SHARE BASED COMPENSATION

12 Months Ended

Sep. 30, 2024

Share-Based Payment Arrangement [Abstract]

Equity based incentive and performance compensation awards provided to employees, directors, officers and consultants, including the restricted stock units and stock options further discussed below, were issued pursuant to the Spectrum Brands Holdings, Inc. 2011 Omnibus Equity Awards Plan as approved and amended by the stockholders, and the Spectrum Brands Holdings, Inc. 2020 Omnibus Equity Plan, as approved by the stockholders. The following is a summary of the authorized and available shares per the respective plans:


(number of shares, in millions)	Authorized	Available
Spectrum Brands Holdings, Inc. 2011 Omnibus Equity Awards Plan	7.1	0.4
Spectrum Brands Holdings, Inc. 2020 Omnibus Equity Plan	2.6	1.8

Compensation costs for share-based payment arrangements are recognized as Selling, General and Administrative Expense on the Consolidated Statements of Income. The following is a summary of the share based compensation expense for the years ended September 30, 2024, 2023 and 2022:


(in millions)	2024		2023		2022
Share based compensation expense	$	17.5	$	17.2	$	10.2

Restricted Stock Units (“RSUs”)

The Company recognizes share based compensation expense from the issuance of RSUs, primarily under its Long-Term Incentive Plan (“LTIP”). RSUs granted under the LTIP include a combination of time-based grants and performance-based grants. Compensation cost is based on the fair value of the awards, as determined by the market price of the Company’s shares of common stock on the designated grant date and recognized on a straight-line basis over the requisite service period of the awards. Time-based RSUs provide for either a three year cliff vesting or graded vesting depending upon the vesting conditions and forfeitures provided by the grant. Performance-based RSUs are dependent upon achieving specified cumulative financial metrics (adjusted EBITDA, return on adjusted equity, and/or adjusted free cash flow) by the end of the three year vesting period. The actual number of shares that will ultimately vest for the performance-based RSUs is dependent on the level of achievement of the specified performance conditions upon completion of the designated performance period. The Company assessed the probability of achievement of the performance conditions and recognized expense for the awards based on the probable achievement of such metrics. Additionally, the Company regularly issues individual RSU awards under its equity plan to its Board members and individual employees for recognition, incentive, or retention purposes, when needed, which are primarily conditional upon time-based service conditions, valued based on the fair value of the awards as determined by the market price of the Company’s share of common stock on the designated grant price date and recognized as a component of share-based compensation on a straight-line basis over the requisite service period of the award. RSUs are subject to forfeiture if employment terminates prior to vesting with forfeitures recognized as they occur. RSUs have dividend equivalents credited to the recipient and are paid only to the extent the RSU vests and the related stock is issued. RSUs are exercised upon completion of the vesting conditions. Shares issued upon exercise of RSUs are sourced from treasury shares when available.

The Company regularly issues annual RSU grants under its LTIP during the first quarter of the fiscal year. The following is a summary of the RSUs granted during the fiscal year ended September 30, 2024:


(in millions, except per share data)	Units	Weighted Average Grant Date Fair Value		Fair Value at Grant Date
Time-based grants
Vesting in less than 12 months	0.06	$	69.10	$	4.1
Vesting in more than 12 months	0.16	68.08		10.6
Total time-based grants	0.22	68.36		14.7
Performance-based grants	0.26	67.36		17.83
Total grants	0.48	$	67.81	$	32.5

The following is a summary of RSU activity for the years ended September 30, 2024, 2023 and 2022:


(in millions, except per share data)	Units	Weighted Average Grant Date Fair Value		Fair Value at Grant Date
Outstanding and nonvested as of September 30, 2021	1.46	$	64.00	$	93.2
Granted	0.33	95.30		32.3
Forfeited	(0.18)	78.90		(13.8)
Vested and exercised	(0.60)	55.09		(33.4)
Outstanding and nonvested as of September 30, 2022	1.01	77.22		78.3
Granted	0.55	52.22		28.6
Forfeited	(0.21)	71.99		(15.0)
Vested and exercised	(0.46)	70.98		(32.7)
Outstanding and nonvested as of September 30, 2023	0.89	66.29		59.2
Granted	0.48	67.81		32.5
Forfeited	(0.18)	70.71		(12.6)
Vested and exercised	(0.21)	67.73		(14.0)
Outstanding and nonvested as of September 30, 2024	0.98	$	65.93	$	65.1

As of September 30, 2024, the remaining unrecognized pre-tax compensation cost associated with outstanding RSUs is $41.3 million that would expect to be recognized over a weighted average period of 1.3 years, contingent upon realization of performance goals for performance based grants. If performance goals are not met, compensation cost may be not recognized, and previously recognized compensation cost would be reversed.

Stock Options

All stock options awards are fully vested and exercisable. The Company does not regularly grant new stock option awards and there were no awards granted during the years ended September 30, 2024, 2023 and 2022. Shares issued upon exercise of stock option awards are sourced from treasury shares when available. The following is a summary of outstanding stock option awards during the years ended September 30, 2024, 2023, and 2022:


(in millions, except per share data)	Options		Weighted Average Exercise Price		Weighted Average Grant Date Fair Value
Vested and exercisable at September 30, 2021	$	0.16	$	82.36	$	5.32


Vested and exercisable at September 30, 2022	0.16		82.36		5.32


Vested and exercisable at September 30, 2023	0.16		82.36		5.32
Forfeited	(0.07)		72.92		4.91
Exercised	(0.03)		82.85		5.25
Vested and exercisable at September 30, 2024	$	0.06	$	93.96	$	5.86

The intrinsic value of share options exercised during the year ended September 30, 2024, was $0.4 million, which were settled through a net-share settlement where the shares delivered having an aggregate fair value equal to the intrinsic value of the share option at exercise, and no cash was received upon exercise. No options were exercised during the years ended September 30, 2023 and 2022. As of the year ended September 30, 2024, the aggregate intrinsic value of outstanding and exercisable options was $0.1 million, with the remaining contractual term of 1.9 years.