided under our plans or arrangements that do not discriminate in favor of executive officers and are available generally to all salaried colleagues—such ascolleagues, including amounts accrued under our 401(k) plan, accumulatedcertain continued participation in our health, welfare and vesteddisability benefits and payout of accrued vacation pay. For amounts accrued under our retirement plans (including our pension restoration plan and executive savings investment plan), health, welfare and disability benefits, and accrued vacation pay. For amounts accrued under retirement plans, see “Executive Compensation Tables—Pension Benefits Table”., and for amounts that would The information also does not include amounts | | | | | | | Energizer Holdings, Inc. 2023 Proxy Statement 55 |
be paid under our deferred compensation plan orand our executive savings investment plan, that would be paid, as described in the see “Executive Compensation Tables—Non-Qualified Deferred Compensation Table”, except to the extent that an executive officer is entitled to an accelerated benefit as a result of the termination. Executive Severance Plan
Our executive severance plan provides benefits to our senior executives, including each of the continuing NEOs, in the event of a “qualifying termination” as defined in the plan, which means an involuntary termination without “cause” or a voluntary termination as a result of “good reason.” Post-termination benefits for the senior executives consist of:
A lump sum payment of one or two times his or her annual base salary at the time of the qualifying termination, which will be two times for Mr. LaVigne and one time for Mr. Drabik and Ms. Drath;
For the Chief Executive Officer and the Chief Financial Officer, a pro-rata bonus payment based on the number of days during the bonus year the participant was employed and the amount of annual bonus which the participant would have received if he had remained employed, based on actual Company performance. Other NEOs are not entitled to a pro rata bonus under the executive severance plan; and
Outplacement services for up to 12 months for each of the NEOs.
The payment of benefits under the plan is conditioned upon the executive officer executing a general release in favor of the Company, as well as confidentiality, non-solicitation, non-disparagement and non-competition obligations as set forth in the release. In addition, no benefits will be paid to the extent duplicative of benefits under a change of control or similar agreement with the Company.
If an executive officer is terminated for one of the following events,
an involuntary termination of an employee’s employment without “cause”; or
a voluntary termination of employment by an employee as a result of “good reason”,
| Energizer Holdings, Inc. 2021 Proxy Statement 49
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then the following payments will be made in accordance with the Executive Severance Plan:
| M.S. LaVigne
| | | 2x Base Salary
| | | Up to 12
months
| | | Determined by multiplying the amount the executive officer would have received for the year of termination based upon actual Company performance by a fraction, the numerator is the days in the bonus year during which the executive officer was employed and the denominator is the days in the bonus year.
| | | J.J. Drabik
| | | 1x Base Salary
| | | No Pro-Rata Bonus Payment
| | | S.K. Drath
| | | 1x Base Salary
| |
Mr. Hoskins and Mr. Gorman are not eligible for a payment under the Executive Severance Plan pursuant to the terms of the Hoskins Retirement Agreement and Gorman Retirement Agreement. No benefit will be paid to an employee under the plan to the extent that benefits would otherwise be paid to the employee under the terms of a Change of Control Employment Agreement (or other similar agreement)Table”.
Ms. Kim received no payments or benefits in connection with her voluntary termination in July 2021.
Assuming the qualifying termination was as of September 30, 2021, each of our other executive officers would have received the following payments:
| | M.S. LaVigne | | | $1,850,000 | | | $40,000 | | | $925,000 | | | $2,815,000 | | | | J.J. Drabik | | | $374,000 | | | $40,000 | | | $— | | | $414,000 | | | | S.K. Drath | | | $386,250 | | | $40,000 | | | $— | | | $426,250 | |
Upon termination of employment for any reason, vested account balances in our deferred compensation plan are paid out in cash to the participant in either a lump sum, or over a five- or 10- year period, commencing six months from the date of termination as previously elected by the participant. See “Retirement Transition Agreements” above for additional information regarding Mr. Hoskins and Mr. Gorman.
Death, Disability or Termination of Employment (Other than Upon a Changechange of Control)control, benefits under our executive savings investment plan vest to the extent not already vested.
Upon an executive officer’s death, permanent disability, involuntary termination | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Absent a Change of Control | Following a Change of
Control | | Qualifying
Termination (1) | Death | Disability | Qualifying
Termination (2) | | M.S. LaVigne | | | | | | | | | | Severance | $ | 3,192,500 | | (4) | $ | — | | | $ | — | | | $ | 7,656,163 | | (5) | | Acceleration of Equity(3) | $ | — | | | $ | 12,893,989 | | | $ | 8,258,179 | | | $ | 12,893,989 | | | | J.J. Drabik | | | | | | | | | | Severance | $ | 1,822,710 | | (4) | $ | — | | | $ | — | | | $ | 2,678,192 | | (5) | | Acceleration of Equity(3) | $ | — | | | $ | 3,604,324 | | | $ | 2,287,223 | | | $ | 3,604,324 | | | | M.A. Lampman | | | | | | | | | | Severance | $ | 514,750 | | (4) | $ | — | | | $ | — | | | $ | 2,061,611 | | (5) | | Acceleration of Equity(3) | $ | 487,391 | | (6) | $ | 1,928,613 | | | $ | 1,165,186 | | | $ | 1,928,613 | | | | R.W. Vauth | | | | | | | | | | Severance | $ | 2,107,966 | | (7)(8) | $ | 247,996 | | (7)(9) | $ | 127,019 | | (7)(9) | $ | 2,107,966 | | (7)(8) | | Acceleration of Equity(3) | $ | — | | | $ | 2,082,428 | | | $ | 1,319,001 | | | $ | 2,082,428 | | | | S.K. Drath | | | | | | | | | | Severance | $ | 1,608,456 | | (10) | $ | — | | | $ | — | | | $ | 1,608,456 | | (10) | | Acceleration of Equity(3) | $ | — | | | $ | — | | | $ | — | | | $ | — | | |
(1)For all NEOs other than Ms. Drath, includes termination by the Company without cause or by the executive for cause (defined as termination for gross misconduct), and, in some cases, retirement,good reason. (2)For all NEOs other than Ms. Drath, includes a termination by the Company without cause or by the executive for good reason within 36 months for Mr. LaVigne and 24 months for the other NEOs with a change of control employment agreement following a change of control or a termination upon a death or disability at any time following a change of control. (3)The value attributed to the accelerated restricted stock unit and performance restricted stock unit awards is calculated based on $32.04, the per share closing market price of the Company’s common stock on September 30, 2023. For performance restricted stock units, performance is deemed to be achieved at target. (4)Describes benefits provided under our Executive Severance Plan. Includes a lump sum payment of two times base salary for Messrs. LaVigne ($1,940,000) and Drabik ($1,155,000) and one times base salary for Mr. Lampman ($474,750), outplacement services of up to 12 months for each of Messrs. LaVigne, Drabik and Lampman (valued at $40,000 each) and a pro rata bonus payment for Messrs. LaVigne ($1,212,500) and Drabik ($627,710). (5)Describes benefits provided under our change of control employment agreements without reduction under the excise tax cutback provisions of such agreements. Includes a lump sum payment of three times base salary plus severance bonus for Mr. LaVigne, two times base salary plus severance bonus for Messrs. Drabik and Lampman and a pro rata bonus payment and a lump sum payment for benefits for each of Messrs. LaVigne, Drabik and Lampman. (6)Reflects accelerated vesting of a pro rata portion of outstanding RSUs and PSUs granted at least 12 months prior to September 30, 2023 upon a voluntary termination of employment under the terms of the applicable RSU and PSU award agreements due to retirement eligibility. (7)The amounts presented in the table for Mr. Vauth are shown as converted from Euros to U.S. dollars at the fiscal 2023 average conversion rate used to prepare the Company’s financial statements (1 U.S Dollar = 0.9374 Euros). (8)Consistent with local market practice, commitments have been made to provide Mr. Vauth severance in an amount equal to one month’s salary per year of Mr. Vauth’s service with the Company if Mr. Vauth’s employment with the Company is terminated by the Company without cause. In both the case of a termination absent a change of control and the case of a termination following a change of control, the following plans or programs provide for accelerationportion of certain awards. Awards are accelerated for retirement after attainmentthese amounts that corresponds to the 18-month notice period provided in accordance with Mr. Vauth’s employment agreement is paid monthly during the notice period. (9)Describes the benefits provided under Mr. Vauth’s employment agreement. Includes continued payment of age 55 with 10 years of service (including service with our former parent companies) if granted 12 or more months prior to retirement date. No awards are accelerated upon other voluntary termination or involuntary termination for cause. Performance awards vesting upon retirement are paid when resultsMr. Vauth’s base salary for the Performance Period are met.three-month period following Mr. Vauth’s termination due to death. In the case of temporary incapacity of Mr. Vauth due to illness or any other reason beyond his control, the Company will pay Mr. Vauth the difference between his usual net income and the usual | Three-year restricted stock awards granted 11/13/18, 11/11/19 and 11/16/20
| | | Forfeited
| | | Accelerated
| | | Accelerated
| | | Pro Rata Vesting
| | | Three-year performance awards granted 11/13/18, 11/11/19 and 11/16/20
| | | Forfeited
| | | Accelerated
| | | Pro Rata Vesting
| | | Pro Rata Vesting
| |
| | | | | | 50 56 Energizer Holdings, Inc.2021 2023 Proxy Statement
| |
The valuebenefits which he receives or would receive from a health fund for a maximum of awards which would be accelerated13 weeks. Otherwise, the terms of the Sick Pay Act apply.
(10)Reflects the benefits Ms. Drath is entitled to receive pursuant to the terms of her Separation and Transition Agreement upon a termination by the Company without cause. Ms. Drath is not entitled to receive any payments under the Company's Executive Severance Plan or Change of Control Employment Agreements. Executive Severance Plan Our Executive Severance Plan provides for our NEOs upon death, disability,certain severance benefits in the event of a qualifying termination, meaning an involuntary termination of a participant without cause or retirementa resignation of a participant as a result of good reason (as each term is defined in the plan). These benefits include: •a lump sum payment at the time of termination of one or two times the participant’s annual base salary at the time of the qualifying termination; •outplacement services for up to 12 months; and •for the Chief Executive Officer and the Chief Financial Officer, a pro-rata bonus payment based on the number of days during the bonus year the participant was employed and the amount of annual bonus that the participant would have received if the participant had remained employed, based on actual Company performance, payable on the date annual bonuses for the annual bonus year to which such pro rata bonus relates are paid to other thanexecutive employees of the Company. Other NEOs are not entitled to a pro rata bonus under the plan. The payment of benefits under the plan is conditioned upon or followingthe participant executing a general release of claims in favor of the Company, as well as compliance with confidentiality, non-solicitation, non-disparagement and non-competition obligations as set forth in the release of claims. In addition, no benefits will be paid to the extent duplicative of benefits under a change of control as of September 30, 2021, is shown inor similar agreement with the following chart. Stock market changes since September 30, 2021, are not reflected in these valuations.Company. | | M.S. LaVigne | | | $5,588,123 | | | $3,372,057 | | | $ 0 | | | $ 0 | | | | J.J. Drabik | | | $911,742 | | | $576,638 | | | $0 | | | $0 | | | | S.K. Drath | | | $871,023 | | | $548,545 | | | $0 | | | $0 | |
*
| The value of accelerated restricted stock equivalents in the chart above is calculated based on the number of stock equivalents that will vest in accordance with the termination provisions of the agreements valued at $39.05, the closing market price of the Company’s stock on September 30, 2021. This calculation differs from the calculation of accelerated vesting for purposes of Code Section 280G and 4999 as reported in the “Estimated Payments and Benefits” table below.
|
Change of Control of the CompanyEmployment Agreements OurThe change of control employment agreements with each of the continuingour NEOs are subject to(other than Mr. Vauth and Ms. Drath) provide for certain automatic renewal provisions. For Mr. LaVigne, the term is three years. The term of agreement with Mr. Hoskins, which terminated as of September 30, 2021,benefits in connection with his retirement as a Company employee, was also three years. The termchange of the agreement with Mr. Drabik that was effective during fiscal 2021 was one year; in connection with his promotion to Executive Vice President and Chief Financial Officer, effective October 1, the term of his agreement was increased to two years. The term of the agreement with Ms. Drath is two years. The term of Mr. Gorman’s agreement was two years; however, the agreement was terminated in connection with his retirement transition agreement. The agreement provides that the executive officer will receive severance compensation incontrol. In the event of certaina qualifying termination, events includingmeaning a termination by the company without cause or by the executive for good reason within a specified periodstime period following a change of control of the Company (thirty-six months for Mr. LaVigne and twenty-four months for the other NEOs with a change of control employment agreement) or upon death or disability afterat any time following a change of control of the Company as such terms are(as each term is defined in the agreement.
Underapplicable agreement). Severance benefits under the agreements include:
•a change of control is generally defined as an acquisition of more than 50% of the total voting power of the Company, a person beneficially owning more than 20% of the total voting power of the Company, or an unapproved change in the majority of the Board. Under the agreements, upon a change of control, each executive officer will receive a pro rata annual bonus for the portion of the year occurring prior to a change of control. The prorated bonus will be calculated as executive’s target bonus for the fiscal year in which the change of control occurs, or, if greater, the actual bonus awarded to executive under any short-term incentive plan(s) of the company for the fiscal year immediately preceding the fiscal year in which the change of control occurs, divided by 365 and multiplied by the number of calendar days in the year immediately up to the day on which the change of control occurs. If the executive officer is terminatedlump sum payment six months following the change of control under the termination events defined in the agreement within specified periods of the change of control, or in the event of death or disability after a change of control, the severance compensation payable under the agreement consists of:
a payment equal to a multiple of the executive officer’sNEO’s annual base salary and severance bonus (defined as the average of the most recent five-year actual bonus percentages multiplied by the greater of the executive’s base salary atin effect either immediately prior to the date of termination or the date of the change of control), which will beis three times in the case of Messrs. Hoskins andMr. LaVigne and two times in the case of Ms. Drath and one time in the case of Mr. Drabik (increased to two times beginning October 1, 2021); and Mr. Lampman;
•a lump-sumlump sum pro-rata bonus payment six months following termination based on target bonus for the year of termination; •a lump sum payment six months following termination intended to assist with health and welfare benefits for a period of time post-termination.post-termination (thirty-six months for Mr. LaVigne and twenty-four months for the other NEOs with a change of control employment agreement); •outstanding equity awards held by the NEO will accelerate and vest in accordance with their terms (which, currently provide for acceleration in full and, for performance awards, at the greater of target or actual performance as of the date the change of control occurs); and •benefits under our executive savings investment plan vest to the extent not already vested. Additionally, if approved by the Company’s Chief Executive Officer or, in the case of the Chief Executive Officer, the Human Capital Committee, perquisites and fringe benefits enjoyed by an executivethe NEO immediately prior to termination may continue for the period approved. Following Further, the NEOs are entitled to payment by the Company of all legal fees and expenses as and when incurred by the NEO in connection with the change of control employment agreements, including all such fees and expenses, if any, incurred in contesting or disputing any termination of employment each executive officer is boundor in seeking to obtain or enforce any right or benefit provided by a one-year covenant not to compete, a one-year non-solicitation covenant, and a covenantthe change of confidentiality. No severance payments under the agreements would be made in the event that an executive officer’s termination is voluntary (other than for good reason), is due to normal retirement, orcontrol employment agreement.
| | | | | | | Energizer Holdings, Inc.2021 2023 Proxy Statement 5157 |
is for cause. Under the agreements, inIn the event that it is determined that a “golden parachute” excise tax is due under the Internal Revenue Code, we will reduce the aggregate amount of the payments payable to an amount such that no such excise tax will be paid if the resulting amount would be greater than the after-tax amount if the payments were not so reduced.
Following termination of employment, each NEO is bound by a one-year covenant not to compete, a one-year non-solicitation covenant and a covenant of confidentiality. The agreements also provide that upon a change of control outstanding equity awards held by each executive officer will accelerateemployment agreements automatically renew, in the case of Mr. LaVigne, for three-year terms, and vest in accordance with the termscase of the agreements with Messrs. Drabik and Lampman, for two-year terms. Equity Plans Under our equity plans and award agreements, upon an executive officer’s death, restricted stock units and performance restricted stock units are accelerated in full; upon a disability (as defined in the plans), restricted stock units are accelerated in full and performance restricted stock units are accelerated on a prorated basis; and, with respect to awards even ifgranted at least 12 months prior to retirement, upon retirement (after attainment of age 55 with 10 years of service, or 20 years of service for Mr. Vauth, including service with our former parent companies), restricted stock units and performance restricted stock units are accelerated on a prorated basis. Mr. Lampman has satisfied the awards haveage and service requirements for retirement vesting under our equity plans and award agreements. Vauth Employment Agreement Mr. Vauth’s employment agreement, as amended, provides that Mr. Vauth will be eligible to receive an annual base salary and a higher thresholdtarget annual bonus opportunity equal to 50% of Mr. Vauth’s base salary, participate in the pension scheme maintained for a “change of control”. Our equity awards generally define a “change of control” as an acquisition of 50% or moreemployees of the outstanding sharesCompany’s German subsidiaries and use a company-provided car. Mr. Vauth is subject to confidentiality and intellectual property and inventions assignment covenants, and Mr. Vauth may not, in Germany or a German-speaking area, during the 12-month period following his termination of our common stock. The termsemployment, compete with or solicit the employees, customers or business of our outstanding equity awards vary asthe Company’s German subsidiaries. If Mr. Vauth breaches any of the restrictive covenants contained in his employment agreement, he must pay a monetary penalty to the portionCompany. Mr. Vauth’s employment agreement may be terminated by either party for any reason upon 18 months’ advance notice, during which notice period Mr. Vauth will continue to be an employee of the unvested awardCompany and will continue to receive his compensation then in effect. Mr. Vauth’s employment agreement further provides that in the event of Mr. Vauth’s death, the Company will acceleratecontinue to pay to Mr. Vauth’s estate his base salary for the remainder of the month of death and vest uponthe three months thereafter. In the event of Mr. Vauth’s temporary incapacity due to illness or any other reason outside Mr. Vauth’s control that would prevent him from providing his services to the Company, the Company will pay to Mr. Vauth the difference between his net income and the benefits that Mr. Vauth would receive from his health insurance up to a maximum period of 13 weeks. Mr. Vauth’s employment agreement does not provide for any severance or change of control benefits other than as indicated below: | Three-year time-based awards granted 11/12/18, 11/11/19 and 11/16/20
| | | 100% vest upon change of control
| | | Three-year performance awards granted 11/12/18, 11/11/19 and 11/16/20
| | | The greater of (i) the number of stock equivalents granted at target or (ii) the amount of target performance stock equivalents which would have vested had the performance period ended on the date the change of control occurs
| |
Paymentsdescribed above. Consistent with local market practice, commitments have been made to provide Mr. Vauth severance in an amount equal to one month’s salary for each year of cash would be made in a lump sum no sooner than six months following termination of employment.
Estimated Payments and Benefits
If a change of control had occurred on September 30, 2021, and an executive officer’sMr. Vauth’s service with the Company if Mr. Vauth’s employment was notis terminated our executive officers would have received the following pro rata annual bonus amounts: Mr. Hoskins $1,220,035, Mr. LaVigne $925,000, Mr. Drabik $244,400 and Ms. Drath $231,750.
Based on the assumptions set out above, the following chart sets forth estimated payments to our NEOs upon termination by the Company without cause, or by the executive for good reasonincluding following a change of control or upon death or disability after a change of control. The value of accelerated restricted stock equivalents
Drath Separation and performance awards reflects a stock price of $39.05 (the closing price of our common stock on September 30, 2021). Stock market declines and vesting and forfeitures of unvested restricted stock equivalents since September 30, 2021, are not reflected in these valuations. Upon a change of control, retirement benefits under the executive savings investment plan vestTransition Agreement Pursuant to the extent not already vested. In connection with his promotion, Mr. Drabik’s benefits were increasedterms of a Separation and Transition Agreement, Ms. Drath will cease to serve as the Company’s Chief Human Resources Officer effective as of October 1, 2021;December 31, 2023 and thereafter will serve as a Special Advisor to the table below reflects paymentsCompany through March 31, 2024, on which date her employment with the company will terminate. The terms of the Separation and Transition Agreement, including amounts payable to Ms. Drath pursuant to the agreement, are summarized under his Change on Control Agreement that was effective on September 30, 2021. Mr. Gorman’s Change of Control Agreement was terminated in July 2021“Compensation Discussion & Analysis—Severance and therefore he was not entitled to any benefits ifOther Benefits Following a Change of Control occurred on September 30, 2021.
| | M.S. LaVigne | | | $5,770,079 | | | $0 | | | $5,588,123 | | | $34,339 | | | $ — | | | $11,392,541 | | | | A.R. Hoskins | | | $7,959,723 | | | $0 | | | $5,297,572 | | | $38,166 | | | $— | | | $13,295,461 | | | | J.J. Drabik | | | $630,971 | | | $0 | | | $911,742 | | | $18,143 | | | $— | | | $1,560,856 | | | | S.K. Drath | | | $1,301,111 | | | $0 | | | $871,022 | | | $12,354 | | | $— | | | $2,184,487 | |
(1)
| Amounts in this column include health insurance, dental insurance and life insurance. |
PAYMENTS PURSUANT TO RETIREMENT TRANSITION AGREEMENTSControl—Drath Separation and Transition Agreement” above.
Set forth below are the amounts Mr. Hoskins is entitled to pursuant to the Hoskins Retirement Agreement in connection with his retirement as an employee on September 30, 2021. The amounts set forth below include the target number of shares for performance restricted stock equivalent awards that have not completed their performance period. The actual amount due will be determined following the completion of the applicable performance period. | | | | | | 52 58 Energizer Holdings, Inc.2021 2023 Proxy Statement
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Set forth below are the amounts Mr. Gorman is entitled to pursuant to the Gorman Retirement Agreement assuming he was terminated by the Company other than for cause, as defined above, on September 30, 2021. The amount set forth with respect to the transition bonus is at the target level of performance and the actual amount, if any, would be determined following fiscal 2022. The amounts set forth below include a pro-rata amount for his outstanding restricted stock equivalent awards and are based upon the target number of shares for performance restricted stock equivalent awards that have not completed their performance period. The actual amount due will be determined following the completion of the applicable performance period. If Mr. Gorman voluntarily terminates his employment with the Company or is terminated for cause prior to December 31, 2021, Mr. Gorman is not entitled to any payments or benefits pursuant to the Gorman Retirement Agreement.
| | A.R. Hoskins | | | $— | | | $1,572,625 | | | $— | | | $5,297,573 | | | $6,870,198 | | | | T.W. Gorman | | | $144,612 | | | $108,459 | | | $559,215 | | | $1,451,375 | | | $2,263,661 | |
We believe that compensation must be competitive in the marketplace for the role, internally consistent, and equitable in order to motivate our colleagues to deliver consistent and sustainable operating results for our shareholders. The Company’s total colleague population other than the CEO as of the end of our fiscal year, September 30, 2021,2023, whether employed on a full-time or part-time basis, was considered in determining our median employee. No employees were excluded under the de minimis or any other exemption. We examined the (i) projected base or wage compensation projected recurrent cash allowances, and actual cash bonus payments for permanent colleagues in the fiscal year, and (ii) actual base or wage compensation actual recurrent cash allowances, and actual cash bonus payments for temporary colleagues for the fiscal year. Compensation for permanent colleagues was annualized (e.g., for colleagues who were hired during the year but did not work for the Company the entire year.) As previously disclosed, Mr. LaVigne was appointed as the Company’s Chief Executive Officer, effective January 1, 2021, and his compensation was adjusted as of December 1, 2020. For purposes of calculating the pay ratio, the compensation amount for Mr. LaVigne reflects his annualized base salary for serving as Chief Executive Officer of $925,000 for the entire fiscal year and the bonus amount based on that base salary level. All other amounts for Mr. LaVigne have not been adjusted.year).
We estimate that the compensation of our Chief Executive Officer in fiscal 20212023 was approximately 125198 times the median of the annual total compensation of all of our other colleagues. The SEC’s rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, apply certain exclusions, and make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies, including our compensation peer group, may not be comparable to the pay ratio reported above. | | | | | | | | | | CEO to Median Colleague Pay Ratio | | CEO | Median Employee | | Annual Total Compensation | $ | 9,586,730 | | $ | 48,419 | |
| | Annual Total Compensation | | | $6,050,791 | | | $48,440 | |
| | | | | | | Energizer Holdings, Inc.2021 2023 Proxy Statement 5359 |
TABLE OF CONTENTS
The following table shows the relationship between executive Compensation Actually Paid (CAP) to our NEOs and our financial performance. CAP is an amount calculated using methodology prescribed by SEC rules and differs from the compensation actually received by our NEOs. For further information about how we align executive compensation with the Company's performance, see "Compensation Discussion and Analysis" above. PAY VERSUS PERFORMANCE TABLE | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Year | Summary Compensation Table Total for PEO (1) | Compensation Actually Paid to PEO (2) | Average Summary Compensation Table Total for non-PEO NEOs (3) | Average Compensation Actually Paid to non-PEO NEOs (4) | Value of Initial Fixed $100 Investment Based on | Net Income (in millions) (7) | Adjusted Earnings Per Share | | PEO 1 Mark S. LaVigne | PEO 2 Alan R. Hoskins | PEO 1 Mark S. LaVigne | PEO 2 Alan R. Hoskins | Total Shareholder Return (TSR) (5) | Peer Group Total Shareholder Return (6) | | 2023 | $ | 9,586,730 | | $ | — | | $ | 13,612,811 | | $ | — | | $ | 2,127,481 | | $ | 2,340,281 | | $ | 90.34 | | $ | 106.13 | | $ | 140.5 | | $ | 3.09 | | | 2022 | $ | 9,048,440 | | $ | — | | $ | 4,057,873 | | $ | — | | $ | 2,179,195 | | $ | 1,399,295 | | $ | 68.47 | | $ | 91.57 | | $ | (231.5) | | $ | 3.08 | | | 2021 | $ | 5,958,735 | | $ | 3,168,310 | | $ | 4,939,119 | | $ | 1,031,868 | | $ | 1,461,171 | | $ | 911,989 | | $ | 102.59 | | $ | 99.86 | | $ | 160.9 | | $ | 3.48 | |
(1)Represents the total compensation of our principal executive officer ("PEO"), Mark S. LaVigne, as reported in the Summary Compensation table for each year indicated. Mr. LaVigne became the CEO beginning January 1, 2021. Alan S. Hoskins was the CEO prior to that date and for the first three months of fiscal year 2021. (2)The following table sets forth, for each year indicated, the PEOs included in the Pay Versus Performance table and the adjustments (i.e., amounts deducted and added) made to the PEO’s Summary Compensation Table total to determine the CAP to each PEO. | | | | | | ADDITIONAL INFORMATION60 Energizer Holdings, Inc. 2023 Proxy Statement
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| | | | | | | | | | | | | | | | | | | | | PEO 1 Mark S. LaVigne | PEO 2 Alan Hoskins | | 2023 | 2022 | 2021 | 2021 | | Total Compensation as reported in Summary Compensation Table ("SCT") | $ | 9,586,730 | | $ | 9,048,440 | | $ | 5,958,735 | | $ | 3,168,310 | | | Pension values reported in SCT | $ | (5,635) | | $ | (3,366) | | $ | (2,266) | | $ | (38,597) | | | Fair Value of equity awards granted during fiscal year | $ | (7,246,505) | | $ | (6,524,303) | | $ | (3,850,020) | | $ | (350,009) | | | Pension Value attributable to current year's service and any change in pension value attributable to plan amendments made in the current year | $ | — | | $ | — | | $ | — | | $ | — | | | Fair value of equity compensation granted in current year that were outstanding unvested at the end of the fiscal year (valued at end of year) | $ | 8,467,358 | | $ | 3,862,678 | | $ | 3,497,982 | | $ | 331,261 | | | Change in fair value from end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during current fiscal year | $ | 52,857 | | $ | (10,699) | | $ | 126,106 | | $ | 382,127 | | | Change in fair value from end of prior fiscal year to end of current fiscal year for awards made in prior fiscal years that were unvested at end of current fiscal year | $ | 2,353,730 | | $ | (2,457,811) | | $ | (886,643) | | $ | (2,432,650) | | | Dividends or other earnings paid on stock or option awards in the covered fiscal year prior to the vesting date that are not otherwise included in the total compensation for the covered fiscal year | $ | 404,276 | | $ | 142,934 | | $ | 95,225 | | $ | (28,574) | | | Fair value of awards forfeited in current fiscal year determined at end of prior fiscal year | $ | — | | $ | — | | $ | — | | $ | — | | | Compensation Actually Paid to PEO | $ | 13,612,811 | | $ | 4,057,873 | | $ | 4,939,119 | | $ | 1,031,868 | |
(3)Represents the average of the total compensation of each of our non-PEO NEOs as reported in the Summary Compensation Table for each year indicated. The non-PEO NEOs included in this calculation for each year are as follows: 2023: John J. Drabik, Michael A. Lampman, Robin W. Vauth and Susan K. Drath 2022: John J. Drabik, Michael A. Lampman, Robin W. Vauth and Susan K. Drath 2021: John J. Drabik, Susan K. Drath, Timothy W. Gorman and Hannah H. Kim. Hannah H. Kim left the Company on July 23, 2021. (4) The following table sets forth, for each year indicated, the adjustments (i.e., amounts deducted and added) made to the average non- PEO NEOs' Summary Compensation Table total to determine the average CAP to the non-PEO NEOs. | | | | | | | | | | | | | | | | | | | | | | 2023 | 2022 | 2021 | | | | Total Average Compensation as reported in SCT | $ | 2,127,481 | | $ | 2,179,195 | | $ | 1,461,171 | | | | | Pension values reported in SCT | $ | (15,193) | | $ | (13,320) | | $ | (3,541) | | | | | Fair Value of equity awards granted during fiscal year | $ | (1,269,647) | | $ | (1,247,638) | | $ | (700,746) | | | | | Pension Value attributable to current year's service and any change in pension value attributable to plan amendments made in the current year | $ | 21,789 | | $ | 35,728 | | $ | — | | | | | Fair value of equity compensation granted in current year that were outstanding unvested at the end of the fiscal year (valued at end of year) | $ | 1,266,652 | | $ | 738,657 | | $ | 485,841 | | | | | Change in fair value from end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during current fiscal year | $ | 15,532 | | $ | (2,508) | | $ | 34,263 | | | | | Change in fair value from end of prior fiscal year to end of current fiscal year for awards made in prior fiscal years that were unvested at end of current fiscal year | $ | 287,712 | | $ | (313,695) | | $ | (238,189) | | | | | Dividends or other earnings paid on stock or option awards in the covered fiscal year prior to the vesting date that are not otherwise included in the total compensation for the covered fiscal year | $ | 53,605 | | $ | 22,875 | | $ | 11,412 | | | | | Fair value of awards forfeited in current fiscal year determined at end of prior fiscal year | $ | (147,650) | | $ | — | | $ | (138,223) | | | | | Average Compensation Actually Paid to non-PEO NEOs | $ | 2,340,281 | | $ | 1,399,295 | | $ | 911,989 | | | |
(5)Represents the cumulative three-year total return to shareholders ("TSR") of our common stock and assumes that the value of the investment was $100 on September 30, 2020 and that the subsequent dividends were reinvested. (6)Represents the cumulative three-year TSR of our peer group calculated using the same method described in footnote (5). The peer group utilized for each year indicated is the S&P 500 Household Products Index. (7)Represents our reported net income for each year indicated. Included in the fiscal year 2023 net income was a pre-tax pension settlement charge of $50.2 million. Included in the fiscal year 2022 net loss was a pre-tax asset impairment charge of $541.9 million on our goodwill and intangible assets. Included in the fiscal 2021 net income was a pre-tax debt extinguishment of $103.3 million. | | | | | | | Energizer Holdings, Inc. 2023 Proxy Statement 61 |
(8)Represents our adjusted EPS for each year indicated, which we believe represents the most important financial performance measure that was used to link CAP to our PEOs and non-PEO NEOs for the most recent fiscal years to Company performance. See Appendix A to this Proxy Statement for a reconciliation of reported earnings per share to adjusted EPS, a non-GAAP measure. Relationship between CAP and TSR The chart below reflects the relationship between the PEOs' and average non-PEO NEOs' CAP, the Company's TSR and the TSR of the Company's peer group. Relationship between CAP and Net Income The chart below reflects the relationship between the PEOs' and average non-PEO NEOs' CAP and the Company's net income.
| | | | | | 62 Energizer Holdings, Inc. 2023 Proxy Statement | |
Relationship between CAP and Adjusted Earnings Per Share The chart below reflects the relationship between the PEOs' and average non-PEO NEOs' CAP and the Company's adjusted EPS. Listed below is a list of financial performance measures, which in our assessment, are the most important measures used to determine compensation actually paid in fiscal year 2023. The measures in this table are not ranked. Each measure below is used for purposes of determining payouts under either our annual incentive program or vesting of our performance restricted stock units. Please see the "Compensation Discussion and Analysis" for a further description of these measures and how they are used in the Company’s executive compensation program. | | | | Performance Measures | | Adjusted Net Sales | | Adjusted Operating Profit | | Adjusted Gross Margin Rate | | Adjusted Earnings Per Share | | Relative Total Shareholder Return (TSR) |
| | | | | | | Energizer Holdings, Inc. 2023 Proxy Statement 63 |
STOCK OWNERSHIP INFORMATION Five Percent Owners of Common StockFIVE PERCENT OWNERS OF COMMON STOCK
The following table shows, as of November 30, 2021,2023, the holdings of the Company’s common stock by any entity or person known to the Company to be the beneficial owner of more than 5% of the outstanding shares of the Company’s common stock: | | | | | | | | | | | | | | | | | | | | | Name and Address of Beneficial Owner | Amount and Nature of Beneficial Ownership | Percent of Class Outstanding (1) | The Vanguard Group 100 Vanguard Blvd. Malvern, PA 19355 | 7,631,567 | | (2) | 10.6 | % | BlackRock, Inc. 55 East 52nd Street New York, NY 10055 | 7,479,197 | | (3) | 10.4 | % | J.P. Morgan Chase & Co. 383 Madison Avenue New York, NY 10179 | 5,006,278 | | (4) | 7.0 | % | Aqua Capital, Ltd. Wickhams Cay 1 Vanterpool Plaza, 2nd Floor Road Town, Tortola D8, British Virgin Islands | 5,000,000 | | (5) | 7.0 | % | FMR LLC 245 Summer Street Boston, MA 02210 | 4,791,699 | | (6) | 6.7 | % | Clarkston Capital Partners, LLC 91 West Long Lake Road Bloomfield Hills, MI 48304 | 4,036,587 | | (7) | 5.6 | % |
(1)On November 30, 2023, there were 71,770,694 shares of the Company’s common stock outstanding. (2)As reported in a statement on Schedule 13G/A filed with the SEC on February 9, 2023, The Vanguard Group and related entities reported, as of December 30, 2022, sole dispositive power over 7,453,630 of such shares, shared voting power over 112,057 of such shares and shared dispositive power over 177,937 of such shares. (3)As reported in a statement on Schedule 13G/A filed with the SEC on January 26, 2023, BlackRock, Inc. and related entities reported, as of December 31, 2022, sole voting power over 7,396,402 of such shares and sole dispositive power over 7,479,197 of such shares. (4)As reported in a statement on Schedule 13G/A filed with the SEC on January 20, 2023, J.P. Morgan Chase & Co. and related entities reported, as of December 30, 2022, sole voting power over 4,924,726 of such shares, shared dispositive power over 86 of such shares and sole dispositive power over 5,006,192 of such shares. (5)As reported in a statement on Schedule 13G/A filed with the SEC on February 9, 2023, Aqua Capital, Ltd. and related entities reported, as of December 31, 2022, shared voting power over 5,000,000 of such shares and shared dispositive power over 5,000,000 of such shares. (6)As reported in a statement on Schedule 13G filed with SEC on February 9, 2023, FMR LLC and related entities reported as of December 31, 2022, sole voting power over 4,788,064 of such shares and sole dispositive power over 4,791,699 of such shares. (7)As reported in a statement on Schedule 13G filed with the SEC on February 14, 2023, Clarkston Capital Partners, LLC and related entities reported, as of December 31, 2022, shared voting power over 3,940,813 of such shares and shared dispositive power over 4,036,587 of such shares. | | | | |
| | FMR LLC
245 Summer Street
Boston, Massachusetts 02210 | | | 7,600,121(2) | | | 11.1% | | | | BlackRock, Inc.
55 East 52nd Street
New York, NY 10055 | | | 7,192,101(3) | | | 10.5% | | | | J.P. Morgan Chase & Co.
383 Madison Avenue
New York, NY 10179 | | | 6,474,043(4) | | | 9.4% | | | | The Vanguard Group
100 Vanguard Blvd.
Malvern, PA 19355 | | | 6,861,658 | | | 10.26% | | | | Aqua Capital, Ltd.
Wickhams Cay 1
Vanterpool Plaza, 2nd Floor
Road Town, Tortola D8, British Virgin Islands | | | 4,200,000(6) | | | 6.1% | |
(1)
| On November 30, 2021, there were 66,543,726 shares of the Company’s common stock outstanding. |
(2)
| As reported in a statement on Schedule 13G/A filed with the SEC on February 8, 2021, FMR LLC and related entities reported as of December 31, 2020, sole voting power over 478,736 of such shares and sole power to dispose or direct the disposition of over 7,600,121 of such shares. |
(3)
| As reported in a statement on Schedule 13G/A filed with the SEC on July 12, 2021, BlackRock, Inc. and related entities reported, as of June 30, 2021, sole voting power over 7,105,198of such shares and sole dispositive power over 7,192,101of such shares. |
(4)
| As reported in a statement on Schedule 13G/A filed with the SEC on January 22, 2021, J.P. Morgan Chase & Co. and related entities reported, as of December 31, 2020, sole voting power over 6,349,757 of such shares and sole dispositive power over 6,474,043 of such shares. |
(5)
| As reported in a statement on Schedule 13G/A filed with the SEC on December 9, 2021, The Vanguard Group and related entities reported, as of November 30, 2021, sole voting power over 0 of such shares, sole dispositive power over 6,676,159 of such shares, shared voting power over 128,064 of such shares and shared dispositive power over 185,499 of such shares. |
(6)
| As reported in a statement on Schedule 13G/A filed with the SEC on January 29, 2021, Aqua Capital, Ltd. and related entities reported, as of December 31, 2020, shared voting power over 4,200,000 of such shares and shared dispositive power over 4,200,000 of such shares. |
| | | | | | 54 64 Energizer Holdings, Inc.2021 2023 Proxy Statement
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OWNERSHIP OF CONTENTSOwnership of Directors and Executive OfficersDIRECTORS AND EXECUTIVE OFFICERSThe table below contains information regarding beneficial common stock ownership of our directors, director nominees, currentnamed executive officers, and certain formerall of our directors and executive officers as a group, in each case as of November 30, 2021.2023. It does not reflect any changes in ownership that may have occurred after that date. In general, “beneficial ownership” includes those shares a director or executive officer (or certain members of such person’s family) has the power to vote or transfer as well as shares owned by immediate family members that reside withor will have the directorpower to vote or executive officer.transfer within 60 days. Unless otherwise indicated, directors, nominees and executive officersthose named in the table below have sole voting and investment power with respect to the shares set forth in the table and none of the stock included in the table is pledged. | | | | | | | | | | | | | | | | Directors and Executive Officers | Shares Beneficially
Owned (1) | % of Shares
Outstanding (2) | | Carlos Abrams-Rivera | 15,010 | * | | Cynthia J. Brinkley | 34,746 | * | | Rebecca D. Frankiewicz | 24,370 | * | | Kevin J. Hunt | 30,134 | * | | James C. Johnson | 33,205 | * | | Patrick J. Moore | 30,134 | * | | Donal L. Mulligan | 10,054 | * | | Nneka L. Rimmer | 19,562 | * | | Robert V. Vitale | 66,741 | * | | John J. Drabik | 21,842 | * | | Susan K. Drath | 50,466 | * | | Mark S. LaVigne | 198,248 | * | | Michael A. Lampman | 15,461 | * | | Robin W. Vauth | 3,780 | * | | All Current Executive Officers and Directors as a Group (14 persons) | 553,753 | * |
*Denotes less than 1%. (1)Includes for each person, RSUs and stock equivalents held by such person that could settle into shares within 60 days of November 30, 2023. As of November 30, 2023, each director and executive officer holds the following number of RSUs and stock equivalents, including those held in the Company’s deferred compensation plan, that could settle into shares within 60 days: Mr. Abrams-Rivera, 7,016; Ms. Brinkley, 21,439; Mr. Drabik, 0; Ms. Drath, 0; Ms. Frankiewicz, 24,370; Mr. Hunt, 4,244; Mr. Johnson, 33,205; Mr. Lampman, 8,261; Mr. LaVigne, 0; Mr. Moore, 30,134; Mr. Mulligan, 4,244; Ms. Rimmer, 7,805; Mr. Vauth, 0; and Mr. Vitale, 42,516. (2)The number of shares considered outstanding for purposes of the denominator of this calculation is the number outstanding as of November 30, 2023 and, includes for each person, RSUs and stock equivalents held by such person that could settle into shares within 60 days of November 30, 2023, in each case in the amounts described in footnote 1.
| | | | | | | Energizer Holdings, Inc. 2023 Proxy Statement 65 |
EQUITY COMPENSATION PLAN INFORMATION The following table also indicates sharesgives information about the Company’s common stock that may be obtained within 60 daysissued upon the exercise of options, warrants and rights under all of the Company’s existing equity compensation plans as of September 30, 2023: | | | | | | | | | | | | | Plan Category | Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights (1) | Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (2) | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (1), and as Noted Below) (3) | | Equity compensation plans approved by security holders | 1,838,419 | N/A | 9,549,016 | | Equity compensation plans not approved by security holders | None | N/A | None | | Total | 1,838,419 | N/A | 9,549,016 |
(1)The number of securities to be issued upon exercise of outstanding options, warrants and rights shown above, as of September 30, 2023, includes 1,838,419 restricted stock equivalents and units that have been granted under the terms of the 2015 Energizer Holdings, Inc. Equity Incentive Plan, the 2020 Plan and the 2023 Plan. This number reflects target payout on performance awards. If the awards were to pay out at stretch, the number of securities to be issued upon pay out would be 2,673,809. (2)The weighted average exercise price does not take into account securities that will be issued upon conversion of vestedoutstanding restricted stock equivalents intoand units. (3)This number only reflects securities available under the 2015 Energizer Holdings, Inc. Equity Incentive Plan, the 2020 Plan and the 2023 Plan. Under the terms of those plans, any awards other than options or stock appreciation rights are to be counted against the reserve available for issuance in a 2 to 1 ratio. This number reflects the target equivalents that could potentially be paid out. If payout numbers were at stretch, the number of shares of common stock. | | Carlos Abrams-Rivera | | | 7,205(B) | | | 0 | | | * | | | | Bill G. Armstrong | | | 29,065(B) | | | 48,892 | | | * | | | | Cynthia J. Brinkley | | | 22,329(B) | | | 4,612 | | | * | | | | Rebecca C. Frankiewicz | | | 6,205(B) | | | 4,057 | | | * | | | | Kevin J. Hunt | | | 22,329(B) | | | 0 | | | * | | | | James C. Johnson | | | 25,221(B) | | | 179 | | | * | | | | Patrick J. Moore | | | 22,329(B) | | | 0 | | | * | | | | Donal L. Mulligan | | | 2,249(B) | | | 0 | | | * | | | | Nneka L. Rimmer | | | 11,757(B) | | | 0 | | | * | | | | Robert V. Vitale | | | 39,056(B) | | | 10,817 | | | * | | | | John Drabik | | | 14,197 | | | 0 | | | * | | | | Susan K. Drath | | | 48,801 | | | 0 | | | * | | | | Mark S. LaVigne | | | 147,323 | | | 0 | | | * | | | | All Current Executive Officers and Directors as a Group (14 persons) | | | 401,723 | | | 68,557 | | | * | | | | | | | | | | | | | | | | | Former Executive Officers
| | | | | | | | | | | | | Timothy W. Gorman | | | 107,106(B) | | | 0 | | | * | | | | Alan R. Hoskins | | | 149,763(B) | | | 0 | | | * | | | | Hannah H. Kim | | | 1,399 | | | 0 | | | * | |
(A)
| The number of shares outstanding for purposes of this calculation was the number outstanding as of November 30, 2021, equivalents that vest within 60 days, or upon retirement, and the number of stock equivalents held in the deferred compensation plan. |
(B)
| Includes vested stock equivalents that will convert to shares of common stock upon the individual’s retirement, resignation from the Board or termination of employment with the Company. The number of vested stock equivalents credited to each individual executive officer or director is as follows: Mr. Abrams-Rivera, 2,772; Ms. Brinkley, 5,589; Ms. Frankiewicz, 2,772; Mr. Johnson, 21,788; Mr. Moore, 18,896; and Mr. Vitale,12,898. This amount also includes unvested stock equivalents that vest upon a director’s retirement from the Board or upon attainment of certain vesting provisions, in accordance with the time-based restricted stock equivalent awards, upon retirement or termination for the executive officers. The number of unvested stock equivalents credited to each director and executive officer is as follows: Mr. Abrams-Rivera, 3,433; Mr. Armstrong, 3,433; Ms. Brinkley, 3,433; Ms. Frankiewicz, 3,433; Mr. Gorman,14,779; Mr. Hoskins, 32,083; Mr. Hunt, 3,433; Mr. Johnson, 3,433; Mr. Moore, 3,433; Mr. Mulligan, 2,249; Ms. Rimmer, 3,433 and Mr. Vitale 3,433. |
| Energizer Holdings, Inc. 2021 Proxy Statement 55
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TABLE OF CONTENTS
DELINQUENT SECTION 16(A) REPORTS Section 16(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) requires our directors, executive officers, and anyone who beneficially holds 10% or more of a registered class of our equity securities (reporting persons) to file reports with the SEC showing their holdings of, and transactions in, Energizer securities. Based solely on a review of copies of such reports, and written representations from each reporting person that no other reports are required, we believe that for 2021fiscal 2023 all reporting persons filed the required reports on a timely basis under Section 16(a). 56 Energizer Holdings, Inc. 2021 Proxy Statement
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TABLE OF CONTENTS
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Our Board has adopted a written policy regarding the review and approval of transactions involving the Company and our directors, nominees for directors, executive officers, immediate family members of these individuals, and shareholders owning five percent or more of our outstanding common stock, each of whom is referred to as a related party. The policy covers any related party transaction, arrangement or relationship where a related party has a direct or indirect material interest and the amount involved exceeds $100,000 in any calendar year. Under the policy, the Audit Committee is responsible for the review and prior approval of the material terms of any related party transactions. The Audit Committee is charged with determining whether the terms of the transaction are any less favorable than those generally available from unaffiliated third parties and determining the extent of the related party’s interest in the transaction. In adopting the policy, the Board reviewed certain types of related party transactions described below and determined that they should be deemed to be pre-approved, even if the aggregate amount involved might exceed $100,000: •Officer or director compensation that would be required to be disclosed under Item 402 of the SEC’s compensation disclosure requirements, and expense reimbursements to these individuals in accordance with our policy; | | | | | | 66 Energizer Holdings, Inc. 2023 Proxy Statement | |
•Transactions with another company at which a related party serves as a colleague, director, or holder of less than 10% of that company’s outstanding stock, if the aggregate amount involved does not exceed the greater of $1 million or 2% of that company’s consolidated gross revenues; •Charitable contributions to a charitable trust or organization for which a related party serves as a colleague, officer or director, if the annual contributions by us do not exceed the greater of $100,000 or 2% of the organization’s total annual receipts; and •Transactions in which all of our shareholders receive proportional benefits, the rates or charges involved are determined by competitive bids, the transaction involves obtaining services from a regulated entity at rates fixed by law, or the transaction involves bank services as a depositary of funds, transfer agent or registrar, or similar services. Our legal department is primarily responsible for the development and implementation of processes and procedures to obtain information from our directors and executive officers with respect to related party transactions. During fiscal 2021,2023, there were no transactions with executive officers, directors or their immediate family members requiring disclosure under applicable SEC rules.
| | | | | | | Energizer Holdings, Inc.2021 2023 Proxy Statement 5767 |
Availability of Proxy MaterialsAVAILABILITY OF PROXY MATERIALS
We are furnishing proxy materials to our shareholders primarily via the Internet instead of mailing printed copies of those materials to each shareholder. By doing so, we save costs and reduce the environmental impact of our Annual Shareholders’ Meeting. On December 15, 2021,14, 2023, we mailed a Notice of Internet Availability of Proxy Materials to certain of our shareholders. The Notice contains instructions about how to access our proxy materials and vote online or vote by telephone. If you would like to receive a paper copy of our proxy materials, please follow the instructions included in the Notice of Internet Availability of Proxy Materials. If you previously chose to receive our proxy materials electronically, you will continue to receive access to these materials via email unless you elect otherwise. Who Can VoteWHO CAN VOTE
Record holders of Energizer Holdings, Inc. common stock on November 30, 20212023 (the “Record Date”), may vote at the meeting. On the Record Date, there were 66,543,72671,770,694 shares of common stock outstanding, each of which entitled the holder to one vote for each matter to be voted on at our Annual Shareholders’ Meeting. The shares of common stock held in our treasury will not be voted. Holders of our 7.50% Series A Mandatory Convertible Preferred Stock are not entitled to vote at the meeting. How to attend the virtual annual meetingHOW TO ATTEND THE VIRTUAL ANNUAL MEETING
Energizer will be hosting the Annual Shareholders’ Meeting online. A summary of the information you need to attend the Annual Meeting online is provided below: •Any shareholder can attend the Annual Shareholders’ Meeting by visiting www.virtualshareholdermeeting.com/ENR2022ENR2024 •We encourage you to access the Annual Shareholders’ Meeting online at least 15 minutes prior to its start time •The Annual Meeting starts at 8:00 a.m. Central Time •Shareholders may vote electronically and submit questions online while attending the Annual Shareholders’ Meeting •Please have the Control Number we have provided to you to join the Annual Shareholders’ Meeting • | Instructions on how to attend and participate in the Annual Shareholders’ Meeting, including how to demonstrate proof of stock ownership, are available at www.virtualshareholdermeeting.com/ENR2022
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•Instructions on how to attend and participate in the Annual Shareholders’ Meeting, including how to demonstrate proof of stock ownership, are available at www.virtualshareholdermeeting.com/ENR2024 •Questions regarding how to attend and participate in the Annual Shareholders’ Meeting will be answered by calling 1-855-449-0991 on the day of the Annual Shareholders’ Meeting IfIF I am unable to attend the virtual Annual Meeting, canAM UNABLE TO ATTEND THE VIRTUAL ANNUAL MEETING, CAN I listen to the Annual Meeting by telephone?LISTEN TO THE ANNUAL MEETING BY TELEPHONE?
Yes. Shareholders unable to access the Annual Shareholders’ Meeting online will be able to call 1-877-328-2502 and listen to the Annual Shareholders’ Meeting if they provide their Control Number. Although shareholders accessing the Annual Shareholders’ Meeting by telephone will be able to listen to the Annual Shareholders’ Meeting, you will not be considered present at the Annual Shareholders’ Meeting and will not be able to vote unless you also attend the Annual Shareholders’ Meeting online. What ifWHAT IF I have technical difficulties or trouble accessing the virtual meeting website?HAVE TECHNICAL DIFFICULTIES OR TROUBLE ACCESSING THE VIRTUAL MEETING WEBSITE?
We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting. If you encounter any difficulties accessing the virtual meeting during the meeting, please call toll free: 1-855-449-0991, or if calling internationally, please call: 1-720-378-5962. how can i ask questions?HOW CAN I ASK QUESTIONS?
You can submit questions in writing on the virtual meeting website during the annual meeting. You must first join the meeting with your 16-digit control number. We intend to answer questions pertinent to Company matters as time allows during the meeting. Questions that are substantially similar may be grouped and answered once to avoid repetition. Guidelines for submitting written questions during the meeting will be available in the rules of conduct for the Annual Shareholders’ Meeting. | | | | | | 58 68 Energizer Holdings, Inc.2021 2023 Proxy Statement
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How to VoteHOW TO VOTE
There are four voting methods for record holders: | MAIL
| | | | | | MAIL | If you choose to vote by mail, complete a proxy card, date and sign it, and return it in the postage-paid envelope provided (if you received a paper copy of the proxy materials) or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. | | TELEPHONE | TELEPHONE
| | | You can vote your shares by telephone by calling 1-800-690-6903 and using the identification code indicated on the Notice Regarding the Availability of Proxy Materials or the proxy card mailed to you. Voting is available 24 hours a day. | | INTERNET | INTERNET
| | | You can also vote via the Internet at www.proxyvote.com.www.proxyvote.com. Your identification code for Internet voting is on the Notice Regarding the Availability of Proxy Materials or the proxy card mailed to you, and voting is available 24 hours a day. | | | | | | During the Annual Shareholders’ Meeting, you can vote, using the Control Number we have provided to you. | |
Vote Required; Effect of Abstentions and Broker Non-VotesVOTE REQUIRED; EFFECT OF ABSTENTIONS AND BROKER NON-VOTES
The holders of record of shares representing a majority of the voting power of our issued and outstanding shares of common stock entitled to vote at the Annual Shareholders’ Meeting, present in person or represented by proxy, will constitute a quorum for the transaction of business. The shares of a shareholder whose ballot on any or all proposals is marked as “abstain” will be included in the number of shares present at the Annual Shareholders’ Meeting to determine whether a quorum is present. If you are the beneficial owner of shares held by a broker or other custodian, you may instruct your broker how to vote your shares through the voting instruction form included with this Proxy Statement. If you wish to vote the shares you own beneficially at the meeting, you must first request and obtain a “legal proxy” from your broker or other custodian. If you choose not to provide instructions or a legal proxy, your shares are referred to as “uninstructed shares”. Whether your broker or custodian has the discretion to vote these shares on your behalf depends on the ballot item. The following table summarizes the votes required for passage of each proposal and the effect of abstentions and uninstructed shares held by brokers. Brokers and custodians can no longer vote uninstructed shares on your behalf in director elections. For your vote to be counted, you must submit your voting instruction form to your broker or custodian. | Item
| | | | | | | | | | | | | | | Proposals | The Board’s Voting
Recommendations | Votes Required for
Approval | Abstentions | | Abstentions
| | | Uninstructed
Shares | | | 1.
| | | (1)Election of Directors | | “FOR” each nominee to the Board | Majority of Voting Power(1) | | | Vote Against | | | Not Voted/No Effect | | | 2.
| | | (2)Ratification of Appointment of Independent Auditor | | “FOR” | Majority of Voting Power(1) | | | Vote Against | | | Discretionary Vote | | | 3.
| | | (3)Advisory, Non-Binding Vote to Approve Executive Compensation | | “FOR” | Majority of Voting Power(1) | | | Vote Against | | | Not Voted/No Effect | | | 4.
| | | Advisory, Non-Binding Vote to Approve Frequency of Future Votes to Approve Executive Compensation
| | | Frequency Receiving Highest
Vote Total (2)
| | | Not
Voted/No
Effect
| | | Not Voted/No Effect
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(1)
| “Majority of Voting Power” in table relates to shares represented and entitled to vote on the proposal. |
(2)
| The frequency receiving the highest vote total will be considered the frequency preferred by shareholders. |
(1)“Majority of Voting Power” in table relates to shares represented and entitled to vote on the proposal. You may revoke your proxy and change your vote at any time before the voting polls close at our Annual Shareholders’ Meeting by submitting a properly executed proxy of a later date, a written notice of revocation (of your previously executed proxy) sent to our Corporate Secretary, or a vote cast at our Annual Shareholders’ Meeting (however, attending the meeting without voting will not revoke a proxy). Solicitation of ProxiesSOLICITATION OF PROXIES
The Board of Directors is soliciting the proxy accompanying this Proxy Statement. We will pay the cost of soliciting proxies. Proxies may be solicited by executive officers, directors, and colleagues of the Company, none of whom will receive any additional compensation for their services. Morrow Sodali LLC may solicit proxies for a fee of $10,000 plus expenses. These solicitations may be made personally or by mail, facsimile, | | | | | | | Energizer Holdings, Inc. 2023 Proxy Statement 69 |
telephone, messenger, email, or the Internet. We will also reimburse banks, brokers and other custodians, nominees and fiduciaries for their costs of sending the proxy materials to the beneficial owners of our common stock. | Energizer Holdings, Inc. 2021 Proxy Statement 59
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TABLE OF CONTENTS
To reduce costs and reduce the environmental impact of our Annual Shareholders’ Meeting, a single Proxy Statement and Annual Report, along with individual proxy cards or individual Notices of Internet Availability, will be delivered in one envelope to certain shareholders having the same last name and address and to individuals with more than one account registered at our transfer agent with the same address. If a shareholder would like to receive separate copies of proxy materials that have been subject to householding, please contact Broadridge Financial Solutions, Inc. at the contact information below to receive separate copies. Shareholders participating in householding will continue to receive separate proxy cards. If you are a registered shareholder and would like to enroll in this service or receive individual copies of this year’s and/or future proxy materials, please contact our transfer agent, Broadridge Financial Solutions, Inc., at 866-741-8213, by email at shareholder@broadridge.com or in writing to 51 Mercedes Way, Edgewood, NY 11717. If you are a beneficial shareholder, you may contact the broker or bank where you hold the account. OTHER BUSINESS The Board does not intend to bring any other business before the Annual Shareholders’ Meeting. If other matters are properly brought before the meeting, the named proxies will vote the proxies they hold in their discretion on such matters; however, and so far as is known to our Board, no matters are to be brought before the meeting other than as specified in the notice of meeting. Our bylawsBylaws provide that shareholders may nominate candidates for directors or present a proposal or bring other business before an annual meeting only if they give timely written notice of the nomination or the matter to be brought not less than 90 nor more than 120 days prior to the first anniversary of the prior year’s meeting, as described under “Shareholder Proposals for the 20232025 Annual Shareholders’ Meeting.Meeting.” SHAREHOLDER PROPOSALS FOR THE 20232025 ANNUAL SHAREHOLDERS’ MEETING Any proposals to be presented at the 20232025 Annual Shareholders’ Meeting must be received by the Company, directed to the attention of the Corporate Secretary, no later than August 17, 2022,16, 2024, in order to be included in the Company’s Proxy Statement and form of proxy for that meeting under Rule 14a-8 of the Exchange Act. Upon receipt of any proposal, the Company will determine whether or not to include the proposal in the Proxy Statement and proxy card in accordance with regulations governing the solicitation of proxies. The proposal must comply in all respects with the rules and regulations of the SEC and our bylaws.Bylaws. In order for a shareholder to nominate a candidate for director, present a proposal or bring other business before the shareholders under our bylaws,Bylaws, timely notice must be received by us in advance of the meeting. Ordinarily, such notice must be received not less than 90, nor more than 120, days before the first anniversary of the prior year’s meeting. For the 20232025 Annual Shareholders’ Meeting, the notice would have to be received on or after October 3, 2022,1, 2024, and on or before November 2, 2022.October 31, 2024. The notice of nomination must include, as to each person whom the shareholder proposes to nominate for election, information required by our bylaws,Bylaws, including: •the nominee’s name, age, business and residential address; •the nominee’s principal occupation for the previous five years; •the nominee’s consent to being named as a nominee and to serving on the Board; •the nominee’s “disclosable interests” as of the date of the notice (which information shall be supplemented by such person, if any, not later than ten days after the record date of the Annual Shareholders’ Meeting to disclose such ownership as of the record date), which includes: –
| shares of common stock; options, warrants, convertible securities, stock appreciation rights, or similar rights with respect to our common stock; any proxy, contract, arrangement, understanding, or relationship conveying a right to vote common stock; |
–
| any short interest with respect to common stock; |
–
| any derivative instruments held by a partnership in which the nominee has a partnership interest; and |
–
| rights to any performance-related fee based on any increase or decrease in the value of common stock or any related derivative instrument; and |
| | | | | | 60 70 Energizer Holdings, Inc.2021 2023 Proxy Statement
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–shares of common stock; options, warrants, convertible securities, stock appreciation rights, or similar rights with respect to our common stock; any proxy, contract, arrangement, understanding, or relationship conveying a right to vote common stock; –any short interest with respect to common stock; –any derivative instruments held by a partnership in which the nominee has a partnership interest; and –rights to any performance-related fee based on any increase or decrease in the value of common stock or any related derivative instrument; and •a description of all monetary or other material agreements, arrangements or understandings between the nominating shareholder and the nominee during the prior three years. In addition, the nominating shareholder must provide their name and address and disclosable interests (as such term is described above). The shareholder must be present at the Annual Shareholders’ Meeting at which the nomination is to be considered, and must provide a completed questionnaire regarding the nominee’s background and qualification and compliance with our corporate governance, conflict of interest, and other pertinent policies and guidelines. To assist in the evaluation of shareholder-recommended candidates, the Nominating and Governance Committee may request that the shareholder provide certain additional information required to be disclosed in the Company’s proxy statement under Regulation 14A of the Exchange Act. The shareholder nominating the candidate must also include his or her name and address, and the number of shares of common stock beneficially owned. In addition to satisfying the foregoing requirements under our Bylaws, to comply with the universal proxy rules, shareholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act. Such notice must be postmarked or transmitted electronically no later than November 30, 2024. CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS Energizer Holdings, Inc. (the “Company”) and its management may make certain statements that constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements can be identified by the fact that they do not relate strictly to historical or current facts. Forward-looking statements often use words such as “anticipates,” “targets,” “expects,” “hopes,” “estimates,” “intends,” “plans,” “goals,” “believes,” “continue” and other similar expressions or future or conditional verbs such as “will,” “may,” “might,” “should,” “would” and “could.” Forward-looking statements represent the Company’s current expectations, plans or forecasts of its future results, revenues, expenses, capital measures, strategy, and future business and economic conditions more generally, and other future matters. These statements are not guarantees of future results or performance and involve certain known and unknown risks, uncertainties and assumptions that are difficult to predict and are often beyond the Company’s control. Actual outcomes and results may differ materially from those expressed in these forward-looking statements. Factors that could cause actual results or events to differ materially from those anticipated include, without limitation, the matters implied by, any of these forward-looking statements. You should not place undue reliance on any forward-looking statement and should consider the following uncertainties and risks, as well as the risks and uncertainties more fully discussed under Item 1A. Risk Factors of the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on November 16, 2021,14, 2023, and the Company’s other filings with the SEC 1)SEC: (1) global economic and financial market and economic conditions; (2) market trendscompetition in our product categories; (3) changes in the categories in which we compete; (3) uncertainty relating to the impacts of the ongoing COVID-19 pandemic, including but not limited to, its impacts onretail environment and consumer demand, costs, product mix, the availability of our products, our strategic initiatives, our and our partners' global supply chains, operations and routes to market;preferences; (4) our ability to integrate businesses, to realizesuccessfully manage the projected resultsdemand, supply, and operational challenges; (5) loss or impairment of the acquired businesses, and to obtain expected cost savings, synergies and other anticipated benefitsCompany’s reputation or our leading brands or failure of the acquired businesses within the expected timeframe, or at all; (5) the impactour marketing plans; (6) loss of the acquired businesses onany of our business operations; (6) the success of new products and the ability to continually develop and market new products;principal customers; (7) our ability to attract, retainmeet our growth targets depends on successful product, marketing and improve distribution with key customers;operations innovation and successful responses to competitive innovation and changing consumer habits; (8) risks related to our international operations, including currency fluctuations; (9) protection of our intellectual property rights; (10) changes in production costs, including raw material prices and transportation costs; (11) reliance on certain significant suppliers; (12) availability of raw materials and our ability to continue planned advertisingforecast customer demand and manage production capacity; (13) disruption to our and our suppliers' manufacturing facilities, supply channels or other promotional spending; (9)business operations due to events beyond our ability to timely execute strategic initiatives,control; (14) our future results may be affected by our operational execution, including restructurings,scenarios where the Company generates fewer productivity | | | | | | | Energizer Holdings, Inc. 2023 Proxy Statement 71 |
improvements than estimated; (15) impairment of our goodwill and international go-to-market changes in a manner that will positively impact our financial condition and results of operations and does not disrupt our business operations; (10) the impact of strategic initiatives, including restructurings, on our relationships with employees, customers and vendors; (11) our ability to maintain and improve market share in the categories in which we operate despite heightened competitive pressure; (12) financial strength of distributors and suppliers; (13) our ability to improve operations and realize cost savings; (14) the impact of the United Kingdom’s future trading relationships following its exit from the European Union; (15) the impact of foreign currency exchange rates and currency controls, as well as offsetting hedges;indefinite-lived intangible assets; (16) the impact of adverse or unexpected weather conditions;a failure of a key information technology system; (17) uncertainty from the expected discontinuance of LIBOR and the transitionrisks related to any other interest rate benchmark;our reliance on information technology; (18) the impact of raw materialsour significant debt obligations; (19) operating difficulties, dilution and other commodity costs; (19)consequences from strategic transactions, including the impact of legislative changesinability to successfully consummate favorable transactions or regulatory determinations or changes by federal, state and local, and foreign authorities, including customs and tariff determinations, as well as the impact ofintegrate acquired businesses; (20) potential changes to tax laws, policies and regulations; (20) costs and reputational damage associated with cyber-attacks or information security breaches or other events; (21) the impact of advertising and product liability claims, labeling claims, commercial claims, and other litigation;legal claims against us; (21) increasing governmental regulations in both the U.S. and abroad; (22) compliance with debt covenantsincreased focus on environmental social and maintenance of credit ratings as well as the impact of interestgovernance (ESG) issues; and principal repayment of our existing(23) environmental laws and any future debt.regulations that may expose us to significant liabilities. The information contained herein is preliminary and based on Company data available at the time of this filing. Forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update any forward-looking statement to reflect the impact of circumstances or events that arise after the date the forward-looking statement was made. | | | | | | 72 Energizer Holdings, Inc.2021 2023 Proxy Statement 61 | |
TABLE OF CONTENTS
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES The Company reports its financial results in accordance with accounting principles generally accepted in the U.S. (“GAAP”)(GAAP). However, management believes that certain non-GAAP financial measures provide users with additional meaningful Comparisonscomparisons to the corresponding historical or future period.period, and are used for management incentive compensation. These non-GAAP financial measures exclude items that management believes are not reflective of the Company’sCompany's on-going operating performance, such as restructuring and related costs, acquisition and integration costs, an acquisition earn out, lossan impairment of goodwill and intangible assets, the loss/(gain) on extinguishment of debt, the settlement loss on U.S. pension plan terminationsannuity buyout, the costs of exiting the Russian market, the gain on finance lease termination, the costs of the May 2022 flooding of our Brazilian manufacturing facility, and the one-time impact of Tax structuring, Coronavirus Aid, Relief and Economic Security (CARES) Act and 2017 Tax Cuts and Jobs Act (2017 tax reform). Thesestructuring. In addition, these measures help investors to seeanalyze year over year comparability when excluding currency fluctuations, acquisition activity as well as other company initiatives that are not on-going. We believe these non-GAAP financial measures are an enhancement to assist investors in understanding our business and in performing analysis consistent with financial models developed by research analysts. Investors should consider non-GAAP measures in addition to, not as a substitute for, or superior to, the comparable GAAP measures. In addition, these non-GAAP measures may not be the same as similar measures used by other companies due to possible differences in method and in the items being adjusted. We provide the following non-GAAP measures and calculations, as well as the corresponding reconciliation to the closest GAAP measure.measure: •Adjusted Earnings Per Share (EPS) excludes the impact of therestructuring and related costs, related to acquisition and integration costs, an acquisition earn out, an impairment of goodwill and intangible assets, the lossloss/(gain) on extinguishment of debt, the prior year settlement loss on US pension planannuity buyout, the costs of exiting the Russian market, the gain on finance lease termination, the costs of the flooding of our Brazilian manufacturing facility and the one-time impact of Tax restructuring,structuring. Performance Adjusted EPS includes additional adjustments permitted under the CARES Actlong-term performance incentive awards that were granted in November 2020 for direct and 2017 tax reform.indirect costs related to the Coronavirus (COVID-19) pandemic, lost earnings related to the Company’s exit from its Russia operations, and higher currency fluctuations. •Adjusted Selling, General & administrative expenses (SG&A)Gross Margin Rate excludes the impact of the costsrestructuring and related to acquisition and integration and an acquisition earn out.costs. •Adjusted Operating Profit excludes the impact of restructuring and related costs the costs related to acquisition and integration, an acquisition earn out Lossgain on extinguishment of debt, Interest expense and Other items, net. •Free Cash Flow is defined as net cash provided by operating activities reduced by capital expenditures, net of the proceeds from asset sales. Adjusted Free Cash Flow further excludes the cash payments for acquisition and integration expenses and integration capital expenditures. These expense cash payments are net of the statutory tax benefit associated with the payment.
| | Reported diluted EPS | | | $0.78 | | | $0.44 | | | $2.11 | | | | Acquisition and integration | | | 2.06 | | | 0.79 | | | 0.79 | | | | Acquisition earn out | | | — | | | — | | | 0.03 | | | | Settlement on pension plan terminations | | | 0.05 | | | — | | | — | | | | Loss on extinguishment of debt | | | — | | | 1.05 | | | 1.11 | | | | Tax structuring | | | — | | | — | | | (0.56) | | | | One-time impact of 2017 tax reform | | | (0.01) | | | — | | | — | | | | One-time impact of the CARES Act | | | — | | | 0.03 | | | — | | | | Impact for diluted share calculation(1) | | | 0.12 | | | — | | | — | | | | Adjusted Diluted EPS | | | $3.00 | | | $ 2.31 | | | $3.48 | |
(1)
| For FY19, the adjusted weighted average shares assumes conversion of the preferred shares, as these results are more dilutive. The shares have been adjusted for the 4.7 million share conversion and the preferred dividend has been adjusted out. |
| | | | | | | Energizer Holdings, Inc.2021 2023 Proxy Statement A-1 |
TABLE OF CONTENTS
| | | | | | | | | | | | | | | | | Adjusted Diluted Earnings Per Share (EPS) | | FY21 | FY22 | FY23 | Cumulative | | Reported diluted earnings/(loss) per share | | $ | 2.11 | | $ | (3.37) | | $ | 1.94 | | $ | 0.68 | | | Restructuring and related costs | | — | | 0.01 | | 0.64 | | 0.65 | | | Acquisition and integration | | 0.79 | | 0.17 | | — | | 0.96 | | | Acquisition earn out | | 0.03 | | 0.01 | | — | | 0.04 | | | Impairment of goodwill & intangible assets | | — | | 5.86 | | — | | 5.86 | | | Loss/(gain) on extinguishment of debt | | 1.11 | | — | | (0.02) | | 1.09 | | | Settlement loss on US pension annuity buy out | | — | | — | | 0.53 | | 0.53 | | | Exit of Russian market | | — | | 0.17 | | — | | 0.17 | | | Gain on finance lease termination | | — | | (0.05) | | — | | (0.05) | | | Brazil flood damage, net of insurance proceeds | | — | | 0.14 | | — | | 0.14 | | | Tax structuring | | (0.56) | | — | | — | | (0.56) | | | | | | | | Impact for diluted share calculation(1) | | — | | 0.14 | | — | | 0.14 | | | Adjusted Diluted EPS | | $ | 3.48 | | $ | 3.08 | | $ | 3.09 | | $ | 9.65 | | | Adjustments allowed under the plan | | | | | 1.39 | | | Performance Adjusted EPS | | | | | $ | 11.04 | |
(1)During FY22, the mandatory convertible preferred shares were converted to approximately 4.7 million common stock. The full conversion was dilutive and the mandatory preferred stock dividends are excluded from net earnings in the Adjusted dilution calculation. In addition, the dilutive restricted stock equivalent awards are included in the shares calculation on an adjusted basis. | | | | | | | | | | Adjusted SG&AGross Margin (GM) as a Percentage of Net Sales | | | FY21
| FY23 | | Net sales (in millions) | | $ | $ 3,021.5
2,959.7 | | | Reported SG&AGM as a percentage of Net sales | | 38.0 | 16.1%
| % | | Reported SG&A (in millions) Gross profit | | $ | $487.2
1,124.0 | | | AcquisitionRestructuring and integrationrelated costs
| | 29.9 | (40.0)
| | | Acquisition earn out
| | | (3.4)
| | | Adjusted SG&A
| | | $443.8
| | | | | | | Adjusted SG&AGross profit | | $ | 1,153.9 | | | Adjusted GM as a Percentage of Net Sales | | 39.0 | 14.7%
% | | Currency impact for incentive compensation | | — | % | | Adjusted GM as a Percentage of Net Sales for incentive compensation plans | | 39.0 | % |
| | | | | | | | | | | Adjusted Operating Profit | | | FY21
| FY23 | | Earnings before income taxes (in millions) | | $ | $ 154.2
175.7 | | | Other items, net | | 57.1 | (2.9)
| | | Interest expense | | 168.7 | 161.8
| | | LossGain on extinguishment of debt
| | (1.5) | 103.3
| | | Acquisition
| | | | | | | | | | | | Restructuring and integrationrelated costs (in SG&A, COGS and R&D)SG&A) | | 59.9 | 74.8
| | | Acquisition earn out (in SG&A)
| | | 3.4
| | | | | | | Adjusted Operating Profit | | $ | $ 494.6
459.9 | | | Currency impact for incentive compensation | | (8.9) | | | Adjusted Operating Profit for incentive compensation plans | | $ | 451.0 | |
| | Net cash from operating activities | | | $ 142.1 | | | $ 389.3 | | | $ 179.7 | | | | Capital expenditures | | | (55.1) | | | (65.3) | | | (64.9) | | | | Proceeds from sales of assets | | | 0.2 | | | 6.4 | | | 5.7 | | | | Free Cash Flow - Subtotal | | | $87.2 | | | $ 330.4 | | | $ 120.5 | | | | Acquisition and integration related payments | | | 159.2 | | | 33.7 | | | 48.3 | | | | Integration related capital expenditures | | | 9.8 | | | 41.0 | | | 34.7 | | | | Adjusted Free Cash Flow | | | $ 256.2 | | | $ 405.1 | | | $ 203.5 | |
| | | | | | A-2 Energizer Holdings, Inc. 20212023 Proxy Statement | |
| | | | | | | | | | | | | | | | | | | | Adjusted Free Cash Flow (in millions) | | FY21 | FY22 | FY23 | Cumulative | | Net cash from operating activities | | $ | 179.7 | | $ | 1.0 | | $ | 395.2 | | $ | 575.9 | | | Capital expenditures | | (64.9) | | (77.8) | | (56.8) | | (199.5) | | | Proceeds from sales of assets | | 5.7 | | 0.6 | | 0.7 | | 7.0 | | | Free Cash Flow - Subtotal | | $ | 120.5 | | $ | (76.2) | | $ | 339.1 | | $ | 383.4 | | | Free Cash Flow as a % of Net Sales | | | | 11.5 | % | | | | | | | | | | Restructuring and related payments | | — | | — | | 25.9 | | 25.9 | | | Acquisition and integration related payments | | 48.3 | | 32.1 | | — | | 80.4 | | | Integration related capital expenditures | | 34.7 | | 22.0 | | — | | 56.7 | | | Adjusted Free Cash Flow | | $ | 203.5 | | $ | (22.1) | | $ | 365.0 | | $ | 546.4 | | | Net Sales | | $ | 3,021.5 | | $ | 3,050.1 | | $ | 2,959.7 | | $ | 9,031.3 | | | Adjusted Free Cash Flow as a % of Net Sales | | | | | 6.0 | % |
| | | | | | | Energizer Holdings, Inc. 2023 Proxy Statement A-3 |
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