This excerpt taken from the SMG DEF 14A filed Dec 19, 2008.
Election of Mark R. Baker to Serve as President and Chief Operating Officer
Effective October 1, 2008, Mark R. Baker was elected to serve as President and Chief Operating Officer of the Company. Mr. Baker will remain on our Board of Directors, but resigned from his positions as a
member and Chair of the Governance and Nominating Committee as well as a member of the Compensation Committee. Mr. Baker had recused himself from participation, discussions or voting with regard to matters before those committees concerning his prospective employment and election as an officer of the Company.
Mr. Baker executed an employment agreement with The Scotts Company LLC, an Ohio limited liability company and a wholly-owned subsidiary of the Company (Scotts LLC), on September 9, 2008. The terms of Mr. Bakers employment agreement are discussed below in the section captioned EMPLOYMENT AGREEMENTS AND TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL ARRANGEMENTS beginning on page 50 of this Proxy Statement. In approving the elements of Mr. Bakers compensation package, the Compensation Committee considered the following factors, among others: