DEF 14A of Edgewell Personal Care Co, Dec 20, 2023

DEF 14A of Edgewell Personal Care Co

Filed Dec 20, 2023 · FY20230001140361-23-058531

Open on EDGAR

  1. Director Nominees (standing for election for a term expiring in 2025)

    Director Nominees (standing for election for a term expiring in 2025)

  2. Director Nominees (standing for election for a term expiring in 2025)

    | Name | Age | Professional Background | Board Committees | | Robert W. Black | 64 | Executive Advisor Partner, Wind Point Partners and Chair, RTIC Outdoors | Audit, HC&CC | | George R. Corbin | 59 | Former Chief Operating Officer, Onriva | Audit, HC&CC | | Carla C. Hendra | 67 | Global Chief Executive Officer, Ogilvy Consulting | HC&CC, Corporate Governance | | John C. Hunter, III | 76 | Former Chair, President and Chief Executive Officer, Solutia, Inc. | Non-Employee Chair of the Board, Audit | | James C. Johnson | 71 | Former General Counsel, Loop Capital Markets LLC | HC&CC, Corporate Governance | | Rod R. Little | 54 | President and Chief Executive Officer, Edgewell Personal Care Company | | | Joseph D. O’Leary | 65 | Former President and Chief Operating Officer, Petsmart, Inc. | Audit, Corporate Governance | | Rakesh Sachdev | 67 | Former Chief Executive Officer, Platform Specialty Products Corporation and Sigma Aldrich Corporation | HC&CC, Corporate Governance | | Swan Sit | 46 | Sole Owner, Swan Sit, LLC | HC&CC, Corporate Governance | | Gary K. Waring | 64 | Former Assurance Partner, Ernst & Young LLP | Audit, Corporate Governance |

  3. Director Nominees (standing for election for a term expiring in 2025)

    | | | 2023 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 this meeting for a term expiring at the 2025 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 led the portfolio reconstruction, reinvigoration and reorganization of the company’s international businesses. 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. | | | | Current and Previous Experience • Wind Point Partners (since 2013) • Executive Advisor Partner • Kimberly-Clark (2006-2012) • 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 • Bachelor’s degree in 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, digital strategy, marketing, business transformation 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 in a non-director capacity on the board’s Digital Subcommittee and also as Chief Digital Officer. Prior to Mars, Incorporated he was Senior Vice President of Digital at Marriott International where he led a $13.5 billion digital business and 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, Onriva. Mr. Corbin 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 boards. | | | | Current and Previous Experience • Onriva (2021-2023) • Chief Operating Officer • NextGen Venture Partners (since 2019) • Venture Partner • Mars, Incorporated (2017-2019) • Chief Digital Officer • Marriott International (2002-2017) • Senior Vice President, Digital • Vice President, Digital Strategy, Global eMarketing, Global eCommerce Services & International eCommerce • Vice President Digital Strategy | Education • BS degree, University of California Davis • MBA, Harvard Business School |

  7. INFORMATION ABOUT NOMINEES FOR DIRECTOR

    | 4 | | | 2023 Proxy Statement |

  8. INFORMATION ABOUT NOMINEES FOR DIRECTOR

    | Director since 2015 Board Committees: • HC&CC • Corporate Governance | 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 currently leads Ogilvy Consulting, the global strategy consulting and innovation arm of Ogilvy. Ms. Hendra has led two acquisitions for Ogilvy: The Lacek Group loyalty specialists, and Leopard, a sales enablement group which is now part of Ogilvy USA. | | | | Current and Previous Experience • The Ogilvy Group (since 1996) • Global Chief Executive Officer, Ogilvy Consulting (since 2021) • Global Chair (through 2017) • Chief Digital Officer (2016-2020) | Public Company Boards • Caleres, Inc. (since 2005) • Nominating & Governance Committee Past Public Company Boards • Velocity (2020-2023) Education • BA in Humanities, University of Chicago • Textile Design, Fashion Institute of Technology, New York City |

  9. INFORMATION ABOUT NOMINEES FOR DIRECTOR

    | Director since 2005 Non-Executive Chair since March 2019 Board Committees: • Audit | John C. Hunter, III Mr. Hunter was elected as our Non-Executive Chair 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 boards. | | | | Previous Experience • Solutia, Inc. (1999-2004) • 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

    | | | 2023 Proxy Statement | 5 |

  11. INFORMATION ABOUT NOMINEES FOR DIRECTOR

    | Director since 2013 Board Committees: • HC&CC • Corporate Governance, Chair | James C. Johnson Mr. Johnson brings to our Board extensive executive management and leadership experience. Prior to serving as General Counsel of Loop Capital Markets LLC, a financial services firm, Mr. Johnson served as Corporate Vice President, Corporate Secretary and Assistant General Counsel of aerospace and defense firms, Northrop Grumman Corporation and The Boeing Company. Mr. Johnson retired as the General Counsel of Loop Capital Markets LLC, a financial services firm, in December 2013. As a former general counsel, Mr. Johnson brings strong legal, compliance, risk management, corporate governance and executive compensation plan design experience to our Board. | | | | Previous Experience • Loop Capital Markets LLC (2010-2013) • General Counsel | Public Company Boards • Energizer Holdings, Inc. (since 2015) • Governance Committee (Chair) • Ameren Corporation (since 2005) • Compensation Committee • Governance Committee • HanesBrands Inc. (since 2006) • Governance Committee Education • BA & J.D., University of Pennsylvania • Certificate, Cybersecurity Oversight from the NACD |

  12. INFORMATION ABOUT NOMINEES FOR DIRECTOR

    | Director since 2019 | Rod R. Little President and Chief Executive Officer, Edgewell Personal Care Company (since March 2019) Mr. Little has been our President and Chief Executive Officer since March 2019. From March 2018 to March 2019, he was our Chief Financial Officer. Mr. Little brings to our Board more than 20 years of global experience in CPG organizations, 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) • Chief Financial Officer • Elizabeth Arden (2014-2016) • Executive Vice President & Chief Financial Officer • Procter & Gamble (1997-2014) • Various Finance positions | Public Company Boards • Victoria’s Secret & Co. (since 2023) • Human Capital & Compensation Committee Education • BS degree in Business Management, United States Air Force Academy • MBA in Finance, University of Pittsburgh |

  13. INFORMATION ABOUT NOMINEES FOR DIRECTOR

    | 6 | | | 2023 Proxy Statement |

  14. INFORMATION ABOUT NOMINEES FOR DIRECTOR

    | Director since 2018 Board Committees: • Audit • Corporate Governance | Joseph D. O’Leary Mr. O’Leary brings to our Board his extensive experience in global supply chain operations, marketing and merchandising. He also provides insightful expertise in executive management and leadership to our Board. Mr. O’Leary retired as the President and Chief Operating Officer of Petsmart, Inc. in 2014. While at Petsmart he served in key leadership roles at various corporate and functional levels, including merchandising, supply chain and strategic planning. | | | | Previous Experience • Petsmart, Inc. (2006-2014) • President and Chief Operating Officer • Senior Vice President, Supply Chain Past Public Company Boards • Big Heart Pet (2014-2015) • Petsmart, Inc. (2015-2019) • Francesca’s Holdings Corporation (2013-2020) | Public Company Boards • Sprouts Farmers Market, Inc. (since 2017) • Nominating & Governance Committee • Compensation Committee Education • BA in Business, University of Portsmouth, Portsmouth, England • Sr. Executive Program, Columbia University • Director’s Consortium, Stanford University |

  15. INFORMATION ABOUT NOMINEES FOR DIRECTOR

    | Director since 2015 Board Committees: • HC&CC, Chair • Corporate Governance | Rakesh Sachdev Mr. Sachdev brings experience as both a chief executive officer and 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) • Chief Executive Officer • Sigma-Aldrich Corporation (2008-2015) • 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) • Compensation Committee • Governance Committee • Regal Rexnord Corporation (since 2007) • Compensation Committee Education • B.Tech in Mechanical Engineering, Indian Institute of Technology, Delhi • MBA in Business, Indiana University • MS in Mechanical Engineering, University of Illinois at Urbana-Champaign |

  16. INFORMATION ABOUT NOMINEES FOR DIRECTOR

    | | | 2023 Proxy Statement | 7 |

  17. INFORMATION ABOUT NOMINEES FOR DIRECTOR

    | Director since 2020 Board Committees: • HC&CC • Corporate Governance | 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) • Nike (2018-2019) • Vice President, Global Digital Marketing • Vice President, Digital Capabilities, Business Operations & Service • Revlon & Elizabeth Arden (2015-2017) • Vice President, Global Digital | Public Company Boards • Novabay Pharmaceuticals (since 2019) • Nominating & Corporate Governance • Compensation Committee • Audit Committee Education • BA, Economics, Harvard University • MBA, Columbia Business School |

  18. INFORMATION ABOUT NOMINEES FOR DIRECTOR

    | Director since 2018 Board Committees: • Audit, Chair • Corporate Governance | Gary Waring Mr. Waring brings to our Board extensive knowledge in 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 boards. | | | | Previous Experience • Ernst & Young LLP (1981-2017) • 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 |

  19. INFORMATION ABOUT NOMINEES FOR DIRECTOR

    | 8 | | | 2023 Proxy Statement |

  20. INFORMATION ABOUT NOMINEES FOR DIRECTOR

    Average Tenure = 8 years

  21. NON-EMPLOYEE DIRECTOR COMPENSATION

    NON-EMPLOYEE DIRECTOR COMPENSATION We provided several elements of compensation to our directors for service on our Board during fiscal 2023 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 committee’s independent consultant, Meridian Compensation Partners, LLC (“Meridian”). Following discussion and consultation with Meridian, the Board determined that there would be no modifications to the existing non-employee director compensation.

  22. NON-EMPLOYEE DIRECTOR COMPENSATION

    | Elements of Non-Employee Director Compensation for Fiscal 2023 | | | Compensation Elements | Compensation Amounts | | Annual Retainer (1) | $100,000 | | Chair of the Board Annual Retainer | $115,000 | | Committee Chair Annual Retainer | | | Audit Committee | $20,000 | | Human Capital & Compensation Committee | $20,000 | | Corporate Governance Committee | $20,000 | | Annual Restricted Stock Equivalent Award (2) | $145,000 | | New Director Restricted Stock Equivalent Award (3) | $100,000 |

  23. 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. |

  24. NON-EMPLOYEE DIRECTOR COMPENSATION

    | (2) All non-employee directors receive an annual restricted stock equivalent award under our 2018 Amended & Restated Stock Incentive Plan (“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. |

  25. NON-EMPLOYEE DIRECTOR COMPENSATION

    | (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. |

  26. NON-EMPLOYEE DIRECTOR COMPENSATION

    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.

  27. NON-EMPLOYEE DIRECTOR COMPENSATION

    | | | 2023 Proxy Statement | 17 |

  28. NON-EMPLOYEE DIRECTOR COMPENSATION FOR FISCAL 2023

    NON-EMPLOYEE DIRECTOR COMPENSATION FOR FISCAL 2023

  29. NON-EMPLOYEE DIRECTOR COMPENSATION FOR FISCAL 2023

    | Name | Fees Earned or Paid in Cash (1) | Stock Awards (2) | All Other Compensation (3) (4) | Total | | Robert W. Black | $100,000 | $145,000 | $2,025 | $247,025 | | George R. Corbin | $100,000 | $145,000 | $0 | $245,000 | | Carla C. Hendra | $50,000 | $195,000 | $2,025 | $247,025 | | John C. Hunter, III | $215,000 | $145,000 | $0 | $360,000 | | James C. Johnson | $120,000 | $145,000 | $0 | $265,000 | | Joseph D. O’Leary | $100,000 | $145,000 | $2,025 | $247,025 | | Rakesh Sachdev | $120,000 | $145,000 | $0 | $265,000 | | Swan Sit | $100,000 | $145,000 | $7,457 | $252,457 | | Gary K. Waring | $120,000 | $145,000 | $810 | $265,810 |

  30. NON-EMPLOYEE DIRECTOR COMPENSATION FOR FISCAL 2023

    | (1) This column reflects retainers earned during fiscal 2023. |

  31. NON-EMPLOYEE DIRECTOR COMPENSATION FOR FISCAL 2023

    | (2) This column reflects the aggregate grant date fair value, in accordance with FASB, ASC Section 718, of the RSE awards granted on February 3, 2023 under our A&R 2018 Plan as described in the narrative above. Refer to “Note 13. 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, 2023 for further discussion. The number of unvested RSEs held by our directors as of September 30, 2023, was as follows: Messrs. Black, Corbin, Hunter, Johnson, O’Leary, Sachdev, and Waring and Ms. Sit, 3,318; and Ms. Hendra, 4,542 (3,318 plus 651 granted on 1/3/2023 and 573 granted on 4/3/2023, respectively, using her quarterly cash retainer. The number of vested RSEs deferred until retirement from our Board held by our directors as of September 30, 2023, was as follows: Mr. Black, 3,944; Mr. Corbin, 3,375; Ms. Hendra, 6,731; Mr. Hunter, 19,391; Mr. Johnson, 22,907; Mr. O’Leary, 3,156; Mr. Sachdev, 21,005; Ms. Sit, 0; and Mr. Waring, 15,764. |

  32. NON-EMPLOYEE DIRECTOR COMPENSATION FOR FISCAL 2023

    | (3) The following items are not included within the above disclosure of director compensation: |

  33. NON-EMPLOYEE DIRECTOR COMPENSATION FOR FISCAL 2023

    | (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. |

  34. NON-EMPLOYEE DIRECTOR COMPENSATION FOR FISCAL 2023

    | (ii) We provide transportation and lodging for out-of-town directors attending Board and committee meetings. |

  35. NON-EMPLOYEE DIRECTOR COMPENSATION FOR FISCAL 2023

    | (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. |

  36. NON-EMPLOYEE DIRECTOR COMPENSATION FOR FISCAL 2023

    | (4) This column reflects dividends payable to the non-employee directors for vested accrued restricted stock equivalents: Messrs. Black, O’Leary and Ms. Hendra, $2,025; for Ms. Sit, $7,457; and for Mr. Waring, $810. |

  37. NON-EMPLOYEE DIRECTOR COMPENSATION FOR FISCAL 2023

    | 18 | | | 2023 Proxy Statement |

  38. How Pay Was Tied to our Company’s Performance in Fiscal Year 2023

    | • | Fiscal Year 2023 Annual Incentive Payout. For the fiscal 2023 Executive Officer Bonus Program, the combined weighted payout for the NEOs was 126% of the target amount. |

  39. How Pay Was Tied to our Company’s Performance in Fiscal Year 2023

    | • | Fiscal Year 2023 Long-Term Incentive Payout. The performance metrics for our fiscal year 2020 Long-Term Incentive award was relative total shareholder return (TSR). The total payout for these PRSEs was 200% of target. |

  40. Principles of the Edgewell Compensation Program

    | • | Alignment of our executive officer’s 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 benchmarked against a selected peer group; and |

  41. Principles of the Edgewell Compensation Program

    | • | We discourage behavior that could lead to unnecessary or excessive risk-taking by providing a balance of fixed and at-risk pay, with short-term and long-term performance horizons. |

  42. Principles of the Edgewell Compensation Program

    In order to align the compensation received by our executives with the returns received by our shareholders, a substantial portion of the NEOs’ total compensation has historically been in the form of performance-based and time-based vesting of restricted stock equivalents and stock options. Our incentive compensation program focuses on a combination of short- and long-term metrics which motivate the achievement of our Company’s performance targets. We further align the interests of our executive officers and shareholders through our use of stock ownership guidelines and prohibitions on hedging or pledging as collateral of Edgewell common stock.

  43. Compensation Benchmarking

    Compensation Benchmarking Meridian, with direction from the HC&CC, develops a custom peer group of companies against which the HC&CC benchmarks our compensation program. Following a thorough review, the HC&CC determined that we would continue with the same peer group as the prior year. Peer companies are selected based on a variety of criteria, including consumer products businesses, businesses with a strong brand focus, competitors for executive talent, and similarly sized businesses in terms of revenues and market capitalization. At the time of the approval, the Company ranked at 41%, 38% and 51% on revenue, market cap and EBITDA, respectively, placing us near the median of our peer group on each of these quantitative categories. 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 custom peer group of 18 companies approved by the HC&CC for fiscal 2023 is comprised of the following companies:

  44. Compensation Benchmarking

    | ⯀ Church & Dwight Co., Inc. | ⯀ McCormick & Company, Incorporated | ⯀ Sleep Number Corporation | | ⯀ Energizer Holdings, Inc. | ⯀ Nu Skin Enterprises, Inc. | ⯀ Spectrum Brands Holdings, Inc. | | ⯀ Fossil Group, Inc. | ⯀ Oxford Industries, Inc. | ⯀ The Clorox Company | | ⯀ HanesBrands Inc. | ⯀ Post Holdings, Inc. | ⯀ The Hain Celestial Group, Inc. | | ⯀ Hasbro, Inc. | ⯀ Prestige Brands Holdings, Inc. | ⯀ Tupperware Brands Corporation | | ⯀ Helen of Troy Limited | ⯀ Revlon Inc. | ⯀ USANA Health Sciences |

  45. Performance Measures Driving 2023 Compensation

    Performance Measures Driving 2023 Compensation Short-Term Incentive Plan

  46. Performance Measures Driving 2023 Compensation

    | Adjusted EBITDA | Adjusted Net Sales | Strategic Priorities Achieved | | $340.0M | $2,199.0M | 2 | | Target of $320.0M | Target of $2,190.0M | Target of 4 |

  47. Performance Measures Driving 2023 Compensation

    Long-Term Incentive Plan

  48. Performance Measures Driving 2023 Compensation

    | Relative TSR (Quarterly Average) | | 87% | | Target of 50% |

  49. Elements of Compensation

    Base Salary. We benchmark base salary against our peer group annually as a guide to setting compensation for key positions, including the Named Executive Officers, in the context of prevailing market practices. 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, taking into account the recommendation of the Board’s compensation consultant. In connection with those reviews, Meridian, without input from management, provides the HC&CC with a market competitive range of possible 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. The HC&CC evaluated the annual base salaries of the individuals then serving as executive officers at its November 2022 meeting and set the base salaries of the following NEOs:

  50. 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 determined by the HC&CC. The annual bonus program for fiscal 2023 for those serving as executive officers at the start of fiscal 2023 (the “Executive Officer Bonus Program”) was designed to measure Company-wide performance against three metrics:

  51. Short-Term Incentive Program—Annual Cash Bonus

    | • | Adjusted EBITDA (40% of the bonus target); |

  52. Short-Term Incentive Program—Annual Cash Bonus

    | • | Adjusted Net Sales (40% of the bonus target); and |

  53. Short-Term Incentive Program—Annual Cash Bonus

    | • | Strategic Priorities (20% of the bonus target), |

  54. Short-Term Incentive Program—Annual Cash Bonus

    The metrics and targets for the Executive Officer Bonus Program were chosen based on fulfilling our Company’s business plan for fiscal 2023 and to ensure alignment with shareholder interests. We chose Adjusted EBITDA to emphasize profit growth and the Adjusted Net Sales metric to emphasize top line growth. We replaced Working Capital as a Percentage of Net Sales with 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 set by the HC&CC at the beginning of the fiscal year. The HC&CC assigned individual bonus targets to each of the executive officers, based upon individual performance and peer group market data provided by Meridian. The following bonus targets, defined as a percentage of the individual’s base salary for the term of the bonus program, were assigned to the following individuals at the HC&CC’s November 2022 meeting:

  55. Short-Term Incentive Program—Annual Cash Bonus

    | Name | Bonus Target as a Percentage of Base Salary | | Mr. Little | 125% | | Mr. Sullivan | 75% | | Mr. O’Toole | 75% | | Mr. Hill | 65% | | Mr. Hibbert | 65% |

  56. Short-Term Incentive Program—Annual Cash Bonus

    | 32 | | | 2023 Proxy Statement |

  57. Short-Term Incentive Program—Annual Cash Bonus

    Our NEOs are eligible to receive bonus payouts under the Executive Officer Bonus Program, if any, upon achievement of results compared against pre-determined Company performance targets established by the HC&CC. For the Executive Officer Bonus Program for fiscal 2023, the combined weighted payout for these named executive officers was 125.6% of the target amount, based on outcomes under the following three performance metrics:

  58. Short-Term Incentive Program—Annual Cash Bonus

    | | % of Bonus | Performance Range | | | | Award Percentage Payout | | | | Threshold | Target | Stretch | FY23 Actual Performance Achievement | | | Adjusted EBITDA | 40% | $306 million (95% of target performance) | $320 million | $352 million (110% of target performance) | $340 million (106.2% of target performance) | 177% | | Adjusted Net Sales | 40% | $2,091 million (95% of target performance) | $2,190 million | $2,409 million (110% of target performance) | $2,199 million (100.4% of target performance) | 112% |

  59. Short-Term Incentive Program—Annual Cash Bonus

    | | % of Bonus | Performance Range | | | | | | | Priority | Weighting | FY23 Actual Performance Achievement | Award Percentage Payout | | Strategic Priorities | 20% | Global Teammate Engagement/Experience Survey Results | 25% | 100% | 50% | | | | Working Capital % of Net Sales | 25% | 0% | | | | | Billie Integration | 25% | 100% | | | | | Integrated Business Planning (IBP) | 25% | 0% | |

  60. Short-Term Incentive Program—Annual Cash Bonus

    | TOTAL | 100% | 125.6% of Target |

  61. Short-Term Incentive Program—Annual Cash Bonus

    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. The threshold for Adjusted EBITDA and Adjusted Net Sales is 50%. The maximum payout for the financial goals (Adjusted EBITDA and Adjusted Net Sales) is 225% and the maximum payout for strategic priorities is 100%. 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 including gross profit, SG&A, operating income, income taxes, net earnings, diluted earnings per share, and EBITDA to make internal operating decisions. The following items are excluded when analyzing non-GAAP measures: restructuring and related costs, acquisition and integration costs, Sun Care reformulation costs, VAT settlement costs, loss on defined benefit settlement, stock keeping unit (“SKU”) rationalization charges, income from resolution of legal matters and, at times, management excludes other costs and income. Adjusted EBITDA Adjusted EBITDA means our Company’s EBITDA determined in accordance with U.S. generally accepted accounting principles (“GAAP”), subject to adjustment for certain limited matters, including the effects of acquisitions, divestitures, extraordinary transactions such as mergers or spin-offs, reorganizations, unusual or non-recurring non-cash accounting impacts, and costs associated with restructurings. The HC&CC determined that, for purposes of the plan, Adjusted EBITDA for the period was $340 million, resulting in awards payable under the plan at 177% of target with respect to this performance metric.

  62. Short-Term Incentive Program—Annual Cash Bonus

    | | | 2023 Proxy Statement | 33 |

  63. Short-Term Incentive Program—Annual Cash Bonus

    Adjusted Net Sales Adjusted Net Sales means net sales, as determined in accordance with GAAP, adjusted to account for the impact of changes in foreign currency, the impact of acquisitions and divestitures, extraordinary transactions such as mergers or spin-offs, reorganizations, and unusual or non-recurring non-cash accounting impacts, and costs associated with restructurings. The HC&CC determined Adjusted Net Sales for the period was $2,199 million, resulting in awards payable under the plan at 112% of target with respect to this performance metric. Strategic Priorities Strategic Priorities are a set of four enterprise-wide strategic objectives 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. Payouts for the strategic objectives are capped at 100% of target with each objective weighted 25%. The HC&CC determined that the Company had achieved 50% of the Strategic Priorities for the performance period, resulting in awards payable under the plan at 50% of target with respect to this performance metric. See “Executive Compensation – Summary Compensation Table” for the payouts under the Executive Bonus Program for fiscal 2023 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.

  64. Historical Pay-for-Performance Table

    | Name and Principal Position | Year | Salary | Bonus Target Percentage | Bonus Available at Target | Bonus Paid | | Rod R. Little President and Chief Executive Officer | 2023 | $1,100,000 | 125% | $1,375,000 | $1,727,440 | | | 2022 | $1,050,000 | 115% | $1,312,500 | $1,017,923 | | | 2021 | $1,000,000 | 115% | $1,150,000 | $1,264,080 | | Daniel J. Sullivan Chief Financial Officer | 2023 | $750,000 | 75% | $562,500 | $706,680 | | | 2022 | $730,000 | 75% | $547,500 | $424,619 | | | 2021 | $710,000 | 70% | $497,000 | $546,303 | | Eric F. O’Toole President, North America | 2023 | $600,000 | 75% | $450,000 | $565,344 | | | 2022 | $520,000 | 70% | $364,000 | $282,304 | | | 2021 | $500,000 | 60% | $300,000 | $329,760 | | John N. Hill Chief Human Resources Officer | 2023 | $465,000 | 65% | $302,250 | $379,723 | | | 2022 | $445,000 | 60% | $267,000 | $207,075 | | Paul R. Hibbert Chief Supply Chain Officer | 2023 | $465,000 | 65% | $302,250 | $379,723 | | | 2022 | $445,000 | 60% | $267,000 | $207,075 |

  65. Long-Term Incentive Program—Equity Awards (Restricted Stock Equivalents and Options)

    Long-Term Incentive Program—Equity Awards (Restricted Stock Equivalents and Options) Our A&R 2018 Plan authorizes the HC&CC, to grant various types of equity awards. Under the A&R 2018 Plan, the HC&CC granted to key executives RSE awards, consisting of PRSEs and time-vesting awards. PRSE awards are tied to both 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 HC&CC also granted to key executives’ stock option awards under the A&R 2018 Plan, tied to continued employment with our Company over a set time period as the condition to vesting of the awards. All awards granted during fiscal 2023 were issued under our A&R 2018 Plan as the 2nd A&R 2018 Plan was not yet approved by shareholders.

  66. Long-Term Incentive Program—Equity Awards (Restricted Stock Equivalents and Options)

    | | Represents the fiscal year end that the performance award will vest subject to meeting the performance criteria. |

  67. Long-Term Incentive Program—Equity Awards (Restricted Stock Equivalents and Options)

    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. Our CEO recommends to the HC&CC the number and type of RSEs and stock options 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 valued on the date of grant, as well as other factors, such as the officers’ individual performance, current dilution rates, 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 market competitive range of potential awards to the HC&CC. However, the HC&CC considers alternatives outside the range and determines the award to recommend to our Board considering the competitive posture, 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 unrestricted shares of our common stock. PRSE awards are earned based on the level of performance over the vesting period against pre-established goals. Upon vesting, stock option awards become exercisable for the purchase of shares of our common stock at a price per share established at the time of grant, so that the option will have no financial value unless the price of our common stock appreciates following the date of grant. The value of all our equity awards fluctuate 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 2023 The HC&CC approved the grant of both performance-based and time-vesting RSE awards to the NEOs in November 2022. 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 November 2022, we used a three-year relative TSR metric, benchmarked against the following select group of peer companies to provide a relative performance metric and tie our executive leadership’s performance outcome to our stock performance.

  68. Long-Term Incentive Program—Equity Awards (Restricted Stock Equivalents and Options)

    | | | 2023 Proxy Statement | 35 |

  69. Long-Term Incentive Program—Equity Awards (Restricted Stock Equivalents and Options)

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

  70. Long-Term Incentive Program—Equity Awards (Restricted Stock Equivalents and Options)

    The PRSEs will vest and convert into shares of Edgewell common stock on a date chosen by the Board shortly after their certification of the Company’s earnings for the fiscal year ending September 30, 2025 if the TSR metric for the three-year period commencing October 1, 2022 through September 30, 2025 (the “Performance Period”) equals or exceeds the hurdles set forth below relative to our peer group and subject to the recipient remaining employed with our Company on the vesting date.

  71. Long-Term Incentive Program—Equity Awards (Restricted Stock Equivalents and Options)

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

  72. Long-Term Incentive Program—Equity Awards (Restricted Stock Equivalents and Options)

    The PRSEs have a threshold, target and stretch level of performance. Upon achievement of the threshold level of performance, 50% of the stock equivalents will vest; 100% will vest upon achievement of target level performance; and 200% will vest upon achievement of stretch level performance. No PRSEs will vest if results are below the threshold goal, and no additional awards will vest if results are above the stretch goal. Vesting will increase proportionately in 1/10th of 1% increments for final results between the goals indicated. 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 2023 The HC&CC approved the grant of stock option awards to the NEOs in November 2022. The stock option awards vest in equal installments on each of the first three anniversaries of the grant date if the recipient remains employed with our Company. Each option has an exercise price equal to the closing market price of our common stock on the date of grant, which was $39.75. These options will have value only if our Company’s stock price increases above $39.75, which provides incentive to the NEOs to increase shareholder value, thereby aligning their interests with those of our Company’s shareholders. The number of options granted to each NEO is shown in the “Grants of Plan-Based Awards” table.

  73. Long-Term Incentive Program—Equity Awards (Restricted Stock Equivalents and Options)

    | 36 | | | 2023 Proxy Statement |

  74. Executive Severance Plan

    Executive Severance Plan On September 23, 2016, the HC&CC adopted an executive severance plan for our Company. The 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). Unlike many other public companies, we have not offered employment agreements to our executives. In adopting the 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 therefore 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 a lump sum payment equal to:

  75. Executive Severance Plan

    | • | the executive’s annual base salary plus a severance bonus equal to the target short-term incentive plan target bonus for the executive for the most recently completed fiscal year, except in the case of the CEO, where such payment will be equal to two times for the CEO and 1.5 times for the NEOs the sum of the annual base salary and target severance bonus; and |

  76. Executive Severance Plan

    | • | 1.5 times the monthly premium cost for group health plan benefits for the NEO multiplied by 18, except in the case of the CEO where the health costs will be multiplied by 24. |

  77. Executive Severance Plan

    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 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, 2023, is provided under “Potential Payments upon Termination or Change in Control.”

  78. 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.

  79. Severance and Other Benefits Following a Change in Control

    | | | 2023 Proxy Statement | 37 |

  80. Hedging Policy

    | • | speculating on relatively short-term price movements of Edgewell securities—i.e., engaging in a purchase and sale of Edgewell stock within a short period of time. |

  81. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE This Summary Compensation Table sets forth information for compensation relating to fiscal years 2023, 2022 and 2021. For a discussion of fiscal year 2023 compensation, see “Compensation Discussion and Analysis” above.

  82. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary | Bonus (1) | Stock Awards (2) | Option Awards (3) | Non- Equity Incentive Plan Compen- sation (1) | Change in Pension Value and Non- qualified Deferred Compen- sation Earnings (4) | All Other Compen- sation (5) | Total | | Rod R. Little President and Chief Executive Officer | 2023 | $1,095,833 | $0 | $6,360,768 | $1,200,006 | $1,727,440 | $0 | $133,081 | $10,157,128 | | | 2022 | $1,045,833 | $0 | $6,012,124 | $1,100,002 | $1,017,923 | $0 | $144,398 | $9,320,280 | | | 2021 | $1,000,000 | $0 | $4,265,484 | $1,455,006 | $1,264,080 | $0 | $119,456 | $8,104,026 | | Daniel J. Sullivan Chief Financial Officer | 2023 | $748,334 | $0 | $1,451,162 | $280,002 | $706,680 | $0 | $19,785 | $3,205,963 | | | 2022 | $728,333 | $0 | $1,279,859 | $240,013 | $424,619 | $0 | $76,354 | $2,749,178 | | | 2021 | $710,000 | $0 | $967,428 | $330,014 | $546,303 | $0 | $66,649 | $2,620,394 | | Eric F. O’Toole President, North America | 2023 | $593,334 | $0 | $1,036,533 | $200,006 | $565,344 | $0 | $50,689 | $2,445,906 | | | 2022 | $518,333 | $0 | $799,898 | $150,001 | $282,304 | $0 | $18,606 | $1,769,142 | | | 2021 | $500,000 | $0 | $615,699 | $210,018 | $329,760 | $0 | $40,645 | $1,696,122 | | John N. Hill Chief Human Resources Officer | 2023 | $463,334 | $0 | $673,777 | $130,009 | $379,723 | $189,648 | $46,929 | $1,896,535 | | | | | | | | | $13,115 | | | | | 2022 | $443,750 | $0 | $693,252 | $130,014 | $207,075 | $114,917 | $57,611 | $1,623,822 | | | | | | | | | ($22,797) | | | | Paul R. Hibbert Chief Supply Chain Officer | 2023 | $463,334 | $0 | $673,777 | $130,009 | $379,723 | $0 | $46,064 | $1,692,907 | | | 2022 | $443,883 | $0 | $639,984 | $120,007 | $207,075 | $0 | $50,697 | $1,461,646 |

  83. SUMMARY COMPENSATION TABLE

    | (1) 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 have been included in the Non-Equity Incentive Plan Compensation column of this table. See “Compensation Discussion and Analysis—Elements of Compensation—Incentive Programs—Short-Term Incentive Program—Annual Cash Bonus.” |

  84. SUMMARY COMPENSATION TABLE

    | (2) The amounts listed in this column include both time-vesting and performance-based restricted stock equivalent grants awarded in fiscal 2023 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. 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. Following is the maximum value, if paid, for the performance award granted in fiscal 2023, based on the grant date value: Mr. Little, $6,600,011; Mr. Sullivan, $1,400,035; Mr. O’Toole, $1,000,031; Mr. Hill, $650,032; and Mr. Hibbert, $650,032. |

  85. SUMMARY COMPENSATION TABLE

    | (3) The amounts listed in this column reflect the aggregate grant date fair value of stock options granted to our named executive officers calculated in accordance with FASB ASC Section 718, and do not reflect actual amounts paid to them, or realized by them, or that may be realized upon exercise by them. Assumptions used in the calculation of these amounts are included in “Note 13. 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, 2023. |

  86. SUMMARY COMPENSATION TABLE

    | 40 | | | 2023 Proxy Statement |

  87. SUMMARY COMPENSATION TABLE

    | (4) The amount reported in this column with respect to fiscal 2023 consists of the following: |

  88. SUMMARY COMPENSATION TABLE

    | Name | Change in Pension Value (i) | Above-market Earnings on Non-Qualified Deferred Compensation | Total | | Mr. Little | $0 | $0 | $0 | | Mr. Sullivan | $0 | $0 | $0 | | Mr. O’Toole | $0 | $0 | $0 | | Mr. Hill | $12,713 | $176,935 | $189,648 | | | $13,115 (ii) | $0 | $13,115 | | Mr. Hibbert | $0 | $0 | $0 |

  89. SUMMARY COMPENSATION TABLE

    | (i) Unless otherwise noted, these amounts reflect the aggregate changes in the actuarial present value of accumulated benefits under our defined benefit pension plan and the SERP, which are described in the narrative to the “Pension Benefits Table.” For the final average earnings formula benefit under the defined benefit pension plan, this amount reflects the difference in the calculated present value of the benefit during fiscal 2023. To the extent that payments under the defined benefit pension plan exceed limitations imposed by the Internal Revenue Service, the excess will be paid under the terms of the SERP. This also includes above-market earnings on non-qualified deferred compensation in our deferred compensation plan. |

  90. SUMMARY COMPENSATION TABLE

    | (ii) This amount reflects Mr. Hill’s participation in the Pension Plan for Employees of Edgewell Personal Care, which was a frozen plan in Canada. The plan was wound up and sold to an annuity insurance company on March 31, 2023. The amount for Mr. Hill was converted from Canadian dollars into U.S. dollars at the exchange rate of 1 CAD equals 0.7392 USD, the exchange rate in effect on March 31, 2023. |

  91. SUMMARY COMPENSATION TABLE

    | (5) The amounts reported in this column with respect to fiscal 2023 consist of the following: |

  92. SUMMARY COMPENSATION TABLE

    | Name | Company Matching Contributions 401(k) Plan (i) | Company Matching Contributions ESIP (i) | Term Life Insurance Premiums (ii) | Executive Financial Planning Program (iii) | HSA Employer Contribution (iv) | Wellness Credit (v) | AD&D and LTD Insurance Premiums (vi) | Total | | Mr. Little | $19,800 | $106,275 | $102 | $5,000 | $1,500 | $200 | $204 | $133,081 | | Mr. Sullivan | $17,979 | $0 | $102 | $0 | $1,500 | $0 | $204 | $19,785 | | Mr. O’Toole | $19,800 | $30,583 | $102 | $0 | $0 | $0 | $204 | $50,689 | | Mr. Hill | $19,509 | $20,989 | $102 | $5,000 | $1,125 | $0 | $204 | $46,929 | | Mr. Hibbert | $18,090 | $20,993 | $102 | $5,000 | $1,500 | $175 | $204 | $46,064 |

  93. SUMMARY COMPENSATION TABLE

    | (i) Company matching contributions or accruals in our 401(k) plan and ESIP. |

  94. SUMMARY COMPENSATION TABLE

    | (ii) Term life insurance premiums paid by our Company for the first $50,000 of coverage for each of the named executive officers. |

  95. SUMMARY COMPENSATION TABLE

    | (iii) | We reimburse the executives for 80% of the cost of personal financial advisory services, up to certain annual maximums. |

  96. SUMMARY COMPENSATION TABLE

    | (iv) Our Company pays an annual contribution to a Health Savings Account for each executive who elects to participate. |

  97. SUMMARY COMPENSATION TABLE

    | (v) Our Company pays an annual wellness credit for each executive who completes a biometric screening and health survey. |

  98. SUMMARY COMPENSATION TABLE

    | (vi) Our Company pays the premiums for Group Accidental Death & Dismemberment ($12.00 per person) and Group Long-Term Disability ($192 per person). |

  99. SUMMARY COMPENSATION TABLE

    The above list of perquisites does not include any contributions made by our charitable trust which may have been made at the request of any of the named executive officers. The trustees of that trust, who are employees of our Company, review requests for contributions to charitable organizations from employees, officers, directors, and the community at large, and, in their sole discretion, authorize contributions in accordance with the purposes of the trust. Officers are also eligible to participate in the charitable trust matching gift program, which is generally available to U.S. employees. Under this program, the foundation matches 100% of charitable donations of a minimum of $25 made to eligible charities, up to a maximum of $5,000 per year for each individual. Our Company will continue to honor requests under the charitable trust guidelines as long as funds exist at an appropriate level to do so.

  100. SUMMARY COMPENSATION TABLE

    | | | 2023 Proxy Statement | 41 |

  101. GRANTS OF PLAN-BASED AWARDS

    GRANTS OF PLAN-BASED AWARDS Awards to the NEOs, and to other key executives, were made in fiscal 2023 under two separate plans or programs:

  102. GRANTS OF PLAN-BASED AWARDS

    | • | 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 “Compensation Discussion and Analysis—Elements of Compensation—Incentive Programs—Short-Term Incentive Program—Annual Cash Bonus,” and |

  103. GRANTS OF PLAN-BASED AWARDS

    | • | our long-term incentive program, pursuant to which RSE awards (performance-based and time-vesting) and stock option awards were granted under the terms of our A&R 2018 Plan as described in more detail in “Compensation Discussion and Analysis—Elements of Compensation—Long-Term Incentive Programs—Equity Awards (Restricted Stock Equivalents and Options).” |

  104. GRANTS OF PLAN-BASED AWARDS TABLE

    GRANTS OF PLAN-BASED AWARDS TABLE

  105. GRANTS OF PLAN-BASED AWARDS TABLE

    | Name | Type of Award | Meeting Date | Grant 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 (#) | All Other Option Awards: Number of Shares Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | 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) | 11/2/2022 | 11/11/2022 | | | | | | | 37,736 | | | $1,500,006 | | | Perf Awd: PRSE (4) | 11/2/2022 | 11/11/2022 | | | | 41,510 | 83,019 | 166,038 | | | | $4,860,762 | | | Perf Awd: Options (5) | 11/2/2022 | 11/11/2022 | | | | | | | | 78,844 | $39.75 | $1,200,006 | | Mr. Sullivan | Bonus: Annl. Perf. (2) | | | $281,250 | $562,500 | $1,125,000 | | | | | | | | | | Perf.Awd: RSE (3) | 11/2/2022 | 11/11/2022 | | | | | | | 10,567 | | | $420,038 | | | Perf.Awd: PRSE (4) | 11/2/2022 | 11/11/2022 | | | | 8,806 | 17,611 | 35,222 | | | | $1,031,124 | | | Perf.Awd: Options (5) | 11/2/2022 | 11/11/2022 | | | | | | | | 18,397 | $39.75 | $280,002 | | Mr. O’Toole | Bonus: Annl. Perf. (2) | | | $225,000 | $450,000 | $900,000 | | | | | | | | | | Perf Awd: RSE (3) | 11/2/2022 | 11/11/2022 | | | | | | | 7,548 | | | $300,033 | | | Perf Awd: PRSE (4) | 11/2/2022 | 11/11/2022 | | | | 6,290 | 12,579 | 25,158 | | | | $736,500 | | | Perf Awd: Options (5) | 11/2/2022 | 11/11/2022 | | | | | | | | 13,141 | $39.75 | $200,006 | | Mr. Hill | Bonus: Annl. Perf. (2) | | | $115,125 | $302,250 | $604,500 | | | | | | | | | | Perf Awd: RSE (3) | 11/2/2022 | 11/11/2022 | | | | | | | 4,906 | | | $195,014 | | | Perf Awd: PRSE (4) | 11/2/2022 | 11/11/2022 | | | | 4,089 | 8,177 | 16,354 | | | | $478,763 | | | Perf Awd: Options (5) | 11/2/2022 | 11/11/2022 | | | | | | | | 8,542 | $39.75 | $130,009 | | Mr. Hibbert | Bonus: Annl. Perf. (2) | | | $151,125 | $302,250 | $604,500 | | | | | | | | | | Perf Awd: RSE (3) | 11/2/2022 | 11/11/2022 | | | | | | | 4,906 | | | $195,014 | | | Perf Awd: PRSE (4) | 11/2/2022 | 11/11/2022 | | | | 4,089 | 8,177 | 16,354 | | | | $478,763 | | | Perf Awd: Options (5) | 11/2/2022 | 11/11/2022 | | | | | | | | 8,542 | $39.75 | $130,009 |

  106. 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. |

  107. GRANTS OF PLAN-BASED AWARDS TABLE

    | (2) These represent the amounts which potentially could have been earned under the fiscal 2023 Executive Officer Bonus Program. |

  108. GRANTS OF PLAN-BASED AWARDS TABLE

    | (3) These restricted stock equivalents (time-vested) awarded on November 11, 2022, 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.” |

  109. GRANTS OF PLAN-BASED AWARDS TABLE

    | (4) These restricted stock equivalents (performance-based) awarded on November 11, 2022, will vest upon certification by the Board and release of our earnings for the fiscal year ending September 30, 2025 if the officer 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, 2021 (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. |

  110. GRANTS OF PLAN-BASED AWARDS TABLE

    | (5) These stock options awarded on November 11, 2022, 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 “Option Awards” column of the “Summary Compensation” table. The exercise price of $39.75 per share reflects the closing market price of our common stock on the date of grant. |

  111. GRANTS OF PLAN-BASED AWARDS TABLE

    | 42 | | | 2023 Proxy Statement |

  112. 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, 2023.

  113. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

    | • | RSEs that vest over a period of time and at vesting convert into non-restricted shares of our common stock. As of September 30, 2023, 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. |

  114. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

    | • | RSEs 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, 2023, we had outstanding unvested RSE awards with performance-based vesting conditions that will vest on a date chosen by the Board shortly after their certification once our Company releases earnings for the fiscal year ending September 30, 2023, subject to satisfaction of specific performance criteria being met. The performance metrics are the Cumulative Adjusted EBIDTA and the Cumulative Adjusted Net Sales of our Company for fiscal year 2021 through fiscal year 2023. The percentage of PRSEs vesting will range from 0% to 200% based on actual performance. In addition, we had outstanding unvested restricted stock equivalent awards with performance-based vesting conditions that will vest on a date chosen by the Board shortly after their certification once our Company releases earnings for the fiscal year ending September 30, 2024, 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 unvested restricted stock equivalent awards with performance-based vesting conditions that will vest on a date chosen by the Board 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. 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. |

  115. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

    | • | 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. |

  116. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

    RSEs and non-qualified stock options were granted under the terms of our A&R 2018 Plan.

  117. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

    | | | 2023 Proxy Statement | 43 |

  118. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END TABLE

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END TABLE

  119. 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 | 18,283 (9) | $675,740 | 82,274 (12) | $3,040,847 | | | 18,561 | 0 (3) | 44.74 | 3/1/2029 | 21,175 (10) | 782,628 | 139,756 (13) | 5,165,382 | | | 96,464 | 0 (4) | 31.44 | 11/14/2029 | 37,736 (11) | 1,394,723 | 166,038 (14) | 6,136,764 | | | 54,480 | 27,239 (5) | 38.91 | 11/13/2030 | | | | | | | 26,034 | 13,016 (6) | 35.37 | 11/13/2030 | | | | | | | 25,097 | 50,194 (7) | 43.29 | 11/12/2031 | | | | | | | 0 | 78,844 (8) | 39.75 | 11/11/2032 | | | | | | Mr. Sullivan | 23,580 | 0 (4) | $31.44 | 11/14/2029 | 4,146 (9) | $153,236 | 18,660 (12) | $689,674 | | | 12,357 | 6,178 (5) | 38.91 | 11/13/2030 | 5,544 (10) | 204,906 | 27,721 (13) | 1,024,568 | | | 5,905 | 2,952 (6) | 35.37 | 11/13/2030 | 10,567 (11) | 390,556 | 35,221 (14) | 1,301,768 | | | 5,476 | 10,952 (7) | 43.29 | 11/12/2031 | | | | | | | 0 | 18,397 (8) | 39.75 | 11/11/2032 | | | | | | Mr. O’Toole | 7,864 | 3,931 (5) | $38.91 | 11/13/2030 | 2,639 (9) | $97,537 | 11,875 (12) | $438,900 | | | 3,758 | 1,879 (6) | 35.37 | 11/13/2030 | 3,465 (10) | 128,066 | 17,326 (13) | 640,369 | | | 3,423 | 6,844 (7) | 43.29 | 11/12/2031 | 7,548 (11) | 278,974 | 25,158 (14) | 929,840 | | | 0 | 13,141 (8) | 39.75 | 11/11/2032 | | | | | | Mr. Hill | 17,379 | 0 (15) | $100.68 | 7/6/2025 | 2,262 (9) | $83,604 | 10,179 (12) | $376,216 | | | 14,695 | 0 (16) | 74.70 | 11/3/2026 | 3,003 (10) | 110,991 | 15,016 (13) | 554,991 | | | 6,139 | 0 (17) | 58.90 | 11/13/2027 | 4,906 (11) | 181,326 | 16,353 (14) | 604,407 | | | 7,711 | 0 (2) | 42.71 | 11/15/2028 | | | | | | | 13,505 | 0 (4) | 31.44 | 11/14/2029 | | | | | | | 6,740 | 3,370 (5) | 38.91 | 11/13/2030 | | | | | | | 3,221 | 1,610 (6) | 35.37 | 11/13/2030 | | | | | | | 2,967 | 5,932 (7) | 43.29 | 11/12/2031 | | | | | | | 0 | 8,542 (8) | 39.75 | 11/11/2032 | | | | | | Mr. Hibbert | 4,627 | 0 (2) | $42.71 | 11/15/2028 | 1,885 (9) | $69,670 | 8,482 (12) | $313,495 | | | 9,647 | 0 (4) | 31.44 | 11/14/2029 | 2,772 (10) | 102,453 | 13,861 (13) | 512,303 | | | 5,617 | 2,808 (5) | 38.91 | 11/13/2030 | 4,906 (11) | 181,326 | 16,353 (14) | 604,407 | | | 2,684 | 1,342 (6) | 35.37 | 11/13/2030 | | | | | | | 2,738 | 5,476 (7) | 43.29 | 11/12/2031 | | | | | | | 0 | 8,542 (8) | 39.75 | 11/11/2032 | | | | |

  120. 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 29, 2023, the last trading day of the fiscal year, of $36.96. |

  121. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END TABLE

    | (2) Represents stock options granted on 11/15/2018 which are fully vested and exercisable. |

  122. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END TABLE

    | (3) Represents stock options granted on 3/1/2019 which are fully vested and exercisable. |

  123. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END TABLE

    | (4) Represents stock options granted on 11/14/2019 which are fully vested and exercisable. |

  124. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END TABLE

    | (5) Represents premium stock options granted on 11/13/2020 which will vest 11/13/2023. As of the date of this proxy, all of these options will have vested. |

  125. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END TABLE

    | (6) Represents stock options granted on 11/13/2020 which will vest 11/13/2023. As of the date of this proxy, all of these options will have vested. |

  126. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END TABLE

    | (7) Represents stock options granted on 11/12/2021 which will vest ratably on 11/12/2023 and 11/12/2024. As of the date of this proxy, two-thirds of these options will have vested. |

  127. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END TABLE

    | 44 | | | 2023 Proxy Statement |

  128. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END TABLE

    | (8) Represents stock options granted on 11/11/2022 which will vest ratably on 11/11/2023, 11/11/2024 and 11/11/2025. As of the date of this proxy, one-third of these options will have vested. |

  129. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END TABLE

    | (9) Represents restricted stock equivalents granted on 11/13/2020 which will vest on 11/13/2023. As of the date of this Proxy Statement, all of this award will have vested. |

  130. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END TABLE

    | (10) Represents restricted stock equivalents granted on 11/12/2021 which will vest ratably on 11/12/2023 and 11/12/2024. As of the date of this proxy, two-thirds of this award will have vested. |

  131. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END TABLE

    | (11) Represents restricted stock equivalents granted on 11/11/2022 which will vest ratably on 11/11/2023, 11/11/2024 and 11/11/2025. As of the date of this proxy, one-third of this award will have vested. |

  132. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END TABLE

    | (12) Represents maximum number of performance stock equivalents granted on 11/13/2020 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, 2023 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, 2020 and ending on September 30, 2023. As of the date of this proxy, the final four-quarter average payout equals 200% of the target has vested. |

  133. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END TABLE

    | (13) Represents maximum number of performance stock equivalents granted on 11/12/2021 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, 2024 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, 2021 and ending on September 30, 2024. |

  134. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END TABLE

    | (14) Represents maximum number of performance stock equivalents granted on 11/11/2022 that may vest on a |

  135. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END TABLE

    date chosen by the Board shortly after their certification of our Company’s earnings for the fiscal year ending September 30, 2025 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, 2022 and ending on September 30, 2025.

  136. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END TABLE

    | (15) Represents stock options granted on 7/6/2015 which are fully vested and exercisable. |

  137. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END TABLE

    | (16) Represents stock options granted on 11/3/2016 which are fully vested and exercisable. |

  138. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END TABLE

    | (17) Represents stock options granted on 11/13/2017 which are fully vested and exercisable. |

  139. OPTION EXERCISES AND STOCK VESTED

    OPTION EXERCISES AND STOCK VESTED

  140. 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 | 95,177 | $3,785,445 | | Mr. Sullivan | 0 | $0 | 35,877 | $1,442,267 | | Mr. O’Toole | 0 | $0 | 4,372 | $174,006 | | Mr. Hill | 0 | $0 | 25,797 | $1,041,354 | | Mr. Hibbert | 0 | $0 | 19,466 | $785,736 |

  141. OPTION EXERCISES AND STOCK VESTED

    | (1) In fiscal 2023, time-based RSEs and performance-based PRSEs granted to each of the officers in fiscal 2019, 2020 and 2021, 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 officers free of any restrictions. |

  142. OPTION EXERCISES AND STOCK VESTED

    | | | 2023 Proxy Statement | 45 |

  143. PENSION BENEFITS

    PENSION BENEFITS Prior to January 1, 2014, the Edgewell Defined Benefit Pension Plan (the “defined benefit pension plan”) covered essentially all U.S. employees after one year of service. As a qualified plan, it was subject to maximum pay and benefit limits under the tax rules. Our SERP provided a supplement to an executive’s pension benefit equal to the amount that the executive would have received but for the tax limitations. As of December 31, 2013, which was the end of the first quarter of our 2014 fiscal year, the plans were frozen and future retirement service benefits are no longer accrued under these plans. The Retirement Accumulation Account (“RAA”) that was effective from January 1, 2010 to December 31, 2013, included the future retirement benefits of the active participants in our defined benefit pension plan, including certain of the NEOs, which were determined in accordance with a retirement accumulation formula. The participants received monthly credits equal to 6% of their eligible benefit earnings for each month, which amounts were credited with monthly interest equal to the 30-year Treasury rate that was reset annually. As a transition for older/longer-tenured employees, who may have had less time to adjust their retirement planning, including the NEOs with age and years of service totaling at least 60 but not more than 74 as of December 31, 2009, such employees received an additional monthly credit equal to 2% of eligible benefit earnings for each month, and employees with age and years of service totaling 75 or more as of December 31, 2009 received an additional credit equal to 4% of their eligible benefit earnings for each month. These transition credits were available to eligible plan participants through 2013 (or, if earlier, their termination of employment with our Company). The defined benefit pension plan has used other benefit calculation formulas, all of which have been frozen as of the end of calendar year 2009, such as:

  144. PENSION BENEFITS

    | • | Final Average Pay (“FAP”). The traditional FAP benefit provides 1.5% of five-year average “annual earnings” multiplied by a participant’s years of service (to a maximum of 40 years), reduced by a Social Security offset. |

  145. PENSION BENEFITS

    | • | Pension Equity (“PEP”) benefit formula. Under PEP, an executive is entitled to a benefit (payable in lump sum or as a monthly annuity) based on five-year average annual earnings, which were multiplied by “pension equity credits” earned with years of service. The benefit was subject to a three-year vesting period. PEP was applied for the participating named executive officers. |

  146. PENSION BENEFITS

    | • | PensionPlus Match Account (“PPMA”). The PPMA generally provided a 325% match under our defined benefit pension plan to those participants who made an after-tax contribution of 1% of their annual earnings to our 401(k) plan. To the extent an officer’s PPMA benefit was unavailable due to tax limits, the benefit was restored under our ESIP and not the SERP. The benefit was generally subject to a three-year vesting requirement. The PPMA benefit was eliminated for all employees as of the end of calendar year 2009. |

  147. PENSION BENEFITS

    The RAA, PEP and PPMA all continue to receive interest credits from January 1, 2010 to the date the benefits commence. Mr. Hill participated in the defined benefit pension plan and the SERP but ceased earning additional accrued benefits under these plans when they were frozen as of January 1, 2014. The Pension Plan for Employees of Edgewell Personal Care is a defined benefit type plan for certain of our employees in Canada similar to the defined benefit pension plan for U.S. employees. Prior to July 1, 2015, this plan covered essentially all of our Canadian employees. As of July 1, 2015, this plan was frozen and future benefits are no longer accrued under the plan. Mr. Hill participated in this plan but ceased earning additional accrued benefits under this plan when he transferred to the U.S. in August 2005.

  148. PENSION BENEFITS

    | 46 | | | 2023 Proxy Statement |

  149. PENSION BENEFITS TABLE

    PENSION BENEFITS TABLE

  150. PENSION BENEFITS TABLE

    | Name | Plan Name | Number of Years Credited Service (#) | Present Value Of Accumulated Benefit ($)(1) | Payments During Last Fiscal Year ($) | | Mr. Hill | Edgewell Personal Care Company Defined Benefit Plan | 8.42 | $266,457 | $0 | | | Edgewell Personal Care Company SERP | 8.42 | $151,096 | $0 | | | Pension Plan for Employees of Edgewell Personal Care (2) | 1.58 | $46,495 | $0 |

  151. PENSION BENEFITS TABLE

    Note: Messrs. Little, Sullivan, O’Toole and Hibbert do not participate in these plans and, as such, are not included in the table.

  152. PENSION BENEFITS TABLE

    | (1) Based on age, benefits are available without reduction. Assumptions utilized in the valuations are set forth in “Note 12. Retirement Plans” of the Notes to Consolidated Financial Statements of our Annual Report on Form 10-K for the fiscal year ended September 30, 2023. |

  153. PENSION BENEFITS TABLE

    | (2) The amount shown for Mr. Hill reflects his participation in the Pension Plan for Employees of Edgewell Personal Care, which was a frozen plan in Canada. The plan was wound up and sold to an annuity insurance company on March 31, 2023. Amounts are converted from Canadian dollars into U.S. dollars at the exchange rate of 1 CAD equals 0.7392 USD, the exchange rate in effect as of March 31, 2023. |

  154. NON-QUALIFIED DEFERRED COMPENSATION

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

  155. NON-QUALIFIED DEFERRED COMPENSATION TABLE

    NON-QUALIFIED DEFERRED COMPENSATION TABLE

  156. NON-QUALIFIED DEFERRED COMPENSATION TABLE

    | Name | Plan | Executive Contributions in Fiscal 2023 ($)(1) | Edgewell Contributions in Fiscal 2023 ($)(2) | Aggregate Earnings in Fiscal 2023 ($)(3) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at 9/30/2023 ($)(4) | | Mr. Little | ESIP | $118,575 | $106,275 | $126,429 | $0 | $989,193 | | | Deferred Vested Stock Equiv. | $0 | $0 | $0 | $0 | $0 | | | Total | $118,575 | $106,275 | $126,429 | $0 | $989,193 | | Mr. Sullivan | ESIP | $0 | $0 | $18,565 | $0 | $243,700 | | | Deferred Vested Stock Equiv. | $0 | $0 | $0 | $0 | $0 | | | Total | $0 | $0 | $18,565 | $0 | $243,700 | | Mr. O’Toole | ESIP | $30,994 | $30,583 | $5,722 | $0 | $137,529 | | | Deferred Vested Stock Equiv. | $0 | $0 | $0 | $0 | $0 | | | Total | $30,994 | $30,583 | $5,722 | $0 | $137,529 | | Mr. Hill | Deferred Compensation Plan | $0 | $0 | $235,376 | $0 | $3,375,460 | | | ESIP | $61,178 | $20,989 | $226,067 | $0 | $2,232,953 | | | Deferred Vested Stock Equiv. | $0 | $0 | $0 | $0 | $0 | | | Total | $61,178 | $20,989 | $461,443 | $0 | $5,608,413 | | Mr. Hibbert | ESIP | $133,976 | $20,993 | $90,580 | $0 | $852,383 | | | Deferred Vested Stock Equiv. | $0 | $0 | $0 | $0 | $0 | | | Total | $133,976 | $20,993 | $90,580 | $0 | $852,383 |

  157. NON-QUALIFIED DEFERRED COMPENSATION TABLE

    | (1) Since 2012, our officers have no longer been eligible to contribute to the deferred compensation plan. The officer contributions to our ESIP during fiscal 2023 consist of deferrals of salary earned with respect to fiscal 2023. |

  158. NON-QUALIFIED DEFERRED COMPENSATION TABLE

    | | | 2023 Proxy Statement | 47 |

  159. NON-QUALIFIED DEFERRED COMPENSATION TABLE

    | (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 Internal Revenue Service. These amounts, in their entirety, are included in the “All Other Compensation” column of the “Summary Compensation Table.” |

  160. NON-QUALIFIED DEFERRED COMPENSATION TABLE

    | (3) Aggregate earnings/(losses) shown in this column consist of: |

  161. NON-QUALIFIED DEFERRED COMPENSATION TABLE

    | • | amounts credited to each executive under the investment options of each of the plans, reflecting actual earnings on investment funds offered under our 401(k) plan, |

  162. NON-QUALIFIED DEFERRED COMPENSATION TABLE

    | • | in the case of the prime rate option of our deferred compensation plan, the actual fund return rates, |

  163. NON-QUALIFIED DEFERRED COMPENSATION TABLE

    | • | the appreciation or depreciation in value of each of the investment options in the plans between October 1, 2022 and September 30, 2023, and |

  164. NON-QUALIFIED DEFERRED COMPENSATION TABLE

    | • | the appreciation or depreciation in value of vested restricted stock equivalents (see footnote 4 below). |

  165. NON-QUALIFIED DEFERRED COMPENSATION TABLE

    The above-market portion of interest on the prime rate option (in excess of 120% of the APR) is set forth in the column titled “Change in Pension Value and Non-qualified Deferred Compensation Earnings” of the “Summary Compensation Table.”

  166. NON-QUALIFIED DEFERRED COMPENSATION TABLE

    | (4) The balances in that plan for each of the officers also include amounts deferred by them, Company matching deferrals, and earnings thereon, in years in which they were not named executive officers and their compensation was not included in the “Summary Compensation Table.” The balances also reflect earnings and losses during the past fiscal year. |

  167. NON-QUALIFIED DEFERRED COMPENSATION TABLE

    | HUMAN CAPITAL & COMPENSATION COMMITTEE REPORT | | The HC&CC of our Board of Directors consists entirely of non-employee directors that are independent under the NYSE listing standards. The HC&CC has reviewed and discussed our Company’s Compensation Discussion and Analysis with management. Based on these reviews and discussions, the HC&CC recommended to our Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement and in our Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2023. | | Respectfully submitted, Rakesh Sachdev, Chair Robert W. Black George Corbin Carla C. Hendra James C. Johnson Swan Sit | | No portion of this HC&CC Report shall be deemed to be incorporated by reference into any filing under the Securities Act, the Exchange Act, or through any general statement incorporating by reference in its entirety the Proxy Statement in which this report appears, except to the extent that the Company specifically incorporates this report or a portion of it by reference. In addition, this report shall not be deemed to be filed under either the Securities Act or the Exchange Act. |

  168. NON-QUALIFIED DEFERRED COMPENSATION TABLE

    | 48 | | | 2023 Proxy Statement |

  169. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL We have not entered into general employment agreements with any of our named executive officers. However, equity awards under our 2009 Stock Plan and our A&R 2018 Plan, and our deferred compensation 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. Prior to April 25, 2019, we had entered into change in control agreements with our NEOs and certain of our other key employees which provide for severance compensation, acceleration of vesting and continuation of benefits upon qualified termination of employment following a change in control. Effective as of April 25, 2019, we have replaced the individual change in control agreements with a Change in Control Plan. The information below reflects the value of acceleration or incremental 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:

  170. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | • | the event of termination (death, permanent disability, involuntary termination or voluntary termination), or a change in control of our Company, occurred on September 30, 2023, the last day of our fiscal year; |

  171. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | • | the market value of our common stock on that date was $36.96 (the actual closing price on September 29, 2023, the last trading day of fiscal 2023); |

  172. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | • | each of the officers were terminated on that date; and |

  173. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | • | the individual federal tax rate was 37%, Connecticut state tax rate was 7% and FICA was 2.35%. |

  174. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    This information does not reflect benefits that are provided under our plans or arrangements that do not discriminate in favor of executive officers 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 deferred compensation plan or 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.

  175. 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, 2023, 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 within a narrow range of the median. We selected an individual from this group as our median employee. The median employee selected has a total compensation of $45,471, 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 $10,517,129. As a result, our estimate of the ratio of CEO pay to the median employee pay is 231 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.

  176. 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 executive “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. Information presented in this section will not be deemed to be incorporated by reference into any of our filings under the Securities Act of 1933, as amended, or the Exchange Act, except as we may specifically do so.

  177. PAY VERSUS PERFORMANCE

    | Year(2) | Pay | | | | Performance | | | | | | CEO | | Average of Other NEOs | | Cumulative Total Shareholder Return (Value of $100 Initial Investment)1: | | Net Income ($Mn) | Adjusted EBITDA(6) ($Mn) | | | SCT Total Compensation | Compensation Actually Paid(3) | SCT Total Compensation | Compensation Actually Paid(4) | EPC | Peer Group(5) | | | | 2023 | $10,517,129 | $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 |

  178. PAY VERSUS PERFORMANCE

    | 1. | Represents the value of a hypothetical $100 investment beginning at market close on September 29, 2021, assuming reinvestment of dividends. |

  179. PAY VERSUS PERFORMANCE

    | 2. | For each covered year, the CEO was Rod R. Little. The other NEOs were as follows: |

  180. PAY VERSUS PERFORMANCE

    | • | 2023: Daniel J. Sullivan, Eric F. O’Toole, John N. Hill and Paul R. Hibbert |

  181. PAY VERSUS PERFORMANCE

    | • | 2022: Daniel J. Sullivan, Eric F. O’Toole, John N. Hill and Paul R. Hibbert |

  182. PAY VERSUS PERFORMANCE

    | • | 2021: Daniel J. Sullivan, Eric F. O’Toole, Marisa B. Iasenza and Anne-Sophie Gaget |

  183. PAY VERSUS PERFORMANCE

    | 3. | 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. Fair value of equity awards was computed in accordance with the Company’s methodology used for financial reporting purposes. |

  184. PAY VERSUS PERFORMANCE

    | | 2023 | 2022 | 2021 | | Total Compensation for CEO as reported SCT for the covered year | $10,517,129 | $9,320,280 | $8,104,026 | | Deduct pension values reported in SCT for the covered year | $0 | $0 | $0 | | Deduct grant date fair value of equity awards reported in SCT for the covered year | $7,560,774 | $7,112,126 | $5,720,490 | | 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 | $0 | $0 | | Add fair value 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 | $6,451,441 | $6,196,672 | $5,556,723 | | Add fair value as of the vesting date of any awards granted in the covered year that vested during the covered year | $0 | $0 | $0 | | Add dividends paid on unvested shares/share units and stock options | $107,860 | $107,576 | $411 | | 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 | ($2,261,031) | $429,987 | $3,706,191 | | 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 | $1,870,318 | $1,658,459 | $310,962 | | Subtract the fair value of any equity awards granted in a prior year that were forfeited in the covered year determined as of the end of the prior year | $0 | $0 | $0 | | Compensation Actually Paid to CEO | $9,124,943 | $10,600,848 | $11,957,823 |

  185. PAY VERSUS PERFORMANCE

    | 54 | | | 2023 Proxy Statement |

  186. PAY VERSUS PERFORMANCE

    | 4. | 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. Fair value of equity awards was computed in accordance with the Company’s methodology used for financial reporting purposes. |

  187. PAY VERSUS PERFORMANCE

    | | 2023 | 2022 | 2021 | | Average Total Compensation for Other NEOs as reported SCT for the covered year | $2,310,328 | $1,900,947 | $2,158,258 | | Deduct average pension values reported in SCT for the covered year | $50,691 | $28,729 | $0 | | Deduct average grant date fair value of equity awards reported in SCT for the covered year | $1,144,569 | $1,013,257 | $1,061,580 | | 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 | $0 | $0 | | Add average fair value 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 | $980,629 | $882,178 | $773,393 | | Add average fair value as of the vesting date of any awards granted in the covered year that vested during the covered year | $0 | $0 | $0 | | Add average dividends paid on unvested shares/share units and stock options | $25,371 | $22,263 | $1,437 | | Add the average changes 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 | ($326,076) | $13,518 | $647,698 | | 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 | $77,891 | $625,290 | $96,217 | | Subtract the average fair value of any equity awards granted in a prior year that were forfeited in the covered year determined as of the end of the prior year | $0 | $0 | $0 | | Average Compensation Actually Paid to Other NEOs | $1,872,883 | $2,402,210 | $2,615,423 |

  188. PAY VERSUS PERFORMANCE

    | 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. |

  189. PAY VERSUS PERFORMANCE

    | 6. | Represent Adjusted EBITDA as shown in Appendix A. |

  190. 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 NEOs (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.

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

    | 56 | | | 2023 Proxy Statement |

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

    Adjusted EBITDA utilized for Executive Officer Compensation excluded an immaterial adjustment related to aged goods received but not yet invoiced (“GRNI”). Refer to “Note 1. Background & Basis of Presentation” of the Notes to Consolidated Financial Statements of our Annual Report on Form 10-K for the fiscal year ended September 30, 2023 for additional information.

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

    | | | 2023 Proxy Statement | 57 |

  194. Election of Directors named in this proxy statement

    Election of Directors named in this proxy statement

  195. Election of Directors named in this proxy statement

    | | | 2023 Proxy Statement | 61 |

  196. 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. Ten directors will be elected at the Annual Meeting to serve for a one-year term expiring at our 2025 annual meeting of shareholders (“2025 Annual Meeting”). Our Board has nominated Messrs. Black, Corbin, Hunter, Johnson, Little, O’Leary, Sachdev and Waring and Mss. Hendra and Sit 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. Vote Required. The affirmative vote of a majority of the voting power represented in person or by proxy and entitled to vote is required for the election of each director.

  197. THE MEMBERS OF THE BOARD OF DIRECTORS

    THE MEMBERS OF THE BOARD OF DIRECTORS

  198. RECOMMEND A VOTE FOR THE ELECTION OF THE NOMINEES

    RECOMMEND A VOTE FOR THE ELECTION OF THE NOMINEES Our Board adopted a director resignation policy on February 1, 2019, which requires 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 either for or against their election at the relevant meeting will tender their resignation from our Board. The policy also requires that should our Board decide not to accept such resignation, the Board will publicly disclose a detailed explanation of their decision within 60 days of 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.

  199. RECOMMEND A VOTE FOR THE ELECTION OF THE NOMINEES

    | 62 | | | 2023 Proxy Statement |

  200. RECOMMEND A VOTE FOR THE ELECTION OF THE NOMINEES

    Proposal Two:

  201. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

    | • | officer or director compensation which would be required to be disclosed under Item 402 of the SEC’s compensation disclosure requirements, and expense reimbursements to these individuals in accordance with our policy; |