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Scotts Miracle-Gro Company announced that Mark J. Scheiwer, Executive Vice President, Chief Financial Officer, and Chief Administrative Officer, purchased 3.911 shares of phantom stock on July 27, 2026. This transaction, disclosed in a regulatory filing dated July 28, 2026, is part of the company’s ongoing equity-based executive compensation program. The phantom stock units grant contingent rights to receive common shares or cash equivalents upon employment termination, with Scheiwer having the option to convert his phantom stock into alternative investments at his discretion.
Key Points
- NYSE: SMG
- CFO Mark J. Scheiwer acquired 3.911 phantom stock shares on July 27, 2026
- Phantom stock valued at $69.55 per share; total beneficial ownership post-transaction is 1,408.604 shares
- Phantom stock payable in cash upon employment termination; transferable into alternative investments at executive’s discretion
Details of Executive Phantom Stock Award
The filing reveals that Mark J. Scheiwer, serving as EVP, CFO, and CAO at Scotts Miracle-Gro Company, acquired phantom stock units representing contingent equity interests. Each unit entitles the holder to receive one common share or its cash equivalent, as per the regulatory disclosure. The acquisition involved 3.911 phantom stock shares on July 27, 2026, with a conversion price of $69.55 per share.
After this transaction, Scheiwer’s total beneficial ownership of phantom stock reached 1,408.604 shares held directly. This reflects a standard element of the company’s executive compensation strategy, aligning management incentives with shareholder value creation through equity-based programs.
Phantom Stock Structure and Payment Terms
The disclosed phantom stock units differ from traditional equity awards by their payment and flexibility. Rather than granting immediate ownership, these units entitle executives to receive common shares or cash only after employment termination at Scotts Miracle-Gro. This deferred equity distribution maintains an incentive link between compensation and company equity value.
The filing also notes Scheiwer’s discretionary authority to transfer phantom stock holdings into alternative investments during his tenure. This flexibility supports personalized portfolio management within the deferred compensation framework, illustrating the customizable nature of modern executive pay plans tailored to individual financial goals.
Growth in Scheiwer’s Beneficial Ownership
This acquisition increases Scheiwer’s phantom stock holdings to approximately 1,408.604 shares, emphasizing the importance of phantom equity in his overall compensation package. The filing confirms this as direct beneficial ownership, indicating Scheiwer’s full control and economic interest without third-party involvement.
The significant phantom stock position highlights Scotts Miracle-Gro’s reliance on equity incentives to retain key financial leadership. As CFO and CAO, Scheiwer’s role is critical, and the substantial phantom equity stake underscores the company’s strategic focus on long-term retention for financial and administrative stability.
Transaction Timeline and Regulatory Disclosure
The transaction took place on July 27, 2026, with disclosure to the Securities and Exchange Commission on July 28, 2026. This one-day reporting lag complies with SEC rules requiring insiders to report ownership changes within two business days. The filing was signed by Kathy L. Uttley, attorney-in-fact for Scheiwer, ensuring professional handling of executive compensation filings.
As a company officer, Scheiwer is subject to Section 16 reporting under the Securities Exchange Act of 1934, mandating disclosure of beneficial ownership changes by insiders. This filing confirms ongoing compliance with transparency and regulatory requirements.
Cash Settlement Upon Employment Termination
The filing specifies that phantom stock awards are settled in cash following the executive’s termination at Scotts Miracle-Gro. Unlike traditional stock options or restricted stock units that result in share issuance, this cash settlement avoids share dilution while providing executives with liquid value equivalent to the stock price at settlement.
From a compensation perspective, cash-settled phantom stock offers flexibility in managing equity expenses and share count. Upon employment termination, Scheiwer would receive cash based on his phantom stock balance and the company’s stock price, effectively functioning as a deferred cash bonus tied to equity performance.
Direct Ownership and Control
The disclosure confirms Scheiwer holds phantom stock directly, not through intermediaries or indirect ownership structures. This direct ownership grants him full control and economic exposure to equity value changes. There is no indication of ownership via spouse, trust, or family entities, confirming personal beneficial ownership.
This direct holding simplifies reporting and compliance for both Scheiwer and Scotts Miracle-Gro’s transfer agent, eliminating complexities related to indirect ownership and streamlining SEC Form 4 filings.
Investor Insights on Executive Equity Compensation
Investors tracking Scotts Miracle-Gro’s executive compensation may view phantom stock awards as indicators of management’s confidence in long-term company growth and equity appreciation. Significant phantom equity holdings by senior financial executives suggest alignment with the company’s strategic direction, though acquisitions through routine compensation plans are standard corporate governance practice rather than extraordinary confidence signals.
The phantom equity structure aligns executive pay with sustained shareholder value rather than short-term stock price fluctuations. Investors should consider how phantom stock complements base salary and cash bonuses within the total executive compensation and incentive framework.
Regulatory Compliance and Insider Reporting
This filing demonstrates Scotts Miracle-Gro’s adherence to SEC insider trading disclosure rules. Section 16 of the Securities Exchange Act requires officers, directors, and significant shareholders to report ownership changes, enhancing market transparency and reducing information asymmetry between insiders and public investors.
The company’s timely SEC submission reflects strong institutional controls over insider trading documentation. Investors can access all such filings via the SEC’s EDGAR database, enabling comprehensive monitoring of executive compensation trends and insider holdings across public companies.
