Scotts Miracle-Gro CEO Change: Son Eligible for Est. $2.7M

Scotts Miracle-Gro changed CEOs on June 26, when Nathan "Nate" Baxter succeeded James "Jim" Hagedorn, who had been CEO since 2001, according to an 8-K filed July 1. The company's June 29 release said "effective immediately." Now a Form 8-K filed Friday, Oct. 16 covers Hagedorn's son, Chris Hagedorn, the company's "former" executive vice president and chief strategy officer, whose Termination Date was Sept. 30. His separation agreement gives him the severance benefits of a termination without Cause: 24 months of salary and two times his target bonus. At the base salary and bonus rates in the December 2025 proxy, that is about $2.7 million in cash over two years (TradeFlock's estimate). Most of his father's June package satisfies a 2013 severance agreement, so the total is not all new money.

What the 8-K Says About Chris Hagedorn's Exit

The company and Chris Hagedorn agreed on Saturday, Aug. 29 that he "would depart his position," effective Wednesday, Sept. 30, according to an 8-K filed Sept. 3. That filing gave no reason. The Oct. 16 filing calls him the company's "former" executive vice president and chief strategy officer and says he "would be departing the Company on September 30, 2026." It adds that 57,033 options "vested in full on the Termination Date," and Exhibit 10.1 says his last day of employment "shall be September 30, 2026." The 8-K says the agreement was signed Tuesday, Oct. 13 and is "consistent with" the severance benefits in his Tier 1 Participation Agreement under the Executive Severance Plan "pursuant to a termination without Cause." The benefits are:

• Severance pay equal to 24 months of salary at his regular monthly base pay.
• Outplacement services for up to 12 months, or until he accepts new employment.
• For 24 months, a benefits offset payment equal to the excess of the COBRA premium charged to terminated employees over the premium he paid as an active employee.
• A Bonus Amount equal to 2.0 times his target bonus opportunity, with half paid after the first anniversary of his termination date and half after the second, "subject to Mr. Hagedorn's continued compliance" with his post-employment obligations.

The payments depend on him not revoking his acceptance of the agreement. Separately, he is eligible for a fiscal 2026 incentive payout in November, calculated from his target bonus through Sept. 30, the company's actual plan results and a discretionary personal performance factor. Exhibit 10.1 says that payout comes in cash and equity.

His title had moved. The proxy filed Dec. 17, 2025 listed him as executive vice president and chief of staff, age 41, and says he is the son of James Hagedorn. His Form 4 for a June 30 transaction, filed July 6, still says chief of staff. His next Form 4, for July 31 and filed Aug. 5, says chief strategy officer. The filings do not say when or why the title changed.

The Estimate, Using Proxy Rates

The 8-K does not give his salary or target bonus, so TradeFlock used the proxy's fiscal 2025 figures. Every number below is a TradeFlock estimate, and his fiscal 2026 rates are not shown in any filing checked.

• Base salary rate: $700,000, from the proxy's pay table. The table's footnote says the termination figures use two times the base salary rate in effect Sept. 30, 2025.
• Target bonus: 90% of base salary, or $630,000.
• 24 months of salary: $1,400,000 (TradeFlock's math: $700,000 times two), or about $58,333 a month.
• Bonus Amount: $1,260,000 (TradeFlock's math: $630,000 times two), paid in two $630,000 installments after the first and second anniversaries of Sept. 30.
• Benefits offset: $44,019, the proxy's figure for 24 months as of Sept. 30, 2025.
• Total cash: $2,704,019 (TradeFlock's math: $1,400,000 plus $1,260,000 plus $44,019). That is about 3.9 times his base salary rate.

The proxy's own illustration for a no-Cause exit on Sept. 30, 2025 showed the same three cash lines and a $3,338,300 total, which also counted accelerated options and performance units. The equity terms in his actual agreement differ, so TradeFlock did not use that total. The estimate also leaves out the fiscal 2026 incentive payout.

What Vested and What Was Forfeited

The 8-K says 57,033 stock options granted Nov. 16, 2023 "vested in full on the Termination Date and will expire 180 days following" it, which is March 29, 2027 (TradeFlock's math). The proxy's award table lists those options with an exercise price of $56.87. Yahoo Finance shows Scotts stock closed at $54.57 on Oct. 16, which is $2.30 below that price, so the options have no gain at that price (TradeFlock's math).

Exhibit 10.1 gives that grant date as Nov. 16, 2022, which looks like a typo. The proxy table lists the 57,033 options on Nov. 16, 2023 at $56.87. It shows no grant dated Nov. 16, 2022, and the only 2022 grant listed for him is a different one on Nov. 4, 2022 (33,418 options at $50.40), which the proxy counts among his fully vested options as of Dec. 1, 2025. The 8-K also says 2023.

His 16,239 performance units from Feb. 16, 2024 "will vest and settle on February 16, 2027 subject to the achievement of the underlying performance criteria." At the target count and the Oct. 16 close they would be worth about $886,000 (TradeFlock's math), though the real payout depends on performance and the share price. Unvested awards were forfeited:

• 56,033 options (TradeFlock's sum of 21,009, 5,375 and 29,649, granted Nov. 8, 2024, Jan. 31, 2025 and Jan. 30, 2026).
• 23,407 performance units (TradeFlock's sum of 8,808 and 14,599, granted Jan. 31, 2025 and Jan. 30, 2026).

His last Form 4, filed Sept. 9, shows about 57,556 shares held directly as of Aug. 31, 2026.

How It Fits the CEO Handover

The July 1 8-K says the board named Baxter president and CEO "effective June 26, 2026." Hagedorn, CEO since 2001 and chairman since 2003, also resigned from the board. Lead independent director Peter Shumlin became chairman, so the board now has an independent chair and a separate CEO. Baxter's base salary is $1,100,000 with a 150% target bonus, a $5,250,000 annual long term incentive target and a $2,000,000 restricted stock unit true-up. Avient also gave its new CEO big hiring awards while splitting the same two roles, and Fox Factory's interim CEO deal shows how another consumer brand priced a sudden CEO change.

James Hagedorn's separation agreement pays $17,400,000, "reduced by the value of his accrued benefit under Company pension plans," over twelve months. The 8-K says that sum replaces the lump sum of three times salary and bonus he was owed under a December 11, 2013 severance agreement, and that the $3,600,000 paid over three years for his non-compete and other covenants was "originally provided for" in that same agreement. Together those two pieces are $21,000,000 (TradeFlock's math). The only new items are $500,000 of aircraft support services and $150,000 of administrative support, which the 8-K calls "additional consideration." The package totals up to $21,650,000 before the pension offset (TradeFlock's math: $21,000,000 plus $650,000). Adding the estimate for his son gives about $24.4 million (TradeFlock's estimate: $21,650,000 plus $2,704,019), but most of that was owed under existing agreements rather than newly granted.

The family still holds a large stake. A Form 4 filed Aug. 5 shows the Hagedorn Partnership, L.P. sold 30,000 shares on Aug. 3 at weighted average prices of $67.42 and $68.16, leaving 13,137,641 shares. That is about 22.6% of the 58,220,274 shares outstanding on July 31 per the 10-Q (TradeFlock's math, with holdings and share count three days apart). The Oct. 16 close was 19% below the $67.42 price (TradeFlock's math). The Partnership's Schedule 13D/A filed Dec. 11, 2025 showed 13,217,641 shares, or 22.8%, as of Dec. 9, 2025, and the July 1 8-K calls the Partnership the company's largest shareholder. The Aug. 5 Form 4 names Chris Hagedorn, Katherine Hagedorn Littlefield, Nathan Baxter, Hope Reeves and Robert Hagedorn as its five general partners. The filings checked do not show whether Chris Hagedorn remains a general partner after leaving the company.

Dates to Track After Hagedorn's Exit

Scotts' fiscal year ended Sept. 30, so the annual report and the next proxy should show what Chris Hagedorn was paid for fiscal 2026 and his rates. Watch for his November incentive payout, the Feb. 16, 2027 performance unit settlement, the March 29, 2027 option expiration and any further Partnership sales.

Cover image: Grass at a lawn with morning dew, by Leonhard Lenz via Wikimedia Commons, CC0 1.0 (cropped).