SEC Form DEF 14A filed by Prestige Consumer Healthcare Inc.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A
(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934

Filed by the Registrant   ☒

Filed by a Party other than the Registrant   ☐

Check the appropriate box:

​

☐

Preliminary Proxy Statement

​

☐

Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

​

☒

Definitive Proxy Statement

​

☐

Definitive Additional Materials

​

☐

Soliciting Material Under §240.14a-12

​

(Name of Registrant as Specified in Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒

No fee required.

​

☐

Fee paid previously with preliminary materials.

​

☐

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

​

DEAR STOCKHOLDER:

Fiscal 2024 delivered a milestone year for our company in multiple ways. We achieved the lowest year-end leverage profile in the Company’s history, grew free cash flow and delivered a stable year-over-year financial performance in spite of highly unusual short-term supply chain challenges late in the year.

Our ability to deliver these results against a very dynamic consumer and retail environment is the result of our proven business strategy and the benefits of a diverse portfolio of trusted brands. These excellent results are a culmination of a strategy set in place over five years ago. At the time, we made the decision to emphasize deleveraging while continuing to support our long-term brand-building efforts. This strategy has paid off. With consistent execution and patience, we are incrementally well positioned with a large base of optimal capital that can reinforce our capital allocation priorities to drive shareholder value over time. Executing this strategy is an entire organization that continues to operate at the highest level of excellence thanks to our guiding principles of Leadership, Trust, Change, and Execution.

We look forward to seeing you at the 2024 Annual Meeting of Stockholders.

Sincerely,

 

 

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Our Stockholders:

The 2024 Annual Meeting of Stockholders of Prestige Consumer Healthcare Inc. will be held:

ITEMS OF BUSINESS

Accompanying this Notice of Annual Meeting of Stockholders is a Proxy Statement, related proxy card with a postage paid return envelope, and our Annual Report for our fiscal year ended March 31, 2024. The Annual Report contains financial and other information that is not incorporated into the Proxy Statement and is not deemed to be a part of the proxy soliciting material.

 

 

TABLE OF CONTENTS

 

 

PROXY SUMMARY

PROXY SUMMARY

ABOUT THE MEETING

VOTING MATTERS

HOW TO VOTE

​		​	​	BY INTERNET Visit, 24/7, access www.voteproxy.com and follow the on-screen instructions or scan the QR code with your smartphone.	​	​		​
​		​	​	BY MAIL Complete, date and sign your proxy card and send by mail in the enclosed postage-paid envelope				​
​		​	​	IN PERSON Attend the annual meeting and cast your ballot				​

 

PROXY SUMMARY

COMPENSATION HIGHLIGHTS

Fiscal 2024 delivered a milestone year for our company in multiple ways. We achieved the lowest year-end leverage profile in the Company’s history, grew free cash flow approximately 8%, and delivered a stable year-over-year financial performance in spite of highly unusual short-term supply chain challenges late in the year.

These excellent results are a culmination of a strategy set in place over five years ago. At the time, we made the decision to emphasize deleveraging while continuing to support our long-term brand-building efforts. This strategy has paid off. With consistent execution and patience, we are incrementally well positioned with a large base of optimal capital that can reinforce our capital allocation priorities to drive shareholder value over time. Below are just a few of the financial highlights of fiscal ‘24 that tie both directly and indirectly into incentive program compensation.

Please refer to Appendix A for a reconciliation of non-GAAP Adjusted EPS and Adjusted Free Cash Flow to our most directly comparable financial measures presented in accordance with GAAP.

WE PAY FOR PERFORMANCE

We closely link pay and performance through the rigorous goals we set in our incentive programs and the fact that our entire long-term incentive is delivered in equity, which aligns our management team with our stockholders.

 

CORPORATE SUSTAINABILITY IN ENVIRONMENT, SOCIAL AND GOVERNANCE (ESG)

CORPORATE SUSTAINABILITY IN ENVIRONMENT, SOCIAL AND GOVERNANCE (ESG)

 

CORPORATE SUSTAINABILITY IN ENVIRONMENT, SOCIAL AND GOVERNANCE (ESG)

PURPOSE & VALUES

Our mission is to deliver high-quality consumer health and personal care products that improve and enrich the lives of our consumers. For generations, our trusted brands have helped consumers care for themselves and their loved ones.

OUR COMMITMENT TO OUR FOUR CORE PRINCIPLES

Our Company culture is founded on the principles of Leadership, Trust, Change, and Execution. These principles inspire an inclusive culture that continuously drives our Company towards excellence. The hard work of all our employees and the commitment to these principles enabled us to leverage our business attributes — a leading and time-tested portfolio of brands, a strong financial profile, and consistent cash flows — to deliver strong business achievements in the fiscal year.

OUR BRANDS

We own and market a diverse portfolio of well-recognized consumer brands, some of which were established over 100 years ago. Over time, our brands have developed trust and heritage with consumers that use them, including brands such as Monistat®, Dramamine®, Clear Eyes®, BC®, Goody’s®, Summer’s Eve®, TheraTears®, DenTek® and many others.

OUR OPERATIONS AND SUPPLY CHAIN

We are committed to managing our manufacturing facilities in Lynchburg, Virginia and Victoria, Australia, as well as our over 100 global suppliers in a responsible manner so that they are aligned with our mission and values. We require each supplier to share the same values our Company embraces and adhere to our Supplier Code of Conduct, which outlines environmental and social responsibilities that are aligned with our mission. This code is a standard communication across all suppliers, which allows us to convey to each our formal expectations around expected business practices. This serves to actively aid our partners in their ability to observe our values and standards.

CODE OF CONDUCT

We have a strict Code of Conduct and Ethics that fosters a work environment that is free from intimidation, harassment and violence. Our team employs a process to investigate and resolve any potential conduct or ethics concern that may violate our mission of diversity and inclusion. We use a third-party reporting service for employees to exercise any such concern with anonymity and confidentiality. Raising a concern honestly or participating in an investigation cannot be the basis for any adverse employment action, including termination, suspension, loss of benefits, threats, harassment or discrimination.

HUMAN CAPITAL MANAGEMENT

Our Company culture is founded on the principles of Leadership, Trust, Change and Execution. Of those principles, Trust is among the most important — Trust in the safety and performance of our products, the integrity of our manufacturing and marketing processes, the character of our people, and the benefit to our consumers and society. We also reward employees who take ownership and embody our principle of Leadership with projects that positively impact our business, community and stakeholders.

We take pride in our diverse culture reflected in the wide range of backgrounds, races, nationalities, personalities, ideas, and talents that make up our organization. We continue to build on our long commitment of equal employment opportunity and anti-discrimination by supporting inclusion of people with unique cultural and ethnic heritage, color and backgrounds, gender identification and sexual orientation, and other traits. We endeavor to facilitate the acquisition of diverse attitudes, skills and talents particularly for future leadership roles through hiring, workplace practices and employee development. We strive to create and sustain an environment where all employees are heard and inspired to achieve their full potential. We continually review our Company employee demographics to help us adhere to these principles.

 

CORPORATE SUSTAINABILITY IN ENVIRONMENT, SOCIAL AND GOVERNANCE (ESG)

SAFETY & HEALTH

We are committed to providing a safe work environment for our employees and require employees to share this commitment by abiding by rigorous safety measures. To enable this and assure that the message of health, safety and well-being are part of our work culture, we conduct regular training programs at our production facility. We seek to comply with all U.S. federal, state and/or local occupational safety and health standards and report our safety records in accordance with the Occupational Safety and Health Administration (“OSHA”). We also seek to comply with the applicable safety and health standards in all other countries in which we have employees, including Australia, the United Kingdom and Singapore.

 

CORPORATE SUSTAINABILITY IN ENVIRONMENT, SOCIAL AND GOVERNANCE (ESG)

CORPORATE GOVERNANCE HIGHLIGHTS

 

CORPORATE SUSTAINABILITY IN ENVIRONMENT, SOCIAL AND GOVERNANCE (ESG)

What is Corporate Governance and how does the Company implement it?

Corporate governance is a set of guidelines and policies established by the Company to ensure that our directors and all employees conduct the Company’s business in a legal, impartial and ethical manner. Your Board has a strong commitment to sound and effective corporate governance practices. The Company’s management and the Board have reviewed and continue to monitor our corporate governance practices considering Delaware law, U.S. federal securities laws, the listing requirements of the NYSE and best practices.

What documents establish and implement the Company’s Corporate Governance practices?

The Code of Conduct and Ethics, the Code of Ethics for Senior Financial Employees (which is applicable to the Company’s principal executive officer, principal financial officer, principal accounting officer or controller, and persons performing similar functions), the Corporate Governance Guidelines, the Insider Trading Policy, and the Charters of our Audit and Finance, Compensation and Talent Management and Nominating and Corporate Governance Committees were adopted by the Company for the purpose of transparency in our governance practices, as well as promoting honest and ethical conduct, full, fair, accurate, timely and understandable disclosure in periodic reports required to be filed by the Company with the Securities and Exchange Commission (the “SEC”), and compliance with all applicable rules and regulations that apply to the Company and its officers, employees and directors. The Insider Trading Policy governs the purchase, sale and other dispositions of the Company’s securities by the Company’s directors, officers and employees that are reasonably designed to promote compliance with insider trading laws, rules and regulations and NYSE listing standards.

The documents described above may be accessed at the “Investors” tab of www.prestigeconsumerhealthcare.com, our internet website. In addition, you may request, without charge, a copy of the foregoing documents by submitting a written request for any of these materials to: Prestige Consumer Healthcare Inc., 660 White Plains Road, Tarrytown, New York 10591, Attention: Corporate Secretary.

How can I communicate with the Board of Directors?

What are the Company’s Complaint Procedures?

Complaints and concerns about accounting, internal accounting controls or auditing or related matters pertaining to the Company may be submitted by writing to the Chair of the Audit and Finance Committee at Prestige Consumer Healthcare Inc., 660 White Plains Road, Tarrytown, New York 10591. Complaints may be submitted on a confidential and anonymous basis by sending them in a sealed envelope marked “Confidential.”

Alternatively, complaints and concerns about accounting, internal accounting controls or auditing or related matters pertaining to the Company may be submitted by our employees confidentially and anonymously by contacting the Company’s Integrity

 

CORPORATE SUSTAINABILITY IN ENVIRONMENT, SOCIAL AND GOVERNANCE (ESG)

Hotline. The Integrity Hotline is an independent third party that the Company has retained to receive anonymous complaints from the Company’s employees.

How often did the Board of Directors meet in 2024?

Does the Company have a Chair of the Board?

Yes. The Board of Directors appointed Mr. Lombardi as the Chair of the Board in May of 2017.

John E. Byom currently serves as Lead Independent Director. The Board of Directors considered the structure of its leadership and determined that, based on experience and efficiency, it would strengthen the Company’s ability to meet its strategic vision and create shareholder value by appointing Mr. Lombardi to the combined role of CEO and Chair. The Board appointed Mr. Byom as its independent and non-executive Lead Independent Director to help ensure the independent directors continue to provide effective oversight of Company management and key issues related to strategy, risk and integrity.

What are the responsibilities of the Lead Independent Director?

The Lead Independent Director acts in a leadership capacity with respect to the Board of Directors and consults with the Chair of the Board between meetings of the Board of Directors. The Board created the Lead Independent Director role is an integral part of a leadership structure that promotes strong, independent oversight of the Company’s management and affairs. Key responsibilities of the Lead Independent Director include:

■

assist the Board, the Chief Executive Officer and other members of management in promoting compliance with and implementation of the Corporate Governance Guidelines;

​

■

preside at the executive sessions of the independent directors and have the authority to call additional executive sessions or meetings of the independent directors;

​

■

preside at Board meetings in the Chair’s absence;

​

■

review and approve information sent to the Board;

​

■

review and approve meeting agendas for the Board and approve meeting schedules to ensure sufficient time for discussion of all agenda items;

​

■

facilitate communications between employees, stockholders and others with the independent directors;

​

■

be available for consultation and direct communication with major stockholders if requested; and

​

■

monitor and evaluate, along with the members of the Compensation and Talent Management Committee and the other independent directors, the performance of the Chief Executive Officer.

​

What Committees have been established by the Board of Directors?

The Board of Directors currently has three standing committees:

■

the Audit and Finance Committee;

​

■

the Compensation and Talent Management Committee; and

​

■

the Nominating and Corporate Governance Committee.

​

 

CORPORATE SUSTAINABILITY IN ENVIRONMENT, SOCIAL AND GOVERNANCE (ESG)

The following table sets forth the current membership of the Company’s standing committees:

​	AUDIT AND FINANCE	​
​	■ James C. D’Arecca (Chair) ​	​
​	■ John E. Byom ​	​
​	■ Sheila A. Hopkins ​	​
​	■ Dawn M. Zier ​	​

​	COMPENSATION & TALENT MANAGEMENT	​
​	■ Dawn M. Zier (Chair) ​	​
​	■ John E. Byom ​	​
​	■ Celeste A. Clark ​	​
​	■ John F. Kelly ​	​
​	■ Natale S. Ricciardi* ​	​

​	NOMINATING & CORPORATE GOVERNANCE	​
​	■ Celeste A. Clark (Chair) ​	​
​	■ James C. D’Arecca ​	​
​	■ Sheila A. Hopkins ​	​
​	■ John F. Kelly ​	​
​	■ Natale S. Ricciardi* ​	​

*

Retiring from the committee as of the Annual Meeting.

​

Who are the Company’s independent directors?

In accordance with the NYSE’s listing requirements, the Board of Directors has evaluated, for each of the directors, his or her independence from the Company and its management. In its evaluation, the Board of Directors reviewed whether any transactions or relationships exist currently, or existed during the past three years, between each director and the Company or its subsidiaries, affiliates or independent auditors. The Board of Directors also examined whether there were any transactions or relationships between each director and members of the senior management of the Company or their affiliates. Based on this review and the NYSE’s definition of  “independence,” the Board of Directors has determined that a majority of the Board of Directors is “independent.” The independent directors currently are Mses. Clark, Hopkins and Zier and Messrs. Byom, D’Arecca, Kelly and Ricciardi. Based on the NYSE’s listing requirements, the Board of Directors has also determined that each of the members of our Compensation and Talent Management Committee is “independent”. The Board of Directors has also determined that each of the members of our Audit and Finance Committee is “independent” for purposes of Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the NYSE’s listing requirements. The Board of Directors also determined that Ms. Zier, Mr. Byom and Mr. D’Arecca are financially literate as that qualification is interpreted by the Board and the NYSE and each is an “audit committee financial expert” as that term is defined by SEC regulations.

Does the Board of Directors evaluate itself and its committees?

Yes. Every year, the Board of Directors and its committees complete a self-evaluation of their performance and engage in discussion regarding the results. In the event the Board of Directors or its committees determine that modifications to their practices are required, those changes may be implemented through amendments to the Company’s corporate governance practices and the documents through which such practices are effectuated.

 

CORPORATE SUSTAINABILITY IN ENVIRONMENT, SOCIAL AND GOVERNANCE (ESG)

What are the responsibilities of the Audit and Finance Committee?

PRIMARY RESPONSIBILITIES

The Board of Directors adopted a written charter for our Audit and Finance Committee, which is available at the “Investors” tab on our website at www.prestigeconsumerhealthcare.com and is also available in print to any stockholder or other interested party who makes such a request in writing to the Company’s Corporate Secretary. PricewaterhouseCoopers LLP currently serves as our independent registered public accounting firm. The Audit and Finance Committee met four times during 2024.

 

CORPORATE SUSTAINABILITY IN ENVIRONMENT, SOCIAL AND GOVERNANCE (ESG)

What are the responsibilities of the Compensation and Talent Management Committee?

PRIMARY RESPONSIBILITIES

The Board of Directors adopted a written charter for our Compensation and Talent Management Committee, which is available at the “Investors” tab on our website at www.prestigeconsumerhealthcare.com and is also available in print to any stockholder or other interested party who makes such a request in writing to the Company’s Corporate Secretary. Pursuant to the charter, the Compensation and Talent Management Committee may delegate its authority and duties to one or more subcommittees, individual members of the Compensation and Talent Management Committee, other members of the Board or management, as it deems appropriate, in accordance with applicable laws and regulations. In addition, the Compensation and Talent Management Committee may, in its sole discretion and at the Company’s expense, retain and terminate such independent consultants or experts as it deems necessary or appropriate in the performance of its duties.

The Compensation and Talent Management Committee met five times during 2024.

 

CORPORATE SUSTAINABILITY IN ENVIRONMENT, SOCIAL AND GOVERNANCE (ESG)

What are the responsibilities of the Nominating and Corporate Governance Committee?

PRIMARY RESPONSIBILITIES

The Board of Directors adopted a written charter for our Nominating and Corporate Governance Committee, which is available at the “Investors” tab on our website at www.prestigeconsumerhealthcare.com and is also available in print to any stockholder or other interested party who makes such a request in writing to the Company’s Corporate Secretary. The Nominating and Corporate Governance Committee met five times during 2024.

The Nominating and Corporate Governance Committee will consider as potential director nominees any individuals properly recommended by stockholders. Recommendations concerning individuals proposed for consideration by the Nominating and Corporate Governance Committee should be addressed to Prestige Consumer Healthcare Inc., 660 White Plains Road, Tarrytown, New York 10591, Attention: Corporate Secretary. Each recommendation should include a personal biography of the suggested nominee, an indication of the background or experience that qualifies the person for consideration, and a statement that the person has agreed to serve if nominated and elected.

Stockholders who themselves want to nominate a person for election to the Board of Directors, as contrasted with recommending a potential nominee to the Nominating and Corporate Governance Committee for its consideration, are required to comply with the advance notice and other requirements set forth in the Company’s Amended and Restated Bylaws, as amended (the “Amended and Restated Bylaws”), and any applicable requirements of the Exchange Act, including the information required by Rule 14a-19(b) such as a statement that the nominating stockholder intends to solicit the holders of shares representing at least 67% of the voting power of shares entitled to vote in the election of directors in support of the nominee. The Nominating and Corporate Governance Committee does not evaluate potential nominees for director differently based on whether they are recommended to the Nominating and Corporate Governance Committee by officers or directors of the Company or by a stockholder.

The Nominating and Corporate Governance Committee identifies potential candidates for nomination as directors based on recommendations by our executive officers or directors, as well as through professional search firms engaged on a retainer basis. As noted above, the Nominating and Corporate Governance Committee also considers properly submitted stockholder recommendations for candidates for the Board of Directors. In evaluating candidates for nomination, the Nominating and Corporate Governance Committee will consider the factors it believes to be appropriate, which would generally include the candidate’s personal and professional integrity, business judgment, relevant experience and skills, and potential to be an effective

 

CORPORATE SUSTAINABILITY IN ENVIRONMENT, SOCIAL AND GOVERNANCE (ESG)

director in conjunction with the rest of the Board of Directors in collectively serving the interests of our stockholders. Generally, candidates must have the key experience, qualifications and skills as discussed on page 20 of this Proxy Statement.

SUCCESSION PLANNING

Our Board of Directors recognizes that one of its most important duties is to ensure excellence and continuity in our senior leadership by overseeing the development of executive talent and planning for the effective succession of the Chair of our Board of Directors and our CEO and other senior members of executive management. Our CEO and other senior executive succession planning process includes identifying external candidates, where appropriate, and identifying and developing potential internal candidates on an ongoing basis.

Our Board of Directors is committed to being prepared for a planned or unplanned change in our leadership in order to ensure our stability. In continuation of this process, the Nominating and Corporate Governance Committee, in collaboration with the Compensation and Talent Management Committee, agree upon and recommend to the Board a succession plan for our CEO in the ordinary course of business and in emergency situations. Through this process, our Board of Directors receives from our CEO qualitative evaluations of, and recommendations concerning, potential successors to our CEO and our other senior executives, along with a review of any development plans recommended for such individuals. At least once annually, our Board of Directors reviews our succession plans. Succession planning is also regularly discussed in executive sessions of our Board of Directors and in committee meetings, as applicable. Our directors become familiar with internal potential successors for key leadership positions through various means, including a comprehensive annual talent and succession review, Board of Directors and committee meeting presentations, and less formal interactions throughout the course of the year.

 

CORPORATE SUSTAINABILITY IN ENVIRONMENT, SOCIAL AND GOVERNANCE (ESG)

RISK OVERSIGHT & RISK MANAGEMENT

The Board implements its risk oversight function both as a whole and through its committees. Throughout the year, the Board, including through executive session, and the committees to which it has delegated responsibility, conduct risk assessments and discuss identified risks and how to mitigate such risks.

Board of Directors

■

Management communicates routinely with the Board and its committees, including through the Lead Independent Director, on significant risks and how they are being managed, and directors are free to communicate directly with senior management.

​

■

The Board reviews risks to the Company strategy and operations.

​

Oversight of Enterprise Risk Management. Management administers an annual detailed Enterprise Risk Management assessment to identify and rank the most significant risks that affect our Company, including consideration of a large number of risks associated with companies in the consumer products industry. Formal alignment of the most significant risks occurs between the Board and executive management every year and as changes in the risk environment necessitate. The assessed risks encompass, among others, economic, industry, enterprise, operational, cybersecurity, compliance and financial risks. Our Chief Executive Officer assigns a manager to lead the management of each of those risks identified as among the most significant. As part of the risk management process, management (with the assistance of our third-party internal auditor) annually prepares a project plan under which it reviews activities directed to mitigate business and financial related risks. This plan is reviewed with the Audit and Finance Committee annually and throughout the year as updates occur. Our third-party internal auditor reports directly to the Audit and Finance Committee and advises the committee on a quarterly basis regarding management’s risk assessment process and the progress of mitigation activities designed to facilitate the maintenance of risk within acceptable levels.

Oversight of Cybersecurity and Privacy Risk Management. Our Board considers cybersecurity risk as part of its risk oversight function and has delegated to the Audit and Finance Committee oversight of cybersecurity and other information technology risks. The Audit and Finance Committee oversees management’s implementation of our cybersecurity risk management program, including reviewing risk assessments from management with respect to our information technology systems and procedures, and overseeing our cybersecurity risk management processes. The Audit and Finance Committee, which is tasked with oversight of certain risk issues, including cybersecurity, receives regular reports from the Chief Financial

 

CORPORATE SUSTAINABILITY IN ENVIRONMENT, SOCIAL AND GOVERNANCE (ESG)

Officer and the Vice President, Information Technology and Chief Information Security Officer (“CISO”). At least annually, the Audit and Finance Committee receives updates about the results of exercises and response readiness assessments led by outside advisors who provide a third-party independent assessment of our technical program and our internal response preparedness. The Audit and Finance Committee also receives periodic briefings regarding our information security programs and cyber threats in order to enhance our directors’ literacy on cyber issues. In addition, management will update the Audit and Finance Committee, as necessary, regarding cybersecurity incidents that we may experience. Our CISO and Chief Financial Officer are responsible for assessing and managing our material risks from cybersecurity threats. The cyber security risk management team has primary responsibility for our overall cybersecurity risk management program and oversees both our internal cybersecurity personnel and our retained external cybersecurity consultants. Our cyber security risk management team is led by our CISO, who has significant experience across digital innovation and technology-enabled growth, information security, infrastructure, operations and compliance. Our management team supervises efforts to prevent, detect, mitigate, and remediate cybersecurity risks and incidents through various means, which include briefings from internal personnel; threat intelligence and other information obtained from governmental, public or private sources, including external consultants engaged by us; and alerts and reports produced by security tools deployed in the IT environment.

Oversight of Corporate Sustainability. Our Board considers corporate sustainability and ESG to be important for the long term success of the Company and has delegated oversight of our sustainability programs to the Nominating and Corporate Governance Committee. Our Senior Vice President and General Counsel and our Vice President, Investor Relations and Treasury lead our Sustainability program and ESG initiatives supported by various functional representatives and external subject matter experts. They meet regularly with functional experts to review the health of the program, opportunities for improvement, and the status of execution against agreed program priorities. Our Senior Vice President and General Counsel and Vice President, Investor Relations and Treasury also meet regularly with the Nominating and Corporate Governance Committee to review our Sustainability program and ESG priorities.

 

Proposal One: Election of Directors

What is the structure of the Board of Directors?

The number of directors on the Board of Directors is fixed from time to time by resolution adopted by the affirmative vote of a majority of the total number of directors then in office. Currently, the Board of Directors is fixed at eight directors. Immediately prior to the 2024 Annual Meeting of Stockholders, the Board will be reduced to seven members upon the retirement of Natale S. Ricciardi who will have reached the mandatory retirement age of 75. Six of the seven director nominees are considered independent. Ronald M. Lombardi serves as Chair of the Board, and John E. Byom currently serves as the Lead Independent Director. The Board of Directors currently has three standing committees: Audit and Finance Committee, Compensation and Talent Management Committee and Nominating and Corporate Governance Committee. Seven members of the Board of Directors are standing for re-election to hold office until the 2025 Annual Meeting of Stockholders.

BOARD STRUCTURE AND COMPOSITION

 

Proposal One: Election of Directors

How are nominees evaluated; what are the minimum qualifications?

We believe that our directors should possess the highest personal and professional ethics, integrity and values and be committed to representing the interests of the stockholders. They must also have an inquisitive and objective perspective, practical wisdom, mature judgment and demonstrated leadership skills. We also endeavor to have a Board of Directors representing a range of experiences in areas that are relevant to the Company’s business activities.

Below we identify and describe the key experience, qualifications and skills our directors bring to the Board that are important considering the Company’s business and structure. The directors’ experiences, qualifications and skills that the Nominating and Corporate Governance Committee considered in their nominations are included in their individual biographies.

Do directors receive continuing education?

Regular continuing education programs enhance the skills and knowledge directors use to perform their responsibilities. These programs may include internally developed programs or programs presented by third parties. In addition to the regular sustainability, cybersecurity, legal and regulatory updates the Board receives at meetings, we encourage our directors to participate in external continuing director education programs. New directors also receive a comprehensive orientation session that provides them with a thorough understanding of their fiduciary duties, as well as a robust overview of the Company’s business and strategies, which allows new directors to begin making contributions to the Board at the start of their service.

 

Proposal One: Election of Directors

What role does diversity play in the selection of members of the Board?

The Board believes in a governing style that emphasizes respect for diversity in perspective and includes individuals from diverse backgrounds. The Board believes that diversity is important because the various points of view reflective of our stakeholders contribute to a more effective, engaged Board and better decision-making processes.

 

Proposal One: Election of Directors

Who are the nominees this year?

We have seven nominees for the Board of Directors, all of whom serve on our current Board of Directors. One of our current directors, Mr. Natale S. Ricciardi, has reached the mandatory retirement age of 75 and will not stand for re-election to the Board of Directors when his term expires at this year’s Annual Meeting. We thank Mr. Ricciardi for his years of service and substantial contributions to the Board, the Company and our stockholders. If elected, each nominee would hold office until the 2025 Annual Meeting of Stockholders and until his or her respective successor is elected and qualified or until his or her earlier death, removal or resignation.

These nominees, their ages at the date of this Proxy Statement and the year in which they first became directors are set forth in the table below. The Board of Directors has affirmatively determined that each of the nominees, other than Mr. Lombardi, is independent from the Company and its management under the NYSE’s independence standards. Mr. Kelly, our newest nominee for the Board of Directors, was recommended by a non-management director and fully vetted against a strong slate of candidates.

The Board is committed to an ongoing refreshment process and continually evaluates the composition of the Board to ensure that it has a strong balance of skills, experience, perspective and rigorous oversight through independent judgment.

If a nominee is unable to stand for election, the Board may either reduce the number of directors to be elected or select a substitute nominee. If a substitute nominee is selected, the proxy holders will vote your shares for the substitute nominee, unless you have voted “Withhold” with respect to the original nominee.

 

Proposal One: Election of Directors

DIRECTOR SKILLS MATRIX

We endeavor to have a Board of Directors representing a range of experiences in areas that are relevant to the Company’s business activities. Below we identify and describe the key experience, qualifications and skills our directors bring to the Board that are important considering the Company’s business and structure.

DIRECTOR DIVERSITY AND TENURE CHARTS

Below is a snapshot of our Board.

 

Proposal One: Election of Directors

WHAT ARE THE BACKGROUNDS AND QUALIFICATIONS OF THE COMPANY’S NOMINEES?

 

Proposal One: Election of Directors

 

Proposal One: Election of Directors

 

Proposal One: Election of Directors

How are the Company’s directors compensated?

The Compensation and Talent Management Committee retains Compensation Advisory Partners LLC (“CAP”) to perform a full review of director compensation against the Company’s peer group every other year. CAP most recently performed a full review against the peer group in August 2023. In consideration of the advice and recommendations from CAP, the Compensation and Talent Management Committee recommended, and the Board approved, the compensation program for directors which became effective as of August 1, 2023. CAP is expected to complete a full review of director compensation against the Company’s peer group in August 2025. Under the director compensation program, each of our directors other than Mr. Lombardi receives the following cash and equity compensation for their services as a director:

■

annual grant of restricted stock units valued at $150,000, awarded on the date of the election of each director at the Annual Meeting of Stockholders, which restricted stock units vest one year after the date of grant so long as membership on the Board of Directors continues through the vesting date, with settlement in common stock to occur at each recipient’s prior election, either upon vesting or on the earliest of the director’s death, disability or the date on which the director’s board membership ceases for reasons other than death or disability;

​

■

one-time grant of restricted stock units valued at $150,000, pro-rated for service provided between the date he or she first becomes a director and the next Annual Meeting of Stockholders, which restricted stock units are awarded on the date of commencement of Board service and vest one year after the date of grant so long as membership on the Board of Directors continues through the vesting date, with settlement in common stock to occur at each recipient’s prior election, either upon vesting or on the earliest of the director’s death, disability or the date on which the director’s board membership ceases for reasons other than death or disability; and

​

■

$95,000 annual cash retainer fee paid in equal quarterly installments, reflecting a $5,000 increase from 2023.

​

 

Proposal One: Election of Directors

The Chair of each of our standing committees and our Lead Independent Director receive the additional fees set forth in the following table for their services in their respective capacities:

No meeting fees are payable to directors. Our directors are reimbursed for out-of-pocket expenses incurred in connection with Board of Directors and/or committee participation.

Please see the Director Compensation table later in this Proxy Statement for information regarding the compensation paid to our directors during 2024.

Is there a limit on the number of shares that may be granted to non-employee directors?

Pursuant to the terms of the Company’s 2020 Long-Term Incentive Plan, which our stockholders approved in August 2020, with respect to any one fiscal year, the aggregate compensation that may be granted or awarded to any one non-employee director, including all stock awards and cash payments (including meeting fees and retainers), may not exceed $600,000, or $900,000 in the case of a non-employee Chair of the Board or Lead Director.

Are non-employee directors required to own a minimum amount of the Company’s common stock?

Yes. The Board of Directors adopted Stock Ownership Guidelines for the directors and executive officers of the Company to align their interests with the Company’s stockholders. Each director is expected to be fully compliant with the guidelines by the date of the first Annual Meeting of Stockholders following the fifth anniversary of the date of election to the Board. Each director must maintain ownership of shares equal or greater than five (5) times the amount of their annual cash retainer, currently $475,000 (5 X $95,000 retainer). All directors are in compliance with these requirements.

Are there any family relationships between the Company’s directors and executive officers?

There are no family relationships between or among any of our directors and executive officers.

Does the Company have a policy regarding directors who do not receive a majority of votes “for” their election in an uncontested election?

Yes. Under such circumstances, the director will promptly tender his or her resignation. The Nominating and Corporate Governance Committee, without the participation of the director who tendered his or her resignation, will then take action to accept or reject the director’s resignation and submit its recommendation to the full Board of Directors. The full Board of Directors, without the participation of the director who tendered his or her resignation, will accept or reject the resignation and, if it chooses not to accept the resignation, will disclose its decision in a Form 8-K or similar filing with the SEC.

How many votes are needed to elect directors?

The affirmative vote of a plurality of the votes cast, in person or by proxy, at the Annual Meeting is necessary for the election of directors. This means that the seven director nominees with the most “For” votes will be elected. You may vote in favor of all nominees, withhold your vote as to all nominees or withhold your vote as to specific nominees.

 

PROPOSAL TWO: RATIFICATION OF APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Who has the Audit and Finance Committee selected as the Company’s independent accounting firm for fiscal 2025?

The Audit and Finance Committee has reappointed PricewaterhouseCoopers LLP as the independent registered public accounting firm to audit the Company’s financial statements and evaluate its systems of internal control over financial reporting for fiscal 2025. However, the Audit and Finance Committee may, in its discretion, decide to engage another independent registered public accounting firm as the Company’s auditor for fiscal 2025.

Is stockholder approval required for the appointment of an independent accounting firm for 2025?

Stockholder ratification of the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm is not required. However, the Board of Directors is submitting the selection of PricewaterhouseCoopers LLP to the stockholders for ratification as a matter of good corporate practice. In the event the stockholders do not ratify the appointment of PricewaterhouseCoopers LLP, the Audit and Finance Committee will reconsider the appointment; however, the Audit and Finance Committee may, in its discretion, still direct the appointment of PricewaterhouseCoopers LLP. Likewise, stockholder ratification of the selection of PricewaterhouseCoopers LLP would not prevent the Audit and Finance Committee, in its discretion, from selecting and engaging another independent registered public accounting firm.

Will representatives of PricewaterhouseCoopers LLP attend the Annual Meeting?

Representatives of PricewaterhouseCoopers LLP are expected to be present at the Annual Meeting, either in person or by videoconference or by telephone, will have the opportunity to make a statement if they desire to do so, and are expected to be available to respond to appropriate questions.

What fees were paid to our independent registered public accounting firm in 2024 and 2023?

For fiscal 2024 and 2023, the following fees were billed by PricewaterhouseCoopers LLP to the Company for the indicated services:

Audit Fees. Consisted of fees billed for professional services rendered for (i) the audit of our consolidated financial statements and internal control over financial reporting; (ii) the review of the interim consolidated financial statements included in quarterly reports; and (iii) the services that are normally provided by PricewaterhouseCoopers LLP in connection with statutory and regulatory filings or engagements. Audit fees for fiscal 2024 include additional audit procedures for an acquisition.

Audit-Related Fees. Consisted of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements and are not reported under “Audit Fees.” Audit-related fees for fiscal 2023 included litigation support.

Tax Fees. Consisted of fees billed for professional services for tax compliance, tax advice and tax planning. These services included assistance regarding federal, state and international tax compliance, customs and duties and tax planning.

 

PROPOSAL TWO: RATIFICATION OF APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

All Other Fees. For fiscal 2024 and 2023, consisted of fees for licensing software for accounting research.

Has the Audit and Finance Committee determined PricewaterhouseCoopers LLP’s independence from the Company?

The Audit and Finance Committee has considered the non-audit services provided by PricewaterhouseCoopers LLP and determined that the provision of such services had no effect on PricewaterhouseCoopers LLP’s independence from the Company.

How does the Audit and Finance Committee pre-approve services provided by the independent accounting firm?

The Audit and Finance Committee’s policy is to pre-approve all audit and permissible non-audit services provided by the independent registered public accounting firm. These services may include audit services, audit-related services, tax services and other services. Pre-approval is generally provided for up to one year and any pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. The independent registered public accounting firm and management are required to periodically report to the Audit and Finance Committee regarding the extent of services provided by the independent registered public accounting firm in accordance with this pre-approval and the fees for the services performed to date. The Audit and Finance Committee may also pre-approve particular services on a case-by-case basis. During fiscal 2024, all audit and non-audit services were approved in accordance with the Audit and Finance Committee’s pre-approval policy.

How many votes are needed to ratify the appointment of our independent accounting firm for 2025?

Approval of the proposal to ratify the appointment of PricewaterhouseCoopers LLP requires the affirmative vote of a majority of the shares present, in person or by proxy, at the Annual Meeting and entitled to vote on the proposal.

 

PROPOSAL THREE: ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION

Why are we submitting this matter to you?

We are required by Section 14A of the Exchange Act and by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) to provide our stockholders with the opportunity to approve, on an advisory, non-binding basis, the compensation of our named executive officers (“NEOs”) contained in this Proxy Statement. This proposal, commonly known as a “Say-on-Pay” proposal, gives our stockholders the opportunity to express their views on our executive compensation as described in this Proxy Statement. Our executive compensation program is described in the Compensation Discussion and Analysis (“CD&A”), executive compensation tables and other narrative executive compensation disclosures required by the disclosure rules of the SEC, all of which are found in this Proxy Statement. In particular, the CD&A, beginning on page 37 of this Proxy Statement, describes the Company’s executive compensation program in detail, and we encourage you to review it.

At the 2023 Annual Meeting of Stockholders, our stockholders expressed a preference that advisory votes on executive compensation be held on an annual basis. The Board of Directors has determined, in line with the recommendation of the Company’s stockholders, to have an annual advisory vote on the compensation of our named executive officers. Accordingly, the next advisory vote on executive compensation will occur at this Annual Meeting of Stockholders.

What are you being asked to vote on?

Stockholders are being asked to vote either for or against the following non-binding resolution:

RESOLVED, that the stockholders of Prestige Consumer Healthcare Inc. approve, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables and other narrative executive compensation disclosures included in this Proxy Statement.

Is this vote binding?

No. As provided by the Dodd-Frank Act, this vote will not be binding on the Board of Directors or the Compensation and Talent Management Committee and may not be construed as overruling a decision by the Board of Directors or the Compensation and Talent Management Committee or creating or implying any additional fiduciary duty for the Board. Further, it will not affect any compensation paid or awarded to any executive officer. The Compensation and Talent Management Committee and the Board will, however, take into account the outcome of the vote when considering future executive compensation arrangements.

What vote is required for approval of the Say-on-Pay proposal?

The approval of this non-binding resolution requires the affirmative vote of a majority of the shares present, in person or by proxy, at the Annual Meeting and entitled to vote on the proposal. If this proposal is not approved by the required vote, the Board and the Compensation and Talent Management Committee will take into account the result of the vote when determining future executive compensation arrangements, particularly if the votes cast against the resolution exceed the number of votes cast in favor of the resolution.

 

PROPOSAL FOUR: APPROVAL OF AN AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

Why are we submitting this matter to you?

Article SEVEN of our Amended and Restated Certificate of Incorporation (as amended, the “Certificate of Incorporation”) limits the monetary liability of our directors in certain circumstances pursuant to, and consistent with, Section 102(b)(7) of the Delaware General Corporation Law (the “DGCL”). Effective August 1, 2022, Section 102(b)(7) of the DGCL was amended to permit a corporation to include within its certificate of incorporation a provision eliminating or limiting (i.e., exculpating) monetary liability for certain senior corporate officers for a breach of the duty of care in certain circumstances. The proposed Certificate of Amendment (as defined below) would allow for the limitation of liability of certain officers only in connection with direct claims brought by stockholders, including class actions, but would not eliminate officers’ monetary liability for breach of fiduciary duty claims brought by the Company itself or for derivative claims brought by stockholders in the name of the Company. As is currently the case with directors under our Certificate of Incorporation, the Certificate of Amendment would not limit the liability of officers for any breach of the duty of loyalty to the Company or its stockholders, any acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law and any transaction from which the officer derived an improper personal benefit. In addition, only certain officers may be exculpated from liability: (i) the Company’s president, chief executive officer, chief operating officer, chief financial officer, chief legal officer, controller, treasurer or chief accounting officer; (ii) an individual identified in our public filings as one of our most highly compensated officers; and (iii) an individual who, by written agreement with the Company, has consented to be identified as an officer for purposes of accepting service of process. The proposed amendment would eliminate the liability of these statutorily defined officers as described above, but will not be retroactive, and will not apply to any act or omission occurring prior to the effectiveness of the amendment.

In addition, Article TEN of the Certificate of Incorporation includes certain acknowledgements and provisions with respect to a former stockholder of the Company. Because that stockholder is no longer an owner of shares of the Company’s stock, Article TEN is no longer applicable, and the Certificate of Amendment will eliminate Article TEN.

What are you being asked to vote on?

The Board unanimously approved and declared advisable these amendments to our Certificate of Incorporation and recommends that our stockholders approve such amendments. Upon approval of this proposal, the Company will file a Certificate of Amendment to our Certificate of Incorporation (the “Certificate of Amendment”) with the changes on Appendix A attached hereto. The Board believes that amending our Certificate of Incorporation to add the authorized liability protection for certain officers, and to make certain clarifying changes, consistent with the protection in our Certificate of Incorporation currently afforded our directors and the revisions to the DGCL, is necessary in order to continue to attract and retain experienced and qualified officers. The nature of the role of officers often requires them to make decisions on crucial matters often in time-sensitive situations, which can create risk of investigations, claims or proceedings seeking to impose liability based on hindsight, especially in the current litigious environment and regardless of merit. Exculpation could enable our officers to best exercise their business judgment in furtherance of stockholder interests without the potential for distraction posed by the risk of personal liability. Exculpation could also reduce legal costs for the Company by discouraging lawsuits over matters covered by exculpation. This protection has long been afforded to directors, and, taking into account the narrow class and type of claims for which officers would be exculpated in accordance with the DGCL, the Board of Directors expects its peers to adopt exculpation clauses that limit the personal liability of officers in their certificates of incorporation. Therefore, the Board of Directors believes that extending similar exculpation to its officers is fair and in the best interests of the Company and its stockholders.

In addition, the Board believes that amending our Certificate of Incorporation to eliminate Article TEN will provide clarity because those provisions are no longer applicable to the Company.

 

PROPOSAL FOUR: APPROVAL OF AN AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

What vote is required for approval of the amendment to our Amended and Restated Certificate of Incorporation?

Approval of this proposal as it relates to the amendment to Article SEVEN of the Certificate of Incorporation requires the affirmative vote of the holders of at least 2/3 of our outstanding shares of common stock. Approval of this proposal as it relates to the deletion of Article TEN of the Certificate of Incorporation requires the affirmative vote of the holders of at least 80% of our outstanding shares of common stock. If the Company’s stockholders approve this Proposal 4 in its entirety, we intend to promptly file with the Secretary of State of the State of Delaware an amendment to the Certificate of Incorporation reflecting the changes described above. If our stockholders only approve this Proposal 4 as it relates to the amendment to Article SEVEN of the Certificate of Incorporation, we intend to promptly file with the Secretary of State of the State of Delaware an amendment to the Certificate of Incorporation solely reflecting the changes to Article SEVEN described above. The Board reserves the right to abandon the Certificate of Amendment at any time before it becomes effective, in the event it is approved by stockholders. If our stockholders do not approve the Certificate of Amendment, our Certificate of Incorporation will remain unchanged and the Certificate of Amendment will not be filed with the Secretary of State of the State of Delaware.

 

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth certain information with respect to the beneficial ownership of our common stock as of June 10, 2024 by:

■

each of our named executive officers;

​

■

each of our directors and nominees for director;

​

■

all directors and executive officers as a group; and

​

■

each person or entity known to us to be the beneficial owner of more than five percent of our outstanding shares of common stock.

​

Unless otherwise indicated, (i) each person or entity named below has sole voting and investment power with respect to the number of shares set forth opposite his, her or its name; and (ii) the address of each person named in the table below is c/o Prestige Consumer Healthcare Inc., 660 White Plains Road, Tarrytown, New York 10591.

​

*

Denotes less than one percent.

​

(1)

Percent is based on 49,675,033 shares of our common stock outstanding as of June 10, 2024.

​

(2)

The address for BlackRock, Inc. is 50 Hudson Yards, New York, NY 10001. BlackRock, Inc. has sole voting power with respect to 8,742,836 shares and sole dispositive power with respect to 9,067,957 shares. The information disclosed herein was obtained from the Schedule 13G/A filed with the SEC by BlackRock, Inc. on January 19, 2024.

​

(3)

The address for The Vanguard Group is 100 Vanguard Blvd., Malvern, PA 19355. The Vanguard Group has shared voting power with respect to 32,720 shares, sole dispositive power with respect to 5,670,412 shares, and shared dispositive power with respect to 85,726 shares. The information disclosed herein was obtained from the Schedule 13G/A filed with the SEC by The Vanguard Group on February 13, 2024.

​

(4)

The address for Dimensional Fund Advisors LP is, 6300 Bee Cave Road, Building One, Austin, TX 78746. Dimensional Fund Advisors LP has sole voting power with respect to 3,377,437 shares and sole dispositive power with respect to 3,434,500 shares. Dimensional Fund Advisors LP or its subsidiaries serve as investment manager, sub-adviser and/or adviser to certain investment companies, commingled funds, group trusts and separate accounts that own all the reported shares. Dimensional Fund Advisors LP disclaims beneficial ownership of such shares. The information disclosed herein was obtained from the Schedule 13G/A filed with the SEC by Dimensional Fund Advisors LP on February 8, 2023.

​

 

Security Ownership of Certain Beneficial Owners and Management

(5)

The address for Macquarie Investment Management Business Trust is 610 Market Street, Philadelphia, PA 19106. Macquarie Group Limited, Macquarie Management Holdings Inc and Macquarie Investment Management Business Trust jointly have sole voting power and sole dispositive power with respect to 3,062,581 shares. The information disclosed herein was obtained from the Schedule 13G/A jointly filed with the SEC by filed by Macquarie Group Limited, Macquarie Management Holdings Inc and Macquarie Investment Management Business Trust on February 14, 2024.

​

(6)

The address for Ariel Investments, LLC. is 200 E. Randolph Street, Suite 2900, Chicago, IL 60601, Ariel Investments, LLC. has sole voting power with respect to 2,127,903 shares and sole dispositive power with respect to 2,555,777 shares. The information disclosed herein was obtained from the Schedule 13G/A filed with the SEC by Ariel Investments, LLC. on February 14, 2024.

​

(7)

Includes shares of the Company’s common stock underlying options that vested and became exercisable as follows: (i) 17,908 shares on each of May 9, 2017 and 2018; (ii) 17,909 shares on May 9, 2019; and (iii) 13,129 shares on each of May 8, 2018, 2019, and 2020.

​

(8)

Includes shares of the Company’s common stock underlying options that vested and became exercisable as follows: (i) 3,655 shares on each of May 3, 2022, 2023 and 2024; (ii) 2,841 shares on May 2, 2023; and (iii) 2,842 shares on May 2, 2024.

​

(9)

Includes shares of the Company’s common stock underlying stock options that vested and became exercisable as follows: (i) 2,111 shares on each of May 8, 2018, 2019, and 2020; (ii) 3,832 shares on each of May 3, 2022, 2023 and 2024; (iii) 2,731 shares on May 2, 2023; and (iv) 2,732 shares on May 2, 2024.

​

(10)

Includes shares of the Company’s common stock underlying stock options that vested and became exercisable as follows: (i) 8,229 shares on each of May 6, 2020 and 2021; (ii) 8,228 shares on May 6, 2022; (iii) 6,868 on each of May 4, 2021, 2022 and 2023; (iv) 7,310 shares on each of May 3, 2022, 2023 and 2024; and (v) 5,683 shares on each of May 2, 2023 and 2024.

​

(11)

Includes shares of the Company’s common stock underlying stock options that vested and become exercisable as follows: (i) 3,359 shares on each of May 7, 2019 and 2020; (ii) 3,360 shares on May 7, 2021; (iii) 3,354 shares on each of May 6, 2020 and 2021; (iv) 3,355 shares on May 6, 2022; (v) 2,799 shares on May 4, 2021; (vi) 2,800 shares on each of May 4, 2022 and 2023; (vii) 2,600 shares on May 3, 2022; (viii) 2,601 shares on each of May 3, 2023 and 2024; (ix) 1,838 shares on May 2, 2023; and (x) 1,839 shares on May 2, 2024.

​

(12)

Includes 251,657 shares of the Company’s common stock underlying stock options currently exercisable or exercisable within 60 days of June 10, 2024.

​

 

Securities Authorized for Issuance Under Equity Compensation Plan

Securities Authorized for Issuance Under Equity Compensation Plan

EQUITY COMPENSATION PLAN INFORMATION

The following table sets forth certain information regarding our equity compensation plans as of March 31, 2024.

​

(1)

2020 LTIP replaced the 2005 LTIP upon stockholder approval of the 2020 LTIP on August 4, 2020. No further grants will be made under the 2005 LTIP.

​

(2)

Consists of shares issuable pursuant to the exercise of outstanding stock options and the conversion of outstanding restricted stock units and performance stock unit awards (assuming achievement of maximum performance levels).

​

(3)

Calculation of the weighted-average exercise price of outstanding awards includes stock options but does not include restricted stock units and performance stock units that convert to shares of common stock for no consideration.

​

(4)

All such shares may be issued pursuant to grants of full-value stock awards.

​

(5)

All remaining available securities are from the 2020 LTIP.

​

 

Compensation Discussion and Analysis

Compensation Discussion and Analysis

The following section is a discussion and analysis of the compensation policies and decisions made in connection with compensation for our named executive officers listed below:

Executive Summary

OUR PERFORMANCE DURING 2024

The Company delivered stable sales growth and profitability in 2024 despite abrupt supply chain challenges at year-end, with key fiscal year metrics as follows:

Please refer to Appendix A for a reconciliation of non-GAAP Adjusted EPS and Free Cash Flow to our most directly comparable financial measure presented in accordance with GAAP.

OUR LONG-TERM STRATEGY CONTINUES TO DELIVER MULTI-YEAR STRONG OPERATING RESULTS

Even in a dynamic environment including high inflation and recent abrupt supply chain challenges, we are pleased that our long-term strategy continues to deliver multi-year strong operating results.

This strategy includes maintaining our financial profile, including strong EBITDA margins and long-term sales growth through our brand-building strategy.

 

Compensation Discussion and Analysis

GOALS OF OUR COMPENSATION PROGRAM

BRIEF SUMMARY OF COMPENSATION PROGRAM

 

Compensation Discussion and Analysis

COMPENSATION GOVERNANCE HIGHLIGHTS

We endeavor to maintain good governance standards including with respect to the oversight of our executive compensation policies and practices, as evidenced by the following practices of our Compensation and Talent Management Committee:

EXECUTIVE COMPENSATION BEST PRACTICES

 

Compensation Discussion and Analysis

What are the elements of the Company’s 2024 executive compensation program and why does the Company pay them?

The following table provides additional information regarding the various elements of our 2024 executive compensation program.

In setting pay, did the Compensation and Talent Management Committee take into consideration last year’s advisory stockholder vote on executive compensation?

At the 2023 Annual Meeting of Stockholders, our stockholders expressed a preference that advisory votes on executive compensation be held on an annual basis. Consistent with this preference, the Board determined to implement an advisory vote on executive compensation on an annual basis.

What is the purpose of the Compensation Discussion and Analysis?

This Compensation Discussion and Analysis has been prepared to provide a summary of the policies and procedures established by the Company in reviewing and determining compensation for our named executive officers.

 

Compensation Discussion and Analysis

Specifically, the following discussion outlines, among other things, the objectives of executive compensation, the elements of executive compensation, how determinations are made as to specific elements of, and total, executive compensation, severance and change-in-control payments, and executive officer involvement in setting executive compensation.

What is our compensation philosophy and what are the objectives of the compensation programs?

It is the intent of the Company, through the efforts of the Compensation and Talent Management Committee, to:

Our executive compensation philosophy is to have programs and pay levels that enable us to attract, retain and motivate talented management who will drive exceptional results for our stockholders. We accomplish this by ensuring that our executive officers are compensated in a way that considers market practice, supports good governance, and drives both company and individual performance. To ensure fair and competitive pay, the Compensation and Talent Management Committee references a peer group comprised of companies it selected based on various characteristics (as described further below) and targets the median of such peer group in setting target pay levels for the Company’s executive officers.

The Company uses the following types of compensation to compensate and reward our executive officers for their performance: base salary, a cash-based annual incentive plan, and long-term equity awards comprised of performance stock units and restricted stock units. The Compensation and Talent Management Committee believes that the elements of compensation that it provides create a flexible, performance-based compensation package that focuses and rewards executives for short and long-term performance, while aligning the interests of our executive officers with the interests of the Company’s stockholders.

Each element of executive compensation described above is determined based on:

Through a combination of salary, incentive-based cash awards and equity awards, the Compensation and Talent Management Committee desires to provide attractive and competitive compensation to the executive officers, a significant portion of which is contingent upon the Company’s performance.

How are the Company’s executive compensation programs structured to address the Company’s objectives?

PERFORMANCE

Our executive compensation includes a significant amount of performance-based, or at-risk, compensation. We consider compensation to be performance-based or at-risk if payment is subject to achievement of performance targets or the value received is dependent on our stock price.

 

Compensation Discussion and Analysis

The Compensation and Talent Management Committee believes that the use of performance-based or at-risk compensation allows the Company to tailor the compensation paid to our executive officers to the Company’s performance and maintain a compensation system that significantly affects executive compensation in the event the Company does not meet the pre- determined performance goals. Furthermore, utilizing threshold performance targets puts the performance units entirely at risk, which means that in the event the Company does not meet the threshold performance goals, the performance units would not be paid to the executive officers. Performance stock units are earned only if the Company achieves the pre-established three- year performance goals. 75% of our CEO’s and 60% of our other NEO’s targeted value of the long-term incentive award is allocated to performance stock units, with the remaining 25% and 40% respectively, delivered in restricted stock units.

The charts below show the percentage of pay tied to financial or stock performance of 83% and 63% of the total compensation for 2024 of our CEO and other named executive officers, respectively.

ALIGNMENT

By motivating and incentivizing our executive officers with regard to the Company’s short- and long-term goals, the Compensation and Talent Management Committee believes that the interests of the executive officers and the Company’s stockholders are properly aligned.

Did the Compensation and Talent Management Committee use the services of an independent consultant during 2024?

Yes. The Compensation and Talent Management Committee engaged Compensation Advisory Partners (“CAP”) to conduct an analysis of the Company’s compensation levels and design for the Chief Executive Officer and the other executive officers of the Company. CAP also provided market context and advice for decisions related to incentives and other compensation practices.

In 2024, the Compensation and Talent Management Committee evaluated the independence of CAP considering SEC rules and NYSE listing standards, which require consideration of the following factors:

■

whether any other services are provided to the Company by the consultant;

​

■

the fees paid by the Company as a percentage of the consulting firm’s total revenue;

​

■

the policies or procedures maintained by the consulting firm that are designed to prevent a conflict of interest;

​

 

Compensation Discussion and Analysis

■

any business or personal relationships between the individual consultants involved in the engagement and a member of the Compensation and Talent Management Committee;

​

■

any Company stock owned by the individual consultants involved in the engagement; and

​

■

any business or personal relationships between our executive officers and the consulting firm or the individual consultants involved in the engagement.

​

The Compensation and Talent Management Committee discussed these considerations and concluded that the engagement of CAP and the services provided to the Compensation and Talent Management Committee by CAP did not raise any conflict of interest and that CAP is independent.

CAP did not provide any services to the Company other than in connection with its engagement by the Compensation and Talent Management Committee.

Does the Compensation and Talent Management Committee use a peer group of companies?

Yes. As part of its evaluation of the Company’s compensation packages, CAP recommended a group of peer companies that reflect the Company’s business model, as well as being within a reasonable range of the Company’s revenue, EBITDA, EBITDA margin, and market capitalization. Because our core products are in the over-the-counter and personal care sector, there are relatively few companies like us. As a result, we consider companies with strong brands and similar business models as comparable peers. In addition, given our operating model and high margins, we consider strong EBITDA performance to be an important metric in selecting our peers. Based on this analysis, the Compensation and Talent Management Committee approved the following peer group:

For 2024 compensation planning, the Compensation and Talent Management Committee removed from the peer group Revlon, Inc. and Lannett Co. (both filed bankruptcy) and added Hostess Brands, Inc. For 2025 compensation planning, the Compensation and Talent Management Committee removed Hostess Brands, Inc. (acquired) and Tupperware Brands Corp. (market cap too low) and added Utz Brands, Inc. and Amphastar Pharmaceuticals, Inc.

How does the Compensation and Talent Management Committee use market data from the peer group?

In determining compensation for 2024, the Compensation and Talent Management Committee reviewed and considered market data provided to it by CAP related to individual pay components (salary and target annual bonus opportunity), total cash compensation, long-term incentive target grant values, and total direct compensation, at the 25th percentile, median, and 75th percentile of the peer group. The Compensation and Talent Management Committee intends compensation to approximate the median level of compensation offered to similarly situated executive officers at companies in the Company’s peer group. While market data is an important factor in setting pay, it is not the only factor we consider. For example, an executive officer’s total compensation may be higher or lower than the market median based on the level of responsibility, individual experience and performance in a particular year. In some situations, we will also use compensation survey data as an additional point of reference for select named executive officers.

How does the Company determine the types and amounts of executive compensation?

BASE SALARY

The Compensation and Talent Management Committee determines the base salary for our executive officers by first reviewing peer group salaries for similarly situated positions and then adjusting such salaries as necessary based on the scope of work, skills,

 

Compensation Discussion and Analysis

experience, responsibilities, performance and seniority of the executive and the recommendation of the Chief Executive Officer (except in the case of his own compensation, which is determined by the Compensation and Talent Management Committee and the Board of Directors). In addition, with respect to promotions and new hires, the Compensation and Talent Management Committee considers the predecessor’s base salary. The Company views base salary as a fixed component of executive compensation that compensates the executive officer for the daily responsibilities assumed in keeping the Company operating throughout the year. The Compensation and Talent Management Committee reviews executive officers’ salaries annually at the end of the fiscal year and establishes the base salaries for the upcoming fiscal year. The base salaries paid to our named executive officers during 2024 are set forth in the “Salary” column of the Summary Compensation table later in this Proxy Statement.

In May 2024, the Compensation and Talent Management Committee approved adjustments to base salaries for fiscal 2025, as set forth below:

*   Increases approved in May were retroactive to beginning of fiscal year.

ANNUAL CASH INCENTIVE PLAN

The Annual Incentive Plan (“AIP”) provides our executive officers with the ability to earn additional cash compensation based on a percentage of base salary and the Company’s performance. The Company views the AIP as a performance-based component of executive compensation that motivates and incentivizes the executive officers to achieve the short-term goals of the Company and our stockholders.

For 2024, the Compensation and Talent Management Committee chose the following as the corporate financial goals for the AIP:

 

Compensation Discussion and Analysis

Typically, no bonuses are payable under the AIP unless the Company achieves threshold performance for one of the goals set for net sales or Adjusted EBITDA. If the Company achieves both of these threshold goals, then each of our named executive officer’s bonus is subject to a maximum award of 200% of their target bonus based on achievement with respect to the Company performance factors. The award will be subject to an additional individual performance factor that may be added to and raise the total annual bonus for the executive above 200% of their target bonus up to the maximum of the individual award factor of 20%. The Compensation and Talent Management Committee identified a target bonus, expressed as a percentage of their base salary, for each named executive officer, which for 2024 were as follows:

■

Mr. Lombardi, 115%

​

■

Ms. Sacco, 60%

​

■

Mr. Mekhail, 60%

​

■

Mr. P’Pool, 50%

​

■

Mr. Zerillo, 40%

​

The following table reflects the 2024 net sales, Adjusted EBITDA and payout levels approved by the Compensation and Talent Management Committee that correspond to the threshold, target and maximum performance by the Company. The named executive officers earn no payment (if performance is below threshold) or a payment on a sliding-scale between the minimum (threshold) amount and the maximum amount, inclusive of the target amount based on the Company’s performance.

Following the close of the fiscal year, the Compensation and Talent Management Committee assesses the Company’s performance against the pre-determined performance targets and determines the amount, if any, of bonus earned by the executive officers. To be eligible to receive cash incentive compensation, the executive must be employed with the Company at the time payments are made by the Company. Even with a very challenging macroeconomic environment and supply chain disruptions very late in 2024, our 2024 net sales and Adjusted EBITDA for the Company were $1,125.4 million and $373.9 million, respectively. Based on the results of these financial metrics, our named executive officers earned 88% of their target bonus. While the entire leadership team performed very well in the challenging macroeconomic environment, the Compensation and Talent Management Committee did not elect to award additional bonus to the named executive officers other than Mr. P’Pool. When determining the adjustments to individual bonus payouts, the Compensation and Talent Management Committee considered each named executive officers’ achievement against their respective goals. Any adjustments to the payouts are linked to the goals and objectives set for the individual by the CEO or in the case of the CEO, by the Compensation and Talent Management Committee. Key achievements by our named executive officers considered by the Compensation and Talent Management Committee for 2024 included:

■

For Mr. Lombardi, our President and Chief Executive Officer, (a) successfully lead the Company through the challenging macroeconomic environment created by significant supply chain challenges and high inflation, delivering solid financial performance, (b) delivered cash flow of about $240 million despite inventory impacted by supply chain issues, (c) managed significant debt paydown with leverage below targeted level by year end, and (d) advanced 3-year roadmap for Company’s ESG initiatives, including publication of initial ESG report.

​

■

For Ms. Sacco, our Chief Financial Officer, (a) helped successfully lead the Company through the challenging macroeconomic environment created by significant supply chain challenges and high inflation, delivering a solid financial, (b) delivered cash flow of over $240 million, (c) managed significant debt paydown with leverage below targeted level by year end, (d) worked within the finance function on maintaining and strengthening procedures and policies in support of effective controls, while helping to drive profitable growth, (e) continued enhancements in information management, technology and cybersecurity and (f) maintained strong investor relations program.

​

■

For Mr. Mekhail, our Executive Vice President of Marketing & Sales, (a) successfully drove North American financial performance in the challenging macroeconomic environment which included significant supply chain challenges and high inflation, (b) actively managed marketing initiatives and spend to continue to deliver strong sales and profit growth in ecommerce channels, (c) successfully lead margin improvement projects to reduce impact of inflation, and (d) successfully launched several new products extending product lines and growing revenue and profitability.

​

 

Compensation Discussion and Analysis

■

For Mr. P’Pool, our Senior Vice President, General Counsel and Corporate Secretary, (a) strong performance in providing legal advice to the Board and senior management particularly with regard to management of operations in context of the significant supply chain challenges and challenged suppliers, (b) advanced 3-year roadmap for Company’s ESG initiatives, including publication of initial ESG report, (c) strengthened the organization in terms of business conduct, compliance and control, and (d) managed the legal function to support the Company’s results in the challenging environment and secured, protected and defended the Company’s legal rights and interests.

​

■

For Mr. Zerillo, our Senior Vice President, Operations, (a) managed the supply chain to minimize disruption to the business during challenging environment created by significant supply chain challenges and high inflation, (b) continued to expand and improve performance of, primary logistics and warehouse provider resulting in best in class performance, (c) effectively delivered productivity and savings near targeted levels despite inflationary pressures, and (d) continued evolution of the Company’s manufacturing partner network capabilities to address supply chain constraints, challenged suppliers and support business growth.

​

The following table reflects each named executive officer’s target bonus and actual payout.

The 2024 AIP payouts to our named executive officers also are set forth in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation table later in this Proxy Statement.

EQUITY AWARDS

Executive officers of the Company are eligible to receive annual equity awards under our Long-Term Incentive Plan (“2020 LTIP”). Awards under the 2020 LTIP help tie a significant portion of an executive officer’s long-term compensation directly to stock price appreciation realized by all our stockholders and aligns an executive officer’s interests with those of our stockholders. Under the 2020 LTIP, our executive officers may receive performance stock units and restricted stock units.

Overall Philosophy and Objectives Regarding Equity Awards

The Company views the above-mentioned equity awards as components of executive compensation that motivate and incentivize management to achieve the long-term performance goals (including stock price appreciation) of the Company and our stockholders.

The Compensation and Talent Management Committee believes equity-based incentive compensation aligns executive and stockholder interests because:

 

Compensation Discussion and Analysis

In May 2023, following discussions with CAP and review of the benchmarking data for our executive officers, the Compensation and Talent Management Committee increased target award values for each executive for FY2024 to move each closer to the median of the peer group. Target award values increased, as provided in the table below.

For our CEO, the Compensation and Talent Management Committee allocated seventy-five percent (75%) of his targeted equity award value to performance stock units and the remaining twenty-five percent (25%) to restricted stock units. For our other named executive officers, the Compensation and Talent Management Committee allocated sixty percent (60%) of the targeted equity award value to performance stock units, and forty percent (40%) to restricted stock units. In each case, the actual number of stock units granted was determined by dividing the allocated dollar value by the closing price of the Company’s common stock on the grant date. The 2024 equity grants to our named executive officers are set forth in the Grants of Plan-Based Awards table later in this Proxy Statement.

Vesting Criteria for Equity Awards

 

Compensation Discussion and Analysis

For 2024, the Compensation and Talent Management Committee chose the following as the corporate financial goals for the 3-year Performance Stock Units:

We utilize the same metrics in our annual incentive and PSU program, though they are over different timeframes. The Committee regularly reviews what metrics align most closely with our business strategy and considers potential alternatives. Management along with the Committee continue to believe Net Sales and EBITDA, are the metrics that drive value for our business and provide line-of-sight to participants.

Treatment Upon Retirement. The Compensation and Talent Management Committee approved a “Rule of 62” policy for long-term equity awards granted in 2019 and beyond. Pursuant to the “Rule of 62,” if an employee retires from the Company with at least five years of service and a total of age and years of service at retirement equal to or greater than 62, then his or her outstanding awards will vest, based on actual company performance at the end of the 3-year performance period in the case of performance units, and in each case prorated based upon the employee’s length of employment during the vesting or performance period, as applicable. In each case the employee must give at least six months’ notice prior to retirement.

Severance and Change in Control Provisions. All unvested equity awards that are assumed in connection with a change of control vest only after both the change in control event and the employee’s subsequent termination. In the case of awards that are not assumed in connection with the change in control, such unvested equity awards will vest on the change in control. For additional information regarding severance and change-in-control payments that the Company may be obligated to pay to a named executive officer in the future due to the termination of his employment pursuant to the Company’s Executive Severance Plan, please see the sections titled “Executive Compensation and Other Matters — Potential Payments Upon Termination or Change in Control,” “Executive Compensation and Other Matters — Employment Agreements” and “Executive Compensation and Other Matters — Additional Vesting Provisions” contained elsewhere in this Proxy Statement.

Deferral Option. Starting in 2024, the Compensation and Talent Management Committee approved a deferral option for senior executives for LTIP equity awards granted in 2024. Senior executives may elect to defer settlement of shares until a date set by the executive prior to the LTIP award grant or until six months after termination of employment with the Company. Equity awards will continue to vest pursuant to the terms of the award agreements but the Company will defer issuing shares until the date set by the executive. Vested but unissued shares will count toward the executive’s stock ownership requirements.

 

Compensation Discussion and Analysis

May 2021 Performance Stock Unit Award Payout

The May 2021 performance stock unit grant resulted in a payout of 153.2% for the three-year performance period FY 2022- 2024 as set out below:

The Performance Multiplier resulted in the distribution of 85,533 shares to Mr. Lombardi, 10,943 shares to Ms. Sacco, 5,472 shares to Mr. Mekhail, 5,737 shares to Mr. P’Pool and 3,894 shares to Mr. Zerillo from their May 2021 performance stock unit grants.

Although the Company incurred numerous unanticipated financial impacts and other volatility resulting from the macroeconomic environment especially significant supply chain issues and high inflation, no upward adjustments were factored into the performance stock unit grant payout for fiscal year 2024 results. Please refer to Appendix A for a reconciliation of Non-GAAP Adjusted EBITDA to GAAP Net Income used to determine our May 2021 Performance Grant Payout.

When does the Company typically grant equity awards and what is the process?

Other than in exceptional cases, such as promotions or new hires, long-term incentive awards are generally granted in the first quarter of the fiscal year (April through June), at the time when salary levels and short-term incentive programs for the new fiscal year are determined. Our CEO recommends to the Compensation and Talent Management Committee (CTMC) the amount to be awarded to each NEO (other than our CEO). The CTMC considers the equity awards for executive officers based in part upon benchmarked data from our peer group provided by CAP, as well as other factors, such as the officers’ individual performance and current dilution rates. In determining the awards to our CEO, the CTMC without input from our CEO or other members of management, considers the performance of our Company, returns to shareholders, effectiveness of our CEO’s leadership, as well as benchmarked data and input from CAP. All NEO awards consist of Performance Stock Units (PSUs) and Restricted Stock Units (RSUs) and are valued at the market closing price on the day of grant. No stock options are awarded to our NEOs. The CTMC does not take material nonpublic information into account when determining the timing and terms of equity awards. The Company does not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

Are the Company’s directors and executive officers required to own a minimum amount of the Company’s common stock?

Yes. The Board of Directors adopted Stock Ownership Guidelines for the directors and executive officers of the Company to align their interests with the Company’s stockholders. Each person subject to the Stock Ownership Guidelines is expected to be fully compliant with the guidelines by the date of the first Annual Meeting of Stockholders following the fifth anniversary of the date of employment as an executive officer of the Company or, for directors, the date of election to the Board. The following equity interests are included for purposes of determining compliance with the Stock Ownership Guidelines:

■

shares of the Company purchased on the open market or in privately negotiated transactions;

​

■

shares of the Company acquired by inheritance or gift or held by immediate family members or in trust for the benefit of the employee or family member;

​

■

after-tax shares of the Company acquired through vested restricted stock units and performance stock units;

​

■

60% of vested options to the extent in-the-money — reflecting the approximate after-tax value of those shares; and

​

■

60% of unvested restricted stock units and performance stock units that cliff vest, prorated to the extent full years of completed service or periods of performance, as applicable, at current projected performance multiple — reflecting the approximate after-tax value of those shares.

​

■

100% of vested but deferred/unissued shares

​

The following equity interests are not included for purposes of determining compliance with the Stock Ownership Guidelines:

■

unvested restricted stock and restricted stock units, except as provided above;

​

■

unvested stock options; and

​

■

vested but not “in-the-money” stock options.

​

 

Compensation Discussion and Analysis

The Stock Ownership Guidelines are summarized as follows:

If a director or executive is below the ownership requirement, until the specified level is met, the director or officer will be required to retain 50 percent of the net, after-tax value of any equity received from the Company’s equity plan until the individual meets the guideline. All directors and executives are in compliance with the guidelines or are within the five-year transition period. The CEO currently exceeds his guideline by more than 400% of the holding requirement.

Does the Company have a policy regarding hedging or pledging Company securities?

Yes. The Company’s Insider Trading Policy prohibits hedging and limits any pledging by the Company’s directors, executive officers and employees.

Does the Company have a policy regarding the recovery of incentive-based compensation paid to executive officers if the Company restates its financial statements?

Yes. Pursuant to the Company’s Clawback Policy, in the event that the Company is required to restate its financial statements due to material non-compliance with any financial reporting requirement under the U.S. federal securities laws, the Company will, subject to the terms of the Clawback Policy, recover from executive officers any incentive-based compensation that was paid to or received by, or is to be paid to, executive officers for the three years immediately preceding the period for which the Company is required to restate its financial statements, insofar as such incentive compensation is a result of errors within the financial statements that are required to be restated. The amount of the incentive-based compensation that the Company will seek to recover is the difference between the amount of the incentive-based compensation received by executive officers based on the erroneous financial statements and the amount of incentive-based compensation that would have been paid to executive officers based on the financial statements as restated. Notwithstanding the foregoing, the Company is not obligated to pursue any recovery if the Board of Directors or applicable committee determines that the expected cost of recovery will exceed the amount to be recovered.

What are the respective roles of the Compensation and Talent Management Committee, its consultant and the Company’s executive officers in determining executive compensation?

Executive Officer Compensation. Mr. Lombardi, our Chair, President and Chief Executive Officer, with the assistance of certain members of senior management, participated in discussions with, and made recommendations to, the Compensation and Talent Management Committee regarding the setting of base salaries and cash and equity incentive plan compensation for the other executive officers. Mr. Lombardi was assisted by certain members of senior management and CAP in reviewing the competitive landscape for executive talent and structuring the types and levels of executive compensation for review by the Compensation and Talent Management Committee.

Chief Executive Officer Compensation. The Compensation and Talent Management Committee and the Board of Directors are responsible for establishing the CEO’s compensation package. The Compensation and Talent Management Committee consulted with CAP, its independent compensation consultant, in determining the compensation to be awarded to Mr. Lombardi in 2024, and in determining his compensation program for 2025.

 

COMPENSATION AND TALENT MANAGEMENT COMMITTEE REPORT

COMPENSATION AND TALENT MANAGEMENT COMMITTEE REPORT

This Compensation and Talent Management Committee report shall not be deemed incorporated by reference by any general statement incorporating by reference this Proxy Statement into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except to the extent that we specifically incorporate this information by reference, and shall not otherwise be deemed filed under the Securities Act and the Exchange Act.

The Compensation and Talent Management Committee has reviewed and discussed the Compensation Discussion and Analysis with management. Based on its review and discussions of the Compensation Discussion and Analysis with management, the Compensation and Talent Management Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference into our Annual Report on Form 10-K for 2024.

MEMBERS OF THE 2024 COMPENSATION AND TALENT MANAGEMENT COMMITTEE

Dawn M. Zier (Chair)
John E. Byom
Celeste A. Clark
John F. Kelly
Natale S. Ricciardi

 

Executive Compensation and Other Matters

Executive Compensation and Other Matters

Who are our Executive Officers?

Our executive officers are as follows:

 

Executive Compensation and Other Matters

 

SUMMARY COMPENSATION TABLE

SUMMARY COMPENSATION TABLE

The following table includes information regarding the compensation paid or awarded to the named executive officers listed below during our fiscal years ended March 31, 2024, 2023 and 2022. We have no applicable qualified pension or deferred compensation plans and, therefore, have omitted the column regarding compensation under such plans.