UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

~~Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐~~

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐
☐		Preliminary Proxy Statement
☐
☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒
☒		Definitive Proxy Statement
☐
☐		Definitive Additional Materials
☐
☐		Soliciting Material Pursuant to §240.14a-12

ENERGIZER HOLDINGS, INC.

(Name of the Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒

☒		No fee required.
☐
☐		Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

	1.	1.		Title of each class of securities to which transaction applies:
		2.
			2.		Aggregate number of securities to which transaction applies:
		3.
			3.		Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):
		4.
			4.		Proposed maximum aggregate value of transaction:
		5.
			5.		Total fee paid:

☐			Fee paid previously with preliminary materials.
☐
☐		Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

	1.	1.		Amount Previously Paid:
		2.
			2.		Form, Schedule or Registration Statement No.:
		3.
			3.		Filing Party:

NOTICE OF 2022 ANNUAL SHAREHOLDERS’ MEETING

	DATE Monday, January 31, 2022
	TIME 8 am, Central Time
	HOW TO ATTEND To support the health and well-being of our colleagues and shareholders, the 2022 Annual Shareholders’ Meeting will be virtual and held online via a live audio webcast at www.virtualshareholdermeeting.com/ENR2022. Please see our Proxy Statement for additional information regarding accessing the meeting.
	RECORD DATE November 30, 2021
	AVAILABILITY OF MATERIALS Our Proxy Statement and 2021 Annual Report are available at http://investors.energizerholdings.com. We commenced mailing and are making available this Proxy Statement on December 15, 2021.

YOUR VOTE IS IMPORTANT

To make sure your shares are represented, please cast your vote as soon as possible in ~~the years ahead.~~

~~Future Growth~~

~~We have a winning playbook to drive future value for our customers, consumers and shareholders. Our focus since the spin-off~~one of the Company from its former parent company in July 2015 (“Spin-off”) has been to maximize free cash flow and it continues today. The strong results since Spin-Off reflect the talent, capabilities, and expertise of our team and coupled with our new colleagues joining us through the acquisitions we have the resources necessary to be successful with our expanded battery portfolio and in the branded auto care business. We have a plan to deliver organic growth and realize the potential of the transformative acquisitions. Our long-term outlook is to deliver adjusted EBITDA in excess of $700 million and adjusted free cash flow greater than $400 million in fiscal year 2022.

~~Corporate Responsibility~~

For Energizer, corporate responsibility boils down to “Do the Right Thing”. Our approach provides a tremendous opportunity to make a positive impact on the well-being of our communities, environment and shareholders.

~~Meeting Information~~

~~We hope you can join us at our upcoming Annual Shareholders’ Meeting. The meeting will be held at Energizer’s global headquarters on Monday, January 27, 2020 at 8:00 am, Central Time.~~

In closing, you have our commitment that in 2020 our Board and management team are focused on leveraging the strong platform for our businesses and delivering our financial commitments. We appreciate the opportunity to serve Energizer on your behalf, and we thank you for your continued investment in Energizer.

following ways:

~~Sincerely,~~

Vote online at www. proxyvote.com.

~~Patrick J. Moore~~

~~Alan R. Hoskins~~

~~Independent Chairman~~

~~Chief Executive Officer~~

~~(1)~~

~~See “Non-GAAP Financial Measures” in Appendix A.~~

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 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).

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.

BOARD NOMINEES

Patrick J. Moore

Independent Chairman,

~~Age~~~~: 65~~

~~Director~~ ~~Since~~~~: 2015~~

Energizer Holdings, Inc.

6 years

~~Carlos Abrams-Rivera~~

~~Executive Vice President–Campbell Soup Company and President, Campbell Snacks~~

~~Age~~~~: 52~~

—

Carlos Abrams-Rivera

U.S. Zone President, Kraft Heinz Company

2 years

Finance and Oversight; Nominating and Governance

Bill G. Armstrong

Retired Executive Vice President and Chief

Operating Officer, Cargill Animal Nutrition

~~Age~~~~: 71~~

~~Director Since~~~~: 2015~~

~~Committees~~~~: Audit,~~

6 years

Audit; Human Capital

Cynthia J. Brinkley

Retired Chief Administrative and Markets Officer, Centene Corporation

~~Age~~~~: 60~~

~~Director Since~~~~: 2015~~

~~Committees~~:

6 years

Human Capital (Chair),; Nominating and

Governance

Rebecca Frankiewicz

President, ManpowerGroup North America

~~Age~~~~: 48~~

2 years

~~Alan R. Hoskins~~

~~Chief Executive Officer, Energizer Holdings, Inc.~~

~~Age~~~~: 58~~

~~Director Since~~~~: 2015~~

~~Committee~~~~: Finance and Oversight~~

Audit; Human Capital

Kevin J. Hunt

Retired Chief Executive Officer and President,

Ralcorp Holdings, Inc.

~~Age~~~~: 68~~

~~Director Since~~~~: 2015~~

~~Committees~~:

6 years

Finance and Oversight (Chair),

; Human Capital

James C. Johnson

Retired General Counsel, Loop Capital Markets LLC

~~Age~~~~: 67~~

~~Director Since~~~~: 2015~~

~~Committee~~:

6 years

Nominating and Governance (Chair)

~~John E. Klein~~

~~Retired~~

Mark S. LaVigne

President ~~Randolph College~~

~~Age~~~~: 74~~

~~Director Since~~~~: 2015~~

~~Committees~~~~: Audit,~~ and Chief Executive Officer, Energizer Holdings, Inc.

1 year

Finance and Oversight

Donal L. Mulligan

Retired Executive Vice President and Chief Financial Officer, General Mills, Inc.

—

Audit; Finance and Oversight

Nneka L. Rimmer

~~Senior Vice~~

Retired President, ~~Business Transformation,~~

Global Flavors & Extracts, McCormick & Company ~~Inc.~~

~~Age~~~~: 48~~

~~Director Since~~~~: 2018~~

~~Committees~~~~: Audit,~~

3 years

Audit; Human Capital

Robert V. Vitale

President and Chief Executive Officer, Post

Holdings, Inc.

~~Age~~~~: 53~~

~~Director Since~~~~: 2017~~

~~Committees~~:

4 years

Audit (Chair),; Finance and

Oversight

~~SKILLS AND EXPERIENCES~~

~~Board experience and skills particularly valuable for effective oversight of Energizer at this time~~

– ~~Consumer Packaged Goods Industry~~

– ~~International~~

– ~~Human Capital Management~~

– ~~Innovation~~

– ~~Strategy~~

~~AGE~~

~~Average~~

~~Age~~

~~60.8~~,

~~as of 12-17-2019~~

~~40-49 years old:~~~~2 nominees~~

~~27%~~

~~Women~~

~~27%~~

~~Ethnically Diverse~~

~~50-59 years old:~~~~3 nominees~~

~~60-64 years old:~~~~1 nominees~~

~~65 – 69 years old:~~~~3 nominees~~

~~70+ years old:~~~~2 nominees~~

LEADERSHIP TRANSITIONS

The Company puts an emphasis on CEO and senior management succession and development planning. Effective January 1, 2021, Alan R. Hoskins retired as the Company’s Chief Executive Officer and was succeeded by 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’s Executive Vice President and Chief Financial Officer, following the retirement of Timothy W. Gorman.

COMPENSATION HIGHLIGHTS

~~2019 Corporate Governance Highlights~~Pay For Performance Philosophy

Based on shareholder input and our Board’s assessment of our executive compensation program, pay components are unchanged from prior years.



~~Nominating and Governance~~ ~~Committee~~		• ~~Our Board Committees play a critical role in the oversight of our governance and strategy. To enhance the effectiveness of the Board’s oversight function, the Board separated the~~ The Human Capital Committee ~~into~~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% of the votes cast for the approval of the “Say on Pay” proposal at our 2021 Annual Shareholders’ Meeting.		98.5% Approval in 2021

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.

	✔			Align executive compensation with shareholder returns through performance-based equity incentive awards
	✔			Include caps on individual payouts in short- and long-term incentive plans
	✔			Balance short-term and long-term incentives
	✔			Use appropriate peer groups when establishing compensation
	✔			Retain independent compensation consultant

	✔			Double-trigger equity vesting upon a ~~Nominating~~change of control for awards under our Omnibus Incentive Plan
	✔			Conduct an annual Say on Pay advisory vote
	✔			Have clawback, anti-hedging and ~~Governance~~ pledging policies
	✔			Conduct an annual compensation risk review and assessment
	✔			Have robust stock ownership requirements

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. 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 environmental, social and governance (ESG) strategy. 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 we conducted an extensive priority assessment to better understand the sustainability impacts, risks and opportunities for Energizer. The process involved identifying the top risks based on input from investors, customers, regulators, internal experts and other stakeholders. As a result, Energizer identified specific focus areas that we will work to make progress toward over the years to come.

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 recycled content in our Energizer rechargeable portfolio.

Spent more than $10 million on battery recycling initiatives, including campaigns to raise awareness, establish collection points and support safe recycling programs.

For more information, please review the Energizer Holdings 2021 Sustainability Summary available on our website at energizerholdings.com.

OUR APPROACH TO LONG-TERM HUMAN CAPITAL MANAGEMENT

Energizer colleagues are committed to responsibly creating products to make lives easier and more enjoyable every day. We believe that we win together while serving each other with a willingness to act boldly, all while doing what is right. From change pulse checks 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. Our culture champion network, with members in all of our major global markets, leads local and global efforts to create inclusive and diverse work environments and bring our values to life.

Our Global Diversity, Equity, Inclusion & Belonging (“DEIB”) Council is sponsored by 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:

• A comprehensive DEIB learning and development plan to build awareness and drive inclusive behaviors

• A focus on developing our diversity pipeline through mentoring and coaching

The Board 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.

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 Charters 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 Chairs are independent
			•	10 of 11 director nominees are ~~independent;~~independent
			•	All members of our ~~Chief Executive Officer is the only management director~~ • ~~Our~~ Audit, Human Capital and Nominating ~~and~~& Governance Committees are ~~comprised solely of~~ independent ~~directors~~
			•
		~~Independent~~ ~~Chairman~~		• ~~We have an Independent Chairman, selected by the independent directors~~ • ~~The Independent Chairman serves as liaison between management and the other independent directors~~

		~~Executive~~ ~~Sessions~~		• Executive sessions ~~of independent directors are scheduled~~ at ~~the end of each~~all Board and Committee ~~meeting~~	meetings
			•		The compensation consultant retained by the Human Capital Committee is independent of the Company and management
	•	Annual Board ~~Practices~~and Committee evaluations, including peer feedback
	•	CEO conducts one-on-one meetings with each director
	• ~~Added two new~~	Director orientation and continuing education programs for directors ~~to the~~
Board ~~in the past two years~~ Composition			• ~~Nominated two additional new director candidates for the 2020 Annual Shareholders’ Meeting~~ • ~~Majority voting standard for all directors~~ • ~~Beginning in 2020, annual election of all directors~~ • ~~Active Board engagement in succession planning of executive officers~~ •	Commitment to Board refreshment – added six highly qualified directors in the past five years including Mr. LaVigne, our CEO – and ~~director succession~~	adopted a mandatory retirement policy
			•		Average tenure of less than five years
		~~Ethics and~~ ~~Compliance~~	•	• ~~From manufacturing quality products to meeting our customers’ needs, we work hard to be the best and play by the rules, while valuing every colleague and partner that makes up our team~~

		Five of 11 director nominees are women and/or ethnically diverse
iv	•	All candidates are evaluated and considered for their diversity, including gender, ethnicity, background, expertise, and perspective, as well as our membership criteria
	•	Clear membership criteria for all directors - 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 – 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)

~~Compensation Highlights~~

Our primary compensation strategy is “Pay for Performance” which drives a mindset of accountability and productivity. Our compensation guiding principles are to structure executive compensation that is simple, aligned and balanced. We believe our guiding principles are strongly aligned with our corporate strategic priorities and our vision for shareholder value creation.

~~We plan to adopt~~~~double-trigger equity vesting~~ ~~upon a change of control for all future awards on the approval of our Omnibus Incentive Plan (see Proposal 4).~~

Shareholder Rights		•	All directors are elected annually
		•	Directors are elected by majority vote
	~~Aggregate Pay~~ ~~Package~~	•	• ~~Our aggregate pay packages are targeted at the 50th percentile~~ Right to call a special meeting and act by written consent for ~~our peer group~~	shareholders
Director Access		•	Directors have ability to engage outside experts and consultants and to conduct independent reviews
Director Access	~~Annual Cash Bonus Program~~	•	• ~~25% related~~ Directors have significant interaction with senior business leaders and access to ~~each of adjusted free cash flow; adjusted net sales; adjusted SG&A as % of net sales; and adjusted operating profit~~	other colleagues
Governance Best Practices		•	Clawback, Anti-Hedging and Pledging Policies
	~~Equity Awards~~	•	~~In fiscal 2019, we awarded restricted stock equivalents with a three-year vesting period.~~ • ~~70% of the award is performance-based~~ Share ownership requirements for directors and ~~vests based only upon achievement of cumulative adjusted earnings per share and cumulative adjusted free cash flow as a percentage of adjusted net sales metrics~~ executive officers
		• ~~30% vests on the third anniversary of the grant if the recipient remains employed~~	Our Corporate Governance Principles are consistent with the ~~Company~~	Investor Stewardship Group’s corporate governance principles
		•
~~Director~~ ~~Compensation~~	• ~~In November 2019, the~~ Board ~~approved the elimination of theone-time~~ ~~grant of $200,000 to newly appointed directors~~oversight and ~~the per meeting fee of $1,500 for meetings in excess of six meetings/year~~ongoing engagement with senior management on key issues, including culture, human capital management, DEIB, pay equity, sustainability and ~~increased the annual restricted stock equivalent award grant to $145,000~~		political contributions

~~Energizer Holdings, Inc.~~ ~~2019 Proxy Statement v~~

~~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~~

~~Establishing Board culture~~

~~Setting the Board meeting agendas in consultation with the other directors, the Chief Executive Officer and the Corporate Secretary~~

~~Acting as an advisor to the Chief Executive Officer~~

~~Leading the annual self-assessment of the Board~~

Human Capital Committee
Members: Bill G. Armstrong Cynthia J. Brinkley (Chair) Rebecca Frankiewicz Kevin J. Hunt Nneka L. Rimmer Meetings in Fiscal ~~2019:~~6 2021: 10 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.	•	• ~~Oversight of~~ Oversees the Company’s culture, including DEIB plans and programs
	•	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
	•	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 ~~2015 Plan~~equity plans and grants equity-based awards, including performance-based awards, 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 officers
	•	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

2 ~~Energizer Holdings, Inc.~~ ~~2019 Proxy Statement~~

MANAGEMENT SUCCESSION PLANNING

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.

BOARD AND COMMITTEE ~~ASSESSMENT~~

EVALUATIONS

The Board and each Committee conducts 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 Committee in a robust assessment on an annual basis.

	ANNUAL PROCESS INITIATION	>	The Nominating and Governance Committee initiates the annual Board and committee director evaluation process and presents the proposed approach to the Board for comment.
4	WRITTEN QUESTIONNAIRES	>	After review and approval by the Nominating and Governance Committee, written questionnaires are sent to all directors; the questionnaires focus on: • Effectiveness of the Board’s leadership and Committee structure • Quality of Board materials and agendas • Engagement of and preparation by Board and Committee members • Board and Committee composition and succession planning • Board and Committee culture and dynamics, including the effectiveness of discussion and debate at meetings • Peer feedback for each individual director
	REview	>	The Nominating and Governance Committee Chair and Independent Chairman review the directors’ responses to the Board Questionnaire, and each Committee Chair reviews the directors’ responses to the committee questionnaires.
	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 Committee members’ responses to the Committee questionnaires.
	CONTINUOUS IMPROVEMENT	>	The Board incorporates the feedback into enhancements relating to oversight, structure, composition and meetings.

ENHANCEMENTS MADE IN RESPONSE TO BOARD AND COMMITTEE SELF-ASSESSMENTS

In ~~connection with the~~response to recent feedback ~~received~~solicited from ~~the Board at the fiscal 2018~~our Board and ~~Committee evaluation, the Board made the following enhancements in fiscal 2019:~~

Committees, we continue to:

~~Enhancements to the Board and Committee assessments process~~

~~Streamlining~~

Streamline meeting materials to better highlight important information

and provide timely updates, as needed

~~Eliminating redundancy among Board Committees~~

~~Identifying a focused Board skills matrix from which~~Refine meeting structure to ~~identify director candidates~~

~~Providing directors opportunities to engage with colleagues throughout the Company, to become better acquainted with top talent and senior leaders below our executive officer level~~

~~Allowing~~allow sufficient time during Board and ~~committee~~Committee meetings for discussion, debate~~in-depth~~ ~~reviews,~~ 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

The Nominating and Governance Committee has the authority to engage a ~~third party~~third-party search firm to identify and provide information on potential candidates. A key objective of 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 to have a diverse candidate pool for each search the Board undertakes.

~~Energizer Holdings, Inc.~~ ~~2019 Proxy Statement 5~~

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 a third-party search firm.

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 consistent approach to our executive compensation program for fiscal ~~2019.~~2021. Last year, our shareholders overwhelmingly approved our executive ~~compensation.~~compensation program. The Human Capital Committee will continue to consider shareholder feedback and the outcome of the Say on Pay ~~vote results~~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, suppliers 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.

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.		BROAD RANGE OF BUSINESS AND GOVERNANCE TOPICS

			~~Broad Range of Business and Governance Topics~~

	~~Total Fiscal 2019 Shareholder Outreach~~ ~~>65%~~ ~~of Shares Outstanding~~		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
			~~Operations~~	~~Board Refreshment~~
~~Corporate Governance Practices~~		~~Human Capital Management~~
~~Sustainability~~
~~Risk Management~~

In response to the feedback, we have made several enhancements, including the plan to adopt double-trigger equity vesting upon a change of control for all future awards on the approval of our Omnibus Incentive Plan.

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.

BOARD OVERSIGHT OF RISK

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. ~~Our Board discusses and receives regular updates on a wide variety of matters affecting our Company.~~

The Board, acting both directly and through its Committees, is actively involved in oversight of the significant risks affecting our business. The Board and its Committees’ risk oversight activities are informed by our management’s risk assessment and risk management processes. ~~In particular,~~Our Board monitors our “tone at the top” and risk culture and oversees emerging strategic risks. Risk management is overseen by our Board ~~and~~through the Board’s Committees. Each Committee provides regular reports to the Board regarding matters reviewed by their committee. In particular, each Committee focuses on overseeing the following risks:

BOARD

AUDIT

HUMAN CAPITAL

FINANCE AND

OVERSIGHT

NOMINATING AND

GOVERNANCE

~~Board of Directors~~

~~Board~~

~~Audit Committee~~

~~Human Capital~~

~~Committee~~

~~Finance~~

• Cybersecurity

• Environmental and sustainability
~~Oversight~~
~~Committee~~

~~Nominating and~~
~~Governance~~
~~Committee~~

• ~~Strategic risks~~

• ~~Independence of the Company’s risk management functions~~

• ~~Cybersecurity~~

• Internal and external fraud

• Financial reporting
risk

• Expense risk

• Oversight of ~~internal~~global audit and compliance functions

• Oversight of the Company’s risk management structures and practices

• Culture

• Diversity, Equity, Inclusion and Belonging

• Compensation and benefits risk

• Talent risk

• CEO and Executive Officer management performance and succession planning

• Market risk

• Insurance risk

• Liquidity risk

• Credit risk

• Capital allocation risk

• Capital investments

• Tax Structure

• Board effectiveness

• Board governance practices and ~~practices~~

strategy

• ~~Environmental, social and governance risks~~

Board succession

MANAGEMENT

The Board’s role in risk oversight is consistent with the Company’s leadership structure, with management havingday-to-day responsibility for assessing and managing the Company’s risk exposure and the Board, directly and through its 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 Board on information security matters quarterly with a formal presentation at least annually.

The risk oversight responsibility of the Board and its Committees 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 which includes compliance risks.~~strategies. Management ofday-to-day operational, financial, ~~and~~ legal ~~risks~~ and compliance ~~issues~~risks is the responsibility of operational and executive leadership of the Company.

~~Energizer Holdings, Inc.~~ ~~2019 Proxy Statement 7~~

COVID-19 UPDATES



		~~Senior Management~~
~~Executive Risk Committee~~		~~The Executive Risk Committee is made up~~ Our principles of ~~members of~~ensuring colleague health and safety and preserving business continuity have guided us well in our decision-making throughout the ~~executive~~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 ~~team~~as it responds to changing conditions. In addition to providing guidance and ~~sets~~support, the ~~tone~~Board reviewed our key strategic initiatives to increase and direction for the risk management program. The Executive Risk Committee provides oversight to the risk management process, ensures adequate focus on high priority risks, reviews Risk Subcommittee reports,preserve our liquidity and ~~receives updates on significant compliance investigations worldwide. Annually, the Executive Risk Committee meets with the RiskSub-committee~~ ~~to discuss the most significant identified risks and ensure appropriate mitigation actions are being taken.~~ The Executive Risk Committee reports directly to the Audit Committee and advises the Audit Committee on a quarterly basis regarding the Company’s risk management structure and practices, as well as management’s programs to identify, assess,financial flexibility, fortify our balance sheet, manage supply chain issues, and mitigate ~~significant enterprise~~the risks ofpresented by COVID-19 and its effect on global markets. Beyond the ~~Company. The Audit Committee, in turn, reports to~~full Board’s involvement, our ~~Board. The Executive Risk Committee also presents directly to the~~ Board ~~with regard to these matters on an annual basis.~~
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)
~~Risk~~ ~~Subcommittee~~		The Risk Subcommittee is made up of a cross functional team of emerging leaders that are one to three organizational levels below our senior executives who can provide a perspective on the practical implementation of our compliance and risk management programs. The purpose of the Risk Subcommittee is to: • ~~establish the risk management process;~~ • identify and evaluate risks based on both their perceived impact on our Company and likelihood of occurrence, which include, among others, economic, industry, enterprise, operational, compliance and financial risks; • ~~identify and verify actions that would reasonably mitigate risks;~~ • ~~verify the results of the risk analysis and mitigation efforts with the appropriate levels of management; and~~ • ~~ensure regulatory and compliance issues are being addressed.~~ ~~The Risk Subcommittee reports directly to and provides quarterly reports to the Executive Risk Committee.~~

CODE OF CONDUCT

At Energizer, our values are 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 ~~one of~~ our Company values ~~— integrity — that~~and serves as the foundation for our individual actions and decisions as colleagues. Our Code of Conduct ~~is periodically reviewed and amended by the Board. We require~~applies to all colleagues, including our ~~directors,~~Board and senior management, and we require our Board and all colleagues, ~~to read and~~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 ~~on an annual basis.~~with the Code. Our Code of Conduct is periodically reviewed and amended by the Board.

Our Ethics & Compliance program ~~under~~is directed by our Senior Director of Global Ethics & Compliance, who oversees the ~~direction of our Chief Compliance Officer, administers~~ training on and ~~enforces~~enforcement of the Code of Conduct. We provide ~~additional~~ live andweb-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.~~ Conduct, and we do not tolerate retaliation against anyone who makes such a report.

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 values will help us continue to lead in the markets where we work and make our brand globally known and respected.

8 ~~Energizer Holdings, Inc.~~ ~~2019 Proxy Statement~~

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.~~

~~CORPORATE RESPONSIBILITY~~

~~To us, corporate responsibility boils down to “~~Docompliance with the ~~right thing~~~~” – this provides a tremendous opportunity to make a positive impact on the well-being~~Supplier Code of ~~our communities, environment and shareholders~~

Conduct.

Energizer Holdings, Inc. ~~Reducing the impact of our~~
~~Company and products on the~~
~~environment~~2021 Proxy Statement 9

~~Safety – of our communities,~~
~~colleagues and products – is~~
~~important to us~~

~~Our efforts support the financial~~
~~health of the company and~~
~~reduce risk~~

– Long history of leading environmentally responsible standards – in the 1970s our wastewater effluent standards became the model for the U.S. EPA; led the industry in eliminating mercury and cadmium from household batteries in the 1990s

~~– By working with third-party recycling companies, we divert millions of pounds annually from landfills~~

~~– Sites in Asheboro, North Carolina are now approaching landfill-free~~

~~– Work to educate consumers on making smarter choices and maximizing efficiency~~

~~– Involvement in programs like “change your clock, change your battery” and emergency preparation programs~~

~~– First to voluntarily develop coin lithium battery packaging that complies with child-resistant packaging standards~~

~~– Three of our North American worksites have been recognized by OSHA for safety programs, colleague engagement and low injury rates; these same programs are used globally~~

~~– Providing opportunities for colleagues to participate incolleague-led~~ ~~grassroots programs and volunteer efforts are part of our recruitment and retention program~~

COMMUNICATING CONCERNS TO THE BOARD

Shareholders may contact our Board, any director (including the Independent Chairman), or any Committee. Communications will be received and processed by management before being forwarded to the Board, a Committee or a director, as designated in your message.

	Shareholders and other interested parties may communicate directly with our Board, any Committee 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

Concerns relating to our financial statements, accounting practices, internal controls or violations of our Code of Conduct should be addressed in accordance with the procedures outlined in our Code of Conduct, which is available on our website at http://investors.energizerholdings.com/corporate-governance.



	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://investors.energizerholdings.com/corporate-governance and are forwarded to the Chair of the Audit Committee.

DIRECTOR NOMINATION,

CRITERIA, QUALIFICATIONS, EXPERIENCE AND INDEPENDENCE

Energizer, 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. ~~Prior~~

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 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
			✔ Engaged
			✔ High personal integrity
			✔ Diversity of backgrounds and experience
			✔ Free of potential conflicts of interest
			✔ Willingness to challenge and stimulate management
			✔ Ability to devote sufficient time to serve
			✔ Commitment 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 ~~creation~~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 prospect to assess interest and availability. A candidate will then meet with members of the ~~Human Capital~~Board and the Chief Executive Officer, and, as appropriate, with members of management. At the same time, the Committee ~~held this responsibility.~~

~~We have eleven nominees~~and the search firm will contact references for the Board of Directors, nine of whom serve on our current Board of Directors and two nominees who are standing to replace W. Patrick McGinnis and J. Patrick Mulcahy. Mr. McGinnis and Mr. Mulcahy have decided to not stand for~~re-election~~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 ~~of Directors when their term expires at this year’s Annual Meeting. We thank Mr. McGinnis and Mr. Mulcahy~~effective April 1, 2021, was first suggested for ~~their many years of service and substantial contributions~~consideration as a candidate to the ~~Board, the Company~~Nominating and ~~our shareholders.~~

~~In fiscal 2019, the Human Capital~~Corporate Governance Committee ~~continued to identify director candidates through the use of an external search firm. Ms. Frankiewicz and Mr. Abrams-Rivera were identified~~ by ~~an external~~Russell Reynolds Associates, a third-party search firm that was paid a fee for ~~inclusion as director candidates, following the Human Capital Committee’s evaluation~~its services, which consisted of researching and ~~nomination. The Nominating and Governance Committee also considers candidates proposed by directors, management, and our shareholders.~~

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 ~~2021~~2023 Annual Shareholders’ ~~Meeting~~Meeting.”.

~~At the 2017 Annual Shareholders’ Meeting, the shareholders voted to amend and restate the Amended and Restated Articles of Incorporation of the Company that resulted in aphased-in~~ ~~elimination of the classified board. Beginning with the 2020 Annual Shareholders’ Meeting, our shareholders will be electing all Board members on an annual basis.~~

~~DIRECTOR QUALIFICATIONS~~

The Nominating and Governance Committee works with our Board to determine the characteristics, skills, and experience for the Board with the objective of having a board with diverse backgrounds, skills, and experience.

For all directors, we require independence, 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 on the basis of race, color, national origin, gender, religion, disability and sexual orientation.

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.~~

Mr. Klein, who is currently 74, has been a director on our Board since 2015. During Mr. Klein’s service, he has continued to enhance the Board’s oversight of management, given his extensive experience of the industry and the Company, and has provided an invaluable perspective for both the Board and management. Although Mr. Klein has reached the retirement age of 72 set forth within our Corporate Governance Principles, the Board has requested that Mr. Klein stand for nomination for~~re-election~~ ~~to our Board at our 2020 Annual Shareholders’ Meeting.~~

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.

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.

~~Based on~~

The Board determined that all of our nominees other than Mr. LaVigne are independent within the ~~review~~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.

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 byof the Nominating and Governance Committee, the Board ~~analyzed the independence of each nominee~~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 ~~determined~~expertise or for other business reasons that ~~all nominees with the exception of Mr. Hoskins, our Chief Executive Officer, meet the standards of independence under our Corporate Governance Principles.~~

~~OUR DIRECTOR NOMINEES~~

~~Of our eleven (11) director nominees:~~



10		are ~~independent~~

5		~~are current and formerChief Executive Officers~~

5		~~haveinternational experience~~

6		~~haveserved on another public company board~~ ~~in the last five years~~

8		~~haveconsumer packaged goods experience~~

3		~~arewomen~~

3		~~areethnically diverse~~

~~Our eleven (11) director nominees:~~

~~represent diverse backgrounds and viewpoints;~~

~~have served as senior leaders~~ in the ~~areas~~best interests of ~~operations, finance, corporate development, legal, technology and human capital;~~

the Company.

~~have proven leadership skills; and~~

~~strengthen our Board’s oversight capabilities by providing historical and new perspectives about our Company.~~


		12 Energizer Holdings, Inc. ~~2019~~2021 Proxy Statement 11

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

Set forth in this section are each nominee’s name, age, ~~as of our Annual Shareholders’ Meeting,~~ 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.

INFORMATION ABOUT NOMINEES

Carlos Abrams-Rivera

U.S. Zone President, Kraft Heinz

	Age: 54	Director since 2020
~~Age:~~52	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 of Campbell Soup Company ~~a multi-national food company,~~ since ~~November~~ 2019 and as President, of Campbell Snacks ~~a $4 billion business since 2018.~~from 2018 to 2020. Prior to that, Mr. Abrams-Rivera ~~joined Campbell Soup Company in~~was President, Pepperidge Farm from 2015 ~~as President of Pepperidge Farm~~to 2018, where he led the turnaround of the business and led the strategic work that led to ~~develop~~ the ~~Company’s~~company’s snack strategy and ~~the~~ acquisition of Snyder’s ~~Lance, Inc.~~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 ~~needed for~~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

12 ~~Energizer Holdings, Inc.~~ ~~2019 Proxy Statement~~


~~Age:~~71 Independent Director Energizer Committees: Audit Committee Human Capital Committee	~~Director Since 2015~~	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 ~~Experience~~

			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.

Cynthia J. Brinkley

Retired Chief Administrative and Markets Officer, Centene Corporation

	Age: 62		Director Since 2015
~~Age:~~60	Independent Director Energizer Committees: Human Capital Committee (Chair) Nominating and Governance Committee Other Public Company Board: • Ameren Corporation	~~Director Since 2015~~ ��	Ms. Brinkley was Chief Administrative and Markets Officer for Centene Corporation, a government services managed care company from ~~June~~ 2018 until ~~February~~ 2019. Ms. Brinkley served as President and Chief Operating Officer of Centene from ~~November~~ 2017 until ~~June~~ 2018, Executive Vice President, Global Corporate Development of Centene from ~~January~~ 2016 until ~~November~~ 2017 and as Executive Vice President, International Operations and Business Integration of Centene from ~~November~~ 2014 until ~~January~~ 2016. ~~At Centene, Ms. Brinkley had responsibility for overseeing global corporate development, integration and international operations.~~ Prior to joining Centene in 2014, Ms. Brinkley was Vice President of Global Human Resources for General Motors from 2011 to 2013. Prior to GM, she was 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 as President of SBC / AT&T Missouri, when SBC Communications acquired AT&T.

			Skills and Experience:
			• Executive Management
			• Financial Literacy
			• Public Company Experience
			• Business Operations
			• International
			• M&A/Capital Markets
			• Public Relations
			• Human Capital Management
			• 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 ~~200~~50 companies to our Board of Directors and provides the Board with a unique perspective on high-profile issues facing our core businesses.

Rebecca Frankiewicz

President, ManpowerGroup North America

Age: 50

Director since 2020

~~Energizer Holdings, Inc.~~ ~~2019 Proxy Statement 13~~


~~Age:~~48 Independent Director Energizer Committees: Audit Committee Human Capital Committee	~~In 2017,~~	Ms. Frankiewicz ~~joined ManpowerGroup, a world leader in innovative workforce solutions,~~has served as the President of ManpowerGroup North America, a $3$4 billion segment comprised of ~~4,000~~5,000 employees and 11,000 ~~clients.~~clients of ManpowerGroup Inc., a world leader in innovation workforce solutions. Before joining ManpowerGroup, Ms. Frankiewicz held a variety of different roles, including leading Quaker Foods North America for PepsiCo. She held roles in innovation, strategy, marketing/sales and finance functions at PepsiCo from 2006 to 2017. Prior to PepsiCo, Ms. Frankiewicz served as a consultant at Deloitte Consulting and Andersen Consulting and began her career at Procter & Gamble Company.

	Skills and Experience:
	• Business Operations
	• Consumer Packaged Goods
			• Financial Literacy
			• Marketing/Sales
			• Innovation
			• Strategy
			• Human Capital Management

			Ms. Frankiewicz’ extensive senior leadership experience advising international consumer goods companies on complex management and strategy matters provides unique perspective and expertise to the ~~board’s~~Board’s strategic planning process. Additionally, Ms. Frankiewicz’ leadership role at one of the leading global workforce solutions ~~companies~~company provides the Board with insight on human capital management ~~challenges,~~issues, including recruitment, retention and inclusion and diversity.

Kevin J. Hunt

Retired Chief Executive Officer and President, Ralcorp Holdings, Inc.

	Age: 70			Director Since 2015
14	Independent Director Energizer ~~Holdings, Inc.~~ ~~2019 Proxy Statement~~


~~Age:~~68 ~~Energizer Committees~~: Committees: Finance and Oversight Committee (Chair) Human Capital Committee Other Public Company Board: • Clearwater Paper Company .	~~Director Since 2015~~	Mr. Hunt served as President and Chief Executive Officer of Ralcorp Holdings, Inc., a private-brand food and food service products company, from ~~January~~ 2012 to ~~January~~ 2013 upon its acquisition by ConAgra Foods, Inc. Mr. Hunt previously served asCo-Chief Executive Officer and President of Ralcorp Holdings from 2003 to 2011 and Corporate Vice President from 1995 to 2003. Prior to joining Ralcorp Holdings, he was Director of Strategic Planning for Ralston Purina and before that he was employed in various roles in international and domestic markets and general management by American Home Products Corporation.

	He currently serves as a Senior Advisor to C.H. Guenther & Son Inc. and previously served as a consultant to Treehouse Foods and on the advisory Board of theVi-Jon Company, owned by Berkshire Partners. ~~Mr. Hunt also serves on the Board of Directors of the American Youth Foundation.~~

	Skills and Experience:
	• Executive Management
			• Financial Literacy
			• Business Operations
			• Consumer Packaged Goods
			• International
			• M&A/Capital Markets
			• Marketing/Sales
			• Human Capital Management
			• Public Company Experience

			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 thereof on which he serves.

James C. Johnson

Retired General Counsel, Loop Capital Markets LLC

	Age: 69		Director Since 2015
~~Age:~~67	Independent Director Energizer ~~Committee~~: Committee: Nominating and Governance Committee (Chair) Other Public Company Boards: • Ameren Corporation • Hanesbrands Inc. • ~~Former parent company,~~ Edgewell Personal Care Company	~~Director Since 2015~~	Mr. Johnson served as General Counsel of Loop Capital Markets LLC, a financial services firm, from ~~November~~ 2010 until his retirement in ~~January~~ 2014. From 1998 to 2009, Mr. Johnson served in a number of positions at The Boeing Company, an aerospace and defense firm, including Vice President, Corporate Secretary and Assistant General Counsel from 2003 until 2007, and Vice President and Assistant General Counsel, Commercial Airplanes from 2007 ~~to his retirement in March~~until 2009. In ~~February~~ 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.

			Skills and Experience:
			• Public Company Experience
			• Financial Literacy
			• M&A/Capital Markets
			• Corporate Governance
			• Human Capital Management
			• Legal/Regulatory
			• 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 legal, compliance, risk management, corporate governance and compensation skills.

Mark S. LaVigne

President and Chief Executive Officer

	Age: 50		Director Since 2021
~~Age:~~74 ~~Independent Director~~	Energizer ~~Committees~~: ~~Audit Committee~~ Committee: Finance and Oversight Committee ~~Past Public Company Boards:~~ • ~~Embrex, Inc.~~ • ~~Former parent company, Edgewell Personal Care Company~~	~~Director Since 2015~~	Mr. ~~Klein~~LaVigne has served as Energizer’s Chief Executive Officer since January 2021, and as its President ~~of Randolph College~~since 2019. Mr. LaVigne served as Energizer’s Chief Operating Officer from ~~2007 to 2013. Previously, Mr. Klein~~2015 through December 2020. He previously served as Executive Vice ~~Chancellor for Administration, Washington University~~President from 2015 to 2019. Mr. LaVigne was with our former parent company since 2010. Mr. LaVigne led our Spin-off from our former parent company in ~~St. Louis from 2004~~2015, in addition to ~~2007. From 1985 to 2003, Mr. Klein served~~serving as Vice President, General Counsel and ~~Chief Executive Officer, Bunge North America, Inc.~~Secretary. Prior to joining the Company, Mr. LaVigne was a partner at Bryan Cave LLP from 2007 to 2010, where he advised our former parent company on several strategic acquisitions.
~~Age:~~74 ~~Independent Director~~
			Skills and Experience:
			• Strategy
			• Consumer Packaged Goods
			• Public Company Experience
			• Business Operations
			• 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 ~~appointment~~instrumental role in leading the Spin-off and his leadership role as Chief Executive Officer ~~he served in various senior executive positions for Bunge North America,~~enable him to provide valuable contributions with respect to strategy, growth and ~~earlier in his career, in a variety of positions internationally for Bunge, Ltd.~~ ~~Mr. Klein earned a law degree and practiced law in New York City for several years before joining Bunge Ltd. He is also a Trustee of the American University of Paris.~~ ~~Skills and Experience:~~ • ~~Financial Literacy~~ • ~~Business Operations~~ • ~~Corporate Governance~~ • ~~Legal/Regulatory~~ • ~~Human Capital Management~~ • ~~Risk Management/Compliance~~ Mr. Klein has significant executive management and administrative experience in agribusiness and higher education and brings the benefits of his diverse legal, international, operational and administrative background and experience to our Board. long-range plans.

Patrick J. Moore

Independent Chairman, Energizer Holdings, Inc.

	Age: 67		Director Since 2015
~~Age:~~65	Independent Director Other Public Company Board: • Archer Daniels Midland Company Past Public Company Boards: • Exelis, Inc. • Rentech, Inc.	~~Director Since 2015~~	Mr. Moore has served as the Company’s Chairman since ~~November~~ 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 acquisition by RockTenn Company.

			During his24-year tenure at Smurfit, Mr. Moore also served as Chief Financial Officer, Vice President—Treasurer and General Manager of the Company’s Industrial Packaging division. ~~Smurfit-Stone Container Corp voluntarily filed for Chapter 11 bankruptcy in January 2009 and emerged in June 2010.~~ 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 Board of American Air Liquide Holdings, Inc.

			Skills and Experience:
			• Financial ~~Expertise~~ Literacy
			• Business Operations
			• M&A/Capital Markets
			• 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.

Donal L. Mulligan

Retired Chief Financial Officer, General Mills, Inc.

	Age: 60	Director Since 2021
~~Age:~~48	Independent Director Energizer ~~Committees~~: 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, and international administration in positions with Pillsbury, PepsiCo and YUM! Brands.

		Skills and Experience:
		• Financial Literacy
		• Public Company Experience
		• 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 packaged goods industry to the Board, as well as demonstrated strength in business analytics and global expansion.

Nneka L. Rimmer

Retired President – Global Flavors and Extracts, McCormick & Company, Inc.

Age: 50		Director Since 2018
Independent Director Energizer Committees: Audit Committee Human Capital Committee	~~Director Since 2018~~	Ms. Rimmer ~~is Senior Vice~~was President ~~Business Transformation~~- Global Flavors and Extracts at McCormick & Company, Inc., a global leader in flavor, seasonings and spices, where she iswas responsible for ~~shaping overall corporate strategies~~accelerating growth for the company’s global business in compound and ~~leading the delivery of strategic business enablers~~encapsulated flavors, extracts, reaction flavor materials, and ~~value-producing business services across the company.~~fragrances from August 2020 until her retirement in April 2021. Ms. Rimmer ~~provides strategic direction~~previously served as SVP, Business Transformation for ~~mergers~~McCormick and ~~acquisitions~~held other roles of increasing responsibility within the company, including SVP, Strategy and ~~is responsible for shaping the corporate-wide portfolio strategy. In addition, she oversees McCormick’s~~ Global Enablement ~~Information Technology, Corporate Development~~ and SVP, Corporate Strategy ~~Teams.~~ and Development.

		Prior to joining McCormick in 2015, Ms. Rimmer was a Partner and Managing Director with the Boston Consulting Group. 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 Trustee of the University of Baltimore Foundation.

		Skills and Experience:
		• M&A/Capital Markets
		• Financial Literacy
		• Information Technology
		• Human Capital Management
		• Consumer Packaged Goods
		• 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 allow her to contribute valuable insights regarding the Company’s industry, operations, and strategy.

Robert V. Vitale

Chief Executive Officer, Post Holdings, Inc.

Age: 55		Director Since 2017

~~Age:~~53 Independent Director Energizer ~~Committees~~: Committees: Audit Committee (Chair) Finance and Oversight Committee Other Public Company Boards: • Post Holdings, Inc. • BellRing Brands, Inc.	~~Director Since 2017~~	Mr. Vitale has served as President and Chief Executive Officer of Post Holdings, Inc. since 2014. Post is a consumer packaged goods holding company operating in the ~~center-of-the store,~~center-of-the-store, food service, food ingredient, refrigerated convenient nutrition and private brand food categories. Rob joined Post in 2011 as its Chief Financial Officer. Mr. Vitale also serves on the Board of Directors of BellRing Brands, Inc. a company of which Post Holdings, Inc. holds a majority stake.
		Prior to joining Post, Rob led AHM Financial Group, LLC (2006-2011), an insurance brokerage and wealth management firm, and was a partner in Westgate Equity Partners, LLC, a consumer products private equity firm (1996-2006). He managed Corporate Finance at Boatmen’s Bancshares (1994-1996) and started his career at KPMG in 1987.
		Skills and Experience:
		• Executive Management
	• Public Company Experience
		• M&A/Capital Markets
		• Financial Literacy ~~/ Expertise~~
		• Consumer Packaged Goods
		• International
		• Corporate Governance

~~Energizer Holdings, Inc.~~ ~~2019 Proxy Statement 17~~

Mr. Vitale’s strong leadership, deep M&A expertise and accounting and financial background, along with his knowledge of consumer products businesses, brings critical expertise to our Board of Directors.

DIRECTOR ATTENDANCE

Our Board holds regularly scheduled quarterly meetings. ~~Additionally, there is generally~~The Board also holds an annual ~~strategy~~strategic planning meeting at which ~~includes presentations~~it considers and ~~discussions~~discusses with senior management ~~about~~ the Company’s long-term strategy. During fiscal ~~2019,~~2021, all directors attended 75% or more of the Board meetings and meetings of the Committees 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 ~~2019~~2021 Annual Shareholders’ ~~Meeting.~~

Meeting, which was held in a virtual format.

DIRECTOR COMPENSATION

We provided several elements of compensation to ournon-employee directors for service on our Board during fiscal ~~2019.~~2021. The Human Capital Committee, which makes recommendations to the full Board regarding director compensation, strives to set director compensation ataround the 50^th percentile of the peer group. ~~This~~The peer ~~group,~~groups for fiscal 2022 and 2021, which can be found under “Executive Compensation Peer Group,” ~~has been~~were 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.

~~Retainers and Meeting Fees~~RETAINERS

During fiscal ~~2019, all~~2021, each of the directors, other than ~~Mr.~~Messrs. LaVigne and Hoskins, received ~~the following compensation package~~a $100,000 annual retainer for serving on the Board and its Committees. Mr. ~~Hoskins,~~LaVigne, our Chief Executive Officer, ~~receives~~and Mr. Hoskins, our former Chief Executive Officer, received no additional compensation for ~~his~~ service on the Board and the Finance and Oversight Committee.

Non-Employee Director Compensation
Annual retainer
$ 100,000
Fee for each Board meeting in excess of six (6) meetings
$ 1,500
Fee for each Committee meeting in excess of six (6) meetings
$ 1,500

The 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. ~~In November 2019, the~~ Board ~~approved the elimination~~members serving a portion of ~~a per meeting fee of $1,500 for meetings in excess of six (6) during~~ the fiscal ~~year.~~

year will receive a pro rata portion of the annual retainer. The directors do not currently receive meeting fees.

~~Deferred Compensation Plan~~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; or (b) the prime rate option under which deferrals are credited with interest at the prime rate quoted by The Wall Street Journal. Deferrals in the deferred compensation plan are currently paid out in a lump sum in cash or Energizer stock within 60 days following the director’s termination of service on the Board.

~~Restricted Stock Equivalents~~RESTRICTED STOCK EQUIVALENTS/UNITS

~~Initial Grant~~.~~New,non-management~~ directors who were appointed or elected to the Board received a grant of restricted stock equivalents with a grant-date value of $200,000, which vest three years from the date of grant or upon certain other vesting events. Directors had the option to defer delivery of shares upon vesting of this award until retirement from the Board. In November 2019, the Board approved elimination of this~~one-time~~ ~~grant to newly appointed directors.~~

~~Annual Grant~~.

On the first business day of January each year, eachnon-employee director is credited with a restricted stock ~~equivalent~~unit award with a grant-date value of ~~$110,000 under~~$145,000 pursuant to our ~~2015 Plan.~~equity 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. ~~In November 2019,~~Board members serving a portion of the ~~Board approved increasing~~fiscal year will receive a pro rata portion of the annual restricted stock ~~equivalent award with a grant-date value~~unit award. Upon retirement, directors receive 100% of ~~$145,000.~~

18 ~~Energizer Holdings, Inc.~~ ~~2019 Proxy Statement~~

all granted, but unvested, annual restricted stock unit awards.

~~Director Share Ownership Requirements.~~DIRECTOR SHARE OWNERSHIP REQUIREMENTS

~~In order to~~

To help align the financial interests of ournon-employee directors with those of our shareholders, our Corporate Governance Principles provide that ournon-employee directors must maintain ownership of our common stock with a value of at least five times the directors’ annual retainer. For purposes 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, ~~as well as vested options,~~ 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 ~~fifty percent (50%)~~50% of ~~vesting~~ 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, ~~2019, each~~2021, 10 of our 11 non-employee directors ~~was in compliance~~complied with the requirements.

DIRECTOR COMPENSATION TABLE

  Name Fees Earned or
Paid in Cash
(1) Stock Awards
(2)(3) Option Awards
(4) Non-Equity
Incentive
Plan
Compensation Change in Pension
Value and Non-
Qualified Deferred
Compensation
Earnings All Other
Compensation
(5)(6) Total
B.G. Armstrong
$ 103,000 $ 110,011 $ 0 $ 0 $ 0 $ 0 $ 213,011
C.J. Brinkley
$ 104,833 $ 110,011 $ 0 $ 0 $ 0 $ 0 $ 214,844
K.J. Hunt
$ 101,500 $ 110,011 $ 0 $ 0 $ 0 $ 0 $ 211,511
J.C. Johnson
$ 121,500 $ 110,011 $ 0 $ 0 $ 0 $ 0 $ 231,511
J.E. Klein
$ 103,000 $ 110,011 $ 0 $ 0 $ 0 $ 0 $ 213,011
W.P. McGinnis
$ 121,500 $ 110,011 $ 0 $ 0 $ 0 $ 0 $ 231,511
P.J. Moore
$ 191,500 $ 110,011 $ 0 $ 0 $ 0 $ 0 $ 301,511
J.P. Mulcahy
$ 114,000 $ 110,011 $ 0 $ 0 $ 0 $ 0 $ 224,011
N.L. Rimmer
$ 103,000 $ 110,011 $ 0 $ 0 $ 0 $ 0 $ 213,011
R.V. Vitale
$ 120,500 $ 110,011 $ 0 $ 0 $ 0 $ 0 $ 230,511

Mr. Mulligan, who joined the Board in April 2021, has until April 2026 to meet the ownership requirement.

The following table sets forth the compensation paid to non-management directors for fiscal year 2021.

DIRECTOR COMPENSATION TABLE
Name	Fees Earned or Paid in Cash (3)	Stock Awards (4)(5)	Option Awards (6)	Non-Equity Incentive Plan Compensation	Change in Pension Value and Non- Qualified Deferred Compensation Earnings	All Other Compensation (7)(8)	Total
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 ~~2019.~~ 2021.

~~(2)~~(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 ~~2, 2019~~4, 2021, under our ~~2015~~Omnibus Incentive Plan valued at approximately ~~$110,000~~$145,000 as described in the narrative above. The award was valued based on the grant date fair value of ~~$44.72.~~

$42.24. Mr. Mulligan’s award was granted on April 1, 2021 and valued based on the grant date fair value of $48.37.

~~(3)~~(5)

The number of vested but deferred stock equivalents held by aeach director as of September 30, ~~2019~~2021, is as follows: Mr. Abrams-Rivera, 2,772; Ms. Brinkley, 5,589; Ms. Frankiewicz, 2,772; Mr. Johnson, ~~16,341; Mr. Klein, 22,941;~~21,788; Mr. Moore, ~~13,449; Mr. Mulcahy, 20,508~~18,896; and Mr. Vitale, ~~3,259.~~

12,898.

~~(4)~~(6)

No options were granted to directors in fiscal year ~~2019. There~~2021, and there were ~~no outstanding shares of underlying~~not any stock options held by any non-employee director as of September 30, ~~2019.~~

2021.

~~(5)~~(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.

~~(6)~~(8)

The following items are not considered perquisites and are not included within the above disclosure of director compensation:

(i)

~~(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)

~~(ii)~~

We provide transportation and lodging forout-of-town directors attending Board and Committee meetings at our headquarters.

(iii)

~~(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.

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 ourSpin-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 ~~2020~~2022 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 ~~2020~~2022 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.

20 ~~Energizer Holdings, Inc.~~ ~~2019 Proxy Statement~~

PwC’s aggregate fees for professional services rendered for the indicated fiscal ~~2018 and 2019, as applicable,~~years were:

  Fees Paid to PwC
  (in thousands)
FY18 FY19
Audit Fees
$ 3,605 $ 6,696
Audit-Related Fees
$ 28 $ 13
Tax Fees:

Tax Compliance / Preparation
$ 2 $ 3
Other Tax Services
$ 184 $ 226
Total Tax Fees
$ 186 $ 229
All Other Fees
$ 0 $ 0
TOTAL FEES
$ 3,819 $ 6,938

Fees Paid to PwC
(in thousands)

FY21

FY20

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~~SERVICES PROVIDED BY PWC

The table above discloses fees paid to PwC during the last fiscal year for the following professional services:

Audit 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 Form10-Q filings, and services that are normally provided in connection with statutory and regulatory filings or ~~engagements. Our audit Fees for fiscal 2019 increased significantly in connection with the audit services performed in connection with the Acquisitions.~~

engagements, as well as fees and expenses related to offerings and debt agreements.

Audit-Related 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: 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 COMMITTEEPRE-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 bepre-approved by the Audit Committee. The Chair of the Audit Committee has the authority topre-approve permitted services that require action between regular Audit Committee meetings; provided, 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 andnon-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 specificpre-approval by the Audit Committee. As applicable, the Audit Committeepre-approved all fees and services paid by Energizer for fiscal ~~2019~~2021 and fiscal ~~2020, to date.~~

2020.

AUDIT COMMITTEE REPORT


The Audit Committee of the Company’s Board of Directors consists entirely of five, non-employee directors that are independent, as defined ~~in Section 303A.02 of~~under the NYSE ~~Listed Company Manual.~~ 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, ~~2019,~~2021, 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 and the SEC.~~ 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, ~~discuss~~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 ~~Rule 3526 (Communication with Audit Committees Concerning Independence),~~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 thenon-audit services provided by PwC were compatible with its independence. In fiscal ~~2019,~~2021, the Audit Committee met ~~seven~~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, ~~2019~~2021, be included in the Company’s Annual Report on Form10-K for that year and has selected PwC as the Company’s independent registered public accountants for fiscal year ~~2020.~~ 2022.

	Submitted by the Audit Committee members of the Board:

	Robert V. Vitale ~~— Chair~~ —Chair Bill G. Armstrong ~~John E. Klein~~ Rebecca Frankiewicz	Donal L. Mulligan Nneka L. Rimmer

~~We are providing an advisory vote and seeking~~

As approved by our shareholders in 2016, each year we seek the approval of our shareholders in a non-binding, advisory vote, of our executive ~~compensation for fiscal 2019. At~~compensation. As discussed in Proposal 4, we are also holding a non-binding, advisory Say on Frequency vote of our ~~2016 Annual Shareholders’ Meeting, a majority~~shareholders to determine the frequency of future Say on Pay votes. Although both the Say on Pay and Say on Frequency votes are non-binding, our Human Capital Committee values the opinions of our shareholders ~~voted to have a~~and considers the results of the most recent Say on Pay vote ~~each year. As a result, we will conduct an advisory vote on~~in determining our executive compensation ~~annually at least until the next shareholder advisory vote on the frequency of such votes.~~

~~Although the Say on Pay vote is advisory~~policies and ~~is not binding on our Board, our Human Capital Committee takes into consideration the outcome of the vote when~~ making ~~future~~ executive compensation decisions.

At the ~~2019~~2021 Annual Shareholders’ Meeting, ~~more than 97%~~approximately 98.5% of the votes were cast ~~favored~~in favor of our Say on Pay proposal. The Human Capital Committee considered this result, ~~and~~as well as input from ~~various stakeholders,~~our ongoing shareholder engagement, and in light of the strong support, ~~maintained a consistent overall approach for~~decided not to make any significant changes in our executive compensation program in fiscal ~~2019.~~

2021. See “Shareholder Engagement” section above.

Our Board believes that the compensation of our executive officers is aligned with the Company’s performance ~~and appropriately motivates and retains our executives~~ 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.

	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.

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.

Compensation Discussion ~~& Analysis~~

and analysis

The following Compensation Discussion & Analysis describes the fiscal ~~2019~~2021 compensation program for our named executive officers (“NEOs”). For fiscal ~~2019,~~2021, our NEOs were:

Mark S. LaVigne

President and Chief Executive Officer

Age: 58

Years at Energizer: 36

~~President and Chief Operating Officer~~

~~Age~~~~: 48~~

~~Years at Energizer~~~~: 9~~

Timothy W. Gorman

Executive Vice President and Chief Financial Officer

(1)

Age: 59

Years at Energizer: 5

~~Executive~~7

John J. Drabik

Senior Vice President, ~~and Chief Supply Chain Officer~~

Corporate Controller (2)

Age: 58

Years at Energizer: 6

~~Former Vice President and General Counsel~~⁽¹⁾

Susan K. Drath

Chief Human Capital Officer

Age: 57

51Years at Energizer: 6

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 Executive Vice President and CFO as of the end of fiscal 2021. See “Retirement Transition Agreements,” below.

(2)

Mr. Drabik became Executive Vice President and CFO, effective October 1, 2021.

Table of Contents

~~Business, Strategic and Financial Performance~~	25
~~2019 Executive Compensation Highlights~~	26
~~Responsiveness to 2019 Say on Pay Vote~~	26
Pay for Performance and Compensation Philosophy	27
~~a. Compensation Philosophy~~	28
~~b. Fiscal 2019 Pay Components~~	29
~~c. Share Ownership Requirements~~	30
~~d. Hedging and Pledging Prohibition~~	30
How We Determine Compensation	30	31
~~a. Pay Evaluation and Decision Process~~	30
~~b. Role of Independent Compensation Consultant~~	31
~~c. Executive Compensation Peer Group~~	31
~~d. Total Compensation~~	32
~~e. CEO Assessment, Compensation Process for Executive Officers and Annual Timeline~~	32
Elements of Compensation	33
~~a. Base Salary~~	33
~~b. Annual Incentive Program~~	34
~~c. Long-Term Incentive Program~~	35
~~d. Long-Term Shareholder Value~~	36
~~e. Executive Savings Investment Plan~~	36
~~f. Deferred Compensation Plan~~	37
~~g. Pension Benefits~~	37
~~h. Perquisites~~	37
~~i. Severance and Other Benefits Following Change of Control~~	38
~~Pay Practices and Policies~~	38
~~a. Tax Deductibility of Compensation~~	38
~~b. Clawback Policy~~	38
~~Human Capital Committee Report~~	39
~~Executive Compensation Tables~~	39

RESPONSIVENESS TO 2021 SAY ON PAY VOTE

As previously discussed, we conduct shareholder engagement throughout the year and annually provide shareholders with an opportunity to ~~use free cash flow~~cast a nonbinding, advisory Say on Pay vote. The overwhelming approval of our Say on Pay vote by our shareholders at our 2021 Annual Shareholders’ Meeting influenced our decision to ~~return cash~~maintain a consistent approach to our ~~shareholders~~


4	~~$300M~~	~~$206M~~

~~YEARS OF CONTINUED~~ ~~ORGANIC REVENUE GROWTH~~⁽¹⁾	~~RETURNED TO SHAREHOLDERS~~ ~~THROUGH DIVIDEND PAYMENTS~~ ~~SINCESPIN-OFF~~	~~RETURNED TO SHAREHOLDERS~~ ~~THROUGH SHARE REPURCHASES~~ ~~SINCE THE YEAR~~ ~~OF THESPIN-OFF~~

~~Lead with Innovation~~

~~Operate~~

~~with~~

~~Excellence~~

~~Drive Productivity Gains~~

~~We aim to lead with innovation~~

~~supported by smart brand-building~~

~~investments to drive long-term~~

~~growth and consumer connections~~

~~to our products~~

~~We aim to operate with excellence by~~

~~focusing~~executive compensation program for fiscal 2021. The Human Capital Committee will continue to consider shareholder feedback and the outcome of Say on ~~and investing in core category fundamentals such as visibility, distribution and revenue management to drive growth in our brands and create value in our categories~~

We aim to drive incremental growth through our global distribution footprint and productivity gains to reduce costs and maximize efficiency to ensure we have adequate reinvestment in our business to deliver future growth

~~Fiscal 2019~~ Pay ~~for Performance Highlights~~

~~(1)~~

~~Non-GAAP~~ ~~reconciliation can be found in Appendix A.~~

~~Energizer Holdings, Inc.~~ ~~2019 Proxy Statement 25~~

vote results in making future compensation decisions.

~~2019 EXECUTIVE~~PAY FOR PERFORMANCE AND COMPENSATION ~~HIGHLIGHTS~~

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.


~~Double-Trigger~~		~~We plan to adopt double-trigger equity vesting upon a change of control for all future awards on the approval of our Omnibus Incentive Plan (See Proposal 4).~~
~~Revised Metrics, Post-~~ ~~Acquisitions~~		In connection with our acquisitions, targets for fiscal 2019 short-term incentive awards and for two existing grants of long-term incentive awards were revised to reflect our operating plan and growth expectations. These aggressive profitability targets were expected to be achieved while continuing to make strategic investments in brand development, innovation and research and development.
~~Equity Issuances~~		~~In January 2019, we issued:~~ • ~~5.3 million shares of common stock to Spectrum in connection with the acquisition of the global auto care business~~ • ~~4.7 million shares of common stock in a public offering~~ • 2.2 million shares of Series A Mandatory Convertible Preferred Stock that will convert automatically on the mandatory conversion date, which is expected to be January 15, 2022, into between 1.7892 and 2.1739 shares of common stock, per share of preferred stock, subject to certain anti-dilution and other adjustments The stock issuances had an impact on our Cumulative Adjusted Earnings per Share metric which is one of the metrics for our performance-based equity awards. Additional information on our equity issuances can be found in our filings with the SEC.

~~RESPONSIVENESS TO 2019 SAY ON PAY VOTE~~

We conduct shareholder engagement throughout the year and provide shareholders with an opportunity to cast an annual, advisory Say on Pay vote. Our historical Say on Pay results influenced our decision to maintain a consistent approach to our executive compensation program for fiscal 2019. Last year, our shareholders overwhelmingly approved our executive compensation. The Human Capital Committee will continue to consider shareholder feedback and the outcome of Say on Pay vote results in making future compensation decisions.

Shareholder feedback influenced the Human Capital Committee’s decision to adopt double-trigger equity vesting upon a change of control for all future awards on the approval of our Omnibus Incentive Plan.

26 ~~Energizer Holdings, Inc.~~ ~~2019 Proxy Statement~~

~~PAY FOR PERFORMANCE AND COMPENSATION PHILOSOPHY~~


WHAT WE DO		WHAT WE DON’T DO
	✔ ✓Pay for performance, with approximately ~~60%~~65% of our ~~executive officers’~~CEO’s total compensation performance-based and approximately 59% of our other NEOs’ total ✓compensation performance-based ✔ Establish threshold, target and maximum awards under our annual and long-term incentive programs ✔ ✓Use balanced performance metrics for annual and long-term incentive programs ✔ ✓Use rigorous goal setting aligned to our externally disclosed annual and multi-year targets ✔ ✓Have stock ownership requirementsfor our executive officers ✔ ✓Limit perquisitesto items that serve a reasonable business purpose ✔ ✓Closely monitor risksassociated with our compensation programs and individual compensation decisions ✔ ✓Have a clawback policy for all incentive compensation earned by our executive officers		✘ ×Pay taxgross-ups on any compensation ✘ ×Allow speculative trading, hedging or pledging transactions by our colleagues ✘ ×Enter into employment agreements with our executive officers ✘ ×Provide executive officer severance payments and benefits exceeding 2x salary and annual incentive award ✘ ×Guarantee salary increases

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.

~~Energizer Holdings, Inc.~~ ~~2019 Proxy Statement 27~~

The following chart, prepared by our independent compensation consultant, shows the degree of alignment between the total ~~realizable pay~~compensation of our ~~CEO~~CEOs and Energizer’s total shareholder return relative to our executive compensation peer group over the ~~three-year period.~~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 ~~CEO’s~~CEOs’ realizable pay was aligned with Energizer’s performance.

COMPENSATION PHILOSOPHY

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 ~~means for communicating~~way to communicate our goals and standards of conduct and performance, and ~~for motivating~~to motivate and ~~rewarding~~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’ve Done

SIMPLE

~~Simple~~

Compensation methods should be transparent, provide a clear link between performance metrics and Company strategy and minimize perquisites

•

Used straightforward annual and long-term incentive plan metrics that are directly tied to business performance

•

Froze pension accruals

•

Limited the use of all perquisites (to <.001% of total compensation for executive officers in fiscal ~~2019)~~

2021

ALIGNED

~~Aligned~~

The interests of our executive officers should be aligned with those of our shareholders

•

Provided approximately ~~58%~~62% of our executive officers’ total compensation as performance-based pay

•

Adopted a clawback policy, anti-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

•

Used a combination of pay elements that reward achievement of objectives across annual and long-term time periods

•

Balanced annual and long-term incentive plans to drive results in the short term without sacrificing long-term value creation

28 ~~Energizer Holdings, Inc.~~ ~~2019 Proxy Statement~~

~~Fiscal 2019 Pay Components~~FISCAL 2021 PAY COMPONENTS

Our fiscal ~~2019~~2021 pay components remained the same as fiscal ~~2018.~~

2020.

	Description
~~Description~~		Driving Shareholder Value		How it Pays
~~Base Salary~~	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 ~~through fiscal 2019~~
~~Annual Incentive Program~~	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 in ~~November 2019~~ following determination of performance
~~Long-Term Incentive Program~~	LONG-TERM INCENTIVE PROGRAM
	We use two programs to ensure a strong link between incentive compensation opportunities and longer-term objectives:
	Restricted stock 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		Vests upon the achievement of specific metrics over three-year performance period
	Time-based stock 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		Vests upon the three-year anniversary of grant date
~~Retirement and Other Benefit Plans~~	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		Provide retirement and other benefits to attract and retain top talent		In accordance with the terms of the plans

~~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 2019, 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~~

~~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~~


		Energizer Holdings, Inc. ~~2019~~2021 Proxy Statement 29

	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, 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
	•			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

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. ~~Beginning with awards granted in fiscal 2015, our~~Our Corporate Governance Principles require our NEOs to meet the ~~following~~ stock ownership ~~requirements:~~

requirements presented below.

				STOCK OWNERSHIP REQUIREMENTS
		~~Stock Ownership Requirements~~
Chief Executive Officer		5x	6x base salary
	All Other Executive Officers			3x base salary

Newly appointed executive officers are required to retain at least fifty percent (50%) of vesting restricted stock 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 which are owned directly or by family members residing with the executive officer or by family trusts, ~~as well as vested options,~~ vested and deferred restricted stock equivalents and unvested restricted stock equivalents (other than stock equivalents subject to achievement of performance targets). As of September 30, ~~2019,~~2021, each of our executive officers ~~was in compliance~~complied with the stock ownership requirements.

~~Hedging and Pledging Prohibition~~HEDGING AND PLEDGING PROHIBITION

Under our securities trading policy, directors, officers and all colleagues or their designees are prohibited from engaging in speculative trading, hedging or pledging transactions in Energizer securities, including prohibitions on:

investing or trading in market-traded options on Energizer ~~securities—i.e.~~securities (e.g., puts and ~~calls;~~

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 Energizer as part of the compensation of the colleagues or member of the Board of Directors; 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.

The policy prohibits the transfer of funds into or out of Energizer stock equivalent funds in Energizer’s benefit plans while in possession or aware of materialnon-public information, or engaging in any other transaction involving Energizer securities, including pledging, that suggests the misuse of information that is unavailable to the general public.

CLAWBACK POLICY

Under our annual incentive awards and long-term incentive awards, in the event of a restatement of financial results to correct a material error, the Human Capital Committee is authorized to reduce or recoup an executive officer’s award, as applicable, to the extent that the Human Capital Committee determines such executive officer’s misconduct was a significant contributing factor to the need for a restatement.

HOW WE DETERMINE COMPENSATION

~~Pay Evaluation and Decision Process~~PAY EVALUATION AND DECISION PROCESS

Each year, the Human Capital Committee ~~comprised entirely of independent directors,~~ reviews our executive officers’ performance using a balanced and disciplined approach to determine their base salaries and variable compensation awards. The approach for fiscal ~~2019~~2021 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.

The Human Capital Committee considers various factors that collectively indicate successful management of our business, including:

Company performance, including financial andnon-financial measures

The manner in which results are achieved, adherence to risk policies, and the quality of earnings

Year-over-year performance

Company performance relative to our executive compensation peer group

30 ~~Energizer Holdings, Inc.~~ ~~2019 Proxy Statement~~

~~Role of Independent Compensation Consultant~~ROLE OF INDEPENDENT COMPENSATION CONSULTANT

To help determine executive pay, the Human Capital Committee retains an independent compensation consultant, Mercer LLC (“Mercer”), 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) executive officer succession planning, and ~~(5)~~(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 ~~2019,~~2021, the aggregate fees paid to Mercer ~~LLC~~ for services related to executive compensation were approximately ~~$200,209.~~$260,785. In fiscal ~~2019,~~2021, Mercer ~~LLC~~ 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 ~~2019~~2021 were approximately ~~$1,366,902.~~$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 ~~LLC~~ 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 ~~LLC~~ that the reporting relationship and compensation of ~~the Mercer LLC~~its consultants who perform executive compensation consulting services for the Human Capital Committee isare separate from, and isare not determined by reference to, ~~Mercer LLC’s~~Mercer’s or Marsh & McLennan’s other lines of business or their other work for us. A representative of Mercer ~~LLC~~ 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, ~~matters,~~ the committee meets with Mercer ~~LLC~~ in executive session.

The Human Capital Committee also annually reviews the performance of ~~Mercer, LLC.~~

Mercer.

Executive Compensation Peer Group

The 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”

Similar revenue

Similar number of employees

Global company

For fiscal ~~2019,~~2021 compensation planning, based on these criteria and the advice of its independent compensation consultant, the Human Capital Committee determined that the ~~2018~~2020 peer group remained ~~appropriate with no revisions.~~

appropriate.

	HOUSEHOLD PRODUCTS			PERSONAL CARE		FOOD AND BEVERAGE
~~Household Products~~		~~Personal Care~~		~~Food and Beverage~~
The Clorox Company Spectrum Brands Holdings, Inc. Hasbro Inc. Central Garden & Pet Co. The ScottsMiracle-Gro Company ~~Tupperware Brands Corporation~~			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 2022 compensation planning, the Human Capital Committee, with the assistance of Mercer, 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 supplemented with the addition of Edgewell Personal Care Company due to its similar financial profile and colleague base. Therefore, below is the peer group that is being used for fiscal 2022 compensation planning:

	HOUSEHOLD PRODUCTS			PERSONAL CARE			FOOD AND BEVERAGE
		~~Energizer~~ The Clorox Company Spectrum Brands Holdings, Inc. ~~2019 Proxy Statement 31~~ Hasbro Inc. Central Garden & Pet Co. The Scotts Miracle-Gro Company			Church & Dwight Inc. Revlon, Inc. Helen of Troy Ltd. Edgewell Personal Care Co.			Lancaster Colony Corporation Hain Celestial Group, Inc. Monster Beverage Corporation Post Holdings, Inc.

~~Total Compensation~~SETTING TOTAL COMPENSATION

The Human Capital Committee targets total compensation near the 50^th percentile of our peer group’s total compensation. The following table shows how we compared to our peer group companies based on revenue for the most recently reported fiscal year and number of employees as of September ~~2019.~~

Company Revenue
(in millions)
Employees
75^th Percentile
4,363
9,450
50^th Percentile
3,156
5,600
25^th Percentile
2,186
3,950
Energizer
2,495
7,500

30, 2021.

Company Revenue
(in millions)

Employees

75^th Percentile

$5,721

7,811

50^th Percentile

$3,241

5,800

25^th Percentile

$2,089

3,814

Energizer

$3,022

6,000

CEO Assessment, 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~~

Analysis of the Chief Executive Officer’s performance ~~against~~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, 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.

~~Fall~~

• Annual CEO performance

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

• Approve compensation plan

~~Winter~~

• 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

~~Spring and Summer~~

• Quarterly review of CEO

performance assessment

• Quarterly update on Annual and Long-Term Incentive Program

metrics and performance

• Executive Compensation peer group analysis

32 ~~Energizer Holdings, Inc.~~ ~~2019 Proxy Statement~~

ELEMENTS OF COMPENSATION

	PRIMARY ELEMENTS OF OUR EXECUTIVE COMPENSATION PROGRAM
~~Primary Elements of our Executive Compensation Program~~	• Base Salary
	• Annual Incentive Program
	• Long-Term Incentive Program –
	— Performance Share Awards –
	— Time-Based Restricted Share 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.

Base Salary

The general guideline for determining salary levels for our executive officers, including the Chief Executive Officer, is to target the 50^th percentile of our executive compensation peer group, adjusted for other factors such as individual performance, responsibilities and ~~responsibilities.~~experience. While we are cognizant of the competitive range, our primary goal is to compensate our executive officers at a level that ~~best achieves~~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 ~~2019,~~2021, the Human Capital Committee felt that an increase to the 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 ~~2019.~~2020. To remain competitive with the market, the Human Capital Committee also considered the effect of ~~such~~the increased salaries for our executive officers in relation 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.

The table below sets forth the base salaries for our ~~NEOs.~~NEOs as well as the percentage changes as compared to the prior year. The base salary adjustments for fiscal ~~2019~~2021 were effective December 1, ~~2018.~~

Base Salary Levels for 2018 and 2019 and % Change

2018 2019 Increase (%)

A.R. Hoskins
$ 1,000,000 $ 1,030,000 3%

M.S. LaVigne
$ 573,682 $ 590,892 3%

T.W. Gorman
$ 520,000 $ 561,600 8%

G.T. Kinder
$ 452,067 $ 465,629 3%

E.K. Boss
$ 443,477 $ 456,781 3%

~~The Human Capital Committee~~2020.

	FY2021 Base Salary	Increase (%)
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 ~~Mr. Gorman’s salary~~ to ~~keep it competitive~~$550,000 in connection with ~~market median data.~~

his promotion to Executive Vice President and Chief Financial Officer.

ANNUAL INCENTIVE PROGRAM

The overall design of our fiscal ~~2019~~2021 annual incentive program was the same as the fiscal ~~2018~~2020 program. The annual incentive program is based on performance against certain metrics determined by the Human Capital Committee. Our fiscal ~~2019~~2021 annual incentive award was designed to measure performance against the four, equally weighted metrics set forth in the table ~~below:~~

Driving Shareholder Value Weighting
Threshold
(50% of
Bonus
Target)

Target
(100% of
Bonus
Target)

Stretch
(200% of
Bonus
Target)
Actual
Achievement

Adjusted Net
Sales

Net Sales measures revenue and encourages development of consumer-relevant innovation andin-store execution to drive product sales
25% $2,428 $2,556 $2,683 $2,512.1

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% 18.5% 17.5% 16.5% 17.4%

Adjusted
Operating Profit

Operating profit measures underlying business profit and encourages selling products, generating strong gross margins and maintaining tight cost controls
25% $385 $428 $471 $423.1

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% $200 $222 $245 $256.2

below (dollars in millions):

	Driving Shareholder Value	Weighting	Threshold (50% of Bonus Target)	Target (100% of Bonus Target)	Stretch (200% of Bonus Target)	Actual Achievement	Payout
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%

Adjustments to the actual achievement metrics vary from reported figures to address the impacts of currency and ~~accounting reclassifications from~~acquisitions.

Our performance target-setting philosophy is consistent with prior years, with targets tied to our annual business plan for the ~~adoption of ASU2017-12,~~~~Targeted Improvements to Accounting~~fiscal year and aligned with our long-term strategic plan. The performance goals for ~~Hedging Activities~~.

~~Our Human Capital Committee exercised negative discretion to reduce our actual performance of Adjusted Operating Profit to remove~~each metric are set at the ~~positive effect of certain accounting reclassifications. The impact~~beginning of the ~~exercise of negative discretion impacted the Operating Profit negatively by $8.4 million.~~

Our Human Capital Committee addressed the impacts of currency to the Net Sales and Operating Profit metrics. The adjustment increased the Operating Profit metric by $4.6 million and the Net Sales metric by $17.6 million.

fiscal year. Each metric for the annual incentive plan ~~was subject~~reflects adjustments to ~~adjustment for~~financial data derived from our financial statements prepared in accordance with generally accepted accounting principles (“GAAP”) and intended to exclude certain ~~limited matters, including~~items that the ~~effects~~Human Capital Committee believes are not reflective of ~~acquisitions, divestitures~~the Company’s ongoing operating performance. These items include acquisition and integration costs, unusual or ~~recapitalizations, extraordinary transactions such as mergers or spin-offs, unusual ornon-recurringnon-cash~~non-recurring non-cash accounting impacts, 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.

Bonuses increase proportionately in 1/10th of 1% increments ~~for~~corresponding to final results between the established goals indicated with a maximum bonus at ~~stretch.~~the Stretch goal. 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.

34 ~~Energizer Holdings, Inc.~~ ~~2019 Proxy Statement~~

~~The performance goals for each metric were set at the beginning of the fiscal year and subsequently revised after the Acquisitions.~~ Each executive officer was assigned individual bonus targets based on individual performance and market practice information provided by the independent compensation consultant. For fiscal ~~2019,~~2021, the following bonus targets, defined as a percentage of the individual’s base pay, were assigned as follows:

			Bonus Target
	A.R. Hoskins		115%
	M.S. LaVigne	~~Bonus Target~~	100%
	T.W. Gorman		75%
~~A.R. Hoskins~~	J.J. Drabik	~~115%~~	60%
	S.K. Drath		60%
~~M.S. LaVigne~~	H.H. Kim	~~80%~~

~~T.W. Gorman~~	60%	~~75%~~

~~G.T. Kinder~~		~~60%~~

~~E.K. Boss~~		~~60%~~

In connection with his promotion to Executive Vice President and Chief Financial Officer, effective October 1, 2021, Mr. Drabik’s bonus target was increased to 85% of his base salary.

Long-Term Incentive Program

Our ~~2015~~Omnibus Incentive Plan authorizes the Human Capital Committee to grant various types of equity awards. ~~The~~Consistent with prior years, the Human Capital Committee grants to key executives ~~primarily~~ restricted stock ~~equivalent~~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 “Potential Payments Upon Termination or Change of Control”. In November ~~2018,~~2020, the Human Capital Committee awarded three-year incentive awards with a performance-based component constituting approximately 70% of the restricted stock equivalents vesting at target achievement and a time-based component constituting approximately 30% of the award value at target of the award.

Timing and Procedures for Grants in Fiscal ~~2019~~

2021

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 ~~(October through December)~~(calendar quarter ending December 31), atwhen the ~~time when~~Human Capital Committee determines salary levels and bonus programs for the new fiscal ~~year are also determined.~~

year.

The size of equity awards granted in ~~November 2018~~fiscal 2021 for our executive officers was based on several factors, including officers’ individual performance, current dilution rates, marketrun-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 number of restricted stock equivalents awarded in ~~November 2018~~fiscal 2021 was based on the corresponding grant date value of the restricted stock equivalents. The restricted stock equivalent awards are ~~stock-settled~~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 equivalents granted to each executive officer is shown in the “Grants of Plan-Based Awards ~~Table~~Table.”.

~~Energizer Holdings, Inc.~~ ~~2019 Proxy Statement 35~~

Long-Term Performance Awards

In November ~~2018,~~2020, the Human Capital Committee granted long-term equity incentive awards to our executive officers. These awards potentially vest based on performance in ~~November~~fiscal 2021 through 2023 based on the achievement of the two performance metrics set forth in the table below.

Driving Shareholder Value    Weighting
Threshold
(50% of
Target)

Target
(100% of
Target)

Stretch
(200% of
Target)

Cumulative Adjusted Earnings per Share
Aligns executive officers with shareholders through a shared focus on the earnings that accrue to a shareholder in our stock
   50%    $9.35    $10.39    $11.43

Cumulative Adjusted Free Cash Flow
Measures free cash flow relative to net sales, encouraging a sustained focus on maximizing cash flow over the long term
   50%    10.3%    11.3%    12.3%

~~The~~

	Driving Shareholder Value	Weighting
Cumulative Adjusted Earnings per Share	Aligns executive officers with shareholders through a shared focus on the earnings that accrue to a shareholder in our stock	50%
Cumulative Adjusted Free Cash Flow	Measures free cash flow relative to net sales, encouraging a sustained focus on maximizing cash flow over the long term	50%

Similar to performance metrics under the Annual Incentive Program, the Human Capital Committee adopted performance metrics that usenon-GAAP financial measures, which exclude certain items that the Human Capital Committee believes are not reflective of the Company’s ongoing operating ~~performance, such as costs related to acquisition and integration costs, and gain on sale of real estate.~~performance. The Human Capital Committee believes these performance metrics more accurately reflect Energizer’s underlying financial and operating results.

~~Each metric~~See Appendix A for a description and reconciliation of the long-term incentive program is subject to adjustment for certain limited matters, including the effects of acquisitions, divestitures or recapitalizations, extraordinary transactions such as mergers or spin-offs, unusual or~~non-recurringnon-cash~~ ~~accounting impacts, and variations in the exchange rate between foreign currencies and budget exchange rates.~~

non-GAAP financial measures.

The number of units granted to each NEO is shown in the “Grants of Plan-Based Awards ~~Table~~Table.”. No vesting of performance based long-term incentive awards occurs for results below the Threshold goal, and the maximum bonus payout is capped at 200% for Company performance at, or above, Stretch performance.

Long-Term Shareholder Value

~~Over the past three years, we believe we have provided significant value to our shareholders. These~~

The results we achieved for our shareholders are consistent with the results obtained under our incentive plans. Similarly, the performance measures associated with ~~those~~the long-term performance incentive awards that were granted in ~~2016~~November 2018 were measured over a three-year vesting period and were tied to cumulative adjusted earnings per share and cumulative adjusted free cash flow as a percentage of adjusted net sales. ~~The Company had outstanding~~Based on the Company’s results over the three-year ~~vesting period. Based on these results,~~performance period ended September 30, 2021, the long-term performance incentive ~~grants~~awards granted in fiscal 2018 paid out at ~~200%~~29% of target ~~during fiscal 2019.~~

in November of 2021.

Weighting

Threshold
(50% of
Target)

Target
(100% of
Target)

Stretch
(200% of
Target)

Actual
Performance

Payout

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%

Executive Savings Investment Plan

~~On July 1, 2015, we adopted an~~

Certain executive officers, including our NEOs, participate in the Company’s executive savings investment plan, our excess 401(k) ~~plan, in which certain executive officers, including our NEOs, participate.~~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, ~~will be~~are credited to thenon-qualified defined contribution executive savings investment plan. The executive savings investment plan provides for immediate vesting of the Company match. Details of the executive savings investment plan, including the contributions, earnings, andyear-end balances, are set forth in the “Non-Qualified Deferred Compensation ~~Table~~Table.”.

In fiscal 2017, we adopted an amendment to the Executive Savings Investment Plan, aligning this plan with the terms of our 401(k) plan by revising the four-year vesting schedule to immediate vesting of the Company match. This amendment, effective January 1, 2018, aligns the plan with market practice, facilitates ease in integrating plans in the event of a merger or acquisition, and reduces compliance requirements.

36 ~~Energizer Holdings, Inc.~~ ~~2019 Proxy Statement~~

Deferred Compensation Plan

Our colleagues ~~do not~~no longer have the opportunity to defer portions of their salary and bonus compensation under the terms of our 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 atby our former parent company ~~prior to~~before theSpin-Off had their account balances under our former parent company’s deferred compensation plan transferred to our deferred compensation plan. ~~Only~~ Mr. Hoskins, ~~and~~ 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, andyear-end balances, are set forth in the “Non-Qualified Deferred Compensation ~~Table~~Table.”.

Pension Benefits

~~Energizer established a new retirement plan that acquired the assets and assumed the liabilities of our former parent’s plans in connection with theSpin-Off.~~ ~~Prior to January 1, 2014, our former parent company’s retirement plan covered essentially all U.S. colleagues of Energizer after they became eligible.~~

Pension benefits are provided under a tax 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 “Supplemental Executive Retirement Plan”) that provides a supplement to an executive’s pension benefit equal to the amount that the executive would have received but for the tax limitations. Mr. Hoskins, Mr. LaVigne, Mr. ~~Kinder~~Drabik and Ms. ~~Boss~~Drath have pension benefits. Details of pension benefits under the Supplemental Executive Retirement Plan are set forth in the “Pension Benefits Table,” ~~including the accompanying narrative. As~~. The plans were frozen as of December 31, 2013, ~~which is the end of the first quarter of our former parent company’s fiscal 2014, the plans were frozen~~ and future retirement service benefits are no longer accrued under this retirement program. The freeze includes both the qualified andnon-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, 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 the30-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 participants 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).

The defined benefit plan ~~has~~also used the following ~~other~~ benefit calculation formulas, all of which ~~have been~~were frozen as of the end of calendar year 2009:

Pension Equity Plan (“PEP”) benefit 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.~~

Hoskins, Mr. Drabik and Ms. Drath.

PensionPlus Match Account (“PPMA”). The PPMA generally provided a 325% match under our retirement plan to those participants who made anafter-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 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.~~

Hoskins, Mr. Drabik and Ms. Drath.

Perquisites

We offer a limited number of perquisites for our executive officers. The ~~primary~~only perquisite ~~or executive benefit consists of~~is the 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. 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.

~~Energizer Holdings, Inc.~~ ~~2019 Proxy Statement 37~~

Severance and Other Benefits Following a Change of Control

We have not entered into employment agreements 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 “PotentialPayments upon Termination or Change of Control” to align with the market practice of usingpre-defined termination programs for NEOs.

The change of control agreements are designed to provide executives with increased security in the event of a change of control. The Human Capital Committee annually reviews the cost and ~~the~~ 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 opportunity to focus on the interests of shareholders and not the executive’s own personal financial interests, outweighs the potential cost, given that:

~~such~~the protections are common among companies of our size, and allow us to offer a competitive compensation package;

~~such~~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 includenon-compete andnon-solicitation covenants binding on the executives, which can provide significant considerations to completion of a potential transaction; and

the individuals who have agreements are carefully selected by the Board of Directors, 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 ~~any such~~a transaction.

We do not permit taxgross-up payments relating to severance payments for change of control employment agreements entered into with our executive officers.

A description of the projected cost, if a change of control were to have occurred on the last day of fiscal ~~2019~~2021 and all of the NEOs were terminated on that date, is provided under “Potential Payments upon Termination or Change of Control”.

~~Tax Deductibility~~Retirement Transition Agreements

Alan R. Hoskins

In November 2020, the Company entered into, a Retirement Transition Agreement with Mr. Hoskins (the “Hoskins Retirement Agreement”), as well as granted him restricted stock units having a grant-date value of ~~Compensation~~

~~Prior~~$350,000, in connection with Mr. Hoskins’ support of a successful CEO transition, and service as a Special Advisor to ~~2018, a public company was limited~~the Company during the Hoskins Transition Period (defined below). The Hoskins Retirement Agreement, among other things, provides for the following:

Mr. Hoskins remained employed by the ~~Internal Revenue Code~~Company as a Special Advisor to ~~a $1 million deduction~~support the CEO leadership transition by providing advice, guidance and assistance for ~~compensation paid~~the period from January 1, 2021, until his retirement as an employee on September 30, 2021 (the “Hoskins Transition Period”), continued to ~~its~~receive his base salary and other benefits;

Since Mr. Hoskins announced his retirement as Chief Executive Officer ~~or any~~as of ~~its three other most highly compensated executive officers (other than the Chief Financial Officer) who were employed atyear-end.~~ ~~This limitation did not apply to compensation that met the tax code requirements for qualifying performance-based compensation. Changes in tax law effective~~ January 1, 2018 limit a public company’s deductions to $1 million for compensation paid to its Chief Executive Officer, Chief Financial Officer, and each of its three other most highly compensated executive officers, as well as to any individual who was subject to the $1 million deduction limitation in 2017 or any later year.

Under the revised law, there is no exception for qualifying performance-based compensation unless it is pursuant to a written binding contract in effect as of November 2, 2017. Certain incentive awards made on or prior to November 2, 2017 may satisfy the requirements for deductible compensation. The Human Capital Committee’s policy is to maximize the tax deductibility of executive compensation without compromising the essential framework of the existing total compensation program. The Human Capital Committee continues to retain the discretion to make awards and pay amounts that do not qualify as deductible.

~~Clawback Policy~~

~~Under our annual incentive awards and long-term incentive awards, in the event of a restatement of financial results to correct a material error,~~2021, the Human Capital Committee ~~is authorized~~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 ~~or recoup an executive officer’s award, as applicable,~~the final payout amounts to the ~~extent that~~NEOs under the ~~Human Capital Committee determines such executive officer’s misconduct was a significant contributing factor~~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.

All of Mr. Hoskins’ unvested time-based restricted stock equivalents 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 ~~need~~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 ~~restatement.~~

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 under the terms of the Annual Incentive Plan had Mr. Hoskins been a participant for fiscal year 2021; and

Mr. Hoskins’ Change of Control Employment 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.

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

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.

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.

	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

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, 2019.~~

~~Submitted by the Human Capital Committee members of the Board:~~

~~Cynthia J. Brinkley — Chair~~

~~Bill G. Armstrong~~

~~Kevin J. Hunt~~

~~Nneka Rimmer~~

(iii)

~~(iii)~~

The incremental cost to the Company of the following perquisites provided to the executive officers:

~~Executive Financial Planning Program~~

Executive Financial Planning Program. We reimburse the executives for 80% of the cost of personal financial advisory services, up to certain annual maximums. During fiscal 2021, the following reimbursement payments were made:

	Mr. LaVigne, $6,000			Mr. Drabik, $1,914
	Mr. Hoskins, $6,000			Ms. Drath, $5,760

(iv)	Legal Fees in connection with Mr. Hoskins’ transition agreement, $3,678.

The above list of perquisites does not include any contributions made by our charitable foundation which may have been made at the request of any of the NEOs. The directors of that foundation, all of whom are colleagues of the Company, review requests for contributions to charitable organizations from colleagues, officers 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 value 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 INFORMATION

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:

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	1,310,673	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 ~~cost~~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 ~~personal financial advisory services, up~~securities to ~~certain annual maximums. During fiscal 2019, the following reimbursement payments were made:~~


~~Mr. Hoskins, $6,000~~		~~Mr. Kinder, $12,000~~
~~Mr. LaVigne, $6,000~~		~~Ms. Boss, $1,596~~

~~The Executive Financial Planning Program is administered on a calendar basis. Mr. Kinder received $6,000 reimbursement in~~be issued upon issuance would be 1,993,380. As of December 2018 for financial planning services performed in calendar year 2018 and $6,000 reimbursement in June 2019 for financial planning services performed in calendar year 2019, both of which fell during fiscal 2019.

~~The above list of perquisites does not include any contributions made by our charitable foundation which may have been made at the request of any~~7, 2021, of the ~~NEOs. The directors~~outstanding stock equivalents granted, approximately 190,000 have vested and converted into outstanding shares of that foundation, all of whom are colleagues of the Company, review requests for contributions to charitable organizations from colleagues, officers 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~~our common stock. An additional approximately 713,000 restricted stock equivalents have ~~the right to receive cash dividend equivalent payments on~~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 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 value for the restricted stock equivalent grants.~~

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 ~~2019~~2021 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 Incentive Program;” and

three-year restricted stock equivalent awards under the terms of our Omnibus Plan, which include a performance component and a time-vesting component, as described in more detail in “Long-Term Incentive Program.”

•

~~potential cash awards under our annual cash bonus program, dependent upon achievement of performance measures established at the beginning of the fiscal year, as described in more detail in “~~~~Annual Incentive Program~~~~”; and~~

•

~~three-year restricted stock equivalent awards under the terms of our 2015 Plan, which include a performance component and a time-vesting component, as described in more detail in “~~~~Long-Term Incentive Program~~”.


40 Energizer Holdings, Inc. ~~2019~~2021 Proxy Statement		43

TABLE OF CONTENTS

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 (#) All Other
Option
Awards:
Number of
Shares
Underlying
Options (#) Exercise
or
Base
Price
of
Option
Awards
($/Sh) Grant
Date
Fair
Value
of Stock
and Option
Awards
(4)
A.R. Hoskins

Bonus: Annl.Perf.(1) 11/12/18 $ 589,375 $ 1,178,750 $ 2,357,500 — — — — — — —
Perf. Award(2) 11/12/18 — — — 23,934 47,868 95,736 — — — $ 2,884,047

Perf.Awd.:Time Based(3) 11/12/18 — — — — — — 20,515 — — $ 1,236,029
M.S. LaVigne

Bonus: Annl.Perf.(1) 11/12/18 $ 235,209 $ 470,419 $ 940,838 — — — — — — —
Perf. Award(2) 11/12/18 — — — 7,669 15,337 30,674 — — — $ 924,054

Perf. Awd:Time Based(3) 11/12/18 — — — — — — 6,573 — — $ 396,023
T.W. Gorman

Bonus: Annl.Perf.(1) 11/12/18 $ 208,000 $ 416,000 $ 832,000 — — — — — — —
Perf. Award(2) 11/12/18 — — — 5,810 11,619 23,238 — — — $ 700,045
Perf. Awd:Time Based(3) 11/12/18 — — — — — — 4,980 — — $ 300,045
G.T. Kinder

Bonus: Annl.Perf.(1) 11/12/18 $ 139,011 $ 278,021 $ 556,042 — — — — — — —
Perf. Award(2) 11/12/18 — — — 5,083 10,166 20,332 — — — $ 612,502

Perf. Awd:Time Based(3) 11/12/18 — — — — — — 4,357 — — $ 262,509
E.K. Boss

Bonus: Annl.Perf.(1) 11/12/18 $ 136,369 $ 272,738 $ 545,476 — — — — — — —
Perf. Award(2) 11/12/18 — — — 3,486 6,971 13,942 — — — $ 420,003

Perf. Awd:Time Based(3) 11/12/18 — — — — — — 2,988 — — $ 180,027

				Estimated Future Payouts Under Non-Equity Incentive Plan Awards ($)			Estimated Future Payouts Under Equity Incentive Plan Awards (#)
Name	Type of Award		Grant Date	Threshold	Target	Maximum	Threshold	Target	Maximum	All Other Stock Awards: Number of Shares of Stock (#)	All Other Option Awards: Number of Shares Underlying Options (#)	Exercise or Base Price of Option Awards ($/Sh)	Grant Date Fair Value of Stock and Option Awards (4)
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 ~~2019~~2021 under our annual cash incentive program for each of our NEOs. The actual amounts earned under the annual cash bonus program for fiscal ~~2019~~2021 are disclosed in the “Summary Compensation Table” above as part of the column entitled “Non-Equity Incentive Plan ~~Compensation~~Compensation.”.

(2)

Vesting of these restricted stock equivalents (the performance-linked component), awarded under the three-year performance awards, is subject to achievement ofpre-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, ~~2018,~~2020, the beginning of our fiscal ~~2019.~~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.

Ms. Kim’s grants and bonus eligibility were forfeited upon her departure from the Company in July 2021.

For further discussion regarding the fiscal year ~~2019~~2021 grants under our annual incentive program see “Annual Incentive Program” and for further discussion regarding the timing and procedures for the fiscal year ~~2019~~2021 grants ofperformance-based and time-based long-term incentive awards, See “Long-Term Incentive Program.”


		44 Energizer Holdings, Inc. ~~2019~~2021 Proxy Statement 41

TABLE OF CONTENTS

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

~~The following types of equity awards have been granted to the executive officers and remain unvested as of September 30, 2019.~~

•

~~Restricted stock equivalents, the vesting of which is subject to the achievement of performance-linked and time-vesting conditions over a three-year period, as described in “~~~~Long-Term Incentive Program~~”. Vesting of restricted stock equivalents will accelerate, however, upon death, disability and upon a change of control of the Company. A portion will also vest upon voluntary retirement if the awards have been held for at least 12 months and the officer is age 55 with at least 10 years of service, including service with our former parent prior to~~Spin-Off.~~ ~~Unvested restricted stock equivalent awards are included under “~~~~Stock Awards—Number of Shares or Units of Stock That Have Not Vested~~”, in the table below. The performance-based awards have similar terms and vest upon achievement of cumulative adjusted earnings per share and cumulative adjusted free cash flow as a percentage of sales goals. See “~~Long-Term Incentive Program~~”.

~~Specialone-time~~ restricted stock equivalents granted by Energizer that will vest ratably on each of the five anniversaries from the date of grant. Vesting of all of the restricted stock equivalents will accelerate, however, upon death, disability or upon a change of control of the Company. A portion will also vest upon voluntary retirement if the awards have been held for at least 12 months and the officer is age 55 with at least 10 years of service and upon involuntary termination (other than for cause).

The following table and footnotes set forth information regarding outstanding restricted stock equivalent awards, as of September 30, ~~2019~~2021, for the ~~executive officers. The market value~~NEOs. All such awards are in the form of ~~shares that have not vested was determined by multiplying $43.58,~~restricted stock equivalents or units, the ~~closing market price~~vesting of which is, for performance-based awards subject to the ~~Company’s stock on the last trading day~~achievement of ~~fiscal 2019, by the number~~cumulative financial metrics over a three-year period, and, for time-based awards, generally over a three-year period, subject to acceleration of ~~shares.~~

vesting in certain limited circumstances as contemplated under our equity incentive plans. See “Compensation Discussion and Analysis – Elements of Compensation – Long Term Incentive Program.”

Stock Awards

Name Grant Date
(1)(2)(3)(4) Number of
Shares or
Units of
Stock That
Have Not
Vested (#) Market Value
of Shares or
Units of
Stock That
Have Not
Vested
($) Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares, Units
or Other
Rights That
Have Not
Vested (#)(5)(6) Equity
Incentive
Plan
Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights
That Have
Not Vested ($)
A.R. Hoskins
07/08/2015 40,234 $ 1,753,398 — —
11/14/2016 26,415 $ 1,151,166 123,268 $ 5,372,019
11/13/2017 27,150 $ 1,183,197 63,349 $ 2,760,749
11/12/2018 20,515 $ 894,044 47,868 $ 2,086,087
Total

114,314 $ 4,981,804 234,485 $ 10,218,856
M.S. LaVigne
07/08/2015 16,513 $ 719,637 — —
11/14/2016 8,982 $ 391,436 41,914 $ 1,826,612
11/13/2017 8,960 $ 390,477 20,905 $ 911,040
11/12/2018 6,573 $ 286,451 15,337 $ 668,386
Total

41,028 $ 1,788,001 78,156 $ 3,406,038
T.W. Gorman
07/08/2015 2,794 $ 121,763 — —
11/14/2016 1,882 $ 82,018 8,782 $ 382,720
11/13/2017 5,770 $ 251,457 13,462 $ 586,674
11/12/2018 4,980 $ 217,028 11,619 $ 506,356
Total

15,426 $ 672,265 33,863 $ 1,475,750
G.T. Kinder
07/08/2015 5,588 $ 243,525 — $ —
11/14/2016 6,159 $ 268,409 28,742 $ 1,252,576
11/13/2017 5,939 $ 258,822 13,858 $ 603,932
11/12/2018 4,357 $ 189,878 10,166 $ 443,034
Total

22,043 $ 960,634 52,766 $ 2,299,542
E.K. Boss
07/08/2015 5,588 $ 243,525 — $ —
11/14/2016 3,525 $ 153,620 16,448 $ 716,804
11/13/2017 4,073 $ 177,501 9,503 $ 414,141
11/12/2018 2,988 $ 130,217 6,971 $ 303,796
Total

16,174 $ 704,863 32,922 $ 1,434,741

	Stock Awards
Name	Grant Date (1)(2)(3)(4)	Number of Shares or Units of Stock That Have Not Vested (#)(5)(6)	Market Value of Shares or Units of Stock That Have Not Vested ($)(7)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(8)(9)(10)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(7)
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)

42 ~~Energizer Holdings, Inc.~~ ~~2019 Proxy Statement~~

Restricted stock equivalents granted on 11/12/2018 vested on 11/12/2021.

~~STOCK VESTED TABLE~~

(2)

Restricted stock equivalents granted on 11/11/2019 vest on 11/11/2022.

Stock Awards

  Name
Number of Shares
Acquired on Vesting
(1)
Value Realized on
Vesting
($)
A. R. Hoskins
69,159 $ 3,065,193
M.S. LaVigne
27,058 $ 1,191,747
T. W. Gorman
5,606 $ 253,002
G. T. Kinder
12,819 $ 586,306
E. K. Boss
9,606 $ 425,752

(3)	~~(1)~~Restricted stock equivalents granted on 11/16/2020 vest on 11/16/2023.

(4)	~~In fiscal 2019, 20%~~Performance-based restricted stock equivalent awards each vest on the date the Human Capital Committee certifies the results of the ~~time-based~~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 ~~each~~the terms and conditions of the ~~officers at~~applicable award agreement.

(11)	Ms. Kim forfeited all unvested equity awards upon her departure from the ~~time~~Company.

Energizer Holdings, Inc. 2021 Proxy Statement 45

TABLE OF CONTENTS

STOCK VESTED TABLE

	Stock Awards
Name	Number of Shares Acquired on Vesting (1)(2)(3)(4)	Value Realized on Vesting ($)
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 ~~ourSpin-Off~~ ~~from our former parent company~~the performance-based restricted stock equivalent awards granted in fiscal 2018 vested in accordance with the terms of the ~~awards.~~ 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 ~~16, 2018,~~13, 2020, 100% of the time-based restricted stock equivalent awards granted in fiscal ~~2016~~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.

46 Energizer Holdings, Inc. 2021 Proxy Statement

TABLE OF CONTENTS

PENSION BENEFITS TABLE

Name Plan Name (1)
Number of
Years Credited
Service
(#) (2)

Present Value
of Accumulated
Benefit
($) (3)

Payments
During Last
Fiscal Year
($)

A.R. Hoskins
Energizer Retirement Plan 31 $ 1,118,258 $ 0

Supplemental Executive Retirement Plan 30 $ 1,326,311 $ 0
M.S. LaVigne
Energizer Retirement Plan 4 $ 85,984 $ 0

Supplemental Executive Retirement Plan 4 $ 84,192 $ 0
G.T. Kinder
Energizer Retirement Plan 0.5 $ 28,351 $ 0

Supplemental Executive Retirement Plan 0.5 $ 6,311 $ 0
E.K. Boss
Energizer Retirement Plan 0.25 $ 5,864 $ 0

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	$88,952	$0
M.S. LaVigne	Supplemental Executive Retirement Plan	4	$87,099	$0
A.R. Hoskins	Energizer Retirement Plan	31	$1,161,638	$0
A.R. Hoskins	Supplemental Executive Retirement Plan	30	$1,372,091	$0
T.W. Gorman	Energizer Retirement Plan	—	$0	$0
T.W. Gorman	Supplemental Executive Retirement Plan	—	$0	$0
J.J. Drabik	Energizer Retirement Plan	12	$218,411	$0
J.J. Drabik	Supplemental Executive Retirement Plan	4	$6,516	$0
S.K. Drath	Energizer Retirement Plan	22	$547,995	$0
S.K. Drath	Supplemental Executive Retirement Plan	4	$17,447	$0
H.H. Kim	Energizer Retirement Plan	—	$0	$0
H.H. Kim	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 ~~detailed narrative.~~“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 ~~all~~ 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 ~~value~~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 1514 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 aone-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 the30-year Treasury rate reset annually. The value is available on termination without reduction. Assumptions used in the valuations are set forth in “Note ~~11,~~14, Pension Plans” of the Notes to Consolidated Financial Statements of our Annual Report on Form10-K for year ended September 30, ~~2019.~~

2021.


		Energizer Holdings, Inc. ~~2019~~2021 Proxy Statement 43 47

TABLE OF CONTENTS

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
($)

Aggregate
Balance at
Last FYE
($)(4)
A.R. Hoskins
Def’d Comp. Plan $           0   $           0   $259,403   $0   $5,030,491

Exec. S.I.P. $152,150   $135,227   $  16,331   $0   $2,136,821

Total $152,150   $135,227   $275,734   $0   $7,167,312
M.S. LaVigne
Def’d Comp. Plan $           0   $           0   $  30,501   $0   $  591,495

Exec. S.I.P. $  71,494   $  54,694   $(21,979)   $0   $1,552,783

Total $  71,494   $  54,694   $    8,522   $0   $2,144,278
T.W. Gorman
Def’d Comp. Plan $           0   $           0   $           0   $0   $              0

Exec. S.I.P. $  64,203   $  60,287   $    3,735   $0   $   387,530

Total $  64,203   $  60,287   $    3,735   $0   $   387,530
G.T. Kinder
Def’d Comp. Plan $           0   $           0   $           0   $0   $                0

Exec. S.I.P. $  49,204   $  32,342   $  21,268   $0   $     452,500

Total $  49,204   $  32,342   $  21,268   $0   $     452,500
E.K. Boss
Def’d Comp. Plan $           0   $           0   $           0   $0   $                0

Exec. S.I.P. $  48,253   $  31,453   $    7,621   $0   $     441,669

Total $  48,253   $  31,453   $    7,621   $0   $     441,669

Name	Plan	Executive Contributions in Last FY ($)(1)	Registrant Contributions in Last FY ($)(2)	Aggregate Earnings in Last FY ($)(3)	Aggregate Withdrawals/ Distributions ($)	Aggregate Balance at Last FYE ($)(4)
M.S. LaVigne	Def’d Comp. Plan	$0	$0	$19,990	$0	$635,486
M.S. LaVigne	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 ~~2019~~2021 consist of deferrals of salary earned with respect to fiscal ~~2019.~~ 2021.

(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 ~~2019~~2021 ranging from~~-8.01%~~ -.91% to ~~10.45%~~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 ~~ranging from 5.0% – 5.5%~~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 ~~2019~~2021 Annual Shareholders’ Meeting:

–

~~Mr. Hoskins: $429,277~~

–

Mr. LaVigne: ~~$198,670~~

$ 307,292

–

Mr. ~~Gorman: $21,302~~

Hoskins: $ 696,030

–

Mr. ~~Kinder: $97,756~~

Gorman: $ 164,287

–

~~Ms. Boss: $107,781~~

Mr. Drabik: $ 13,707

–
Ms. Kim: $ 21,988

We have adopted several plans or arrangements that provide for the deferral of compensation on a basis that is nottax-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 theSpin-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). 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 ~~2019,~~2021, the rate credited under this fund ~~ranged from 5.0% to 5.5%~~was 3.25%. Balances in the plan are vested and may be paid out in a lump sum in cash six months following termination, or in~~five-or10-year~~ five-or 10-year increments commencing the year following termination of employment, as previously elected by the participant.

44 ~~Energizer Holdings, Inc.~~ ~~2019 Proxy Statement~~

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 thenon-qualified executive savings investment plan. Under that plan,

48 Energizer Holdings, Inc. 2021 Proxy Statement

TABLE OF CONTENTS

executives may elect to defer their contributions into any of the measurement fund options which track the performance of the Vanguard investment funds offered under our ~~qualified savings investment~~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 employment, as previously elected by the participant.

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

We have not entered into general employment agreements with any of our ~~NEOs.~~NEOs, 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 benefits in connection with a qualifying termination, as described below. We have also entered into change of control employment agreements with our NEOs and certain of our other key employees which provide for severance compensation, acceleration of vesting and a lump sum payout in lieu of a continuation of benefits upon qualified termination of employment following a change of control. Additionally, our equity ~~awards under our 2015 Plan~~plans provide for acceleration of vesting of certain awards in the event of certain terminations of employment.

The information below reflects the value of acceleration or incremental compensation which 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:

the event of termination (death, permanent disability, involuntary termination without cause, or voluntary termination), or a change of control of the Company, occurred on September 30, ~~2019,~~2021, the last day of our fiscal year;

the closing price of our common stock on the last trading day of the fiscal year was ~~$43.58;~~$39.05; and

~~each of the executive officers was terminated~~a termination on that date.

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 as amounts accrued under our 401(k) plan, accumulated and vested benefits 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“Pension Benefits Table”.

The information also does not include amounts under our deferred compensation plan or executive savings investment plan that would be paid, as described in the “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

~~On July 1, 2015, we adopted an~~

Our executive severance plan ~~which~~ 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 ~~Messrs. Hoskins, Gorman and~~Mr. LaVigne and one time for Mr. ~~Kinder~~Drabik and Ms. ~~Boss;~~

Drath;

For ~~Messrs. Hoskins, Gorman~~the Chief Executive Officer and ~~LaVigne,~~the Chief Financial Officer, apro-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;~~performance. Other NEOs are not entitled to a pro rata bonus under the executive severance plan; and

~~outplacement~~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 andnon-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.

~~Energizer Holdings, Inc.~~ ~~2019 Proxy Statement 45~~

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

TABLE OF CONTENTS

then the following payments will be made in accordance with the Executive Severance Plan:

~~Name~~

Lump Sum

Severance

Payment

Outplacement

Services

Pro-Rata Bonus Payment

~~A.R. Hoskins~~

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.

~~M.S. LaVigne~~

J.J. Drabik

~~2x Base Salary~~

~~T.W. Gorman~~

~~2x Base Salary~~

~~Up to 12~~

~~months~~

~~G.T. Kinder~~

1x Base Salary

NoPro-Rata Bonus Payment

~~E.K. Boss~~

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).

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, ~~2019~~2021, each of our other executive officers would have received the following payments:

  Name    Lump Sum
Severance Payment    Outplacement
Services Pro-
Rata Bonus Payment Total
A.R. Hoskins
   $ 2,060,000    $ 40,000 $ 1,510,837 $ 3,610,837
M.S. LaVigne
   $ 1,181,784    $ 40,000 $ 603,545 $ 1,825,329
T.W. Gorman
   $ 1,123,200    $ 40,000 $ 515,385 $ 1,678,585
G.T. Kinder
   $ 465,629    $ 40,000 — $ 505,629
E.K. Boss
   $ 340,642    $ 40,000 — $ 380,642

Name	Lump Sum Severance Payment	Outplacement Services	Pro- Rata Bonus Payment	Total
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~~five- or 1010- year period, commencing six months from the date of termination as previously elected by the participant.

46 ~~Energizer Holdings, Inc.~~ ~~2019 Proxy Statement~~

See “Retirement Transition Agreements” above for additional information regarding Mr. Hoskins and Mr. Gorman.

Death, Disability or Termination of Employment (Other than Upon a Change of Control)

Upon an executive officer’s death, permanent disability, involuntary termination other than for cause (defined as termination for gross misconduct), and, in some cases, retirement, other than upon or following a change of control, the following plans or programs provide for acceleration of certain awards. Awards are accelerated for retirement after attainment 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 results for the Performance Period are met.

~~Award~~

Involuntary

Termination (Other

than for Cause)

Death

Permanent

Disability

Retirement

After Age 55 with

10 years of service

~~Five-year restricted stock awards granted 7/8/15~~

~~Pro Rata Vesting~~

~~Accelerated~~

~~Pro Rata Vesting~~

Three-year restricted stock awards granted 11/~~14/16,~~13/18, 11/~~13/17~~11/19 and 11/~~12/2018~~

16/20

Forfeited

Accelerated

~~Accelerated~~

Accelerated

~~Accelerated~~

Pro Rata Vesting

Three-year performance awards granted 11/~~14/16,~~13/18, 11/~~13/17~~11/19 and 11/~~12/2018~~

16/20

Forfeited

Accelerated

~~Accelerated~~

Pro Rata Vesting

50 Energizer Holdings, Inc. 2021 Proxy Statement

TABLE OF CONTENTS

The value of awards which would be accelerated for our NEOs upon death, disability, involuntary termination or retirement other than upon or following a change of control as of September 30, ~~2019~~2021, is shown in the following chart. Stock market changes since September 30, ~~2019~~2021, are not reflected in these valuations.

Restricted Stock Equivalent Awards Accelerated upon Termination Events*

Officer

Death

Permanent Disability

Involuntary
Termination other
Than for Cause

Retirement Following
Attainment of Age 55 with 10
Years of Service

A.R. Hoskins

$

10,405,215

$

7,919,677

$

485,725

$

4,349,967

M.S. LaVigne

$

3,573,054

$

2,767,129

$

199,353

$

0

T.W. Gorman

$

1,850,282

$

1,277,100

$

33,731

$

0

G.T. Kinder

$

2,119,388

$

1,585,157

$

67,461

$

0

E.K. Boss

$

1,505,315

$

1,138,976

$

67,461

$

0

Restricted Stock Equivalent Awards Accelerated upon Termination Events*
Officer	Death	Permanent Disability	Involuntary Termination other Than for Cause	Retirement Following Attainment of Age 55 with 10 Years of Service
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 ~~$43.58,~~$39.05, the closing market price of the Company’s stock on September 30, ~~2019.~~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 Company

Our change of control employment agreements with each of the continuing NEOs ~~have terms of two or three years from July 1, 2015,~~are subject to certain automatic renewal provisions. For ~~Messrs. Hoskins and~~Mr. LaVigne, the term is three years. ~~For Messrs. Gorman~~The term of agreement with Mr. Hoskins, which terminated as of September 30, 2021, in connection with his retirement as a Company employee, was also three years. The term 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 ~~Kinder and for Ms. Boss,~~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 in the event of certain termination events including termination by the company without cause or by the executive for good reason within specified periods following a change of control of the Company or upon death or disability after a change of control of the Company, as such terms are defined in the agreement.

Under the agreements, 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.

~~Energizer Holdings, Inc.~~ ~~2019 Proxy Statement 47~~

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 terminated 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’s annual base salary and ~~target~~severance bonus (defined as the most recent five-year actual bonus percentages multiplied by the greater of base salary at either termination or change of control), which will be three times in the case of Messrs. Hoskins and LaVigne and two times in the case of ~~Messrs. Gorman, Kinder~~Ms. Drath and ~~Ms. Boss;~~

one time in the case of Mr. Drabik (increased to two times beginning October 1, 2021); and

a ~~pro rata portion of the executive officer’s target annual bonus for the year of termination; and~~

alump-sum payment intended to assist with health and welfare benefits for a period of time post-termination.

Additionally, if approved by the Company’s Chief Executive Officer, perquisites and fringe benefits enjoyed by an executive immediately prior to termination may continue for the period approved.

Following termination of employment, each executive officer is bound by aone-year covenant not to compete, a~~one-yearnon-solicitation~~ one-year non-solicitation covenant, and a covenant 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, or

Energizer Holdings, Inc. 2021 Proxy Statement 51

TABLE OF CONTENTS

is for cause. Under the agreements, in 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 theafter-tax amount if the payments were not so reduced.

The agreements also provide that upon a change of control, outstanding equity awards held by each executive officer will accelerate and vest in accordance with the terms of the awards, even if the awards have a higher threshold for a “change of control”. Our equity awards generally define a “change of control” as an acquisition of 50% or more of the outstanding shares of our common stock. The terms of our outstanding equity awards vary as to the portion of the unvested award that will accelerate and vest upon a change of control, as indicated below:

	Award			Vesting

~~Award~~		~~Vesting~~
~~Five-year~~ Three-year time-based awards granted ~~7/8/15~~ 11/12/18, 11/11/19 and 11/16/20			100% vest upon change of control
	Three-year ~~time-based~~ performance awards granted 11/~~14/16,~~ 12/18, 11/~~13/17~~11/19 and 11/~~12/18~~ 16/20		~~100% vest upon change of control~~
~~Three-year performance~~ ~~awards granted 11/14/16,~~ ~~11/13/17 and 11/12/18~~		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

Payments of cash would be made in a lump sum no sooner than six months following termination of employment.

48 ~~Energizer Holdings, Inc.~~ ~~2019 Proxy Statement~~

Estimated Payments and Benefits

If a change of control had occurred on September 30, ~~2019~~2021, and an executive officer’s employment was not terminated, our executive officers would have received the following pro rata annual bonus amounts: Mr. Hoskins ~~$1,510,837,~~$1,220,035, Mr. LaVigne ~~$603,545,~~$925,000, Mr. ~~Gorman $515,385, Mr. Kinder $356,699,~~Drabik $244,400 and Ms. ~~Boss $349,646.~~

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 reason following a change of control or upon death or disability after a change of control. The value of accelerated restricted stock equivalents and performance awards reflects a stock price of ~~$43.58~~$39.05 (the closing price of our common stock on ~~the last trading day of fiscal 2019)~~September 30, 2021). Stock market declines and vesting and forfeitures of unvested restricted stock equivalents since September 30, ~~2019~~2021, are not reflected in these valuations. Upon a change of control, retirement benefits under the executive savings investment plan vest to the extent not already vested.

  Name
Cash
Severance

Retirement
Benefits

Accelerated
Vesting of
Restricted
Stock Equivalent
Awards
Benefits
⁽¹⁾ Excise Tax
Reduction Total
A.R. Hoskins
$ 9,237,959 $ 0 $ 10,405,215 $ 30,947 $ 0 $ 19,674,121
M.S. LaVigne
$ 4,338,365 $ 0 $ 3,573,054 $ 28,530 $ 0 $ 7,939,949
T.W. Gorman
$ 2,591,615 $ 0 $ 1,850,282 $ 29,459 $ -938,020 ⁽²⁾ $ 3,533,336
G.T. Kinder
$ 2,077,168 $ 0 $ 2,119,388 $ 30,230 $ 0 $ 4,226,786
E.K. Boss
$ 2,001,111 $ 0 $ 1,505,315 $ 19,494 $ 0 $ 3,525,920

In connection with his promotion, Mr. Drabik’s benefits were increased as of October 1, 2021; the table below reflects payments 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 and therefore he was not entitled to any benefits if a Change of Control occurred on September 30, 2021.

Name	Change of Control Cash Severance	Retirement Benefits	Accelerated Vesting of Restricted Stock Equivalent Awards	Benefits (1)	Excise Tax Reduction	Total
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 AGREEMENTS

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.

~~(2)~~

52 Energizer Holdings, Inc. 2021 Proxy Statement

Under Internal Revenue Code Section 280G, executive officers will incur an excise tax on portions of these payments if the parachute value of payments due upon certain events, including a termination of employment, exceeds a specified threshold in connection with a change of control. The Company determines whether a named executive officer is better off receiving the full payment due and paying the excise tax or receiving a reduced payment that falls just below the excise tax threshold, which is referred to as a “best of net” provision. For this hypothetical payment as of September 30, 2019, it has been estimated that Mr. Gorman would be better off receiving the reduced payout. The other named executive officers are better off receiving the full payment and paying the excise tax.

TABLE OF CONTENTS

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.

Name

Base Salary

Transition
Cash Bonus

Cash Bonus
Under
Executive Officer
Bonus Plan

Continued
Vesting of
Restricted
Stock Equivalent
Awards

Total

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

CEO Pay Ratio

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.

~~We identified our median~~

The Company’s total colleague ~~using data~~population other than the CEO as of September 30, ~~2019, by examining individuals~~2021, whether employed ~~by us as of that date,~~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, and (ii) actual base or wage compensation, actual recurrent cash allowances, and actual cash bonus payments for temporary ~~colleagues.~~

~~As permitted by~~colleagues for the ~~SEC rules, we are excluding from our CEO pay ratio approximately 3,500~~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 employed by the global auto care and global battery and lights businesses of Spectrum Brands Holdings, Inc. which we acquired during fiscal 2019. Additionally, of the remaining 4,000 colleagues, under the de minimis exception to the Dodd- Frank Act reporting rules, we excluded 128 colleagues based in Malaysia and 61 colleagues based in the Philippines, which represented approximately 4.78% ofdisclosed, Mr. LaVigne was appointed as the Company’s ~~total colleague population (exclusive of the colleagues who were previously employed by Spectrum Brands Holdings, Inc.)~~Chief Executive Officer, effective January 1, 2021, and his compensation was adjusted as of ~~September 30, 2019. Therefore, an aggregate population~~December 1, 2020. For purposes of ~~approximately 3,800 colleagues, whether employed~~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 ~~a full-time or part-time basis, was considered in determining our median employee.~~

that base salary level. All other amounts for Mr. LaVigne have not been adjusted.

We estimate that the compensation of our Chief Executive Officer in fiscal ~~2019~~2021 was approximately ~~192~~125 times the median of the annual total compensation of all of our other colleagues.

~~Energizer Holdings, Inc.~~ ~~2019 Proxy Statement 49~~

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

$6,814,918

$35,464

	CEO to Median Colleague Pay Ratio
	CEO	Median Employee
Annual Total Compensation	$6,050,791	$48,440


50 Energizer Holdings, Inc. ~~2019 Proxy Statement~~

~~Omnibus Incentive Plan~~

You are being asked to approve the Energizer Holdings, Inc. Omnibus Incentive Plan (“Plan”) at the Annual Shareholders’ Meeting to be held on January 27, 2020. The Plan replaces and supersedes the 2015 Energizer Holdings, Inc. Equity Incentive Plan (“2015 Plan”). A copy of the Plan is attached as~~Appendix B~~ hereto. Upon approval of the Plan, no new awards will be granted under the 2015 Plan, though the terms of the 2015 Plan will continue to govern all awards granted under that plan. Shares of our stock that are subject to outstanding awards under the 2015 Plan that expire, are forfeited or otherwise terminate unexercised may be subject to new awards under the Plan. Likewise, shares of stock that were available for grant under the 2015 Plan’s share reserve as of November 29, 2019 will be added to this Plan’s share reserve and may be subject to new awards under the Plan.

The Board unanimously recommends the shareholders approve the Plan Proposal. The Plan is designed to provide a means by which the Company may attract and retain key individuals and to provide a means by which such individuals can acquire ownership in our Company and earn incentive compensation.

~~PROPOSAL~~

~~Approval of the Omnibus Incentive Plan~~

✓ ~~The Board recommends a voteFOR~~ ~~this proposal.~~

~~Share Reservation~~

~~The following table summarizes the number of shares that would be authorized after November 29, 2019 if this Proposal is approved.~~

Outstanding RSUs
& PSUs (at
maximum payout)
as of
September 30,
2019⁽¹⁾ RSUs and PSUs
(at maximum
payout) granted
in November
2019)⁽²⁾ RSUs and PSUs
vested in
November 2019 RSUs & PSUs
Forfeited RSUs and PSUs
(at maximum
payout)
outstanding
as of
November 29,
2019⁽³⁾ Shares
Available for
new grants
as of
November 29,
2019⁽⁴⁾ Additional
Shares
requested
under this
proposal Total Shares
Authorized for
issuance after
November 29,
2019 (if
Proposal
approved)

1,863,214

828,230

573,653

1,140

2,116,651

300,808

6,500,000

6,800,808

~~(1)~~

~~Assumes PSUs outstanding as of November 29, 2019 vest at maximum payout level.~~

~~(2)~~

~~This is the additional number of shares that would be issued if PSUs outstanding as of November 29, 2019 converted at 200% of the target amount upon vesting.~~

~~(3)~~

~~There are no outstanding options under the 2015 Plan.~~

~~(4)~~

~~PSUs and RSUs granted go against the reserve at a 2:1 ratio.~~

~~The closing price of our stock as reported by the New York Stock Exchange on November 29, 2019 was $49.89 per share and a total of 69,241,715 shares of our common stock were outstanding.~~

~~Energizer Holdings, Inc.~~ ~~2019 Proxy Statement 51~~

~~Key Features of the Omnibus Incentive Plan~~

The Plan allows us to grant a variety of types of awards, including: options, stock appreciation rights (“SARs”), restricted stock and restricted stock units (time-based or performance-based), other stock awards and cash-based awards.

~~The Plan provides for administration by our Human Capital Committee, though our Board exercises discretion with respect to awards granted to directors.~~

Except for director awards, the Plan has a minimum vesting period of not less than one year, though the Human Capital Committee may grant awards of up to 5% of the shares authorized under the Plan with a shorter vesting or exercise period.

~~The Plan does not contain a “liberal” change of control definition.~~

~~Awards vest upon a change of control and involuntary termination (double-trigger) or if a buyer of our business does not assume outstanding awards.~~

~~Awards are subject to our general clawback policy and our anti-hedging and anti-pledging policy (the Plan makes reference to these policies).~~

~~The Plan places caps on annual amounts granted with respect to options, SARs, performance-based and time-based awards, cash bonus awards andnon-employee~~ ~~director grants.~~

~~The Plan restricts the recycling of shares under options and SARs.~~

Dividends or dividend equivalents are not payable with respect to options and SARs, and dividends or dividend equivalents may not be paid on unearned shares of restricted stock or restricted stock equivalent awards.

~~Awards other than options and SARs are counted against the share reserve in a2-to-1~~ ~~ratio.~~

~~The Plan prohibits the repricing of any options, SARs or other stock-based award absent shareholder approval.~~

~~The Plan has flexible share usage provisions.~~

~~GRANT PRACTICES~~

~~The Company has a history of granting restricted stock units (also known as restricted stock equivalents) to our executives and ournon-management~~ directors. Restricted stock units (“RSUs”), as full-value awards, are less dilutive to shareholders than stock options or SARs as the Company may grant fewer of such awards to achieve the intended economic effect. Awards granted to our executives generally condition vesting of the majority of the award on the achievement of Company performance targets over three years, and continued employment with the Company over the same period as a condition to vesting of the remainder of the~~award. Non-management~~ ~~directors receive annual grants which generally vest after one year. We do not anticipate making any material changes in our grant practices.~~

Our gross average share usage rate, sometimes referred to as burn rate, over the three years ended September 30, 2019 (calculated as equity-based awards granted under our equity compensation plan for the relevant year, divided by average basic common shares outstanding for that year) is approximately 1.1%. Based on the gross average share usage rate of 1.1%, the 6,500,000 shares available for future grants under the Plan should enable us to continue to grant equity as a portion of employee compensation for the next four to five years. The following data, as disclosed in our Annual Reports on Form~~10-K~~ ~~for fiscal years 2017-2019, was used for the burn rate calculation for the last three years:~~

Fiscal Year
  Options Granted     Full-Value Shares
Granted

  Weighted-Average Number
of Common Shares
Outstanding, Basic
  Share-Based Burn
Rate

2019

—

500,000

66,400,000

0.75

%

2018

—

900,000

*

59,800,000

1.51

%

2017

—

700,000

61,700,000

1.13

%

*	~~2018 includes approximately 200,000 shares granted in connection with an unfunded deferred compensation plan that was modified to be paid out in shares rather than cash.~~

52 ~~Energizer Holdings, Inc.~~ ~~2019 Proxy Statement~~

The potential dilution resulting from issuing all of the 6,500,000 shares authorized under the Plan, combined with (i) shares subject to outstanding awards under the 2015 Plan and (ii) shares that were available for future grants under the 2015 Plan which will be rolled into the Plan’s share reserve would be 11.5% on a fully-diluted basis as of November 29, 2019. No additional awards will be made under the 2015 Plan upon approval of the Plan by shareholders.

~~FORECASTED SHARE USAGE~~

Awards under the Plan are determined by the Human Capital Committee, with respect to executive awards, and by our Board with respect to director grants, in its discretion. It is therefore not possible to predict the awards that will be made to particular officers, employees or directors in the future under the Plan. Pursuant to our current director compensation program, our~~non-management~~ ~~directors are awarded RSUs representing $145,000 per year.~~

~~SUMMARY OF THE OMNIBUS INCENTIVE PLAN~~

We adopted the Plan on November 11, 2019, subject to and effective upon the approval of our shareholders. The following is a summary of the material aspects of the Plan. This summary is subject to the more complete description of the terms and conditions of the Plan contained in the full text of the plan document, which is attached hereto as~~Appendix B~~.

~~Purpose~~

The purpose of the Plan is to provide a means through which we and our affiliates may attract capable persons to enter and remain in our employ and to provide a means whereby our employees, directors, advisors and consultants can acquire and maintain ownership of our common stock, thereby strengthening their commitment to our welfare, the welfare of our affiliates and promoting a common interest between shareholders and these individuals. The Plan is an omnibus document authorizing the establishment of~~sub-plans~~ ~~which enables us to offer awards to our employees innon-U.S.~~ ~~jurisdictions, subject to compliance with local laws applicable to the offering of awards to such employees.~~

~~Administration~~

The Plan is generally administered by our Human Capital Committee. It is required that the directors appointed to serve on the committee be “independent directors,” as determined under the NYSE rules, as well as~~“Non-Employee~~ ~~Directors,” within the meaning of Rule16b-3~~ under the Exchange Act. Subject to the terms of the Plan, the Human Capital Committee has the authority to grant awards, to determine the number of shares of our common stock for which each award may be granted and to determine any terms and conditions pertaining to the exercise, vesting or forfeiture of each award. The Human Capital Committee has the power, in its sole discretion, to accelerate the exercisability or vesting of any award and to remove any restriction on any restricted stock or RSU granted under the Plan. The committee also has full power to construe and interpret the Plan and any award agreement executed pursuant to the Plan and to establish, amend, suspend or waive any rules for the proper administration of the Plan. The determination of the Human Capital Committee on all matters relating to the Plan or any award agreement will be conclusive.

To the extent awards are granted to our directors, our Board will determine the amount, type and terms of each award granted, and in those cases, references in this summary to the Human Capital Committee will mean instead our Board as the context requires.

~~Eligibility~~

Our officers, employees, directors, advisors and consultants and those of our subsidiaries or affiliates (a total of approximately 8 officers, 10 board members and 369 colleagues totaling 387 eligible individuals) are eligible to be designated as participants under the Plan. The Human Capital Committee and our Board have the authority to determine the participants to whom awards will be granted.

~~Energizer Holdings, Inc.~~ ~~2019~~2021 Proxy Statement 53

TABLE OF CONTENTS

~~Number of Shares Authorized~~

Under the Plan, awards for a total of (x) the number of shares of our common stock available for grant under the 2015 Plan as of November 29, 2019 plus (y) 6,500,000 new shares of our common stock, may be granted in the aggregate. As of November 29, 2019, 300,808 shares were still available for grant under the 2015 Plan. As of November 29, 2019, we had outstanding 2,116,651 full value awards (i.e., RSUs) of common stock under our 2015 Plan; no options or SARs are outstanding under that plan. Any shares of our stock subject to an award under our 2015 Plan that expires, is forfeited, otherwise terminates, or is settled in cash, will again be available for future grant under this Plan. Awards other than options and SARs will be counted against the reserve in a~~2-to-1~~ ~~ratio.~~

Any dividends or dividend equivalents paid in cash in connection with outstanding awards, shares subject to an award that is forfeited, cancelled, terminated, expires or lapses for any reason, shares and awards granted through the settlement, assumption, or substitution of outstanding awards previously granted, or through obligations to grant future awards, as a result of a merger, consolidation,~~spin-off~~ or acquisition of the employing company with or by us will not be applied to the share limitation described above. Awards payable in cash will not be counted against the share reserve unless actual payment is made in shares of our stock. If an award is to be settled in cash, the number of shares on which the award is based will not be counted against the share reserve unless payment is made in shares rather than cash.

In addition, other than with respect to options and SARs, shares delivered or withheld in satisfaction of the purchase price or applicable tax withholding obligations with respect to an award (including awards granted under our 2015 Plan) will also be available for future grants.

With respect to options and SARs, shares delivered or withheld in satisfaction of the purchase price or applicable tax withholding obligations with respect to an award (including awards granted under our 2015 Plan), shares subject to SARs (including SARs granted under our 2015 Plan) that are not issued in connection with its stock settlement or exercise, and shares reacquired by us on the open market or otherwise using cash proceeds from the exercise of options (including options awarded under our 2015 Plan) will not be available for future grants.

~~Plan Term~~

~~The Plan will have a term of 10 years from the date it is approved by our shareholders and no further awards may be granted after that date.~~

~~Terms and Conditions of Awards~~

Under the Plan, the Human Capital Committee is authorized to grant awards of nonqualified stock options (“NSOs”), incentive stock options (“ISOs”), SARs, restricted stock, RSUs (including PSUs), stock bonus awards, cash bonus awards or performance based awards. Our Board may grant NSOs, SARs, restricted stock, RSUs, and stock bonus awards to our directors.

~~Options.~~ Options to purchase shares of common stock are either “qualified,” meaning they are intended to satisfy the requirements of Section 422 of the Internal Revenue Code (“Code”) for incentive stock options, or “nonqualified,” meaning they are not intended to satisfy the requirements of Section 422 of the Code. An option provides a participant with the right to purchase, within a specified period of time, a stated number of shares of our common stock at the price specified in the award agreement. Options granted under the Plan will be subject to the terms, including the exercise price and the conditions and timing of exercise, not inconsistent with the Plan, determined by the Human Capital Committee and specified in the applicable award agreement. The maximum term of an option granted under the Plan will be ten years from the date of grant (or five years in the case of an ISO granted to a 10.0% shareholder).

The exercise price per share paid by a participant will be determined by the Human Capital Committee at the time of grant but will not be less than 100.0% of the fair market value of one share on the date the option is granted (or no less than 110.0% of such fair market value in the case of an ISO granted to an employee who is a 10.0% shareholder), with the exception of options granted as substitute awards. Payment in respect of the exercise of an option may be made in cash, except that the Human Capital Committee may, in its discretion, allow such payment to be made by surrender of unrestricted shares of our common stock (at their fair market value on the date of exercise), or by such other method as the committee may determine and that is permitted by law. The Human Capital Committee may, in its discretion and to the extent permitted by law, allow such payment to be made through a broker-assisted cashless exercise mechanism. In no event are dividends or dividend equivalents payable with respect to any option award.

54 ~~Energizer Holdings, Inc.~~ ~~2019 Proxy Statement~~

ADDITIONAL INFORMATION

~~SARs.~~ A SAR is a contractual right that allows a participant to receive, either in the form of cash, shares of our common stock or both, the appreciation, if any, in the value of one share of our common stock over a certain period of time. An option granted under the Plan may include SARs, either on the date of grant or, except in the case of an ISO, by subsequent amendment. The Human Capital Committee may also award SARs to a participant independent of the grant of an option. SARs granted in connection with an option will become exercisable, be transferable and will expire according to the same vesting schedule, transferability rules and expiration provisions as the corresponding option. If SARs are granted independent of an option, the SARs will become exercisable, be transferable and will expire in accordance with the vesting schedule, transferability rules and the expiration provisions established by the committee and reflected in the award agreement. In no event are dividends or dividend equivalents payable with respect to any SAR award.

~~Restricted Stock.~~ An award of restricted stock is a grant of shares subject to conditions and restrictions set by the Human Capital Committee. The grant or the vesting of an award of restricted stock may be conditioned upon service to us or our affiliates or upon the attainment of performance goals or other factors, as determined in the discretion of the committee. The Human Capital Committee may also, in its discretion, provide for the lapse of restrictions imposed upon an award of restricted stock. Holders of an award of restricted stock will have, with respect to the restricted stock granted, all of the rights of a shareholder, including the right to vote and to receive dividends; however, any dividends paid with respect to unvested shares will be withheld by the Company and only paid (without interest) to the participant if the underlying shares become vested.

~~Restricted Stock Units.~~ An award of RSUs is a grant valued in terms of our common stock. The Human Capital Committee establishes the terms, conditions and restrictions applicable to each award in an award agreement, including the time or times at which awards will be granted or vested and the number of “units” to be covered by each award; a “unit” represents one share of our common stock. To the extent provided in an award agreement, each unit awarded to a participant will be credited with an amount equal to the cash or stock dividends paid by the Company in respect of one share of our common stock (“dividend equivalents”). Dividend equivalents will be withheld by us for the participant’s account. Upon expiration of the vesting period with respect to any units covered by an award, we will deliver to the participant (i) one share of our common stock or, at the election of the Human Capital Committee, an amount in cash equal to the fair market value of that number of shares at the expiration of the period over which the units are to be earned with respect to which the vesting period has expired, and (ii) cash or shares of common stock equal to the dividend equivalents credited with respect to each unit. Interest will not be credited on any dividend equivalents withheld.

~~Stock Bonus Awards.~~ The Human Capital Committee may, in its discretion, grant an award of unrestricted shares of our common stock, including, without limitation, fully-vested deferred stock units, either alone or in tandem with other awards, under such terms and conditions as the committee in its sole discretion may decide. A stock bonus award will be granted as, or in payment of, a bonus, or to provide special incentives or recognize special achievements or contributions.

~~Cash Bonus Awards.~~ The Human Capital Committee may grant cash bonus awards. Any such award may be subject to a performance period, performance goals or such other terms and conditions as the committee, in its sole discretion, may decide.

~~Performance-Based Awards.~~ The Human Capital Committee may grant any award under the Plan in the form of a PSU (including a cash bonus award) by conditioning the vesting of the award on the satisfaction of one or more performance goals, including but not limited to: earnings per share, net earnings per share or growth in such measures, revenue, net revenue, income, net income or growth in revenue or income (all either before or after taxes), return measures (including, but not limited to, return on assets, capital, investment, equity, revenue or sales), cash flow return on investments which equals net cash flows divided by owners’ equity, controllable earnings (a division’s operating profit, excluding the amortization of goodwill and intangible assets, less a charge for the interest cost for the average working capital investment by the division), operating earnings or net operating earnings, costs or cost control measures, share price (including, but not limited to, growth measures), total shareholder return (stock price appreciation plus dividends), economic value added, EBITDA, operating margin or growth in operating margin, market share or growth in market share, cash flow, cash flow from operations, free cash flow, or growth in such measures, sales revenue or volume or growth in such measures, gross margin or growth in gross margin, productivity, brand contribution, product quality, corporate value measures, goals related to acquisitions, divestitures or customer satisfaction, diversity, index comparisons,~~debt-to-equity~~ or~~debt-to-stockholders’~~ equity ratio, working capital, risk mitigation, sustainability and environmental impact, employee retention, expense or expense control measures (including, but not limited to average unit cost, selling, general, and administrative expenses), and any other objective or subjective criterion or criteria that the committee may select from time to time.

~~Energizer Holdings, Inc.~~ ~~2019 Proxy Statement 55~~

Performance may be measured on an individual, corporate group, business unit, subsidiary, division, department, region, function, market, or consolidated basis and may be measured absolutely, relatively to our peers, or with a performance goal established by combining two or more performance goals. In establishing the performance goals, the committee may provide that the performance goals will be adjusted to account for the effects of acquisitions, divestitures, extraordinary dividends, stock~~split-ups,~~ stock dividends or distributions, issuances of any targeted stock, recapitalizations, warrants or rights issuances or combinations, exchanges or reclassifications with respect to any outstanding class or series of common stock, or a corporate transaction, any consolidation of the Company and another corporation into another corporation, any separation of the Company or its business units (including a spinoff or other distribution of stock or property by the Company), any reorganization of the Company or any partial or complete liquidation by the Company, or sale of all or substantially all of the assets of the Company, or exclusion of~~non-consolidated~~ subsidiaries, or measures intended to account for variations in the exchange rate between foreign currencies and budgeted exchange rates, or other extraordinary items, or any other event or circumstance the committee deems appropriate. The Human Capital Committee, in its discretion, may adjust any earned award.

~~Stock-Related Deferred Compensation~~

The Human Capital Committee may, in its discretion, permit the deferral of payment of an employee’s award in the form of either common stock or common stock equivalents (with each such equivalent corresponding to a share of our common stock), under such terms and conditions as it may prescribe in the award agreement or a separate election form, or pursuant to the terms of any deferred compensation plan under which such common stock equivalents may be granted. In addition, the committee may, in any fiscal year, provide for an additional matching deferral to be credited to an employee’s account under any such deferred compensation plan. The committee may also permit hypothetical account balances of other cash or mutual fund equivalents maintained pursuant to any such deferred compensation plan to be converted, at the discretion of the participant, into the form of common stock equivalents, or to permit common stock equivalents to be converted into account balances of such other cash or mutual fund equivalents, upon the terms set forth in such plans as well as such other terms and conditions as the committee may, in its discretion, determine. The Human Capital Committee may, in its discretion, determine whether any deferral in the form of common stock equivalents, including deferrals under the terms of any deferred compensation plan of ours, will be paid on distribution in the form of cash or in shares of our stock. Any such deferrals are intended to comply with Section 409A of the Code.

~~Annual Limits~~

~~The maximum number of shares of common stock that may be subject to options and/or SARs during any fiscal year may not exceed 1,000,000 shares.~~

~~The maximum number of shares of common stock that may be subject to performance-based awards granted to an individual during any fiscal year is limited to 1,000,000 shares (or the cash equivalent).~~

~~The maximum number of shares of common stock that may be subject to time-based awards granted to an individual during any fiscal year is limited to 1,000,000 shares (or the cash equivalent).~~

~~The maximum amount payable in any fiscal year to any participant pursuant to a cash bonus under our Plan is $10,000,000.~~

The maximum number of shares of common stock subject to awards granted during a single calendar year to any director, taken together with any cash fees paid during the calendar year, in respect of such director’s service as a member of our Board, shall not have an aggregate fair market value in excess of $1,000,000 (determined as of the date of grant).

~~Awards granted in a fiscal year but cancelled during that same year will continue to be applied against the annual limit for that year, despite cancellation.~~

~~Impact of Recapitalization~~

In the event of changes in the outstanding stock or capital structure of the Company (such as a stock split, recapitalization or other transactions or events as described in the Plan), awards granted under the Plan as well as the maximum number of shares of our common stock which may be delivered under the Plan or to any one individual, will be subject to adjustment or substitution, as determined by the Human Capital Committee in its sole discretion, as to the number, price or kind of a share of common stock or other consideration subject to such award, or as otherwise determined by the committee to be equitable.

56 ~~Energizer Holdings, Inc.~~ ~~2019 Proxy Statement~~

~~No Repricing~~

Other than in connection with equitable adjustments for certain corporate events or in connection with a change of control, the Plan prohibits the repricing of options, SARs or other stock-based awards granted under the Plan and the cash buyout of underwater options, SARs or other stock-based awards without shareholder approval.

~~Minimum Vesting~~

Except for director awards, awards settled in shares of our common stock must have a minimum vesting or exercise schedule of not less than one year, though the Human Capital Committee may grant awards of up to 5 percent of the shares authorized under the Plan with a shorter vesting or exercise period. This limitation does not preclude the Human Capital Committee from granting awards that vest or become exercisable earlier due to circumstances such as death, retirement, or involuntary termination of employment, or the achievement of performance objectives over a period of at least one year.

~~Change of Control~~

Awards held by a participant who is involuntarily terminated within 12 months following a change of control or who is terminated in contemplation of a change of control shall become fully vested and immediately exercisable, any restricted period will end at the time of such termination, and all incomplete performance periods will end on the date of such change of control. The Human Capital Committee will determine the extent to which performance goals with respect to an award have been met based upon such audited or unaudited financial information then available, as it deems relevant, cause to be paid to the applicable participant partial or full awards with respect to performance goals for each award based upon the committee’s determination of the degree of attainment of performance goals, and cause the award, if previously deferred, to be settled in full as soon as possible.

The Human Capital Committee may, in its discretion, cancel any outstanding vested award and pay the holder in cash and/or stock the value of the award based on the price per share of common stock received by other shareholders in connection with the change of control. The Plan further requires automatic vesting if a buyer of our business does not assume outstanding awards.

~~280G Modified Cutback.~~ In the event any payment or the value of any benefit received or to be received by a participant in connection with or contingent upon a change of control is determined, under Plan provisions, to be subject to an excise tax imposed by Section 4999, then we will reduce the aggregate amount of the payments payable to the participant so that no excise tax will be payable by the individual and the payments will not cease to be deductible by us by reason of Section 280G of the Code. However, we will not reduce the aggregate amount of the payments payable to the participant if the~~after-tax~~ ~~amount of the unreduced payments is greater than theafter-tax~~ ~~amount that would have been paid had we reduced the payments in accordance with the foregoing sentence.~~

~~Clawback,Non-Compete,~~ ~~and Hedging/Pledging Restrictions~~

~~Awards will be subject to:~~

~~Deduction and clawback pursuant to applicable laws, regulations, stock exchange listing requirements, and our Company policy.~~

~~Forfeiture if a participant engages in competition with the Company.~~

~~The Company’s hedging and pledging policy.~~

~~Transferability~~

Generally, each award may be exercised during the participant’s lifetime only by the participant or, if permissible under applicable law, by the participant’s guardian or legal representative, and such award may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by a participant other than by will or by the laws of descent and distribution.

~~Energizer Holdings, Inc.~~ ~~2019 Proxy Statement 57~~

The Human Capital Committee may, in its discretion, however, provide that awards granted under the Plan that are not ISOs may be transferred by a participant without consideration to certain “permitted transferees”, pursuant to the terms of the Plan and rules adopted by the committee.

~~Amendment~~

Our Board may amend, suspend, or terminate the Plan or any portion thereof at any time. No such action may be taken, however, without shareholder approval if such approval is necessary to comply with any regulatory requirement and no such action that would impair any rights under any previous award will be effective without the consent of the person to whom such award was made. In addition, the Human Capital Committee is authorized to amend the terms of any award granted under the Plan if the amendment would not impair the rights of any participant without his or her consent.

~~U.S. Federal Income Tax Consequences~~

The following is a general summary of the material U.S. federal income tax consequences of the grant, exercise and vesting of awards under the Plan and the disposition of shares acquired pursuant to the exercise or settlement of such awards and is intended to reflect the current provisions of the Code and the regulations thereunder. This summary is not intended to be a complete statement of applicable law, nor does it address foreign, state, local and payroll tax considerations. Moreover, the U.S. federal income tax consequences to any particular participant may differ from those described herein by reason of, among other things, the particular circumstances of such participant.

~~Options.~~ The Code requires that, for treatment of an option as a qualified option (ISO), shares of our common stock acquired through the exercise of a qualified option cannot be disposed of before the later of (i) two years from the date of grant of the option, or (ii) one year from the date of exercise. Holders of qualified options will generally incur no federal income tax liability at the time of grant or upon exercise of those options. However, the spread at exercise will be an “item of tax preference,” which may give rise to “alternative minimum tax” liability for the taxable year in which the exercise occurs. If the holder does not dispose of the shares before two years following the date of grant and one year following the date of exercise, the difference between the exercise price and the amount realized upon disposition of the shares will constitute long-term capital gain or loss, as the case may be. Assuming both holding periods are satisfied, no deduction will be allowed to us for federal income tax purposes in connection with the grant or exercise of the qualified option. If, within two years following the date of grant or within one year following the date of exercise, the holder of shares acquired through the exercise of a qualified option disposes of those shares, the participant will generally realize taxable compensation at the time of such disposition equal to the difference between the exercise price and the lesser of the fair market value of the share on the date of exercise or the amount realized on the subsequent disposition of the shares, and that amount will generally be deductible by us for federal income tax purposes, subject to the possible limitations on deductibility under Sections 280G and 162(m) of the Code for compensation paid to executives designated in those Sections. Finally, if an otherwise qualified option becomes first exercisable in any one year for shares having an aggregate value in excess of $100,000 (based on the grant date value), the portion of the qualified option in respect of those excess shares will be treated as a nonqualified stock option for federal income tax purposes. No income will be realized by a participant upon grant of a nonqualified stock option. Upon the exercise of a nonqualified stock option, the participant will recognize ordinary compensation income in an amount equal to the excess, if any, of the fair market value of the underlying exercised shares over the option exercise price paid at the time of exercise, and the participant’s tax basis will equal the sum of the compensation income recognized and the exercise price. We will be able to deduct this same amount for U.S. federal income tax purposes, but such deduction may be limited under Sections 280G and 162(m) of the Code for compensation paid to certain executives designated in those Sections. In the event of a sale of shares received upon the exercise of a nonqualified stock option, any appreciation or depreciation after the exercise date generally will be taxed as capital gain or loss and will be long-term gain or loss if the holding period for such shares is more than one year.

~~SARs.~~ No income will be realized by a participant upon grant of a SAR. Upon the exercise of a SAR, the participant will recognize ordinary compensation income in an amount equal to the fair market value of the payment received in respect of the SAR. We will be able to deduct this same amount for U.S. federal income tax purposes, but such deduction may be limited under Sections 280G and 162(m) of the Code for compensation paid to certain executives designated in those Sections.

58 ~~Energizer Holdings, Inc.~~ ~~2019 Proxy Statement~~

~~Restricted Stock.~~ A participant will not be subject to tax upon the grant of an award of restricted stock unless the participant otherwise elects to be taxed at the time of grant pursuant to Section 83(b) of the Code. On the date an award of restricted stock becomes transferable or is no longer subject to a substantial risk of forfeiture, the participant will have taxable compensation equal to the difference between the fair market value of the shares on that date over the amount the participant paid for such shares, if any, unless the participant made an election under Section 83(b) of the Code to be taxed at the time of grant. If the participant made an election under Section 83(b), the participant will have taxable compensation at the time of grant equal to the difference between the fair market value of the shares on the date of grant over the amount the participant paid for such shares, if any. If the election is made, the participant will not be allowed a deduction for the value of any shares which may be subsequently forfeited. Special rules apply to the receipt and disposition of restricted shares received by officers and directors who are subject to Section 16(b) of the Exchange Act. We will be able to deduct, at the same time as it is recognized by the participant, the amount of taxable compensation to the participant for U.S. federal income tax purposes, but such deduction may be limited under Sections 280G and 162(m) of the Code for compensation paid to certain executives designated in those Sections.

~~Restricted Stock Units.~~ A participant will not be subject to tax upon the grant of RSUs. Rather, upon the delivery of shares or cash pursuant to the award, the participant will have taxable compensation equal to the fair market value of the number of shares (or the amount of cash) the participant actually receives with respect to the award. We will be able to deduct the amount of taxable compensation to the participant for U.S. federal income tax purposes, but the deduction may be limited under Sections 280G and 162(m) of the Code for compensation paid to certain executives designated in those Sections.

~~Stock Bonus Awards.~~ A participant will have taxable compensation equal to the difference between the fair market value of the shares on the date the award is made over the amount the participant paid for such shares, if any. We will be able to deduct, at the same time as it is recognized by the participant, the amount of taxable compensation to the participant for U.S. federal income tax purposes, but such deduction may be limited under Sections 280G and 162(m) of the Code for compensation paid to certain executives designated in those Sections.

~~Cash Bonus Awards.~~ A participant will have taxable compensation at the time a cash bonus is earned and paid. We will be able to deduct the amount of taxable compensation to the participant for U.S. federal income tax purposes, but the deduction may be limited under Sections 280G and 162(m) of the Code for compensation paid to certain executives designated in those Sections.

~~New Plan Benefits~~

It is not possible at this time to determine the benefits that will be received by executive officers, by other employees or by outside directors under the Plan if the Plan is approved by the shareholders. Such benefits will depend on future actions of the Human Capital Committee or the Board, the fair market value of our common stock at various future dates, the extent to which performance goals set by the committee are met, and/or the individual performance of the particular executive officer or employee.

~~Energizer Holdings, Inc.~~ ~~2019 Proxy Statement 59~~

~~EQUITY COMPENSATION PLAN INFORMATION~~

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

1,233,054

N/A

3,215,308
Equity compensation plans not approved by security holders

None

N/A

None
Total

1,233,054

N/A

3,215,308

~~(1)~~

The number of securities to be issued upon exercise of outstanding options, warrants and rights shown above, as of September 30, 2019, includes 1,233,054 restricted stock equivalents which have been granted under the terms of the 2015 Plan (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 1,863,214. As of November 25, 2019, of the outstanding stock equivalents granted, approximately 574,000 have vested and converted into outstanding shares of our common stock. An additional 521,000 restricted stock equivalents have been granted, including 206,000 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 2015 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 1,954,988.

60 ~~Energizer Holdings, Inc.~~ ~~2019 Proxy Statement~~

~~Additional Information~~

STOCK OWNERSHIP INFORMATION

Five Percent Owners of Common Stock

The following table shows, as of November ~~29, 2019,~~30, 2021, 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

5,611,039

(2)

9.36

%

BlackRock, Inc.
55 East 52^nd Street, New York, NY 10055

5,384,274

(3)

9.0

%

Spectrum Brands Holdings, Inc.
3001 Deming Way, Middleton, WI 53562

5,278,921

(4)

8.1

%

J.P. Morgan Chase & Co.
270 Park Avenue, New York, NY 10017

4,754,685

(5)

7.9

%

Ceredex Value Advisors, LLC
301 E. Pine St., Suite 500, Orlando, FL 32801

4,016,377

(6)

6.71

%

Aqua Capital, Ltd
Wickhams Cay 1
Vanterpool Plaza, 2^nd Floor
Road Town, Tortola D8, British Virgin Islands

3,460,000

(7)

5.02

%

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percent of Class Outstanding (1)
FMR LLC 245 Summer Street Boston, Massachusetts 02210	7,600,121(2)	11.1%
BlackRock, Inc. 55 East 52^nd 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, 2^nd Floor Road Town, Tortola D8, British Virgin Islands	4,200,000(6)	6.1%

(1)	On November ~~29, 2019,~~30, 2021, there were ~~69,241,715~~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 ~~11, 2019, The Vanguard Group~~8, 2021, FMR LLC and related entities reported as of December 31, ~~2018,~~2020, sole voting power over ~~30,751 of such shares, shared voting power over 8,364, sole dispositive power over 5,577,540~~478,736 of such shares and ~~shared dispositive~~sole power to dispose or direct the disposition of over ~~33,499~~7,600,121 of such shares.

(3)

As reported in a statement on Schedule 13G/A filed with the SEC on ~~February 4, 2019,~~July 12, 2021, BlackRock, Inc. and related entities reported, as of ~~December 31, 2018,~~June 30, 2021, sole voting power over ~~5,143,406 of~~7,105,198of such shares and sole dispositive power over ~~5,384,274 of~~7,192,101of such shares.

(4)	As reported in a statement on Schedule 13G filed with the SEC on February 7, 2019, Spectrum Brands Holdings, Inc. and related entities reported, as of January 28, 2019, shared voting power over 5,278,921 of such shares and shared dispositive power over 5,278,921 of such shares.

~~(5)~~

As reported in a statement on Schedule 13G/A filed with the SEC on January ~~24, 2019,~~22, 2021, J.P. Morgan Chase & Co. and related entities reported, as of December 31, ~~2018,~~2020, sole voting power over 4,644,248 of such shares, shared voting power over 24 of such shares, sole dispositive power over 4,754,661 of such shares and shared power to dispose or to direct the disposition over 24 of such shares.

~~(6)~~

As reported in a statement on Schedule 13G filed with the SEC on February 5, 2019, Ceredex Value Advisors, LLC. and related entities reported, as of December 31, 2018, sole voting power over 3,406,5776,349,757 of such shares and sole dispositive power over ~~3,406,577~~6,474,043 of such shares.

~~(7)~~(5)

As reported in a statement on Schedule ~~13G~~13G/A filed with the SEC on ~~October 11, 2019,~~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 ~~October 8, 2019,~~December 31, 2020, shared voting power over ~~3,460,000~~4,200,000 of such shares and shared dispositive power over ~~3,460,000~~4,200,000 of such shares.

54 Energizer Holdings, Inc. 2021 Proxy Statement

TABLE OF CONTENTS

Ownership of Directors and Executive Officers

The table below contains information regarding beneficial common stock ownership of directors, nominees, current executive officers and certain former executive officers as of November ~~29, 2019.~~30, 2021. It does not reflect any changes in ownership that may have occurred after that date.

~~Energizer Holdings, Inc.~~ ~~2019 Proxy Statement 61~~

In general, “beneficial ownership” includes those shares a director or executive officer has the power to vote or transfer, as well as shares owned by immediate family members that reside with the director or executive officer. Unless otherwise indicated, directors, nominees and executive officers 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. The table also indicates shares that may be obtained within 60 days upon the ~~exercise of options, or upon the~~ conversion of vested stock equivalents into shares of common stock.

Directors and Executive Officers

Shares Beneficially
Owned

Stock Equivalents
held in the
Deferred
Compensation
Plan

% of Shares
Outstanding
(A)
(*denotes
less than 1%)

Carlos Abrams-Rivera

0

0

*
Bill G. Armstrong

28,145
(C)

48,892

*
Cynthia J. Brinkley

15,909
(C)

4,015

*
Rebecca C. Frankiewicz

0

0

*
Alan R. Hoskins

385,179
(C)

0

*
Kevin J. Hunt

15,909
(C)

0

*
James C. Johnson

18,801
(C)

179

*
John E. Klein

33,241
(C)

22,311

*
W. Patrick McGinnis

39,862
(C)

17,866

*
Patrick J. Moore

15,909
(C)

0

*
J. Patrick Mulcahy

569,399
(B)(C)

107,134

*
Nneka L. Rimmer

3,206
(C)

0

*
Robert V. Vitale

23,944
(C)

5,020

*
Emily K. Boss

42,431
(C)

0

*
Timothy W. Gorman

63,727
(C)

0

*
Gregory T. Kinder

61,703
(C)

0

*
Mark S. LaVigne

106,084
(C)

0

*
All Executive Officers and Directors as a Group (20 persons)

1,465,781
(C)

205,417

2.4
%

Directors and Executive Officers	Shares Beneficially Owned	Stock Equivalents held in the Deferred Compensation Plan	% of Shares Outstanding (A) (*denotes less than 1%)
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 ~~29, 2019,~~30, 2021, equivalents that vest within 60 days, or upon retirement, and the number of stock equivalents held in the deferred compensation plan.

(B)	~~Mr. Mulcahy disclaims beneficial ownership of 12,500 shares of common stock owned by his wife and 111 shares owned by his stepdaughter.~~

~~(C)~~

Includes vested stock equivalents ~~which~~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, ~~16,341; Mr. Klein, 22,941;~~21,788; Mr. Moore, ~~13,449; Mr. Mulcahy, 20,508~~18,896; and Mr. ~~Vitale, 3,259.~~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, ~~2,460;~~3,433; Ms. Brinkley, ~~2,460;~~3,433; Ms. Frankiewicz, 3,433; Mr. Gorman,14,779; Mr. Hoskins, ~~41,703;~~32,083; Mr. Hunt, ~~2,460;~~3,433; Mr. Johnson, ~~2,460; Mr. Klein, 2,460; Mr. McGinnis, 2,460~~3,433; Mr. Moore, ~~2,460;~~3,433; Mr. ~~Mulcahy, 2,460;~~Mulligan, 2,249; Ms. Rimmer, ~~2,460~~3,433 and Mr. Vitale ~~2,460; Mr. LaVigne, 6,880; Mr. Gorman, 1,164; Mr. Kinder, 2,328; Ms. Boss, 2,328 and all other executive officers, 2,328.~~

3,433.

Energizer Holdings, Inc. 2021 Proxy Statement 55

TABLE OF CONTENTS

DELINQUENT SECTION ~~16(a)~~16(A) REPORTS

Section 16(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) requires our directors, executive officers, and anyone ~~holding~~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 ~~2019~~2021 all reporting persons filed the required reports on a timely basis under Section 16(a).


62 56 Energizer Holdings, Inc. ~~2019~~2021 Proxy Statement

TABLE OF CONTENTS

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Our Board has adopted a written policy regarding the review and approval ~~or ratification~~ 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 ~~reviewing~~the review and ~~approving, or ratifying,~~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 bepre-approved, even if the aggregate amount involved might exceed $100,000:

Officer or director compensation ~~which~~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;

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 ~~2019,~~2021, there were no transactions with executive officers, directors or their immediate family members ~~which were in an amount in excess of $100,000, and in which any such person had a direct or indirect material interest.~~

~~Transactions Related to the Acquisitions~~

Following the completion of the Acquisitions, the Company and Spectrum entered into transition service agreements (“TSAs”) and reverse TSAs. Under the agreements, the Company and Spectrum will provide each other certain specified back office support services on a transitional basis, including among other things, payroll and other human resource services, information systems as well as accounting support.

During the twelve months ended September 30, 2019, the Company paid $0.2 million to Spectrum related to rent for office space at their Middleton, Wisconsin headquarters. In addition, for the twelve months ended September 30, 2019, the Company incurred expense payable to Spectrum of $16.3 millionrequiring disclosure under ~~the TSAs and Spectrum incurred obligations payable to the Company of $1.4 million under the reverse TSAs.~~

The Company also entered into a supply agreement with Spectrum, ancillary to the acquisition of the Acquired Auto Care Business that became effective upon the consummation of the acquisition. The supply agreement resulted in expense to the Company of $9.8 million for the twelve months ended September 30, 2019 related to these purchases.

On January 28, 2019, in connection with the closing of acquisition of the Acquired Auto Care Business, the Company entered into a Shareholder Agreement (the “Shareholder Agreement”) with Spectrum. The Shareholder Agreement includes, among other things, a 24-month standstill provision from the closing date, registration rights and certain restrictions on Spectrum’s ability to transfer any of the Company’s common stock or other equity securities, or engage in certain hedging transactions, subject to certain exceptions and limitations contained in the Shareholders Agreement, and certain repurchase rights of the Company. In addition, subject to certain limitations and qualifications contained in the Shareholder Agreement, for a period of 18 months following the closing date, Spectrum will be required to vote in favor of the Board’s director nominees and in accordance with the Board’s recommendations identified on the Company’s proxy or information statement on all other matters at any meeting of the Company’s shareholders, including the Annual Meeting.

“Additional information can be found in “Note 21, Related Party Transactions” of the Notes to Consolidated Financial Statements of our Annual Report on Form 10-K for year ended September 30, 2019.

applicable SEC rules.


		Energizer Holdings, Inc. ~~2019~~2021 Proxy Statement 63 57

TABLE OF CONTENTS

VOTING PROCEDURES

Availability 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 ~~17, 2019,~~15, 2021, 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 Vote

Record holders of Energizer Holdings, Inc. common stock on November ~~29, 2019~~30, 2021 (the “Record Date”), may vote at the meeting. On ~~November 29, 2019,~~the Record Date, there were ~~69,241,715~~66,543,726 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 meeting

Energizer will be hosting the Annual Shareholders’ Meeting ~~in Person~~

~~You are entitled~~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 ~~only if~~by visiting www.virtualshareholdermeeting.com/ENR2022

We encourage you ~~were a shareholder as~~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

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 ~~close of business on November 29, 2019,~~Annual Shareholders’ Meeting

If I am unable to attend the ~~record date, or hold a valid proxy for~~virtual Annual Meeting, can I listen to the ~~meeting. In order~~Annual Meeting by telephone?

Yes. Shareholders unable to access the Annual Shareholders’ Meeting online will be ~~admitted~~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 ~~must~~will not be considered present ~~proof of ownership of Energizer stock~~at the Annual Shareholders’ Meeting and will not be able to vote unless you also attend the Annual Shareholders’ Meeting online.

What if I 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?

You can submit questions in writing on the ~~record date. This can~~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 ~~any of~~grouped and answered once to avoid repetition. Guidelines for submitting written questions during the ~~following:~~

~~A brokerage statement or letter from a bank or broker indicating ownership on November 29, 2019~~

~~The Notice of Internet Availability of Proxy Materials~~

~~A printout of the proxy distribution email (if you received your materials electronically)~~

~~A proxy card~~

~~A voting instruction form~~

~~A legal proxy provided by your broker, bank, or nominee~~

~~Shareholders and proxy holders must also present a form of photo identification such as a driver’s license. We~~meeting will be ~~unable to admit anyone who does not present identification or refuses to comply with our security procedures.~~available in the rules of conduct for the Annual Shareholders’ Meeting.

58 Energizer Holdings, Inc. 2021 Proxy Statement

TABLE OF CONTENTS

How 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 calling1-800-690-6903 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 atwww.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.

~~Written Ballot~~		~~You can vote by submitting a written ballot at~~ During the Annual Shareholders’ ~~Meeting.~~ Meeting, you can vote, using the Control Number we have provided to you.

64 ~~Energizer Holdings, Inc.~~ ~~2019 Proxy Statement~~

Vote Required; Effect of Abstentions and BrokerNon-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~~

Votes Required for Approval

~~Abstentions~~

Abstentions

Uninstructed Shares

Election of Directors

Majority of Voting ~~Power(1)~~

Power (1)

Vote Against

Not Voted/No Effect

Ratification of Appointment of Independent Auditor

Majority of Voting ~~Power(1)~~

Power (1)

Vote Against

Discretionary Vote

Advisory,Non-Binding Vote to Approve Executive Compensation

Majority of Voting ~~Power(1)~~

Power (1)

Vote Against

Not Voted/No Effect

4. ~~Approval~~

Advisory, Non-Binding Vote to Approve Frequency of ~~Omnibus Incentive Plan~~

Future Votes to Approve Executive Compensation

~~Majority of Voting Power(1)(2)~~

Frequency Receiving Highest

Vote Total (2)

~~Vote Against~~

Not

Voted/No

Effect

Not Voted/No Effect

(1)	“Majority of Voting Power” in table relates to shares ~~present in person or~~ represented ~~by proxy,~~ and entitled to vote on the proposal.

(2)	~~In addition, NYSE rules require approval~~The frequency receiving the highest vote total will be considered the frequency preferred by ~~a majority of the votes cast.~~ shareholders.

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 ~~in person~~ at our Annual Shareholders’ Meeting (however, attending the meeting without voting will not revoke a proxy).

Solicitation 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. ~~Georgeson,~~Morrow Sodali LLC may solicit proxies for a fee of ~~$7,500~~$10,000 plus expenses. These solicitations may be made personally or by mail, facsimile, 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

TABLE OF CONTENTS

HOUSEHOLDING

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 unless contrary instructions~~address. If a shareholder would like to receive separate copies of proxy materials that have been ~~received from an affected shareholder.~~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., at866-741-8213, 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.

~~Energizer Holdings, Inc.~~ ~~2019 Proxy Statement 65~~

OTHER BUSINESS

The Board does not intend to bring any other business before the Annual Shareholders’ ~~Meeting,~~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 bylaws 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 ~~2021~~the 2023 Annual Shareholders’ ~~Meeting~~Meeting.”.

SHAREHOLDER PROPOSALS FOR THE ~~2021~~2023 ANNUAL SHAREHOLDERS’ MEETING

Any proposals to be presented at the ~~2021~~2023 Annual Shareholders’ Meeting must be received by the Company, directed to the attention of the Corporate Secretary, no later than August ~~19, 2020~~17, 2022, in order to be included in the Company’s Proxy Statement and form of proxy for that meeting under Rule14a-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.

In order for a shareholder to nominate a candidate for director, present a proposal or bring other business before the shareholders under our 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 ~~2021~~2023 Annual Shareholders’ Meeting, the notice would have to be received ~~between September 29, 2020~~on or after October 3, 2022, and ~~October 29, 2020. However, in the event that the date of the 2021 Annual Shareholders’ Meeting is more than 30 days~~on or before or more than 60 days after the first anniversary of the 2021 Annual Shareholders’ Meeting, notice must be received no earlier than the 120th day prior to the date of the 2021 Annual Shareholders’ Meeting and not later than the close of business on the later of the 90th day prior to the date of the 2021 Annual Shareholders’ Meeting, or the seventh day following the day on which notice of the date of the meeting was mailed or on which public notice of the meeting was given.November 2, 2022. The notice of nomination must include, as to each person whom the shareholder proposes to nominate for election, information required by our 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 Energizer Holdings, Inc. 2021 Proxy Statement

TABLE OF CONTENTS

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.

66 ~~Energizer Holdings, Inc.~~ ~~2019 Proxy Statement~~

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

~~The Company~~

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 orthese 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 Form10-K filed with the Securities and Exchange Commission on November ~~19, 2019: (1)~~16, 2021, and the Company’s other filings with the SEC 1) market and economic conditions; (2) market trends 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 on 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; (4) our ability to integrate businesses, to realize the projected results of ~~acquisitions of~~ the Acquired Businesses (defined below) (the “Acquisitions”), including our ability to promptly and effectively integrate the global battery, portable lighting and power business (the “Acquired Battery Business”) and the global auto care business (the “Acquired Auto Care Business” or “GAC”, and together with the Acquired Battery Business, the “Acquired Businesses”) acquired ~~from Spectrum Brands Holdings, Inc. (“Spectrum”);~~businesses, and to obtain expected cost savings, synergies and other anticipated benefits of the ~~Acquisitions~~acquired businesses within the expected timeframe, or at all; ~~(4)~~(5) the impact of the ~~acquisitions of the Acquired Businesses~~acquired businesses on our business operations; ~~(5) our ability to close the divestiture of the Europe-based Varta~~^® ~~consumer battery, chargers, portable power and portable lighting business which serves the Europe, the Middle East and Africa markets (the “Varta Divestment Business”);~~ (6) the success of new products and the ability to continually develop and market new products; (7) our ability to attract, retain and improve distribution with key customers; (8) our ability to continue planned advertising and other promotional spending; (9) our ability to timely execute strategic initiatives, including restructurings, and internationalgo-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 ~~colleagues,~~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; ~~(15) the risk of economic uncertainty associated with the pending exit of the United Kingdom from the European Union or any other similar referendums that may be held;~~ (16) the impact of adverse or unexpected weather conditions; (17) uncertainty from the expected discontinuance of LIBOR and the transition to any other interest rate benchmark; (18) the impact of raw materials and other commodity costs; (19) the impact of legislative changes or regulatory determinations or changes by federal, state and local, and foreign authorities, including customs and tariff determinations, as well as the impact of 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 and other litigation; and (22) compliance with debt covenants and maintenance of credit ratings as well as the impact of interest and principal repayment of our existing and any future debt.

The information contained herein is preliminary and based on Company data available at the time of ~~the earnings presentation.~~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.


		Energizer Holdings, Inc. ~~2019~~2021 Proxy Statement 67 61

TABLE OF CONTENTS

APPENDIX A

RECONCILIATION OFNON-GAAP FINANCIAL MEASURES

The Company reports its financial results in accordance with accounting principles generally accepted in the U.S. (“GAAP”). However, management believes that certainnon-GAAP financial measures provide users with additional meaningful Comparisons to the corresponding historical or future period. Thesenon-GAAP financial measures exclude items that management believes are not reflective of the Company’son-going operating performance, such as acquisition and integration costs, an acquisition earn out, loss on extinguishment of debt, settlement loss on pension plan terminations ~~gain on sale~~and the one-time impact of ~~real estate, restructuring activities, costs related to the spin,~~Tax structuring, Coronavirus Aid, Relief and ~~income~~Economic Security (CARES) Act and 2017 Tax Cuts and Jobs Act (2017 tax ~~adjustments.~~reform). These measures help investors to see year over year comparability when excluding currency fluctuations, acquisition activity as well as other company initiatives that are noton-going. We believe thesenon-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 considernon-GAAP measures in addition to, not as a substitute for, or superior to, the comparable GAAP measures. In addition, thesenon-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 followingnon-GAAP measures and calculations, as well as the corresponding reconciliation to the closest GAAP measure.

Adjusted ~~EBITDA~~Earnings Per Share (EPS) excludes the impact of the costs related to acquisition and integration, an acquisition earn out, the loss on extinguishment of debt, the prior year settlement loss on pension plan termination, ~~gain~~and the one-time impact of Tax restructuring, the CARES Act and 2017 tax reform.

Adjusted Selling, General & administrative expenses (SG&A) excludes the impact of the costs related to acquisition and integration and an acquisition earn out.

Adjusted Operating Profit excludes the impact of the costs related to acquisition and integration, an acquisition earn out Loss on ~~sale~~extinguishment of ~~real estate,~~debt, Interest expense and ~~share based payments.~~

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.

~~Adjusted Gross Margin excludes any charges related to restructuring, spin activities, acquisition and integration or purchase accounting associated with inventory step up charges.~~

Organic revenue is the non-GAAP financial measurement of the change in revenue that excludes or otherwise adjusts for the impact of acquisitions, operations in Argentina and Venezuela, execution of our international go-to-market strategies and the impact of currency from the changes in foreign currency exchange rates.

We are unable to provide a reconciliation to the FY2022 projected Adjusted EBITDA, Adjusted Free Cash Flow and Adjusted Gross Margin due to the timing of acquisition and integration charges which are out of the Company’s control and/or cannot be reasonably predicted Without unreasonable effort.

FY 16

FY 17

FY 18

FY 19

Free Cash Flow (in millions)

Net Cash from Operating Activities

$
193.9

$
197.2

$
228.7

$
142.1

Capital Expenditures

(28.7
)

(25.2
)

(24.2
)

(55.1
)
Proceeds from Sales of Assets

1.5

27.2

6.1

0.2

Free Cash Flow — Subtotal

$
166.7

$
199.2

$
210.6

$
87.2

Acquisition and Integration Related Payments

5.6

4.3

27.2

159.2

Integration Related Capital Expenditures

—

—

—

9.8

Adjusted Free Cash Flow
$ 172.3 $ 203.5 $ 237.8 $ 256.2

~~Energizer Holdings, Inc.~~ ~~2019 Proxy Statement A-1~~

FY 16

FY 17

FY 18

FY 19

Reported GAAP Diluted EPS

$
2.04


$
3.22


$
1.52


$
0.78

Acquisition and integration costs


0.22



0.06



1.00



2.06

Acquisition withholding tax


—



—



0.10



—

Settlement on pension plan terminations


—



—



0.17



0.05

Gain on sale of real estate


—



(0.26
)


(0.06
)


—

Restructuring


0.05



—



—



—

Spin


0.11



—



—



—

Spin restructuring


0.07



(0.04
)


—



—

Income tax adjustments


(0.18
)


—



—



—

One-time impact of the new U.S. Tax Legislation


—



—



0.64



(0.01
)
Impact for Diluted Share Calculation (1)


—



—



—



0.12
AdjustedNon-GAAP Diluted EPS

$
2.31


$
2.98


$
3.37


$
3.00









Adjusted Weighted average shares — Diluted (1)


62.5



62.6



61.4



72.0

Adjusted Diluted Earnings Per Share (EPS)	FY19	FY20	FY21
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.

FY 16

FY 17

FY 18

FY 19

Net Sales (in millions)

$
1,634.2

$
1,755.7

$
1,797.7

$
2,494.5

Reported SG&A (in millions)

361.4

361.3

421.7

515.7

Acquisition and integration costs

10.0

4.0

62.9

82.3

Spin

10.0

—

—

—

Adjusted SG&A

341.4

357.3

358.8

433.4

Adjusted SG&A as a % of Net Sales

20.9
%

20.4
%

20.0
%

17.4
%

FY 16

FY 17

FY 18

FY 19

Earnings before income taxes (in millions)

$
165.7


$
273.3


$
175.2


$
73.1

Other items, net


(9.1
)


(5.0
)


(6.6
)


(14.3
)
Interest expense


54.3



53.1



98.4



226.0

Gain on sale of real estate


—



(16.9
)


(4.6
)


—

Restructuring


2.5



—



—



—

Spin Restructuring


5.8



(3.8
)


—



—

Acquisition and integration costs (in SG&A, COGS and R&D)


18.1



5.1



63.1



142.1

Spin-Off (in SG&A and COGS)


10.4



—


Restructuring (in COGS)


2.4



—



—



—









Adjusted Operating Profit


250.1



305.8



325.5



426.9

~~A-2~~ ~~Energizer Holdings, Inc.~~ ~~2019 Proxy Statement~~

FY 16

FY 17

FY 18

FY 19

Net Earnings (in millions)

$
127.7


$
201.5


$
93.5


$
64.7

Income tax provision


38.0



71.8



81.7



8.4









Earnings before taxes

$
165.7


$
273.3


$
175.2


$
73.1

Interest expense


54.3



53.1



98.4



226.0

Depreciation and Amortization


34.3



50.2



45.1



92.8









EBITDA

$
254.3


$
376.6


$
318.7


$
391.9

Restructuring


4.9



—



—



—

Spin-Off Costs


10.4



—



—



—

Spin-Off Restructuring


5.8



(3.8
)


—



—

Gain on Sale of Real Estate


—



(16.9
)


(4.6
)


—

Acquisition and Integration Costs


10.0



8.4



42.7



122.8

Settlement loss on Pension Plan Terminations


—



—



14.1



3.7

Share-Based Payments


20.4



24.3



28.2



27.1









Adjusted EBITDA

$
314.0


$
388.6


$
399.1


$
545.5

FY 2016
% Chg
FY 2017
% Chg
FY 2018
% Chg
FY 2019
% Chg
Net Sales — Prior Year (in millions)
$
1,631.6
$
1,634.2
$
1,755.7
$
1,797.7
Organic

49.8

3.1
%

49.9

3.1
%

22.5

1.3
%

73.4

4.1
%
Impact of Battery Acquisition

—

0.0
%

—

0.0
%

—

0.0
%

338.9

18.9
%
Impact of Auto Care Acquisition

—

0.0
%

—

0.0
%

—

0.0
%

315.8

17.6
%
Impact of Nu Finish Acquisition

—

0.0
%

—

0.0
%

2.3

0.1
%

5.9

0.3
%
Impact of 2016 Auto Care Acquisition

32.3

2.0
%

83.1

5.1
%

—

0.0
%

—

0.0
%
Change in Argentina Operations

(3.5
)

-0.2
%

2.6

0.2
%

(1.9
)

-0.1
%

(4.5
)

-0.3
%
Change in Venezuela Operations

(8.5
)

-0.5
%

—

0.0
%

—

0.0
%

—

0.0
%
International go to market

(14.7
)

-0.9
%

—

0.0
%

—

0.0
%

—

0.0
%
Impact of Currency

(52.8
)

-3.3
%

(14.1
)

-1.0
%

19.1

1.1
%

(32.7
)

-1.8
%

Net Sales — Current Year
$
1,634.2

0.2
%
$
1,755.7

7.4
%
$
1,797.7

2.4
%
$
2,494.5

38.8
%

~~Energizer Holdings, Inc.~~ ~~2019 Proxy Statement A-3~~

~~OMNIBUS INCENTIVE PLAN~~

~~Energizer Holdings, Inc.~~

~~Omnibus Incentive Plan~~

~~I. General Provisions~~

A.~~Purpose of the Plan~~

~~The purpose of the Energizer Holdings, Inc. Omnibus Incentive Plan (the “~~~~Plan~~”) is to enhance the profitability and value of the Company for the benefit of its shareholders by providing for incentive compensation award opportunities to attract, retain and motivate officers, other key employees and~~non-employee~~ ~~directors who make important contributions to the success of the Company.~~

~~This Plan document is an omnibus document which includes, in addition to the Plan, separatesub-plans~~ (“~~Sub Plans~~”) that permit offerings of grants to employees of certain foreign subsidiaries. Offerings under the Sub Plans may be made in particular locations outside the United States of America and shall comply with local laws applicable to offerings in such foreign jurisdictions. The Plan shall be a separate and independent plan from the Sub Plans, but the total number of shares of Stock authorized to be issued under the Plan applies in the aggregate to both the Plan and the Sub Plans.

~~The Plan replaces and supersedes the Energizer Holdings, Inc. Equity Incentive Plan (the “~~~~Prior Plan~~”) and is effective upon the date approved by the Company’s stockholders. Upon approval of the Plan by the Company’s stockholders, no new awards shall be made under the Prior Plan, although outstanding awards previously made under the Prior Plan shall continue to be governed by the terms of the Prior Plan. Shares of Common Stock that are (i) subject to outstanding awards under the Prior Plan that expire, are forfeited or otherwise terminate unexercised or (ii) available for award under the Prior Plan as of November 29, 2019, may be subjected to new Awards under the Plan, as provided in Section I.D.

B.~~Definitions of Terms as Used in the Plan~~

“~~Affiliate~~” shall mean any entity in an unbroken chain of entities beginning with the Company if, at the time of the granting of an Award, each of the entities other than the last entity in the unbroken chain owns stock (or beneficial ownership for~~non-corporate~~ ~~entities) possessing 50 percent or more of the total combined voting power of all classes of stock (or beneficial ownership fornon-corporate~~ ~~entities) in one of the other entities in such chain.~~

“~~Award~~” shall mean an Option, a Stock Appreciation Right, a Cash Bonus Award, or any Other Stock Award granted under the terms of the Plan, which shall include such agreements, including but not limited to,~~non-competition~~ ~~provisions, as determined in the sole discretion of the Committee.~~

“~~Award Agreement~~~~” shall mean the written or electronic document(s) evidencing an Award granted under the Plan.~~

“~~Board~~~~” shall mean the Board of Directors of the Company.~~

“~~Cash Bonus Award~~~~” shall mean an Award of a cash bonus pursuant to Section V.~~

“~~Change of Control~~” shall mean either of the following, provided that the following constitutes a “change in the ownership” or a “change in the effective control” of the Company or a “change in the ownership of a substantial portion of the Company’s assets” within the meaning of Code Section 409A:

(i) The acquisition by one person, or more than one person acting as a group, of ownership of stock (including Common Stock) of the Company that, together with stock held by such person or group, constitutes more than 50% of the total fair market value or total voting power of the stock of the Company. Notwithstanding the above, if any person or more than one person acting as a group, is considered to own more than 50% of the total fair market value or total voting power of the stock of the Company, the acquisition of additional stock by the same person or persons will not constitute a Change of Control; or

~~(ii) A majority of the members of the Company’s Board of Directors is replaced during any12-month~~ ~~period by directors whose appointment or election is not endorsed by a majority of the members of the Company’s Board of Directors before the date of the appointment or election.~~

~~(iii) The sale, transfer or other disposition of all or substantially all of the business or assets of the Company.~~

~~Energizer Holdings, Inc.~~ ~~2019 Proxy Statement B-1~~

Persons will not be considered to be acting as a group solely because they purchase or own stock of the same corporation at the same time, or as a result of the same public offering. However, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company.

“~~Code~~~~” shall mean the Internal Revenue Code of 1986, as amended, and the regulations and other guidance promulgated thereunder.~~

“~~Committee~~” shall mean the Human Capital Committee of the Board, or any successor committee the Board may designate to administer the Plan, provided such Committee consists of two or more individuals. Each member of the Committee shall be (i) an “independent director” under the rules of the stock exchange on which the Company’s shares of Common Stock are listed, and (ii) a~~“Non-Employee~~ ~~Director” within the meaning of Rule16b-3~~ ~~under the Exchange Act, or otherwise qualified to administer the Plan as contemplated by that Rule or any successor Rule under the Exchange Act.~~

“~~Common Stock~~” shall mean Energizer Holdings, Inc. $.01 par value Common Stock or common stock of the Company outstanding upon the reclassification of the Common Stock or any other class or series of common stock, including, without limitation, by means of any stock split, stock dividend, creation of targeted stock,~~spin-off~~ ~~or other distributions of stock in respect of stock, or any reverse stock split, or by reason of any recapitalization, merger or consolidation of the Company.~~

“~~Company~~~~” shall mean Energizer Holdings, Inc. a Missouri corporation, or any successor to all or substantially all of its business by merger, consolidation, purchase of assets or otherwise.~~

“~~Competition~~” shall mean, directly or indirectly, owning, managing, operating, controlling, being employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or rendering services to any person, firm, corporation or other entity, in whatever form, engaged in any business of the same type as any business in which the Company or its Affiliates is engaged or in which they have proposed to be engaged in and in which the recipient of an Award has been involved to any extent (on other than a de minimus basis) at any time during the previous one (1) year period, in any locale of any country in which the Company or its Affiliates conducts business. Competition shall not include owning not more than one percent of the total shares of all classes of stock outstanding of any publicly held entity engaged in such business.

“~~Corporate Officer~~” shall mean any President, Chief Executive Officer, Corporate Vice President, Controller, Secretary or Treasurer of the Company, and any other officers designated as corporate officers by the Board.

“~~Director~~~~” shall mean any member of the Board.~~

“~~Effective Date~~~~” shall mean the effective date of the Plan, as set forth in Section X.~~

“~~Employee~~~~” shall mean any person who is employed by the Company or an Affiliate, including Corporate Officers.~~

“~~Exchange Act~~~~” shall mean the Securities Exchange Act of 1934, as amended.~~

“~~Fair Market Value~~” of the Common Stock shall mean the closing price as reported on the Composite Tape of the New York Stock Exchange, Inc. on the date that such Fair Market Value is to be determined, or if no shares were traded on the determination date, the immediately following next day on which the Common Stock is traded, or the fair market value as determined by any other method that may be required in order to comply with or to conform to the requirements of applicable laws or regulations.

“~~Incentive Stock Options~~~~” shall mean Options that qualify as such under Section 422 of the Code.~~

“~~Non-Qualified~~ ~~Stock Options~~~~” shall mean Options that do not qualify as Incentive Stock Options.~~

“~~Option~~~~” shall mean the right, granted under the Plan, to purchase a specified number of shares of Common Stock, at a fixed price for a specified period of time.~~

“~~Other Stock Award~~~~” shall mean any Award granted under Section IV of the Plan.~~

“~~Participant~~~~” shall mean any eligible individual who has been selected by the Committee to participate in the Plan and to receive an Award under the Plan.~~

~~B-2~~ ~~Energizer Holdings, Inc.~~ ~~2019 Proxy Statement~~

“~~Plan~~~~” shall mean this restated Energizer Holdings, Inc. Omnibus Incentive Plan.~~

“~~Prior Plan~~~~” shall have the meaning given to it in Section I.A of this Plan.~~

“~~Restricted Stock Award~~” shall mean an Award of shares of Common Stock on which are imposed restrictions on transferability or other shareholder rights, including, but not limited to, restrictions which subject such Award to a “substantial risk of forfeiture” as defined in Section 83 of the Code.

“~~Restricted Stock Unit~~” shall mean a right granted under the terms of the Plan to receive shares of Common Stock or cash equal to either (i) a set number of shares of Common Stock or (ii) a number of shares of Common Stock determined under a formula or other criteria, as of specified vesting and/or payment dates.

“~~Stock Appreciation Right~~” shall mean a right granted under the terms of the Plan to receive an amount equal to the excess of the Fair Market Value of one share of Common Stock as of the date of exercise of the Stock Appreciation Right over the price per share of Common Stock specified in the Award Agreement of which it is a part.

“~~Stock Bonus~~~~” shall mean an Award of shares of Common Stock granted under Section IV.D of the Plan.~~

“~~Termination for Cause~~” shall mean, a Participant’s termination of employment with the Company or an Affiliate because of the Participant’s willful engaging in gross misconduct that materially injures the Company (as determined in good faith by the Committee), or the Participant’s conviction of a felony or a plea of nolo contendere to such a crime, provided, however, that a Termination for Cause shall not include termination attributable to (i) poor work performance, bad judgment or negligence on the part of the Participant, (ii) an act or omission believed by the Participant in good faith to have been in or not opposed to the best interests of the Company and reasonably believed by the Participant to be lawful, or (iii) the good faith conduct of the Participant in connection with a Change of Control of the Company (including opposition to or support of such Change of Control).

“~~Termination for~~~~Good Reason~~” shall mean, unless in the case of a particular Award the applicable Award Agreement states otherwise, the Participant having “good reason” to terminate a Participant’s employment or service, as defined in any existing employment, consulting or any other agreement between the Participant and the Company or an Affiliate in effect at the time of such termination or, in the absence of such an employment, consulting or other agreement, upon the occurrence, without a Participant’s prior express written consent, of any of the following circumstances (i) a material diminution in the Participant’s base compensation, (ii) a material diminution in the Participant’s authority, duties, or responsibilities, (iii) a material diminution in the authority, duties, or responsibilities of the supervisor to whom the Participant is required to report, including a requirement that a Participant report to a corporate officer or employee instead of reporting directly to the board of directors of a corporation (or similar governing body with respect to an entity other than a corporation), (iv) a material diminution in the budget over which the Participant retains authority, (v) a material change in the geographic location at which the Participant must perform the services, and (vi) any other action or inaction that constitutes a material breach by the Company or an Affiliate of the agreement under which the Participant provides services, provided the Participant provides written notice to the Company of the existence of the condition described in this section within 30 days of the initial existence of the condition, and provided further that the Company or an Affiliate does not remedy such condition within 30 days of receipt of such notice.

C.~~Scope of Plan and Eligibility~~

Any Employee selected by the Committee, any member of the Board, and consultants and advisors to the Company or an Affiliate selected by the Committee shall be eligible for any Award contemplated under the Plan.

D.~~Authorization and Reservation~~

1. Subject to Section IX.F, the aggregate number of shares of Common Stock available for grants of Awards under the Plan from and after the Effective Date shall not exceed the sum of (i) 6,500,000 shares of Common Stock plus, (ii) one (1) share of Common Stock for every one (1) share of Common Stock available for award under the Prior Plan as of the date November 29, 2019. The reserves may consist of authorized but unissued shares of Common Stock or of reacquired shares, or both. Awards other than Options and Stock Appreciation Rights will be counted against the reserve in a~~2-to-1~~ ~~ratio.~~

~~Energizer Holdings, Inc.~~ ~~2019 Proxy Statement B-3~~

Any shares of Common Stock subject to an award under the Prior Plan and that expires, is forfeited, otherwise terminates, or is settled in cash, after the Effective Date, shall be added to the shares of Common Stock reserved for issuance under this Plan.

2. Other than with respect to Awards of Options or Stock Appreciation Rights, shares of Common Stock withheld by, or otherwise remitted to, the Company to satisfy an Employee’s tax withholding obligations with respect to Awards shall be deducted from the number of shares of Common Stock delivered to a Plan Participant pursuant to such Award for purposes of determining the number of shares of Common Stock acquired pursuant to the Plan. Notwithstanding any to the contrary contained herein, the following shares of Common Stock shall not be added to the shares of Common Stock authorized for grant under this Section I.D.2: (A) shares of Common Stock tendered by the Participant or withheld by the Company in payment of the purchase price of an Option or, after November 29, 2019, an option under the Prior Plan, (B) shares of Common Stock tendered by the Participant or withheld by the Company to satisfy applicable tax withholding obligations with respect to Options or Stock Appreciation Rights, or after November 29, 2019, options or stock appreciation rights under the Prior Plan, (C) shares of Common Stock subject to a Stock Appreciation Rights, or after November 29, 2019, a stock appreciation right under the Prior Plan that are not issued in connection with its stock settlement or exercise thereof, and (D) shares of Common Stock reacquired by the Company on the open market or otherwise using cash proceeds from the exercise of Options or, after November 29, 2019, options under the Prior Plan.

3. The following will not be applied to the share limitations of subsection 1 above: (i) dividends or dividend equivalents paid in cash in connection with outstanding Awards, (ii) any shares of Common Stock subject to an Award under the Plan which Award is forfeited, cancelled, terminated, expires or lapses for any reason, (iii) shares of Common Stock and any Awards that are granted through the settlement, assumption, or substitution of outstanding awards previously granted, or through obligations to grant future awards, as a result of a merger, consolidation,~~spin-off~~ or acquisition of the employing company with or by the Company, and (iv) Awards under the Plan which are payable in cash will not be counted against the reserve unless actual payment is made in shares of Common Stock instead of cash. If an Award is to be settled in cash, the number of shares of Common Stock on which the Award is based shall not count toward the share limitations of subsection 1.

~~4. No fractional shares of Common Stock may be issued under this Plan. Fractional shares of Common Stock will be rounded down to the nearest whole share of Common Stock.~~

~~5. No more than 6,500,000 shares of Common Stock may be granted as Incentive Stock Options under the Plan.~~

E.~~Grant of Awards and Administration of the Plan~~

1. The Committee (or, in the Board’s sole discretion or in the absence of the Committee, the Board) shall determine those Employees eligible to receive Awards and the amount, type and terms of each Award, subject to the provisions of the Plan. The Board shall determine the amount, type and terms of each Award to a Director in his or her capacity as a Director, subject to the provisions of the Plan. In making any determinations under the Plan, the Committee or the Board, as the case may be, shall be entitled to rely on reports, opinions or statements of officers or employees of the Company, as well as those of counsel, public accountants and other professional or expert persons. Any such report, opinions or statements may take into account Award grant practices, including the rate of grant of Awards and any performance criteria related to such awards, at publicly traded or privately held corporations that are similar to or are industry peers with the Company. All determinations, interpretations and other decisions under or with respect to the Plan or any Award by the Committee or the Board, as the case may be, shall be final, conclusive and binding upon all parties, including without limitation, the Company, any Participant, and any other person with rights to any Award under the Plan, and no member of the Board or the Committee shall be subject to individual liability with respect to the Plan.

2. The Committee (or, in the Board’s sole discretion or in the absence of the Committee, the Board) shall administer the Plan and, in connection therewith, it shall have full power and discretionary authority to: (i) construe and interpret the Plan, (ii) establish rules and regulations with respect to the Plan’s operations and Awards, (iii) determine the number of shares of Common Stock to be covered by, or with respect to which payments, rights or other matters are to be calculated in connection with, Awards, (iv) determine the terms and conditions of any Award, (v) determine whether and to what extent, and under what circumstances Awards may be settled or exercised in cash, shares of Common Stock, other securities, other Awards or other property, or canceled, forfeited, or suspended and the method or methods by which Awards may be settled, exercised, cancelled, forfeited or suspended, (vi) determine whether, to what extent and under what circumstances the

~~B-4~~ ~~Energizer Holdings, Inc.~~ ~~2019 Proxy Statement~~

delivery of cash, shares of Common Stock, other securities, other Options, other property and other amounts payable with respect to an Award shall be deferred either automatically or at the election of the holder thereof or of the Committee, (vii) accelerate the exercisability of any Option or Stock Appreciation Right and to remove any restriction on any Award, (viii) interpret, administer, reconcile any inconsistency, correct any defect and/or supply any omission in the Plan and any instrument or agreement relating to, or Award granted under, the Plan; (ix) establish, amend, suspend, or waive such rules and regulations, (x) appoint such agents as it shall deem appropriate for the proper administration of the Plan, (xi) perform all other acts it believes reasonable and proper, including the power to delegate responsibility to others to assist it in administering the Plan, to the extent permitted by applicable laws, and (xii) adopt~~sub-plans~~ or establish special rules for grants to individuals outside the U.S. To the extent, however, that such construction and interpretation or establishment of rules and regulations relates to or affects any Awards granted to a Director in his or her capacity as a Director, the Board must ratify such construction, interpretation or establishment.

3. The Committee, or if no Committee has been appointed, the Board, may delegate administration of the Plan to a committee or committees of one or more members of the Board, and the term “Committee” shall apply to any person or persons to whom such authority has been delegated. The Committee shall have the power to delegate to a subcommittee any of the administrative powers the Committee is authorized to exercise (and references in this Plan to the Board or the Committee shall thereafter be to the committee or subcommittee), subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by the Board. The Board may abolish, suspend or supersede the Committee at any time and revest in the Board the administration of the Plan. The members of the Committee shall be appointed by and serve at the pleasure of the Board. From time to time, the Board may increase or decrease the size of the Committee, add additional members to, remove members (with or without cause) from, appoint new members in substitution therefor, and fill vacancies, however, caused, in the Committee. Subject to the limitations prescribed by the Plan and the Board, the Committee may establish and follow such rules and regulations for the conduct of its business as it may determine to be advisable. Any authority granted to the Committee may also be exercised by the Board or another committee of the Board. To the extent that any permitted action taken by the Board conflicts with action taken by the Committee, the Board action shall control. Without limiting the generality of the foregoing, to the extent the Board has delegated any authority under this Plan to another committee of the Board, such authority shall not be exercised by the Committee unless expressly permitted by the Board in connection with such delegation.

4. During the term of the Plan, (i) the aggregate number of shares of Common Stock that may be the subject of performance-based Awards that may be granted to a Participant during any one fiscal year may not exceed 1,000,000 or, in the event such Award is paid in cash, the equivalent cash value thereof on the date of vesting, and (ii) the aggregate number of shares of Common Stock that may be the subject of time-based Awards that may be granted to a Participant during any one fiscal year may not exceed 1,000,000 or, in the event such Award is paid in cash, the equivalent cash value thereof on the date of vesting. The maximum amount that can be paid to any Participant in any one fiscal year pursuant to a Cash Bonus Award shall be $10,000,000. The maximum number of shares with regard to which Options and Stock Appreciation Rights may be granted to any individual during any one fiscal year is 1,000,000. These amounts are subject to adjustment as provided in Section IX.F. below. Awards granted in a fiscal year but cancelled during that same year will continue to be applied against the annual limit for that year, despite cancellation. Awards granted under the Plan shall be evidenced in the manner prescribed by the Committee from time to time pursuant to an Award Agreement. The Committee may require that a recipient execute and deliver, through written or electronic means, his or her acceptance of the Award.

5. Other than Awards to Directors, Awards settled in shares of Common Stock shall have a minimum vesting or exercise schedule of not less than a one (1) year period, provided, that the Committee can grant Awards of up to 5% of the shares authorized under the Plan with a shorter vesting or exercise period. The foregoing limitations do not preclude Awards that vest or become exercisable earlier due to (i) circumstances such as death, retirement, or involuntary termination of employment, (ii) the achievement of performance objectives over a period of at least one (1) year, or (iii) a determination by the Company for regulatory or other considerations to provide an equity award in excess of that which would have been awarded to the individual under the cash equity policy in effect for the performance year.

~~II. Stock Options~~

A.~~Description~~

~~The Committee may grant Incentive Stock Options and/orNon-Qualified~~ ~~Stock Options to Employees eligible to receive Awards under the Plan. The Board may grantNon-Qualified~~ ~~Stock Options to Directors under the Plan.~~

~~Energizer Holdings, Inc.~~ ~~2019 Proxy Statement B-5~~

B.~~Terms and Conditions~~

~~1. Each Option shall have such terms and conditions as the Committee, or in the case of Awards granted to Directors, the Board, may determine, subject to the provisions of the Plan.~~

~~2. The option price of shares of Common Stock subject to any Option shall not be less than the Fair Market Value of the Common Stock on the date that the Option is granted.~~

3. The Committee, or in the case of Awards granted to Directors, the Board, shall determine the vesting schedules and the terms, conditions and limitations governing exercisability of Options granted under the Plan. Unless accelerated in accordance with its terms, an Option may not be exercised until a period of at least one (1) year has elapsed from the date of grant, and the term of any Option granted hereunder shall not exceed ten years.

4. The purchase price of any shares of Common Stock pursuant to exercise of any Option must be paid in full upon such exercise. The payment shall be made in cash, in United States dollars, by tendering shares of Common Stock owned by the Participant (or the person exercising the Option), through Net Exercise or Swap Exercise, each as described below, or any other means approved by the Committee prior to the date such Option is exercised.

Subject to any additional tax withholding provided for in Section IX.I., any individual electing a “Net Exercise” of an Option shall receive upon such net exercise a number of shares of Common Stock equal to the aggregate number shares of Common Stock being purchased upon exercise less the number of shares of Common Stock having a Fair Market Value equal to the aggregate purchase price of the shares of Common Stock as to which the~~Non-Qualified~~ ~~Stock Option is being exercised.~~

Subject to any additional tax withholding provided for in Section IX.I., any individual electing a “Swap Exercise” shall pay the purchase price of the Option by tendering shares of Common Stock owned by such individual prior to exercising the Option with a Fair Market Value equal to the exercise of the Option.

5. The terms and conditions of any Incentive Stock Options granted hereunder shall be subject to and shall be designed to comply with, the provisions of Section 422 of the Code, and any other administrative procedures adopted by the Committee from time to time. Incentive Stock Options may not be granted to any person who is not an Employee at the time of grant. To the extent that the aggregate Fair Market Value (determined at the time an Incentive Stock Option is granted) of the Shares with respect to which Incentive Stock Options are exercisable for the first time by an Optionee during any calendar year under all incentive stock option plans of the Company exceeds $100,000, the Options in excess of such limit shall be treated as~~Non-Qualified~~ Stock Options. If, at the time an Incentive Stock Option is granted, the Employee recipient owns (after application of the rules contained in Section 424(d) of the Code, or its successor provision) shares of Common Stock possessing more than ten percent of the total combined voting power of all classes of stock of the Company or its subsidiaries, (a) the option price for such Incentive Stock Option shall be at least 110% of the Fair Market Value of the shares of Common Stock subject to such Incentive Stock Option on the date of grant and (b) such Option shall not be exercisable after the date five years from the date such Incentive Stock Option is granted. Each Participant awarded an Incentive Stock Option under the Plan shall notify the Company in writing immediately after the date he or she makes a disqualifying disposition of any Common Stock acquired pursuant to the exercise of such Incentive Stock Option. A disqualifying disposition is any disposition (including any sale) of such Common Stock before the later of (i) two years after the Date of Grant of the Incentive Stock Option or (ii) one (1) year after the date the Participant acquired the Stock by exercising the Incentive Stock Option. The Company may, if determined by the Committee and in accordance with procedures established by it, retain possession of any Common Stock acquired pursuant to the exercise of an Incentive Stock Option as agent for the applicable Participant until the end of the period described in the preceding sentence, subject to complying with any instructions from such Participant as to the sale of such Common Stock.

~~6. In no event shall dividends or dividend equivalents (whether paid in cash or shares of Common Stock) be paid with respect to any Award of Options.~~

~~B-6~~ ~~Energizer Holdings, Inc.~~ ~~2019 Proxy Statement~~

~~III. Stock Appreciation Rights~~

The Committee, or in the case of Awards granted to Directors, the Board, may, in its discretion, grant Stock Appreciation Rights to Participants. Subject to the provisions of the Plan, the Committee or Board in its sole discretion shall determine the terms and conditions of the Stock Appreciation Rights. Such terms and conditions shall be set forth in a written Award Agreement. Each Stock Appreciation Right shall entitle the holder thereof to elect, prior to its cancellation or termination, to exercise such unit or option and receive either cash or shares of Common Stock, or both, as the Committee or Board may determine, in an aggregate amount equal in value to the excess of the Fair Market Value of the Common Stock on the date of such election over the Fair Market Value on the date of grant of the Stock Appreciation Right; except that if an Option is amended to include Stock Appreciation Rights, the designated Fair Market Value in the applicable Award Agreement may be the Fair Market Value on the date that the Option was granted. The term of any Stock Appreciation Right granted hereunder shall not exceed ten years. The Committee or Board may provide that a Stock Appreciation Right may only be exercised on one or more specified dates. Stock Appreciation Rights may be granted on a “~~free-standing~~” basis or in conjunction with all or a portion of the shares of Common Stock covered by an Option. In addition to any other terms and conditions set forth in the Award Agreement, Stock Appreciation Rights shall be subject to the following terms: (i) Stock Appreciation Rights, unless accelerated in accordance with their terms, may not be exercised within the first year after the date of grant, (ii) the Committee or Board, as the case may be, may, in its sole discretion, disapprove an election to surrender any Stock Appreciation Right for cash in full or partial settlement thereof, provided that such disapproval shall not affect the recipient’s right to surrender the Stock Appreciation Right at a later date for shares of Common Stock or cash, and (iii) no Stock Appreciation Right may be exercised unless the holder thereof is at the time of exercise a Participant that has been in continuous service with the Company or any Affiliate since the date the Stock Appreciation Right was granted, except that the Committee or Board may permit the exercise of any Stock Appreciation Right for any period following the recipient’s termination of service or retirement or resignation from the Board, not in excess of the original term of the Award, on such terms and conditions as it shall deem appropriate and specify in the related Award Agreement.

~~In no event shall dividends or dividend equivalents (whether paid in cash or shares of Common Stock) be paid with respect to any Award of Stock Appreciation Rights.~~

~~IV. Other Stock Awards~~

In addition to Options, the Committee or, in the case of Awards granted to Directors, the Board, may grant Other Stock Awards to Participants payable in Common Stock or cash, upon such terms and conditions as the Committee or Board may determine, subject to the provisions of the Plan. Other Stock Awards may include, but are not limited to, the following types of Awards:

A.~~Restricted Stock Awards and Restricted Stock Units~~

1. The Committee or, in the case of Awards granted to a Director in his or her capacity as Director, the Board, may grant Restricted Stock Awards to Participants, each of which consists of a grant of shares of Common Stock subject to specified vesting conditions, or Restricted Stock Units, each of which is the right to receive shares of Common Stock or the cash equivalent (or combination of Common Stock and cash) following satisfaction of specified vesting conditions. The terms and conditions applicable to such an Award shall be set forth in an Award Agreement.

2. The shares of Common Stock granted will be restricted and may not be sold, pledged, transferred or otherwise disposed of until the lapse or release of restrictions in accordance with the terms of the Award Agreement and the Plan. Prior to the lapse or release of restrictions, all shares of Common Stock which are the subject of a Restricted Stock Award are subject to forfeiture in accordance with Section VII of the Plan. During the restricted period, Restricted Stock may not be sold, assigned, transferred or otherwise disposed of, or mortgaged, pledged or otherwise encumbered. In order to enforce the limitations imposed upon the Restricted Stock Awards, the Committee may (i) cause a legend or legends to be placed on any certificates evidencing such Restricted Stock, and/or (ii) cause “stop transfer” instructions to be issued, as it deems necessary or appropriate. Each Participant granted Restricted Stock shall execute and deliver to the Company an Award Agreement with respect to the Restricted Stock setting forth the restrictions and other terms and conditions applicable to such Restricted Stock. If the Committee determines that the Restricted Stock shall be held by the Company or in escrow rather than delivered to the Participant pending the release of the applicable restrictions, the Committee may require the Participant to additionally execute and deliver to the Company (A) an escrow agreement satisfactory to the Committee, if applicable, and

~~Energizer Holdings, Inc.~~ ~~2019 Proxy Statement B-7~~

(B) the appropriate blank stock power with respect to the Restricted Stock covered by such agreement. If a Participant shall fail to execute an agreement evidencing an Award of Restricted Stock and, if applicable, an escrow agreement and stock power, the Award shall be null and void. Subject to the restrictions set forth herein, the Participant generally shall have the rights and privileges of a stockholder as to such Restricted Stock, including the right to vote such Restricted Stock.

3. Restricted Stock Units that become payable in accordance with their terms and conditions shall be settled in cash, shares of Common Stock, or a combination of cash and shares, as determined by the Committee and set forth in an Award Agreement. Any person who holds Restricted Stock Units shall have no ownership interest in the shares of Common Stock to which the Restricted Stock Units relate unless and until payment with respect to such Restricted Stock Units is actually made in shares of Common Stock. The payment date shall with respect to Restricted Stock Units be set forth in the applicable Award Agreement. Restricted Stock Units may not be sold, assigned or transferred during the restricted period.

4. Notwithstanding any other provision of the Plan to the contrary, with respect to any Award that provides for or includes a right to dividends or dividend equivalents, if dividends are declared during the period that an Award is outstanding, such dividends (or dividend equivalents) shall either (i) not be paid or credited with respect to such Award or (ii) be accumulated but remain subject to vesting requirement(s) to the same extent as the applicable Award and shall only be paid at the time or times such vesting requirement(s) are satisfied and the Award is settled (as applicable). No interest shall be included in the calculation of such additional cash payment. In no event will dividends or dividend equivalents be paid with respect to any Award which does not vest and/or meet its performance goals. Therefore, dividends and dividend equivalents shall be paid only on vested Restricted Stock Awards or Restricted Stock Units.

B.~~Stock Related Deferred Compensation~~

The Committee may, in its discretion, permit the deferral of payment of an Employee’s cash bonus, other cash compensation or an Award to a Participant under this Plan in the form of either Common Stock or Common Stock equivalents (with each such equivalent corresponding to a share of Common Stock), under such terms and conditions as the Committee may prescribe in the Award Agreement relating thereto or a separate election form made available to such Participant, including the terms of any deferred compensation plan under which such Common Stock equivalents may be granted. In addition, the Committee may, in any fiscal year, provide for an additional matching deferral to be credited to an Employee’s account under such deferred compensation plans. The Committee may also permit hypothetical account balances of other cash or mutual fund equivalents maintained pursuant to such deferred compensation plans to be converted, at the discretion of the participant, into the form of Common Stock equivalents, or to permit Common Stock equivalents to be converted into account balances of such other cash or mutual fund equivalents, upon the terms set forth in such plans as well as such other terms and conditions as the Committee may, in its discretion, determine. The Committee may, in its discretion, determine whether any deferral in the form of Common Stock equivalents, including deferrals under the terms of any deferred compensation plans of the Company, shall be paid on distribution in the form of cash or in shares of Common Stock. To the extent Code Section 409A is applicable, all actions pursuant to this Section IV must satisfy the requirements of Code Section 409A and the regulations and guidance thereunder, including but not limited to the following:

1. A Participant’s election to defer must be filed at such time as designated by the Committee, but in no event later than the December 31 preceding the first day of the calendar year in which the services are performed which relate to the compensation or Award being deferred. An election may not be revoked or modified after such December 31. However, notwithstanding the previous two sentences, if the compensation or Award is subject to a forfeiture condition requiring the Participant’s continued services for a period of at least 12 months from the date the Participant obtains the legally binding right to the compensation or Award, the Committee may permit a Participant to file an election on or before the 30th day after the Participant obtains the legally binding right to the compensation or Award, provided that the election is filed at least 12 months in advance of the earliest date at which the forfeiture condition could lapse.

2. A Participant’s election to defer must include the time and form of payment, within the parameters made available by the Committee, and such timing of payment must comply with the permitted payment events under Code Section 409A.

~~B-8~~ ~~Energizer Holdings, Inc.~~ ~~2019 Proxy Statement~~

C.~~Performance-Based Other Stock Awards~~

~~The payment under any Other Stock Award that the Committee or Board determines shall be a performance-based Award (hereinafter “~~~~Target Award~~~~”) shall be contingent upon the attainment of one or morepre-established~~ performance goals established by the Committee in writing while the attainment of any performance-based goal under the granted Target Award remains substantially uncertain. Such performance goals may be based upon one or more performance-based criteria, including but not limited to: (i) earnings per share, net earnings per share or growth in such measures, (ii) revenue, net revenue, income, net income or growth in revenue or income (all either before or after taxes), (iii) return measures (including, but not limited to, return on assets, capital, investment, equity, revenue or sales), (iv) cash flow return on investments which equals net cash flows divided by owners’ equity, (v) controllable earnings (a division’s operating profit, excluding the amortization of goodwill and intangible assets, less a charge for the interest cost for the average working capital investment by the division), (vi) operating earnings or net operating earnings, (vii) costs or cost control measures, (viii) share price (including, but not limited to, growth measures), (ix) total shareholder return (stock price appreciation plus dividends), (x) economic value added, (xi) EBITDA, (xii) operating margin or growth in operating margin, (xiii) market share or growth in market share, (xiv) cash flow, cash flow from operations, free cash flow, or growth in such measures, (xv) sales revenue or volume or growth in such measures, (xvi) gross margin or growth in gross margin, (xvii) productivity, (xviii) brand contribution, (xix) product quality, (xx) corporate value measures, (xxi) goals related to acquisitions, divestitures or customer satisfaction, (xxii) diversity, (xxiii) index comparisons,~~(xxiv) debt-to-equity~~ or~~debt-to-stockholders’~~ equity ratio, (xxv) working capital, (xxvi) risk mitigation, (xxvii) sustainability and environmental impact, (xxviii) employee retention, (xxix) expense or expense control measures (including, but not limited to average unit cost, selling, general, and administrative expenses), and (xxx) any other objective or subjective criterion or criteria that the Committee or Board may select from time to time. Without limiting the Committee’s or Board’s authority to select any performance criteria as it deems appropriate, performance may be measured on an individual, corporate group, business unit, subsidiary, division, department, region, function, market, or consolidated basis and may be measured absolutely, relatively to the Company’s peers, or with a performance goal established by combining two or more of the preceding performance criteria (for example, free cash flow as a percentage of sales). In establishing the performance goals, the Committee or Board may provide that the performance goals will be adjusted to account for the effects of acquisitions, divestitures, extraordinary dividends, stock~~split-ups,~~ stock dividends or distributions, issuances of any targeted stock, recapitalizations, warrants or rights issuances or combinations, exchanges or reclassifications with respect to any outstanding class or series of Common Stock, or a corporate transaction, such as any merger of the Company with another corporation, any consolidation of the Company and another corporation into another corporation, any separation of the Company or its business units (including a spinoff or other distribution of stock or property by the Company), any reorganization of the Company (whether or not such reorganization comes within the definition of such term in Code Section 368) or any partial or complete liquidation by the Company, or sale of all or substantially all of the assets of the Company, or exclusion of~~non-consolidated~~ subsidiaries, or measures intended to account for variations in the exchange rate between foreign currencies and budgeted exchange rates, or other extraordinary items, or any other event or circumstance the Committee or Board deems appropriate. Unless otherwise specifically provided by the Committee or Board when authorizing an Award, all performance-based criteria, including any adjustments described in the preceding sentence, shall be determined by applying U.S. generally accepted accounting principles, as reflected in the Company’s audited financial statements.

The Committee or Board, in its discretion, may adjust an earned Target Award. Before payments are made under a Target Award, the Committee or Board shall certify in writing that the performance goals justifying the payment under the Target Award have been met. In no event will dividends or dividend equivalents be paid with respect to any Award which does not vest and/or meet its performance goals. Therefore, dividends and dividend equivalents shall be paid only on the vested portion of Target Awards for which the applicable performance goals are achieved.

D.~~Stock Bonus Awards~~

Subject to the minimum vesting requirements set forth in Section I.E.5, the Committee or Board may issue unrestricted Stock, or other Awards denominated in Stock, including and without limitation, fully-vested deferred stock units, under the Plan to Participants, alone or in tandem with other Awards, in such amounts and subject to such terms and conditions as the Committee or Board shall from time to time in its sole discretion determine. A Stock Bonus Award under the Plan shall be granted as, or in payment of, a bonus, or to provide incentives or recognize special achievements or contributions.

~~Energizer Holdings, Inc.~~ ~~2019 Proxy Statement B-9~~

~~V. Cash Bonus Awards~~

The Committee shall have the authority to make an Award of a cash bonus to any Participant. Any such Award may be subject to a performance period, performance goals or such other terms and conditions as the Committee may designate in the applicable Award Agreement.

~~VI. Director Compensation Limitation~~

~~Notwithstanding any provision in this Plan to the contrary, the maximum number of shares of Common Stock subject to Awards granted during a single calendar year to anynon-employee~~ ~~Director, taken together with any cash fees paid during the calendar year to thenon-employee~~ Director in respect of such Director’s service as a member of the Board during such year (including service as a member or chair of any committees of the Board), shall not have an aggregate Fair Market Value determined on the date on which the applicable Award is granted in excess of $1,000,000.

~~VII. Forfeiture of Awards~~

A.~~Forfeiture Events~~

Unless the Committee, or in the case of a Director, the Board, shall have determined otherwise in an Award Agreement, the recipient of any Award pursuant to the Plan shall forfeit the Award, to the extent not then payable or exercisable, upon the occurrence of any of the following events, subject to compliance with any applicable local laws:

~~1. The recipient is Terminated for Cause.~~

~~2. The recipient voluntarily terminates his or her employment, except as otherwise provided in the Award Agreement or the Participant’s Termination for Good Reason, as described in Section IX.G.~~

~~3. The recipient engages in Competition with the Company or any Affiliate.~~

4. The recipient engages in any activity or conduct contrary to the best interests of the Company or any Affiliate, including, but not limited to, conduct that breaches the recipient’s duty of loyalty to the Company or an Affiliate or that is materially injurious to the Company or an Affiliate, monetarily or otherwise. Such activity or conduct may include, without limitation: (i) disclosing or misusing any confidential information pertaining to the Company or an Affiliate, (ii) any attempt, directly or indirectly, to induce any Employee of the Company or any Affiliate to be employed or perform services elsewhere, or (iii) any direct or indirect attempt to solicit, or assist another employer in soliciting, the trade of any customer or supplier or prospective customer of the Company or any Affiliate. Notwithstanding the foregoing, nothing herein prohibits a recipient from (A) reporting possible violations of federal law or regulations, including any possible securities laws violations, to any governmental agency or entity, (B) making any other disclosures that are protected under the whistleblower provisions of federal law or regulations, or (C) otherwise fully participating in any federal whistleblower programs, including but not limited to any such programs managed by the U.S. Securities and Exchange.

B.~~Additional/Waiver of Conditions~~

The Committee or the Board, as the case may be, may include in any Award Agreement any additional or different conditions of forfeiture it may deem appropriate, and may waive any condition of forfeiture stated above or in the Award Agreement.

C.~~Effect of Forfeiture~~

In the event of forfeiture, the recipient shall lose all rights in and to portions of the Award which are not vested or which are not exercisable. Except in the case of Restricted Stock Awards as to which restrictions have not lapsed and subject to Section IX.Q, this provision, however, shall not be invoked to require any recipient to transfer to the Company any Common Stock or cash already received under an Award.

D.~~Committee/Board Discretion~~

Such determinations as may be necessary for application of this Section, including any grant of authority to others to make determinations under this Section, shall be at the sole discretion of the Committee, or in the case of Awards granted to Directors, of the Board, and such determinations shall be conclusive and binding.

~~B-10~~ ~~Energizer Holdings, Inc.~~ ~~2019 Proxy Statement~~

~~VIII. Beneficiary Designation; Death of Awardee~~

A.~~Beneficiary Designation~~

If permitted by the Committee, an Award recipient may file with the Committee a written designation of a beneficiary or beneficiaries (subject to such limitations as to the classes and number of beneficiaries and contingent beneficiaries as the Committee may from time to time prescribe) to exercise, in the event of the death of the recipient, an Option or Stock Appreciation Right, or to receive, in such event, any other Awards. The Committee reserves the right to review and approve beneficiary designations and/or require that a particular form be used to be effective with respect to an Award. A recipient may from time to time revoke or change any such designation of beneficiary and any designation of beneficiary under the Plan shall be controlling over any other disposition, testamentary or otherwise. However, if the Committee shall be in doubt as to the right of any such beneficiary to exercise any Option or Stock Appreciation Right, or to receive any other Award, the Committee may determine to recognize only an exercise by, or right to receive of, the legal representative of the recipient, in which case the Company, the Committee and the members thereof shall not be under any further liability to anyone.

B.~~Recipient’s Death~~

~~Upon the death of an Award recipient, the following rules shall apply:~~

1. An Option, to the extent exercisable on the date of the recipient’s death, may be exercised at any time within three years after the recipient’s death, but not after the expiration of the term of the Option. The Option may be exercised by the recipient’s designated beneficiary (to the extent there is a beneficiary designation on file which the Committee has allowed) or personal representative or the person or persons entitled thereto by will or in accordance with the laws of descent and distribution, or by the transferee of the Option in accordance with the provisions of Section IX.A.

2. In the case of any Stock Appreciation Right or any other Award, any shares of Common Stock or cash payable shall be determined as of the date of the recipient’s death, in accordance with the terms of the Award Agreement, and the Company shall issue such shares of Common Stock or pay such cash to the recipient’s designated beneficiary or personal representative or the person or persons entitled thereto by will or in accordance with the laws of descent and distribution.

~~IX. Other Governing Provisions~~

A.~~Transferability~~

Except as otherwise provided herein, no Award shall be transferable other than by beneficiary designation, will or the laws of descent and distribution, and any right granted under an Award may be exercised during the lifetime of the holder thereof only by the Award recipient or by his/her guardian or legal representative; provided, however, that an Award recipient may be permitted, in the sole discretion of the Committee, to transfer to a member of such recipient’s immediate family, family trust or family partnership as defined by the Committee or its delegee, an Option, other than an Incentive Stock Option, subject to such terms and conditions as the Committee, in their sole discretion, shall determine.

B.~~Rights as a Shareholder~~

A recipient of an Award shall have no rights as a shareholder, with respect to any Awards or shares of Common Stock which may be issued in connection with an Award, until the issuance of a Common Stock certificate for such shares, and no adjustment other than as stated herein shall be made for dividends or other rights for which the record date is prior to the issuance of such Common Stock certificate. In addition, with respect to Restricted Stock Awards, recipients shall have only such rights as a shareholder as may be set forth in the terms of the Award Agreement. Notwithstanding the previous language in this Section IX.B, in no event will dividends or dividend equivalents be paid with respect to any Award which does not vest and/or meet its performance goals. Therefore, dividends and dividend equivalents shall be paid only on the vested portion of Awards on or after the date such Awards, or portion thereof, vest.

C.~~General Conditions of Awards~~

No Employee, Director or other person shall have any rights with respect to the Plan, the shares of Common Stock reserved or in any Award, contingent or otherwise, until an Award Agreement shall have been delivered to the recipient and all of the terms, conditions and provisions of the Plan applicable to such recipient shall have been met.

~~Energizer Holdings, Inc.~~ ~~2019 Proxy Statement B-11~~

D.~~Reservation of Rights of Company~~

Neither the establishment of the Plan nor the granting of an Award shall confer upon any Employee any right to continue in the employ of the Company or any Affiliate or interfere in any way with the right of the Company or any Affiliate to terminate such employment at any time, provided in compliance with applicable local laws and individual employment contracts (if any). No Award shall be deemed to be salary or compensation for the purpose of computing benefits under any employee benefit, pension or retirement plans of the Company or any Affiliate, unless the Committee shall determine otherwise, applicable local law provides otherwise or the terms of such plan specifically include such compensation.

E.~~Acceleration~~

The Committee, or, with respect to any Awards granted to Directors, the Board, may, in its sole discretion, accelerate the vesting or date of exercise of any Awards except to the extent such acceleration will result in adverse tax consequences under Code Section 409A.

F.~~Effect of Certain Changes~~

~~In the event of any extraordinary dividend, stocksplit-up,~~ ~~stock dividend,spin-off,~~ issuance of targeted stock, recapitalization, warrant or rights issuance, or combination, exchange or reclassification with respect to the Common Stock or any other class or series of common stock of the Company, or consolidation, merger or sale of all, or substantially all, of the assets of the Company, the Committee shall cause equitable adjustments to be made to the shares reserved under Section I.D. of the Plan and the limits on Awards set forth in Section I.E.4. of the Plan, and the Committee or Board shall cause such adjustments to be made to the terms of outstanding Awards to reflect such event and preserve the value of such Awards. Any such adjustments to a~~Non-Qualified~~ Stock Option or a Stock Appreciation Right shall comply with the requirements of the regulations under Code Section 409A. If any such adjustment would result in a fractional share of Common Stock being issued or awarded under this Plan, such fractional share shall be disregarded.

G.~~Effect of Change of Control~~

1. If (i) within 12 months following a Change of Control or (ii) in contemplation of a Change of Control, a Participant’s employment or service with the Company or any Affiliate is terminated by the Company or an Affiliate without Cause or by the Participant for Good Reason, all Awards held by such Participant, irrespective of the vesting schedule, shall become fully vested and immediately exercisable and, if applicable, the restricted period shall end at the time of such termination.

2. In the event of a Change of Control, all incomplete performance periods in respect of such Award in effect on the date the Change of Control occurs shall end on the date of such change, and the Committee shall (A) determine the extent to which performance goals with respect to each such Award have been met based upon such audited or unaudited financial information then available as it deems relevant, (B) cause to be paid to the applicable Participant partial or full Awards with respect to performance goals for each such Award based upon the Committee’s determination of the degree of attainment of performance goals, and (C) cause the Award, if previously deferred, to be settled in full as soon as possible.

3. In the event of a Change of Control, the Committee may in its discretion and upon at least 10 days’ advance notice to the affected persons, cancel any outstanding vested Awards and pay to the holders thereof, in cash or stock, or any combination thereof, the value of such vested Awards based upon the price per share of Common Stock received or to be received by other stockholders of the Company in the event.

~~4. In the event of a Change of Control, the surviving, continuing, successor, or purchasing corporation or other business entity or parent thereof, as the case may be (the “~~~~Acquiror~~”), may, without the consent of any Participant, assume or continue the Company’s rights and obligations under each or any Award or portion thereof outstanding immediately prior to the Change of Control or substitute for each or any such outstanding Award or portion thereof a substantially equivalent award with respect to the Acquiror’s stock, as applicable. For purposes of this Section, if so determined by the Committee in its discretion, an Award denominated in shares of Common Stock shall be deemed assumed if, following the Change of Control, the Award confers the right to receive, subject to the terms and conditions of the Plan and the applicable Award Agreement, for each share of Common Stock subject to the Award immediately prior to the Change of Control, the consideration (whether stock, cash, other securities or property or a combination thereof) to which a holder of a share of Common Stock on the effective date of the Change of Control was entitled (and if holders were offered a choice of consideration, the type of

~~B-12~~ ~~Energizer Holdings, Inc.~~ ~~2019 Proxy Statement~~

consideration chosen by the holders of a majority of the outstanding shares of Common Stock); provided, however, that if such consideration is not solely common stock of the Acquiror, the Committee may, with the consent of the Acquiror, provide for the consideration to be received upon the exercise or settlement of the Award, for each share of Common Stock subject to the Award, to consist solely of common stock of the Acquiror equal in Fair Market Value to the per share consideration received by holders of Common Stock pursuant to the Change of Control. Any Award or portion thereof which is not assumed, continued or substituted as provided herein by the Acquiror in connection with the Change of Control, irrespective of the vesting schedule, shall become fully vested and immediately exercisable and, if applicable, the restricted period shall end as of the time of consummation of the Change of Control.

5. In the event any payment(s) or the value of any benefit(s) received or to be received by a Participant in connection with or contingent upon a Change of Control (whether received or to be received pursuant to the terms of the Plan or any Award Agreement or of any other plan, arrangement or agreement of the Company, its successors, any person whose actions result in a Change of Control, or any person affiliated with any of them (or which, as a result of the completion of the transaction(s) causing a Change of Control, will become affiliated with any of them) (collectively, the “~~Payments~~”)), are determined, under the provisions of this subsection to be subject to an excise tax imposed by Code Section 4999 (any such excise tax, together with any interest and penalties, are hereinafter collectively referred to as the “~~Excise Tax~~”), as determined in this subsection, then the Company shall reduce the aggregate amount of the Payments payable to the Participant such that no Excise Tax shall be payable by the Participant and the Payments shall not cease to be deductible by the Company by reason of Code Section 280G (or any successor provision thereto). Notwithstanding the foregoing, the Company shall not reduce the aggregate amount of the Payments payable to the Participant pursuant to the foregoing sentence if the~~After-Tax~~ ~~Amount (as defined below) of the unreduced Payments is greater than theAfter-Tax~~ ~~Amount that would have been paid had the Payments been reduced pursuant to the foregoing sentence. For purposes of this Agreement “~~~~After-Tax~~ ~~Amount~~” means the portion of a specified amount that would remain after payment of all Excise Taxes (if any), income taxes, payroll and withholding taxes, and other applicable taxes paid or payable by Participant in respect of such specified amount.

If there is a determination that the Payments payable to Participant must be reduced pursuant to the immediately preceding paragraph, the Company shall promptly give Participant notice to that effect and a copy of the detailed calculation thereof and of the amount to be reduced. The Participant may then elect which and how much the Payments shall be eliminated or reduced as long as (i) the first such Payments to be reduced are not considered “deferred compensation” within the meaning of Code Section 409A (if any), (ii) if Payments described in clause (i) are exhausted and additional reductions are necessary, any cash Payments are reduced next, and (iii) after such election the aggregate present value of the Payments equals the largest amount that would both (A) not cause any Excise Tax to be payable by the Participant, and (B) not cause any Payments to become nondeductible by the Company by reason of Code Section 280G (or any successor provision thereto). The Participant shall advice the Company in writing of the Participant’s election within ten (10) days of the Participant’s receipt of such notice from the Company. Notwithstanding the foregoing, if no election is made by the Participant within the~~ten-day~~ period, the Company may elect which and how much of the Payments shall be eliminated or reduced as long (1) the first such payments to be reduced are not considered “deferred compensation” within the meaning of Code Section 409A (if any), (2) if Payments described in clause (1) are exhausted and additional reductions are necessary, any cash Payments are reduced next, and (3) after such election the aggregate present value of the Payments equals the largest amount that would both (A) not cause any Excise Tax to be payable by the Participant, and (B) not cause any Payments to become nondeductible by the Company by reason of Code Section 280G (or any successor provision thereto). For purposes of this paragraph, present value shall be determined in accordance with Code Section 280G(d)(4).

All determinations required to be made under this subsection, including whether the aggregate amount of Payments shall be reduced, and the assumptions to be utilized in arriving at such determinations, shall be made by the certified public accountants regularly employed by the Company immediately prior to the Change of Control transaction (“~~Accounting Firm~~”). Any determination by the Accounting Firm shall be binding upon the Company and Participant and shall be made within sixty (60) days immediately following the event constituting the Change of Control transaction. As promptly as practicable following such determination, the Company shall pay to or distribute for the benefit of the Participant such Payments as are then due to the Participant under this Plan and applicable Award Agreement.

At the time of the initial determination by the Accounting Firm, it is possible that amounts will have been paid or distributed by the Company to or for the benefit of the Participant pursuant to this Plan which should not have been so paid or distributed (“~~Overpayment~~~~”) or that additional amounts which will have not been paid or distributed by the Company to or for the benefit of the Participant pursuant to this Plan could have been so paid or distributed (“~~~~Underpayment~~~~”), in each~~

~~Energizer Holdings, Inc.~~ ~~2019 Proxy Statement B-13~~

case, consistent with the calculation hereunder. In the event that the Accounting Firm, based either upon the assertion of a deficiency by the Internal Revenue Service against the Company or the Participant which the Accounting Firm believes has a high probability of success or controlling precedent or other substantial authority, determines that an Overpayment has been made, any such Overpayment paid or distributed by the Company to or for the benefit of the Participant shall be treated for all purposes as a loan ab initio to the Participant which the Participant shall repay to the Company together with interest at the applicable Federal rate provided for in Code Section 7872(f)(2); provided, however, that no such loan shall be deemed to have been made and no amount shall be payable by the Participant to the Company if and to the extent (i) such deemed loan and payment would not either reduce the amount on which the Participant is subject to tax under Code Section 1 and Code Section 4999 or generate a refund of such taxes or (ii) the Participant is subject to the prohibition on personal loans under Section 402 of the Sarbanes-Oxley Act of 2002. In the event that the Accounting Firm, based upon controlling precedent or other substantial authority, determines that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for the benefit of the Participant together with interest at the applicable Federal rate provided for in Code Section 7872(f)(2).

6. The obligations of the Company under the Plan shall be binding upon any successor corporation or organization resulting from the merger, consolidation or other reorganization of the Company, or upon any successor corporation or organization succeeding to substantially all of the assets and business of the Company. The Company agrees that it will make appropriate provisions for the preservation of Participants’ rights under the Plan in any agreement or plan which it may enter into or adopt to effect any such merger, consolidation, reorganization or transfer of assets.

H.~~Repricing~~

Without the prior approval of the Company’s shareholders, the Company will not affect a “repricing” (as defined below) of any Options, Stock Appreciation Right, or Other Stock Awards granted under the terms of the Plan. For purposes of the immediately preceding sentence, a “repricing” shall be deemed to mean any of the following actions or any other action having the same effect: (i) the lowering of the purchase price of an Option, Stock Appreciation Right, or Other Stock Award after it is granted, (ii) the cancelling of an Option, Stock Appreciation Right, or Other Stock Award in exchange for another Option, Stock Appreciation Right, or Other Stock Award at a time when the purchase price of the cancelled Option, Stock Appreciation Right, or Other Stock Award exceeds the Fair Market Value of the underlying Common Stock (unless the cancellation and exchange occurs in connection with a merger, acquisition,~~spin-off~~ or other similar corporate transaction), (iii) the purchase of an Option, Stock Appreciation Right, or Other Stock Award for cash or other consideration at a time when the purchase price of the purchased Option, Stock Appreciation Right, or Other Stock Award exceeds the Fair Market Value of the underlying Common Stock (unless the purchase occurs in connection with a merger, acquisition,~~spin-off~~ ~~or other similar corporate action), or (iv) an action that is treated as a repricing under generally accepted accounting principles.~~

I.~~Withholding of Taxes~~

~~The Company and its Affiliates shall satisfy any federal, state, foreign or local income tax, social insurance contributions, payment on account or other withholding obligations (“~~~~Tax Withholdings~~”) resulting from recipients’ participation in the Plan by any of the following means as determined by the Committee, in its discretion: (i) by reducing the number of shares of Common Stock otherwise payable under such Awards to the extent the Awards are settled in shares, (ii) by withholding from recipient’s salary, compensation or other payments made to him or her, (iii) by requiring recipient to make a cash payment to the Company or one of its Affiliates in advance of receiving shares or cash pursuant to the Award, (iv) withholding from the cash settlement to the extent the Award is settled in cash, (v) selling shares of Common Stock on the market either through a cashless exercise transaction or other sale on the market, or (vi) any other means set forth in the Award Agreement.

In the event that the number of shares of Common Stock otherwise payable are reduced in satisfaction of tax obligations, such number of shares shall be calculated by reference to the Fair Market Value of the Common Stock on the date that such taxes are determined.

With respect to Corporate Officers, Directors or other recipients subject to Section 16(b) of the Exchange Act, the Committee, or, with respect to Awards granted to Directors, the Board, may impose such other conditions on the recipient’s election as it deems necessary or appropriate in order to exempt such withholding from the penalties set forth in said Section.

~~B-14~~ ~~Energizer Holdings, Inc.~~ ~~2019 Proxy Statement~~

J.~~No Warranty of Tax Effect~~

No opinion is expressed nor warranties made as to the tax effects under federal, foreign, state or local laws or regulations of any Award granted under the Plan. Regardless of whether Awards are intended to qualify for favorable tax treatment, the Company does not warrant or represent that such treatment will be available.

K.~~Amendment and Termination of Plan~~

Except as otherwise provided in this Section IX.K, the Board may, from time to time, amend, suspend or terminate the Plan in whole or in part, and if terminated, may reinstate any or all of the provisions of the Plan, except that (i) no amendment, suspension or termination may apply to the terms of any outstanding Award (contingent or otherwise) granted prior to the effective date of such amendment, suspension or termination, in a manner which would reasonably be considered to be adverse to the recipient, without the recipient’s consent, (ii) except as provided in Section IX.F., no amendment may be made to increase the number of shares of Common Stock reserved under Section I.D. of the Plan, (iii) except as provided in Section IX.F., no amendment may be made to increase the limitations set forth in Section I.E.4. of the Plan, and (iv) no amendment that would require approval of the Company’s stockholders under any applicable law, regulation or rule, including the rules of any stock exchange or quotation system upon which the Common Stock may then be listed or quoted shall be made without obtaining such stockholder approval.

To the extent a portion of the Plan is subject to Code Section 409A, the Board may terminate the Plan, and distribute all vested accrued benefits, without consent from affected Award recipients, subject to the restrictions set forth in Treasury Regulation~~§1.409A-3(j)(4).~~ A termination of any portion of the Plan that is subject to Code Section 409A must comply with the provisions of Code Section 409A and the regulations and guidance promulgated thereunder, including, but not limited to, restrictions on the timing of final distributions and the adoption of future deferred compensation arrangements.

L.~~Construction of Plan~~

The place of administration of the Plan shall be in the State of Missouri and the validity, construction, interpretation, administration and effect of the Plan and of its rules and regulations, and rights relating to the Plan, shall be determined solely in accordance with the laws of the State of Missouri, without giving regard to the conflict of laws provisions thereof.

M.~~Choice of Law/Venue~~

The validity, construction and effect of the Plan and any actions taken or relating to the Plan shall be determined in accordance with the laws of the State of Missouri without giving effect to its choice of law provisions. Any legal action against the Plan, the Company, an Affiliate, or the Committee may only be brought in the Circuit Court in St. Louis County and/or the United States District Court in St. Louis, Missouri.

N.~~Unfunded Nature of Plan~~

The Plan, insofar as it provides for cash payments, shall be unfunded, and the Company shall not be required to segregate any assets which may at any time be awarded under the Plan. Any liability of the Company to any person with respect to any Award under the Plan shall be based solely upon any contractual obligations which may be created by the terms of any Award Agreement entered into pursuant to the Plan. No such obligation of the Company shall be deemed to be secured by any pledge of, or other encumbrance on, any property of the Company.

O.~~Successors~~

All obligations of the Company under the Plan, with respect to any Awards granted hereunder, shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation or otherwise, of all or substantially all of the business and/or assets of the Company.

P.~~Code Section~~ ~~409A~~

It is intended that any amounts payable under this Plan shall either be exempt from or comply with Code Section 409A (including the Treasury regulations and other published guidance relating thereto) so as not to subject a Participant to payment of any interest or additional tax imposed under Code Section 409A. To the extent that any amount payable under this Agreement would trigger the additional tax, penalty or interest imposed by Code Section 409A, this Plan shall be

~~Energizer Holdings, Inc.~~ ~~2019 Proxy Statement B-15~~

modified to avoid such additional tax, penalty or interest yet preserve (to the nearest extent reasonably possible) the intended benefit payable to the Participant. In no event shall the Company, any member of the Board, or any employee, agent or other service provider have any liability to any Participant for any tax, fine or penalty associated with any failure to comply with the requirements of Code Section 409A.

To the extent a payment or benefit is nonqualified deferred compensation subject to Code Section 409A, a termination of employment shall not be deemed to have occurred for purposes of any provision of this Plan or any Award Agreement providing for the payment of any amounts upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Plan and any Award Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If a Participant is deemed on the date of a separation from service (within the meaning of Code Section 409A) to be a “specified employee” (within the meaning of that term under Section 409A(a)(2)(B) of the Code and determined using any identification methodology and procedure selected by the Company from time to time, or, if none, the default methodology and procedure specified under Code Section 409A), then with regard to any payment or the provision of any benefit that is “nonqualified deferred compensation” within the meaning of Code Section 409A and which is paid as a result of the Participant’s “separation from service,” such payment or benefit shall not be made or provided prior to the date which is the earlier of (i) the expiration of the~~six-month~~ ~~period measured from the date of such “separation from service” of the Participant, and (ii) the date of the Participant’s death (the “~~~~Delay Period~~”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this clause (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Participant in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein.

For purposes of Code Section 409A, the Participant’s right to receive any installment payments pursuant to this Plan or any Award Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under the Plan or any Award Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company.

Q.~~Clawback andNon-Competition~~

Notwithstanding any other provisions of this Plan, any Award will be subject to such deductions and clawback as may be required to be made pursuant to any law, government regulation or stock exchange listing requirement, or any policy adopted by the Company. In addition and notwithstanding any other provisions of this Plan, any Award shall be subject to such~~non-competition~~ provisions under the terms of the Award Agreement or any other agreement or policy adopted by the Company, including, without limitation, any such terms providing for immediate termination and forfeiture of an Award if and when the recipient becomes an employee, agent or principal of an entity engaging in Competition with the Company.

R.~~Hedging and Pledging~~

Notwithstanding any other provisions of this Plan, an Award will be subject to any Company policy that the Company may adopt and/or amend from time to time regarding the hedging or pledging (or any similar transaction) of Company securities.

S.~~Sub-Plans~~

~~The Committee may from time to time establishsub-plans~~ ~~under the Plan for purposes of satisfying blue sky, securities, tax or other laws of various jurisdictions in which the Company intends to grant Awards. Anysub-plans~~ ~~shall contain such limitations and other terms and conditions as the Committee determines are necessary or desirable. Allsub-plans~~ ~~shall be deemed a part of the Plan, but eachsub-plan~~ ~~shall apply only to the Participants in the jurisdiction for which thesub-plan~~ ~~was designed.~~

T.~~Non-Uniform~~ ~~Treatment~~

The Committee’s determinations under the Plan need not be uniform and may be made by it selectively among persons who are eligible to receive, or actually receive, Awards. Without limiting the generality of the foregoing, the Committee shall be entitled to make~~non-uniform~~ ~~and selective determinations, amendments and adjustments and to enter intonon-uniform~~ ~~and selective Award Agreements.~~

~~B-16~~ ~~Energizer Holdings, Inc.~~ ~~2019 Proxy Statement~~

U.~~Employees Employed in Foreign Jurisdictions~~

In order to enable participants who are foreign nationals or employed outside the United States, or both, to receive Awards under the Plan, the Committee may adopt such amendments, administrative policies,~~sub-plans~~ and the like as are necessary or advisable, in the opinion of the Committee, to effectuate the purposes of the Plan and achieve favorable tax treatment or facilitate compliance under the laws of the applicable foreign jurisdiction without otherwise violating the terms of the Plan. Therefore, to the extent the Committee determines that the restrictions imposed by this Plan preclude the achievement of material purposes of the Awards in jurisdictions outside of the United States, the Committee has the authority and discretion to modify those restrictions as the Committee determines to be necessary or appropriate to conform to applicable requirements or practices of jurisdictions outside of the United States.

V.~~Substitute Awards~~

Awards may be granted under this Plan from time to time in substitution for Awards held by employees of other corporations who are about to become Employees, or whose employer is about to become an Affiliate, as the result of a merger or consolidation of the Company or an Affiliate with another corporation, the acquisition by the Company or an Affiliate of all or substantially all the assets of another corporation or the acquisition by the Company or an Affiliate of at least 50% of the issued and outstanding stock of another corporation. The terms and conditions of the substitute Awards so granted may vary from the terms and conditions set forth in this Plan to such extent as the Board or Committee, as applicable, at the time of the grant may deem appropriate to conform, in whole or in part, to the provisions of the Awards in substitution for which they are granted, but with respect to Awards which are Incentive Stock Options, no such variation shall be permitted which affects the status of any such substitute option as an Incentive Stock Option. Notwithstanding the foregoing, in no event shall such substitution occur to the extent such substitution would cause a violation of Code Section 409A.

W.~~Whistleblower Provisions~~

Nothing contained herein prohibits the Participant from: (i) reporting possible violations of federal law or regulations, including any possible securities laws violations, to any governmental agency or entity, (ii) making any other disclosures that are protected under the whistleblower provisions of federal law or regulations, or (iii) otherwise fully participating in any federal whistleblower programs, including but not limited to any such programs managed by the U.S. Securities and Exchange.

~~X. Effective Date and Term~~

Subject to the approval of the Company shareholders, this Plan shall be effective November 11, 2019. Upon termination, any balances in the reserve established under Section I.D. shall be cancelled, and no Awards shall be granted under the Plan thereafter. The Plan shall continue in effect, however, insofar as is necessary, to complete all of the Company’s obligations under outstanding Awards or to conclude the administration of the Plan.

The Plan shall remain in effect until the earliest of (i) the date no additional shares of Common Stock are available for issuance under the Plan, (ii) the date the Plan has been terminated in accordance with Article IX.K, or (iii) the close of business on November 10, 2029, at which time it shall terminate. Upon termination, any balances in the reserve established under Section I.D. shall be cancelled, and no Awards shall be granted under the Plan thereafter. The Plan shall continue in effect, however, insofar as is necessary, to complete all of the Company’s obligations under outstanding Awards or to conclude the administration of the Plan.

~~***~~

~~As adopted by the Board of Directors of~~

~~Energizer Holdings, Inc. as of November 11, 2019~~

~~Energizer Holdings, Inc.~~ ~~2019 Proxy Statement B-17~~

~~ENERGIZER HOLDINGS, INC.~~

~~533 MARYVILLE UNIVERSITY DRIVE~~

~~SAINT LOUIS, MO 63141~~

~~ATTN: HANNAH KIM~~

~~VOTE BY INTERNET -www.proxyvote.com~~

Use the Internet to transmit your voting instructions and for electronic delivery of information Vote by 11:59 p.m. Eastern Time on January 26, 2020. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.

~~ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS~~

If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.

~~VOTE BY PHONE - 1-800-690-6903~~

~~Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 p.m. Eastern Time on January 26, 2020. Have your proxy card in hand when you call and then follow the instructions.~~

~~VOTE BY MAIL~~

~~Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.~~

~~TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:~~

~~E87278-P31125 KEEP THIS PORTION FOR YOUR RECORDS~~

— — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — —

~~DETACH AND RETURN THIS PORTION ONLY~~

~~THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.~~

~~ENERGIZER HOLDINGS, INC.~~

~~The Board of Directors recommends you vote FOR the following:~~

~~Election of Directors:~~

~~Nominees:~~

~~For~~

~~Against~~

~~Abstain~~

~~1a.~~

~~Carlos Abrams-Rivera~~

☐

~~1b.~~

~~Bill G. Armstrong~~

☐

~~1c.~~

~~Cynthia J. Brinkley~~

☐

~~1d.~~

~~Rebecca Frankiewicz~~

☐

~~1e.~~

~~Alan R. Hoskins~~

☐

~~1f.~~

~~Kevin J. Hunt~~

☐

~~1g.~~

~~James C. Johnson~~

☐

~~1h.~~

~~John E. Klein~~

☐

~~1i.~~

~~Patrick J. Moore~~

☐

~~Please indicate if you plan to attend this meeting.~~

☐

~~Yes~~

Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.



		~~Signature [PLEASE SIGN WITHIN BOX]~~		~~Date~~

Energizer Holdings, Inc. 2021 Proxy Statement A-1

TABLE OF CONTENTS

	Adjusted SG&A as a Percentage of Net Sales			FY21
	Net sales (in millions)			$ 3,021.5
	Reported SG&A as a percentage of Net sales			16.1%
	Reported SG&A (in millions)			$487.2
	Acquisition and integration costs			(40.0)
	Acquisition earn out			(3.4)
	Adjusted SG&A			$443.8
	Adjusted SG&A as a Percentage of Net Sales			14.7%

Earnings before income taxes (in millions)

$ 154.2

Other items, net

(2.9)

~~For~~

~~Against~~

~~Abstain~~

Interest expense

~~1j. Nneka L. Rimmer~~

161.8

☐

Loss on extinguishment of debt

103.3

Acquisition and integration costs (in SG&A, COGS and R&D)

~~1k. Robert V. Vitale~~

74.8

☐

Acquisition earn out (in SG&A)

3.4

~~The Board of Directors recommends you vote FOR proposals 2, 3 and 4.~~

Adjusted Operating Profit

~~For~~

~~Against~~

$ 494.6

~~Abstain~~

~~To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal 2020.~~

☐

~~Advisory, non-binding vote on executive compensation.~~

☐

~~Approval of Omnibus Incentive Plan.~~

☐

~~NOTE:~~~~To act upon such other matters as may properly come before the meeting.~~

Adjusted Free Cash Flow (in millions)	FY19	FY20	FY21
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. 2021 Proxy Statement

~~Signature (Joint Owners)~~		~~Date~~

TABLE OF CONTENTS

~~2020 ANNUAL SHAREHOLDERS’ MEETING ADMISSION TICKET~~

~~ENERGIZER HOLDINGS, INC.~~

~~2020 ANNUAL SHAREHOLDERS’ MEETING~~

~~January 27, 2020~~

~~8:00 a.m. Central Time~~

~~Energizer’s Global Headquarters~~

~~533 Maryville University Drive~~

~~St. Louis, Missouri 63141~~

~~Please present this ticket and photo identification for admittance to the Annual Meeting.~~

~~Important Notice Regarding the Availability of Proxy Materials for the Annual Shareholders’ Meeting:~~

~~The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com.~~

— — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — —

~~E87279-P31125~~

TABLE OF CONTENTS

~~ENERGIZER HOLDINGS, INC.~~

~~Annual Shareholders’ Meeting~~

~~January 27, 2020, 8:00 AM Central Time~~

~~This proxy is solicited by the Board of Directors~~

The shareholder(s) hereby appoint(s) A. Hoskins and H. Kim, or either of them, as proxies, each with the power to appoint (his/her) substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of Common Stock of ENERGIZER HOLDINGS, INC. that the shareholder(s) is/are entitled to vote at the Annual Shareholders’ Meeting to be held at 8:00 AM, Central Time on January 27, 2020, at Energizer’s Global Headquarters, 533 Maryville University Drive, St. Louis, Missouri 63141, and any adjournment or postponement thereof.

~~This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors’ recommendations.~~

~~Continued and to be signed on reverse side~~


i		~~Proxy Statement Summary~~
1		~~CORPORATE GOVERNANCE~~
1		~~Board Leadership Structure~~
1		~~Committee Composition~~
4		~~Management Succession Planning~~
4		~~Board and Committee Assessment~~
5		~~Director Succession Planning Process~~
6		~~Shareholder Engagement~~
6		~~Board Oversight of Strategy~~
7		~~Board Oversight of Risk~~
8		~~Code of Conduct~~
9		~~Corporate Responsibility~~
9		~~Communicating Concerns to the Board~~
10		~~BOARD OF DIRECTORS~~
10		~~Director Nomination~~
10		~~Director Qualifications~~
11		~~Director Independence~~
11		~~Our Director Nominees~~
12		~~Proposal 1: Election of Directors~~
12		~~Information about Nominees~~
18		~~Director Attendance~~
18		~~Director Compensation~~
20		~~AUDIT COMMITTEE MATTERS~~
20		~~Proposal 2: Ratification of Selection of our Independent Registered Public Accounting Firm~~
21		~~Audit CommitteePre-Approval~~ ~~Policy~~
22		~~Audit Committee Report~~
23		~~Proposal 3: Advisory Vote to Approve Executive Compensation~~
24		~~EXECUTIVE COMPENSATION~~
24		~~Compensation Discussion and Analysis~~
39		~~Human Capital Committee Report~~
39		~~Executive Compensation Tables~~
49		~~CEO Pay Ratio~~
51		~~OMNIBUS INCENTIVE PLAN~~
51		~~Proposal 4: Approval of the Omnibus Incentive Plan~~
51		~~Share Reservation~~
52		~~Key Features of the Omnibus Incentive Plan~~
52		~~Grant Practices~~
53		~~Forecasted Share Usage~~
53		~~Summary of the Omnibus Incentive Plan~~
61		~~ADDITIONAL INFORMATION~~
61		~~Stock Ownership Information~~
62		~~Delinquent Section 16(a) Reports~~
63		~~Certain Relationships and Related Transactions~~
64		~~Voting Procedures~~
65		~~Householding~~
66		~~Other Business~~
66		~~Shareholder Proposals for the 2021 Annual Shareholders’ Meeting~~
67		~~Cautionary Statement Regarding Forward-Looking Statements~~
~~A-1~~		~~Appendix A:Non-GAAP~~ ~~Financial Measures~~
~~B-1~~		~~Appendix B: Omnibus Incentive Plan~~






		~~FREQUENTLY ACCESSED INFORMATION~~
		21		~~Auditor Fees~~
		1		~~Board Leadership Structure~~
		18		~~Board Meeting Attendance~~
		49		~~CEO Pay Ratio~~
		38		~~Clawback Policy~~
		9		~~Corporate Responsibility~~
		12		~~Director Biographies~~
		11		~~Director Independence~~
		31		~~Executive Compensation Peer Group~~
		30		~~Hedging and Pledging Prohibition~~
		31		~~Independent Compensation Consultant~~
		7		~~Risk Oversight~~
		6		~~Strategy Oversight~~
		61		~~Stock Ownership of Executives and Directors~~
		5		~~Succession Planning — Directors~~
		4		~~Succession Planning — Executive Officers~~
		39		~~Summary Compensation Table~~

	MAIL
~~2015 Plan~~		~~2015 Energizer Holdings, Inc. Equity Incentive Plan~~
~~ASC~~		~~Accounting Standards Codification~~
~~Executive Risk Committee~~		~~Executive Compliance and Risk Committee~~
~~FASB~~		~~Financial Accounting Standards Board~~
~~NEOs~~		~~Named Executive Officers~~
~~NYSE~~		~~New York Stock Exchange~~
~~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~~

1.		~~VOTING~~ ~~RECOMMENDATION OF~~ ~~THE BOARD~~
Election of the 11 director nominees named in this Proxy Statement	✓			~~FOR EACH NOMINEE~~
2.		Ratification of the selection of our independent registered public accounting firm for fiscal ~~2020~~	✓		~~FOR~~2022
~~Advisory~~ 3.		Non-binding, advisory vote to approve executive compensation ~~of our named executive officers~~	✓		~~FOR~~
~~Approval~~ 4.		Non-binding, advisory vote to approve the frequency of ~~the Omnibus Incentive Plan~~	✓		~~FOR~~future advisory votes to approve executive compensation


		~~Leading with Innovation is Key to Success~~
		• ~~Iconic brands consumers love~~ • ~~Customer-centric model~~ • ~~Shopper-based solutions~~ • ~~Innovation across the company~~
		~~Effectively Executing Category Fundamentals~~ ~~with Excellence~~
		• ~~Successful Integration~~ • ~~Category Expertise~~ • ~~Supply Chain Excellence~~ • ~~eCommerce Expertise~~ • ~~Strong Revenue Management~~
		~~Continuous Improvements Drive Productivity Gains~~
		• ~~Efficiency in all we do~~ • ~~Simplify, standardize and elevate~~ • ~~Continuous improvement~~


~~– Fourth consecutive year of organic growth~~⁽¹⁾~~; Consolidated net sales were $2.495 billion, up 38.8% from fiscal year 2018~~		~~– Adjusted free cash flow of $256 million~~^(1),		~~– Delivery of $18 million in synergy savings ahead of our outlook of $7.5 million for the year. We continue to expect to achieve over $100 million in synergies by the end of 2021.~~

	TELEPHONE
~~ACRONYMS~~	Vote by phone by calling (800) 690-6903.

	AT THE MEETING
~~MATTERS TO BE VOTED UPON~~	See our Proxy Statement for additional details on about how to attend.

	1		CORPORATE GOVERNANCE
	2		Board Leadership Structure
	3		Committee ~~which oversees corporate governance~~Composition
	5		Management Succession Planning
	5		Board and ~~director nominations,~~Committee Evaluations
	6		Director Succession Planning Process
	7		Shareholder Engagement
	7		Board Oversight of Strategy
	8		Board Oversight of Risk
	9		Code of Conduct
	10		Communicating Concerns to the Board
	11		BOARD OF DIRECTORS
	11		Director Nomination, Criteria, Qualifications, Experience and a Independence
	14		Proposal 1: Election of Directors
	14		Information about Nominees
	19		Director Attendance
	19		Director Compensation
	21		AUDIT COMMITTEE MATTERS
	22		Proposal 2: Ratification of Selection of our Independent Registered Public Accounting Firm
	22		Audit Committee Pre-Approval Policy
	23		Audit Committee Report
	24		Proposal 3: Advisory Vote to Approve Executive Compensation
	25		Proposal 4: Advisory Vote to Approve Frequency of Future Votes to Approve Executive Compensation
	26		EXECUTIVE COMPENSATION
	26		Compensation Discussion and Analysis
	41		Human Capital Committee ~~which has responsibility for oversight of compensation, culture and human capital management~~	Report
	42		Executive Compensation Tables
~~Risk Oversight~~	53	•~~ESG~~~~: The Board codified its oversight over all environmental, social~~	CEO Pay Ratio
	54		ADDITIONAL INFORMATION
	54		Stock Ownership Information
	56		Delinquent Section 16(a) Reports
	57		Certain Relationships and ~~governance issues in our charter~~Related Transactions
	58		Voting Procedures
	60		Householding
	60		Other Business
	60		Shareholder Proposals for the ~~Nominating and Governance Committee~~ •~~Cybersecurity~~: Our Board reviews and discusses cybersecurity and information security risk quarterly, and in line with best practices our Board has amended its Audit Committee Charter to make explicit the Audit Committee’s responsibility for oversight of cybersecurity risk	2023 Annual Shareholders’ Meeting
	61		Cautionary Statement Regarding Forward-Looking Statements
~~Board Evaluation~~ ~~Process~~	A-1	• ~~The Nominating and Governance Committee enhanced the annual evaluation process for the Board and its Committees~~	Appendix A: Non-GAAP Financial Measures

	FREQUENTLY ACCESSED INFORMATION
	22	Auditor Fees
~~Independence~~	2	Board Leadership Structure
	53	CEO Pay Ratio
	31	Clawback Policy
	19	Director Attendance
	14	Director Nominations
	32	Executive Compensation Peer Group
	30	Hedging and Pledging Prohibition
	31	Independent Compensation Consultant
	8	Risk Oversight
	7	Strategy Oversight
	55	Stock Ownership of Executives and Directors
	6	Succession Planning — Directors
	5	Succession Planning — Executive Officers
	42	Summary Compensation Table

	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

	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


~~Audit Committee~~
Members: Bill G. Armstrong ~~John E. Klein~~ Rebecca 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 ~~2019:~~7 2021: 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”) and Securities and Exchange Commission (“SEC”) rules and ~~regulations,~~regulations. Mr. Vitale and Mr. ~~Moore, who served on the Audit Committee until November 2018, and Mr. Vitale~~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 between management and our independent accountants regarding financial reporting,pre-approving all audit andnon-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 risk
	•	Exercises oversight of the Company’s compliance program and internal audit, with direct access to ~~the Company’s Chief Compliance Officer~~management

		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: 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


Nominating and Governance Committee
Members: Carlos Abrams-Rivera Cynthia J. Brinkley James C. Johnson (Chair) ~~W. Patrick McGinnis~~ ~~J. Patrick Mulcahy~~ Meetings in Fiscal ~~2019:~~ 0 ~~The Nominating and Governance Committee was created in Fiscal 2019 and had its first meeting in Fiscal 2020.~~ ~~The Board has determined that each~~2021: 4 No member of the Nominating and Governance Committee is ~~independent within~~or has been an officer or employee of the ~~meaning~~Company or any of ~~Energizer’s independence standards~~its subsidiaries. In addition, no member of the Nominating and ~~applicable NYSE and SEC~~Governance Committee had any relationships with the Company or any other entity that require disclosure under the proxy rules and ~~regulations.~~ regulations promulgated by the SEC.	•	• ~~Oversight over environmental, social and governance risks~~ • ~~Subject to the terms of the Company’s governance documents, reviews,~~ 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
	•	Administers our stock ownership guidelines
	•	Conducts the annual self-assessment process of the Board and its committees


6 Energizer Holdings, Inc. ~~2019~~2021 Proxy Statement		7


10 Energizer Holdings, Inc. ~~2019~~2021 Proxy Statement		11


		16 Energizer Holdings, Inc. ~~2019~~2021 Proxy Statement 15


16 Energizer Holdings, Inc. ~~2019~~2021 Proxy Statement		17




Non-Employee Director Compensation

Annual retainer	$	100,000

Fee for each Board meeting in excess of six (6) meetings	$	1,500

Fee for each Committee meeting in excess of six (6) meetings	$	1,500





DIRECTOR COMPENSATION TABLE

Name	Fees Earned or Paid in Cash (1)			Stock Awards (2)(3)			Option Awards (4)			Non-Equity Incentive Plan Compensation			Change in Pension Value and Non- Qualified Deferred Compensation Earnings			All Other Compensation (5)(6)			Total

B.G. Armstrong		$	103,000		$	110,011		$	0		$	0		$	0		$	0		$	213,011

C.J. Brinkley		$	104,833		$	110,011		$	0		$	0		$	0		$	0		$	214,844

K.J. Hunt		$	101,500		$	110,011		$	0		$	0		$	0		$	0		$	211,511

J.C. Johnson		$	121,500		$	110,011		$	0		$	0		$	0		$	0		$	231,511

J.E. Klein		$	103,000		$	110,011		$	0		$	0		$	0		$	0		$	213,011

W.P. McGinnis		$	121,500		$	110,011		$	0		$	0		$	0		$	0		$	231,511

P.J. Moore		$	191,500		$	110,011		$	0		$	0		$	0		$	0		$	301,511

J.P. Mulcahy		$	114,000		$	110,011		$	0		$	0		$	0		$	0		$	224,011

N.L. Rimmer		$	103,000		$	110,011		$	0		$	0		$	0		$	0		$	213,011

R.V. Vitale		$	120,500		$	110,011		$	0		$	0		$	0		$	0		$	230,511


		20 Energizer Holdings, Inc. ~~2019~~2021 Proxy Statement 19





Fees Paid to PwC (in thousands)	FY18		FY19

Audit Fees	$	3,605	$	6,696

Audit-Related Fees	$	28	$	13

Tax Fees:

Tax Compliance / Preparation	$	2	$	3

Other Tax Services	$	184	$	226

Total Tax Fees	$	186	$	229

All Other Fees	$	0	$	0

TOTAL FEES	$	3,819	$	6,938


		22 Energizer Holdings, Inc. ~~2019~~2021 Proxy Statement 21


22 Energizer Holdings, Inc. ~~2019~~2021 Proxy Statement		23


		24 Energizer Holdings, Inc. ~~2019~~2021 Proxy Statement 23


24 26 Energizer Holdings, Inc. ~~2019~~2021 Proxy Statement


	Company Revenue (in millions)	Employees
75^th Percentile	4,363	9,450
50^th Percentile	3,156	5,600
25^th Percentile	2,186	3,950
Energizer	2,495	7,500

	Company Revenue (in millions)	Employees
75^th Percentile	$5,721	7,811
50^th Percentile	$3,241	5,800
25^th Percentile	$2,089	3,814


	Base Salary Levels for 2018 and 2019 and % Change

	2018			2019			Increase (%)

A.R. Hoskins		$	1,000,000		$	1,030,000	3%

M.S. LaVigne		$	573,682		$	590,892	3%

T.W. Gorman		$	520,000		$	561,600	8%

G.T. Kinder		$	452,067		$	465,629	3%

E.K. Boss		$	443,477		$	456,781	3%


		34 Energizer Holdings, Inc. ~~2019~~2021 Proxy Statement 33



	Driving Shareholder Value	Weighting	Threshold (50% of Target)	Target (100% of Target)	Stretch (200% of Target)

Cumulative Adjusted Earnings per Share	Aligns executive officers with shareholders through a shared focus on the earnings that accrue to a shareholder in our stock	50%	$9.35	$10.39	$11.43

Cumulative Adjusted Free Cash Flow	Measures free cash flow relative to net sales, encouraging a sustained focus on maximizing cash flow over the long term	50%	10.3%	11.3%	12.3%


38 Energizer Holdings, Inc. ~~2019~~2021 Proxy Statement		39





Name and Principal Position	Fiscal Year		Base Salary			Bonus			Stock Awards (1)			Option Awards			Non-Equity Incentive Plan Comp. (2)			Change in Pension Value and Nonqualified Deferred Comp. Earnings (3)			All Other Compensation (4)			Total
Alan R. Hoskins		2019		$	1,025,000		$	0		$	4,120,076		$	0		$	1,439,530		$	72,162		$	158,150		$	6,814,918
Chief Executive Officer		2018		$	994,167		$	0		$	4,000,056		$	0		$	1,510,837		$	65,680		$	164,495		$	6,735,235
		2017		$	961,833		$	0		$	3,860,069		$	0		$	1,647,424		$	41,918		$	159,629		$	6,670,873
Mark S. LaVigne		2019		$	588,024		$	0		$	1,320,077		$	0		$	574,492		$	5,023		$	77,494		$	2,565,110
President &		2018		$	570,897		$	0		$	1,320,033		$	0		$	603,545		$	4,549		$	79,942		$	2,578,966
Chief Operating Officer		2017		$	555,621		$	0		$	1,312,526		$	0		$	661,461		$	3,485		$	83,761		$	2,616,854
Timothy W. Gorman		2019		$	554,667		$	0		$	1,000,090		$	0		$	508,024		$	0		$	76,837		$	2,139,618
Chief Financial Officer		2018		$	520,000		$	0		$	850,054		$	0		$	755,385		$	0		$	50,336		$	2,175,775
		2017		$	341,342		$	0		$	275,008		$	0		$	318,940		$	0		$	38,306		$	973,596
Gregory T. Kinder		2019		$	463,369		$	0		$	875,011		$	0		$	339,529		$	1,023		$	61,204		$	1,740,136
Chief Supply Chain Officer		2018		$	449,873		$	0		$	875,027		$	0		$	356,699		$	926		$	50,449		$	1,732,974
		2017		$	437,158		$	0		$	900,036		$	0		$	390,928		$	710		$	57,948		$	1,786,780
Emily K. Boss		2019		$	454,564		$	0		$	600,030		$	0		$	333,078		$	173		$	49,849		$	1,437,694
Former Vice President & General		2018		$	440,978		$	0		$	600,060		$	0		$	349,646		$	157		$	49,357		$	1,440,198
Counsel		2017		$	427,107		$	0		$	515,076		$	0		$	381,647		$	120		$	55,107		$	1,379,057

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 utilized 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 ~~with the Board~~ development plans for successors of the other executive officer ~~roles.~~roles with the Board. Directors engage with potential Chief Executive Officer and executive officer talent at Board and Committee 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~~