DEF 14A of Prestige Consumer Healthcare Inc., Jul 5, 2024

DEF 14A of Prestige Consumer Healthcare Inc.

Filed Jul 5, 2024 · FY20240001104659-24-078025

Open on EDGAR

  1. Board of Directors

    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.

  2. Board of Directors

    | AUDIT & FINANCE COMMITTEE OVERSIGHT RESPONSIBILITIES | COMPENSATION & TALENT MANAGEMENT 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, inclusion and belonging. | ■ 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, sustainability and ESG related risks and opportunities; and ■ Succession planning for the Board and CEO. |

  3. Board of Directors

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

  4. Board of Directors

    | Prestige Consumer Healthcare Inc. 2024 Proxy Statement | 17 |

  5. Board of Directors

    Officer and the Vice President, Information Technology and Chief Information Security Officer (“CISO”). At least annually, the Audit and Finance Committee receives updates about the results of exercises and response readiness assessments led by outside advisors who provide a third-party independent assessment of our technical program and our internal response preparedness. The Audit and Finance Committee also receives periodic briefings regarding our information security programs and cyber threats in order to enhance our directors’ literacy on cyber issues. In addition, management will update the Audit and Finance Committee, as necessary, regarding cybersecurity incidents that we may experience. Our CISO and Chief Financial Officer are responsible for assessing and managing our material risks from cybersecurity threats. The cyber security risk management team has primary responsibility for our overall cybersecurity risk management program and oversees both our internal cybersecurity personnel and our retained external cybersecurity consultants. Our cyber security risk management team is led by our CISO, who has significant experience across digital innovation and technology-enabled growth, information security, infrastructure, operations and compliance. Our management team supervises efforts to prevent, detect, mitigate, and remediate cybersecurity risks and incidents through various means, which include briefings from internal personnel; threat intelligence and other information obtained from governmental, public or private sources, including external consultants engaged by us; and alerts and reports produced by security tools deployed in the IT environment. Oversight of Corporate Sustainability. Our Board considers corporate sustainability and ESG to be important for the long term success of the Company and has delegated oversight of our sustainability programs to the Nominating and Corporate Governance Committee. Our Senior Vice President and General Counsel and our Vice President, Investor Relations and Treasury lead our Sustainability program and ESG initiatives supported by various functional representatives and external subject matter experts. They meet regularly with functional experts to review the health of the program, opportunities for improvement, and the status of execution against agreed program priorities. Our Senior Vice President and General Counsel and Vice President, Investor Relations and Treasury also meet regularly with the Nominating and Corporate Governance Committee to review our Sustainability program and ESG priorities.

  6. Board of Directors

    | Prestige Consumer Healthcare Inc. 2024 Proxy Statement | 18 |

  7. Who are the nominees this year?

    Who are the nominees this year? We have seven nominees for the Board of Directors, all of whom serve on our current Board of Directors. One of our current directors, Mr. Natale S. Ricciardi, has reached the mandatory retirement age of 75 and will not stand for re-election to the Board of Directors when his term expires at this year’s Annual Meeting. We thank Mr. Ricciardi for his years of service and substantial contributions to the Board, the Company and our stockholders. If elected, each nominee would hold office until the 2025 Annual Meeting of Stockholders and until his or her respective successor is elected and qualified or until his or her earlier death, removal or resignation. These nominees, their ages at the date of this Proxy Statement and the year in which they first became directors are set forth in the table below. The Board of Directors has affirmatively determined that each of the nominees, other than Mr. Lombardi, is independent from the Company and its management under the NYSE’s independence standards. Mr. Kelly, our newest nominee for the Board of Directors, was recommended by a non-management director and fully vetted against a strong slate of candidates.

  8. Who are the nominees this year?

    | | NAME AGE DIRECTOR SINCE | PRIMARY (OR FORMER) OCCUPATION | INDEPENDENCE | COMMITTEE ASSIGNMENTS | | | Ronald M. Lombardi 60 June 2015 | Chair of the Board, President and Chief Executive Officer, Prestige Consumer Healthcare Inc. | | | | | John E. Byom 70 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 71 February 2021 | (Former) Senior Vice President, Global Policy and External Affairs and Chief Sustainability Officer of Kellogg Company. | | Compensation & Talent Management, Nominating & Corporate Governance (Chair) | | | James C. D’Arecca 53 August 2023 | Executive Vice President, Chief Financial Officer of Haemonetics Corporation | | Audit & Finance (Chair), Nominating & Corporate Governance | | | Sheila A. Hopkins 68 August 2015 | (Former) Interim Chief Executive Officer of Cutera, Inc; (Former) President, Global Vision Care and Executive Vice President of Bausch + Lomb. | | Audit & Finance, Nominating & Corporate Governance | | | John F. Kelly 63 May 2024 | (Former) Vice President, Quality Operations and Environment, Health & Safety at Pfizer Inc. | | Compensation & Talent Management, Nominating & Corporate Governance | | | Dawn M. Zier 59 May 2020 | Chair of The Hain Celestial Group, Inc; (Former) President and CEO of Nutrisystem. | | Audit & Finance, Compensation & Talent Management (Chair) |

  9. Who are the nominees this year?

    The Board is committed to an ongoing refreshment process and continually evaluates the composition of the Board to ensure that it has a strong balance of skills, experience, perspective and rigorous oversight through independent judgment. If a nominee is unable to stand for election, the Board may either reduce the number of directors to be elected or select a substitute nominee. If a substitute nominee is selected, the proxy holders will vote your shares for the substitute nominee, unless you have voted “Withhold” with respect to the original nominee.

  10. Who are the nominees this year?

    | Prestige Consumer Healthcare Inc. 2024 Proxy Statement | 22 |

  11. Who are the nominees this year?

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

  12. Who are the nominees this year?

    | | | BYOM | CLARK | D'ARECCA | HOPKINS | KELLY | LOMBARDI | ZIER | TOTAL EXPERIENCE | | | | | | | | | | | | SOME KNOWLEDGE | DEEP KNOWLEDGE | | | Leadership Experience | | | | | | | | | | | | Finance Experience | | | | | | | | | | | | Consumer Products Experience | | | | | | | | | | | | Marketing Experience | | | | | | | | | | | | Environmental, Social & Governance | | | | | | | | | | | | Supply Chain Experience | | | | | | | | | |

  13. Who are the nominees this year?

    | | Deep Knowledge or Experience | | Some Knowledge or Experience |

  14. Who are the nominees this year?

    DIRECTOR DIVERSITY AND TENURE CHARTS Below is a snapshot of our Board.

  15. Who are the nominees this year?

    | Prestige Consumer Healthcare Inc. 2024 Proxy Statement | 23 |

  16. Who are the nominees this year?

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

  17. Who are the nominees this year?

    | 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. After the sale of International Multifoods Corporation to The J.M. Smucker Company in June 2004, Mr. Byom was President of Multifoods Foodservice and Bakery Products. Prior to his time as Chief Financial Officer and as President of Multifoods Foodservice and Bakery Products, Mr. Byom was President of U.S. Manufacturing from July 1999 to March 2000, and Vice President Finance and IT for the North American Foods Division from 1993 to 1999. Prior to 1993, he held various positions in finance and was an internal auditor for International Multifoods Corporation from 1979 to 1981. Mr. Byom previously served on the board of MGP Ingredients Inc. Mr. Byom earned his B.A. in Accounting from Luther College. | | | | | | | DIRECTOR QUALIFICATIONS: | | | | | | | | | | | |

  18. Who are the nominees this year?

    | 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 since January 2012. She previously served as Senior Vice President, Global Policy and External Affairs of Kellogg Company, a food manufacturing company, and was the Chief Sustainability Officer until she retired in 2011. She was a member of the Global Executive Management Team and had an accomplished career spanning nearly 35 years at Kellogg Company in which time, she was responsible for the development and implementation of global health, nutrition and regulatory science initiatives. In addition, she led global corporate communications, public affairs, philanthropy and several administrative functions. Dr. Clark serves on the boards of The Hain Celestial Group, Inc. (organic and natural products) where she chairs the Compensation Committee, Wells Fargo & Company (financial services) where she chairs the Corporate Responsibility Committee and Darling Ingredients Inc. (sustainable products and renewable energy) where she serves as Chair of the ESG Committee. She also serves as a trustee of the W.K. Kellogg Foundation. Dr. Clark previously served on the boards of Mead Johnson Nutrition Company, Diamond Foods, Inc., AdvancePierre Foods Holdings, Inc., and Omega Protein Corporation. Dr. Clark received her Ph.D. from Michigan State University in Food Science and Nutrition and in 2021, she was bestowed an honorary Ph.D. in Humanities. She brings significant industry experience in various nutrition, consumer productions, public policy, risk management, governance, sustainability and ESG matters to the Board. Dr. Clark was recognized as a Director 100 by the National Association of Corporate Directors in 2023. | | | | | | DIRECTOR QUALIFICATIONS: | | | | | | | | | |

  19. Who are the nominees this year?

    | Prestige Consumer Healthcare Inc. 2024 Proxy Statement | 24 |

  20. Who are the nominees this year?

    | James C. D’Arecca Director | | | | | CAREER HIGHLIGHTS: James C. D’Arecca has served as a director since August 2023. Mr. D’Arecca is Executive Vice President, Chief Financial Officer of Haemonetics Corporation, a medical technology company, since April 2022 to present. Mr. D’Arecca previously served as Chief Financial Officer of TherapeuticsMD, Inc., a women’s healthcare company, from June 2020 to April 2022. Prior to joining TherapeuticsMD, Inc., Mr. D’Arecca served as the Senior Vice President and Chief Accounting Officer of Allergen plc (formerly known as Actavis plc), a global pharmaceutical company, from August 2013 until its merger with AbbVie Inc. in May 2020. Mr. D’Arecca served as Chief Accounting Officer at Bausch & Lomb prior to joining Actavis plc and earlier in his career held finance and business development positions of increasing responsibility at Merck & Co., Inc. and Schering-Plough Corporation. Mr. D’Arecca began his career at PricewaterhouseCoopers LLP from 1992 to 2005, where he had an industry focus on pharmaceuticals, medical devices, and consumer products.Mr. D’Arecca earned a Bachelor of Science in Accounting from Rutgers University and a Master of Business Administration from Columbia University. He is a Certified Public Accountant. | | | | DIRECTOR QUALIFICATIONS: | | | | | |

  21. Who are the nominees this year?

    | Sheila A. Hopkins Director | | | | | | CAREER HIGHLIGHTS: Sheila A. Hopkins has served as a director since August 2015. Ms. Hopkins formerly served as the Interim Chief Executive Officer of Cutera, Inc., an energy based and aesthetic devices company, from April 2023 to August 2023. Previously she served as President, Global Vision Care and Executive Vice President of Bausch + Lomb, a healthcare company, from September 2011 until her retirement in August 2013. From September 1997 to August 2011, Ms. Hopkins worked at Colgate-Palmolive, a leading consumer products company, where she held several senior executive positions including Vice President and General Manager, Personal Care, Vice President, Global Business Development and Vice President and General Manager, Professional Oral Care. Prior to that, she held significant marketing and sales positions at Procter & Gamble, American Cyanamid and Tambrands. Ms. Hopkins previously served on the boards of Cutera, Inc. and Warnaco Inc. She has also served on the Board of the Consumer Healthcare Products Association. Ms. Hopkins earned a B.A. in History from Wellesley College | | | | | DIRECTOR QUALIFICATIONS: | | | | | | | |

  22. Who are the nominees this year?

    | Prestige Consumer Healthcare Inc. 2024 Proxy Statement | 25 |

  23. Who are the nominees this year?

    | John F. Kelly Director | | | | | | CAREER HIGHLIGHTS: John F. Kelly was appointed to the Board in May 2024. Mr. Kelly retired in June 2022 after a 40-year career at Pfizer Inc., a biopharmaceutical company, where he was a member of the Pfizer Global Supply Leadership Team and a member of the Pfizer PAC Board of Directors. He held multiple positions in his career with Pfizer starting in August 1982 and finishing as the Vice President, Quality Operations and Environment, Health & Safety. At Pfizer, Mr. Kelly’s responsibilities included pharmaceutical and consumer product operations, manufacturing strategy, business development, quality and EHS. Between March 2019 and June 2022, he served as Chair of the Board of Directors of Zydus Cadila Oncology Private Limited, a 50/50 joint venture between Pfizer and Zydus Cadila, and prior to that he was a director of same between December 2015 and March 2019. Mr. Kelly is also Chair of the Board of Trustees of Wakeman Boys & Girls Club, and a member of the Worcester Polytechnic Institute Engineering Dean’s Advisory Board. Previously he was a member of the Board of Directors of The Patterson Club, Fairfield, CT and co-President of the Fairfield College Preparatory School Father’s Club. Mr. Kelly earned a degree in Chemical Engineering from Worcester Polytechnic Institute and an M.B.A in Operations Management from Pace University. | | | | | DIRECTOR QUALIFICATIONS: | | | | | | | |

  24. Who are the nominees this year?

    | Ronald M. Lombardi Chair of the Board, President and Chief Executive Officer | | | | | | CAREER HIGHLIGHTS: Ronald M. Lombardi was elected Chair 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 serves on the board of ACCO Brands Corporation (consumer and business products), where he chairs the Audit Committee. Mr. Lombardi received a B.S. from Springfield College and an M.B.A. from American International College and has been a licensed CPA. | | | | | DIRECTOR QUALIFICATIONS: | | | | | | | |

  25. Who are the nominees this year?

    | Prestige Consumer Healthcare Inc. 2024 Proxy Statement | 26 |

  26. Who are the nominees this year?

    | 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 is also a trusted advisor and mentor to Fortune 500 senior executives through her affiliation with The ExCo Group, a firm of experienced CEOs, board directors, and global leaders who bring real world experience to coaching and leadership development. 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 November 2012, she served in a variety of executive positions at Reader’s Digest Association, a global media and data marketing company, including President of International from 2011-2012, President of Europe from 2009-2011, President of Global Consumer Marketing from 2008-2009 and President of North America Consumer Marketing from 2005-2008. Ms. Zier serves as Chair of the Board of The Hain Celestial Group, Inc. (organic and natural products). Ms. Zier has served on the boards of several other public companies and on the boards for multiple marketing and media entities, including the Data and Marketing Association’s (DMA) board from 2008 to 2015, where she was a voting director and on the executive committee. Ms. Zier earned her MBA and Master of Engineering from the Massachusetts Institute of Technology. Ms. Zier received her Corporate Director Certification from Harvard Business School in 2020 and was recognized as a Director 100 by the National Association of Corporate Directors in 2022. | | | | | | | DIRECTOR QUALIFICATIONS: | | | | | | | | | | | |

  27. How are the Company’s directors compensated?

    How are the Company’s directors compensated? The Compensation and Talent Management Committee retains Compensation Advisory Partners LLC (“CAP”) to perform a full review of director compensation against the Company’s peer group every other year. CAP most recently performed a full review against the peer group in August 2023. In consideration of the advice and recommendations from CAP, the Compensation and Talent Management Committee recommended, and the Board approved, the compensation program for directors which became effective as of August 1, 2023. CAP is expected to complete a full review of director compensation against the Company’s peer group in August 2025. Under the director compensation program, each of our directors other than Mr. Lombardi receives the following cash and equity compensation for their services as a director: ■ annual grant of restricted stock units valued at $150,000, awarded on the date of the election of each director at the Annual Meeting of Stockholders, which restricted stock units vest one year after the date of grant so long as membership on the Board of Directors continues through the vesting date, with settlement in common stock to occur at each recipient’s prior election, either upon vesting or on the earliest of the director’s death, disability or the date on which the director’s board membership ceases for reasons other than death or disability; ■ one-time grant of restricted stock units valued at $150,000, pro-rated for service provided between the date he or she first becomes a director and the next Annual Meeting of Stockholders, which restricted stock units are awarded on the date of commencement of Board service and vest one year after the date of grant so long as membership on the Board of Directors continues through the vesting date, with settlement in common stock to occur at each recipient’s prior election, either upon vesting or on the earliest of the director’s death, disability or the date on which the director’s board membership ceases for reasons other than death or disability; and $95,000 annual cash retainer fee paid in equal quarterly installments, reflecting a $5,000 increase from 2023.

  28. How are the Company’s directors compensated?

    | Prestige Consumer Healthcare Inc. 2024 Proxy Statement | 27 |

  29. How are the Company’s directors compensated?

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

  30. How are the Company’s directors compensated?

    | POSITION | 2024 ANNUAL FEE($) | INCREASE | | • Chair of the Audit and Finance Committee | 20,000 | -0- | | • Chair of the Compensation and Talent Management Committee | 20,000 | 2,500 | | • Chair of the Nominating and Corporate Governance Committee | 15,000 | -0- | | • Lead Independent Director | 30,000 | -0- |

  31. How are the Company’s directors compensated?

    No meeting fees are payable to directors. Our directors are reimbursed for out-of-pocket expenses incurred in connection with Board of Directors and/or committee participation. Please see the Director Compensation table later in this Proxy Statement for information regarding the compensation paid to our directors during 2024.

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

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

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

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

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

    Are there any family relationships between the Company’s directors and executive officers? There are no family relationships between or among any of our directors and executive officers.

  35. What is the purpose of the Compensation Discussion and Analysis?

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

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

    | ■ executive compensation offered to similarly situated executives at peer companies; and | ■ good governance practices. |

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

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

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

    | LONG-TERM INCENTIVE (LTI) VEHICLE | TARGET LTI NEOS OTHER THAN CEO | TARGET LTI VALUE CEO | | Performance Stock Units | 60% | 75% | | Service-based Restricted Stock Units | 40% | 25% |

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

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

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

    | 2024 PEER GROUP | | | ■ B&G Foods Holdings Corp. | ■ Calavo Growers Inc. | | ■ Church & Dwight Co. | ■ Edgewell Personal Care Company | | ■ Energizer Holdings, Inc. | ■ Hain Celestial Group, Inc. | | ■ Helen of Troy Limited | ■ Jazz Pharmaceuticals plc | | ■ Hostess Brands, Inc. | ■ Primo Water Corporation | | ■ Tupperware Brands Corp | ■ Vista Outdoor Inc. | | ■ USANA Health Sciences, Inc. | ■ Corcept Therapeutics Incorporated | | ■ Pacira BioSciences, Inc. | |

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

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

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

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

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

    * Increases approved in May were retroactive to beginning of fiscal year. ANNUAL CASH INCENTIVE PLAN The Annual Incentive Plan (“AIP”) provides our executive officers with the ability to earn additional cash compensation based on a percentage of base salary and the Company’s performance. The Company views the AIP as a performance-based component of executive compensation that motivates and incentivizes the executive officers to achieve the short-term goals of the Company and our stockholders. For 2024, the Compensation and Talent Management Committee chose the following as the corporate financial goals for the AIP:

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

    | METRIC | WEIGHTING | DEFINITION | RATIONALE FOR SELECTION | | AIP net sales | | Total revenues. | Drive consistent top-line growth. | | 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 adjustments. | Drive stockholder value creation in terms of growth of earnings per share and free cash flow. |

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

    Typically, no bonuses are payable under the AIP unless the Company achieves threshold performance for one of the goals set for net sales or Adjusted EBITDA. If the Company achieves both of these threshold goals, then each of our named executive officer’s bonus is subject to a maximum award of 200% of their target bonus based on achievement with respect to the Company performance factors. The award will be subject to an additional individual performance factor that may be added to and raise the total annual bonus for the executive above 200% of their target bonus up to the maximum of the individual award factor of 20%. The Compensation and Talent Management Committee identified a target bonus, expressed as a percentage of their base salary, for each named executive officer, which for 2024 were as follows: ■ Mr. Lombardi, 115% ■ Ms. Sacco, 60% ■ Mr. Mekhail, 60% ■ Mr. P’Pool, 50% ■ Mr. Zerillo, 40% The following table reflects the 2024 net sales, Adjusted EBITDA and payout levels approved by the Compensation and Talent Management Committee that correspond to the threshold, target and maximum performance by the Company. The named executive officers earn no payment (if performance is below threshold) or a payment on a sliding-scale between the minimum (threshold) amount and the maximum amount, inclusive of the target amount based on the Company’s performance.

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

    | | | PERFORMANCE LEVEL/ PAYOUT (MIL) | | | | METRIC | WEIGHTING | THRESHOLD (50%) | TARGET (100%) | MAXIMUM (200%) | | AIP net sales | 50% | $1,028.3 | $1,142.6 | $1,256.9 | | AIP Adjusted EBITDA | 50% | $348.0 | $386.7 | $425.4 |

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

    Following the close of the fiscal year, the Compensation and Talent Management Committee assesses the Company’s performance against the pre-determined performance targets and determines the amount, if any, of bonus earned by the executive officers. To be eligible to receive cash incentive compensation, the executive must be employed with the Company at the time payments are made by the Company. Even with a very challenging macroeconomic environment and supply chain disruptions very late in 2024, our 2024 net sales and Adjusted EBITDA for the Company were $1,125.4 million and $373.9 million, respectively. Based on the results of these financial metrics, our named executive officers earned 88% of their target bonus. While the entire leadership team performed very well in the challenging macroeconomic environment, the Compensation and Talent Management Committee did not elect to award additional bonus to the named executive officers other than Mr. P’Pool. When determining the adjustments to individual bonus payouts, the Compensation and Talent Management Committee considered each named executive officers’ achievement against their respective goals. Any adjustments to the payouts are linked to the goals and objectives set for the individual by the CEO or in the case of the CEO, by the Compensation and Talent Management Committee. Key achievements by our named executive officers considered by the Compensation and Talent Management Committee for 2024 included: ■ For Mr. Lombardi, our President and Chief Executive Officer, (a) successfully lead the Company through the challenging macroeconomic environment created by significant supply chain challenges and high inflation, delivering solid financial performance, (b) delivered cash flow of about $240 million despite inventory impacted by supply chain issues, (c) managed significant debt paydown with leverage below targeted level by year end, and (d) advanced 3-year roadmap for Company’s ESG initiatives, including publication of initial ESG report. ■ For Ms. Sacco, our Chief Financial Officer, (a) helped successfully lead the Company through the challenging macroeconomic environment created by significant supply chain challenges and high inflation, delivering a solid financial, (b) delivered cash flow of over $240 million, (c) managed significant debt paydown with leverage below targeted level by year end, (d) worked within the finance function on maintaining and strengthening procedures and policies in support of effective controls, while helping to drive profitable growth, (e) continued enhancements in information management, technology and cybersecurity and (f) maintained strong investor relations program. For Mr. Mekhail, our Executive Vice President of Marketing & Sales, (a) successfully drove North American financial performance in the challenging macroeconomic environment which included significant supply chain challenges and high inflation, (b) actively managed marketing initiatives and spend to continue to deliver strong sales and profit growth in ecommerce channels, (c) successfully lead margin improvement projects to reduce impact of inflation, and (d) successfully launched several new products extending product lines and growing revenue and profitability.

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

    | NAME | TARGET BONUS | COMPANY PERFORMANCE PAYOUT (88% OF TARGET BONUS) | INDIVIDUAL PERFORMANCE ADJUSTMENT | TOTAL PAYOUT | | Mr. Lombardi | $1,150,000 | $1,012,000 | $0 | $1,012,000 | | Ms. Sacco | $375,000 | $330,000 | $0 | $330,000 | | Mr. Mekhail | $309,000 | $271,920 | $0 | $271,920 | | Mr. P’Pool | $265,000 | $233,200 | $23,320 | $256,520 | | Mr. Zerillo | $144,000 | $126,720 | $0 | $126,720 |

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

    The 2024 AIP payouts to our named executive officers also are set forth in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation table later in this Proxy Statement. EQUITY AWARDS Executive officers of the Company are eligible to receive annual equity awards under our Long-Term Incentive Plan (“2020 LTIP”). Awards under the 2020 LTIP help tie a significant portion of an executive officer’s long-term compensation directly to stock price appreciation realized by all our stockholders and aligns an executive officer’s interests with those of our stockholders. Under the 2020 LTIP, our executive officers may receive performance stock units and restricted stock units. Overall Philosophy and Objectives Regarding Equity Awards The Company views the above-mentioned equity awards as components of executive compensation that motivate and incentivize management to achieve the long-term performance goals (including stock price appreciation) of the Company and our stockholders. The Compensation and Talent Management Committee believes equity-based incentive compensation aligns executive and stockholder interests because:

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

    | ■ the use of multi-year vesting 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. |

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

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

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

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

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

    | 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%). ■ The actual payout is determined based on the Company’s actual performance aggregated over the three-year period on a sliding-scale between the minimum (threshold) amount and the maximum amount, inclusive of the target amount. ■ Participants can earn up to 200% of the target number of shares with exceptional performance. ■ If performance is below target, but above threshold, participants can earn 50% of their award. ■ If performance is below threshold, participants earn 0% of their award. | | Restricted Stock Units | Vest ratably over three years based on service. |

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

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

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

    The Performance Multiplier resulted in the distribution of 85,533 shares to Mr. Lombardi, 10,943 shares to Ms. Sacco, 5,472 shares to Mr. Mekhail, 5,737 shares to Mr. P’Pool and 3,894 shares to Mr. Zerillo from their May 2021 performance stock unit grants. Although the Company incurred numerous unanticipated financial impacts and other volatility resulting from the macroeconomic environment especially significant supply chain issues and high inflation, no upward adjustments were factored into the performance stock unit grant payout for fiscal year 2024 results. Please refer to Appendix A for a reconciliation of Non-GAAP Adjusted EBITDA to GAAP Net Income used to determine our May 2021 Performance Grant Payout.

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

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

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

    Are the Company’s directors and executive officers required to own a minimum amount of the Company’s common stock? Yes. The Board of Directors adopted Stock Ownership Guidelines for the directors and executive officers of the Company to align their interests with the Company’s stockholders. Each person subject to the Stock Ownership Guidelines is expected to be fully compliant with the guidelines by the date of the first Annual Meeting of Stockholders following the fifth anniversary of the date of employment as an executive officer of the Company or, for directors, the date of election to the Board. The following equity interests are included for purposes of determining compliance with the Stock Ownership Guidelines: ■ shares of the Company purchased on the open market or in privately negotiated transactions; ■ shares of the Company acquired by inheritance or gift or held by immediate family members or in trust for the benefit of the employee or family member; ■ after-tax shares of the Company acquired through vested restricted stock units and performance stock units; ■ 60% of vested options to the extent in-the-money — reflecting the approximate after-tax value of those shares; and ■ 60% of unvested restricted stock units and performance stock units that cliff vest, prorated to the extent full years of completed service or periods of performance, as applicable, at current projected performance multiple — reflecting the approximate after-tax value of those shares. ■ 100% of vested but deferred/unissued shares The following equity interests are not included for purposes of determining compliance with the Stock Ownership Guidelines: ■ unvested restricted stock and restricted stock units, except as provided above; ■ unvested stock options; and vested but not “in-the-money” stock options.

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

    | Prestige Consumer Healthcare Inc. 2024 Proxy Statement | 49 |

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

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

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

    Does the Company have a policy regarding hedging or pledging Company securities? Yes. The Company’s Insider Trading Policy prohibits hedging and limits any pledging by the Company’s directors, executive officers and employees. Does the Company have a policy regarding the recovery of incentive-based compensation paid to executive officers if the Company restates its financial statements? Yes. Pursuant to the Company’s Clawback Policy, in the event that the Company is required to restate its financial statements due to material non-compliance with any financial reporting requirement under the U.S. federal securities laws, the Company will, subject to the terms of the Clawback Policy, recover from executive officers any incentive-based compensation that was paid to or received by, or is to be paid to, executive officers for the three years immediately preceding the period for which the Company is required to restate its financial statements, insofar as such incentive compensation is a result of errors within the financial statements that are required to be restated. The amount of the incentive-based compensation that the Company will seek to recover is the difference between the amount of the incentive-based compensation received by executive officers based on the erroneous financial statements and the amount of incentive-based compensation that would have been paid to executive officers based on the financial statements as restated. Notwithstanding the foregoing, the Company is not obligated to pursue any recovery if the Board of Directors or applicable committee determines that the expected cost of recovery will exceed the amount to be recovered. What are the respective roles of the Compensation and Talent Management Committee, its consultant and the Company’s executive officers in determining executive compensation? Executive Officer Compensation. Mr. Lombardi, our Chair, President and Chief Executive Officer, with the assistance of certain members of senior management, participated in discussions with, and made recommendations to, the Compensation and Talent Management Committee regarding the setting of base salaries and cash and equity incentive plan compensation for the other executive officers. Mr. Lombardi was assisted by certain members of senior management and CAP in reviewing the competitive landscape for executive talent and structuring the types and levels of executive compensation for review by the Compensation and Talent Management Committee. Chief Executive Officer Compensation. The Compensation and Talent Management Committee and the Board of Directors are responsible for establishing the CEO’s compensation package. The Compensation and Talent Management Committee consulted with CAP, its independent compensation consultant, in determining the compensation to be awarded to Mr. Lombardi in 2024, and in determining his compensation program for 2025.

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

    | Prestige Consumer Healthcare Inc. 2024 Proxy Statement | 50 |

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

    COMPENSATION AND TALENT MANAGEMENT COMMITTEE REPORT COMPENSATION AND TALENT MANAGEMENT COMMITTEE REPORT This Compensation and Talent Management Committee report shall not be deemed incorporated by reference by any general statement incorporating by reference this Proxy Statement into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except to the extent that we specifically incorporate this information by reference, and shall not otherwise be deemed filed under the Securities Act and the Exchange Act. The Compensation and Talent Management Committee has reviewed and discussed the Compensation Discussion and Analysis with management. Based on its review and discussions of the Compensation Discussion and Analysis with management, the Compensation and Talent Management Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference into our Annual Report on Form 10-K for 2024.

  63. MEMBERS OF THE 2024 COMPENSATION AND TALENT MANAGEMENT COMMITTEE

    MEMBERS OF THE 2024 COMPENSATION AND TALENT MANAGEMENT COMMITTEE Dawn M. Zier (Chair) John E. Byom Celeste A. Clark John F. Kelly Natale S. Ricciardi

  64. MEMBERS OF THE 2024 COMPENSATION AND TALENT MANAGEMENT COMMITTEE

    | Prestige Consumer Healthcare Inc. 2024 Proxy Statement | 51 |

  65. MEMBERS OF THE 2024 COMPENSATION AND TALENT MANAGEMENT COMMITTEE

    Who are our Executive Officers? Our executive officers are as follows:

  66. MEMBERS OF THE 2024 COMPENSATION AND TALENT MANAGEMENT COMMITTEE

    | Ronald M. Lombardi Chair of the Board, President and Chief Executive Officer | Age: 60 | | | CAREER HIGHLIGHTS: Ronald M. Lombardi was elected Chair 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. |

  67. MEMBERS OF THE 2024 COMPENSATION AND TALENT MANAGEMENT COMMITTEE

    | Christine Sacco Chief Financial Officer | Age: 49 | | | 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 has been a licensed CPA. |

  68. MEMBERS OF THE 2024 COMPENSATION AND TALENT MANAGEMENT COMMITTEE

    | William C. P’Pool Senior Vice President, General Counsel and Corporate Secretary | Age: 58 | | | 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 in progressive leadership roles at Mead Johnson Nutrition Company, a nutritional products company, the last being Senior Vice President, General Counsel and Corporate Secretary. 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. |

  69. MEMBERS OF THE 2024 COMPENSATION AND TALENT MANAGEMENT COMMITTEE

    | Prestige Consumer Healthcare Inc. 2024 Proxy Statement | 52 |

  70. MEMBERS OF THE 2024 COMPENSATION AND TALENT MANAGEMENT COMMITTEE

    | Adel Mekhail Executive Vice President, Marketing & Sales | Age: 63 | | | 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 company, and from July 2015 to April 2017 he served as Vice President and General Manager, Private Brands Group and Vice President, Latin America. From November 2013 to July 2015, Mr. Mekhail served as Vice President, Asia Pacific at Energizer. He held other increasingly responsible marketing roles at Energizer from 2003 to 2013. Mr. Mekhail also served in sales and marketing roles for Pfizer and Warner Lambert from 1996 to 2003. In 2000, he moved from Australia to the United States for Pfizer. Mr. Mekhail earned his BS in Pharmaceutical Sciences from Tanta University in Egypt and his MBA from RMIT University in Melbourne, Australia. |

  71. MEMBERS OF THE 2024 COMPENSATION AND TALENT MANAGEMENT COMMITTEE

    | Jeffrey Zerillo Executive Vice President, Operations | Age: 63 | | | 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. |

  72. MEMBERS OF THE 2024 COMPENSATION AND TALENT MANAGEMENT COMMITTEE

    | Prestige Consumer Healthcare Inc. 2024 Proxy Statement | 53 |

  73. MEMBERS OF THE 2024 COMPENSATION AND TALENT MANAGEMENT COMMITTEE

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

  74. MEMBERS OF THE 2024 COMPENSATION AND TALENT MANAGEMENT COMMITTEE

    | NAME AND PRINCIPAL POSITION | FISCAL YEAR | SALARY ($) | BONUS ($) | STOCK AWARDS ($)(1) | OPTION AWARDS ($)(2) | NON-EQUITY INCENTIVE PLAN COMPENSATION ($)(3) | ALL OTHER COMPENSATION ($) | TOTAL ($) | | Ronald M. Lombardi Chair, President, and Chief Executive Officer | 2024 | 1,002,632 | | 3,700,034 | 0 | 1,012,000 | 48,467(4) | 5,763,133 | | | 2023 | 1,002,322 | | 3,600,031 | 0 | 934,000 | 46,756(4) | 5,583,109 | | | 2022 | 937,321 | | 3,299,970 | 0 | 1,750,000 | 44,226(4) | 6,031,517 | | Christine Sacco Chief Financial Officer | 2024 | 625,809 | | 1,029,965 | 0 | 330,000 | 15,075(5) | 2,000,849 | | | 2023 | 605,809 | | 666,712 | 333,327 | 339,042 | 14,062(5) | 1,958,952 | | | 2022 | 565,809 | | 633,298 | 316,669 | 682,410 | 13,219(5) | 2,211,405 | | Adel Mekhail Executive Vice President, Sales and Marketing | 2024 | 516,583 | | 515,013 | 0 | 271,920 | 15,018(5) | 1,318,534 | | | 2023 | 503,543 | | 333,356 | 166,663 | 280,200 | 14,197(5) | 1,297,959 | | | 2022 | 473,308 | | 316,694 | 158,335 | 485,040 | 13,117(5) | 1,446,494 | | William C. P’Pool Senior Vice President, General Counsel and | 2024 | 532,321 | | 540,014 | 0 | 256,520 | 15,030(5) | 1,343,885 | | | 2023 | 516,314 | | 346,647 | 173,324 | 240,038 | 13,623(5) | 1,289,946 | | | 2022 | 485,226 | | 332,032 | 166,002 | 456,918 | 13,196(5) | 1,453,374 | | Jeffrey Zerillo Senior Vice President, Operations | 2024 | 362,448 | | 360,009 | 0 | 126,720 | 13,750(5) | 862,927 | | | 2023 | 352,365 | | 233,349 | 116,663 | 130,760 | 13,781(5) | 846,918 | | | 2022 | 337,248 | | 225,374 | 112,661 | 230,480 | 13,156(5) | 918,885 |

  75. What are the special vesting provisions for equity awards?

    | Year | Summary Compensation Table Total for CEO(1) | Compensation Actually Paid to CEO(2) | Average Summary Compensation Table Total for non-CEO NEOs(1)(3) | Average Compensation Actually Paid to non-CEO NEOs(2)(3) | Value of Initial Fixed $100 Investment Based on: | | Net Income (in millions)(6) | | Adjusted EBITDA (in millions)(7) | | | | | | | Total Shareholder Return(4) | Peer Group Total Shareholder Return(4)(5) | | | | | 2024 | $5,763,133 | $9,714,056 | $1,381,549 | $1,689,898 | $197.77 | $142.58 | | 209,340 | $373.9 | | 2023 | $5,583,109 | $9,544,538 | $1,348,444 | $1,900,028 | $170.74 | $135.28 | -$ | 82,306 | $378.1 | | 2022 | $6,031,517 | $9,906,721 | $1,507,548 | $2,034,984 | $144.33 | $159.41 | | 205,381 | $367.7 | | 2021 | $5,148,033 | $6,117,711 | $1,244,311 | $1,512,287 | $120.18 | $160.16 | | 164,682 | $331.3 |

  76. What are the special vesting provisions for equity awards?

    | Reconciliation of Summary Compensation Totals and Compensation Actually Paid | | 2024 | | | | 2023 | | 2022 | | 2021 | | | | | CEO | | Average Non-CEO NEOs | | CEO | Average Non-CEO NEOs | CEO | Average Non-CEO NEOs | CEO | Average Non-CEO NEOs | | Summary Compensation Table Total | | | 5,763,133 | | 1,381,549 | $5,583,109 | $1,348,444 | $6,031,517 | $1,507,548 | $5,148,033 | $1,244,311 | | - Stock and Option Awards(a) | | | 3,700,034 | | 611,250 | $3,600,031 | $592,510 | $3,299,970 | $565,266 | $3,127,475 | $507,589 | | Equity Award Adjustments(b) | + Year End Fair Value of Equity Awards Granted in the Applicable Year | | 4,349,174 | | 718,489 | $4,139,342 | $718,300 | $3,940,907 | $735,436 | $3,390,325 | $583,912 | | | + Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that are Unvested at Year End | | 3,372,800 | | 274,980 | $3,171,807 | $365,822 | $3,085,508 | $315,689 | $582,640 | $151,858 | | | + Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | -$ | 71,018 | -$ | 73,869 | $250,311 | $59,972 | $148,759 | $41,577 | $124,187 | $39,795 | | Compensation Actually Paid | | | 9,714,056 | | 1,689,898 | $9,544,538 | $1,900,028 | $9,906,721 | $2,034,984 | $6,117,711 | $1,512,287 |

  77. Pay vs TSR

    | NAME | FEES EARNED OR PAID IN CASH ($) | STOCK AWARDS ($)(1) | TOTAL ($) | | Mr. Byom | 123,333 | 150,000 | 273,333 | | Ms. Clark | 107,083 | 150,000 | 257,083 | | Mr. D’Arecca | 47,916 | 150,000 | 197,916 | | Ms. Hopkins | 93,333 | 150,000 | 243,333 | | Mr. Ricciardi | 93,333 | 150,000 | 243,333 | | Ms. Zier | 110,625 | 150,000 | 260,625 |