DEF 14A of Edgewell Personal Care Co, Dec 22, 2025

DEF 14A of Edgewell Personal Care Co

Filed Dec 22, 2025 · FY20250001104659-25-123567

Open on EDGAR

  1. Director Nominees (standing for election for a term expiring in 2027)

    Director Nominees (standing for election for a term expiring in 2027)

  2. Director Nominees (standing for election for a term expiring in 2027)

    | Name | Age | Professional Background | Board Committees | | Robert W. Black | 66 | Executive Advisor Partner, WindPoint Partners and Chair, RTIC Outdoors | Audit, HC&CC | | George R. Corbin | 61 | Venture Partner, NextGen Venture Partners | Audit, HC&CC | | Carla C. Hendra | 69 | Former Global Chief Executive Officer, Ogilvy Consulting | Corporate Governance, HC&CC | | John C. Hunter, III | 78 | Former Chair, President, and Chief Executive Officer, Solutia, Inc. | Non-Executive Chairman of the Board, Audit | | Rod R. Little | 56 | President and Chief Executive Officer, Edgewell Personal Care Company | | | Rakesh Sachdev | 69 | Former Chief Executive Officer, Platform Specialty Products Corporation and Sigma Aldrich Corporation | Corporate Governance, HC&CC (Chair) | | Swan Sit | 48 | Sole Owner, Swan Sit, LLC | Corporate Governance, HC&CC | | Stephanie Stahl | 58 | Senior Advisor, Boston Consulting Group | Corporate Governance, HC&CC | | Gary K. Waring | 66 | Former Assurance Partner, Ernst & Young LLP | Audit (Chair), Corporate Governance |

  3. Director Nominees (standing for election for a term expiring in 2027)

    | | Edgewell | 2025 Proxy Statement | 1 |

  4. INFORMATION ABOUT NOMINEES FOR DIRECTOR

    INFORMATION ABOUT NOMINEES FOR DIRECTOR Please review the following information about the nominees who are all standing for election at the 2026 Annual Meeting for a term expiring at the 2027 Annual Meeting. Current director, James C. Johnson, has not been nominated for re-election at the 2026 Annual Meeting.

  5. INFORMATION ABOUT NOMINEES FOR DIRECTOR

    | Director since 2018 Board Committees: • Audit • HC&CC | Robert W. Black Mr. Black brings extensive international business, digital commerce, strategy, operations, and innovation experience to our Board. At Kimberly-Clark, he reconfigured the enterprise strategy, business portfolio and innovation pipelines, as well as led the re-structuring and subsequent rapid growth of International. Mr. Black led the transformation of the Steelcase International business through acquisitions, rationalized branding, reconfiguration of the organization and the launch of new products. Mr. Black is the Chair of RTIC Outdoors, a direct-to-consumer retailer of outdoor gear. Mr. Black does not currently serve on any other public company board. | | | | Current and Previous Experience • WindPoint Partners (since 2013), a private equity firm • Executive Advisor Partner • Kimberly-Clark (2006-2012), a consumer goods and personal care company • Group President • Chief Strategy Officer and Chief Innovation Officer | Past Public Company Boards • LF Capital Acquisition II (2021-2023) • Annie’s, Inc. (2014-2015) Education • BS, Management, State University of New York at Buffalo • MBA, Harvard Business School |

  6. INFORMATION ABOUT NOMINEES FOR DIRECTOR

    | Director since 2018 Board Committees: • Audit • HC&CC | George R. Corbin Mr. Corbin brings extensive disruptive innovation, digital commerce, technology, business transformation, marketing, and operations experience to our Board. He has served as Chief Digital Officer and top digital executive for some of the world’s most iconic brands, including Mars, Incorporated, where he served as both Chief Digital Officer and in a non-director capacity on the Board’s Digital Subcommittee. Prior to Mars, Incorporated, he was Senior Vice President of Digital at Marriott International, where he built a $14 billion digital business and led the company’s global-scale digital transformation. Mr. Corbin serves as a venture partner at NextGen Venture Partners. He also served as Chief Operating Officer for travel technology startup, MyRiva. Mr. Corbin was named to the NACD Directorship 100 in 2024. He serves on the faculty of the National Association of Corporate Directors, where he also holds a Professional Director Certification. Mr. Corbin does not currently serve on any other public company board. | | | | Current and Previous Experience • NextGen Venture Partners (since 2019), an investment firm • Venture Partner • MyRiva (2021-2023), a business travel marketplace • Chief Operating Officer • Mars, Incorporated (2017-2019), a manufacturer of food products • Chief Digital Officer | • Marriott International (2002-2017), an operator, franchisor of lodging brands • Senior Vice President, Digital • Vice President, Digital Strategy, Global eMarketing, Global eCommerce Services & International eCommerce • Vice President Digital Strategy Education • BS, Geology, University of California Davis • MBA, Harvard Business School |

  7. INFORMATION ABOUT NOMINEES FOR DIRECTOR

    | | Edgewell | 2025 Proxy Statement | 5 |

  8. INFORMATION ABOUT NOMINEES FOR DIRECTOR

    | Director since 2015 Board Committees: • Corporate Governance • HC&CC | Carla C. Hendra Ms. Hendra brings to our Board extensive experience in marketing, advertising and strategic consulting which gives her insights into commercial issues such as brand strategy, digital marketing, data and analytics, and long-term planning. Ms. Hendra previously served as Global Chief Executive Officer of Ogilvy Consulting, the global strategy consulting and innovation arm of the Ogilvy Group, before her retirement in January 2024. Ms. Hendra does not currently serve on any other public company board. | | | | Previous Experience • The Ogilvy Group (1996-2024), an advertising, marketing, and public relations agency • Global Chief Executive Officer, Ogilvy Consulting (2011-2024) • Chief Digital Officer, Ogilvy Worldwide (2016-2020) • CEO, Ogilvy North America (2005-2010) • President, OgilvyOne North America (1999-2005) | Past Public Company Boards • Caleres, Inc. (2005-2024) • Nominating & Governance Committee • Technology Committee • Unica (2007-2010) • Governance Committee Education • BA, Humanities, University of Chicago • Textile Design, Fashion Institute of Technology, New York City • Graduate Diploma in Art & Design, Royal College of Art |

  9. INFORMATION ABOUT NOMINEES FOR DIRECTOR

    | Director since 2005 Non-Executive Chairman since March 2019 Board Committees: • Audit | John C. Hunter, III Mr. Hunter was elected as our Non-Executive Chairman of the Board in March 2019. He brings to our Board insightful risk management experience and his extensive experience as a director also provides him with insight into effective compensation plan design and a thorough understanding of current issues, trends, and concerns in executive compensation. Mr. Hunter retired from Solutia, Inc. in 2004. During his career with Solutia, he gained many years of experience in the specialty chemicals business and obtained an in-depth knowledge of environmental, regulatory and sustainability issues. Mr. Hunter does not currently serve on any other public company board. | | | | Previous Experience • Solutia, Inc. (1999-2004), a manufacturer of materials and specialty chemicals • Chair, President, and Chief Executive Officer | Past Public Company Boards • KMG Chemicals, Inc. (2014-2019) • Penford, Inc. (2014-2019) • Hercules/Ashland (2008-2016) Education • BSChE, Georgia Institute of Technology • MBA, University of Houston |

  10. INFORMATION ABOUT NOMINEES FOR DIRECTOR

    | 6 | | Edgewell | 2025 Proxy Statement |

  11. INFORMATION ABOUT NOMINEES FOR DIRECTOR

    | Director since 2019 | Rod R. Little President and Chief Executive Officer, Edgewell Personal Care Company Mr. Little has been our President and Chief Executive Officer since March 2019. From March 2018 to March 2019, Mr. Little served as our Chief Financial Officer. Mr. Little brings more than 20 years of global experience in CPG organizations to our Board, significant public company experience, and a strong track record of driving results. As our CFO, he was responsible for the global finance and IT organizations. This combination of experience and deep industry knowledge allow Mr. Little to bring unique insights and perspectives to our Board. | | | | Previous Experience • HSN, Inc. (2017), a live social shopping company • Chief Financial Officer • Elizabeth Arden (2014-2016), a cosmetics, skin care, and fragrance company • Executive Vice President & Chief Financial Officer • Procter & Gamble (1997-2014), a consumer goods corporation • Various Finance positions | Public Company Boards • Victoria’s Secret & Co. (since 2023) • Human Capital & Compensation Committee Education • BS, Business Management, United States Air Force Academy • MBA, Finance, University of Pittsburgh |

  12. INFORMATION ABOUT NOMINEES FOR DIRECTOR

    | Director since 2015 Board Committees: • Corporate Governance • HC&CC (Chair) | Rakesh Sachdev Mr. Sachdev brings experience as both a chief executive officer and a chief financial officer to our Board. As a previous CEO of two public companies, he brings skills and valuable expertise in global management, mergers and acquisitions, and finance. His knowledge of operations, finance, accounting principles and financial reporting rules and regulations, his experience in evaluating financial results and generally overseeing the financial reporting processes of a large public company, provide substantial insights to our Board. Mr. Sachdev acts as an advisor to New Mountain Capital and certain of their portfolio companies. In the past, Mr. Sachdev has served as the Chairman of the Federal Reserve Bank of St. Louis. | | | | Previous Experience • Platform Specialty Products Corporation (now Element Solutions, Inc.) (2016-2019), a specialty chemicals company • Chief Executive Officer • Sigma-Aldrich Corporation (2008-2015), a science, and technology company • President and Chief Executive Officer • Chief Financial Officer and Chief Administrative Officer Past Public Company Boards • Element Solutions, Inc. (2019-2020) • Platform Specialty Products Corporation (2016-2019) • Sigma Aldrich Corporation (2010-2015) • Avantor, Inc. (2019-2021) | Public Company Boards • HERC Holding (since 2021) • Audit Committee • Axalta Coating Systems (since 2020) • Chairman of the Board • Regal Rexnord Corporation (since 2007) • Compensation Committee Education • B.Tech, Mechanical Engineering, Indian Institute of Technology, Delhi • MBA, Business, Indiana University • MS, Mechanical Engineering, University of Illinois at Urbana-Champaign |

  13. INFORMATION ABOUT NOMINEES FOR DIRECTOR

    | | Edgewell | 2025 Proxy Statement | 7 |

  14. INFORMATION ABOUT NOMINEES FOR DIRECTOR

    | Director since 2020 Board Committees: • Corporate Governance • HC&CC | Swan Sit Ms. Sit brings extensive experience in digital transformation, digital strategy, marketing, and disruptive innovation to our Board. Ms. Sit currently acts as an independent business consultant to a number of private and public companies on various digital, marketing, and strategic initiatives. She is also a public speaker and content creator in the areas of business and technology. In her prior roles, Ms. Sit has built front-end consumer experiences across ecommerce, omnichannel, mobile, media, social, apps and innovation as well as integrated back-end operations. | | | | Current and Previous Experience • Swan Co., LLC (since 2019), a consulting business • Nike (2018-2019), a global sports and athleticwear brand • Vice President, Global Digital Marketing • Vice President, Digital Capabilities, Business Operations & Service • Revlon & Elizabeth Arden (2015-2017), a cosmetics, skin care, and fragrance company • Vice President, Global Digital | Public Company Boards • Novabay Pharmaceuticals, Inc. (since 2019) • Corporate Governance Committee • Compensation Committee • Audit Committee Education • BA, Economics, Harvard University • MBA, Columbia Business School |

  15. INFORMATION ABOUT NOMINEES FOR DIRECTOR

    | Director since 2024 Board Committees: • Corporate Governance • HC&CC | Stephanie Stahl Ms. Stahl brings significant marketing and strategy experience to our Board. She has significant business transformation, post-merger integration and public board leadership including M&A and activist expertise. Ms. Stahl was formerly Executive Vice President, Marketing & Strategy Officer at Coach, Inc. and Executive Vice President and Chief Marketing & Strategy Officer at Revlon, Inc. and a partner and managing director at Boston Consulting Group. At Coach, Ms. Stahl led the creation of global brand strategy, messaging, marketing planning, development, and implementation. She is the Co-Founder and former CEO of Ace of Air, a circular beauty and wellness brand, and is a Senior Advisor to Boston Consulting Group, Consumer & Climate. Ms. Stahl serves on three public company boards: Dollar Tree, Inc., where she chairs the Sustainability and Corporate Social Responsibility Committee, Carters, Inc., and Newell Brands Inc. She previously served on the boards of Knoll, Inc., where she chaired the Nominating, Governance and ESG Committee, and Founders Table, an L Catterton portfolio company. | | | | Current and Previous Experience • Studio Pegasus LLC (since 2015), an investment, and advisory company • Boston Consulting Group, a consulting firm • Senior Advisor & Executive Coach (since 2022) • Partner & Managing Director (1992-2003) • Coach, Inc. (2012-2015), a fashion house • Executive Vice President, Global Marketing & Strategy • Ace of Air (2017-2021), a beauty and wellness brand • Chief Executive Officer • Revlon (2003-2006), a cosmetics, skin care, and fragrance company • Executive Vice President & Chief Marketing and Strategy Officer | Public Company Boards • Dollar Tree, Inc. (since 2018) • Sustainability & Corp Social Responsibility Committee (Chair) • Carter’s Inc. (since 2022) • Business Transformation Committee • Newell Brands Inc. (since 2023) Past Public Company Boards • Knoll (2013-2021) Education • BS, Quantitative Economics, Stanford University • MBA, Harvard Business School • Masters, Sustainability, Harvard University |

  16. INFORMATION ABOUT NOMINEES FOR DIRECTOR

    | 8 | | Edgewell | 2025 Proxy Statement |

  17. INFORMATION ABOUT NOMINEES FOR DIRECTOR

    | Director since 2018 Board Committees: • Audit (Chair) • Corporate Governance | Gary Waring Mr. Waring brings to our Board extensive knowledge of financial accounting and reporting and the development of internal controls over financial reporting, as well as experience in strategic consulting and advising with acquisitions, divestitures, restructurings, and regulatory matters. Mr. Waring retired from Ernst & Young LLP in 2017 after serving more than 35 years with the firm in various positions including coordinating audit and business advisory services for more than 200 clients in the consumer products, retail, distribution, manufacturing, and technology industries. Mr. Waring does not currently serve on any other public company board. | | | | Previous Experience • Ernst & Young LLP (1981-2017), a professional services company • Assurance Partner | Education • BA, Accounting, Wittenberg University • Retired CPA • Former Member, American Institute of Certified Public Accountants • Former Member, California Society of Certified Public Accountants |

  18. INFORMATION ABOUT NOMINEES FOR DIRECTOR

    | | Edgewell | 2025 Proxy Statement | 9 |

  19. NON-EMPLOYEE DIRECTOR COMPENSATION

    NON-EMPLOYEE DIRECTOR COMPENSATION We provided several elements of compensation to our directors for service on our Board during fiscal 2025 as shown in the table below. The Corporate Governance Committee, which makes recommendations to the full Board regarding director compensation, strives to set director compensation at the 50th percentile of the peer group. This peer group, which can be found under “Executive Compensation — Compensation Discussion and Analysis — Compensation Benchmarking,” has been selected for purposes of evaluating our executive compensation based on market data provided by the independent consultant, Meridian Compensation Partners, LLC (“Meridian”). Following discussion and consultation with Meridian, in October 2024, the Board approved a $5,000 increase to the annual retainer amount and a $15,000 increase to the annual RSE amount to better align non-executive director compensation the average total compensation with the peer median.

  20. NON-EMPLOYEE DIRECTOR COMPENSATION

    | Elements of Non-Employee Director Compensation for Fiscal 2025 | | | Compensation Elements | Compensation Amounts | | Annual Retainer (1) | $105,000 | | Chair of the Board Additional Annual Retainer | $115,000 | | Committee Chair Annual Retainers | | | Audit Committee | $20,000 | | HC&CC | $20,000 | | Corporate Governance Committee | $20,000 | | Annual Restricted Stock Equivalent Award (2) | $160,000 | | New Director Restricted Stock Equivalent Award (3) | $100,000 |

  21. NON-EMPLOYEE DIRECTOR COMPENSATION

    (1) All non-employee directors receive an annual retainer for serving on our Board and its committees. Mr. Little receives no compensation for his service on our Board other than his compensation as the President and Chief Executive Officer of our Company. (2) All non-employee directors receive an annual restricted stock equivalent award under our Second 2018 Amended & Restated Stock Incentive Plan (“2nd A&R 2018 Plan”) immediately following the annual meeting of shareholders. This award vests one day prior to the following year’s annual meeting. Directors have the option to defer the delivery of shares upon vesting of this award. (3) New non-employee directors that may be appointed or elected to our Board receive an initial restricted stock equivalent award. This award vests three years from the date of grant. Non-employee directors are permitted to defer all or a portion of their retainers and fees under the terms of our deferred compensation plan. Deferrals may be made into (i) the Edgewell common stock unit fund, which tracks the value of our common stock; or (ii) the prime rate option, under which deferrals are credited with interest at the prime rate quoted by The Wall Street Journal. Deferrals in the deferred compensation plan are paid out in a lump sum in cash within 60 days following the director’s termination of service on the Board.

  22. NON-EMPLOYEE DIRECTOR COMPENSATION

    | | Edgewell | 2025 Proxy Statement | 19 |

  23. NON-EMPLOYEE DIRECTOR COMPENSATION FOR FISCAL 2025

    NON-EMPLOYEE DIRECTOR COMPENSATION FOR FISCAL 2025

  24. NON-EMPLOYEE DIRECTOR COMPENSATION FOR FISCAL 2025

    | Name | Fees Earned or Paid in Cash ($) (1) | Stock Awards ($) (2) | All Other Compensation ($) (3)(4) | Total ($) | | Robert W. Black | $103,750 | $160,000 | $0 | $263,750 | | George R. Corbin | $103,750 | $160,000 | $0 | $263,750 | | Carla C. Hendra | $103,750 | $160,000 | $0 | $263,750 | | John C. Hunter, III | $218,750 | $160,000 | $0 | $378,750 | | James C. Johnson | $123,750 | $160,000 | $0 | $283,750 | | Rakesh Sachdev | $123,750 | $160,000 | $0 | $283,750 | | Swan Sit | $103,750 | $160,000 | $0 | $263,750 | | Stephanie Stahl | $103,750 | $160,000 | $0 | $263,750 | | Gary K. Waring | $123,750 | $160,000 | $0 | $283,750 | | Joseph O’Leary (5) | $33,750 | $0 | $10,360 | $44,110 |

  25. NON-EMPLOYEE DIRECTOR COMPENSATION FOR FISCAL 2025

    (1) This column reflects retainers earned during fiscal 2025. Ms. Sit elected a partial deferral of the cash retainer fees paid to her in fiscal 2025. (2) This column reflects the aggregate grant date fair value, in accordance with FASB, ASC Section 718, of the RSE awards granted on February 6, 2025 under our 2nd A&R 2018 Plan as described in the narrative above. Refer to “Note 15. Share-Based Payments” of the Notes to Consolidated Financial Statements of our Annual Report on Form 10-K for the fiscal year ended September 30, 2025 for further discussion. The number of unvested RSEs held by our directors as of September 30, 2025, was as follows: Messrs. Black, Corbin, Hunter, Johnson, Sachdev, and Waring and Mss. Hendra and Sit, 4,999; and Ms. Stahl, 7,772 (2,773 and 4,999 shares granted on September 10, 2024 and February 6, 2025, respectively). (3) The following items are not included within the above disclosure of director compensation: (i) The directors are covered under the terms of our general directors’ and officers’ liability insurance policies, the premiums for which are a general expense of our Company. We do not obtain a specific policy for each director or for the directors as a group. (ii) We provide transportation and lodging for out-of-town directors attending Board and committee meetings. (iii) The non-employee directors may be provided from time to time with samples of our products with an incremental cost of less than $50. (4) This column reflects dividends payable to the non-employee directors for vested accrued restricted stock equivalents. Mr. O’Leary retired from the Board on February 5, 2025.

  26. NON-EMPLOYEE DIRECTOR COMPENSATION FOR FISCAL 2025

    | 20 | | Edgewell | 2025 Proxy Statement |

  27. Principles of the Edgewell Compensation Program

    We strive to attract and retain strong executive leaders and to design total compensation packages which we believe will serve to retain key executives and remain competitive in attracting new employees; and • Alignment of our executive officers’ interests with those of our shareholders by linking a significant portion of total compensation to shareholder value creation, with our executive leadership’s performance outcome tied to our stock performance that is benchmarked against a selected peer group which we believe incentivizes sustained company performance as measured by operating results and total shareholder return. Discussed below are the principles that underlie our compensation philosophy.

  28. Corporate Governance Practices

    | WHAT WE DO | ✓ Deliver executive compensation primarily through performance-based at-risk pay, with a balance of annual and longer-term incentives. ✓ Maintain a peer group for benchmarking executive pay. ✓ Place a cap on payout levels for bonuses and performance awards. ✓ Tie certain performance metrics for the executive compensation program to key, auditable measures. ✓ Set performance goals at levels that are sufficiently high to encourage strong performance, but within reasonably attainable parameters intended to discourage pursuit of excessively risky business strategies. ✓ When appropriate, exercise negative discretion to reduce incentive payments in certain circumstances when determining performance-based compensation. ✓ Maintain a recoupment (clawback) policy, as well as an anti-hedging/pledging policy. ✓ Require share ownership and retention guidelines for executive officers. ✓ Use “double-trigger” change in control arrangements (rather than “single-trigger” benefits). ✓ Use an independent consultant to advise on compensation levels, trends and practices and assist the board in assessing the level of risk created by or embedded in our various compensation and benefit plans. |

  29. Corporate Governance Practices

    | WHAT WE DO NOT DO | ✘ Guarantee annual salary increases or bonuses. ✘ Allow directors or executives to engage in hedging or pledging of securities. ✘ Reward executives for excessive, inappropriate, or unnecessary risk-taking. ✘ Provide tax gross ups. ✘ Allow repricing of stock options without shareholder approvals. ✘ Allow excessive perquisites. |

  30. Compensation Benchmarking

    Compensation Benchmarking Meridian, with direction from the HC&CC and input from management, develops a custom peer group of companies for benchmarking our executive compensation program. Peer companies are selected based on a variety of criteria, including consumer products businesses, businesses with a strong brand focus, competitors for executive talent, businesses similar to Edgewell in terms of revenues and market capitalization, and externally referenced peers from proxy advisory firms and reverse peers. At the time of approval in August 2024, Edgewell ranked near the median of our executive compensation peer group on revenue, market cap, and EBITDA. Each key component of compensation, including base salary, target annual bonus, target total cash compensation, and target grant date value of long-term incentives, is benchmarked against this custom peer group. The HC&CC retained Meridian after evaluating Meridian’s independence pursuant to the requirements of NYSE and SEC rules and has determined that Meridian does not have any conflicts of interest in advising the HC&CC or the Corporate Governance Committee. For fiscal 2025, Fossil Group, Inc., Tupperware Brands, and Post Holdings, Inc. were removed due either to size or performance considerations. e.l.f. Beauty, Inc. and Reynolds Consumer Products, Inc. were added based on appropriateness in terms of size and reasonableness in terms of business fit. The custom peer group of 16 companies approved by the HC&CC for fiscal 2025 was comprised of the following companies:

  31. Compensation Benchmarking

    | ■ Church & Dwight Co., Inc. | ■ Helen of Troy Limited | ■ Sleep Number Corporation | | ■ Coty Inc. | ■ Nu Skin Enterprises, Inc. | ■ Spectrum Brands Holdings, Inc. | | ■ Energizer Holdings, Inc. | ■ Oxford Industries, Inc. | ■ The Clorox Company | | ■ e.l.f. Beauty, Inc. | ■ Prestige Consumer Healthcare, Inc. | ■ The Hain Celestial Group, Inc. | | ■ HanesBrands, Inc. | ■ Reynolds Consumer Products Inc. | ■ USANA Health Sciences | | ■ Hasbro, Inc. | | |

  32. Compensation Benchmarking

    | | Edgewell | 2025 Proxy Statement | 27 |

  33. Elements of Compensation

    | | Base Salary | Annual Cash Bonus | Long-term Incentives | | | | | | RSE Awards | PRSE Awards | | Purpose | Attract and retain key individuals while reflecting contribution, background, knowledge, skills, and performance | Incentivize achievement of Company financial goals and individual performance | Align NEO and shareholder interests by tying a significant portion of compensation to the value and performance of our common stock | Align NEO and shareholder interests by promoting achievement of longer-term company-wide performance goals | | Performance Period | – – – – – | One Year 10/1/2024 – 9/30/2025 | Three Year Vesting Ratably | Three Year Cliff Vesting 10/1/2024 – 9/30/2027 | | Performance Metrics | – – – – – | • Adjusted EBITDA • Adjusted Net Sales • Strategic Priorities | Time-vesting RSE awards will vest in equal installments on each of the first three anniversaries of the grant date | Relative Total Shareholder Return |

  34. Elements of Compensation

    Base Salary. At the beginning of each fiscal year, the HC&CC establishes the salaries of the executive officers (other than our CEO) based on several factors, including peer group data, the executive’s performance and potential, retention considerations, and the recommendations of our CEO. These recommendations are based on, among other factors, an assessment of the individual’s responsibilities, experience, and individual performance. The salary of our CEO is set by the Board, based upon the recommendation of the HC&CC. Meridian, without input from management, provides the HC&CC with a competitive market analysis, based on the approved peer group for salary, bonus and long-term incentive award levels. The HC&CC uses this information, along with its analysis of the performance and contributions of our CEO against performance goals, to recommend to our Board an appropriate salary for our CEO.

  35. Short-Term Incentive Program — Annual Cash Bonus

    Short-Term Incentive Program — Annual Cash Bonus Executive Officer Bonus Program Annual cash bonuses to our NEOs are based on a percentage of the executive’s annual salary and adjusted based on performance as compared to metrics reviewed and approved by the HC&CC. The executive annual bonus program for fiscal 2025 (the “Executive Officer Bonus Program”) was designed to measure Company-wide performance against three metrics: • Adjusted EBITDA (40% of the bonus target); • Adjusted Net Sales (40% of the bonus target); and • Strategic Priorities (20% of the bonus target), The metrics and targets for the Executive Officer Bonus Program were chosen based on fulfilling our Company’s business plan for fiscal 2025 and to ensure alignment with shareholder interests. We chose Adjusted EBITDA to emphasize profit growth and Adjusted Net Sales to emphasize top line growth. We selected Strategic Priorities in order to emphasize a tight alignment by our executives around a clear set of enterprise priorities that have a meaningful impact on the business. The performance goals for each metric were approved by the HC&CC at the beginning of fiscal 2025. Individual bonus targets for each of the executive officers were established using peer group market data provided by Meridian along with internal benchmarks for comparable roles. The following bonus targets, defined as a percentage of the individual’s base salary for the term of the bonus program, were established for fiscal 2025:

  36. Short-Term Incentive Program — Annual Cash Bonus

    | Name | Bonus Target as a Percentage of Base Salary | | Mr. Little | 125% | | Ms. Weissman | 65% | | Ms. Spence | 80% | | Mr. Hibbert | 75% | | Ms. Langley | 75% | | Mr. Sullivan | 90% |

  37. Short-Term Incentive Program — Annual Cash Bonus

    During fiscal 2025, in response to a rapidly evolving marketplace, including new developments in tariff policy and foreign exchange volatility and their significant ripple effects across our business, the HC&CC approved a bifurcation of the financial performance goals (Adjusted EBITDA and Adjusted Net Sales) into two separate measurement periods. This

  38. Short-Term Incentive Program — Annual Cash Bonus

    | | Edgewell | 2025 Proxy Statement | 29 |

  39. Short-Term Incentive Program — Annual Cash Bonus

    change was made to ensure the Company could fairly recognize our Executive Officers for their efforts and results amid evolving internal and external challenges and priorities. For the 20% strategic priorities component, the HC&CC initially approved the following in October 2024: Supply Chain Optimization, Improvement of Innovation and Effective Cash Flow Management. However, given the critical importance of our North America Transformation initiative, which was launched during fiscal 2025, management recommended, and the HC&CC approved, the replacement of Cash Flow Management with Successful Execution of North America Transformation as a strategic priority in June 2025. The first half of fiscal 2025 (“H12025”) was based on the original goals (threshold, target, and max) approved by the HC&CC at the beginning of the year but truncated to reflect 6-month goals and actual results. For the second half of fiscal 2025 (“H22025”), the HC&CC established 6-month target goals aligned to the original full-year targets but established wider threshold-stretch range to account for the unexpected and ongoing business uncertainty driven by external factors. However, payout opportunities were also proportionally adjusted below threshold, as discussed in more detail below. For the Executive Officer Bonus Program for H12025, the combined weighted payout for the NEOs was 72.4% out of a total potential target amount of 80%, based on outcomes under the following two financial performance metrics and the strategic priorities metric noted below:

  40. Short-Term Incentive Program — Annual Cash Bonus

    | | % of Bonus | Performance Range | | | | Award Percentage Payout | | | | Threshold (% of Target) | Target | Stretch (% of Target) | H12025 Actual Performance Achievement | | | Adjusted EBITDA | 40% | $138 million (94%) | $146 million | $154 million (106%) | $145.2 million (95.8%) | 38.3% | | Adjusted Net Sales | 40% | $1,067 million (98%) | $1,085 million | $1,139 million (105%) | $1,079.6 million (85.1%) | 34.0% |

  41. Short-Term Incentive Program — Annual Cash Bonus

    For the Executive Officer Bonus Program for H22025, the combined weighted payout for the named executive officers was 32.5% out of a total potential target amount of 80%, based on outcomes under the following two financial performance metrics:

  42. Short-Term Incentive Program — Annual Cash Bonus

    | | % of Bonus | Performance Range | | | | Award Percentage Payout | | | | Threshold (% of Target) | Target | Stretch (% of Target) | H22025 Actual Performance Achievement | | | Adjusted EBITDA | 40% | $173 million (80%) | $216 million | $259 million (120%) | $156.8 million (0%) | 0% | | Adjusted Net Sales | 40% | $1,026 million (85%) | $1,207 million | $1,388 million (115%) | $1,161.7 million (81.2%) | 32.5% |

  43. Short-Term Incentive Program — Annual Cash Bonus

    | | % of Bonus | Performance Range | | | | | | | Priority | Weighting | FY25 Actual Performance Achievement | Award Percentage Payout | | Strategic Priorities | 20% | Optimization of Supply Chain | 33.3% | 100% | 100% | | | | Improvement of Innovation Capability | 33.3% | 100% | | | | | Successful Execution of North America Transformation (replaced Effective Cash Flow Management) | 33.3% | 100% | |

  44. Short-Term Incentive Program — Annual Cash Bonus

    | 30 | | Edgewell | 2025 Proxy Statement |

  45. Short-Term Incentive Program — Annual Cash Bonus

    For the “Optimization of Supply Chain” strategic priority, the Company achieved the goal of portfolio simplification within key project timelines with respect to timing, cost, quality, and quantity. For the “Improvement of Innovation Capability” strategic priority, innovation initiatives delivered on the incremental net sales target for fiscal 2025 while identifying improvements and areas of opportunity. Finally, for the “Successful Execution of North America Transformation” strategic priority, the Company’s executive officers successfully transitioned to a new, more efficient leadership structure with the aim of improving upon sales and market share trends.

  46. Short-Term Incentive Program — Annual Cash Bonus

    | | Adjusted Net Sales | Adjusted EBITDA | Strategic Priorities | | Payout % | 83.1% | 47.9% | 100% | | Weighting | 40% | 40% | 20% | | Weighted Payout | 33.3% | 19.2% | 20% | | | Total Adjusted Payout | 72.4% | |

  47. Short-Term Incentive Program — Annual Cash Bonus

    While the Company made meaningful progress on the operational elements of the North America Transformation initiative in 2025, the previously approved Effective Cash Flow Management strategic priority was not achieved. In recognition of these mixed results, and at the request of management, the HC&CC approved negative discretion, reducing the final payout to 66%, a reduction from the final formulaic payout of 72.4%. This adjustment reflects success in executing key transformation actions, but also acknowledges that the overall financial outcomes, particularly in cash flow, did not meet established targets. Bonus payouts increase relative to final results between the goals indicated with maximum bonus at stretch. No bonuses are paid for results below the threshold goal. For H12025, the payout at threshold for Adjusted EBITDA and Adjusted Net Sales was 50% of target. For H22025, the payout at threshold for Adjusted EBITDA and Adjusted Net Sales was set lower at 25% of target, in conjunction with lowering the threshold performance goals. The maximum payout for the financial goals (Adjusted EBITDA and Adjusted Net Sales) for both H12025 and H22025 was 225% of target and the maximum payout for strategic priorities was 100% of target. Thus, the total bonus payout is capped at 200% for Company performance at, or above, the stretch goal. The Company uses non-GAAP information internally to make operating decisions and believes it is helpful to investors because it allows more meaningful period-to-period comparisons of ongoing operating results. The information can also be used to perform analysis and to better identify operating trends that may otherwise be masked or distorted by the types of items that are excluded. The Company utilizes “adjusted” non-GAAP measures which exclude items considered by the Company as unusual or non-recurring, and which may have a disproportionate positive or negative impact on the Company’s financial results in any particular period. Adjusted EBITDA Adjusted EBITDA means our Company’s EBITDA determined in accordance with U.S. generally accepted accounting principles (“GAAP”), subject to adjustment for costs associated with restructuring and related costs; acquisition and integration costs; regulatory costs; legal fees; commercial realignment; vendor bankruptcy; depreciation; investment revaluation; lease liability remeasurement; and other project and related costs. The HC&CC determined that, for purposes of the plan, Adjusted EBITDA for H12025 was $145.2 million, resulting in awards payable under the plan at 38.3% of target with respect to this performance metric. Adjusted EBITDA for H22025 was $156.8 million, resulting in awards payable under the plan at 0% of target with respect to this performance metric. Adjusted Net Sales Adjusted Net Sales means net sales, as determined in accordance with GAAP, adjusted to account for the impact of fluctuations in translation and transactional foreign currency. The HC&CC determined Adjusted Net Sales for H12025 was $1,079.6 million, resulting in awards payable under the plan at 85.1% of target with respect to this performance metric. Adjusted Net Sales for H22025 was $1,161.7 million, resulting in awards payable under the plan at 81.2% of target with respect to this performance metric. Strategic Priorities Strategic Priorities are a set of three enterprise-wide strategic objectives selected during fiscal 2025 and designed to promote a “one team mindset” by aligning the Company’s executive officers around a clear set of enterprise priorities and critical shared goals.

  48. Short-Term Incentive Program — Annual Cash Bonus

    | | Edgewell | 2025 Proxy Statement | 31 |

  49. Short-Term Incentive Program — Annual Cash Bonus

    The HC&CC determined that the Company had achieved 100% of the Strategic Priorities for the performance period, resulting in awards payable under the plan at 100% of target with respect to this performance metric. See “Executive Compensation — Summary Compensation Table” for the payouts under the Executive Bonus Program for fiscal 2025 for each of the NEOs. See “Appendix A — Reconciliation of Non-GAAP Financial Measures” for a reconciliation of the non-GAAP financial measures used herein to their most directly comparable GAAP measures.

  50. Long-Term Incentive Program — Equity Awards

    Long-Term Incentive Program — Equity Awards Our 2nd A&R 2018 Plan authorizes the HC&CC to grant various types of equity awards. Under the 2nd A&R 2018 Plan, the HC&CC granted RSE awards, consisting of PRSEs and time-vesting awards to key executives. PRSE awards are tied to both the achievement of Company performance targets over a set time period (typically three years) and continued employment with our Company over the same period as conditions to vesting of the awards. Time-vesting RSE awards are tied solely to continued employment with our Company over a set time period as the condition to vesting of the awards. The following graph shows the performance periods of our historical PRSE awards. Timing and Procedures for Grants 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 (October through December), at the time when salary levels and short-term incentive programs for the new fiscal year are determined. The HC&CC does not take material non-public information into account

  51. Long-Term Incentive Program — Equity Awards

    | 32 | | Edgewell | 2025 Proxy Statement |

  52. Long-Term Incentive Program — Equity Awards

    when determining the timing and terms of equity awards. The Company does not time the disclosure of material non-public information for the purpose of affecting the value of executive compensation. Our CEO recommends to the HC&CC total equity awards to be awarded to each NEO (other than our CEO). The HC&CC considers the equity awards for executive officers based in part upon benchmarked data from our peer group provided by Meridian, as well as other factors, such as the officers individual performance and the market run-rate for equity grants among the peer group. With respect to awards to our CEO, Meridian, without input from our CEO or other members of management, provides a competitive market analysis to the HC&CC based on the peer group. The HC&CC determines the award to recommend to our Board considering the market analysis, performance of our Company, returns to shareholders, and experience and effectiveness of our CEO’s leadership, as well as the input from Meridian. The RSE awards are stock settled at the time of vesting when they convert into shares of our common stock. PRSE awards are earned based on the level of performance over the vesting period against pre-established goals. The value of all our equity awards fluctuates based on performance of our Company’s common stock over time. This combination of financial performance and stock price performance enhances alignment with our shareholders. Restricted Stock Equivalent Award Grants during Fiscal 2025 The HC&CC approved the grant of both PRSE awards and time-vesting RSE awards to our NEOs in October 2024. These award amounts were based on the competitive market pay for each position as well as each individual’s performance and business results during the prior fiscal year. The number and type of RSE awards granted to each NEO is shown in the “Grants of Plan-Based Awards” table. For the PRSEs granted in October 2024, we used a three-year relative TSR metric, benchmarked against a custom group consisting of the S&P 1000 Consumer Staples Sector and certain non-overlapping executive compensation benchmarking peers. The HC&CC believes relative TSR is an important metric which drives the executive leadership team to deliver superior returns for shareholders. The HC&CC annually reviews the peer set to ensure ongoing appropriateness. The HC&CC believes the following group of peer companies provides a robust representation of the competitive market for capital.

  53. Long-Term Incentive Program — Equity Awards

    | ■ Andersons, Inc. | ■ Grocery Outlet Holding Corp. | ■ PriceSmart, Inc. | | ■ B&G Foods, Inc. | ■ HanesBrands Inc. | ■ Reynolds Consumer Products Inc. | | ■ BellRing Brands, Inc. | ■ Hasbro, Inc. | ■ Simply Good Foods Company | | ■ BJ’s Wholesale Club Holdings, Inc. | ■ Helen of Troy Limited | ■ Sleep Number Corporation | | ■ Boston Beer Company, Inc. | ■ Ingredion Incorporated | ■ SpartanNash Company | | ■ Cal-Maine Foods, Inc. | ■ Inter Parfums, Inc. | ■ Spectrum Brands Holdings, Inc. | | ■ Casey’s General Stores, Inc. | ■ J&J Snack Foods Corp. | ■ The Clorox Company | | ■ Celsius Holdings, Inc. | ■ John B. Sanfilippo & Son, Inc. | ■ The Hain Celestial Group, Inc. | | ■ Central Garden & Pet Co. | ■ Lancaster Colony Corp. | ■ Tootsie Roll Industries, Inc. | | ■ Chef’s Warehouse, Inc. | ■ MGP Ingredients, Inc. | ■ TreeHouse Foods, Inc. | | ■ Church & Dwight Co., Inc. | ■ National Beverage Corp. | ■ United Natural Foods, Inc. | | ■ Coca-Cola Consolidated, Inc. | ■ Nu Skin Enterprises, Inc. | ■ Universal Corporation | | ■ Coty, Inc. | ■ Oxford Industries, Inc. | ■ U.S. Foods Holding Corp. | | ■ Darling Ingredients, Inc. | ■ Performance Food Group Co. | ■ USANA Health Sciences, Inc. | | ■ e.l.f. Beauty, Inc. | ■ Pilgrim’s Pride Corporation | ■ Vector Group Ltd. | | ■ Energizer Holdings, Inc. | ■ Post Holdings, Inc. | ■ WD-40 Company | | ■ Flowers Foods, Inc. | ■ Sprouts Farmers Market, Inc. | ■ WK Kellogg Co. | | ■ Fresh Del Monte Produce, Inc. | ■ Prestige Consumer Healthcare, Inc. | |

  54. Long-Term Incentive Program — Equity Awards

    | | Edgewell | 2025 Proxy Statement | 33 |

  55. Long-Term Incentive Program — Equity Awards

    The PRSEs will vest and convert into shares of Edgewell common stock based on the Company’s relative TSR performance for the three-year period commencing October 1, 2024 through September 30, 2027 (the “Performance Period”) and the following payout scale, subject to the recipient remaining employed with our Company on the vesting date.

  56. Long-Term Incentive Program — Equity Awards

    | | Percentile Ranking | Payout (% of Target) | | Below Threshold | <25th | 0% | | Threshold | 25th | 50% | | Target | 50th | 100% | | Max or Above | 75th | 200% |

  57. Long-Term Incentive Program — Equity Awards

    The time-vesting RSE awards vest in equal installments on each of the first three anniversaries of the date of grant if the recipient remains employed with our Company on the vesting date. Stock Option Award Grants during Fiscal 2025 There were no stock option awards granted to the NEOs in fiscal 2025. The HC&CC reviewed and approved removal of stock option awards from the NEO long-term incentive compensation mix to be more in line with market practice, as the HC&CC also increased PRSE and RSE weightings for NEOs to deliver more “at risk” compensation and to provide greater certainty of value delivery during periods of low-growth for the Company’s share price.

  58. Severance and Other Benefits Following a Change in Control

    Severance and Other Benefits Following a Change in Control The HC&CC has adopted a CIC Plan in which current and future executive officers, including the NEOs, will be eligible to participate, as discussed under “Potential Payments upon Termination or Change in Control.” Please refer to that section for more information.

  59. Executive Severance Plan

    Executive Severance Plan The HC&CC does not believe employment contracts for executives are necessary because our executives have developed a focus on the Company’s long-term success. On April 18, 2023, the HC&CC adopted an executive severance plan (the “Executive Severance Plan”) for our Company to govern situations in which an executive’s employment with the Company is terminated, other than for cause. The Executive Severance Plan provides benefits to a number of our Company’s executives, including the NEOs, in the event of a qualifying termination, which includes an involuntary termination without cause or a voluntary termination as a result of good reason (as such terms are defined in the plan). In adopting the Executive Severance Plan, the HC&CC considered that the market practice at peer companies is to provide executives with certain benefits in the event of such terminations and concluded that the plan would be a significant benefit to our Company in attracting and retaining key executives by offering a competitive total compensation package. Post-termination benefits for participating executives consist of the following: • A lump-sum severance benefit in the amount determined in accordance with such executive’s title upon the occurrence of the qualifying termination; and • If an executive is participating in a group health plan at the time of his or her qualifying termination, an additional lump-sum severance benefit in an amount equal to 1.5 times the full monthly premium cost (employer plus employee) in effect at the time of the qualifying termination for the level of coverage in effect for such executive and his or her dependents, as applicable, on such date, multiplied by the number of months determined in accordance with such executive’s title upon the occurrence of the qualifying termination. Such benefits are subject to reduction under certain circumstances, including to the extent necessary to avoid certain federal excise taxes. In addition, no benefits will be paid to the extent duplicative of benefits under a change in control or similar agreement with our Company. The payment of benefits under the Executive Severance Plan is conditioned upon, among other things, the executive executing a general release in favor of our Company, which shall include confidentiality, non-solicitation, non-disparagement, and non-competition obligations of the employee in favor of our Company. A description of the projected cost, if all of the NEOs were terminated on September 30, 2025, is provided under “Potential Payments upon Termination or Change in Control.”

  60. Executive Severance Plan

    | 36 | | Edgewell | 2025 Proxy Statement |

  61. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE This table sets forth information for compensation relating to fiscal years 2025, 2024 and 2023. For a discussion of fiscal 2025 compensation, see “Compensation Discussion and Analysis” above.

  62. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary ($) | Bonus ($) (1) | Stock Awards ($) (2) | Option Awards ($) (3) | Non- Equity Incentive Plan Compensation ($) (4) | All Other Compensation ($) (5) | Total ($) | | Rod R. Little President and Chief Executive Officer | 2025 | $1,100,000 | $0 | $7,576,100 | $0 | $907,500 | $170,766 | $9,754,366 | | | 2024 | $1,100,000 | $0 | $6,267,970 | $1,200,003 | $1,338,563 | $172,377 | $10,078,913 | | | 2023 | $1,095,833 | $0 | $6,360,768 | $1,200,006 | $1,727,440 | $133,081 | $10,157,128 | | Francesca Weissman Chief Financial Officer | 2025 | $535,833 | $1,550 | $767,479 | $0 | $235,950 | $50,661 | $1,591,473 | | Jessica Spence President, North America | 2025 | $684,375 | $100,000 | $1,418,277 | $0 | $361,157 | $23,510 | $2,587,319 | | Paul R. Hibbert Chief Supply Chain Officer | 2025 | $507,800 | $0 | $1,327,426 | $0 | $252,450 | $76,946 | $2,164,622 | | | 2024 | $482,050 | $0 | $680,087 | $140,003 | $329,549 | $58,608 | $1,690,297 | | LaTanya Langley Chief People Officer, Chief Legal Officer & Corporate Secretary | 2025 | $512,126 | $0 | $1,181,864 | $0 | $259,875 | $58,210 | $2,012,075 | | | 2024 | $496,667 | $0 | $777,291 | $160,008 | $340,725 | $54,126 | $1,828,817 | | Daniel J. Sullivan Former Chief Financial Officer & Chief Operating Officer | 2025 | $832,084 | $0 | $1,891,021 | $0 | $495,990 | $21,567 | $3,240,662 | | | 2024 | $795,834 | $0 | $1,360,174 | $280,007 | $584,100 | $20,293 | $3,040,408 | | | 2023 | $748,334 | $0 | $1,451,162 | $280,002 | $706,680 | $19,785 | $3,205,963 |

  63. SUMMARY COMPENSATION TABLE

    (1) The amounts listed in this column include the sign-on bonus for Ms. Spence that she received in connection with the commencement of her employment with the Company in October 2024, and the one-time merit lump sum payment Ms. Weissman received is in connection with the timing of her promotion to Chief Financial Officer on December 1, 2024. (2) The amounts listed in this column include both time-vesting and performance-based restricted stock equivalent grants awarded in fiscal 2025 to our named executive officers. The value of the performance-based award is calculated in accordance with the Financial Accounting Standard Board’s (“FASB”) ASC Section 718. We provide information regarding the assumptions used to calculate the value of awards made to our NEOs in Note 15 to the consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2025. Our Company records estimated expense for performance-based grants based on target achievement of performance metrics for the three-year period, unless evidence exists that achievement above or below target for the applicable performance metric is more likely to occur. The fair value of each PRSE was estimated on the grant date using a Monte Carlo simulation. (3) There were no stock options awarded for the fiscal year ended September 30, 2025. All awards under our Executive Officer Bonus Program are based upon achievement of Company performance measures established at the beginning of a performance period. Consequently, the value of all bonuses earned during the fiscal year under these programs has been included in the Non-Equity Incentive Plan Compensation column of this table. See “Elements of Compensation — Incentive Programs — Short-Term Incentive Program — Annual Cash Bonus.”

  64. SUMMARY COMPENSATION TABLE

    | | Edgewell | 2025 Proxy Statement | 37 |

  65. SUMMARY COMPENSATION TABLE

    The amounts reported in this column with respect to fiscal 2025 consist of the following:

  66. SUMMARY COMPENSATION TABLE

    | Name | Company Matching Contributions 401(k) Plan (i) | Company Matching Contributions ESIP (i) | Term Life Insurance Premiums (ii) | Executive Financial Planning & Wealth Benefit (iii) | HSA Employer Contribution (iv) | Wellness Credit (v) | AD&D and LTD Insurance Premiums (vi) | Total | | Mr. Little | $21,000 | $125,614 | $102 | $22,347 | $1,500 | $0 | $203 | $170,766 | | Ms. Weissman | $25,890 | $21,298 | $102 | $3,168 | $0 | $0 | $203 | $50,661 | | Ms. Spence | $2,920 | $0 | $102 | $20,285 | $0 | $0 | $203 | $23,510 | | Mr. Hibbert | $21,598 | $28,352 | $102 | $25,066 | $1,500 | $125 | $203 | $76,946 | | Ms. Langley | $21,073 | $13,192 | $102 | $23,640 | $0 | $0 | $203 | $58,210 | | Mr. Sullivan | $19,762 | $0 | $102 | $0 | $1,500 | $0 | $203 | $21,567 |

  67. SUMMARY COMPENSATION TABLE

    (i) Company matching contributions or accruals in our 401(k) plan and ESIP. (ii) Term life insurance premiums paid by our Company for the first $50,000 coverage for each of the NEOs. (iii) This number includes (1) reimbursement to the NEO for 80% of the cost of personal financial advisory services, up to certain annual maximums; and (2) the cost of an executive wealth benefit which the HC&CC approved on February 5, 2025. This benefit provides advice on estate planning, tax planning, retirement planning, etc. (iv) Our Company pays an annual contribution to a Health Savings Account for each NEO who elects to participate. (v) Our Company pays an annual wellness credit for each NEO who completes a biometric screening and health survey. (vi) Our Company pays the premiums for Group Accidental Death & Dismemberment ($10.80 per person) and Group Long-Term Disability ($192 per person).

  68. SUMMARY COMPENSATION TABLE

    | 38 | | Edgewell | 2025 Proxy Statement |

  69. GRANTS OF PLAN-BASED AWARDS

    GRANTS OF PLAN-BASED AWARDS Awards to the NEOs were made in fiscal 2025 under two separate plans or programs: • Our short-term incentive program, pursuant to which potential cash awards were granted, dependent upon achievement of Company performance measures established at the beginning of the term of the program, as described in more detail in “Elements of Compensation — Incentive Programs — Short-Term Incentive Program — Annual Cash Bonus,” and • Our long-term incentive program, pursuant to which RSE awards (performance-based and time-vesting) and were granted under the terms of our 2nd A&R 2018 Plan as described in more detail in “Elements of Compensation — Long-Term Incentive Programs — Equity Awards (Restricted Stock Equivalents).”

  70. GRANTS OF PLAN-BASED AWARDS TABLE

    GRANTS OF PLAN-BASED AWARDS TABLE

  71. GRANTS OF PLAN-BASED AWARDS TABLE

    | Name | Type of Award | Grant Date | Meeting Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards (#) | | | All Other Stock Awards: Number of Shares of Stock (#) | Grant Date Fair Value Of Stock And Option Awards (1) | | | | | | Threshold | Target | Maximum | Threshold | Target | Maximum | | | | Mr. Little | Bonus: Annl. Perf. (2) | | | $687,500 | $1,375,000 | $2,750,000 | | | | | | | | Perf Awd: RSE (3) | 11/8/2024 | 10/31/2024 | | | | | | | 51,138 | $1,875,004 | | | Perf Awd: PRSE (4) | 11/8/2024 | 10/31/2024 | | | | 60,496 | 120,991 | 241,982 | | $5,701,096 | | Ms. Weissman | Bonus: Annl. Perf. (2) | | | $178,750 | $357,500 | $715,000 | | | | | | | | Perf.Awd: RSE (3) | 12/2/2024 | 10/31/2024 | | | | | | | 6,886 | $260,015 | | | Perf.Awd: PRSE (4) | 12/2/2024 | 10/31/2024 | | | | 5,165 | 10,329 | 20,658 | | $507,464 | | Ms. Spence | Bonus: Annl. Perf. (2) | | | $292,000 | $584,000 | $1,168,000 | | | | | | | | Perf Awd: RSE (3) | 11/8/2024 | 10/31/2024 | | | | | | | 13,275 | $480,024 | | | Perf Awd: PRSE (4) | 11/8/2024 | 10/31/2024 | | | | 9,956 | 19,912 | 39,824 | | $938,253 | | Mr. Hibbert | Bonus: Annl. Perf. (2) | | | $191,250 | $382,500 | $765,000 | | | | | | | | Perf Awd: RSE (3) | 11/8/2024 | 10/31/2024 | | | | | | | 13,275 | $480,024 | | | Perf Awd: PRSE (4) | 11/8/2024 | 10/31/2024 | | | | 9,956 | 19,912 (5) | 39,824 | | $847,402 | | Ms. Langley | Bonus: Annl. Perf. (2) | | | $196,875 | $393,750 | $787,500 | | | | | | | | Perf Awd: RSE (3) | 11/8/2024 | 10/31/2024 | | | | | | | 11,062 | $400,002 | | | Perf Awd: PRSE (4) | 11/8/2024 | 10/31/2024 | | | | 8,297 | 16,593 | 33,186 | | $781,862 | | Mr. Sullivan (6) | Bonus: Annl. Perf. (2) | | | $375,750 | $751,500 | $1,503,000 | | | | | | | | Perf Awd: RSE (3) | 11/8/2024 | 10/31/2024 | | | | | | | 17,700 | $640,032 | | | Perf Awd: PRSE (4) | 11/8/2024 | 10/31/2024 | | | | 13,275 | 26,549 | 53,098 | | $1,250,989 |

  72. GRANTS OF PLAN-BASED AWARDS TABLE

    (1) This represents the grant date fair value calculated in accordance with FASB ASC Section 718, excluding forfeiture assumptions. For time-vesting awards, the value includes 100% of such awards, with no reduction for potential forfeiture. We provide information regarding the assumptions used to calculate the value of PRSE awards made to our NEOs in Note 15 to the consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2025. (2) These represent the amounts which potentially could have been earned under the fiscal 2025 Executive Officer Bonus Program. (3) These restricted stock equivalents (time-vested) awarded on November 8, 2024 (awarded on December 2, 2024 for Ms. Weissman), will vest in three equal installments on each of the first three anniversaries of the date of grant if the officer remains employed with us at that time. The value of the amount calculated in accordance with accounting guidance is included in the “Stock Awards” column of the “Summary Compensation Table.” These restricted stock equivalents (performance-based) awarded on November 8, 2024 (awarded on December 2, 2024 for Ms. Weissman), will vest upon certification by the Board and release of our earnings for the fiscal year ending September 30, 2027 if the NEO remains employed with us at that time and if specified performance criteria are met, subject to the exercise of negative discretion by the HC&CC. The performance criteria for these awards is relative total shareholder return for the “Performance Period” beginning on October 1, 2024 (100%). The percentage of the PRSEs vesting will range from 0% to 200% based on performance. The value of the amount calculated in accordance with accounting guidance is included in the “Stock Awards” column of the “Summary Compensation Table.”

  73. GRANTS OF PLAN-BASED AWARDS TABLE

    | | Edgewell | 2025 Proxy Statement | 39 |

  74. GRANTS OF PLAN-BASED AWARDS TABLE

    These restricted stock equivalents (performance-based) awarded on November 8, 2024 included 4,149 PSEs to be awarded based on completion of a special project. The project was completed and these PSEs vested on November 13, 2025. The remaining 15,763 unvested PSEs will vest as specified in footnote (4) above. (6) Mr. Sullivan forfeited all outstanding unvested equity awards upon his departure from the Company on October 1, 2025.

  75. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END The following types of equity awards have been granted to the NEOs, and remain unvested, or, in the case of non-qualified stock options, unvested or unexercised, as of September 30, 2025. • RSEs that vest over a period of time and at vesting convert into non-restricted shares of our common stock. As of September 30, 2025, we had outstanding unvested RSE awards with initial vesting terms of equal installments on each of the first three anniversaries of the grant date. Unvested RSE awards are included under “Stock Awards — Number of Shares or Units of Stock That Have Not Vested,” in the table below. • PRSEs that vest subject to the achievement of performance-based conditions and at vesting convert into non-restricted shares of our common stock. As of September 30, 2025, we had outstanding unvested PRSEs that will vest shortly after their certification once our Company releases earnings for the fiscal year ending September 30, 2025, subject to satisfaction of specific performance criteria being met. In addition, we had outstanding unvested PRSEs that will vest shortly after their certification once our Company releases earnings for the fiscal year ending September 30, 2026, subject to satisfaction of specific performance criteria being met. The performance metrics are Relative Total Shareholder Return (100%). The percentage of the PRSEs vesting will range from 0% to 200% based on performance. We also had outstanding PRSEs awards with performance-based vesting conditions that will vest after their certification once our Company releases earnings for the fiscal year ending September 30, 2027, subject to satisfaction of specific performance criteria being met. The performance metrics are Relative Total Shareholder Return (100%). The percentage of the PRSEs vesting will range from 0% to 200% based on performance. Unvested awards are included under “Stock Awards — Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested” in the table below. • Non-qualified stock options granting the right to acquire shares of our common stock at an exercise price equal to the closing price of our common stock on the grant date. These options become exercisable in equal installments on each of the first three anniversaries of the grant date and remain exercisable over the ten-year period following grant. Outstanding option awards are described under “Option Awards” in the table below. All awards were granted under the terms of our 2nd A&R 2018 Plan.

  76. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

    | 40 | | Edgewell | 2025 Proxy Statement |

  77. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END TABLE

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END TABLE

  78. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END TABLE

    | Name | Option Awards | | | | Stock Awards | | | | | | 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. Little | 15,421 | 0 (2) | $42.71 | 11/15/2028 | 12,578 (10) | $256,088 | 58,612 (14) | $1,193,340 | | | 18,561 | 0 (3) | 44.74 | 3/1/2029 | 29,223 (11) | 594,980 | 103,741 (15) | 2,112,167 | | | 96,464 | 0 (4) | 31.44 | 11/14/2029 | 51,853 (12) | 1,055,727 | 60,496 (16) | 1,231,688 | | | 81,719 | 0 (5) | 38.91 | 11/13/2030 | | | | | | | 39,050 | 0 (6) | 35.37 | 11/13/2030 | | | | | | | 75,291 | 0 (7) | 43.29 | 11/12/2031 | | | | | | | 52,563 | 26,281 (8) | 39.75 | 11/11/2032 | | | | | | | 29,674 | 59,347 (9) | 34.22 | 11/10/2033 | | | | | | Ms. Weissman | 6,431 | 0 (4) | $31.44 | 11/14/2029 | 780 (10) | $15,880 | 2,754 (14) | $56,071 | | | 5,476 | 0 (5) | 38.91 | 11/13/2030 | 2,046 (11) | 41,657 | 5,114 (15) | 104,121 | | | 2,617 | 0 (6) | 35.37 | 11/13/2030 | 6,886 (13) | 140,199 | 5,165 (17) | 105,149 | | | 4,550 | 0 (7) | 43.29 | 11/12/2031 | | | | | | | 2,716 | 1,358 (8) | 39.75 | 11/11/2032 | | | | | | | 1,731 | 3,462 (9) | 34.22 | 11/10/2033 | | | | | | Ms. Spence | 0 | 0 | — | — | 13,275 (12) | $270,279 | 9,956 (16) | $202,704 | | Mr. Hibbert | 4,627 | 0 (2) | $42.71 | 11/15/2028 | 1,635 (10) | $33,289 | 4,149 (14) | $84,474 | | | 9,647 | 0 (4) | 31.44 | 11/14/2029 | 4,091 (11) | 83,293 | 10,228 (15) | 208,242 | | | 8,425 | 0 (5) | 38.91 | 11/13/2030 | 13,275 (12) | 270,279 | 9,956 (16) | 202,704 | | | 4,026 | 0 (6) | 35.37 | 11/13/2030 | | | | | | | 8,214 | 0 (7) | 43.29 | 11/12/2031 | | | | | | | 5,695 | 2,847 (8) | 39.75 | 11/11/2032 | | | | | | | 3,462 | 6,924 (9) | 34.22 | 11/10/2033 | | | | | | Ms. Langley | 5,031 | 0 (7) | $36.77 | 4/1/2032 | 1,635 (10) | $33,289 | 5,773 (14) | $117,538 | | | 5,695 | 2,847 (8) | 39.75 | 11/11/2032 | 4,676 (11) | 95,203 | 11,690 (15) | 238,008 | | | 3,957 | 3,957 (9) | 34.22 | 11/10/2033 | 11,062 (12) | 225,222 | 8,297 (16) | 168,927 | | Mr. Sullivan | 23,580 | 0 (4) | $31.44 | 11/14/2029 | 3,522 (10) | $71,708 | 20,456 (15) | $416,484 | | | 18,535 | 0 (5) | 38.91 | 11/13/2030 | 8,182 (11) | 166,586 | 13,275 (16) | 270,279 | | | 8,857 | 0 (6) | 35.37 | 11/13/2030 | 17,700 (12) | 360,372 | | | | | 16,428 | 0 (7) | 43.29 | 11/12/2031 | | | | | | | 12,265 | 6,132 (8) | 39.75 | 11/11/2032 | | | | | | | 6,924 | 13,848 (9) | 34.22 | 11/10/2033 | | | | |

  79. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END TABLE

    (1) Values based on the closing price of our Company’s common stock on the NYSE on September 30, 2025, the last trading day of the fiscal year, of $20.36. (2) Represents stock options granted on 11/15/2018 which are fully vested and exercisable. (3) Represents stock options granted on 3/1/2019 which are fully vested and exercisable.

  80. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END TABLE

    | | Edgewell | 2025 Proxy Statement | 41 |

  81. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END TABLE

    Represents premium stock options granted on 11/13/2020 which are fully vested and exercisable. (6) Represents stock options granted on 11/13/2020 which are fully vested and exercisable. (7) Represents stock options granted on 11/12/2021 which are fully vested and exercisable. (8) Represents stock options granted on 11/11/2022 which became fully vested on 11/11/2025. As of the date of this Proxy Statement, all options are vested and exercisable. (9) Represents stock options granted on 11/10/2023 which vest ratably on 11/10/2025 and 11/10/2026. As of the date of this Proxy Statement, two-thirds of the options are vested and exercisable. (10) Represents restricted stock equivalents granted on 11/11/2022 which vested on 11/11/2025. As of the date of this Proxy Statement, this award is fully vested. (11) Represents restricted stock equivalents granted on 11/10/2023 which vest ratably on 11/10/2025 and 11/10/2026. As of the date of this Proxy Statement, two-thirds of this award has vested. (12) Represents restricted stock equivalents granted on 11/8/2024 which vest ratably on 11/8/2025, 11/8/2026 and 11/8/2027. As of the date of this Proxy Statement, one-third of this award has vested. (13) Represents restricted stock equivalents granted on 12/2/2024 which vest ratably on 12/2/2025, 12/2/2026 and 12/2/2027. As of the date of this Proxy Statement, one-third of this award has vested. (14) Represents performance stock equivalents granted on 11/11/2022 which vested on 11/13/2025. As of the date of this Proxy Statement, this award is fully vested. (15) Represents the target number of performance stock equivalents granted on 11/10/2023 that may vest on a date chosen by the Board shortly after their certification of our Company’s earnings for the fiscal year ending September 30, 2026 if specified performance criteria are met, subject to the exercise of negative discretion by the HC&CC. The performance metrics for this award are Relative Total Shareholder Return for the period commencing October 1, 2023, and ending on September 30, 2026. (16) Represents the threshold number of performance stock equivalents granted on 11/8/2024 that may vest on a date chosen by the Board shortly after their certification of our Company’s earnings for the fiscal year ending September 30, 2027 if specified performance criteria are met, subject to the exercise of negative discretion by the HC&CC. The performance metrics for this award are Relative Total Shareholder Return for the period commencing October 1, 2024, and ending on September 30, 2027. Represents the threshold number of performance stock equivalents granted on 12/2/2024 that may vest on a date chosen by the Board shortly after their certification of our Company’s earnings for the fiscal year ending September 30, 2027 if specified performance criteria are met, subject to the exercise of negative discretion by the HC&CC. The performance metrics for this award are Relative Total Shareholder Return for the period commencing October 1, 2024, and ending on September 30, 2027.

  82. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END TABLE

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  83. OPTION EXERCISES AND STOCK VESTED

    OPTION EXERCISES AND STOCK VESTED

  84. OPTION EXERCISES AND STOCK VESTED

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) (1) | Value Realized on Vesting ($) | | Mr. Little | 0 | $0 | 107,517 | $3,876,331 | | Ms. Weissman | 0 | $0 | 6,301 | $227,069 | | Ms. Spence | 0 | $0 | 0 | $0 | | Mr. Hibbert | 0 | $0 | 11,985 | $431,937 | | Ms. Langley | 0 | $0 | 9,269 | $334,199 | | Mr. Sullivan | 0 | $0 | 24,220 | $872,906 |

  85. OPTION EXERCISES AND STOCK VESTED

    (1) In fiscal 2025, time-based RSEs and performance-based PRSEs granted to each of the NEOs in fiscal 2021, 2022 and 2023, vested in accordance with the terms of the awards. Upon vesting, the equivalents converted into shares of our common stock, which were then issued to the NEOs free of any restrictions.

  86. NON-QUALIFIED DEFERRED COMPENSATION

    NON-QUALIFIED DEFERRED COMPENSATION We have adopted the ESIP which provides for the deferral of compensation on a basis that is not tax qualified.

  87. NON-QUALIFIED DEFERRED COMPENSATION TABLE

    NON-QUALIFIED DEFERRED COMPENSATION TABLE

  88. NON-QUALIFIED DEFERRED COMPENSATION TABLE

    | Name | Plan | Executive Contributions In last FY ($) (1) | Edgewell Contributions In last FY ($) (2) | Aggregate Earnings In last FY ($) (3) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance At FYE ($) | | Mr. Little | ESIP | $121,928 | $125,614 | $280,097 | $0 | $2,160,559 | | Ms. Weissman | ESIP | $111,494 | $21,298 | $109,645 | $0 | $899,376 | | Ms. Spence | ESIP | $109,500 | $0 | $10,440 | $0 | $119,940 | | Mr. Hibbert | ESIP | $167,470 | $28,352 | $190,142 | $0 | $1,678,304 | | Ms. Langley | ESIP | $85,285 | $13,192 | $55,698 | $0 | $412,546 | | Mr. Sullivan | ESIP | $0 | $0 | $25,521 | $0 | $310,401 |

  89. NON-QUALIFIED DEFERRED COMPENSATION TABLE

    (1) The officer contributions to our ESIP during fiscal 2025 consist of deferrals of salary earned with respect to fiscal 2025. (2) Our contributions to our ESIP consist of Company contributions which would have otherwise been contributed to the 401(k) plan but for limitations imposed by the U.S. Internal Revenue Service. These amounts, in their entirety, are included in the “All Other Compensation” column of the “Summary Compensation Table.” (3) Aggregate earnings/(losses) shown in this column consist of: • amounts credited to each NEO under the investment options of each of the plans, reflecting actual earnings on investment funds offered under our 401(k) plan; and the appreciation or depreciation in value of each of the investment options in the plans between October 1, 2024 and September 30, 2025.

  90. NON-QUALIFIED DEFERRED COMPENSATION TABLE

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  91. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL We have not entered into employment agreements with any of our NEOs. However, equity awards under our 2nd A&R 2018 Plan provide for acceleration of vesting of certain awards in the event of certain terminations of employment. In September 2016, we instituted an Executive Severance Plan in which our NEOs and certain of our other key employees participate which provides benefits to participants in the event of an involuntary termination without cause or a voluntary termination as a result of good reason, as such terms are defined in the plan, including severance compensation, payment for accrued but unpaid paid time off and payments in respect of the monthly premium cost for group health plan benefits. The information below reflects the value of acceleration or compensation which each officer would receive upon the termination of his or her employment or upon a change in control. Because the value of awards and incremental compensation depend on several factors, actual amounts can only be determined at the time of the event. The information is based on the following assumptions: • the event of termination (death, permanent disability, involuntary termination, or voluntary termination), or a change in control of our Company, occurred on September 30, 2025, the last day of our fiscal year. • the market value of our common stock on that date was $20.36 (the actual closing price on September 30, 2025, the last trading day of fiscal 2025). • each of the NEOs were terminated on that date; and • the individual federal tax rate was 37%, Connecticut state tax rate was 7%, New York state tax rate was 10.3%, and FICA was 2.35%. This information does not reflect benefits that are provided under our plans or arrangements that do not discriminate in favor of NEOs and are available generally to all salaried employees — such as amounts accrued under our savings investment plan, accumulated and vested benefits under our retirement plans (including our SERP and ESIP), health, welfare and disability benefits, and accrued vacation pay. The information below also does not include amounts under our ESIP that would be paid, or vested stock equivalents that would be issued, all as described in the “Non-qualified Deferred Compensation Table,” except to the extent that an officer is entitled to an accelerated benefit as a result of the termination. Any acceleration of equity awards would also include acceleration of dividends payable with respect to such awards, if any.

  92. Chief Executive Officer Pay Ratio Disclosure

    Chief Executive Officer Pay Ratio Disclosure As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the median total compensation of our employees and the total compensation of our Chief Executive Officer, Mr. Little. We selected September 30, 2025, the last day of our fiscal year, as the determination date for identifying the median employee and base salary as our consistently applied compensation measure (“CACM”). Using this CACM, we identified all employees whose base salary was estimated to be at the median. We selected an individual from this group as representative of our median employee. The median employee selected has a total compensation of $49,375, calculated in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K. The total compensation of our Chief Executive Officer was $9,754,366. As a result, our estimate of the ratio of CEO pay to the median employee pay is 198 to 1. The above pay ratio may not be comparable to the pay ratio disclosed by our peer companies due to differences in the geographic distribution of the workforce and nature of the work performed and differences in the methodology, reasonable estimates, and assumptions we employed compared to different organizations.

  93. Chief Executive Officer Pay Ratio Disclosure

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  94. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE As required by Section 953(a) of the Dodd-Frank Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between our NEOs’ “compensation actually paid” and certain company financial performance metrics. Compensation actually paid, as determined under SEC requirements, does not reflect the actual amount of compensation earned by or paid to our executive officers during a covered year. For further information concerning our pay-for-performance philosophy and how we align executive compensation with Company financial performance, refer to the Compensation Discussion and Analysis above. Information presented in this section will not be deemed to be incorporated by reference into any of our filings under the Securities Act or the Exchange Act, except as we may specifically do so.

  95. PAY VERSUS PERFORMANCE

    | Year (1) | Summary compensation table total for PEO | Compensation actually paid to PEO (2) | Average summary compensation table total for non-PEO named executive officers | Average compensation actually paid to non-PEO named executive officers (3) | Value of initial fixed $100 investment based on (4): | | Net Income ($Mn) | Adjusted EBITDA (6) ($Mn) | | | | | | | Total shareholder return | Peer group total shareholder return (5) | | | | 2025 | $9,754,366 | $(1,561,825) | $2,319,231 | $582,777 | $79.39 | $117.12 | $25.4 | $301 | | 2024 | $10,078,913 | $6,817,054 | $2,310,918 | $1,714,919 | $138.78 | $132.51 | $98.6 | $353 | | 2023 | $10,517,128 | $9,124,943 | $2,310,328 | $1,872,883 | $138.92 | $106.10 | $114.7 | $342 | | 2022 | $9,320,280 | $10,600,848 | $1,900,947 | $2,402,210 | $138.52 | $91.47 | $99.5 | $335 | | 2021 | $8,104,026 | $11,957,823 | $2,158,258 | $2,615,423 | $132.34 | $100.05 | $117.8 | $367 |

  96. PAY VERSUS PERFORMANCE

    (1) The CEO for each covered year was Rod R. Little. The other NEOs for each covered year were as follows: • 2025: Daniel J. Sullivan, LaTanya Langley, Paul R. Hibbert, Francesca Weissman and Jessica Spence • 2024: Daniel J. Sullivan, Eric F. O’Toole, LaTanya Langley, John N. Hill and Paul R. Hibbert • 2023: Daniel J. Sullivan, Eric F. O’Toole, John N. Hill and Paul R. Hibbert • 2022: Daniel J. Sullivan, Eric F. O’Toole, John N. Hill and Paul R. Hibbert • 2021: Daniel J. Sullivan, Eric F. O’Toole, Marisa B. Iasenza and Anne-Sophie Gaget (2) Amounts reported in this column are based on total compensation reported for our CEO in the Summary Compensation Table for the indicated fiscal years and adjusted as shown in the table below. We used the same methodology and assumptions to compute the fair value of outstanding equity awards as detailed in footnote 15 of our financial statements included in our Form 10-K for the fiscal year ended September 30, 2025 but updated to reflect the appropriate information as of September 30, 2025.

  97. PAY VERSUS PERFORMANCE

    | | Fiscal Year 2025 | | Total Compensation for CEO as reported SCT for the covered year | $9,754,366 | | Deduct pension values reported in SCT for the covered year | $0 | | Deduct grant date fair value of equity awards reported in SCT for the covered year | $(7,576,100) | | Add pension value attributable to current year’s service and any change in pension value attributable to plan amendments made in the covered year | $0 | | Add fair values as of the end of the covered year of all equity awards granted during the covered year that are outstanding and unvested as of the end of such covered year | $2,563,275 | | Add fair value as of the vesting date of any awards granted in the covered year that vested during the covered year | $0 | | Add dividends paid on unvested shares/share units and stock options | $168,449 | | Add the change in fair value (whether positive or negative) as of the end of the covered year of any equity awards granted in any prior year that are outstanding and unvested as of the end of such covered year | $(6,310,346) | | Add the change in fair value (whether positive or negative) as of the vesting date of any equity awards granted in any prior year for which all applicable vesting conditions were satisfied during the covered year | $(161,469) | | Subtract the fair value of any equity awards granted in any prior year that fail to meet the applicable vesting conditions during the covered fiscal year | $0 | | Compensation Actually Paid to CEO | $(1,561,825) |

  98. PAY VERSUS PERFORMANCE

    | 50 | | Edgewell | 2025 Proxy Statement |

  99. PAY VERSUS PERFORMANCE

    Amounts reported in this column are based on average total compensation reported for our other NEOs in the Summary Compensation Table for the indicated fiscal years and adjusted as shown in the table below. We used the same methodology and assumptions to compute the fair value of outstanding equity awards as detailed in “Note 15. Share-Based Payments” of the Notes to Consolidated Financial Statements of our Annual Report on Form 10-K for the fiscal year ended September 30, 2025 but updated to reflect the appropriate information as of September 30, 2025.

  100. PAY VERSUS PERFORMANCE

    | | Fiscal Year 2025 | | Average Total Compensation for other NEOs as reported SCT for the covered year | $2,319,231 | | Deduct average pension values reported in SCT for the covered year | $0 | | Deduct average grant date fair value of equity awards reported in SCT for the covered year | $(1,317,213) | | Add average pension value attributable to current year’s service and any change in pension value attributable to plan amendments made in the covered year | $0 | | Add average fair values as of the end of the covered year of all equity awards granted during the covered year that are outstanding and unvested as of the end of such covered year | $347,527 | | Add average fair value as of the vesting date of any awards granted in the covered year that vested during the covered year | $0 | | Add average dividends paid on unvested shares/share units and stock options | $15,133 | | Add the average change in fair value (whether positive or negative) as of the end of the covered year of any equity awards granted in any prior year that are outstanding and unvested as of the end of such covered year | $(342,806) | | Add the average change in fair value (whether positive or negative) as of the vesting date of any equity awards granted in any prior year for which all applicable vesting conditions were satisfied during the covered year | $(18,648) | | Subtract the fair value of any equity awards granted in any prior year that fail to meet the applicable vesting conditions during the covered fiscal year | $(420,446) | | Average Compensation Actually Paid to Other NEOs | $582,777 |

  101. PAY VERSUS PERFORMANCE

    (4) Represents the value of a hypothetical $100 investment beginning at market close on September 30, 2020, assuming reinvestment of dividends. (5) Pursuant to Item 402(v) of Regulation S-K, the Company used the same peer group used for purposes of Item 201(e) of Regulation S-K, the S&P Composite 1500 Household Products Index. (6) Represents Adjusted EBITDA as shown in Appendix A.

  102. Description of the Relationship Between Compensation Actually Paid to our Named Executive Officers and Company Performance

    Description of the Relationship Between Compensation Actually Paid to our Named Executive Officers and Company Performance The charts below describe the relationship between compensation actually paid to our CEO and to our other NEO (as calculated above) and our financial and stock performance for the indicated years. In addition, the first chart below compares our cumulative TSR and peer group cumulative TSR for the indicated years.

  103. Description of the Relationship Between Compensation Actually Paid to our Named Executive Officers and Company Performance

    | | Edgewell | 2025 Proxy Statement | 51 |

  104. Description of the Relationship Between Compensation Actually Paid to our Named Executive Officers and Company Performance

    | 52 | | Edgewell | 2025 Proxy Statement |

  105. ITEM 1. ELECTION OF DIRECTORS

    ITEM 1. ELECTION OF DIRECTORS Our Board currently consists of 10 members. All directors have been previously elected by our shareholders. The nine directors named herein have been nominated for election at the Annual Meeting to serve for a one-year term expiring at our 2027 annual meeting of shareholders (“2027 Annual Meeting”). James C. Johnson has not been nominated for re-election. Our Board has nominated Messrs. Black, Corbin, Hunter, Little, Sachdev and Waring and Mss. Hendra, Sit and Stahl for election as directors at this meeting. Each nominee is currently serving as a director and has consented to serve for the one-year term. Each nominee elected as a director will continue in office until his or her successor has been elected and qualified. We do not know of any reason why any of the nominees for director named herein would be unable to serve; however, if any nominee is unable to serve as a director at the time of the Annual Meeting, your proxy may be voted for the election of another person our Board may nominate in his or her place, unless you indicate otherwise, or the Board may reduce its size. Vote Required. The affirmative vote of a majority of the voting power represented in person or by proxy and entitled to vote on the matter is required for the election of each director.

  106. THE MEMBERS OF THE BOARD OF DIRECTORS RECOMMEND A VOTE FOR THE ELECTION OF THE NINE DIRECTOR NOMINEES

    THE MEMBERS OF THE BOARD OF DIRECTORS RECOMMEND A VOTE FOR THE ELECTION OF THE NINE DIRECTOR NOMINEES Our Corporate Governance Principles require that any director-nominee who receives a number of votes cast in favor of their election that is less than a majority of the number of votes cast on the matter at a duly held meeting of the Company’s shareholders shall tender their resignation from the Board, which resignation shall be effective only upon its acceptance by the Board. In each such case, the Corporate Governance Committee will consider any such tendered resignation and, within a reasonable period of time, make a recommendation to the Board. The Corporate Governance Committee may consider any factors it deems relevant in deciding whether to recommend that the Board accept a director’s resignation. The Board will act following the receipt of the recommendation of the Corporate Governance Committee and will publicly disclose its decision. If the Board determines not to accept any such resignation, the Board will publicly disclose a detailed explanation of the rationale behind such decision within 60 days from the date such resignation is tendered. The policy is set forth within our Company’s Corporate Governance Principles, which is available on our website, www.edgewell.com, click on “Investors,” then “Corporate Governance,” then “Corporate Governance Principles.” Information on our website does not constitute a part of this Proxy Statement.

  107. THE MEMBERS OF THE BOARD OF DIRECTORS RECOMMEND A VOTE FOR THE ELECTION OF THE NINE DIRECTOR NOMINEES

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  108. THE MEMBERS OF THE BOARD OF DIRECTORS RECOMMEND A VOTE FOR THE ELECTION OF THE NINE DIRECTOR NOMINEES

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