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- Departure of CEO (new) — Long-serving CEO James Hagedorn departed after 25 years, triggering substantial severance obligations totaling approximately $21.65M.
Scotts Miracle-Gro names Nathan Baxter CEO, replacing 25-year leader James Hagedorn
Filed July 1, 2026 · Period ending July 1, 2026 · ~2 min read
Key Changes
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Nathan Baxter, 53, promoted from President & COO to CEO effective June 26, succeeding James Hagedorn who led the company for 25 years and grew revenue from $732M to $3.3B. Board characterized the transition as part of a long-term succession plan established when Baxter joined in 2023.
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation verify on EDGAR → -
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Hagedorn receives $17.4M severance (reduced by accrued pension, paid over 12 months), plus $500K in airplane operation support, $150K administrative support, and $3.6M over three years for non-compete obligations—totaling approximately $21.65M in separation costs.
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation verify on EDGAR → -
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Lead Independent Director Peter Shumlin elected Board Chairman, replacing Hagedorn who also resigned from the Board after serving as Chairman since 2003. Director Nick Miaritis resigned from Board but remains as EVP & Chief Brand Officer.
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation verify on EDGAR → -
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Baxter's CEO compensation includes $1.1M base salary, 150% target incentive, $5.25M annual long-term incentive target, and a one-time $2M restricted stock unit grant to align compensation with new responsibilities.
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation verify on EDGAR → -
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Company reaffirmed fiscal 2026 guidance: low single-digit U.S. Consumer sales growth, adjusted gross margin of at least 32%, adjusted EPS of $4.15-$4.35, and free cash flow of approximately $275M with leverage declining to high 3x range.
Exhibit 99 view on EDGAR →
Summary
Scotts Miracle-Gro executed a planned CEO succession, promoting Nathan Baxter from President & COO to CEO effective June 26, 2026. Baxter, 53, succeeds James Hagedorn, who led the company for 25 years and grew annual revenue from $732 million to $3.3 billion through strategic acquisitions and the Bonnie Plants joint venture.
The Board characterized the transition as part of a long-term succession plan established when Baxter joined in 2023. Baxter is described as the architect of the company's SMG 2.0 growth strategy focused on category growth, channel expansion, and naturals/organics innovation.
The transition carries significant cost: Hagedorn's separation package totals approximately $21.65 million, including $17.4M in severance (reduced by accrued pension benefits and paid over 12 months), $500K in airplane operation support, $150K in administrative support, and $3.6M over three years for non-compete obligations. These payments stem from a 2013 severance agreement. The company reaffirmed its fiscal 2026 guidance alongside the announcement, projecting adjusted EPS of $4.15-$4.35 and free cash flow of approximately $275 million. Retail holders should watch the August 4 Investor Day at the NYSE, where Baxter and the executive team will detail mid- to long-term strategic priorities under new leadership. The substantial severance cost and leadership continuity through a planned succession are the key near-term considerations.
Section-by-Section Diff
Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation
SMG names Nathan Baxter CEO, replacing 25-year CEO James Hagedorn; Hagedorn receives $17.4M severance plus $4.25M in services and non-compete pay.
Added in current filing · verify on EDGAR →
On June 29, 2026, The Scotts Miracle-Gro Company (the “Company”) announced that, in alignment with the Board of Directors’ long-term succession plan, the Board has named Nathan E. Baxter as President & Chief Executive Officer of the Company, effective June 26, 2026. In addition, the Board has elected Mr. Baxter to the Board of Directors.
Mr. Baxter succeeds James Hagedorn, who has served as Chief Executive Officer of the Company since 2001.
Nathan Baxter, 53, was promoted from President & Chief Operating Officer to President & CEO effective June 26, 2026, succeeding James Hagedorn who led the company for 25 years. Baxter previously served in operations roles and is a general partner of the Hagedorn Partnership, the company's largest shareholder. The Board characterized this as part of a long-term succession plan.
Event · Exhibit 99
ScottsMiracle-Gro appoints Nate Baxter as CEO and Pete Shumlin as Board Chairman, succeeding Jim Hagedorn after 25 years as CEO.
Added in current filing · view on EDGAR →
The Scotts Miracle-Gro Company (NYSE: SMG), the leading marketer of branded consumer lawn and garden products in North America, today announced that the Board of Directors has named Nate Baxter as president and CEO, effective immediately. In addition, Baxter has joined the Board of Directors. The Board also elected independent Lead Director Pete Shumlin as chairman of the Board.
Nate Baxter, 53, has been appointed president and CEO effective immediately, succeeding Jim Hagedorn who served as CEO since 2001. Baxter joined the company in 2023 and has been president and COO since 2024. The succession was planned by the Board when Baxter joined in 2023. Pete Shumlin, an independent director since 2017 and lead independent director since 2023, has been elected Board Chairman.
Added in current filing · view on EDGAR →
During his tenure, Baxter, 53, has driven a relentless focus on operational excellence and is the architect of the Company’s multi-year SMG 2.0 growth strategy centered on category growth, channel expansion and product innovation grounded in naturals and organics. He also has spearheaded the implementation of technology, automation, data analytics and AI to deliver operational and cost efficiencies throughout the organization.
Baxter is described as the architect of the company's SMG 2.0 growth strategy, which focuses on category growth, channel expansion, and product innovation in naturals and organics. He has led implementation of technology, automation, data analytics, and AI to improve operational efficiency. He is also a general partner of the Hagedorn Partnership, L.P., the company's largest shareholder.
Added in current filing · view on EDGAR →
As previously announced, the Company will host its 2026 Investor Day at the New York Stock Exchange on August 4, 2026, beginning at 9 a.m. ET. Members of the executive and senior leadership team will discuss the Company’s mid- to long-term strategic priorities and financial goals followed by a question-and-answer session.
The company will host an Investor Day at the NYSE on August 4, 2026, where the executive team will discuss mid- to long-term strategic priorities and financial goals. This provides an opportunity for investors to hear directly from the new leadership team about the company's direction.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jul 8, 2026 · How we verify