ENERGIZER HOLDINGS, INC.ENR
ENERGIZER HOLDINGS, INC. Stock Compensation Disclosure
Share-Based Payments
The Board of Directors adopted the Energizer Holdings, Inc. Equity Incentive Plan ("2015 Plan") on July 1, 2015. Under the terms of the 2015 Plan, stock options, restricted stock awards, restricted stock equivalents, stock appreciation rights and performance-based stock awards may be granted to directors, officers, consultants, advisors and employees of the Company. The 2015 Plan reserved 10 million shares of common stock for issuance under that plan.
On January 27, 2020, the Company’s shareholders approved the Energizer Holdings, Inc. Omnibus Incentive Plan ("2020 Plan"). The 2020 Plan replaced and superseded the 2015 Plan for new grants, though the terms of the 2015 Plan will continue to govern all awards granted under that plan. Under the 2020 Plan, stock options, stock appreciation rights, restricted stock and restricted stock units (time-based and performance-based), other stock awards and cash-based awards may be granted to directors, officers, consultants, advisors and employees of the Company. The 2020 Plan reserved 6.5 million shares for issuance under that plan as well as the shares that were still available for issuance under the 2015 Plan.
On January 30, 2023, the Company’s shareholders approved the Energizer Holdings, Inc. 2023 Omnibus Incentive Plan ("2023 Plan"). The 2023 Plan replaced and superseded the 2020 Plan for new grants, though the terms of the 2020 Plan will continue to govern all awards granted under that plan. Under the 2023 Plan, stock options, stock appreciation rights, restricted stock and restricted stock units (time-based and performance-based), other stock awards and cash-based awards may be granted to directors, officers, consultants, advisors and employees of the Company. The 2023 Plan authorized 4.3 million shares for issuance under that plan as well as the shares that were still available for issuance under the 2020 Plan.
At September 30, 2025, there were 6.1 million shares available for future awards under the 2023 Plan.
Total compensation cost charged against income for the Company’s share-based compensation arrangements was $26.0, $23.5, $22.2 for the years ended September 30, 2025, 2024 and 2023, respectively, and was recorded in SG&A expense. The total income tax benefit recognized in the Consolidated Statements of Earnings and Comprehensive Income for share-based compensation arrangements was $3.7, $3.5 and $3.5 for the years ended September 30, 2025, 2024 and 2023, respectively.
Restricted Stock Units ("RSU")
In November 2021, the Company granted RSU awards to a group of key employees of approximately 140,000 shares that vest ratably over four years. The closing stock price on the date of the grant was $38.75.
In November 2022, the Company granted RSU awards to a group of key employees of approximately 391,000 shares that vest ratably over four years and granted RSU awards to a group of key executives of approximately 138,000 shares that vest on the third anniversary of the date of grant. In addition, the Company granted approximately 322,000 performance shares to a group of key executives that will vest subject to two performance requirements. Half of the awards will vest based on meeting target
amounts for cumulative adjusted earnings per share and the other half will vest based on TSR metrics compared to the Company's performance peer group over the three year performance period. These performance measures are equally weighted with the maximum award payout of approximately 644,000 shares. The closing stock price on the date of the grant used to determine the award fair value for the cumulative adjusted earnings per share portion of the award was $29.23.
In November 2023, the Company granted RSU awards to a group of key employees of approximately 310,000 shares that vest ratably over four years and granted RSU awards to a group of key executives of approximately 107,000 shares that vest on the third anniversary of the date of grant. In addition, the Company granted approximately 250,000 performance shares to a group of key executives that will vest subject to two performance requirements. Half of the awards will vest based on meeting target amounts for cumulative adjusted earnings per share and the other half will vest based on TSR metrics compared to the Company's performance peer group over the three year performance period. The maximum award payout of approximately 500,000 shares. The closing stock price on the date of the grant used to determine the award fair value was $33.57.
In November 2024, the Company granted RSU awards to a group of key employees of approximately 333,000 shares that vest ratably over four years and granted RSU awards to a group of key executives of approximately 116,000 shares that vest on the third anniversary of the date of grant. In addition, the Company granted approximately 270,000 performance shares to a group of key executives that will vest subject to two performance requirements. Half of the awards will vest based on meeting target amounts for cumulative adjusted earnings per share and the other half will vest based on TSR metrics compared to the Company's performance peer group over the three year performance period. The maximum award payout of approximately 540,000 shares. The closing stock price on the date of the grant used to determine the award fair value was $32.61.
The portion of the November 2024, 2023, and 2022 performance awards that are contingent upon achievement of the TSR have a 53.4%, 47.6% and 53.7% fair value premium, respectively, added to the closing stock price on the date of the grant based on a simulation of outcomes under a Monte Carlo valuation model. The assumptions for the valuation of TSR performance shares granted during the year ended September 30, 2025, 2024, and 2023 are summarized in the table below:
| Fiscal Year 2025 | Fiscal Year 2024 | Fiscal Year 2023 | |||||||||
| Expected term (in years) | 3.0 | 3.0 | 3.0 | ||||||||
| Expected volatility | 30.1 | % | 31.3 | % | 41.1 | % | |||||
| Expected dividend rate | 3.7 | % | 3.6 | % | 4.1 | % | |||||
| Expected risk-free rate | 4.1 | % | 4.7 | % | 4.6 | % | |||||
| Fair value of TSR award at grant | $50.02 | $49.56 | $44.92 | ||||||||
The expected volatility rate for Energizer and the peer companies was based on historical stock price movements. The risk free rate is based on the U.S. Treasury constant maturities yield on the grant date for the remaining length of the performance period.
The following table summarizes the Company's RSU activity (including performance awards at stretch) during the current fiscal year (shares in millions):
| Shares | Weighted-Average Grant Date Estimated Fair Value per Share | |||||||||||||
| Nonvested RSU at October 1, 2024 | 2.8 | $ | 38.75 | |||||||||||
| Granted | 1.0 | $ | 37.15 | |||||||||||
| Vested | (0.6) | $ | 36.55 | |||||||||||
| Cancelled | (0.4) | $ | 37.83 | |||||||||||
Nonvested RSU at September 30, 2025 | 2.8 | $ | 34.24 | |||||||||||
As of September 30, 2025, there was an estimated $33.1 of total unrecognized compensation costs related to the outstanding RSU awards, which will be recognized over a weighted-average period of 1.1 years. The weighted average estimated fair value for RSU awards granted was $38.5, $37.4, and $40.8 for September 30, 2025, 2024 and 2023, respectively. The estimated fair value of RSU awards that vested was $22.7, $17.9, and $10.6 in fiscal 2025, 2024 and 2023, respectively.
Subsequent to year-end, in November 2025, the Company granted RSU awards to a group of key employees of approximately 460,000 shares that vest ratably over four years and granted RSU awards to a group of key executives of approximately 280,000 shares that vest ratably over three years. In addition, the Company granted approximately 280,000 performance shares to a group of key executives that will vest subject to meeting certain performance metrics over the three year performance period. The maximum award payout is approximately 560,000 shares. The closing stock price on the date of the grant used to determine the award fair value was $23.82.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Nov 18, 2025 | Showing above |
| 2024 | Nov 19, 2024 | |
| 2023 | Nov 14, 2023 | |
| 2022 | Nov 15, 2022 | |
| 2021 | Nov 16, 2021 | |
| 2020 | Nov 17, 2020 | |
| 2019 | Nov 19, 2019 | |
| 2018 | Nov 16, 2018 | |
| 2017 | Nov 14, 2017 | |
| 2016 | Nov 15, 2016 | |
| 2015 | Nov 20, 2015 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.