| Dear Fellow Stockholder: I am very pleased to report a successful Fiscal Year | | | |
| Record Revenues | | | Key Acquisition | | | Record EPS | | | Record Free Cash Flow | |
| REVENUES OF $1,086.8 MILLION FOR FISCAL 2022, UP 15.2% VS 2021 - DESPITE VOLITILE MACROECONOMIC ENVIRONMENT | | | ACQUISITION OF AKORN CONSUMER HEALTH, ADDING THE THERATEARS BRAND TO THE EYE & EAR CARE PLATFORM | | | ADJUSTED EPS OF $4.06, UP 25.3% VS 2021 | | | ADJUSTED FREE CASH FLOW OF $253.7 MILLION | |
| LEADERSHIP | | | TRUST | | | CHANGE | | | EXECUTION | |
| | | | Sincerely, | |
| | | | Ronald M. Lombardi President, Chief Executive Officer and Chairman of the Board | |
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| | | WHEN:Tuesday, August 10:00 a.m. (Eastern Daylight Time) | | | | | | WHERE:at the Company’s offices 660 White Plains Road Tarrytown, New York 10591 | | | | | | WHO:Only stockholders of record at the close of business on June 10, | |
| ITEMS OF BUSINESS | | |||
| 1 | | | To elect the seven directors nominated by the Board of Directors and named in the accompanying Proxy Statement to serve until the | |
| 2 | | | To ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of Prestige Consumer Healthcare Inc. for the fiscal year ending March 31, | |
| 3 | | | To vote on a non-binding resolution to approve the compensation of our named executive officers as disclosed in our Proxy Statement | |
| 4 | | | To conduct other business as may properly be brought before the Annual Meeting or any adjournment or postponement thereof, including proposals to adjourn or postpone the meeting | |
| | | | | | By Order of the Board of Directors, | | |
| June | | | | | | William C. P’Pool Senior Vice President, General Counsel & Corporate Secretary | |
| WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING IN PERSON, PLEASE PROMPTLY COMPLETE, SIGN, DATE AND MAIL THE ENCLOSED PROXY CARD, OR VOTE BY THE INTERNET ACCORDING TO THE INSTRUCTIONS ON YOUR PROXY CARD. A SELF-ADDRESSED POSTAGE PAID RETURN ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES. IF YOU DO ATTEND THE ANNUAL MEETING, YOU MAY WITHDRAW YOUR PROXY SHOULD YOU WISH TO VOTE IN PERSON. YOU MAY REVOKE YOUR PROXY BY FOLLOWING THE INSTRUCTIONS ON PAGE | |
| If you own shares in a brokerage account, your bank or brokerage firm forwarded these proxy materials, as well as a voting instruction card, to you. Please follow the instructions on the voting instruction card to vote your shares. Your broker cannot vote your shares for proposals regarding the election of our directors or approval of the compensation of our named executive officers unless you provide voting instructions to your broker. Therefore, it is very important that you exercise your right as a stockholder and vote on all proposals. | |
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| PROPOSAL 1 – ELECTION OF DIRECTORS | | | | |
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| THIS PROXY STATEMENT, THE PROXY CARD AND THE | |
| YOU CAN SUBMIT A REQUEST FOR A COPY OF THE PROXY STATEMENT, ANNUAL REPORT AND FORM OF PROXY FOR ANY FUTURE STOCKHOLDER MEETINGS (INCLUDING THE MEETING OF STOCKHOLDERS TO BE HELD ON AUGUST | |
| YOU CAN ALSO CONTACT US AT THE PHONE NUMBER, E-MAIL ADDRESS AND WEBSITE SET FORTH ABOVE TO REQUEST DIRECTIONS TO THE LOCATION OF THE ANNUAL MEETING OF STOCKHOLDERS SO THAT YOU MAY ATTEND THE MEETING AND VOTE IN PERSON. | |
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| | | WHEN:Tuesday, August 10:00 a.m. (Eastern Daylight Time) | | | | | | WHERE:at the Company’s offices 660 White Plains Road Tarrytown, New York 10591 | | | | | | WHO:Only stockholders of record at the close of business on June 10, | |
| ITEMS OF BUSINESS | | BOARD’S RECOMMENDATION | | SEE PAGE | | | PROPOSAL | | BOARD’S RECOMMENDATION | | SEE PAGE | | ||||||||||||||||||||||||||||||||||||
| 1 | | To elect the seven directors nominated by the Board of Directors and named in this Proxy Statement to serve until the 2022 Annual Meeting of Stockholders or until their earlier death, removal or resignation | | | FOR each director nominee | | | | 1 | | To elect the seven directors nominated by the Board of Directors and named in this Proxy Statement to serve until the 2023 Annual Meeting of Stockholders or until their earlier death, removal or resignation | | | FOR each director nominee | | 10 | | |||||||||||||||||||||||||||||||
| | | ☐ Ronald M. Lombardi | | ☐ John E. Byom | | ☐ Celeste A. Clark | | ☐ Christopher J. Coughlin | | | | | | | | | | | | ☐ Ronald M. Lombardi | | ☐ John E. Byom | | ☐ Celeste A. Clark | | ☐ Christopher J. Coughlin | | | | | | | | |||||||||||||||
| | | ☐ Sheila A. Hopkins | | ☐ Natale S. Ricciardi | | ☐ Dawn M. Zier | | | | | | | | | | | | | ☐ Sheila A. Hopkins | | ☐ Natale S. Ricciardi | | ☐ Dawn M. Zier | | | | | | | | | | ||||||||||||||||
| 2 | | To ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of Prestige Consumer Healthcare Inc. for the fiscal year ending March 31, 2022 | | | FOR | | | | 2 | | To ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of Prestige Consumer Healthcare Inc. for the fiscal year ending March 31, 2023 | | | FOR | | 27 | | |||||||||||||||||||||||||||||||
| 3 | | To vote on a non-binding resolution to approve the compensation of our named executive officers as disclosed in our Proxy Statement | | | FOR | | | | 3 | | To vote on a non-binding resolution to approve the compensation of our named executive officers as disclosed in our Proxy Statement | | | FOR | | 30 | |
| STOCKHOLDERS OF RECORD | | | | BENEFICIAL OWNERS | | ||||||
| Have your proxy card with your 11-digit control number available and follow the instructions. | | | | If your shares are held in “street name,” your bank or brokerage firm forwarded these proxy materials, as well as a voting instruction card, to you. Please follow the instructions on the voting instruction card to vote your shares. Beneficial owners who hold shares in “street name” and who wish to vote in person at the Annual Meeting must bring a power of attorney or legal proxy from their bank, broker or other nominee. | | ||||||
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| | BY INTERNET | | | Visit, 24/7, www.voteproxy.com | | | |||||
| | | 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 | | | ||||
| The deadline to vote | | |
| PRESTIGE CONSUMER HEALTHCARE INC. | | | |
| Top Line Trends | | | ■ ■ ■ Strong growth in International OTC segment, led by Hydralyte® | |
| EPS | | | ■ FY ■ Strong financial profile leading to increased profitability | |
| Free Cash Flow & Allocation | | | ■ FY ■ ■ Further reduced debt | |
| 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 | |
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| CEO | | | | AVERAGE OTHER NEOS | |
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| BEST PRACTICES ESTABLISHED IN THE 2020 LONG-TERM INCENTIVE PLAN | | |||
| No evergreen provision. The 2020 Plan does not contain an “evergreen” feature pursuant to which the shares authorized for issuance under the 2020 Plan can be automatically replenished. No repricing of stock options. Without the prior approval of the Company’s stockholders, outstanding stock options cannot be repriced, directly or indirectly, nor may stock options be cancelled in exchanged for stock options with an exercise price that is less than the exercise price of the original stock options. In addition, the Company may not, without the prior approval of stockholders, repurchase an option for value from a participant if the current market value of the underlying stock is lower than the exercise price per share of the Awards subject to compensation recoupment policy. All awards (and/or any amount received with respect to such awards) under the 2020 Plan are subject to reduction, cancellation, forfeiture or recoupment to the extent necessary to comply with applicable law, stock exchange listing requirements, or any recoupment policy of the Company. Minimum vesting requirements. Awards granted under the 2020 Plan will be subject to a minimum vesting period of one year No dividends on unearned awards. The 2020 Plan prohibits the current payment of dividends or dividend equivalent rights on unearned awards. | | | No discounted stock options. Stock options may not be granted with exercise prices lower than the fair market value of the underlying shares on the grant date. No liberal share recycling provisions. Shares retained by or delivered to the Company to pay the exercise price of a stock option or to satisfy tax withholding obligations in connection with the exercise, vesting or settlement of an award count against the number of shares remaining available under the 2020 Plan. No liberal change-in-control definition. The change-in-control definition contained in the 2020 Plan is not a “liberal” definition that would be activated on mere stockholder approval of a transaction. No single-trigger change of control vesting.If awards granted under the 2020 Plan are assumed by the successor entity in connection with a change of control of the Company, such awards will not automatically vest and pay out upon the change of control. Limitation on non-employee director compensation.The 2020 Plan provides that, 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 shall not exceed $600,000,or $900,000 in the case of a non-employee Chairman of the Board or Lead Director. | |
| PRESTIGE CONSUMER HEALTHCARE INC. | | | |
| Prestige Consumer Healthcare’s Board of Directors, management and employees all recognize the responsibility that comes with selling trusted consumer healthcare brands, and the importance of integrating corporate sustainability into our operations and culture for the benefit of future generations. We are committed to building environmental sustainability, social responsibility, and effective corporate governance into all aspects of our business. We view this as sound business strategy that drives resiliency and long-term value creation for the benefit of all stakeholders, including our consumers, employees, investors, suppliers, regulators and the communities in which we live and operate. | |
| We have developed a three-year roadmap for implementation of our ESG program. Our approach to ESG is based on credible frameworks and standards that create a foundation for identifying material ESG topics, understanding our ESG risks and opportunities, and informing our ESG strategy. We also understand the importance of preparing for market transformations by staying proactive in our strategy and preparing for increased transparency with our stakeholders, along with shifts in regulations, such as the proposed SEC climate risk disclosures. | |
| 4 | 2022 PROXY STATEMENT | | | PRESTIGE CONSUMER HEALTHCARE INC. | |
| We believe environmental stewardship and social responsibility are key tenets that are pivotal to driving long-term, organizational success. Prestige’s current ESG strategy includes kickstarting both public disclosures as well as internal development of policies and procedures that will anchor corporate sustainability into all facets of the business. | |
| We believe in sharing our success with the communities in which we operate. We play a pivotal role in ensuring our consumers lead healthier lives by providing options for better health and self-care. We are working with our suppliers to elevate our role in driving appropriate social initiatives. We continue to push for greater inclusivity, workplace safety and transparency. | |
| PRESTIGE CONSUMER HEALTHCARE INC. | | | 2022 PROXY STATEMENT | 5 | |
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| 12+ Billion | | | 17 Million | | | 8 Million | |
| EYE DROPS PER YEAR | | | DOSES OF PAIN RELIEF PER WEEK | | | INFECTIONS TREATED ANNUALLY | |
| 6 | 2022 PROXY STATEMENT | | | PRESTIGE CONSUMER HEALTHCARE INC. | |
| | | | WOMEN | | | PEOPLE OF COLOR | |
| Board of Directors | | | | | | ||
| Executive Management | | | | | | ||
| All Managers | | | | | | ||
| All Associates | | | | | |
| 2022 HIGHLIGHTS | |
| 51 NEW MINORITY HIRES | |
| 84% ASSOCIATE RETENTION RATE AFTER 1 YEAR | |
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| Recognized as a gender-balanced Board of Directors, by the 50/50 Women on Boards Gender Diversity Index ™ — just 9% of Russell 3000 boards are 50/50 or better. | |
| PRESTIGE CONSUMER HEALTHCARE INC. | | | 2022 PROXY STATEMENT | 7 | |
| Good governance practices are imperative for aligning the interests of individuals, the organization and society. The Board of Directors provides oversite of the Company’s strategy and governance, including ESG. With respect to ESG, the Board of Directors lends assurance to stockholders and other stakeholders that the organization is being prudent in the management of key issues, ultimately resulting in sound performance, profitability and resiliency. | |
| CORPORATE GOVERNANCE HIGHLIGHTS | | |||
| Annual Election. All directors stand for election each year. Attendance at Meetings. Robust attendance requirements for Board and Committee meetings in 2022, all directors attended more than 75% of the meetings of the Board and the Committees on which they served. Annual Board and Committee Self-Evaluations. The Board and each of its committees conducts a self-evaluation of its performance on an annual basis. Regular Executive Sessions. All regularly scheduled Board and committee meetings provide an opportunity for the directors to meet without management present. | | | Stockholder Rights. Stockholders can act by written consent. Periodic Review of Key Governance Documents. Annual review of Committee Charters, Corporate Governance Guidelines and Code of Conduct and Ethics. Robust Compensation Best Practices. Including annual Say on Pay vote, implementation of “double trigger” change-in-control vesting provisions, provisions for awards that are assumed in connection with a change-in-control, no excise tax reimbursements for change-in-control payments, strict policy of no pledging or hedging common stock by directors and executive officers, clawback policy and stock ownership guidelines. Robust Code of Conduct. Promotes honest and ethical conduct throughout the Company and all employees receive regular online training. | |
| 8 | 2022 PROXY STATEMENT | | | PRESTIGE CONSUMER HEALTHCARE INC. | |
| 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. | |
| Audit & Finance Committee Oversight Responsibilities | | | | Compensation & Talent Committee Oversight Responsibilities | | | | Nominating & Corporate Governance Committee Oversight Responsibilities | |
| ■ Overall risk exposures and enterprise risk management process; ■ Risks related to financial statements and the financial reporting process; ■ Accounting, legal, ethics and compliance matters; ■ Internal audit and the risk control organization including any significant changes to corporate risk control policies; ■ Risks related to information technology systems, privacy and cyber security management (including annual review of the structure and sufficiency of cyber security mitigation efforts including cyber risk insurance); ■ Financial risk related to ESG matters; and ■ Risks related to liquidity and capital allocation. | | | | ■ Risks associated with the Company’s compensation philosophy and programs; ■ Engages an independent consultant to support in reviewing compensation programs and policies to encourage appropriate risk taking; ■ Talent acquisition and retention risks; and ■ Human capital management and issues related to diversity, equity and inclusion. | | | | ■ Risks related to corporate governance, including the Corporate Governance Guidelines; ■ Along with the Audit and Finance Committee, the Company’s Code of Conduct and Ethics; ■ Corporate responsibility and ESG related risks and opportunities; and ■ Succession planning for the Board and CEO. | |
| PRESTIGE CONSUMER HEALTHCARE INC. | | | 2022 PROXY STATEMENT | 9 | |
| BOARD STRUCTURE AND COMPOSITION | | |||
| Annual Election of Directors. All directors stand for election on an annual basis. Majority Voting Uncontested Director Elections. Any director nominee must resign if they do not receive an affirmative vote of a majority of votes cast in an uncontested election The Board will then determine whether to accept the resignation and disclose any decision not to accept the resignation. Director Independence. 6 out of 7 director nominees are independent (All directors are independent other than the CEO; fully independent Audit and Finance Committee, Compensation and Talent Management Committee and Nominating and Corporate Governance Committee). | | | Independent Board Leadership. Our Board of Directors maintains a Lead Independent Director who meets regularly with our independent members. Board Refreshment. 50% of our independent Board nominees have joined in the last 3 years and have expanded the Board’s scope of experience. Financial Literacy for Audit Committee. Three current Audit and Finance Committee members are “audit committee financial experts” under Securities and Exchange Commission rules. | |
| 10 | 2022 PROXY STATEMENT | | | PRESTIGE CONSUMER HEALTHCARE INC. | |
| | | Leadership Experience We believe that directors with experience in significant leadership positions over an extended period, especially chief executive officer positions, chief financial officers and other senior executives provide the Company with valuable insights and strategic thinking. These individuals generally possess extraordinary leadership qualities and the ability to identify and develop those qualities in others. They demonstrate a practical understanding of organizations, processes, strategy, risk management and the methods to drive change and growth. | | |
| | | Finance Experience. We believe that an understanding of finance and the financial reporting process is important for our directors. We measure our operating and strategic performance by reference to financial targets. In addition, accurate financial reporting and robust auditing are critical to our success and developing stockholders’ confidence in our reporting processes under the Sarbanes-Oxley Act of 2002. We expect all of our directors to be financially literate. | | |
| | | Consumer Products Experience. As a marketer and distributor of brand name personal healthcare products throughout the U.S. and Canada, Australia, and in certain other international markets, we seek directors with experience as executives managing consumer products businesses. | | |
| | | Marketing Experience. The Company seeks to grow organically by identifying and developing opportunities for expanding distribution of its existing product offerings through traditional and digital marketing, while also developing and launching new products to sell into the market. | | |
| | | As a global corporate citizen, we believe that sustainable operations are both financially and operationally beneficial to our business, and critical to the health of our employees and the communities in which we operate. We seek directors with experience in building strong environmental, labor, health & safety and ethical practices. | | |
| | | Supply Chain Experience. The Company relies on third party manufacturers and its manufacturing facility in Lynchburg, VA to fulfill its manufacturing needs. As a result, we seek to have directors with experience in supply chain management, and compliance with the various regulations that govern the manufacture, packaging, labeling, distribution, and importation of our products. | |
| PRESTIGE CONSUMER HEALTHCARE INC. | | | |
| | | | NAME AGE DIRECTOR SINCE | | | PRIMARY (OR FORMER) OCCUPATION | | | | | COMMITTEE ASSIGNMENTS | | |
| | | Ronald M. Lombardi June 2015 | | | Chairman of the Board, President and Chief Executive Officer, Prestige Consumer Healthcare Inc. | | | | | | | | |
| | | John E. Byom January 2006 | | | (Former) Chief Executive Officer of Classic Provisions Inc. and Chief Financial Officer of International Multifoods Corporation. | | | | | Audit & Finance, Compensation & Talent Management | | ||
| | | Celeste A. Clark February 2021 | | | (Former) Senior Vice President, Global Policy and External Affairs and Chief Sustainability Officer of Kellogg | | | | | Compensation & Talent Management, Nominating & Corporate Governance (Chair) | | ||
| | | Christopher J. Coughlin August 2019 | | | (Former) Senior Advisor to the CEO and Board of Directors of Tyco International, Ltd. | | | | | Audit & Finance (Chair), Nominating & Corporate Governance | | ||
| | | Sheila A. Hopkins August 2015 | | | (Former) President, Global Vision Care and Executive Vice President of Bausch + Lomb | | | | | Audit & Finance, Nominating & Corporate Governance | | ||
| | | Natale S. Ricciardi May 2016 | | | (Former) President,Pfizer Global Manufacturing and Senior Vice President of Pfizer Inc. | | | | | Compensation & Talent Management, Nominating & Corporate Governance | | ||
| | | Dawn M. Zier May 2020 | | | (Former) President and CEO of | | | | | Audit & Finance, Compensation & Talent Management (Chair) | |
| | | PRESTIGE CONSUMER HEALTHCARE INC. | |
| | | | | | | BYOM | | | CLARK | | | COUGHLIN | | | HOPKINS | | | LOMBARDI | | | RICCIARDI | | | ZIER | | | TOTAL EXPERIENCE | | ||||
| SOME KNOWLEDGE | | | | DEEP KNOWLEDGE | | |||||||||||||||||||||||||||
| | | Leadership Experience | | | | | | | | | | | | | | | | | | | | | | |||||||||
| | | Finance Experience | | | | | | | | | | | | | | | | | | | | | ||||||||||
| | | Consumer Products Experience | | | | | | | | | | | | | | | | | | | | | | |||||||||
| | | Marketing Experience | | | | | | | | | | | | | | | | | | | | | ||||||||||
| | | Environmental, Social & Governance | | | | | | | | | | | | | | | | | | | | | ||||||||||
| | | Supply Chain Experience | | | | | | | | | | | | | | | | | | | | |
| | | Deep Knowledge or Experience | | | | | Some Knowledge or Experience | |
| PRESTIGE CONSUMER HEALTHCARE INC. | | | 2022 PROXY STATEMENT | 13 | |
| Total Number of Directors: 7 | | | Female | | | Male | | | Non-Binary | | | Did Not Disclose Gender | |
| Part I: Gender Identity | | | | | | | | | | | | | |
| Directors | | | 3 | | | 4 | | | — | | | — | |
| Part I: Racial Identity | | | | | | | | | | | | | |
| African American or Black | | | 2 | | | — | | | — | | | — | |
| Alaskan Native or Native American | | | — | | | — | | | — | | | — | |
| Asian | | | — | | | — | | | — | | | — | |
| Hispanic or Latinx | | | — | | | — | | | — | | | — | |
| Native Hawaiian or Pacific Islander | | | — | | | — | | | — | | | — | |
| White | | | 1 | | | 4 | | | — | | | — | |
| Two or More Races or Ethnicities | | | — | | | — | | | — | | | — | |
| LGBTQ+ | | | — | | |||||||||
| Did Not Disclose Demographics Background | | | — | |
| 14 | 2022 PROXY STATEMENT | | | PRESTIGE CONSUMER HEALTHCARE INC. | |
| John E. Byom Director | | | CAREER HIGHLIGHTS: John E. Byom has served as a director since January 2006. Mr. Byom was Chief Executive Officer of Classic Provisions Inc., a specialty foods distribution company, from October 2007 until the business was sold and he retired in June 2019. Mr. Byom was previously the Chief Financial Officer of International Multifoods Corporation. He left International Multifoods Corporation in March 2005 after 26 years, including four years as Vice President Finance and Chief Financial Officer from March 2000 to June 2004. | |
| DIRECTOR QUALIFICATIONS: |
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| Celeste A. Clark, Ph.D. Director | | | CAREER HIGHLIGHTS: Celeste A. Clark, Ph.D. has served as a director since February 2021. Dr. Clark has been the principal of Abraham Clark Consulting, LLC, a consulting firm, since November 2011 and consults on nutrition and health policy, regulatory affairs and leadership development. Dr. Clark is also an adjunct professor in the Department of Food Science and Human Nutrition at Michigan State University | |
| DIRECTOR QUALIFICATIONS: | |
| | | 2022 PROXY STATEMENT | 15 | |
| Christopher J. Coughlin Director | | | CAREER HIGHLIGHTS: Christopher J. Coughlin has served as a director since August 2019. Mr. Coughlin served as Senior Advisor to the CEO and Board of Directors of Tyco International, Ltd., a diversified holding company, from 2010 until he retired in September 2012. Prior to that, he was Executive Vice President and Chief Financial Officer of Tyco International from 2005 to 2010. During his tenure, he played a central role in the separation of Tyco into five independent, public companies. Prior to joining Tyco, he worked as the Chief Operating Officer of the Interpublic Group of Companies from June 2003 to December 2004 and as Chief Financial Officer from August 2003 to June 2004. Previously, Mr. Coughlin was Executive Vice President and Chief Financial Officer of Pharmacia Corporation from 1998 until its acquisition by Pfizer in 2003. Prior to that, he was Executive Vice President of Nabisco Holdings and President of Nabisco International. From 1981 to 1996, he held various positions, including Chief Financial Officer, at Sterling Winthrop. Mr. Coughlin | |
| DIRECTOR QUALIFICATIONS: | |
| Sheila A. Hopkins Director | | | CAREER HIGHLIGHTS: Sheila A. Hopkins has served as a director since August 2015. Ms. Hopkins served as | |
| DIRECTOR QUALIFICATIONS: | |
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| Ronald M. Lombardi Chairman of the Board, President and Chief Executive Officer | | | CAREER HIGHLIGHTS: Ronald M. Lombardi was elected Chairman of the Board in May 2017 and has served as a director and as President and Chief Executive Officer of the Company since June 2015. He served as Chief Financial Officer of the Company from December 2010 until November 2015. Prior to joining the Company, from October 2010 to December 2010, Mr. Lombardi was employed by Medtech Group Holdings, a components and contract medical device manufacturer, as Chief Financial Officer. From October 2009 to October 2010, Mr. Lombardi served as the Chief Financial Officer of Waterbury International Holdings, a specialty chemical and pest control business. Mr. Lombardi was employed by Cannondale Sports Group, a sporting goods and apparel manufacturing company, as Chief Operating Officer from August 2008 to October 2009 and as Senior Vice President and Chief Financial Officer from March 2004 to August 2008. From 2000 to 2004, Mr. Lombardi served in various roles at Gerber Scientific Inc., including Vice President and Chief Financial Officer of Gerber Scientific Inc.’s Gerber Coburn Optical Division and Director of Financial Planning and Analysis of Gerber Scientific Inc. Mr. Lombardi was also previously employed by Emerson Electric, Scovill Fasteners, Inc. and Go/Dan Industries. Mr. Lombardi | |
| DIRECTOR QUALIFICATIONS: | |
| Natale S. Ricciardi Director | | | CAREER HIGHLIGHTS: Natale S. Ricciardi has served as a director since May 2016. Mr. Ricciardi developed a 39-year career at Pfizer Inc., a biopharmaceutical company, retiring in 2011 as a member of the Pfizer Executive Leadership Team. While holding the positions of President, Pfizer Global Manufacturing and Senior Vice President of Pfizer Inc. from 2004 until 2011, Mr. Ricciardi was directly responsible for all of Pfizer’s internal and external supply and manufacturing organization, a global enterprise that grew to more than 100 manufacturing facilities supplying small and large molecule pharmaceuticals, vaccines, consumer, nutrition and animal health products. Previously, from 1999 to 2004, he had oversight for Pfizer’s U.S. manufacturing operations and from 1995 to 1999 was Vice President of Manufacturing for Pfizer’s Animal Health Group. Mr. Ricciardi serves on the boards of | |
| DIRECTOR QUALIFICATIONS: | |
| PRESTIGE CONSUMER HEALTHCARE INC. | | | 2022 PROXY STATEMENT | 17 | |
| Dawn M. Zier Director | | | CAREER HIGHLIGHTS: Dawn M. Zier has served as a director since May 2020. Since February 2020, Ms. Zier has been the principal of Aurora Business Consulting, LLC and advises public and private companies on business transformation, digital/marketing acceleration, and high-performance teams. Ms. Zier was formerly the President and CEO and a director of Nutrisystem, an innovative provider of weight loss programs and digital tools, from November 2012 until its March 2019 acquisition by Tivity Health, Inc., a leading provider of fitness and social engagement solutions. Ms. Zier then joined Tivity Health serving as President and Chief Operating Officer and a member of its Board of Directors, to help with the integration efforts through December 2019. Prior to | |
| DIRECTOR QUALIFICATIONS: | |
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| POSITION | | | 2022 ANNUAL FEE ($) | | | INCREASE | | ||||||
| ■ Chairman of the Audit and Finance Committee | | | | | 20,000 | | | | | | -0- | | |
| ■ Chairman of the Compensation and Talent Management Committee | | | | | 17,500 | | | | | | -0- | | |
| ■ Chairman of the Nominating and Corporate Governance Committee | | | | | 15,000 | | | | | $ | 2,500 | | |
| ■ Lead Independent Director | | | | | 30,000 | | | | | $ | 5,000 | | |
| | | THE BOARD RECOMMENDS YOU VOTE FOR THE ELECTION OF THE NOMINEES FOR DIRECTOR NAMED ABOVE. | |
| PRESTIGE CONSUMER HEALTHCARE INC. | | | 2022 PROXY STATEMENT | 19 | |
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| ■ Code of Conduct and Ethics | | | | ■ Code of Ethics for Senior Financial Employees | |
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| ■ Charters of our Audit and Finance, Compensation and Talent Management and Nominating and Corporate Governance Committees | | | | ■ Corporate Governance Guidelines | |
| ON OUR CORPORATE WEBSITE | | | | BY WRITING TO | |
| www.prestigeconsumerhealthcare.com | | | | Prestige Consumer Healthcare Inc. Attention: Corporate Secretary 660 White Plains Road Tarrytown, New York 10591 | |
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| The Board of Directors held six meetings during fiscal | | | ≥75% ATTENDANCE Each of our directors attended 75% or more of the total number of meetings of the Board of Directors and those Committees on which he or she served during the last fiscal year. | |
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| | | 2022 PROXY STATEMENT | 21 | |
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| 100% | | | As required by the NYSE, all members of the Audit and Finance, Compensation and Talent Management and Nominating and Corporate Governance Committees are independent directors. | |
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| AUDIT AND FINANCE | | | | COMPENSATION & TALENT MANAGEMENT | | | | NOMINATING & CORPORATE GOVERNANCE | | ||||
| ■ Christopher J. Coughlin ■ John E. Byom ■ Sheila A. Hopkins ■ Dawn M. Zier | | | | ■ Dawn M. Zier (Chair) ■ John E. Byom ■ Celeste A. Clark ■ Natale S. Ricciardi | | | | ■ Celeste A. Clark | ■ Christopher J. Coughlin ■ Sheila A. Hopkins ■ Natale S. Ricciardi | |
| We want to hear from you | | | Stockholders and other interested parties may send communications to the Board of Directors or any Committee thereof or any individual director by writing to the Board of Directors, such Committee or such individual director at Prestige Consumer Healthcare Inc., 660 White Plains Road, Tarrytown, New York 10591, Attention: Corporate Secretary. The Corporate Secretary will distribute all stockholder and other interested party communications to the intended recipients and/or to the entire Board of Directors, as appropriate. | |
| 22 | 2022 PROXY STATEMENT | | | PRESTIGE CONSUMER HEALTHCARE INC. | |
| Complaints and concerns about accounting, internal accounting controls or auditing or related matters pertaining to the Company may be submitted by writing to the Chairman 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.” | | | |
| AUDIT AND FINANCE COMMITTEE | | | MEETINGS IN | | |||||||||||||||||||||
| CHRISTOPHER J. COUGHLIN (CHAIR) | | | JOHN E. BYOM | | | SHEILA A. HOPKINS | | | DAWN M. ZIER | |
| PRESTIGE CONSUMER HEALTHCARE INC. | | | |
| COMPENSATION & TALENT MANAGEMENT COMMITTEE | | | MEETINGS IN | | |||||||||||||||||||||
| ZIER (CHAIR) | | | | | | | NATALE S. RICCIARDI | |
| | | PRESTIGE CONSUMER HEALTHCARE INC. | |
| NOMINATING & CORPORATE GOVERNANCE COMMITTEE | | | MEETINGS IN | | |||||||||||||||||||
| CELESTE A. CLARK (CHAIR) | | | CHRISTOPHER J. COUGHLIN | | | SHEILA A. HOPKINS | | | NATALE S. RICCIARDI | |
| PRESTIGE CONSUMER HEALTHCARE INC. | | | |
| | | | | |
| In evaluating potential candidates for Board membership, the Nominating and Corporate Governance Committee considers diversity of age, gender, race, socio-economic and cultural background and professional experience. We believe our Board’s | | | % | |
| | | | | |
| | | PRESTIGE CONSUMER HEALTHCARE INC. | |
| PRESTIGE CONSUMER HEALTHCARE INC. | | | |
| | | 2021 | | 2020 | | | | 2022 | | 2021 | | ||||||||||||||||
| Audit Fees | | | $ | 1,394,866 | | | | $ | 1,547,141 | | | Audit Fees | | | $ | 1,751,460 | | | | $ | 1,394,866 | | | ||||
| Audit Related Fees | | | | 200,000 | | | | | 150,000 | | | Audit Related Fees | | | | 35,000 | | | | | 200,000 | | | ||||
| Tax Fees | | | | 163,294 | | | | | 128,665 | | | Tax Fees | | | | 171,901 | | | | | 163,294 | | | ||||
| All Other Fees | | | | 2,926 | | | | | 2,899 | | | All Other Fees | | | | 7,207 | | | | | 2,926 | | | ||||
| Total Independent Accountant’s Fees | | | $ | 1,761,086 | | | | $ | 1,828,705 | | | Total Independent Accountant’s Fees | | | $ | 1,965,568 | | | | $ | 1,761,086 | | |
| | | PRESTIGE CONSUMER HEALTHCARE INC. | |
| | | THE BOARD RECOMMENDS THAT YOU VOTE FORTHE RATIFICATION OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR | |
| PRESTIGE CONSUMER HEALTHCARE INC. | | | |
| | | PRESTIGE CONSUMER HEALTHCARE INC. | |
| | | For all of the reasons discussed in our CD&A beginning on page | |
| PRESTIGE CONSUMER HEALTHCARE INC. | | | |
| | | | Shares Beneficially Owned | | | | | Shares Beneficially Owned | | ||||||||||||||||||
| Name of Beneficial Owner | | Number | | Percentage(1) | | Name of Beneficial Owner | | Number | | Percentage(1) | | ||||||||||||||||
| 5% or more Stockholders: | | | | | | | | | | | | 5% or more Stockholders: | | | | | | | | | | | | ||||
| BlackRock, Inc.(2) | | | | 6,260,490 | | | | | 12.5% | | | BlackRock, Inc.(2) | | | | 8,111,381 | | | | | 16.2% | | | ||||
| The Vanguard Group(3) | | | | 5,371,896 | | | | | 10.72% | | | The Vanguard Group(3) | | | | 5,499,813 | | | | | 11.0% | | | ||||
| Dimensional Fund Advisors LP(4) | | | | 3,452,942 | | | | | 6.9% | | | Dimensional Fund Advisors LP(4) | | | | 3,435,736 | | | | | 6.9% | | | | |||
| Directors and Named Executive Officers: | | | | | | | | | | | | Directors and Named Executive Officers: | | | | | | | | | | | | ||||
| Ronald M. Lombardi(5) | | | | 372,670 | | | | | * | | | Ronald M. Lombardi(5) | | | | 386,884 | | | | | * | | | ||||
| Adel Mekhail(6) | | | | 4,600 | | | | | | | | Adel Mekhail(6) | | | | 39,187 | | | | | | | | ||||
| William C. P’Pool(7) | | | | 59,495 | | | | | * | | | William C. P’Pool(7) | | | | 78,125 | | | | | * | | | ||||
| Christine Sacco(8) | | | | 104,879 | | | | | * | | | Christine Sacco(8) | | | | 137,440 | | | | | * | | | ||||
| Jeffrey Zerillo(9) | | | | 28,618 | | | | | * | | | Jeffrey Zerillo(9) | | | | 41,419 | | | | | * | | | ||||
| John E. Byom | | | | 42,700 | | | | | * | | | John E. Byom | | | | 45,508 | | | | | * | | | ||||
| Celeste A. Clark | | | | 0 | | | | | | | | Celeste A. Clark | | | | 4,444 | | | | | | | | ||||
| Christopher J. Coughlin | | | | 7,915 | | | | | * | | | Christopher J. Coughlin | | | | 10,723 | | | | | * | | | ||||
| Gary E. Costley | | | | 52,700 | | | | | * | | | Sheila A. Hopkins | | | | 21,037 | | | | | * | | | ||||
| Sheila A. Hopkins | | | | 18,229 | | | | | * | | | Natale S. Ricciardi | | | | 22,308 | | | | | * | | | ||||
| James M. Jenness | | | | 22,791 | | | | | * | | | Dawn M. Zier | | | | 7,447 | | | | | * | | | ||||
| Natale S. Ricciardi | | | | 19,500 | | | | | * | | | All directors and executive officers as a group (11 persons)(10) | | | | 794,522 | | | | | 1.6% | | | ||||
| Dawn M. Zier | | | | 4,639 | | | | | * | | | ||||||||||||||||
| All directors and executive officers as a group (13 persons)(10) | | | | 738,736 | | | | | 1.5% | | |
| | | PRESTIGE CONSUMER HEALTHCARE INC. | |
| PRESTIGE CONSUMER HEALTHCARE INC. | | | |
| Plan Category | | Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) | | Weighted- average exercise price of outstanding options, warrants and rights (b) | | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) | | Plan Category | | Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) | | Weighted- average exercise price of outstanding options, warrants and rights (b) | | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) | | ||||||||||||||||||||||||
| Equity compensation plans approved by security holders(1) | | | | 1,990,629 (2) | | | | $ | 37.92(3) | | | | | 2,842,310 (4)(5) | | | Equity compensation plans approved by security holders(1) | | | | 1,903,764(2) | | | | $ | 40.62(3) | | | | | 2,497,336(4)(5) | | | ||||||
| Equity compensation plans not approved by security holders | | | | — | | | | | — | | | | | — | | | Equity compensation plans not approved by security holders | | | | — | | | | | — | | | | | — | | | ||||||
| Total | | | | 1,990,629 | | | | $ | 37.92 | | | | | 2,842,310 | | | Total | | | | 1,903,764 | | | | $ | 40.62 | | | | | 2,497,336 | | |
| | | PRESTIGE CONSUMER HEALTHCARE INC. | |
| | | | | | | | | | |||||
| RONALD M. LOMBARDI | | | CHRISTINE SACCO | | | ADEL MEKHAIL | | | WILLIAM C. P’POOL | | | JEFFREY ZERILLO | |
| President and Chief Executive Officer | | | Chief Financial Officer | | | Executive Vice President, Sales and Marketing | | | Senior Vice President, General Counsel and Corporate Secretary | | | Senior Vice President, Operations | |
| Record Revenues | | | Key Acquisition | | | Record EPS | | | Record Free Cash Flow | |
| RECORD REVENUES OF $1,086.8 MILLION FOR FISCAL 2022, UP 15.2% VS 2021 DESPITE VOLITILE MACROECONOMIC ENVIRONMENT | | | ACQUISITION OF AKORN CONSUMER HEALTH, ADDING THE THERATEARS BRAND TO THE EYE & EAR CARE PLATFORM | | | ADJUSTED EPS OF $4.06, A RECORD, UP 25.3% VS 2021 | | | ADJUSTED FREE CASH FLOW OF $253.7 MILLION, A COMPANY RECORD | |
| PRESTIGE CONSUMER HEALTHCARE INC. | | | 2022 PROXY STATEMENT | 35 | |
| | | | | |
| We believe our programs closely link pay and performance based upon the rigorous goals we set in our incentive programs and the fact that our entire long-term incentive award is delivered in equity, which aligns our management team with our We also set aggressive goals for our performance | | | 75% OF CEO’S LONG-TERM INCENTIVES IS PERFORMANCE-BASED | |
| | | | | |
| * Target equity value reflects, for all awards, the grant date fair value. Realized/realizable value reflects, in the case of: ■ restricted stock units, the value per unvested unit based on the closing price of our common stock on March ■ stock options, the in-the-money value as of March 31, ■ performance stock units, the value per unvested unit based on the closing price of our common stock on March 31, | |
| | | | GOALS OF OUR COMPENSATION PROGRAM | | |||||||||
| Components of Our Compensation Program | | | Attract, Retain & Motivate | | | Support Company Objectives | | | Reinforce Strategy | | | Maintain Good Governance | |
| Base Salary | | | | | | | | | | | | ||
| Annual Cash Incentive Awards | | | | | | | | | | ||||
| Long-term Equity Awards | | | | | | | | | |
| 36 | 2022 PROXY STATEMENT | | | PRESTIGE CONSUMER HEALTHCARE INC. | |
| BRIEF SUMMARY OF COMPENSATION PROGRAM | |
| Goals of the program: | |
| ■ To attract, retain and motivate talented management taking competitors’ compensation practices into ■ Reinforce our | | | ■ To support achievement of our Company-wide objectives and increase stockholder ■ Maintain practices that support good | |
| Annual Cash Incentive Awards: | |
| Long-Term Incentive Awards | |
| |
| | | 2022 PROXY STATEMENT | 37 | |
| COMPENSATION GOVERNANCE HIGHLIGHTS | |
| The Compensation and Talent Management Committee is composed solely of independent directors. The Compensation and Talent Management Committee’s independent compensation consultant, CAP, is retained directly by the Compensation and Talent Management Committee and performs no other consulting or other services for us. The change in control definition contained in our 2020 LTIP is not a “liberal” definition that would be activated on mere stockholder approval of a transaction. We prohibit hedging and limit pledging by the Company’s directors, executive officers and employees. We maintain a compensation clawback policy, as described later in this CD&A. We maintain robust stock ownership guidelines, which are described in detail below. | | | Our executive severance plan does not contain a Section 280G excise tax “gross-up” provision. The Compensation and Talent Management Committee conducts an annual review of our compensation-related risk profile to ensure that compensation-related risks are not reasonably likely to have a material adverse effect on the Company. The Compensation and Talent Management Committee regularly reviews succession and talent management. Equity awards that are assumed in a change-in-control event have a “double trigger” change in control vesting provision. Our 2020 LTIP prohibits the repricing of stock options without stockholder approval. Our 2020 LTIP prohibits the granting of stock options with an exercise price below fair market value. We do not provide excessive perquisites. | |
| | | |
| | | | | |
| approval | | | Yes. At the | |
| | | | | |
| PRESTIGE CONSUMER HEALTHCARE INC. | | | 2022 PROXY STATEMENT | 39 | |
| ■ motivate our business leaders to deliver a high degree of business performance and ensure that their interests are closely aligned with those of our stockholders; | | | | ■ attract and retain highly qualified senior leaders who can drive a successful global enterprise in today’s competitive marketplace and represent the diversity of our employees and the customers we serve; | | | | ■ establish executive compensation that is competitive with the compensation offered by | |
| | | ||||||||
| ■ focus management on both the Company’s short-term and long-term strategy, performance and success; | | | | ■ maintain practices that support good governance; and | | | | ■ structure programs that mitigate any incentives to take excessive risks. | |
| | | |
| ■ the executive’s level of responsibility and function within the Company; | | | | ■ the overall performance and profitability of the Company; | | | | ■ the executive’s performance within the Company; | |
| ■ executive compensation offered to | | | | ■ good governance practices. | |
| Long-Term Incentive (LTI) Vehicle | | | % of Target LTI Value: NEOs other than CEO | | | % of Target LTI Value: CEO | | ||||||
| Performance Stock Units | | | | | 33% | | | | | | 75% | | |
| Stock Options | | | | | 33% | | | | | | 0% | | |
| Service-based Restricted Stock Units | | | | | 33% | | | | | | 25% | | |
| | | 2022 PROXY STATEMENT | 41 | |
| The charts below show the percentage of pay tied to financial or stock performance of | |
| | | | | |
| CEO | | | AVERAGE OTHER NEOS | |
| |
| | | |
| |||||
| |||||
| ■ B&G Foods Holdings Corp. | | | ■ Calavo Growers Inc. | |
| ■ Church & Dwight Co. | | | ■ Edgewell Personal Care Company | |
| ■ Energizer Holdings, Inc. | | | ■ Hain Celestial Group, Inc. | |
| ■ | | | ■ Jazz Pharmaceuticals plc | |
| ■ | | | ■ | |
| ■ | | | ■ Tupperware Brands Corp | |
| ■ | | | ■ Vista Outdoor Inc. | |
| | | 2022 PROXY STATEMENT | 43 | |
| Name | | 2020 Salary | | 2021 Salary (% Increase effective) October 1, 2020 | | 2022 Salary (% Increase effective) April 1, 2021 | | Name | | 2022 Salary | | 2023 Salary (% Increase effective) April 1, 2022 | | ||||||||||||||||||||
| Mr. Lombardi | | | $ | 875,000 | | | | $ | 900,000(2.9) | | | | $ | 935,000(3.9) | | | Mr. Lombardi | | | $ | 935,000 | | | | $ | 1,000,000(7.0) | | | |||||
| Ms. Sacco | | | $ | 522,675 | | | | $ | 540,000(3.3) | | | | $ | 575,000(6.5) | | | Ms. Sacco | | | $ | 575,000 | | | | $ | 605,000(5.2) | | | |||||
| Mr. Mekhail | | | $ | 440,000 | | | | $ | 452,000(2.7) | | | | $ | 470,000(4.0) | | | Mr. Mekhail | | | $ | 470,000 | | | | $ | 500,000(6.4) | | | |||||
| Mr. P’Pool | | | $ | 457,750 | | | | $ | 470,000(2.7) | | | | $ | 483,000(2.8) | | | Mr. P’Pool | | | $ | 483,000 | | | | $ | 514,000(6.4) | | | |||||
| Mr. Zerillo | | | $ | 316,725 | | | | $ | 325,500(2.8) | | | | $ | 335,000(2.8) | | | Mr. Zerillo | | | $ | 335,000 | | | | $ | 350,000(4.5) | | |
| | | |
| Metric | | | Weighting | | | Definition | | | Rationale for Selection | |
| AIP net sales | | | | | Total | | | Drive consistent top-line | | |
| AIP Adjusted EBITDA | | | | | Net income plus depreciation and amortization, interest expense, integration, transition, purchase accounting, legal and various other costs associated with acquisitions and divestitures, tradename impairment and certain tax | | | Drive stockholder value creation in terms of growth of earnings per share and free cash flow. | |
| | | | | | | | | Performance Level/ Payout (mil) | | | | | | | | | | Performance Level/ Payout (mil) | | ||||||||||||||||||||||||||||||||
| Weighting | | Metric | | Threshold (50%) | | Target (100%) | | Maximum (200%) | | Metric | | Weighting | | Threshold (50%) | | Target (100%) | | Maximum (200%) | | ||||||||||||||||||||||||||||||||
| AIP net sales | | | | 50% | | | | $ | 836.1 | | | | $ | 929.0 | | | | $ | 1,021.9 | | | AIP net sales | | | | 50% | | | | $ | 902.7 | | | | $ | 1,003.0 | | | | $ | 1,103.3 | | | ||||||||
| AIP Adjusted EBITDA | | | | 50% | | | | $ | 296.6 | | | | $ | 329.5 | | | | $ | 362.5 | | | AIP Adjusted EBITDA | | | | 50% | | | | $ | 312.2 | | | | $ | 346.9 | | | | $ | 381.6 | | |
| PRESTIGE CONSUMER HEALTHCARE INC. | | | 2022 PROXY STATEMENT | 45 | |
| | | |
| Name | | Target Bonus | | Company Performance Payout (110.5% of Target Bonus) | | Individual Performance Adjustment | | Total Payout | | Name | | Target Bonus | | Company Performance Payout (172% of Target Bonus) | | Individual Performance Adjustment | | Total Payout | | ||||||||||||||||||||||||||||||||
| Mr. Lombardi | | | $ | 900,000 | | | | $ | 994,500 | | | | $ | 90,500 | | | | $ | 1,085,000 | | | Mr. Lombardi | | | $ | 935,000 | | | | $ | 1,608,200 | | | | $ | 141,800 | | | | $ | 1,750,000 | | | ||||||||
| Ms. Sacco | | | $ | 324,000 | | | | $ | 358,020 | | | | $ | 71,604 | | | | $ | 429,624 | | | Ms. Sacco | | | $ | 345,000 | | | | $ | 593,400 | | | | $ | 89,010 | | | | $ | 682,410 | | | ||||||||
| Mr. Mekhail | | | $ | 226,000 | | | | $ | 249,730 | | | | $ | 49,946 | | | | $ | 299,676 | | | Mr. Mekhail | | | $ | 235,000 | | | | $ | 404,200 | | | | $ | 80,840 | | | | $ | 485,040 | | | ||||||||
| Mr. P’Pool | | | $ | 235,000 | | | | $ | 259,675 | | | | | 0 | | | | $ | 259,675 | | | Mr. P’Pool | | | $ | 241,500 | | | | $ | 415,380 | | | | $ | 41,538 | | | | $ | 456,918 | | | ||||||||
| Mr. Zerillo | | | $ | 130,200 | | | | $ | 143,871 | | | | | 0 | | | | $ | 143,871 | | | Mr. Zerillo | | | $ | 134,000 | | | | $ | 230,480 | | | | $ | 0 | | | | $ | 230,480 | | |
| ■ the use of a multi-year vesting schedule for equity awards encourages executive retention and emphasizes the attainment of long-term performance goals; | | | | ■ paying a significant portion of executive compensation with long-term incentive-based compensation motivates and incentivizes the executive officers to meet the long-term performance goals set by the Compensation and Talent Management Committee; and | | | | ■ the executive officers will hold significant amounts of equity in the Company as required by the Company’s Stock Ownership Guidelines and will be motivated to increase stockholder value over the long-term. | |
| Name | | 2021 Targeted Award Value | | % Increase from 2020 | | Name | | 2022 Targeted Award Value | | % Increase from 2021 | | ||||||||||||||||
| Mr. Lombardi | | | $ | 3,075,000 | | | | | 0 | | | Mr. Lombardi | | | $ | 3,300,000 | | | | | 7.3 | | | ||||
| Ms. Sacco | | | $ | 785,000 | | | | | 0 | | | Ms. Sacco | | | $ | 950,000 | | | | | 21.0 | | | ||||
| Mr. Mekhail | | | $ | 440,000 | | | | | 0 | | | Mr. Mekhail | | | $ | 475,000 | | | | | 8.0 | | | ||||
| Mr. P’Pool | | | $ | 470,000 | | | | | 0 | | | Mr. P’Pool | | | $ | 498,000 | | | | | 6.0 | | | ||||
| Mr. Zerillo | | | $ | 320,000 | | | | | 0 | | | Mr. Zerillo | | | $ | 338,000 | | | | | 5.6 | | |
| PRESTIGE CONSUMER HEALTHCARE INC. | | | 2022 PROXY STATEMENT | 47 | |
| Performance Stock Units | | | ■ Vest at the end of three years if company achieves pre-established goals relative to cumulative adjusted EBITDA and cumulative Net Sales (each weighted 50%). ■ Participants can earn up to 200% of the target number of shares with exceptional ■ If performance is below target, but above threshold, participants can earn 50% of their ■ If performance is below threshold, participants earn 0% of their | |
| Stock Options | | | Vest ratably over three years based on | |
| Restricted Stock Units | | | Vest ratably over three years based on | |
| Metric | | | Weighting | | | Definition | | | Rationale for Selection | |
| Cumulative Net Sales | | | 50% | | | The Company’s cumulative annual “Net Sales,” as reported in the Company’s audited financial statements for the 3-year performance period, adjusted to exclude divestitures, acquisitions, changes in accounting policy and other adjustments deemed appropriate by the Committee. | | | Drive consistent top-line growth over time | |
| Cumulative EBITDA | | | 50% | | | Company’s cumulative reported net earnings (loss) excluding earnings (loss) from discontinued operations, net of the provision (benefit) for income taxes, | | | Drive stockholder value creation in terms of growth of earnings per share and free cash flow. | |
| 48 | 2022 PROXY STATEMENT | | | PRESTIGE CONSUMER HEALTHCARE INC. | |
| | | Adjusted Results | | Target | | | | Adjusted Results | | Target | | ||||||||||||||||
| 3-Year Cumulative Sales | | | $ | 2,948.4 | | | | $ | 3,043.1 | | | 3-Year Cumulative Sales | | | $ | 3,017.3 | | | | $ | 2,894.0 | | | ||||
| 3-Year Cumulative EBITDA | | | $ | 1,026.8 | | | | $ | 1,089.6 | | | 3-Year Cumulative EBITDA | | | $ | 1,042.2 | | | | $ | 999.0 | | |
| | | 2022 PROXY STATEMENT | 49 | |
| 50 | 2022 PROXY STATEMENT | | | PRESTIGE CONSUMER HEALTHCARE INC. | |
| PRESTIGE CONSUMER HEALTHCARE INC. | | | 2022 PROXY STATEMENT | 51 | |
| 52 | 2022 PROXY STATEMENT | | | PRESTIGE CONSUMER HEALTHCARE INC. | |
| Ronald M. Lombardi Chairman of the Board, President and Chief Executive Officer Age: | | | CAREER HIGHLIGHTS: Ronald M. Lombardi was elected Chairman of the Board in May 2017 and has served as a director and as President and Chief Executive Officer of the Company since June 2015. He served as Chief Financial Officer of the Company from December 2010 until November 2015. Prior to joining the Company, from October 2010 to December 2010, Mr. Lombardi was employed by Medtech Group Holdings, a components and contract medical device manufacturer, as Chief Financial Officer. From October 2009 to October 2010, Mr. Lombardi served as the Chief Financial Officer of Waterbury International Holdings, a specialty chemical and pest control business. Mr. Lombardi was employed by Cannondale Sports Group, a sporting goods and apparel manufacturing company, as Chief Operating Officer from August 2008 to October 2009 and as Senior Vice President and Chief Financial Officer from March 2004 to August 2008. From 2000 to 2004, Mr. Lombardi served in various roles at Gerber Scientific Inc., including Vice President and Chief Financial Officer of Gerber Scientific Inc.’s Gerber Coburn Optical Division and Director of Financial Planning and Analysis of Gerber Scientific Inc. Mr. Lombardi was also previously employed by Emerson Electric, Scovill Fasteners, Inc. and Go/Dan Industries. Mr. Lombardi currently serves as Chair of the Audit Committee on the board of ACCO Brands Corporation. Mr. Lombardi received a B.S. from Springfield College and an M.B.A. from American International College and has been a licensed CPA. | |
| Christine Sacco Chief Financial Officer Age: 47 | | | CAREER HIGHLIGHTS: Christine Sacco was appointed to the position of Chief Financial Officer for the Company in September 2016. Ms. Sacco joined the Company from Boulder Brands, Inc., a health and wellness food manufacturer, where she served as the Chief Financial Officer and Treasurer from January 2012 to January 2016 and Vice President and Controller from January 2008 to January 2012, including Principal Accounting Officer from January 2011 to March 2012. From October 2002 until January 2008, she held positions of increasing financial responsibility with Alpharma, Inc., a global specialty pharma company, where she last held the position of Vice President, Treasurer. Ms. Sacco began her career with Ernst & Young and worked for five years in the Audit and Assurance group. She holds a B.S. in accounting from St. Thomas Aquinas College and | |
| | | | | |
| | | 2022 PROXY STATEMENT | 53 | |
| William C. P’Pool Senior Vice President, General Counsel and Corporate Secretary Age: | | | CAREER HIGHLIGHTS: William C. P’Pool was appointed to the position of Senior Vice President, General Counsel and Corporate Secretary for the Company in November 2016. From June 2004 to April 2015, Mr. P’Pool served as Senior Vice President, General Counsel and Corporate Secretary at Mead Johnson Nutrition Company, a nutritional products company. From May 2001 to June 2004, Mr. P’Pool served as a Senior Counsel and Director of Legal Services at Yum! Brands, Inc. From 1991 to 2001, he served in legal roles of increasing responsibility at GrafTech International and Service Merchandise Company, among others. He earned a B.S. in business from Murray State University and a J.D. from the University of Kentucky. | |
| Adel Mekhail Executive Vice President, Marketing & Sales Age: | | | CAREER HIGHLIGHTS: Adel Mekhail was appointed to the position of Executive Vice President of Marketing & Sales for the Company in May 2019. From April 2017 to July 2018, Mr. Mekhail served as Vice President, Americas at Edgewell Personal Care Company, a personal care products | |
| Jeffrey Zerillo Age: | | | CAREER HIGHLIGHTS: Jeffrey Zerillo was appointed to the position of Senior Vice President, Operations for the Company in April 2018. Mr. Zerillo joined the Company from Teva Pharmaceuticals, a pharmaceutical company, where he served as Vice President, Supply Chain Management for the America’s Region from 2016 to 2018. He brings experience managing complex supply chains in pharmaceuticals, biologics and medical devices from companies including Actavis/Allergan, a pharmaceutical company, from 2014 to 2016, Purdue Pharma from 1995 to 2013, Tura L.P. from 1994 to 1995 and Instrumentation Laboratories from 1988 to 1994. He earned a B.S. in Business Management- Production Operations from York College of Pennsylvania and an Executive Certificate from Sloan School of Business. | |
| | | |
| Name and Principal Position | | Fiscal Year | | Salary ($) | | Bonus ($) | | Stock Awards ($)(5) | | Option Awards ($)(6) | | Non-Equity Incentive Plan Compensation ($)(7) | | All Other Compensation ($) | | Total ($) | | Name and Principal Position | | Fiscal Year | | Salary ($) | | Bonus ($) | | Stock Awards ($)(2) | | Option Awards ($)(3) | | Non-Equity Incentive Plan Compensation ($)(4) | | All Other Compensation ($) | | Total ($) | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Ronald M. Lombardi Chairman, President, and Chief Executive Officer | | | | | 2021 | | | | | 887,739 | | | | | | | | | | 3,127,475 | | | | | 0 | | | | | 1,085,000 | | | | | 47,819(8) | | | | | 5,148,033 | | | Ronald M. Lombardi Chairman, President, and Chief Executive Officer | | | | | 2022 | | | | | 937,321 | | | | | | | 3,299,970 | | | | | 0 | | | | | 1,750,000 | | | | | 44,226(5) | | | | | 6,031,517 | | | ||||||||||||||
| | | 2020 | | | | | 875,000 | | | | | | | | | | 3,075,000 | | | | | 0 | | | | | 1,055,000 | | | | | 46,679(8) | | | | | 5,051,679 | | | | | | 2021 | | | | | 887,739 | | | | | | | 3,127,475 | | | | | 0 | | | | | 1,085,000 | | | | | 47,819(5) | | | | | 5,148,033 | | | |||||||||||||||||||
| | | 2019 | | | | | 850,000 | | | | | | | | | | 2,660,002 | | | | | 0 | | | | | 722,925 | | | | | 41,620(8) | | | | | 4,274,547 | | | | | | 2020 | | | | | 875,000 | | | | | | | 3,075,000 | | | | | 0 | | | | | 1,055,000 | | | | | 46,679(5) | | | | | 5,051,679 | | | |||||||||||||||||||
| Christine Sacco Chief Financial Officer | | | | | 2021 | | | | | 530,704 | | | | | | | | | | 529,294 | | | | | 261,670 | | | | | 429,624 | | | | | 13,020(9) | | | | | 1,764,312 | | | Christine Sacco Chief Financial Officer | | | | | 2022 | | | | | 565,809 | | | | | | | 633,298 | | | | | 316,669 | | | | | 682,410 | | | | | 13,219(6) | | | | | 2,211,405 | | | ||||||||||||||
| | | 2020 | | | | | 522,675 | | | | | | | | | | 523,309 | | | | | 261,671 | | | | | 394,000 | | | | | 13,820(9) | | | | | 1,715,475 | | | | | | 2021 | | | | | 530,704 | | | | | | | 529,294 | | | | | 261,670 | | | | | 429,624 | | | | | 13,020(6) | | | | | 1,764,312 | | | |||||||||||||||||||
| | | 2019 | | | | | 505,000 | | | | | | | | | | 506,653 | | | | | 253,333 | | | | | 269,973 | | | | | 8,645(9) | | | | | 1,543,604 | | | | | | 2020 | | | | | 522,675 | | | | | | | 523,309 | | | | | 261,671 | | | | | 394,000 | | | | | 13,820(6) | | | | | 1,715,475 | | | |||||||||||||||||||
| Adel Mekhail(1) Executive Vice President, Sales and Marketing | | | | | 2021 | | | | | 447,315 | | | | | | | | | | 296,712 | | | | | 146,672 | | | | | 299,676 | | | | | 12,960(9) | | | | | 1,203,335 | | | Adel Mekhail Executive Vice President, Sales and Marketing | | | | | 2022 | | | | | 473,308 | | | | | | | 316,694 | | | | | 158,335 | | | | | 485,040 | | | | | 13,117(6) | | | | | 1,446,494 | | | ||||||||||||||
| | | 2020 | | | | | 390,076 | | | | | | | | | | 219,994 | | | | | 219,994 | | | | | 225,000(2) | | | | | 13,200(9) | | | | | 1,068,264 | | | | | | 2021 | | | | | 447,315 | | | | | | | 296,712 | | | | | 146,672 | | | | | 299,676 | | | | | 12,960(6) | | | | | 1,203,335 | | | |||||||||||||||||||
| William C. P’Pool Senior Vice President, General Counsel and Corporate Secretary | | | | | 2021 | | | | | 464,985 | | | | | | | | | | 316,888 | | | | | 156,668 | | | | | 259,675 | | | | | 12,962(9) | | | | | 1,211,178 | | | | | | 2020 | | | | | 390,076 | | | | | | | 219,994 | | | | | 219,994 | | | | | 225,000(1) | | | | | 13,200(6) | | | | | 1,068,264 | | | ||||||||||||||||
| | | 2020 | | | | | 457,750 | | | | | | | | | | 313,362 | | | | | 156,668 | | | | | 265,000 | | | | | 12,960(9) | | | | | 1,205,740 | | | William C. P’Pool Senior Vice President, General Counsel and Corporate Secretary | | | | | 2022 | | | | | 485,226 | | | | | | | 332,032 | | | | | 166,002 | | | | | 456,918 | | | | | 13,196(6) | | | | | 1,453,374 | | | |||||||||||||||||
| | | 2019 | | | | | 425,000 | | | | | | | | | | 283,346 | | | | | 141,670 | | | | | 189,338 | | | | | 12,540(9) | | | | | 1,051,894 | | | | | | 2021 | | | | | 464,985 | | | | | | | 316,888 | | | | | 156,668 | | | | | 259,675 | | | | | 12,962(6) | | | | | 1,211,178 | | | |||||||||||||||||||
| Jeffrey Zerillo Senior Vice President, Operations | | | | | 2021 | | | | | 321,969 | | | | | | | | | | 215,762 | | | | | 106,668 | | | | | 143,871 | | | | | 10,129(9) | | | | | 798,399 | | | | | | 2020 | | | | | 457,750 | | | | | | | 313,362 | | | | | 156,668 | | | | | 265,000 | | | | | 12,960(6) | | | | | 1,205,740 | | | ||||||||||||||||
| | | 2020 | | | | | 316,725 | | | | | | | | | | 213,325 | | | | | 106,668 | | | | | 153,000 | | | | | 10,689(9) | | | | | 800,407 | | | Jeffrey Zerillo Senior Vice President, Operations | | | | | 2022 | | | | | 337,248 | | | | | | | 225,374 | | | | | 112,661 | | | | | 230,480 | | | | | 13,156(6) | | | | | 918,885 | | | |||||||||||||||||
| | | 2019 | | | | | 296,125 | | | | | 100,000(3) | | | | | 382,744(4) | | | | | 102,997 | | | | | 110,128 | | | | | 13,249(9) | | | | | 1,005,243 | | | | | | 2021 | | | | | 321,969 | | | | | | | 215,762 | | | | | 106,668 | | | | | 143,871 | | | | | 10,129(6) | | | | | 798,399 | | | |||||||||||||||||||
| | | | 2020 | | | | | 316,725 | | | | | | | 213,325 | | | | | 106,668 | | | | | 153,000 | | | | | 10,689(6) | | | | | 800,407 | | |
| | | 2022 PROXY STATEMENT | 55 | |
| | | | | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares or Stock of Units (#)(3) | | All Other Option Awards: Number of Securities Underlying Options (#)(4) | | Exercise or Base Price of Option Awards ($/Sh) | | Grant Date Fair Value of Stock and Option Awards ($)(5) | | | | | | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares or Stock of Units (#)(3) | | All Other Option Awards: Number of Securities Underlying Options (#)(4) | | Exercise or Base Price of Option Awards ($/Sh) | | Grant Date Fair Value of Stock and Option Awards ($)(5) | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Name | | Grant Date | | Threshold ($) | | Target ($) | | Maximum ($) | | Threshold (#) | | Target (#) | | Maximum (#) | | Name | | Grant Date | | Threshold ($) | | Target ($) | | Maximum ($) | | Threshold (#) | | Target (#) | | Maximum (#) | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Mr. Lombardi | | | | | | | | | | 467,500 | | | | �� | 935,000 | | | | | 1,870,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Mr. Lombardi | | | | | | | | | | 467,500 | | | | | 935,000 | | | | | 1,870,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||||||||
| | | 5/4/2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 19,228 | | | | | | | | | | | | | | | 768,735 | | | | | | 5/3/2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 18,610 | | | | | | | | | | | | | | | 824,981 | | | |||||||||||||||||||||||||
| | | 5/4/2020 | | | | | | | | | | | | | | | | | | | | 28,843 | | | | | 57,685 | | | | | 115,370 | | | | | | | | | | | | | | | | | | | | 2,358,740 | | | | | | 5/3/2021 | | | | | | | | | | | | | | | | | | | | 27,916 | | | | | 55,831 | | | | | 111,662 | | | | | | | | | | | | | | | | | | | | 2,474,988 | | | |||||||||||||||||||||||||
| Ms. Sacco | | | | | | | | | | 172,500 | | | | | 345,000 | | | | | 690,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Ms. Sacco | | | | | | | | | | 172,500 | | | | | 345,000 | | | | | 690,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||||||||
| | | 5/4/2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 20,604 | | | | | 39.98 | | | | | 261,670 | | | | | | 5/3/2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 21,930 | | | | | 44.33 | | | | | 316,669 | | | |||||||||||||||||||||||||
| | | 5/4/2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 6,545 | | | | | | | | | | | | | | | 261,669 | | | | | | 5/3/2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 7,143 | | | | | | | | | | | | | | | 316,649 | | | |||||||||||||||||||||||||
| | | 5/4/2020 | | | | | | | | | | | | | | | | | | | | 3,273 | | | | | 6,545 | | | | | 13,090 | | | | | | | | | | | | | | | | | | | | 267,625 | | | | | | 5/3/2021 | | | | | | | | | | | | | | | | | | | | 3,572 | | | | | 7,143 | | | | | 14,286 | | | | | | | | | | | | | | | | | | | | 316,649 | | | |||||||||||||||||||||||||
| Mr. Mekhail | | | | | | | | | | 117,500 | | | | | 235,000 | | | | | 470,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Mr. Mekhail | | | | | | | | | | 117,500 | | | | | 235,000 | | | | | 470,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||||||||||||
| | | 5/4/2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 11,549 | | | | | 39.98 | | | | | 146,672 | | | | | | 5/3/2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 10,965 | | | | | 44.33 | | | | | 158,335 | | | |||||||||||||||||||||||||
| | | 5/4/2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,669 | | | | �� | | | | | | | | | | | 146,687 | | | | | | 5/3/2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,572 | | | | | | | | | | | | | | | 158,347 | | | |||||||||||||||||||||||||
| | | 5/4/2020 | | | | | | | | | | | | | | | | | | | | 1,835 | | | | | 3,669 | | | | | 7,338 | | | | | | | | | | | | | | | | | | | | 150,025 | | | | | | 5/3/2021 | | | | | | | | | | | | | | | | | | | | 1,786 | | | | | 3,572 | | | | | 7,144 | | | | | | | | | | | | | | | | | | | | 158,347 | | | |||||||||||||||||||||||||
| Mr. P’Pool | | | | | | | | | | 120,750 | | | | | 241,500 | | | | | 483,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Mr. P’Pool | | | | | | | | | | 120,750 | | | | | 241,500 | | | | | 483,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||||||||
| | | 5/4/2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 12,336 | | | | | 39.98 | | | | | 156,668 | | | | | | 5/3/2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 11,496 | | | | | 44.33 | | | | | 166,002 | | | |||||||||||||||||||||||||
| | | 5/4/2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,919 | | | | | | | | | | | | | | | 156,681 | | | | | | 5/3/2021 | | | | | | | | | | | | | ��� | | | | | | | | | | | | | | | | | | | | | | 3,745 | | | | | | | | | | | | | | | 166,016 | | | |||||||||||||||||||||||||
| | | 5/4/2020 | | | | | | | | | | | | | | | | | | | | 1,959 | | | | | 3,918 | | | | | 7,836 | | | | | | | | | | | | | | | | | | | | 160,207 | | | | | | 5/3/2021 | | | | | | | | | | | | | | | | | | | | 1,873 | | | | | 3,745 | | | | | 7,490 | | | | | | | | | | | | | | | | | | | | 166,016 | | | |||||||||||||||||||||||||
| Mr. Zerillo | | | | | | | | | | 67,000 | | | | | 134,000 | | | | | 268,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Mr. Zerillo | | | | | | | | | | 67,000 | | | | | 134,000 | | | | | 268,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||||||||
| | | 5/4/2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 8,399 | | | | | 39.98 | | | | | 106,668 | | | | | | 5/3/2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 7,802 | | | | | 44.33 | | | | | 112,661 | | | |||||||||||||||||||||||||
| | | 5/4/2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,668 | | | | | | | | | | | | | | | 106,667 | | | | | | 5/3/2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,542 | | | | | | | | | | | | | | | 112,687 | | | |||||||||||||||||||||||||
| | | 5/4/2020 | | | | | | | | | | | | | | | | | | | | 1,334 | | | | | 2,668 | | | | | 5,336 | | | | | | | | | | | | | | | | | | | | 109,095 | | | | | | 5/3/2021 | | | | | | | | | | | | | | | | | | | | 1,271 | | | | | 2,542 | | | | | 5,084 | | | | | | | | | | | | | | | | | | | | 112,687 | | |
| | | |
| | | Option Awards | | Stock Awards | | | | Option Awards | | Stock Awards | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Name | | Number of Securities Underlying Unexercised Options (#) Exercisable | | Number of Securities Underlying Unexercised Options (#) Unexercisable | | Option Exercise Price ($) | | Option Expiration Date | | Number of Shares or Units of Stock That Have Not Vested (#) | | Market Value of Shares or Units of Stock That Have Not Vested (1)($) | | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (1)($) | | Name | | Number of Securities Underlying Unexercised Options (#) Exercisable | | Number of Securities Underlying Unexercised Options (#) Unexercisable | | Option Exercise Price ($) | | Option Expiration Date | | Number of Shares or Units of Stock That Have Not Vested (#) | | Market Value of Shares or Units of Stock That Have Not Vested (1)($) | | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (1)($) | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Mr. Lombardi | | | | | | | | | | | | | | | | | | | | | | | | | 19,228(16) | | | | | 847,570 | | | | | 57,685(19) | | | | | 2,542,755 | | | Mr. Lombardi | | | | ��� | | | | | | | | | | | | | | | | | | | | | 18,610(16) | | | | | 985,213 | | | | | 111,662(19) | | | | | 5,911,386 | | | ||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | 16,770(14) | | | | | 739,222 | | | | | 75,466(18) | | | | | 3,326,541 | | | | | | | | | | | | | | | | | | | | | | | | | | 12,819(15) | | | | | 678,638 | | | | | 115,370(18) | | | | | 6,107,688 | | | |||||||||||||||||||
| | | 39,387(7) | | | | | 0(7) | | | | | 56.11 | | | | | 5/8/2027 | | | | | 7,525(13) | | | | | 331,702 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 8,385(13) | | | | | 443,902 | | | | | | | | | | | | | |||||||||||||||||||
| | | 53,725(8) | | | | | 0(8) | | | | | 57.18 | | | | | 5/9/2026 | | | | | 52,821(17) | | | | | 2,328,350 | | | | | | | | | | | | | | | | 39,387(6) | | | | | 0(6) | | | | | 56.11 | | | | | 5/8/2027 | | | | | 107,916(17) | | | | | 5,713,073 | | | | | | | | | | | | | |||||||||||||||||||
| | | 32,800(2) | | | | | 0(2) | | | | | 33.50 | | | | | 5/12/2024 | | | | | | | | | | | | | | | | | | | | | | | | | | 53,725(7) | | | | | 0(7) | | | | | 57.18 | | | | | 5/9/2026 | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||||||||
| | | 38,793(3) | | | | | 0(3) | | | | | 29.94 | | | | | 5/14/2023 | | | | | | | | | | | | | | | | | | | | | | | | | | 32,800(2) | | | | | 0(2) | | | | | 33.50 | | | | | 5/12/2024 | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||||||||
| | | 52,367(4) | | | | | 0(4) | | | | | 13.24 | | | | | 5/9/2022 | | | | | | | | | | | | | | | | | | | | | | | | | | 38,793(3) | | | | | 0(3) | | | | | 29.94 | | | | | 5/14/2023 | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||||||||
| Ms. Sacco | | | | | 0(12) | | | | | 20,604(12) | | | | | 39.98 | | | | | 5/4/2030 | | | | | 6,545(16) | | | | | 288,504 | | | | | 6,545(19) | | | | | 288,503 | | | Ms. Sacco | | | | | 0(12) | | | | | 21,930(12) | | | | | 44.33 | | | | | 5/3/2031 | | | | | 7,143(16) | | | | | 378,150 | | | | | | | | | | | | | ||||||||||||||
| | | 8,229(10) | | | | | 16,457(10) | | | | | 30.56 | | | | | 5/6/2029 | | | | | 5,708(14) | | | | | 251,609 | | | | | 8,562(18) | | | | | 377,413 | | | | | | 6,868(11) | | | | | 13,736(11) | | | | | 39.98 | | | | | 5/4/2030 | | | | | 4,363(15) | | | | | 231,030 | | | | | 14,286(19) | | | | | 756,301 | | | |||||||||||||||||||
| | | 16,525(9) | | | | | 8,263(9) | | | | | 29.46 | | | | | 5/7/2028 | | | | | 2,867(13) | | | | | 126,377 | | | | | | | | | | | | | | | | 16,458(9) | | | | | 8,228(9) | | | | | 30.56 | | | | | 5/6/2029 | | | | | 2,854(13) | | | | | 151,091 | | | | | 13,090(18) | | | | | 692,985 | | | |||||||||||||||||||
| | | 11,283(7) | | | | | 0(7) | | | | | 56.11 | | | | | 5/8/2027 | | | | | 6,708(17) | | | | | 295,689 | | | | | | | | | | | | | | | | 24,788(8) | | | | | 0(8) | | | | | 29.46 | | | | | 5/7/2028 | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||||||||
| | | 25,746(5) | | | | | 0(5) | | | | | 47.39 | | | | | 9/12/2026 | | | | | | | | | | | | | | | | | | | | | | | | | | 11,283(6) | | | | | 0(6) | | | | | 56.11 | | | | | 5/8/2027 | | | | | 12,243(17) | | | | | 648,145 | | | | | | | | | | | | | |||||||||||||||||||
| Mr. Mekhail | | | | | 0(12) | | | | | 11,549(12) | | | | | 39.98 | | | | | 5/4/2030 | | | | | 3,669(16) | | | | | 161,730 | | | | | 3,669(19) | | | | | 161,730 | | | | | | 25,746(4) | | | | | 0(4) | | | | | 47.39 | | | | | 9/12/2026 | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||||
| | | 0(11) | | | | | 21,194(11) | | | | | 30.19 | | | | | 5/13/2029 | | | | | 7,287(15) | | | | | 321,210 | | | | | | | | | | | | | Mr. Mekhail | | | | | 0(12) | | | | | 10,965(12) | | | | | 44.33 | | | | | 5/3/2031 | | | | | 3,572(16) | | | | | 189,102 | | | | | | | | | | | | | |||||||||||||||||
| Mr. P’Pool | | | | | 0(12) | | | | | 12,336(12) | | | | | 39.98 | | | | | 5/4/2030 | | | | | 3,919(16) | | | | | 172,750 | | | | | 3,918(19) | | | | | 172,705 | | | | | | 3,849(11) | | | | | 7,700(11) | | | | | 39.98 | | | | | 5/4/2030 | | | | | 2,446(15) | | | | | 129,491 | | | | | 7,144(19) | | | | | 378,203 | | | ||||||||||||||||
| | | 4,927(10) | | | | | 9,853(10) | | | | | 30.56 | | | | | 5/6/2029 | | | | | 3,418(14) | | | | | 150,665 | | | | | 5,127(18) | | | | | 225,998 | | | | | | 0(10) | | | | | 21,194(10) | | | | | 30.19 | | | | | 5/13/2029 | | | | | 7,287(14) | | | | | 385,774 | | | | | 7,338(18) | | | | | 388,474 | | | |||||||||||||||||||
| | | 9,241(9) | | | | | 4,621(9) | | | | | 29.46 | | | | | 5/7/2028 | | | | | 1,603(13) | | | | | 70,660 | | | | | | | | | | | | | Mr. P’Pool | | | | | 0(12) | | | | | 11,496(12) | | | | | 44.33 | | | | | 5/3/2031 | | | | | 3,745(16) | | | | | 198,260 | | | | | | | | | | | | | |||||||||||||||||
| | | 6,333(7) | | | | | 0(7) | | | | | 56.11 | | | | | 5/8/2027 | | | | | 3,752(17) | | | | | 165,388 | | | | | | | | | | | | | | | | 4,112(11) | | | | | 8,224(11) | | | | | 39.98 | | | | | 5/4/2030 | | | | | 2,613(15) | | | | | 138,332 | | | | | 7,490(19) | | | | | 396,521 | | | |||||||||||||||||||
| | | 13,683(8) | | | | | 0(6) | | | | | 50.06 | | | | | 11/14/2026 | | | | | | | | | | | | | | | | | | | | | | | | | | 9,854(9) | | | | | 4,926(9) | | | | | 30.56 | | | | | 5/6/2029 | | | | | 1,709(13) | | | | | 90,474 | | | | | 7,836(18) | | | | | 414,838 | | | |||||||||||||||||||
| Mr. Zerillo | | | | | 0(12) | | | | | 8,399(12) | | | | | 39.98 | | | | | 5/4/2030 | | | | | 2,668(16) | | | | | 117,605 | | | | | 2,668(19) | | | | | 117,605 | | | | | | 13,862(8) | | | | | 0(8) | | | | | 29.46 | | | | | 5/7/2028 | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||||
| | | 3,354(10) | | | | | 6,709(10) | | | | | 30.56 | | | | | 5/6/2029 | | | | | 2,327(14) | | | | | 102,574 | | | | | 3,490(18) | | | | | 153,839 | | | | | | 6,333(6) | | | | | 0(6) | | | | | 56.11 | | | | | 5/8/2027 | | | | | 7,331(17) | | | | | 388,103 | | | | | | | | | | | | | |||||||||||||||||||
| | | 6,718(9) | | | | | 3,360(9) | | | | | 29.46 | | | | | 5/7/2028 | | | | | 3,166(13) | | | | | 139,557 | | | | | | | 13,683(5) | | | | | 0(5) | | | | | 50.06 | | | | | 11/14/2026 | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | 2,727(17) | | | | | 120,206 | | | | | | | | | | | | | Mr. Zerillo | | | | | 0(12) | | | | | 7,802(12) | | | | | 44.33 | | | | | 5/3/2031 | | | | | 2,542(16) | | | | | 134,573 | | | | | | | | | | | | | |||||||||||||||||
| | | | 2,799(11) | | | | | 5,600(11) | | | | | 39.98 | | | | | 5/4/2030 | | | | | 1,779(15) | | | | | 94,180 | | | | | 5,084(19) | | | | | 269,147 | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | 6,708(9) | | | | | 3,355(9) | | | | | 30.56 | | | | | 5/6/2029 | | | | | 1,164(13) | | | | | 61,622 | | | | | 5,336(18) | | | | | 282,488 | | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | 10,078(8) | | | | | 0(8) | | | | | 29.46 | | | | | 5/7/2028 | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | 4,990(17) | | | | | 264,171 | | | | | | | | | | | | |
| PRESTIGE CONSUMER HEALTHCARE INC. | | | 2022 PROXY STATEMENT | 57 | |
| | | |
| | | Option Awards | | Stock Awards | | | | Option Awards | | Stock Awards | | ||||||||||||||||||||||||||||||||||||||||
| Name | | Number of Shares Acquired on Exercise (#) | | Value Realized on Exercise ($)(1) | | Number of Shares Acquired on Vesting (#) | | Value Realized on Vesting ($)(2) | | Name | | Number of Shares Acquired on Exercise (#) | | Value Realized on Exercise ($)(1) | | Number of Shares Acquired on Vesting (#) | | Value Realized on Vesting ($)(2) | | ||||||||||||||||||||||||||||||||
| Mr. Lombardi | | | | 29,593 | | | | | 852,767 | | | | | 33,230 | | | | | 1,326,198 | | | Mr. Lombardi | | | | 52,367 | | | | | 2,594,697 | | | | | 75,140 | | | | | 3,460,931 | | | ||||||||
| Ms. Sacco | | | | 0 | | | | | 0 | | | | | 10,683 | | | | | 425,937 | | | Ms. Sacco | | | | 0 | | | | | 0 | | | | | 14,610 | | | | | 672,493 | | | ||||||||
| Mr. Mekhail | | | | 0 | | | | | 0 | | | | | 0 | | | | | 0 | | | Mr. Mekhail | | | | 0 | | | | | 0 | | | | | 1,223 | | | | | 54,203 | | | ||||||||
| Mr. P’Pool | | | | 0 | | | | | 0 | | | | | 6,098 | | | | | 243,098 | | | Mr. P’Pool | | | | 0 | | | | | 0 | ��� | | | | 8,370 | | | | | 385,241 | | | ||||||||
| Mr. Zerillo | | | | 0 | | | | | 0 | | | | | 4,328 | | | | | 171,172 | | | Mr. Zerillo | | | | 0 | | | | | 0 | | | | | 7,945 | | | | | 365,845 | | |
| | | 2022 PROXY STATEMENT | 59 | |
| 60 | 2022 PROXY STATEMENT | | | PRESTIGE CONSUMER HEALTHCARE INC. | |
| | | 2022 PROXY STATEMENT | 61 | |
| Name | | Termination by Company Without Cause or Resignation With Good Reason ($)(1) | | Death/ Disability ($)(2) | | Qualifying Termination in Connection with Change in Control ($)(3) | | Name | | Termination by Company Without Cause or Resignation With Good Reason ($)(1) | | Death/ Disability ($)(2) | | Qualifying Termination in Connection with Change in Control ($)(3) | | ||||||||||||||||||||||||
| Mr. Lombardi | | | | 2,724,106 | | | | | 6,345,669 | | | | | 15,304,985 | | | Mr. Lombardi | | | | 2,860,836 | | | | | 12,112,460 | | | | | 16,861,908 | | | ||||||
| Ms. Sacco | | | | 880,071 | | | | | 1,616,750 | | | | | 3,899,371 | | | Ms. Sacco | | | | 941,526 | | | | | 2,489,165 | | | | | 4,372,217 | | | ||||||
| Mr. Mekhail | | | | 702,237 | | | | | 905,541 | | | | | 2,390,880 | | | Mr. Mekhail | | | | 728,640 | | | | | 1,764,069 | | | | | 3,221,349 | | | ||||||
| Mr. P’Pool | | | | 729,237 | | | | | 950,767 | | | | | 2,714,583 | | | Mr. P’Pool | | | | 760,128 | | | | | 1,419,977 | | | | | 3,977,489 | | | ||||||
| Mr. Zerillo | | | | 478,615 | | | | | 746,776 | | | | | 1,916,781 | | | Mr. Zerillo | | | | 506,404 | | | | | 965,790 | | | | | 1,978,598 | | |
| | | |
| | | 2022 PROXY STATEMENT | 63 | |
| Name | | Fees Earned or Paid in Cash ($) | | Stock Awards ($)(1) | | Total ($) | | Name | | Fees Earned or Paid in Cash ($) | | Stock Awards ($)(1) | | Total ($) | | ||||||||||||||||||||||||
| Dr. Costley | | | | 110,000 | | | | | 145,025 | | | | | 255,025 | | | Mr. Byom | | | | 107,500 | | | | | 150,003 | | | | | 257,503 | | | ||||||
| Mr. Byom | | | | 102,500 | | | | | 145,025 | | | | | 247,525 | | | Ms. Clark | | | | 59,999 | | | | | 222,527 | | | | | 228,526 | | | ||||||
| Ms. Clark | | | | 14,166 | | | | | 0 | | | | | 14,166 | | | Mr. Coughlin | | | | 105,833 | | | | | 150,003 | | | | | 255,836 | | | ||||||
| Mr. Coughlin | | | | 105,000 | | | | | 145,025 | | | | | 250,025 | | | Ms. Hopkins | | | | 85,833 | | | | | 150,003 | | | | | 235,836 | | | ||||||
| Ms. Hopkins | | | | 85,000 | | | | | 145,025 | | | | | 230,025 | | | Mr. Ricciardi | | | | 85,833 | | | | | 150,003 | | | | | 235,836 | | | ||||||
| Mr. Jenness | | | | 97,500 | | | | | 145,025 | | | | | 242,525 | | | Ms. Zier | | | | 88,750 | | | | | 150,003 | | | | | 238,753 | | | ||||||
| Mr. Ricciardi | | | | 85,000 | | | | | 145,025 | �� | | | | 230,025 | | | |||||||||||||||||||||||
| Ms. Zier | | | | 77,916 | | | | | 181,286 | | | | | 259,202 | | |
| 64 | 2022 PROXY STATEMENT | | | PRESTIGE CONSUMER HEALTHCARE INC. | |
| PRESTIGE CONSUMER HEALTHCARE INC. | | | 2022 PROXY STATEMENT | 65 | |
| | | |
| | | 2022 PROXY STATEMENT | 67 | |
| | | |
| | | 2022 PROXY STATEMENT | 69 | |
|
| | PRESTIGE CONSUMER HEALTHCARE INC. | |
| PRESTIGE CONSUMER HEALTHCARE INC. | | | |
| | | PRESTIGE CONSUMER HEALTHCARE INC. | |
| PRESTIGE CONSUMER HEALTHCARE INC. | | | |
| ITEMS OF BUSINESS | | BOARD’S RECOMMENDATION | | SEE PAGE | | PROPOSAL | | BOARD’S RECOMMENDATION | | SEE PAGE | | ||||||||||||||||||||||||||||||||||
| 1 | | To elect the seven directors nominated by the Board of Directors and named in this Proxy Statement to serve until the 2022 Annual Meeting of Stockholders or until their earlier death, removal or resignation | | | FOR each director nominee | | | 1 | | To elect the seven directors nominated by the Board of Directors and named in this Proxy Statement to serve until the 2023 Annual Meeting of Stockholders or until their earlier death, removal or resignation | | | FOR each director nominee | | 10 | | |||||||||||||||||||||||||||||
| | | ☐ Ronald M. Lombardi | | ☐ Celeste A. Clark | | ☐ Christopher J. Coughlin | | ☐ John E. Byom | | | | | | | | | | ☐ Ronald M. Lombardi | | ☐ John E. Byom | | ☐ Celeste A. Clark | | ☐ Christopher J. Coughlin | | | | | | | | ||||||||||||||
| | | ☐ Sheila A. Hopkins | | ☐ Natale S. Ricciardi | | ☐ Dawn M. Zier | | | | | | | | | | | | ☐ Sheila A. Hopkins | | ☐ Natale S. Ricciardi | | ☐ Dawn M. Zier | | | | | | | | | | ||||||||||||||
| 2 | | To ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of Prestige Consumer Healthcare Inc. for the fiscal year ending March 31, 2022 | | | FOR | | | 2 | | To ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of Prestige Consumer Healthcare Inc. for the fiscal year ending March 31, 2023 | | | FOR | | 27 | | |||||||||||||||||||||||||||||
| 3 | | To vote on a non-binding resolution to approve the compensation of our named executive officers as disclosed in our Proxy Statement | | | FOR | | | 3 | | To vote on a non-binding resolution to approve the compensation of our named executive officers as disclosed in our Proxy Statement | | | FOR | | 30 | |
| | | PRESTIGE CONSUMER HEALTHCARE INC. | |
| PRESTIGE CONSUMER HEALTHCARE INC. | | | |
| | | PRESTIGE CONSUMER HEALTHCARE INC. | |
| In order to support your Board, please sign, date and mail the enclosed proxy card to vote FOR the election of the seven director nominees nominated by your Board, FOR the ratification of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm, and FOR the approval of the compensation of our named executive officers. You may also vote over the Internet using the Internet address on the proxy card. If your shares are held in “street name”, you should follow the instructions on your voting instruction card to provide specific instructions to your bank or broker to vote as described above. | |
| PRESTIGE CONSUMER HEALTHCARE INC. | | | |
| | | PRESTIGE CONSUMER HEALTHCARE INC. | |
| (dollar values in thousands) | | | 2019 | | | 2020 | | | 2021 | | | 2022 | | ||||||||||||
| GAAP Net Income (Loss) | | | | $ | (35,800) | | | | | $ | 142,281 | | | | | $ | 164,682 | | | | | $ | 164,682 | | |
| Interest Expense, net | | | | | 105,082 | | | | | | 96,224 | | | | | | 82,328 | | | | | | 82,328 | | |
| Provision (benefit) for income taxes | | | | | (2,255) | | | | | | 48,870 | | | | | | 39,431 | | | | | | 39,431 | | |
| Depreciation and amortization | | | | | 31,779 | | | | | | 28,995 | | | | | | 30,164 | | | | | | 30,164 | | |
| Non- GAAP EBITDA | | | | | 98,806 | | | | | | 316,370 | | | | | | 316,605 | | | | | | 358,837 | | |
| Inventory step up | | | | | — | | | | | | — | | | | | | — | | | | | | 1,567 | | |
| Integration, transition, legal fees and other costs associated with acquisitions, divestitures and warehouse transitions | | | | | 4,442 | | | | | | 10,920 | | | | | | — | | | | | | 5,127 | | |
| Tradename impairment | | | | | 229,461 | | | | | | — | | | | | | 2,434 | | | | | | — | | |
| Loss on extinguishment of debt | | | | | — | | | | | | 2,155 | | | | | | 12,327 | | | | | | 2,122 | | |
| Loss on disposal of assets | | | | | — | | | | | | 382 | | | | | | — | | | | | | — | | |
| Adjustments to EBITDA | | | | | 232,619 | | | | | | 13,457 | | | | | | 14,761 | | | | | | 8,816 | | |
| Non- GAAP Adjusted AIP EBITDA | | | | $ | 331,425 | | | | | $ | 329,827 | | | | | $ | 331,366 | | | | | $ | 367,653 | | |
| PRESTIGE CONSUMER HEALTHCARE INC. | | | |
| (dollar values in thousands) | | | 2017 | | | 2018 | | | 2019 | | | 2020 | | | 2021 | | |||||||||||||||
| GAAP Net Income (Loss) | | | | $ | 69,395 | | | | | $ | 339,570 | | | | | $ | (35,800) | | | | | $ | 142,281 | | | | | $ | 164,682 | | |
| Interest Expense, net | | | | | 93,343 | | | | | | 105,879 | | | | | | 105,082 | | | | | | 96,224 | | | | | | 82,328 | | |
| Provision (benefit) for income taxes | | | | | 41,455 | | | | | | (232,484) | | | | | | (2,255) | | | | | | 48,870 | | | | | | 39,431 | | |
| Depreciation and amortization | | | | | 25,792 | | | | | | 33,426 | | | | | | 31,779 | | | | | | 28,995 | | | | | | 30,164 | | |
| Non- GAAP EBITDA | | | | | 229,985 | | | | | | 246,391 | | | | | | 98,806 | | | | | | 316,370 | | | | | | 316,605 | | |
| Inventory step up | | | | | 1,664 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| Costs associated with CEO transition | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| Integration, transition, legal fees and other costs associated with acquisitions, divestitures and warehouse transitions | | | | | 19,624 | | | | | | 5,528 | | | | | | 4,442 | | | | | | 10,920 | | | | | | — | | |
| Tradename impairment | | | | | — | | | | | | 99,924 | | | | | | 229,461 | | | | | | — | | | | | | 2,434 | | |
| Loss on extinguishment of debt | | | | | 1,420 | | | | | | 2,901 | | | | | | — | | | | | | 2,155 | | | | | | 12,327 | | |
| Loss on disposal of assets | | | | | — | | | | | | — | | | | | | — | | | | | | 382 | | | | | | — | | |
| Tax adjustment associated with acquisitions | | | | | — | | | | | | 704 | | | | | | — | | | | | | — | | | | | | — | | |
| Adjustments to EBITDA | | | | | 74,528 | | | | | | 109,057 | | | | | | 232,619 | | | | | | 13,457 | | | | | | 14,761 | | |
| Non- GAAP Adjusted AIP EBITDA | | | | $ | 304,513 | | | | | $ | 355,448 | | | | | $ | 331,425 | | | | | $ | 329,827 | | | | | $ | 331,366 | | |
| | | 20 20 | | 20 21 | | | | 2021 | | 2022 | | ||||||||||||||||||||||||||||||||||||||||
| (dollar values in thousands, except per share data) | | Net Income | | EPS | | Net Income | | EPS | | (dollar values in thousands, except per share data) | | Net Income | | EPS | | Net Income | | EPS | | ||||||||||||||||||||||||||||||||
| GAAP Net Income (Loss) | | | $ | 142,281 | | | | $ | 2.78 | | | | $ | 164,682 | | | | $ | 3.25 | | | GAAP Net Income (Loss) | | | $ | 164,682 | | | | $ | 3.26 | | | | $ | 205,381 | | | | $ | 4.04 | | | ||||||||
| Adjustments | | | | | | | | | | | | | | | | | | | | | | Adjustments | | | | | | | | | | | | | | | | | | | | | | ||||||||
| Integration, Transition, and other costs associated with divesititures and warehouse transiiton | | | | 9,170 | | | | | 0.18 | | | | | — | | | | | — | | | Integration, Transition, and other costs associated with divestitures and warehouse transition | | | | — | | | | | — | | | | | 6,694 | | | | | 0.13 | | | ||||||||
| Loss on Disposal of Assets | | | | 382 | | | | | 0.01 | | | | | — | | | | | — | | | Loss on extinguishment of debt | | | | 12,327 | | | | | 0.24 | | | | | 2,122 | | | | | 0.04 | | | ||||||||
| (Gain) loss on divestitures | | | | — | | | | | — | | | | | — | | | | | — | | | Tax impact on adjustments | | | | (2,986) | | | | | (0.06) | | | | | (2,134) | | | | | (0.04) | | | ||||||||
| Accelerated amortization of debt discounts and debt issue costs | | | | — | | | | | — | | | | | — | | | | | — | | | Normalized tax rate adjustment | | | | (10,025) | | | | | (0.20) | | | | | (5,753) | | | | | (0.11) | | | ||||||||
| Tradename impairment | | | | — | | | | | — | | | | | — | | | | | — | | | Total adjustments | | | | (684) | | | | | (0.02) | | | | | 929 | | | | | 0.02 | | | ||||||||
| Loss on extinguishment of debt | | | | 2,155 | | | | | 0.04 | | | | | 12,327 | | | | | 0.24 | | | Non- GAAP Adjusted Net Income and Non- GAAP Adjusted EPS | | | $ | 163,998 | | | | $ | 3.24 | | | | $ | 206,310 | | | | $ | 4.06 | | | ||||||||
| Tax impact on adjustments | | | | (2,974) | | | | | (0.06) | | | | | (2,986) | | | | | (0.06) | | | ||||||||||||||||||||||||||||||
| Normalized tax rate adjustment | | | | 318 | | | | | 0.01 | | | | | (10,025) | | | | | (0.20) | | | ||||||||||||||||||||||||||||||
| Total adjustments | | | | 9,051 | | | | | 0.18 | | | | | (684) | | | | | (0.01) | | | ||||||||||||||||||||||||||||||
| Non- GAAP Adjusted Net Income and Non- GAAP Adjusted EPS | | | $ | 151,332 | | | | $ | 2.96 | | | | $ | 163,998 | | | | $ | 3.24 | | |
| | | PRESTIGE CONSUMER HEALTHCARE INC. | |
| | | Year Ended March 31, | | | | Year Ended March 31, | | ||||||||||||||||||||
| | | 2021 | | 2020 | | | | 2021 | | 2022 | | ||||||||||||||||
| (In Thousands) | | | | | | | | | | | | (In Thousands) | | | | | | | | | | | | ||||
| GAAP Net Income | | | $ | 164,682 | | | | $ | 142,281 | | | GAAP Net Income | | | $ | 164,682 | | | | $ | 205,381 | | | ||||
| Adjustments: | | | | | | | | | | | | Adjustments: | | | | | | | | | | | | ||||
| Adjustments to reconcile net income to net cash provided by operating activities as shown in the Statement of Cash Flows | | | | 76,523 | | | | | 66,041 | | | Adjustments to reconcile net income to net cash provided by operating activities as shown in the Statement of Cash Flows | | | | 76,523 | | | | | 65,487 | | | ||||
| Changes in operating assets and liabilities as shown in the Statement of Cash Flows | | | | (5,598) | | | | | 8,802 | | | Changes in operating assets and liabilities as shown in the Statement of Cash Flows | | | | (5,598) | | | | | (10,946) | | | ||||
| Total adjustments | | | | 70,925 | | | | | 74,843 | | | Total adjustments | | | | 70,925 | | | | | 54,541 | | | ||||
| GAAP Net cash provided by operating activities | | | | 235,607 | | | | | 217,124 | | | GAAP Net cash provided by operating activities | | | | 235,607 | | | | | 259,922 | | | ||||
| Purchase of property and equipment | | | | (22,243) | | | | | (14,560) | | | Purchase of property and equipment | | | | (22,243) | | | | | (9,642) | | | ||||
| Non-GAAP Free Cash Flow | | | | 213,364 | | | | | 202,564 | | | Non-GAAP Free Cash Flow | | | | 213,364 | | | | | 250,280 | | | ||||
| Transition and other payments associated with new warehouse | | | | — | | | | | 4,203 | | | Transition and other payments associated with new warehouse | | | | — | | | | | 3,465 | | | ||||
| Non-GAAP Adjusted Free Cash Flow | | | $ | 213,364 | | | | $ | 206,767 | | | Non-GAAP Adjusted Free Cash Flow | | | $ | 213,364 | | | | $ | 253,745 | | |
| (dollar values in millions) | | FY 2019 to FY 2021 Total | | (dollar values in millions) | | FY 2020 to FY 2022 Total | | ||||||||
| GAAP Total Revenues | | | $ | 2,882.2 | | | GAAP Total Revenues | | | $ | 2,993.2 | | | ||
| COVID impact | | | | 66.3 | | | Akorn Consumer Health revenues | | | | (42.4) | | | ||
| Adjusted Total Net Sales used for May 2017 Performance Share Grant Payout | | | $ | 2,948.5 | | | COVID impact (Fiscal 2021 Adjustment) | | | | 66.3 | | | ||
| GAAP Net Income | | | $ | 271.2 | | | Adjusted Total Net Sales used for May 2019 Performance Share Grant Payout | | | $ | 3,017.1 | | | ||
| Interest Expense, net | | | | 283.6 | | | GAAP Net Income | | | $ | 512.3 | | | ||
| Benefit for income taxes | | | | 86.0 | | | Interest Expense, net | | | | 242.8 | | | ||
| Depreciation and amortization | | | | 90.9 | | | Provision for income taxes | | | | 145.4 | | | ||
| Non-GAAP EBITDA | | | | 731.7 | | | Depreciation and amortization | | | | 91.3 | | | ||
| Integration, transition, legal fees and other costs associated with acquisitions, divestitures and warehouse transitions | | | | 15.4 | | | Non-GAAP EBITDA | | | | 991.8 | | | ||
| Goodwill and tradename impairment | | | | 231.9 | | | Integration, transition, legal fees and other costs, associated with acquisitions, divestitures and warehouse transitions | | | | 15.9 | | | ||
| Loss on extinguishment of debt and disposal of assets | | | | 14.9 | | | Goodwill and tradename impairment | | | | 3.3 | | | ||
| (Gain) on divestitures | | | | (1.3) | | | Loss on extinguishment of debt and disposal of assets | | | | 17.8 | | | ||
| COVID impact | | | | 34.2 | | | Akorn Consumer Health EBITDA | | | | (13.5) | | | ||
| Adjustments to EBITDA | | | | 295.1 | | | COVID impact (Fiscal 2021 Adjustment) | | | | 27.2 | | | ||
| Non-GAAP Adjusted EBITDA used for May 2018 Performance Share Grant Payout | | | $ | 1,026.8 | | | Adjustments to EBITDA | | | | 50.7 | | | ||
| Non-GAAP Adjusted EBITDA used for May 2019 Performance Share Grant Payout | | | $ | 1,042.5 | | |
| PRESTIGE CONSUMER HEALTHCARE INC. | | | |