DEF 14A of Prestige Consumer Healthcare Inc., Jun 27, 2025

DEF 14A of Prestige Consumer Healthcare Inc.

Filed Jun 27, 2025 · FY20250001295947-25-000021

Open on EDGAR

  1. Election of Directors

    Election of Directors

  2. 2025 Board Nominees

    2025 Board Nominees

  3. 2025 Board Nominees

    | Name Age Director Since | | Primary (or Former) Occupation | Independence | Committee Assignments | | | Ronald M. Lombardi, 61 June 2015 | Chair of the Board, President and Chief Executive Officer of Prestige Consumer Healthcare Inc. | | | | | John E. Byom, 71 January 2006 | (Former) Chief Executive Officer of Classic Provisions Inc: (former) Chief Financial Officer of International Multifoods Corporation | | Audit & Finance, Compensation & Talent Management | | | Celeste A. Clark, Ph.D. 72 February 2021 | (Former) Senior Vice President, Global Policy and External Affairs and Chief Sustainability Officer of Kellogg Company | | Compensation & Talent Management, Nominating & Corporate Governance (Chair) | | | James C. D’Arecca, 54 August 2023 | Executive Vice President, Chief Financial Officer of Haemonetics Corporation. | | Audit & Finance (Chair), Nominating & Corporate Governance | | | Sheila A. Hopkins, 69 August 2015 | (Former) Interim Chief Executive Officer of Cutera, Inc; (Former) President, Global Vision Care and Executive Vice President of Bausch + Lomb | | Audit & Finance, Nominating & Corporate Governance | | | John F. Kelly, 64 May 2024 | (Former) Vice President, Quality Operations and Environment, Health & Safety of Pfizer Inc. | | Compensation & Talent Management, Nominating & Corporate Governance | | | Dawn M. Zier, 60 May 2020 | Chair of The Hain Celestial Group, Inc; (Former) President and CEO of Nutrisystem | | Audit & Finance, Compensation & Talent Management (Chair) |

  4. 2025 Board Nominees

    | 10 | 2025 Proxy Statement | Prestige Consumer Healthcare Inc. |

  5. Executive Compensation Best Practices

    | | What We Do | | What We Don’t Do | | Clawback Policy. Minimum vesting requirements. Limitation on non-employee director compensation. Robust Stock Ownership Guidelines. | | No evergreen provision in our equity plan. No repricing of stock options. No dividends on unearned awards. No excessive perks. | No liberal share recycling provisions. No single-trigger change of control vesting. No gross-ups. No hedging. |

  6. Director Biographies

    Director Biographies

  7. Director Biographies

    | | John E. Byom Independent Lead Director | | | | | | Current Public Company Directorships | | Previous Public Company Directorships | | | | •None | | •MGP Ingredients Inc. | | | Career Highlights: •Has served as a director since January 2006 •Was Chief Executive Officer of Classic Provisions Inc., a specialty foods distribution company, from October 2007 until the business was sold and he retired in June 2019 •Was previously the Chief Financial Officer of International Multifoods Corporation. He left International Multifoods Corporation in March 2005 after 26 years, including four years as Vice President Finance and Chief Financial Officer from March 2000 to June 2004 •Was President of Multifoods Foodservice and Bakery Products from June 2004 until March 2005 after the sale of International Multifoods Corporation to The J.M. Smucker Company in June 2004 | | •Was President of U.S. Manufacturing from July 1999 to March 2000, and Vice President Finance and IT for the North American Foods Division from 1993 to 1999, prior to his time as Chief Financial Officer and as President of Multifoods Foodservice and Bakery Products •Prior to 1993, held various positions in finance and was an internal auditor for International Multifoods Corporation from 1979 to 1981 Education: Mr. Byom earned his B.A. in Accounting from Luther College. | | |

  8. Director Biographies

    | | Celeste A. Clark, Ph.D. Director | | | | | Current Public Company Directorships | | Previous Public Company Directorships | | | •The Hain Celestial Group, Inc. (Better For Your CPG Products) (Nominating & Governance Committee Chair) •Darling Ingredients Inc. (Sustainability Committee Chair) •Wells Fargo & Company | | •Mead Johnson Nutrition Company, Inc. •Diamond Foods, Inc. •AdvancePierre Foods Holdings, Inc. •Omega Protein Corporation, Inc. | | Career Highlights: •Has served as a director since February 2021 •Has been the principal of Abraham Clark Consulting, LLC, a consulting firm, since November 2011 and consults on nutrition and health policy, regulatory affairs and leadership development •Has been an adjunct professor in the Department of Food Science and Human Nutrition at Michigan State University since January 2012 •Serves as a trustee of the W.K. Kellogg Foundation •Served as Senior Vice President, Global Policy and External Affairs of Kellogg Company, a food manufacturing company, and was the Chief Sustainability Officer until she retired in 2011 •Was a member of the Global Executive Management Team and had an accomplished career spanning nearly 35 years at Kellogg Company, in which time, she was responsible for the development and implementation of global health, nutrition and regulatory science initiatives. In addition, she led global corporate communications, public affairs, philanthropy and several administrative functions | | Recognition & Certifications: •Recognized as a Director 100 by the National Association of Corporate Directors in 2023 •She brings significant industry experience in various nutrition, consumer productions, public policy, risk management, governance and sustainability matters to the Board. Education: Dr. Clark earned her Ph.D. from Michigan State University in Food Science and Nutrition and in 2021, she was bestowed an honorary Ph.D. in Humanities. | |

  9. Director Biographies

    | | Leadership Experience | | Finance Experience | | Consumer Products Experience | | Marketing Experience | | Sustainability & Corporate Governance | | Supply Chain Experience |

  10. Director Biographies

    | Prestige Consumer Healthcare Inc. | 2025 Proxy Statement | 17 |

  11. Board and Governance Matters

    Board and Governance Matters

  12. Board and Governance Matters

    | | James C. D’Arecca Director | | | | | | Current Public Company Directorships | | Previous Public Company Directorships | | | | •None | | •None | | | Career Highlights: •Has served as a director since August 2023 •Has been Executive Vice President, Chief Financial Officer of Haemonetics Corporation, a medical technology company, since April 2022 •Previously served as Chief Financial Officer of TherapeuticsMD, Inc., a women’s healthcare company, from June 2020 to April 2022 •Served as the Senior Vice President and Chief Accounting Officer of Allergen plc (formerly known as Actavis plc), a global pharmaceutical company, from August 2013 until its merger with AbbVie Inc. in May 2020, prior to joining TherapeuticsMD, Inc. •Served as Chief Accounting Officer at Bausch & Lomb prior to joining Actavis plc | | •Held finance and business development positions of increasing responsibility at Merck & Co., Inc. and Schering-Plough Corporation earlier in his career •Began his career at PricewaterhouseCoopers LLP from 1992 to 2005, where he had an industry focus on pharmaceuticals, medical devices, and consumer products Education: Mr. D’Arecca earned a Bachelor of Science in Accounting from Rutgers University and a Master of Business Administration from Columbia University. He is a Certified Public Accountant. | | |

  13. Board and Governance Matters

    | | Sheila A. Hopkins Director | | | | | | Current Public Company Directorships | | Previous Public Company Directorships | | | | •None | | •Cutera, Inc. •Warnaco, Inc. | | | Career Highlights: •Has served as a director since August 2015 •Formerly served as the Interim Chief Executive Officer of Cutera, Inc., an energy based and aesthetic devices company, from April 2023 to August 2023. Cutera, Inc. filed Chapter 11 Bankruptcy in March 2025 •Previously served as President, Global Vision Care and Executive Vice President of Bausch + Lomb, a healthcare company, from September 2011 until her retirement in August 2013 •Worked at Colgate-Palmolive, a leading consumer products company, where she held several senior executive positions including Vice President and General Manager, Personal Care, Vice President, Global Business Development and Vice President and General Manager, Professional Oral Care, from September 1997 to August 2011 •Held significant marketing and sales positions at Procter & Gamble, American Cyanamid, and Tambrands, prior to joining Colgate- Palmolive | | •Served on the boards of the Consumer Healthcare Products Association and the American Dental Association Foundation Recognition & Certifications: •Certified in Cyber-Risk Oversight by the NACD - National Association of Corporate Directors Education: Ms. Hopkins earned a B.A. in History from Wellesley College. | | |

  14. Board and Governance Matters

    | | Leadership Experience | | Finance Experience | | Consumer Products Experience | | Marketing Experience | | Sustainability & Corporate Governance | | Supply Chain Experience |

  15. Board and Governance Matters

    | 18 | 2025 Proxy Statement | Prestige Consumer Healthcare Inc. |

  16. Board and Governance Matters

    Board and Governance Matters

  17. Board and Governance Matters

    | | John F. Kelly Director | | | | | | Current Public Company Directorships | | Previous Public Company Directorships | | | | •None | | •None | | | Career Highlights: •Appointed to the Board in May 2024 •Is Chair of the Board of Trustees of Wakeman Boys & Girls Club, and a member of the Worcester Polytechnic Institute Engineering Dean’s Advisory Board •Retired in June 2022 after a 40-year career at Pfizer Inc., a biopharmaceutical company, where he was a member of the Pfizer Global Supply Leadership Team and a member of the Pfizer PAC Board of Directors •Held multiple positions in his career with Pfizer starting in August 1982 and finishing as the Vice President, Quality Operations and Environment, Health & Safety. At Pfizer, Mr. Kelly’s responsibilities included pharmaceutical and consumer product operations, manufacturing strategy, business development, quality and EHS | | •Served as Chair of the Board of Directors of Zydus Cadila Oncology Private Limited, a 50/50 joint venture between Pfizer and Zydus Cadila, between March 2019 and June 2022, and prior to that he was a director of same between December 2015 and March 2019 •Was a member of the Board of Directors of The Patterson Club, Fairfield, CT and co-President of the Fairfield College Preparatory School Father’s Club Education: Mr. Kelly earned a degree in Chemical Engineering from Worcester Polytechnic Institute and an M.B.A. in Operations Management from Pace University. | | |

  18. Board and Governance Matters

    | | Ronald M. Lombardi Chair of the Board, CEO and President | | | | | | Current Public Company Directorships | | Previous Public Company Directorships | | | | •ACCO Brands Corporation (Audit Committee Chair) | | •None | | | Career Highlights: •Elected Chair of the Board in May 2017 and has served as a director and as President and Chief Executive Officer of the Company since June 2015 •Served as Chief Financial Officer of the Company from December 2010 until November 2015 •Employed by Medtech Group Holdings, a components and contract medical device manufacturer, as Chief Financial Officer, prior to joining the Company, from October 2010 to December 2010 •Served as the Chief Financial Officer of Waterbury International Holdings, a specialty chemical and pest control business, from October 2009 to October 2010 •Employed by Cannondale Sports Group, a sporting goods and apparel manufacturing company, as Chief Operating Officer from August 2008 to October 2009 and as Senior Vice President and Chief Financial Officer from March 2004 to August 2008 | | •Served in various roles at Gerber Scientific Inc., including Vice President and Chief Financial Officer of Gerber Scientific Inc.’s Gerber Coburn Optical Division and Director of Financial Planning and Analysis from 2000 to 2004 •Previously employed by Emerson Electric, Scovill Fasteners, Inc. and Go/Dan Industries Education: Mr. Lombardi earned a B.S. from Springfield College and an M.B.A. from American International College and has been a licensed CPA. | | |

  19. Board and Governance Matters

    | | Leadership Experience | | Finance Experience | | Consumer Products Experience | | Marketing Experience | | Sustainability & Corporate Governance | | Supply Chain Experience |

  20. Board and Governance Matters

    | Prestige Consumer Healthcare Inc. | 2025 Proxy Statement | 19 |

  21. Board and Governance Matters

    Board and Governance Matters

  22. Board and Governance Matters

    | | Dawn M. Zier Director | | | | | | Current Public Company Directorships | | Previous Public Company Directorships | | | | •The Hain Celestial Group, Inc. (Better For You CPG Products) (Board Chair) | | •Spirit Airlines, Inc. •Purple Innovation, Inc. •Tivity Health, Inc. | | | Career Highlights: •Has served as a director since May 2020 •Has been the principal of Aurora Business Consulting, LLC, which advises public and private companies on business transformation, digital/marketing acceleration, and high-performance teams, since February 2020 •Serves as an executive mentor/advisor to Fortune 500 leaders, through her work with the ExCo Group •Was formerly the President and CEO and a director of Nutrisystem, an innovative provider of weight loss programs and digital tools, from November 2012 until its March 2019 acquisition by Tivity Health, Inc., a leading provider of fitness and social engagement solutions •Joined Tivity Health serving as President and Chief Operating Officer and a member of its Board of Directors, to help with the integration efforts through December 2019 | | •Served in a variety of executive positions at Reader’s Digest Association (now Trusted Media Brands), a global media and data marketing company, including President of International from 2011-2012, President of Europe from 2009-2011, President of Global Consumer Marketing from 2008-2009 and President of North America Consumer Marketing from 2005-2008, prior to November 2012 Recognition & Certifications: •Earned a certificate from MIT, Artificial Intelligence: Implications for Business Strategy in March 2025 •Recognized as a Director 100 by the National Association of Corporate Directors in 2022 •Received a Corporate Director Certification from Harvard Business School in 2020 Education: Ms. Zier earned an M.B.A. and Master of Science in Engineering from the Massachusetts Institute of Technology. | | |

  23. Board and Governance Matters

    | | Leadership Experience | | Finance Experience | | Consumer Products Experience | | Marketing Experience | | Sustainability & Corporate Governance | | Supply Chain Experience |

  24. Board and Governance Matters

    | 20 | 2025 Proxy Statement | Prestige Consumer Healthcare Inc. |

  25. Board and Governance Matters

    Board and Governance Matters

  26. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  27. Elements of Director Compensation

    Elements of Director Compensation Under the director compensation program, each of our directors other than Mr. Lombardi receives the following cash and equity compensation for their services as a director:

  28. Elements of Director Compensation

    | Position | 2025 Additional Annual Fee ($) | | Chair of the Audit and Finance Committee | 20,000 | | Chair of the Compensation and Talent Management Committee | 20,000 | | Chair of the Nominating and Corporate Governance Committee | 15,000 | | Lead Independent Director | 30,000 |

  29. Elements of Director Compensation

    •The annual grant of restricted stock units valued at $150,000 are awarded on the date of the election of each director at the annual meeting of stockholders, which restricted stock units vest one year after the date of grant so long as membership on the Board of Directors continues through the vesting date. Settlement in common stock occurs at each recipient’s prior election, either upon vesting or on the earliest of the director’s death, disability or the date on which the director’s board membership ceases for reasons other than death or disability; •If a director is elected at a time other than the annual meeting, they receive a pro-rated grant of restricted stock units for service provided between the date he or she first becomes a director and the next annual meeting of stockholders. •The $95,000 annual cash retainer fee is paid in equal quarterly installments, reflecting a $5,000 increase from fiscal 2023. •No meeting fees are payable to directors. •Our directors are reimbursed for out-of-pocket expenses incurred in connection with Board of Directors and/or committee participation. Please see the Director Compensation table for information regarding the compensation paid to our directors during 2025.

  30. Elements of Director Compensation

    | 36 | 2025 Proxy Statement | Prestige Consumer Healthcare Inc. |

  31. Director Compensation

    Director Compensation

  32. Director Compensation Policies and Practices

    Director Compensation Policies and Practices

  33. Director Compensation in 2025

    Director Compensation in 2025 The following table sets forth the cash and equity compensation paid or awarded to our non-employee directors during 2025. The columns regarding option awards and non-equity incentive, pension and deferred compensation plans have been omitted, as the Company does not provide such elements of compensation to our directors for their services.

  34. Director Compensation in 2025

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | Mr. Byom | 125,000 | 150,022 | 275,022 | | Ms. Clark | 110,000 | 150,022 | 260,022 | | Mr. D’Arecca | 115,000 | 150,022 | 265,022 | | Ms. Hopkins | 95,000 | 150,022 | 245,022 | | Mr. Kelly | 39,584 | 187,529 | 227,113 | | Ms. Zier | 115,000 | 150,022 | 265,022 |

  35. Director Compensation in 2025

    (1)Reflects the grant date fair value of the stock awards granted in 2025, determined in accordance with FASB ASC Topic 718. On August 5, 2024, Mr. Kelly received 555 restricted stock units, representing $37,500 divided by $67.58 (the closing stock price of our common stock on the NYSE on August 5, 2024). On August 6, 2024, each of Mses. Clark, Hopkins and Zier and Messrs. Byom, D’Arecca and Kelly received 2,202 restricted stock units, representing $150,000 divided by $68.13 (the closing price of our common stock on the NYSE on August 6, 2024). The restricted stock units, which entitle the grantee to receive one share of common stock for each restricted stock unit, vest one year from the date of the grant and will be settled, at each recipient’s prior election, either upon vesting or upon the earliest to occur of such director’s death, disability or the cessation of board service for any reason other than death or disability. As of March 31, 2025, Mses. Clark, Hopkins and Zier and Messrs. Byom, D’Arecca and Kelly held 11,436, 28,029, 14,439, 52,500, 4,497, and 2,757 restricted stock units under the Company’s equity compensation plans, respectively. As of March 31, 2025, none of our directors held any stock options.

  36. Director Compensation in 2025

    | Prestige Consumer Healthcare Inc. | 2025 Proxy Statement | 37 |

  37. Our Named Executive Officers

    | Table of Contents | | | | | Executive Summary | 41 | Compensation Review and Competitive Analysis | 47 | | Our Performance During 2025 | 41 | Peer Group | 48 | | Compensation Philosophy | 41 | 2025 NEO Compensation | 48 | | Approach to Compensation Program | 42 | Base Salary | 48 | | Key Changes within the Compensation Program | 43 | Annual Cash Incentive Plan | 49 | | Our 2025 Compensation Program | 43 | Equity Awards | 52 | | Say-on-Pay Results | 45 | Compensation Policies and Governance Practices | 55 | | Compensation Governance Highlights | 45 | Stock Ownership Guidelines | 55 | | Executive Compensation Best Practices | 46 | Equity Grant Timing | 56 | | Executive Compensation Decision-Making Process | 47 | Clawback Policy | 56 | | | | Policy Against Hedging and Pledging of Company Stock | 56 | | Roles and Responsibilities | 47 | | |

  38. Executive Compensation

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

  39. Goals of Our Compensation Program

    | Base Salary | Annual Cash Incentive Awards | Long-term Equity Awards | | •Attract, Retain & Motivate •Maintain Good Governance | •Attract, Retain & Motivate •Support Company Objectives •Reinforce Strategy •Maintain Good Governance | •Attract, Retain & Motivate •Support Company Objectives •Reinforce Strategy •Maintain Good Governance |

  40. PERFORMANCE

    | Long-term Incentive (LTI) Vehicle | Target LTI NEOs Other Than CEO | Target LTI Value CEO | | Performance Stock Units | 60% | 75% | | Service-based Restricted Stock Units | 40% | 25% |

  41. Brief Summary of Compensation Program

    Brief Summary of Compensation Program GOALS OF THE PROGRAM: •To attract, retain and motivate talented management taking competitors’ compensation practices into account; •Reinforce our strategy; •To support achievement of our Company-wide objectives and increase stockholder value; and •Maintain practices that support good governance. ANNUAL CASH INCENTIVE AWARDS: •Our named executive officers earned their annual cash incentive awards through our Annual Incentive Plan (“AIP”) primarily based on the Company’s achievement of pre-determined performance goals related to Net Sales (weighted 50%) and Adjusted AIP EBITDA (weighted 50%), as defined later in the Compensation Discussion and Analysis. •The Company exceeded its Net Sales target and met 99% of its Adjusted EBITDA goals in the very challenging macroeconomic environment. •Pursuant to the 2025 AIP, our named executive officers achieved a bonus payout equal to 98.6% of their target bonus based on the financial performance of the Company. Our plan also allows for an individual adjustment, up or down, based on individual performance as discussed later in Compensation Discussion and Analysis.

  42. Executive Compensation

    Executive Compensation LONG-TERM INCENTIVE AWARDS: •The performance-based orientation of our long-term incentive program is reflected in 75% of our CEO’s targeted value of the long-term incentive award allocated to performance stock units, which are earned based on performance over 3-years. The remaining 25% is delivered in restricted stock units, which vests ratably over 3-years. •Our other named executive officers’ targeted value of the long-term incentive award was allocated 60% to performance stock units and 40% to restricted stock units. •Challenging 3-year goals are set for adjusted cumulative Revenue and cumulative EBITDA metrics. •The May 2022 performance stock unit grant payout was 80.5% for the three-year performance period, fiscal 2023 through 2025. DYNAMIC ENVIRONMENT: During fiscal 2025 we generated stable revenues and earnings even within the backdrop of a dynamic economic environment with significant supply chain challenges. Consistent with our long-term strategy, we reduced net leverage to the lowest point in Company history providing enhanced capital allocation optionality for the future. This record performance demonstrates that our business strategy and diversified portfolio of consumer healthcare brands gives us the ability to generate outstanding value across economic environments.

  43. Elements of Compensation

    | | Pay Element | Objective | Purpose of the Pay Element | | | Base Salary | •Skills, experience, competence, performance, responsibility, leadership and contribution to the Company. | •Recognize the level of job scope and complexity, and the skills, experience, leadership and sustained performance required by the executive. | | | Annual Cash Incentive (“AIP”) | •Efforts to achieve annual target revenue and profitability. | •Reward the achievement of annual performance targets. •Ensures compensation is properly aligned to financial performance, including being completely at risk for failure to meet annual financial threshold targets. | | | Long-Term Incentive Awards (Performance Stock Units, Restricted Stock Units) | •Efforts to achieve long-term revenue growth and profitability over the three year vesting period. •Ability to increase and maintain stock price. •Achievement of adjusted cumulative EBITDA and cumulative Revenue goals. •Continued employment with the Company during the three-year vesting period. | •Reward achievement of long-term financial term performance and strategic corporate initiatives. •Provide a competitive mix of incentives to attract and retain top talent and to further reinforce alignment between the interests of management and shareholders. |

  44. Executive Compensation Best Practices

    | | No Evergreen Provision. The Company’s 2020 Long-Term Incentive Plan (“2020 LTIP”) does not contain an “evergreen” feature pursuant to which the shares authorized for issuance under the 2020 LTIP can be automatically replenished. | | | No Repricing of Stock Options. Without the prior approval of the Company’s stockholders, outstanding stock options cannot be repriced, directly or indirectly, nor may stock options be cancelled in exchanged for stock options with an exercise price that is less than the exercise price of the original stock options. In addition, the Company may not, without the prior approval of stockholders, repurchase an option for value from a participant if the current market value of the underlying stock is lower than the exercise price per share of the option. | | | Clawback Policy. All awards (and/or any amount received with respect to such awards) under the Annual Incentive Plan and the 2020 LTIP are subject to reduction, cancellation, forfeiture or recoupment to the extent necessary to comply with applicable law, stock exchange listing requirements, and the recoupment policy of the Company. | | | Minimum Vesting Requirements. Awards granted under the 2020 LTIP will be subject to a minimum vesting period of one year except for 5% of the pool that is available to grant with shorter vesting. | | | No Dividends on Unearned Awards. The 2020 LTIP prohibits the current payment of dividends or dividend equivalent rights on unearned awards. | | | No Excessive Perqs. We do not provide excessive perquisites. |

  45. Executive Compensation Best Practices

    | | No Liberal Share Recycling Provisions. Shares retained by or delivered to the Company to pay the exercise price of a stock option or to satisfy tax withholding obligations in connection with the exercise, vesting or settlement of an award count against the number of shares remaining available under the 2020 LTIP. | | | No Single-trigger Change of Control Vesting. If awards granted under the 2020 LTIP are assumed by the successor entity in connection with a change of control of the Company, such awards will not automatically vest and pay out upon the change of control. | | | Limitation on Non-employee Director Compensation. The 2020 LTIP provides that, with respect to any one fiscal year, the aggregate compensation that may be granted or awarded to any one non-employee director, including all stock awards and cash payments shall not exceed $600,000, or $900,000 in the case of a nonemployee Chair of the Board or Lead Director. | | | No Gross-Ups. Our executive severance plan does not contain a Section 280G excise tax “gross-up” provision. | | | Robust Stock Ownership Guidelines. We maintain robust stock ownership guidelines for both officers and directors, which are described later in this CD&A. | | | No Hedging. We prohibit hedging and limit pledging by the Company’s directors, executive officers and employees. |

  46. Executive Compensation

    Executive Compensation In determining compensation for 2025, the Compensation and Talent Management Committee reviewed and considered market data provided to it by CAP related to individual pay components (salary and target annual bonus opportunity), total cash compensation, long-term incentive target grant values, and total direct compensation, at the 25th percentile, median, and 75th percentile of the peer group. The Compensation and Talent Management Committee intends compensation to approximate the median level of compensation offered to similarly situated executive officers at companies in the Company’s peer group. The Compensation and Talent Management Committee approved the following peer group:

  47. Executive Compensation

    | 2025 Peer Group | | | •Amphastar Pharmaceuticals •B&G Foods Holdings Corp. •Church & Dwight Co. •Energizer Holdings, Inc. •Helen of Troy Limited •Vista Outdoor Inc. •USANA Health Sciences, Inc. •Utz Brands | •Pacira BioSciences, Inc. •Calavo Growers Inc. •Edgewell Personal Care Company •Hain Celestial Group, Inc. •Jazz Pharmaceuticals plc •Primo Water Corporation •Corcept Therapeutics Incorporated |

  48. Annual Cash Incentive Plan

    Annual Cash Incentive Plan The Annual Incentive Plan (“AIP”) provides our executive officers with the ability to earn additional cash compensation based on a percentage of base salary and the Company’s performance. The Company views the AIP as a performance-based component of executive compensation that motivates and incentivizes the executive officers to achieve the short-term goals of the Company and our stockholders. For 2025, the Compensation and Talent Management Committee chose the following as the corporate financial goals for the AIP:

  49. Annual Cash Incentive Plan

    | Metric | Definition | Rationale for Selection | | AIP net sales | Total revenues. | Drive consistent top-line growth. | | AIP Adjusted EBITDA | Net income plus depreciation and amortization, interest expense, integration, transition, purchase accounting, legal and various other costs associated with acquisitions and divestitures, tradename impairment and certain tax adjustments. | Drive stockholder value creation in terms of growth of earnings per share and free cash flow. |

  50. Annual Cash Incentive Plan

    Typically, no bonuses are payable under the AIP unless the Company achieves threshold performance for one of the goals set for net sales or Adjusted EBITDA. If the Company achieves both of these threshold goals, then each of our named executive officer’s bonus is subject to a maximum award of 200% of their target bonus based on achievement with respect to the Company performance factors. The award will be subject to an additional individual performance factor that may be added to and raise the total annual bonus for the executive above 200% of their target bonus up to the maximum of the individual award factor of 20%. The individual performance factor may also decrease payouts by up to 20%.

  51. Payout Formula

    Payout Formula

  52. Payout Formula

    | Base Salary | | Company Performance Factor (0% to 200%) | | Individual Performance Factor (+/-20%) | | AIP Payout | | | × | | + | | = | |

  53. Payout Formula

    The Compensation and Talent Management Committee identified a target bonus, expressed as a percentage of their base salary, for each named executive officer, which for 2025 were as follows:

  54. Payout Formula

    | NEO | Target Bonus (% of Base Salary) | | Mr. Lombardi | 115% | | Ms. Sacco | 75% | | Mr. Mekhail | 60% | | Mr. P’Pool | 50% | | Mr. Zerillo | 40% |

  55. Payout Formula

    | 50 | 2025 Proxy Statement | Prestige Consumer Healthcare Inc. |

  56. Executive Compensation

    Executive Compensation The following table reflects the 2025 net sales, Adjusted EBITDA and payout levels approved by the Compensation and Talent Management Committee that correspond to the threshold, target and maximum performance by the Company. The named executive officers earn no payment (if performance is below threshold) or a payment on a sliding-scale between the minimum (threshold) amount and the maximum amount, inclusive of the target amount based on the Company’s performance.

  57. Executive Compensation

    | | | Performance Level/Payout (MIL) | | | | | Metric | Weighting | Threshold (50%) | Target (100%) | Maximum (200%) | Payout | | | | | | | 98.6% | | AIP Net Sales | | | | | | | AIP Adjusted EBITDA | | | | | |

  58. Executive Compensation

    Following the close of the fiscal year, the Compensation and Talent Management Committee assesses the Company’s performance against the pre-determined performance targets and determines the amount, if any, of bonus earned by the executive officers. To be eligible to receive cash incentive compensation, the executive must be employed with the Company at the time payments are made by the Company. Even with a very challenging macroeconomic environment and supply chain disruptions in 2025, our 2025 Net Sales and Adjusted EBITDA for the Company were $1,137.7 million and $374.5 million, respectively. Based on the results of these financial metrics, our named executive officers earned 98.6% of their target bonus. While the entire leadership team performed very well in the challenging macroeconomic environment, the Compensation and Talent Management Committee elected to award additional bonus to Ms. Sacco and Mr. P’Pool. When determining the adjustments to individual bonus payouts, the Compensation and Talent Management Committee considered each named executive officers’ achievement against their respective goals. Any adjustments to the payouts are linked to the goals and objectives set for the individual by the CEO or in the case of the CEO, by the Compensation and Talent Management Committee. Key achievements by our named executive officers considered by the Compensation and Talent Management Committee for 2025 included:

  59. Executive Compensation

    | Name | Target Bonus | Company Performance Payout (98.6% of Target Bonus) | Individual Performance Adjustment | Total Payout | | Mr. Lombardi | $1,150,000 | $1,134,000 | $0 | $1,134,000 | | Ms. Sacco | $525,000 | $517,650 | $77,648 | $595,298 | | Mr. Mekhail | $316,800 | $312,365 | $0 | $312,365 | | Mr. P’Pool | $273,000 | $269,178 | $26,918 | $296,096 | | Mr. Zerillo | $148,000 | $145,928 | $0 | $145,928 |

  60. Equity Awards

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

  61. Overall Philosophy and Objectives Regarding Equity Awards

    Overall Philosophy and Objectives Regarding Equity Awards The Company views the above-mentioned equity awards as components of executive compensation that motivate and incentivize management to achieve the long-term performance goals (including stock price appreciation) of the Company and our stockholders. The Compensation and Talent Management Committee believes equity-based incentive compensation aligns executive and stockholder interests because:

  62. Overall Philosophy and Objectives Regarding Equity Awards

    | | | | | The use of multi-year vesting for equity awards encourages executive retention and emphasizes the attainment of long-term performance goals. | Paying a significant portion of executive compensation with long-term incentives motivates and incentivizes the executive officers to meet the long-term performance goals set by the Compensation and Talent Management Committee. | The executive officers will hold significant amounts of equity in the Company as required by the Company’s Stock Ownership Guidelines and will be motivated to increase stockholder value over the long-term. |

  63. Overall Philosophy and Objectives Regarding Equity Awards

    In May 2024, following discussions with CAP and review of the benchmarking data for our executive officers, the Compensation and Talent Management Committee increased target award values for each executive for FY2025 to move each closer to the median of the peer group. Target award values increased, as provided in the table below.

  64. Overall Philosophy and Objectives Regarding Equity Awards

    | Name | FY2025 Targeted Award Value | % Increase from FY2024 | | Mr. Lombardi | $4,000,000 | 8.1 | | Ms. Sacco | $1,575,000 | 52.9(*) | | Mr. Mekhail | $528,000 | 2.5 | | Mr. P’Pool | $546,000 | 1.1 | | Mr. Zerillo | $370,000 | 2.8 |

  65. Overall Philosophy and Objectives Regarding Equity Awards

    For our CEO, the Compensation and Talent Management Committee allocated seventy-five percent (75%) of his targeted equity award value to performance stock units and the remaining twenty-five percent (25%) to restricted stock units. For our other named executive officers, the Compensation and Talent Management Committee allocated sixty percent (60%) of the targeted equity award value to performance stock units, and forty percent (40%) to restricted stock units. In each case, the actual number of stock units granted was determined by dividing the allocated dollar value by the closing price of the Company’s common stock on the grant date. The 2025 equity grants to our named executive officers are set forth in the Grants of Plan-Based Awards table later in this Proxy Statement. *Ms. Sacco’s increase reflects an increase due to her promotion to Chief Operating Officer, in addition to her role as Chief Financial Officer, in January 2025.

  66. Overall Philosophy and Objectives Regarding Equity Awards

    | Prestige Consumer Healthcare Inc. | 2025 Proxy Statement | 53 |

  67. Vesting Criteria for Equity Awards

    Vesting Criteria for Equity Awards

  68. Vesting Criteria for Equity Awards

    | Performance Stock Units •Vest at the end of three years if company achieves pre-established goals relative to cumulative adjusted EBITDA and cumulative Net Sales (each weighted 50%). •The actual payout is determined based on the Company’s actual performance aggregated over the three-year period on a sliding-scale between the minimum (threshold) amount and the maximum amount, inclusive of the target amount. •Participants can earn up to 200% of the target number of shares with exceptional performance. •If performance is below target, but above threshold, participants can earn 50% of their award. •If performance is below threshold, participants earn 0% of their award. | | Restricted Stock Units •Vest ratably over three years based on service. |

  69. Vesting Criteria for Equity Awards

    For 2025, the Compensation and Talent Management Committee chose the following as the corporate financial goals for the 3-year Performance Stock Units:

  70. Vesting Criteria for Equity Awards

    | Metric | Definition | Rationale for Selection | | Cumulative Net Sales | The Company’s cumulative annual “Net Sales,” as reported in the Company’s audited financial statements for the 3-year performance period, adjusted to exclude divestitures, acquisitions, changes in accounting policy and other adjustments deemed appropriate by the Committee. | Drive consistent top-line growth over time. | | Cumulative EBITDA | Company’s cumulative reported net earnings (loss) excluding earnings (loss) from discontinued operations, net of the provision (benefit) for income taxes, net of interest income and expense, net of depreciation and amortization. EBITDA for the 3-year performance period is adjusted to exclude divestitures, acquisitions, costs associated with integration, transition, purchase accounting, impairment charges, changes in accounting policy and other adjustments deemed appropriate by the Committee. | Drive stockholder value creation in terms of growth of earnings per share and free cash flow. |

  71. Vesting Criteria for Equity Awards

    We utilize the same metrics in our annual incentive and PSU program, though they are over different timeframes. The Committee regularly reviews what metrics align most closely with our business strategy and considers potential alternatives. Management along with the Committee continue to believe Net Sales and EBITDA, are the metrics that drive value for our business and provide line-of-sight to participants. Treatment Upon Retirement. The Compensation and Talent Management Committee approved a “Rule of 62” policy for long-term equity awards granted in 2019 and beyond. Pursuant to the “Rule of 62,” if an employee retires from the Company with at least five years of service and a total of age and years of service at retirement equal to or greater than 62, then his or her outstanding awards will vest, based on actual company performance at the end of the 3-year performance period in the case of performance units, and in each case prorated based upon the employee’s length of employment during the vesting or performance period, as applicable. In each case the employee must give at least six months’ notice prior to retirement.

  72. Vesting Criteria for Equity Awards

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  73. Executive Compensation

    Executive Compensation Severance and Change in Control Provisions. All unvested equity awards that are assumed in connection with a change of control vest only after both the change in control event and the employee’s subsequent termination. In the case of awards that are not assumed in connection with the change in control, such unvested equity awards will vest on the change in control. For additional information regarding severance and change-in-control payments that the Company may be obligated to pay to a named executive officer in the future due to the termination of his employment pursuant to the Company’s Executive Severance Plan, please see the sections titled “Executive Compensation and Other Matters — Potential Payments Upon Termination or Change in Control,” “Executive Compensation and Other Matters — Employment Agreements” and “Executive Compensation and Other Matters — Additional Vesting Provisions” contained elsewhere in this Proxy Statement. Deferral Option. Senior executives may elect to defer settlement of shares until a date set by the executive prior to the LTIP award grant. Equity awards will continue to vest pursuant to the terms of the award agreements but the Company will defer issuing shares until the date set by the executive. Vested but unissued shares will count toward the executive’s stock ownership requirements.

  74. May 2022 Performance Stock Unit Award Payout

    May 2022 Performance Stock Unit Award Payout The May 2022 performance stock unit grant resulted in a payout of 80.5% for the three-year performance period FY 2023-2025 as set out below:

  75. May 2022 Performance Stock Unit Award Payout

    | | Weighting | Threshold | Target | Maximum | Performance Multiplier | | | | | | | 80.5% | | 3-Year Cumulative Sales | | | | | | | 3-Year Cumulative EBITDA | | | | | |

  76. May 2022 Performance Stock Unit Award Payout

    The Performance Multiplier resulted in the distribution of 39,904 shares to Mr. Lombardi, 4,927 shares to Ms. Sacco, 2,464 shares to Mr. Mekhail, 2,562 shares to Mr. P’Pool and 1,725 shares to Mr. Zerillo from their May 2022 performance stock unit grants. Although the Company incurred numerous unanticipated financial impacts and other volatility resulting from the macroeconomic environment especially significant supply chain issues, no adjustments were factored into the performance stock unit grant payout for fiscal year 2025 results. Please refer to Appendix A for a reconciliation of Non-GAAP Adjusted EBITDA to GAAP Net Income used to determine our May 2022 Performance Grant Payout.

  77. May 2022 Performance Stock Unit Award Payout

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  78. Equity Grant Timing

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

  79. Summary Compensation Table

    Summary Compensation Table The following table includes information regarding the compensation paid or awarded to the named executive officers listed below during our fiscal years ended March 31, 2025, 2024 and 2023. We have no applicable qualified pension or deferred compensation plans and, therefore, have omitted the column regarding compensation under such plans.

  80. Summary Compensation Table

    | | Fiscal | Salary | Bonus | Stock Awards(1) | Option Awards(2) | Non-Equity Incentive Plan Compensation(3) | All Other Compensation | Total | | Ronald M. Lombardi Chair, President, and Chief Executive Officer | 2025 | 1,003,564 | | 4,000,008 | 0 | 1,134,000 | 55,447(4) | 6,193,019 | | | 2024 | 1,002,632 | | 3,700,034 | 0 | 1,012,000 | 48,467(4) | 5,763,133 | | | 2023 | 1,002,322 | | 3,600,031 | 0 | 934,000 | 46,756(4) | 5,583,109 | | Christine Sacco Chief Financial Officer and Chief Operating Officer | 2025 | 658,904 | | 2,635,065(6) | 0 | 595,298 | 16,334(5) | 3,905,601 | | | 2024 | 625,809 | | 1,029,965 | 0 | 330,000 | 15,075(5) | 2,000,849 | | | 2023 | 605,809 | | 666,712 | 333,327 | 339,042 | 14,062(5) | 1,958,952 | | Adel Mekhail Executive Vice President, Sales and Marketing | 2025 | 533,499 | | 528,047 | — | 312,365 | 15,693(5) | 1,389,604 | | | 2024 | 516,583 | | 515,013 | 0 | 271,920 | 15,018(5) | 1,318,534 | | | 2023 | 503,543 | | 333,356 | 166,663 | 280,200 | 14,197(5) | 1,297,959 | | William C. P’Pool Senior Vice President, General Counsel and Corporate Secretary | 2025 | 548,638 | | 546,021 | — | 296,096 | 15,705(5) | 1,406,460 | | | 2024 | 532,321 | | 540,014 | 0 | 256,520 | 15,030(5) | 1,343,885 | | | 2023 | 516,314 | | 346,647 | 173,324 | 240,038 | 13,623(5) | 1,289,946 | | Jeffrey Zerillo Senior Vice President, Operations | 2025 | 372,607 | | 369,982 | — | 145,928 | 12,735(5) | 901,252 | | | 2024 | 362,448 | | 360,009 | 0 | 126,720 | 13,750(5) | 862,927 | | | 2023 | 352,365 | | 233,349 | 116,663 | 130,760 | 13,781(5) | 846,918 |

  81. Summary Compensation Table

    (1)Reflects the grant date fair value of restricted stock unit awards and performance stock unit awards, determined in accordance with Financial Accounting Standards Board ASC Topic 718 Stock Compensation (“FASB ASC Topic 718”). The fair value of the restricted stock unit awards and performance stock unit awards is based on the market value of the Company’s common stock on the grant date. The grant date value of the performance stock unit awards was computed by multiplying (i) the target number of performance stock units awarded to each named executive officer, which was the assumed probable outcome as of the grant date, by (ii) the grant date fair value used for financial reporting purposes. Assuming, instead, that the highest level of performance would be achieved, the grant date fair values of the performance stock units would have been as follows: Mr. Lombardi $5,400,047 (2023), $5,550,021 (2024) and $6,000,012 (2025); Ms. Sacco $666,713 (2023), $1,235,958 (2024) and $1,272,069 (2025); Mr. Mekhail $333,356 (2023) $618,041 (2024) and $633,656 (2025); Mr. P’Pool $346,647 (2023), $648,042 (2024) and $655,198 (2025); and Mr. Zerillo $233,349 (2023), $431,987 (2024) and $443,979 (2025). (2)Reflects the grant date fair value of stock option awards, determined in accordance with FASB ASC Topic 718. The fair value of each stock option award was estimated on the date of grant using the Black-Scholes Option Pricing Model (“Black-Scholes Model”). The Black-Scholes Model uses certain assumptions about expected volatility of the Company’s common stock, the expected term of the stock options and risk-free interest rates. For additional information regarding the assumptions used in the Black-Scholes Model for options granted in 2023, please see Note 14 to the financial statements contained in our Annual Report on Form 10-K for 2025, which is included in the Annual Report to Stockholders accompanying this Proxy Statement. Executives did not receive stock option awards in 2024 or 2025. (3)Reflects annual cash incentive awards, which are accrued and reflected in the Summary Compensation table for the fiscal year in which earned but are paid promptly after the completion of the audit of the Company’s financial statements for such fiscal year. (4)Reflects a matching contribution by the Company on Mr. Lombardi’s behalf to the Company’s 401(k) plan ($15,525) and expenses related to an executive physical and to the use of corporate housing leased by the Company in the amount of $ 39,824 (2025). The aggregate incremental cost to the Company of providing the corporate housing is based on the actual cost of the lease and utilities for the fiscal year. (5)Reflects a matching contribution by the Company on the named executive officer’s behalf to the Company’s 401(k) plan. (6)In addition to Ms. Sacco’s annual target long-term incentive award, reflects a one-time retention award of restricted stock units which cliff vest after four years granted upon Ms. Sacco’s promotion to Chief Operating Officer, in addition to her role as Chief Financial Officer in the amount of $1,575,055.

  82. Summary Compensation Table

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  83. Grants of Plan-Based Awards in 2025

    Grants of Plan-Based Awards in 2025 The following Grants of Plan-Based Awards table provides additional information regarding non-equity and equity incentive plan awards granted to the named executive officers during 2025. The non-equity incentive plan awards were granted pursuant to the 2025 AIP and the equity incentive plan awards were granted pursuant to 2020 LTIP. The equity incentive plan awards were comprised of performance stock units and restricted stock units.

  84. Grants of Plan-Based Awards in 2025

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares or Stock Units (#)(3) | Grant Date Fair Value of Stock Awards (#)(4) | | Name | | Threshold | Target | Maximum | Threshold | Target (#) | Maximum (#) | | | | Mr. Lombardi | | 575,000 | 1,150,000 | 2,300,000 | | | | | | | | 5/7/2024 | | | | | | | 14,298 | 1,000,002 | | | 5/7/2024 | | | | 21,477 | 42,894 | 85,788 | | 3,000,006 | | Ms. Sacco | | 262,500 | 525,000 | 1,050,000 | | | | | | | | 5/7/2024 | | | | | | | 6,062 | 423,976 | | | 5/7/2024 | | | | 4,547 | 9,094 | 18,188 | | 636,034 | | | 1/6/2025 | | | | | | | 21,136(5) | 1,575,055 | | Mr. Mekhail | | 158,400 | 316,800 | 633,600 | | | | | | | | 5/7/2024 | | | | | | | 3,020 | 211,219 | | | 5/7/2024 | | | | 2,265 | 4,530 | 9,060 | | 316,828 | | Mr. P’Pool | | 136,500 | 273,000 | 546,000 | | | | | | | | 5/7/2024 | | | | | | | 3,123 | 218,423 | | | 5/7/2024 | | | | 2,342 | 4,684 | 9,368 | | 327,599 | | Mr. Zerillo | | 74,000 | 148,000 | 296,000 | | | | | | | | 5/7/2024 | | | | | | | 2,116 | 147,993 | | | 5/7/2024 | | | | 1,587 | 3,174 | 6,348 | | 221,990 |

  85. Grants of Plan-Based Awards in 2025

    (1)Reflects threshold, target, and maximum opportunities for annual incentive plan awards, as described in further detail in the “Compensation Discussion and Analysis.” (2)Reflects performance stock units, which may be earned based on the achievement of 3-year cumulative adjusted sales and EBITDA targets, as described in further detail in the “Compensation Discussion and Analysis.” (3)Reflects restricted stock units, which vest in three equal annual installments commencing on the first anniversary of the date of grant for the restricted stock units. (4)Reflects the grant date fair value of the performance stock units and restricted stock units, determined in accordance with FASB ASC Topic 718. (5)Reflects one-time retention award of restricted stock units which cliff vest after four years granted upon Ms. Sacco’s promotion to Chief Operating Officer, in addition to her role as Chief Financial Officer.

  86. Grants of Plan-Based Awards in 2025

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  87. Outstanding Equity Awards at 2025 Fiscal Year-End

    Outstanding Equity Awards at 2025 Fiscal Year-End The following table summarizes the equity awards granted to the named executive officers that were outstanding as of March 31, 2025.

  88. Outstanding Equity Awards at 2025 Fiscal Year-End

    | | Option Awards | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested(1) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(1) | | Mr. Lombardi | | | | | 14,298(10) | 1,229,199 | 42,894(14) | 3,687,597 | | | | | | | 9,990(9) | 858,840 | 44,954(13) | 3,864,695 | | | | | | | 5,508(8) | 473,523 | | | | | | | | | 39,904(12) | 3,430,547 | | | | Ms. Sacco | | | | | 21,136(11) | 1,817,062 | 9,094(14) | 781,811 | | | | | | | 6,062(10) | 521,150 | 10,011(13) | 860,646 | | | | | | | 4,450(9) | 382,567 | | | | | 11,366(7) | 5,684(7) | 54.47 | 5/2/2032 | 2,040(8) | 175,379 | | | | | 21,930(6) | 0(6) | 44.33 | 5/3/2031 | 4,927(12) | 423,574 | | | | | 20,604(5) | 0(5) | 39.98 | 5/4/2030 | | | | | | Mr. Mekhail | | | | | 3,020(10) | 259,629 | 4,530(14) | 389,444 | | | | | | | 2,225(9) | 191,283 | 5,006(13) | 430,366 | | | —(7) | 2,842(7) | 54.47 | 5/2/2032 | 1,020(8) | 87,689 | | | | | | | | | 2,464(12) | 211,830 | | | | Mr. P’Pool | | | | | 3,123(10) | 268,484 | 4,684(14) | 402,683 | | | | | | | 2,333(9) | 200,568 | 5,249(13) | 451,257 | | | 5,463(7) | 2,732(7) | 54.47 | 5/2/2032 | 1,061(8) | 91,214 | | | | | 11,496(6) | —(6) | 44.33 | 5/3/2031 | 2,562(12) | 220,255 | | | | | 6,333(2) | 0(2) | 56.11 | 5/8/2027 | | | | | | Mr. Zerillo | | | | | 2,116(10) | 181,913 | 3,174(14) | 272,869 | | | | | | | 1,556(9) | 133,769 | 3,499(13) | 300,809 | | | 3,677(7) | 1,839(7) | 54.47 | 5/2/2032 | 714(8) | 61,383 | | | | | 7,802(6) | —(6) | 44.33 | 5/3/2031 | 1,725(12) | 148,298 | | | | | 8,399(5) | 0(5) | 39.98 | 5/4/2030 | | | | | | | 10,063(4) | 0(4) | 30.56 | 5/6/2029 | | | | | | | 10,078(3) | 0(3) | 29.46 | 5/7/2028 | | | | |

  89. Outstanding Equity Awards at 2025 Fiscal Year-End

    (1)Reflects the value of restricted stock units or performance stock units, which was calculated using $85.97 per share, the closing price of the Company’s common stock on the NYSE on March 31, 2025. (2)Reflects stock options granted to the named executive officer on May 8, 2017, which vested in approximately three equal installments on May 8, 2018, 2019 and 2020. (3)Reflects stock options granted to the named executive officer on May 7, 2018, which vested in approximately three equal installments on May 7, 2019, 2020 and 2021. (4)Reflects stock options granted to the named executive officer on May 6, 2019, which vested in approximately three equal installments on May 6, 2020, 2021 and 2022.

  90. Outstanding Equity Awards at 2025 Fiscal Year-End

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  91. Executive Compensation

    Executive Compensation (5)Reflects stock options granted to the named executive officer on May 4, 2020, which vest in approximately three equal installments on May 4, 2021, 2022 and 2023. (6)Reflects stock options granted to the named executive officer on May 3, 2021, which vested in approximately three equal installments on May 3, 2022, 2023 and 2024. (7)Reflects stock options granted to the named executive officer on May 2, 2022, which vested in approximately three equal installments on May 2, 2023, 2024 and 2025. (8)Reflects restricted stock units granted to the named executive officer on May 2, 2022, which vested in approximately three equal installments on May 2, 2023, 2024 and 2025. (9)Reflects restricted stock units granted to the named executive officer on May 2, 2023, which vested in approximately three equal installments on May 2, 2024, 2025 and 2026. (10)Reflects restricted stock units granted to the named executive officer on May 7, 2024, which vest in approximately three equal installments on May 7, 2025, 2026 and 2027. (11)Reflects restricted stock units granted to the named executive officer on January 6, 2025, which vest on January 6, 2029. (12)Reflects performance stock units granted to the named executive officer on May 2, 2022, which vested on May 5, 2025 based on achievement of goals related to 3-year cumulative net sales and EBITDA, as described in further detail under “Compensation Discussion and Analysis”. (13)Reflects performance stock units granted to the named executive officer on May 2, 2023, which are eligible to vest on May 2, 2026 based on achievement of goals related to adjusted 3-year cumulative net sales and EBITDA, as described in further detail under “Compensation Discussion and Analysis”. The number of performance stock units reported reflects an assumed level of achievement of fiscal 2023-2025 performance goals based on the Company’s performance as of March 31, 2025. (14)Reflects performance stock units granted to the named executive officer on May 7, 2024, which are eligible to vest on May 7, 2027 based on achievement of goals related to adjusted 3-year cumulative net sales and EBITDA, as described in further detail under “Compensation Discussion and Analysis”. The number of performance stock units reported reflects an assumed level of achievement of fiscal 2024-2026 performance goals based on the Company’s performance as of March 31, 2025.

  92. 2025 Option Exercises and Stock Vested

    2025 Option Exercises and Stock Vested

  93. 2025 Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | Mr. Lombardi | 93,112 | 2,328,740 | 102,240 | 7,170,034 | | Ms. Sacco | 24,686 | 1,270,134 | 17,588 | 1,236,533 | | Mr. Mekhail | 16,648 | 616,177 | 8,795 | 618,336 | | Mr. P’Pool | — | — | 9,213 | 647,716 | | Mr. Zerillo | — | — | 6,233 | 438,189 |

  94. 2025 Option Exercises and Stock Vested

    (1)Reflects the number of shares underlying the exercised options multiplied by the difference between the fair market value of the underlying shares on the exercise date and the exercise price of the option. (2)Reflects the quoted market value of the underlying shares on the applicable vesting dates multiplied by the number of shares vested.

  95. 2025 Option Exercises and Stock Vested

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  96. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control

  97. Employment Agreements

    Employment Agreements The Compensation and Talent Management Committee approved the Prestige Consumer Healthcare Inc. Executive Severance Plan (“ESP”), to transition away from individual agreements with our executive officers.

  98. Overview of the Amended and Restated Executive Severance Plan

    Overview of the Amended and Restated Executive Severance Plan Pursuant to the terms of the plan, the Compensation and Talent Management Committee will, in its sole discretion, select eligible employees for participation in the and designate such employees as Tier One or Tier Two participants, subject to timely execution of a participation letter agreement. Pursuant to the terms of the letter agreement, the participants will agree to be bound by the terms and conditions of the executive severance plan and the letter agreement. The Compensation and Talent Management Committee designated Mr. Lombardi as a Tier One participant and certain other executive officers as Tier Two participants, including Messrs. Mekhail, P’Pool and Zerillo and Ms. Sacco. The executive severance plan provides for the payment of severance and other benefits to participants in the event of their termination of employment by the Company without cause or resignation for good reason, each as defined in the executive severance plan. In the event of a termination of employment by the Company without cause or resignation for good reason prior to a change in control, the executive severance plan provides the following payments and benefits to the participant: •a prorated annual incentive payment in respect of the participant’s service during the fiscal year in which his or her date of termination occurred based on actual performance results for such fiscal year; •severance equal to a multiple (1.5, in the case of a Tier One participant, and 1, in the case of a Tier Two participant), of the sum of the participant’s annual base salary plus his or her target annual incentive, payable over a period of twelve months, in accordance with the Company’s regular payroll practices; and •payment of COBRA premiums for a period of twelve months. In the event of a termination of employment by the Company without cause or resignation for good reason upon or within 24 months following a change in control, the executive severance plan provides the following payments and benefits to the participant: •a prorated annual incentive payment in respect of the participant’s service during the fiscal year in which his or her date of termination occurred based on actual performance results for such fiscal year; •severance equal to a multiple (2.5, in the case of a Tier One participant, and 2, in the case of a Tier Two participant), of the sum of the participant’s annual base salary plus his or her target annual incentive, payable in a lump sum upon termination; and •payment of COBRA premiums for a period of eighteen months; •and (iv) outplacement services suitable to participant’s position. The executive severance plan provides that in the event that the payments described above would, if paid, be subject to excise taxes that may be imposed on excess parachute payments under Section 4999 of the Internal Revenue Code of 1986, as amended, then the payments will be reduced to the extent necessary so that no portion of the payments is subject to the excise tax, provided that net amount of the reduced payments, after giving effect to income tax consequences, is greater than or equal to the net amount of the payments without such reduction, after giving effect to the excise tax and income tax consequences. In order to be entitled to severance payments and benefits, the participant will be required to comply with the terms and conditions of the executive severance plan and the letter agreement, including, without limitation, a requirement to execute a release and waiver of all claims in favor of the Company and comply with certain post-employment covenants, including a confidentiality covenant and a covenant not to compete with the Company or solicit the Company’s employees for eighteen months, in the case of a Tier One participant, or twelve months, in the case of a Tier Two participant, following termination of employment.

  99. Overview of the Amended and Restated Executive Severance Plan

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  100. Executive Compensation

    Executive Compensation The Compensation and Talent Management Committee may amend or terminate the executive severance plan at any time; provided that: •no such action may impair the rights of a participant who previously has incurred a Qualifying Termination without his or her consent; and •the executive severance plan may not be terminated or amended after a change in control of the Company in any manner that would adversely affect the benefits available to any participant in the executive severance plan.

  101. Special Vesting Provisions for Equity Awards

    Special Vesting Provisions for Equity Awards Our 2020 LTIP provides that the Compensation and Talent Management Committee may, at its discretion, decide to vest the unvested portion of a grantee’s restricted stock units or stock option award if a grantee’s employment is terminated due to death, disability or retirement. In connection with a change of control event, unvested equity awards are treated as follows: •If (i) a change in control occurs while the employee is employed by us, and (ii) the equity award is not assumed by the surviving entity or otherwise equitably converted or substituted in connection with the change in control, then the equity award will become fully-vested as of the date of the change in control. •If (i) a change in control occurs while the employee is employed by us, and (ii) the equity award is assumed by the surviving entity or otherwise equitably converted or substituted in connection with the change in control in a manner approved by our Board, then the equity award will become fully-vested if within twenty- four (24) months following the change in control, the participant’s employment is terminated by the Company other than for cause, disability or death or the participant resigns for good reason (as such terms are defined in the applicable award agreement). Also, as discussed earlier in this CD&A: •The Compensation and Talent Management Committee approved a “Rule of 62” policy, pursuant to which an employee’s outstanding time-based equity awards will vest, based on actual performance at the end of the 3-year performance period in the case of performance stock units, and in each case prorated based upon the employee’s length of employment during the vesting or performance period, as applicable, in the event he or she with at least six months’ notice retires from the Company with at least five years of service and a total of age and years of service at retirement equal to or greater than 62. •Senior executives may elect to defer settlement of shares until a date set by the executive prior to the LTIP award grant or until six months after termination of employment with the Company. Equity awards will continue to vest pursuant to the terms of the award agreements, but the Company will defer issuing shares until the date set by the executive. Vested but unissued shares will count toward the executive’s stock ownership requirements.

  102. Special Vesting Provisions for Equity Awards

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  103. Summary of Potential Payments upon Termination or Change

    Summary of Potential Payments upon Termination or Change

  104. in Control

    in Control As described above, each of our named executive officers is entitled to certain benefits in the event his or her employment is terminated under specified circumstances. Circumstances which would trigger payments and/or other benefits to our named executive officers include termination of employment by the Company without cause, termination by the named executive officer for good reason or a change in control of the Company. The following table sets forth payments and benefits that may be received by our named executive officers in the event of termination for specified reasons and/or a change in control of the Company. The following information has been prepared based on the assumption that the named executive officer’s employment terminated, or a change in control of the Company occurred, on March 31, 2025. With respect to the accelerated vesting of equity awards, the value of such acceleration was calculated using $85.97, the closing price of our common stock on March 31, 2025, the last trading day of fiscal 2025.

  105. in Control

    | Name | Termination by Company Without Cause or Resignation with Good Reason ($)(1) | Death/ Disability ($)(2) | Qualifying Termination in Connection with Change in Control | | Mr. Lombardi | $3,250,401 | $14,375,302 | $19,784,170 | | Ms. Sacco | $1,240,468 | $5,243,797 | $7,724,732 | | Mr. Mekhail | $863,052 | $1,711,003 | $3,437,107 | | Mr. P’Pool | $844,535 | $1,773,821 | $3,462,891 | | Mr. Zerillo | $543,535 | $1,192,818 | $2,279,888 |

  106. in Control

    (1)Reflects benefits payable pursuant to the terms and conditions of the executive severance plan (as described in detail above) and assumes that the Compensation and Talent Management Committee does not accelerate the vesting of the unvested portion of the named executive officer’s outstanding equity awards, in which case such unvested awards will be forfeited. (2)Assumes that the Compensation and Talent Management Committee accelerates the vesting of the unvested portion of the named executive officer’s outstanding stock option and restricted stock unit awards. Accordingly, the amount shown includes the value of the accelerated vesting of restricted stock units and “in-the-money” stock option awards. Per their terms, performance units will remain outstanding and vest on a pro-rata basis based upon actual performance against the pre- established performance criteria (and, therefore, for purposes of this table the value included in this column with respect to outstanding performance units assumes threshold performance). (3)Assumes that the named executive officer had a qualifying termination in connection with a change in control of the Company. In addition to the severance payments to be received in connection with a qualifying termination following a change in control, the amount shown includes the value of the accelerated vesting of performance stock units (based on target performance), restricted stock units and “in-the-money” stock option awards.

  107. CEO Pay Ratio

    CEO Pay Ratio 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 annual total compensation of our employees and the annual total compensation of our CEO. The pay ratio included in this information is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. Given the different methodologies that various public companies will use to determine an estimate of their pay ratio, the estimated ratio reported below should not be used as a basis for comparison between companies. For 2025, our last completed fiscal year, we identified as the median of the annual total compensation of all employees of the Company (other than our CEO) of $82,850, and the annual total compensation of our CEO, as reported in the Summary Compensation Table included in this Proxy Statement, was $6,193,019. Based on this information, for 2025, the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all employees was 75 to 1. For 2025, we identified the median of the annual total compensation of all our employees and determined the annual total compensation of the “median employee,” the methodology and the material assumptions, adjustment and estimates that we used were as follows: •For 2025, the “median employee” was selected on March 31, 2025. As of March 31, 2025, we had 582 global employees (full-time, part-time, temporary and seasonal) working at the Company and its consolidated subsidiaries.

  108. CEO Pay Ratio

    | 64 | 2025 Proxy Statement | Prestige Consumer Healthcare Inc. |

  109. Pay Versus Performance

    Pay Versus Performance The following disclosure is required by SEC rules to provide information about the relationship between executive compensation and the Company’s performance on select financial metrics. The amounts set forth below under the headings “Compensation Actually Paid to CEO” and “Average Compensation Actually Paid for NEOs” have been calculated in a manner consistent with Item 402(v) of Regulation S-K. More information on the Company’s compensation program and decisions for the 2025 performance year can be found in the Compensation Discussion and Analysis.

  110. PAY VERSUS PERFORMANCE TABLE

    PAY VERSUS PERFORMANCE TABLE The following table sets forth information regarding the Company’s Compensation Actually Paid and certain other Company financial information for fiscal years 2025, 2024, 2023 and 2022 and 2021.

  111. PAY VERSUS PERFORMANCE TABLE

    | | | | Average Summary Compensation Table Total for Non-CEO NEOs(1)(3) | Average Compensation Actually Paid to Non-CEO NEOs(2)(3) | Value of Initial Fixed $100 Investment Based on: | | | | | Year | Summary Compensation Table Total for CEO(1) | Compensation Actually Paid to CEO(2) | | | Total Shareholder Return(4) | Peer Group Total Shareholder Return(4)(5) | Net Income (In Millions)(6) | Adjusted EBITDA (In Millions)(7) | | 2025 | $6,193,019 | $7,579,182 | $1,900,729 | $2,222,505 | $234.29 | $164.93 | $214.6 | $374.5 | | 2024 | $5,763,133 | $9,714,056 | $1,381,549 | $1,689,898 | $197.77 | $138.58 | $209.3 | $373.9 | | 2023 | $5,583,109 | $9,544,538 | $1,348,444 | $1,900,028 | $170.73 | $132.60 | $(82.3) | $378.1 | | 2022 | $6,031,517 | $9,906,721 | $1,507,548 | $2,034,984 | $144.33 | $154.26 | $205.4 | $367.7 | | 2021 | $5,148,033 | $6,117,711 | $1,244,311 | $1,512,287 | $120.17 | $157.80 | $164.7 | $331.3 |

  112. PAY VERSUS PERFORMANCE TABLE

    (1)Represents the total compensation for Mr. Lombardi, our CEO, and the average total compensation for our non-CEO NEOs from the Summary Compensation Table for 2025, 2024, 2023, 2022, and 2021. (2)Represents the total compensation from the Summary Compensation Table for our CEO and the average total compensation for our non-CEO NEOs during 2025, 2024, 2023, 2022, and 2021 as adjusted to reflect changes in the fair value of outstanding stock and option awards in accordance with Item 402(v) of Regulation S-K. The table shown on the following page details the adjustments. (3)Our non-CEO NEOs include the following individuals for each of 2025, 2024, 2023, 2022 and 2021: Messrs. Mekhail, P’Pool, Zerillo and Ms. Sacco. (4)Total Shareholder Return for each fiscal year assumes $100 was invested at the close of March 31, 2020 in the Company and the Peer Group and that any dividends were reinvested when and as paid. (5)The Peer Group reflects the Company’s peer group that is used for purposes of compensation benchmarking, as defined in the Compensation Discussion and Analysis. This peer group was changed in 2025 to exclude Hostess Brands, Inc., which was acquired by J.M. Smucker Company, and Tupperware Brands Corporation, which filed for bankruptcy. Amphastar Pharmaceuticals, Inc. and Utz Brands, Inc. were added as a replacement based on their similar financial profile. The Peer Group Total Shareholder Return with respect to the former peer group is $160.17, $159.41, $135.29, $142.59 and $175.60, for 2021, 2022, 2023, 2024 and 2025, respectively. (6)The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year.

  113. PAY VERSUS PERFORMANCE TABLE

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  114. Executive Compensation

    | Reconciliation of Summary Compensation Totals and Compensation Actually Paid | | 2025 | | 2024 | | 2023 | | 2022 | | 2021 | | | | | CEO | Average Non-CEO NEOs | CEO | Average Non-CEO NEOs | CEO | Average Non-CEO NEOs | CEO | Average Non-CEO NEOs | CEO | Average Non-CEO NEOs | | Summary Compensation Table Total | | $6,193,019 | $1,900,729 | $5,763,133 | $1,381,549 | $5,583,109 | $1,348,444 | $6,031,517 | $1,507,548 | $5,148,033 | $1,244,311 | | - Stock and Option Awards(a) | | $4,000,008 | $1,019,779 | $3,700,034 | $611,250 | $3,600,031 | $592,510 | $3,299,970 | $565,266 | $3,127,475 | $507,589 | | | +Year End Fair Value of Equity Awards Granted in the Applicable Year | $4,916,796 | $1,223,761 | $4,349,174 | $718,489 | $4,139,342 | $718,300 | $3,940,907 | $735,436 | $3,390,325 | $583,912 | | | +Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that are Unvested at Year End | $711,382 | $151,828 | $3,372,800 | $274,980 | $3,171,807 | $365,822 | $3,085,508 | $315,689 | $582,640 | $151,858 | | | +Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | $(242,007) | $(34,034) | $(71,018) | $(73,869) | $250,311 | $59,972 | $148,759 | $41,577 | $124,187 | $39,795 | | Compensation Actually Paid | | $7,579,182 | $2,222,505 | $9,714,056 | $1,689,898 | $9,544,538 | $1,900,028 | $9,906,721 | $2,034,984 | $6,117,711 | $1,512,287 |

  115. Executive Compensation

    (a)Represents the aggregate grant date fair value of all equity awards reported in the Stock Awards and Stock Option Awards columns in the Summary Compensation Table for the applicable year. (b)Represents the sum of the fair value of all equity awards granted during the covered fiscal year, measured at the end of the year plus the change in fair value of unvested awards granted in prior fiscal years, measured at the end of the covered fiscal year (or, for awards that vested in the covered fiscal year, as of the vesting date). The valuation methodology used to calculate fair values is consistent with those used at the time of grant.

  116. Required Tabular Disclosure of Most Important Measures to Determine FY2025 AIP

    Required Tabular Disclosure of Most Important Measures to Determine FY2025 AIP As described in greater detail in our Compensation Discussion and Analysis (“CD&A”) within the sections titled “Pay for Performance Alignment” and “Annual Incentive Plan”, the Company’s executive compensation program reflects a variable pay-for-performance philosophy. The metrics that the Company uses for both our long-term and short-term incentive awards are selected based on an objective of incentivizing our NEOs to increase the value of our enterprise for our stockholders. The three items listed below represent the most important metrics we used to determine AIP for FY2025.

  117. Required Tabular Disclosure of Most Important Measures to Determine FY2025 AIP

    | Most Important Performance Measure | | Net Sales | | Adjusted EBITDA | | Free Cash Flow |

  118. Required Tabular Disclosure of Most Important Measures to Determine FY2025 AIP

    We believe in the importance of delivering significant value to our stockholders and linking executive pay to our performance. We believe that Adjusted EBITDA (which is a metric used for purposes of our Annual Incentive Plan — see additional details regarding adjustments in the section titled “Compensation Discussion and Analysis — Annual Incentive Plan”) represents the most important financial performance measure linking NEO CAP to Company performance because it is indicative of our profitability and impacts our stock price, and accordingly, EBITDA is the “Company-Selected Measure” that is required to be disclosed in accordance with the PvP Rules. We also view Free Cash Flow as an instrumental measure of the Company’s performance as it drives our capital allocation strategy.

  119. Required Tabular Disclosure of Most Important Measures to Determine FY2025 AIP

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  120. PAY VS NET INCOME AND ADJUSTED EBITDA

    | • | Compensation Actually Paid to CEO | • | Average Compensation Actually Paid to Non-CEO NEOs | | | Prestige Net Income | | Prestige Adjusted EBITDA |

  121. PAY VS TSR

    | • | Compensation Actually Paid to CEO | • | Average Compensation Actually Paid to Non-CEO NEOs | | | Prestige Total Shareholder Return | | Peer Group Total Shareholder Return |

  122. Equity Compensation Plan Information

    Equity Compensation Plan Information The following table sets forth certain information regarding our equity compensation plans as of March 31, 2025.

  123. Equity Compensation Plan Information

    | Plan Category | Number of Securities to Be Issued Upon Exercise of Outstanding Options, Warrants and Rights (A) | Weighted- Average Exercise Price of Outstanding Options, Warrants and Rights (B) | Number of Securities Remaining Available For Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected In Column (A)) (C) | | Equity compensation plans approved by security holders(1) | 1,231,873(2) | $52.22(3) | 1,589,896(4)(5) | | Equity compensation plans not approved by security holders | — | — | — | | Total | 1,231,873 | $52.22 | 1,589,896 |

  124. Equity Compensation Plan Information

    (1)2020 LTIP replaced the 2005 LTIP upon stockholder approval of the 2020 LTIP on August 4, 2020. No further grants will be made under the 2005 LTIP. (2)Consists of shares issuable pursuant to the exercise of outstanding stock options and the conversion of outstanding restricted stock units and performance stock unit awards (assuming achievement of maximum performance levels). (3)Calculation of the weighted-average exercise price of outstanding awards includes stock options but does not include restricted stock units and performance stock units that convert to shares of common stock for no consideration. (4)All such shares may be issued pursuant to grants of full-value stock awards. (5)All remaining available securities are from the 2020 LTIP.

  125. Equity Compensation Plan Information

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  126. MAY 2022 PERFORMANCE SHARE GRANT TOTAL REVENUE AND ADJUSTED EBITDA

    MAY 2022 PERFORMANCE SHARE GRANT TOTAL REVENUE AND ADJUSTED EBITDA (Dollar Values in Millions)

  127. MAY 2022 PERFORMANCE SHARE GRANT TOTAL REVENUE AND ADJUSTED EBITDA

    | | FY 2023 to 2025 Total | | GAAP Total Revenues | $3,390.8 | | GAAP Net Income | $341,638.0 | | Interest expense, net | 183,956.0 | | Provision for income taxes | 124,661.0 | | Depreciation & amortization | 93,473.0 | | Non-GAAP EBITDA | $743,728.0 | | Goodwill and tradename impairment | 382,638.0 | | Adjustments to EBITDA | $382,683.0 | | Non-GAAP Adjusted EBITDA used for May 2022 Performance Share Grant Payout | $1,126,411.0 |