SHARE BASED COMPENSATION

12 Months Ended

Sep. 30, 2021

Share-based Payment Arrangement [Abstract]

Equity based incentive and performance compensation awards provided to employees, directors, officers and consultants were issued pursuant to the Spectrum Brands Holdings, Inc. 2011 Omnibus Equity Awards Plan as approved and amended by the Spectrum Legacy stockholders, (the "Spectrum Equity Plan") and the Spectrum Brands Holdings, Inc. 2020 Omnibus Equity Plan, as approved by the Spectrum stockholders (the "New 2020 Equity Plan"). 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	0.3
Spectrum Brands Holdings, Inc. 2020 Omnibus Equity Plan	1.2	1.2

Share based compensation expense is recognized as General and Administrative Expenses on the Consolidated Statements of Income. The following is a summary of the share based compensation expense for the years ended September 30, 2021, 2020 and 2019:


(in millions)	2021		2020		2019
SBH	$	28.9	$	31.8	$	44.2
SB/RH	$	27.2	$	30.5	$	42.6

Restricted Stock Units ("RSUs")

The Company recognizes share based compensation expense from the issuance of its RSUs, primarily under its Long-Term Incentive Plan ("LTIP"), 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. Certain RSUs are time-based grants that provide for either 3-year cliff vesting or graded vesting depending upon the vesting conditions and forfeitures provided by the grant. Certain RSUs are performance-based awards that are dependent upon achieving specified financial metrics (adjusted EBITDA, return on adjusted equity, and adjusted free cash flow) over a designated period of time. 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 and included as a component of share-based compensation.

During the year ended September 30, 2019, the Company also provided for bridge awards, that are special awards to certain employees, for transitioning to the LTIP from previous equity incentive compensation plans. Bridge awards have both performance conditions dependent upon achieving specified financial targets (adjusted EBITDA and adjusted free cash flow) in fiscal years ended September 30, 2019 and 2020, and time-based service conditions. All Bridge awards were fully vested during the year ended September 30, 2021 and paid in either RSUs or cash, or both, based upon an employee election when granted. Bridge awards elected to be payable in RSU were recognized as equity awards and included as a component of share-based compensation expense. Bridge awards elected to be payable in cash were not recognized as equity awards and excluded from share-based compensation expense.

Additionally, in prior years, the Company provided for a portion of its annual management incentive compensation plan ("MIP") to be paid in restricted stock units with immediate vesting, in lieu of cash payment. During the year ended September 30, 2020, the Company changed its MIP payout policy that previously provided for the issuance of stock for a designated pool of recipients to be fully funded through cash distribution with no stock issuance. As a result, there was no portion of annual MIP paid in common stock for the years ended September 30, 2021 and 2020. Share based compensation expense associated with the annual MIP was $15.2 million for the year ended September 30, 2019.

The Company measures share based compensation expense of its Restricted Stock Units (“RSUs”) based on the fair value of the awards, as determined based on the market price of the Company’s shares of common stock on the grant date and recognized these costs on a straight-line basis over the requisite period of the awards. Certain RSUs are performance-based awards that are dependent upon achieving specified financial metrics over a designated period of time. As of September 30, 2021, the remaining unrecognized pre-tax compensation cost for SBH and SB/RH is $34.6 million.

The following is a summary of the RSU activity for the years ended September 30, 2021, 2020 and 2019:


	SBH					SB/RH
(in millions, except per share data)	Shares	Weighted Average Grant Date Fair Value		Fair Value at Grant Date		Shares	Weighted Average Grant Date Fair Value		Fair Value at Grant Date
At September 30, 2018	0.6	$	107.71	$	69.0	0.6	$	108.75	$	67.2
Granted	1.5	53.11		81.4		1.5	52.82		79.8
Forfeited	(0.7)	92.76		(63.7)		(0.7)	93.05		(63.5)
Vested	(0.2)	83.47		(19.7)		(0.2)	82.37		(18.5)
At September 30, 2019	1.2	53.58		67.0		1.2	53.22		65.0
Granted	0.9	61.72		55.6		0.9	61.68		54.3
Forfeited	(0.1)	60.79		(4.0)		(0.1)	60.79		(3.9)
Vested	(0.6)	57.80		(39.3)		(0.6)	57.29		(37.7)
At September 30, 2020	1.4	56.41		79.3		1.4	56.33		77.7
Granted	0.6	76.78		44.9		0.6	76.83		43.3
Forfeited	(0.2)	65.52		(13.2)		(0.2)	65.52		(13.2)
Vested	(0.3)	53.53		(17.8)		(0.3)	52.82		(16.2)
At September 30, 2021	1.5	$	64.00	$	93.2	1.5	$	63.85	$	91.6


	SBH					SB/RH
(in millions, except per share data)	Units	Weighted Average Grant Date Fair Value		Fair Value at Grant Date		Units	Weighted Average Grant Date Fair Value		Fair Value at Grant Date
Time-based grants
Vesting in less than 24 months	0.1	$	77.25	$	9.6	0.1	$	77.65	$	8.0
Vesting in more than 24 months	0.1	74.57		7.8		0.1	74.57		7.8
Total time-based grants	0.2	76.04		17.4		0.2	76.11		15.8
Performance-based grants
Vesting in less than 24 months	0.1	93.08		4.9		0.1	93.08		4.9
Vesting in more than 24 months	0.3	74.54		22.6		0.3	74.54		22.6
Total performance-based grants	0.4	$	77.26	$	27.5	0.4	$	77.26	$	27.5
Total grants	0.6	$	76.78	$	44.9	0.6	$	76.83	$	43.3

Stock Options

All stock options awards are fully vested and exercisable, with no new awards being granted during the years ended September 30, 2021, 2020 and 2019, and no remaining unrecognized pre-tax compensation as of September 30, 2021. The following is a summary of outstanding stock option awards during the years ended September 30, 2021, 2020, and 2019:


	Stock Options
(in millions, except per share data)	Options		Weighted Average Exercise Price		Weighted Average Grant Date Fair Value
Vested and exercisable at September 30, 2018	$	0.24	$	73.29	$	4.78
Forfeited	(0.01)		67.83		4.94

Vested and exercisable at September 30, 2019	0.23		73.51		4.79

Exercised	(0.01)		52.83		3.55
Vested and exercisable at September 30, 2020	0.22		73.96		4.82

Exercised	(0.06)		52.83		3.55
Vested and exercisable at September 30, 2021	$	0.16	$	82.36	$	5.32

The intrinsic value of share options exercised during the years ended September 30, 2021 and 2020 was $2.5 million and $0.1 million, respectively. Cash received from the options exercises during the years ended September 30, 2021 and 2020 was $3.4 million and $0.3 million, respectively.