Irinquiries@prestigebrands.com
Prestige Consumer Healthcare Inc.
660 White Plains Road – Ste 250
Tarrytown, NY 10591
Telephone: 914-524-6819
|
Dear Fellow Stockholder:
I am very pleased to report a successful Fiscal Year 2021. We began the year facing tremendous uncertainty due to the COVID-19 pandemic, including rapid changes in consumer preferences and needs. Despite this backdrop, our dedicated employees stayed focused on executing our proven, long-term business strategy which ultimately enabled us to deliver record profitability for fiscal year 2021.
|
| |
|
|
|
Revenues of $943.0 million, despite certain products being impacted by COVID-19
|
| |
Market share gains in 9 of 12 leading company brands
|
| |
Adjusted EPS of $3.24, up 9.5% versus 2020
|
| |
Adjusted Free Cash Flow of $213.4 million,
a Company record |
|
|
LEADERSHIP
|
| |
TRUST
|
| |
CHANGE
|
| |
EXECUTION
|
|
| | | |
Sincerely,
|
|
| | | |
Ronald M. Lombardi
President, Chief Executive Officer and Chairman of the Board |
|
| | | | | | | | | | | | | | | | | | | |
|
|
| |
WHEN: Tuesday, August 3, 2021
10:00 a.m. (Eastern Daylight Time) |
| | |
|
| |
WHERE: at the Company’s offices
660 White Plains Road, Tarrytown, New York 10591 |
| | |
|
| |
WHO: Only stockholders of record at the close of business on June 10, 2021 will be entitled to vote at the Annual Meeting.
|
|
|
ITEMS OF BUSINESS
|
| |||
|
1
|
| |
To elect the seven directors nominated by the Board of Directors and named in the accompanying Proxy Statement to serve until the 2022 Annual Meeting of Stockholders or until their earlier death, removal or resignation
|
|
|
2
|
| |
To ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of Prestige Consumer Healthcare Inc. for the fiscal year ending March 31, 2022
|
|
|
3
|
| |
To vote on a non-binding resolution to approve the compensation of our named executive officers as disclosed in our Proxy Statement
|
|
|
4
|
| |
To conduct other business as may properly be brought before the Annual Meeting or any adjournment or postponement thereof, including proposals to adjourn or postpone the meeting
|
|
| | | |
|
| |
By Order of the Board of Directors,
|
|
| June 29, 2021 | | | | | |
William C. P’Pool
Senior Vice President, General Counsel & Corporate Secretary |
|
|
WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING IN PERSON, PLEASE PROMPTLY COMPLETE, SIGN, DATE AND MAIL THE ENCLOSED PROXY CARD, OR VOTE BY THE INTERNET ACCORDING TO THE INSTRUCTIONS ON YOUR PROXY CARD. A SELF-ADDRESSED POSTAGE PAID RETURN ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES. IF YOU DO ATTEND THE ANNUAL MEETING, YOU MAY WITHDRAW YOUR PROXY SHOULD YOU WISH TO VOTE IN PERSON. YOU MAY REVOKE YOUR PROXY BY FOLLOWING THE INSTRUCTIONS ON PAGE 73 OF THE PROXY STATEMENT.
|
|
|
If you own shares in a brokerage account, your bank or brokerage firm forwarded these proxy materials, as well as a voting instruction card, to you. Please follow the instructions on the voting instruction card to vote your shares. Your broker cannot vote your shares for proposals regarding the election of our directors or approval of the compensation of our named executive officers, unless you provide voting instructions to your broker. Therefore, it is very important that you exercise your right as a stockholder and vote on all proposals.
|
|
| | | |
Page
|
|
| | | | ||
| PROPOSAL 1 – ELECTION OF DIRECTORS | | | | |
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | |
|
IIMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDERS MEETING TO BE HELD ON AUGUST 3, 2021: THIS PROXY STATEMENT, THE PROXY CARD AND THE 2021 ANNUAL REPORT TO STOCKHOLDERS ARE AVAILABLE AT THE “INVESTORS” TAB OF WWW.PRESTIGECONSUMERHEALTHCARE.COM, OUR INTERNET WEBSITE.
|
|
|
YOU CAN SUBMIT A REQUEST FOR A COPY OF THE PROXY STATEMENT, ANNUAL REPORT AND FORM OF PROXY FOR ANY FUTURE STOCKHOLDER MEETINGS (INCLUDING THE MEETING OF STOCKHOLDERS TO BE HELD ON AUGUST 3, 2021) TO 1-800-831-7105, PROXY@PRESTIGEBRANDS.COM OR THE “CONTACT US” TAB AT WWW.PRESTIGECONSUMERHEALTHCARE.COM. YOU CAN ALSO CONTACT US AT THE PHONE NUMBER, E-MAIL ADDRESS AND WEBSITE SET FORTH ABOVE TO REQUEST DIRECTIONS TO THE LOCATION OF THE ANNUAL MEETING OF STOCKHOLDERS SO THAT YOU MAY ATTEND THE MEETING AND VOTE IN PERSON.
|
|
| | | | | | | | | | | | | | | | | | | |
|
|
| |
WHEN: Tuesday, August 3, 2021
10:00 a.m. (Eastern Daylight Time) |
| | |
|
| |
WHERE: at the Company’s offices
660 White Plains Road Tarrytown, New York 10591 |
| | |
|
| |
WHO: Only stockholders of record at the close of business on June 10, 2021 will be entitled to vote at the Annual Meeting.
|
|
|
ITEMS OF BUSINESS
|
| | BOARD’S RECOMMENDATION |
| | SEE PAGE |
| | |||||||||||||||||
|
1
|
| |
To elect the seven directors nominated by the Board of Directors and named in this Proxy Statement to serve until the 2022 Annual Meeting of Stockholders or until their earlier death, removal or resignation
|
| |
|
| |
FOR each director nominee
|
| | | | ||||||||||||
| | | |
☐
Ronald M. Lombardi
|
| |
☐
John E. Byom
|
| |
☐
Celeste A. Clark
|
| |
☐
Christopher J. Coughlin
|
| | | | | | | | | | | | |
| | | |
☐
Sheila A. Hopkins
|
| |
☐
Natale S. Ricciardi
|
| |
☐
Dawn M. Zier
|
| | | | | | | | | | | | | | ||
|
2
|
| |
To ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of Prestige Consumer Healthcare Inc. for the fiscal year ending March 31, 2022
|
| |
|
| |
FOR
|
| | | | ||||||||||||
|
3
|
| |
To vote on a non-binding resolution to approve the compensation of our named executive officers as disclosed in our Proxy Statement
|
| |
|
| |
FOR
|
| | | |
|
STOCKHOLDERS OF RECORD
|
| | |
BENEFICIAL OWNERS
|
| ||||||
|
Have your proxy card with your 11-digit control number available and follow the instructions.
|
| | |
If your shares are held in “street name,” your bank or brokerage firm forwarded these proxy materials, as well as a voting instruction card, to you. Please follow the instructions on the voting instruction card to vote your shares.
Beneficial owners who hold shares in “street name” and who wish to vote in person at the Annual Meeting must bring a power of attorney or legal proxy from their bank, broker or other nominee.
|
| ||||||
|
|
| |
BY TELEPHONE
|
| |
Call toll-free 1-800-PROXIES in the U.S. or 1-718-921-8500 from outside the country
|
| | |||
|
|
| |
BY INTERNET
|
| |
Visit, 24/7, www.voteproxy.com
|
| | |||
|
|
| |
BY MAIL
|
| |
Complete, date and sign your proxy card and send by mail in the enclosed postage-paid envelope
|
| | |||
|
|
| |
IN PERSON
|
| |
Attend the annual meeting and cast your ballot
|
| | |||
| The deadline to vote by phone or electronically is 11:59 p.m. Eastern Time on August 2, 2021. If you vote by phone or electronically, you do not need to return a proxy card. | | |
| PRESTIGE CONSUMER HEALTHCARE INC. | | |
2021 PROXY STATEMENT | 1
|
|
|
Our Mission
|
|
|
At Prestige Consumer Healthcare, our mission is to deliver high-quality consumer healthcare products that improve and enrich the lives of our consumers. For generations, our trusted brands have helped consumers care for themselves and their loved ones.
|
|
|
We are passionate about our ability to positively impact all of our stakeholders. Below are just some of the many ways we empower this vision.
|
|
|
|
| |
|
| |
|
|
|
5+ Billion
|
| |
17 Million
|
| |
8 Million
|
|
|
EYE DROPS
PER YEAR |
| |
DOSES OF PAIN RELIEF
PER WEEK |
| |
INFECTIONS TREATED
ANNUALLY |
|
|
GENDER DEMOGRAPHICS (USA)
|
| |
COMPANY ETHNIC DISTRIBUTION (USA)
|
|
|
|
| |
|
|
| 2 | 2021 PROXY STATEMENT | | |
PRESTIGE CONSUMER HEALTHCARE INC.
|
|
| | | | | |
|
Our Community
Prestige Consumer Healthcare is a responsible corporate citizen and we are resolved to live by our principles as we continue to grow our global business. We seek out opportunities to be active members of our communities and join with others to enhance the lives of our neighbors and consumers. Our brands and employees engage with communities where we operate to help support the causes that are important to our stakeholders.
|
| |
$4M
In total, we donate significant product and monetary contributions each fiscal year, donating approximately $4 million in total over the last three fiscal years alone.
|
|
| | | | | |
| PRESTIGE CONSUMER HEALTHCARE INC. | | |
2021 PROXY STATEMENT | 3
|
|
|
Corporate Governance
|
| |
Board Structure and Composition
|
|
|
Director Attendance at Meetings. Robust attendance requirements for Board and Committee meetings in 2021, all directors attended more than 75% of the meetings of the Board and the committees on which they served
Annual Board and Committee Self-Evaluations. The Board and each of its committees conducts a self-evaluation of its performance on an annual basis
Periodic Review of Key Governance Documents. Annual review of Committee Charters, Corporate Governance Guidelines and Code of Conduct and Ethics
Regular Executive Sessions. All regularly scheduled Board and committee meetings provide an opportunity for the directors to meet without management present
Stockholder Rights. Stockholders can act by written consent
Robust Compensation Best Practices. Including annual Say on Pay vote, implementation of “double trigger” change-in-control vesting provisions, no excise tax reimbursements for change-in-control payments, strict policy of no pledging or hedging common stock by directors and executive officers, clawback policy and stock ownership guidelines
Robust Code of Conduct. Promotes honest and ethical conduct throughout the company and all employees receive regular online training
|
| |
Annual Election of Directors. All directors stand for election on an annual basis
Majority Voting Uncontested Director Elections. All director nominees must receive an affirmative vote of a majority or votes cast in an uncontested election
Director Independence. 6 out of 7 director nominees are independent (All directors are independent other than the CEO; fully independent Audit and Finance Committee, Compensation and Talent Management Committee and Nominating and Corporate Governance Committee)
Independent Board Leadership. Our Board of Directors maintains a Lead Independent Director who meets regularly with our independent members
Board Refreshment. 50% of our independent nominees have joined in the last 2 years and we have expanded our scope of experience
Financial Literacy for Audit Committee. Five current Audit Committee members are “audit committee financial experts” under Securities and Exchange Commission rules
|
|
|
AGE
|
| | |
DIVERSITY
|
| | |
TENURE
|
|
|
|
| | |
|
| | |
|
|
| 4 | 2021 PROXY STATEMENT | | |
PRESTIGE CONSUMER HEALTHCARE INC.
|
|
|
Top Line
Trends |
| |
■
Market share solid and growing during pandemic environment
■
FY 21 Revenue of approximately $943 million
|
|
|
EPS
|
| |
■
FY 21 Adjusted EPS of $3.24, a Company record.
■
Strong financial profile leading to increased profitability
|
|
|
Free Cash
Flow & Allocation |
| |
■
FY 21 Adjusted Free Cash Flow of $213.4 million, a Company record
■
Remained focused on debt reduction to enable capital deployment optionality
|
|
|
We closely link pay and performance through the rigorous goals we set in our incentive programs and the fact that our entire long-term incentive is delivered in equity, which aligns our management team with our shareholders.
|
|
| | | | | | |
|
CEO
|
| | |
AVERAGE OTHER NEOS
|
|
|
|
|
| PRESTIGE CONSUMER HEALTHCARE INC. | | |
2021 PROXY STATEMENT | 5
|
|
|
BEST PRACTICES ESTABLISHED IN THE 2020 LONG-TERM INCENTIVE PLAN
|
| |||
|
No evergreen provision. The 2020 Plan does not contain an “evergreen” feature pursuant to which the shares authorized for issuance under the 2020 Plan can be automatically replenished.
No repricing of stock options. Without the prior approval of the Company’s stockholders, outstanding stock options cannot be repriced, directly or indirectly, nor may stock options be cancelled in exchanged for stock options with an exercise price that is less than the exercise price of the original stock options. In addition, the Company may not, without the prior approval of stockholders, repurchase an option for value from a participant if the current market value of the underlying stock is lower than the exercise price per share of the option
Awards subject to compensation recoupment policy. All awards (and/or any amount received with respect to such awards) under the 2020 Plan are subject to reduction, cancellation, forfeiture or recoupment to the extent necessary to comply with applicable law, stock exchange listing requirements, or any recoupment policy of the Company.
Minimum vesting requirements. Awards granted under the 2020 Plan will be subject to a minimum vesting period of one year with the exception of grants to non-employee directors or 5% of the pool that is available to grant with shorter vesting.
No dividends on unearned awards. The 2020 Plan prohibits the current payment of dividends or dividend equivalent rights on unearned awards.
|
| |
No discounted stock options. Stock options may not be granted with exercise prices lower than the fair market value of the underlying shares on the grant date.
No liberal share recycling provisions. Shares retained by or delivered to the Company to pay the exercise price of a stock option or to satisfy tax withholding obligations in connection with the exercise, vesting or settlement of an award count against the number of shares remaining available under the 2020 Plan.
No liberal change-in-control definition. The change-in-control definition contained in the 2020 Plan is not a “liberal” definition that would be activated on mere stockholder approval of a transaction.
No single-trigger change of control vesting. If awards granted under the 2020 Plan are assumed by the successor entity in connection with a change of control of the Company, such awards will not automatically vest and pay out upon the change of control.
Limitation on non-employee director compensation. The 2020 Plan provides that, with respect to any one fiscal year, the aggregate compensation that may be granted or awarded to any one non-employee director, including all stock awards and cash payments shall not exceed $600,000,or $900,000 in the case of a non-employee Chairman of the Board or Lead Director.
|
|
| 6 | 2021 PROXY STATEMENT | | |
PRESTIGE CONSUMER HEALTHCARE INC.
|
|
|
|
| |
Leadership Experience
We believe that directors with experience in significant leadership positions over an extended period, especially chief executive officer positions, provide the Company with valuable insights and strategic thinking. These individuals generally possess extraordinary leadership qualities and the ability to identify and develop those qualities in others. They demonstrate a practical understanding of organizations, processes, strategy, risk management and the methods to drive change and growth.
|
|
|
|
| |
Finance Experience.
We believe that an understanding of finance and the financial reporting process is important for our directors. We measure our operating and strategic performance by reference to financial targets. In addition, accurate financial reporting and robust auditing are critical to our success and developing stockholders’ confidence in our reporting processes under the Sarbanes-Oxley Act of 2002. We expect all of our directors to be financially literate.
|
|
|
|
| |
Consumer Products Experience.
As a marketer and distributor of brand name personal healthcare products throughout the U.S. and Canada, Australia, and in certain other international markets, we seek directors with experience as executives managing consumer products businesses.
|
|
|
|
| |
Marketing Experience.
The Company seeks to grow organically by identifying and developing opportunities for expanding distribution of its existing product offerings through traditional and digital marketing, while also developing and launching new products to sell into the market.
|
|
|
|
| |
Environment, Social, Governance.
As a global corporate citizen, we believe that sustainable operations are both financially and operationally beneficial to our business, and critical to the health of our employees and the communities in which we operate. We seek directors with experience in building strong environmental, labor, health & safety and ethical practices.
|
|
|
|
| |
Supply Chain Experience.
The Company relies on third party manufacturers and its manufacturing facility in Lynchburg, VA to fulfill its manufacturing needs. As a result, we seek to have directors with experience in supply chain management, and compliance with the various regulations that govern the manufacture, packaging, labeling, distribution, and importation of our products.
|
|
| PRESTIGE CONSUMER HEALTHCARE INC. | | |
2021 PROXY STATEMENT | 7
|
|
|
NAME
AGE DIRECTOR SINCE |
| |
PRIMARY (OR FORMER) OCCUPATION
|
| |
INDEPENDENT
|
|
|
Ronald M. Lombardi
57 June 2015 |
| |
Chairman of the Board, President and Chief Executive Officer, Prestige Consumer Healthcare Inc.
|
| | | |
|
John E. Byom
67 January 2006 |
| |
(Former) Chief Executive Officer of Classic Provisions Inc.
|
| |
|
|
|
Celeste A. Clark
68 February 2021 |
| |
(Former) Senior Vice President, Global Policy and External Affairs and Chief Sustainability Officer of Kellogg Company
|
| |
|
|
|
Christopher J. Coughlin
68 August 2019 |
| |
(Former) Senior Advisor to the CEO and Board of Directors of Tyco International, Ltd.
|
| |
|
|
|
Sheila A. Hopkins
65 August 2015 |
| |
(Former) Executive Vice President of Bausch + Lomb
|
| |
|
|
|
Natale S. Ricciardi
72 May 2016 |
| |
(Former) President, Pfizer Global Manufacturing and Senior Vice President of Pfizer Inc.
|
| |
|
|
|
Dawn M. Zier
56 May 2020 |
| |
(Former) President and CEO of Nutrisystem
|
| |
|
|
| 8 | 2021 PROXY STATEMENT | | |
PRESTIGE CONSUMER HEALTHCARE INC.
|
|
|
John E. Byom
Director
|
| |
CAREER HIGHLIGHTS:
John E. Byom has served as a director since January 2006. Mr. Byom was Chief Executive Officer of Classic Provisions Inc., a specialty foods distribution company, from October 2007 until the business was sold and he retired in June 2019. Mr. Byom was previously the Chief Financial Officer of International Multifoods Corporation. He left International Multifoods Corporation in March 2005 after 26 years, including four years as Vice President Finance and Chief Financial Officer from March 2000 to June 2004. Subsequent to the sale of International Multifoods Corporation to The J.M. Smucker Company in June 2004, Mr. Byom was President of Multifoods Foodservice and Bakery Products. Prior to his time as Chief Financial Officer and as President of Multifoods Foodservice and Bakery Products, Mr. Byom was President of U.S. Manufacturing from July 1999 to March 2000, and Vice President Finance and IT for the North American Foods Division from 1993 to 1999. Prior to 1993, he held various positions in finance and was an internal auditor for International Multifoods Corporation from 1979 to 1981. Mr. Byom earned his B.A. in Accounting from Luther College. Mr. Byom was a director of MGP Ingredients Inc. from 2004 until December 2013.
|
|
| DIRECTOR QUALIFICATIONS: | |
| PRESTIGE CONSUMER HEALTHCARE INC. | | |
2021 PROXY STATEMENT | 9
|
|
|
Celeste A. Clark,
Ph.D.
Director Nominee
|
| |
CAREER HIGHLIGHTS:
Celeste A. Clark, Ph.D. has served as a director since February 2021. Dr. Clark has been the principal of Abraham Clark Consulting, LLC, a consulting firm, since November 2011 and consults on nutrition and health policy, regulatory affairs and leadership development. Dr. Clark is also an adjunct professor in the Department of Food Science and Human Nutrition at Michigan State University, where she has served in such position since January 2012. She previously served as Senior Vice President, Global Policy and External Affairs of Kellogg Company, a food manufacturing company, and was the Chief Sustainability Officer until she retired in 2011. She was a member of the Global Executive Management Team and had an accomplished career spanning nearly 35 years in the food industry. At Kellogg Company, she was responsible for the development and implementation of health, nutrition and regulatory science initiatives globally to ensure consistency in approach and implementation. In addition, she also led global corporate communications, public affairs, philanthropy and several administrative functions. During the past five years, she has served on the boards of several public and privately held companies including Mead Johnson Nutrition Company, a pediatric nutrition company, beginning in 2011 until being acquired by Reckitt Benckiser plc in 2017; Diamond Foods, Inc., a leading branded snacks supplier, beginning in 2014 until being acquired by Snyder’s-Lance, Inc. in 2016; AdvancePierre Foods Holdings, Inc., a producer and distributor of ready-to-eat sandwiches, beginning in 2016 until being acquired by Tyson Foods, Inc. in 2017; and Omega Protein Corporation, a manufacturer of fish meal and fish oils, until being acquired in 2017 by Cooke, Inc.. In 2017, Dr. Clark was elected to the board of directors of Hain Celestial, Inc., and in 2018 to Wells Fargo & Company. She also serves as a trustee of the W.K. Kellogg Foundation. Dr. Clark received her Ph.D from Michigan State University in Food Science and Nutrition. She brings significant industry experience in various nutrition, consumer productions, public policy, risk management, governance, sustainability and ESG matters to the Board. She has served on a number of public company boards, which have provided her with a broad understanding of governance, operational, financial and strategic matters facing public companies.
|
|
| DIRECTOR QUALIFICATIONS: | |
| 10 | 2021 PROXY STATEMENT | | |
PRESTIGE CONSUMER HEALTHCARE INC.
|
|
|
Christopher J.
Coughlin
Director
|
| |
CAREER HIGHLIGHTS:
Christopher J. Coughlin has served as a director since August 2019. Mr. Coughlin served as Senior Advisor to the CEO and Board of Directors of Tyco International, Ltd., a diversified holding company, from 2010 until he retired in September 2012. Prior to that, he was Executive Vice President and Chief Financial Officer of Tyco International from 2005 to 2010. During his tenure, he played a central role in the separation of Tyco into five independent, public companies. Prior to joining Tyco, he worked as the Chief Operating Officer of the Interpublic Group of Companies from June 2003 to December 2004 and as Chief Financial Officer from August 2003 to June 2004. Previously, Mr. Coughlin was Executive Vice President and Chief Financial Officer of Pharmacia Corporation from 1998 until its acquisition by Pfizer in 2003. Prior to that, he was Executive Vice President of Nabisco Holdings and President of Nabisco International. From 1981 to 1996, he held various positions, including Chief Financial Officer, at Sterling Winthrop. Mr. Coughlin earned a Bachelor’s degree in Accounting from Boston College. Mr. Coughlin joined the board of Karuna Therapeutics, Inc., a clinical-stage biopharmaceutical company, in 2020 and has since 2014 served on the board of Alexion Pharmaceuticals, Inc. Mr. Coughlin was previously the Lead Independent Director of Allergan until their acquisition in 2020. Mr. Coughlin previously served on the boards of The Dun & Bradstreet Corp, where he served as non-executive chairman, Hologic, Inc., Covidien Ltd, Dipexium Pharmaceuticals, Inc., Forest Laboratories, Inc., Interpublic Group of Companies, Monsanto Company and Perrigo Company.
|
|
| DIRECTOR QUALIFICATIONS: | |
|
Sheila A.
Hopkins
Director
|
| |
CAREER HIGHLIGHTS:
Sheila A. Hopkins has served as a director since August 2015. Ms. Hopkins served as Executive Vice President and President, Global Vision Care for Bausch + Lomb, a healthcare company, from September 2011 until her retirement in August 2013. From September 1997 to August 2011, Ms. Hopkins worked at Colgate-Palmolive, a leading consumer products company, where she held several senior executive positions including Vice President and General Manager, Personal Care, Vice President, Global Business Development and Vice President and General Manager, Professional Oral Care. Prior to that, she held significant marketing and sales positions at Procter & Gamble, American Cyanamid and Tambrands. Ms. Hopkins serves on the Board of Directors of Cutera, Inc., a leading provider of energy based aesthetic systems. From 2003 to 2013, Ms. Hopkins served on the Board of Directors of Warnaco Inc., a leading apparel company. She has also served on the Board of the Consumer Healthcare Products Association. Ms. Hopkins earned a B.A. in History from Wellesley College.
|
|
| DIRECTOR QUALIFICATIONS: | |
| PRESTIGE CONSUMER HEALTHCARE INC. | | |
2021 PROXY STATEMENT | 11
|
|
|
Ronald M.
Lombardi
Chairman of the Board, President and Chief Executive Officer
|
| |
CAREER HIGHLIGHTS:
Ronald M. Lombardi was elected Chairman of the Board in May 2017 and has served as a director and as President and Chief Executive Officer of the Company since June 2015. He served as Chief Financial Officer of the Company from December 2010 until November 2015. Prior to joining the Company, from October 2010 to December 2010, Mr. Lombardi was employed by Medtech Group Holdings, a components and contract medical device manufacturer, as Chief Financial Officer. From October 2009 to October 2010, Mr. Lombardi served as the Chief Financial Officer of Waterbury International Holdings, a specialty chemical and pest control business. Mr. Lombardi was employed by Cannondale Sports Group, a sporting goods and apparel manufacturing company, as Chief Operating Officer from August 2008 to October 2009 and as Senior Vice President and Chief Financial Officer from March 2004 to August 2008. From 2000 to 2004, Mr. Lombardi served in various roles at Gerber Scientific Inc., including Vice President and Chief Financial Officer of Gerber Scientific Inc.’s Gerber Coburn Optical Division and Director of Financial Planning and Analysis of Gerber Scientific Inc. Mr. Lombardi was also previously employed by Emerson Electric, Scovill Fasteners, Inc. and Go/Dan Industries. Mr. Lombardi currently serves as Chair of the Audit Committee on the board of ACCO Brands Corporation. Mr. Lombardi received a B.S. from Springfield College and an M.B.A. from American International College and has been a licensed CPA.
|
|
| DIRECTOR QUALIFICATIONS: | |
|
Natale S.
Ricciardi
Director
|
| |
CAREER HIGHLIGHTS:
Natale S. Ricciardi has served as a director since May 2016. Mr. Ricciardi developed a 39-year career at Pfizer Inc., a biopharmaceutical company, retiring in 2011 as a member of the Pfizer Executive Leadership Team. While holding the positions of President, Pfizer Global Manufacturing and Senior Vice President of Pfizer Inc. from 2004 until 2011, Mr. Ricciardi was directly responsible for all of Pfizer’s internal and external supply and manufacturing organization, a global enterprise that grew to more than 100 manufacturing facilities supplying small and large molecule pharmaceuticals, vaccines, consumer, nutrition and animal health products. Previously, from 1999 to 2004, he had oversight for Pfizer’s U.S. manufacturing operations and from 1995 to 1999 was Vice President of Manufacturing for Pfizer’s Animal Health Group. Mr. Ricciardi serves on the boards of directors of Dynavax Technologies Corporation, a commercial stage biopharmaceutical company, and Rapid Micro Biosystems, Inc., a commercial stage company involved in the automation and rapid detection of microbial contamination in manufacturing operations. He also sits on the Strategic Advisory Board of HealthCare Royalty Partners, an investment company. Mr. Ricciardi earned a degree in Chemical Engineering from The City College of New York and an MBA in Finance and International Business from Fordham University.
|
|
| DIRECTOR QUALIFICATIONS: | |
| 12 | 2021 PROXY STATEMENT | | |
PRESTIGE CONSUMER HEALTHCARE INC.
|
|
|
Dawn M. Zier
Director
|
| |
CAREER HIGHLIGHTS:
Dawn M. Zier has served as a director since May 2020. Since February 2020, Ms. Zier has been the principal of Aurora Business Consulting, LLC and advises public and private companies on business transformation, digital/marketing acceleration, and high-performance teams. Ms. Zier was formerly the President and CEO and a director of Nutrisystem, an innovative provider of weight loss programs and digital tools, from November 2012 until its March 2019 acquisition by Tivity Health, Inc., a leading provider of fitness and social engagement solutions. Ms. Zier then joined Tivity Health serving as President and Chief Operating Officer and a member of its Board of Directors, to help with the integration efforts through December 2019. Prior to that she served in a variety of executive positions at Reader’s Digest Association, a global media and data marketing company, including President of International from 2011-2012, President of Europe from 2009-2011, and President of Global Consumer Marketing from 2008-2009. In February 2013, RDA Holding Co., the holding company and parent of Reader’s Digest Association, filed a voluntary petition for reorganization relief pursuant to Chapter 11 of the U.S. Bankruptcy Code. Ms. Zier also serves on the Boards of The Hain Celestial Group, Inc. and Spirit Airlines, Inc. where she chairs the Nominating and Corporate Governance Committees. She is also on the Board of Purple Innovation, Inc. Over the years, she has served on boards for multiple marketing and media entities, including the Data and Marketing Association’s (DMA) board from 2008 to 2015, where she was a voting director and on the executive committee. Ms. Zier earned her MBA and Master of Engineering from the Massachusetts Institute of Technology.
|
|
| DIRECTOR QUALIFICATIONS: | |
| PRESTIGE CONSUMER HEALTHCARE INC. | | |
2021 PROXY STATEMENT | 13
|
|
|
POSITION
|
| |
2021 ANNUAL FEE
($) |
| |||
|
■
Chairman of the Audit and Finance Committee
|
| | | | 20,000 | | |
|
■
Chairman of the Compensation and Talent Management Committee
|
| | | | 17,500 | | |
|
■
Chairman of the Nominating and Corporate Governance Committee
|
| | | | 12,500 | | |
|
■
Lead Independent Director
|
| | | | 25,000 | | |
|
|
| |
THE BOARD RECOMMENDS YOU VOTE FOR THE ELECTION OF THE NOMINEES FOR DIRECTOR NAMED ABOVE.
|
|
| 14 | 2021 PROXY STATEMENT | | |
PRESTIGE CONSUMER HEALTHCARE INC.
|
|
| | | | | | |
|
■
Code of Conduct and Ethics
|
| | |
■
Code of Ethics for Senior Financial Employees
|
|
| | | | | | |
|
■
Charters of our Audit and Finance, Compensation and Talent Management and Nominating and Corporate Governance Committees
|
| | |
■
Corporate Governance Guidelines
|
|
|
ON OUR CORPORATE WEBSITE
|
| | |
BY WRITING TO
|
|
| www.prestigeconsumerhealthcare.com | | | |
Prestige Consumer Healthcare Inc.
Attention: Corporate Secretary 660 White Plains Road Tarrytown, New York 10591 |
|
| PRESTIGE CONSUMER HEALTHCARE INC. | | |
2021 PROXY STATEMENT | 15
|
|
| | | | | |
|
The Board of Directors held six meetings during fiscal 2021. Each director is expected to attend each meeting of the Board of Directors and those Committees on which he or she serves. The Board of Directors expects that its members will attend the 2021 Annual Meeting of Stockholders either in person, by videoconference or by telephone. All of our directors attended the 2020 Annual Meeting of Stockholders by videoconference.
|
| |
≥75% ATTENDANCE
Each of our directors attended 75% or more of the total number of meetings of the Board of Directors and those Committees on which he or she served during the last fiscal year.
|
|
| | | | | |
| 16 | 2021 PROXY STATEMENT | | |
PRESTIGE CONSUMER HEALTHCARE INC.
|
|
| | | | | |
|
100%
|
| |
As required by the NYSE, all members of the Audit and Finance, Compensation and Talent Management and Nominating and Corporate Governance Committees are independent directors.
|
|
| | | | | |
| | | | | | | | | | |
| AUDIT AND FINANCE | | | |
COMPENSATION & TALENT
MANAGEMENT |
| | |
NOMINATING & CORPORATE GOVERNANCE
|
|
|
■
Christopher J. Coughlin (Chairman)
■
John E. Byom
■
Celeste A. Clark
■
Gary E. Costley
■
Sheila A. Hopkins
■
James M. Jenness
■
Natale S. Ricciardi
■
Dawn M. Zier
|
| | |
■
John E. Byom (Chairman)
■
Celeste A. Clark
■
Gary E. Costley
■
Christopher J. Coughlin
■
Sheila A. Hopkins
■
James M. Jenness
■
Natale S. Ricciardi
■
Dawn M. Zier
|
| | |
■
James M. Jenness (Chairman)
■
John E. Byom
■
Celeste A. Clark
■
Gary E. Costley
■
Christopher J. Coughlin
■
Sheila A. Hopkins
■
Natale S. Ricciardi
■
Dawn M. Zier
|
|
| PRESTIGE CONSUMER HEALTHCARE INC. | | |
2021 PROXY STATEMENT | 17
|
|
|
We want to hear from you
|
| |
Stockholders and other interested parties may send communications to the Board of Directors or any Committee thereof or any individual director by writing to the Board of Directors, such Committee or such individual director at Prestige Consumer Healthcare Inc., 660 White Plains Road, Tarrytown, New York 10591, Attention: Corporate Secretary. The Corporate Secretary will distribute all stockholder and other interested party communications to the intended recipients and/or to the entire Board of Directors, as appropriate.
|
|
|
Complaints and concerns about accounting, internal accounting controls or auditing or related matters pertaining to the Company may be submitted by writing to the Chairman of the Audit and Finance Committee at Prestige Consumer Healthcare Inc., 660 White Plains Road, Tarrytown, New York 10591. Complaints may be submitted on a confidential and anonymous basis by sending them in a sealed envelope marked “Confidential.”
|
| |
|
|
| 18 | 2021 PROXY STATEMENT | | |
PRESTIGE CONSUMER HEALTHCARE INC.
|
|
|
AUDIT AND FINANCE COMMITTEE
|
| |
MEETINGS IN 2021: 6
|
| |||||||||||||||||||||
|
CHRISTOPHER
J. COUGHLIN (CHAIR) |
| |
JOHN E.
BYOM |
| |
CELESTE A.
CLARK |
| |
GARY E.
COSTLEY |
| |
SHEILA A.
HOPKINS |
| |
JAMES M.
JENNESS |
| |
NATALE S.
RICCIARDI |
| |
DAWN M.
ZIER |
| |
| PRESTIGE CONSUMER HEALTHCARE INC. | | |
2021 PROXY STATEMENT | 19
|
|
|
COMPENSATION & TALENT MANAGEMENT COMMITTEE
|
| |
MEETINGS IN 2021: 5
|
| |||||||||||||||||||||
|
JOHN E
BYOM (CHAIR) |
| |
CELESTE
A. CLARK |
| |
GARY E.
COSTLEY |
| |
CHRISTOPHER J. COUGHLIN
|
| |
SHEILA A. HOPKINS
|
| |
JAMES M. JENNESS
|
| |
NATALE S.
RICCIARDI |
| |
DAWN M.
ZIER |
| |
| 20 | 2021 PROXY STATEMENT | | |
PRESTIGE CONSUMER HEALTHCARE INC.
|
|
|
NOMINATING & CORPORATE
GOVERNANCE COMMITTEE |
| |
MEETINGS IN 2021: 4
|
| |||||||||||||||||||||
|
JAMES M. JENNESS (CHAIR)
|
| |
JOHN EBYOM
|
| |
CELESTE A. CLARK
|
| |
GARY E.COSTLEY
|
| |
CHRISTOPHER J. COUGHLIN
|
| |
SHEILA A.HOPKINS
|
| |
NATALE S. RICCIARDI
|
| |
DAWN M. ZIER
|
| |
| PRESTIGE CONSUMER HEALTHCARE INC. | | |
2021 PROXY STATEMENT | 21
|
|
| | | | | |
|
In evaluating potential candidates for Board membership, the Nominating and Corporate Governance Committee considers diversity of age, gender, race, socio-economic and cultural background and professional experience. We believe our Board’s transition to its future composition on which three of six independent directors are female (50% of Board), two of which are Ethnic Minorities (33% of Board), reflects our efforts and commitment to diversity, even though the Board does not have formal diversity requirements.
|
| |
% of Independent Board Nominees
|
|
| | | | | |
| 22 | 2021 PROXY STATEMENT | | |
PRESTIGE CONSUMER HEALTHCARE INC.
|
|
| PRESTIGE CONSUMER HEALTHCARE INC. | | |
2021 PROXY STATEMENT | 23
|
|
| | | |
2021
|
| |
2020
|
| ||||||
| Audit Fees | | | | $ | 1,394,866 | | | | | $ | 1,547,141 | | |
| Audit Related Fees | | | | | 200,000 | | | | | | 150,000 | | |
| Tax Fees | | | | | 163,294 | | | | | | 128,665 | | |
| All Other Fees | | | | | 2,926 | | | | | | 2,899 | | |
|
Total Independent Accountant’s Fees
|
| | | $ | 1,761,086 | | | | | $ | 1,828,705 | | |
| 24 | 2021 PROXY STATEMENT | | |
PRESTIGE CONSUMER HEALTHCARE INC.
|
|
|
|
| |
THE BOARD RECOMMENDS THAT YOU VOTE FOR THE RATIFICATION OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2022.
|
|
| PRESTIGE CONSUMER HEALTHCARE INC. | | |
2021 PROXY STATEMENT | 25
|
|
| 26 | 2021 PROXY STATEMENT | | |
PRESTIGE CONSUMER HEALTHCARE INC.
|
|
|
|
| |
For all of the reasons discussed in our CD&A beginning on page 31 of this Proxy Statement, THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DESCRIBED IN THIS PROXY STATEMENT.
|
|
| PRESTIGE CONSUMER HEALTHCARE INC. | | |
2021 PROXY STATEMENT | 27
|
|
| | | |
Shares Beneficially Owned
|
| |||||||||
|
Name of Beneficial Owner
|
| |
Number
|
| |
Percentage(1)
|
| ||||||
| 5% or more Stockholders: | | | | | | | | | | | | | |
| BlackRock, Inc.(2) | | | | | 6,260,490 | | | | | | 12.5% | | |
| The Vanguard Group(3) | | | | | 5,371,896 | | | | | | 10.72% | | |
| Dimensional Fund Advisors LP(4) | | | | | 3,452,942 | | | | | | 6.9% | | |
| | | | | | | | | | | | | | |
| Directors and Named Executive Officers: | | | | | | | | | | | | | |
| Ronald M. Lombardi(5) | | | | | 372,670 | | | | | | * | | |
| Adel Mekhail(6) | | | | | 4,600 | | | | | | | | |
| William C. P’Pool(7) | | | | | 59,495 | | | | | | * | | |
| Christine Sacco(8) | | | | | 104,879 | | | | | | * | | |
| Jeffrey Zerillo(9) | | | | | 28,618 | | | | | | * | | |
| John E. Byom | | | | | 42,700 | | | | | | * | | |
| Celeste A. Clark | | | | | 0 | | | | | | | | |
| Christopher J. Coughlin | | | | | 7,915 | | | | | | * | | |
| Gary E. Costley | | | | | 52,700 | | | | | | * | | |
| Sheila A. Hopkins | | | | | 18,229 | | | | | | * | | |
| James M. Jenness | | | | | 22,791 | | | | | | * | | |
| Natale S. Ricciardi | | | | | 19,500 | | | | | | * | | |
| Dawn M. Zier | | | | | 4,639 | | | | | | * | | |
| All directors and executive officers as a group (13 persons)(10) | | | | | 738,736 | | | | | | 1.5% | | |
| 28 | 2021 PROXY STATEMENT | | |
PRESTIGE CONSUMER HEALTHCARE INC.
|
|
| PRESTIGE CONSUMER HEALTHCARE INC. | | |
2021 PROXY STATEMENT | 29
|
|
|
Plan Category
|
| |
Number of
securities to be issued upon exercise of outstanding options, warrants and rights (a) |
| |
Weighted-
average exercise price of outstanding options, warrants and rights (b) |
| |
Number of
securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) |
| |||||||||
| Equity compensation plans approved by security holders(1) | | | | | 1,990,629 (2) | | | | | $ | 37.92(3) | | | | | | 2,842,310 (4)(5) | | |
| Equity compensation plans not approved by security holders | | | | | — | | | | | | — | | | | | | — | | |
|
Total
|
| | | | 1,990,629 | | | | | $ | 37.92 | | | | | | 2,842,310 | | |
| 30 | 2021 PROXY STATEMENT | | |
PRESTIGE CONSUMER HEALTHCARE INC.
|
|
|
|
| |
|
| |
|
| |
|
| |
|
|
|
RONALD M. LOMBARDI
|
| |
CHRISTINE
SACCO |
| |
ADEL
MEKHAIL |
| |
WILLIAM C.
P’POOL |
| |
JEFFREY
ZERILLO |
|
|
President and
Chief Executive Officer |
| |
Chief Financial Officer
|
| |
Executive Vice President, Sales and Marketing
|
| |
Senior Vice President, General Counsel and Corporate Secretary
|
| |
Senior Vice President, Operations
|
|
| Revenues of $943.0 million, despite certain products being impacted by COVID-19 | | | Market share gains in 9 of 12 leading company brands | | | Adjusted EPS of $3.24, up 9.5% versus 2020 | | | Adjusted Free Cash Flow of $213.4 million, a Company record | |
| PRESTIGE CONSUMER HEALTHCARE INC. | | |
2021 PROXY STATEMENT | 31
|
|
| 32 | 2021 PROXY STATEMENT | | |
PRESTIGE CONSUMER HEALTHCARE INC.
|
|
| | | | | |
|
We believe our programs closely link pay and performance based upon the rigorous goals we set in our incentive programs and the fact that our entire long-term incentive award is delivered in equity, which aligns our management team with our shareholders. The business has performed well over the last year due to the extraordinary efforts of our entire team and our NEOS and others received a greater than target bonus for 2021. However, our named executive officers have on average earned below target bonuses over the last five years due to the aggressive goals we establish for our incentive programs. We also set aggressive goals for our performance shares, which make up 75% of the CEO’s long-term incentive, as demonstrated by the 78% payout for the most recently completed cycle. The impact of our performance on executive pay is demonstrated by the below chart that compares our CEO’s target compensation over his tenure to the cash paid as well as the value of the equity granted.
|
| |
75% OF CEO’S LONG-TERM INCENTIVES IS PERFORMANCE-BASED
|
|
| | | | | |
|
|
| |
*
Target equity value reflects, for all awards, the grant date fair value. Realized/realizable value reflects, in the case of:
■
restricted stock units, the value per unvested unit based on the closing price of our common stock on March 31,2021;
■
stock options, the in-the-money value as of March 31, 2021; and
■
performance stock units, the value per unvested unit based on the closing price of our common stock on March 31, 2021, assuming achievement of target performance.
|
|
| | | |
GOALS OF OUR COMPENSATION PROGRAM
|
| |||||||||
|
Components of Our
Compensation Program |
| |
Attract,
Retain & Motivate |
| |
Support
Company Objectives |
| |
Reinforce
Strategy |
| |
Maintain
Good Governance |
|
|
Base Salary
|
| |
|
| | | | | | | |
|
|
|
Annual Cash Incentive Awards
|
| |
|
| |
|
| |
|
| |
|
|
|
Long-term Equity Awards
|
| |
|
| |
|
| |
|
| |
|
|
| PRESTIGE CONSUMER HEALTHCARE INC. | | |
2021 PROXY STATEMENT | 33
|
|
| 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
■
Maintain practices that support good governance
|
|
|
Annual Cash Incentive Awards:
|
|
|
Long-Term Incentive Awards
|
|
|
COVID-19 Pandemic Impact
|
|
| 34 | 2021 PROXY STATEMENT | | |
PRESTIGE CONSUMER HEALTHCARE INC.
|
|
| COMPENSATION GOVERNANCE HIGHLIGHTS | |
|
The Compensation and Talent Management Committee is composed solely of independent directors.
The Compensation and Talent Management Committee’s independent compensation consultant, CAP, is retained directly by the Compensation and Talent Management Committee and performs no other consulting or other services for us.
The change in control definition contained in our 2020 LTIP is not a “liberal” definition that would be activated on mere stockholder approval of a transaction.
We prohibit hedging and limit pledging by the Company’s directors, executive officers and employees.
We maintain a compensation clawback policy, as described later in this CD&A.
We maintain robust stock ownership guidelines, which are described in detail below.
|
| |
Our executive severance plan does not contain a Section 280G excise tax “gross-up” provision.
The Compensation and Talent Management Committee conducts an annual review of our compensation-related risk profile to ensure that compensation-related risks are not reasonably likely to have a material adverse effect on the Company.
The Compensation and Talent Management Committee regularly reviews succession and talent management.
Equity awards have a “double trigger” change in control vesting provision.
Our 2020 LTIP prohibits the repricing of stock options without stockholder approval.
Our 2020 LTIP prohibits the granting of stock options with an exercise price below fair market value.
We do not provide excessive perquisites.
|
|
| PRESTIGE CONSUMER HEALTHCARE INC. | | |
2021 PROXY STATEMENT | 35
|
|
| | | | | |
|
2020 Say on pay
approval |
| |
Yes. At the 2020 Annual Meeting of Stockholders, approximately 96% of the shares represented and entitled to vote at the annual meeting were voted to approve the compensation of the Company’s named executive officers as discussed and disclosed in our 2020 Proxy Statement. In considering the results of this advisory vote on executive compensation, the Compensation and Talent Management Committee concluded that the compensation paid to our named executive officers and the Company’s overall compensation program enjoy strong stockholder support.
|
|
| | | | | |
| 36 | 2021 PROXY STATEMENT | | |
PRESTIGE CONSUMER HEALTHCARE INC.
|
|
|
■
motivate our business leaders to deliver a high degree of business performance and ensure that their interests are closely aligned with those of our stockholders;
|
| | |
■
attract and retain highly qualified senior leaders who can drive a successful global enterprise in today’s competitive marketplace and represent the diversity of our employees and the customers we serve;
|
| | |
■
establish executive compensation that is competitive with the compensation offered by similarly-situated companies;
|
|
| | | ||||||||
|
■
focus management on both the Company’s short-term and long-term strategy, performance and success;
|
| | |
■
maintain practices that support good governance; and
|
| | |
■
structure programs that mitigate any incentives to take excessive risks.
|
|
| PRESTIGE CONSUMER HEALTHCARE INC. | | |
2021 PROXY STATEMENT | 37
|
|
|
■
the executive’s level of responsibility and function within the Company;
|
| | |
■
the overall performance and profitability of the Company;
|
| | |
■
the executive’s performance within the Company;
|
|
|
■
executive compensation offered to similarly-situated executives at peer companies; and
|
| | |
■
good governance practices.
|
|
|
Long-Term Incentive (LTI) Vehicle
|
| |
% of Target LTI Value:
NEOs other than CEO |
| |
% of Target LTI
Value: CEO |
| ||||||
| Performance Stock Units | | | | | 33% | | | | | | 75% | | |
| Stock Options | | | | | 33% | | | | | | 0% | | |
| Service-based Restricted Stock Units | | | | | 33% | | | | | | 25% | | |
| 38 | 2021 PROXY STATEMENT | | |
PRESTIGE CONSUMER HEALTHCARE INC.
|
|
|
The charts below show the percentage of pay tied to financial or stock performance of 83% and 64% of the total compensation for 2021 of our CEO and other named executive officers, respectively.
|
|
| | | | | |
|
CEO
|
| |
AVERAGE OTHER NEOS
|
|
|
|
|
| PRESTIGE CONSUMER HEALTHCARE INC. | | |
2021 PROXY STATEMENT | 39
|
|
|
2021 PEER GROUP
|
| |||
|
■
Akorn, Inc.
|
| |
■
Energizer Holdings, Inc.
|
|
|
■
AMAG Pharmaceuticals, Inc.
|
| |
■
Helen of Troy Limited
|
|
|
■
B&G Foods Holdings Corp.
|
| |
■
Hain Celestial Group, Inc.
|
|
|
■
Calavo Growers Inc.
|
| |
■
Jazz Pharmaceuticals plc
|
|
|
■
Church & Dwight Co.
|
| |
■
Revlon, Inc.
|
|
|
■
Primo Water Corporation
|
| |
■
Tupperware Brands Corp
|
|
|
■
Edgewell Personal Care Company
|
| |
■
Vista Outdoor Inc.
|
|
| 40 | 2021 PROXY STATEMENT | | |
PRESTIGE CONSUMER HEALTHCARE INC.
|
|
|
Name
|
| |
2020 Salary
|
| |
2021 Salary
(% Increase effective) October 1, 2020 |
| |
2022 Salary
(% Increase effective) April 1, 2021 |
| |||||||||
| Mr. Lombardi | | | | $ | 875,000 | | | | | $ | 900,000(2.9) | | | | | $ | 935,000(3.9) | | |
| Ms. Sacco | | | | $ | 522,675 | | | | | $ | 540,000(3.3) | | | | | $ | 575,000(6.5) | | |
| Mr. Mekhail | | | | $ | 440,000 | | | | | $ | 452,000(2.7) | | | | | $ | 470,000(4.0) | | |
| Mr. P’Pool | | | | $ | 457,750 | | | | | $ | 470,000(2.7) | | | | | $ | 483,000(2.8) | | |
| Mr. Zerillo | | | | $ | 316,725 | | | | | $ | 325,500(2.8) | | | | | $ | 335,000(2.8) | | |
| PRESTIGE CONSUMER HEALTHCARE INC. | | |
2021 PROXY STATEMENT | 41
|
|
|
Metric
|
| |
Weighting
|
| |
Definition
|
| |
Rationale for Selection
|
|
|
AIP net sales
|
| |
|
| |
Total revenues
|
| |
Drive consistent top-line growth
|
|
|
AIP Adjusted EBITDA
|
| |
|
| |
Net income plus depreciation and amortization, interest expense, integration, transition, purchase accounting, legal and various other costs associated with acquisitions and divestitures, tradename impairment and tax adjustment associated with acquisitions.
|
| |
Drive stockholder value creation in terms of growth of earnings per share and free cash flow.
|
|
| | | | | | | | | |
Performance Level/ Payout (mil)
|
| |||||||||||||||
|
Weighting
|
| |
Metric
|
| |
Threshold
(50%) |
| |
Target
(100%) |
| |
Maximum
(200%) |
| ||||||||||||
| AIP net sales | | | | | 50% | | | | | $ | 836.1 | | | | | $ | 929.0 | | | | | $ | 1,021.9 | | |
| AIP Adjusted EBITDA | | | | | 50% | | | | | $ | 296.6 | | | | | $ | 329.5 | | | | | $ | 362.5 | | |
| 42 | 2021 PROXY STATEMENT | | |
PRESTIGE CONSUMER HEALTHCARE INC.
|
|
| PRESTIGE CONSUMER HEALTHCARE INC. | | |
2021 PROXY STATEMENT | 43
|
|
|
Name
|
| |
Target Bonus
|
| |
Company
Performance Payout (110.5% of Target Bonus) |
| |
Individual
Performance Adjustment |
| |
Total Payout
|
| ||||||||||||
| Mr. Lombardi | | | | $ | 900,000 | | | | | $ | 994,500 | | | | | $ | 90,500 | | | | | $ | 1,085,000 | | |
| Ms. Sacco | | | | $ | 324,000 | | | | | $ | 358,020 | | | | | $ | 71,604 | | | | | $ | 429,624 | | |
| Mr. Mekhail | | | | $ | 226,000 | | | | | $ | 249,730 | | | | | $ | 49,946 | | | | | $ | 299,676 | | |
| Mr. P’Pool | | | | $ | 235,000 | | | | | $ | 259,675 | | | | | | 0 | | | | | $ | 259,675 | | |
| Mr. Zerillo | | | | $ | 130,200 | | | | | $ | 143,871 | | | | | | 0 | | | | | $ | 143,871 | | |
|
■
the use of a multi-year vesting schedule for equity awards encourages executive retention and emphasizes the attainment of long-term performance goals;
|
| | |
■
paying a significant portion of executive compensation with long-term incentive-based compensation motivates and incentivizes the executive officers to meet the long-term performance goals set by the Compensation and Talent Management Committee; and
|
| | |
■
the executive officers will hold significant amounts of equity in the Company as required by the Company’s Stock Ownership Guidelines and will be motivated to increase stockholder value over the long-term.
|
|
|
Name
|
| |
2021 Targeted Award Value
|
| |
% Increase from 2020
|
| ||||||
| Mr. Lombardi | | | | $ | 3,075,000 | | | | | | 0 | | |
| Ms. Sacco | | | | $ | 785,000 | | | | | | 0 | | |
| Mr. Mekhail | | | | $ | 440,000 | | | | | | 0 | | |
| Mr. P’Pool | | | | $ | 470,000 | | | | | | 0 | | |
| Mr. Zerillo | | | | $ | 320,000 | | | | | | 0 | | |
| 44 | 2021 PROXY STATEMENT | | |
PRESTIGE CONSUMER HEALTHCARE INC.
|
|
|
Performance Stock Units
|
| |
■
Vest at the end of three years if company achieves pre-established goals relative to cumulative adjusted EBITDA and cumulative Net Sales (each weighted 50%)
■
Participants can earn up to 200% of the target number of shares with exceptional 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
|
|
|
Stock Options
|
| |
Vest ratably over three years based on service
|
|
|
Restricted Stock Units
|
| |
Vest ratably over three years based on service
|
|
|
Metric
|
| |
Weighting
|
| |
Definition
|
| |
Rationale for
Selection |
|
| Cumulative Net Sales | | | 50% | | | The Company’s cumulative annual “Net Sales,” as reported in the Company’s audited financial statements for the 3-year performance period, adjusted to exclude divestitures, acquisitions, changes in accounting policy and other adjustments deemed appropriate by the Committee. | | | Drive consistent top-line growth over time | |
| Cumulative EBITDA | | | 50% | | | Company’s cumulative reported net earnings (loss) excluding earnings (loss) from discontinued operations, net, provision (benefit) for income taxes, total other expense, net (which is entirely comprised of interest income and expense), depreciation and amortization (EBITDA) for the 3-year performance period, 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. | |
| PRESTIGE CONSUMER HEALTHCARE INC. | | |
2021 PROXY STATEMENT | 45
|
|
| | | |
Adjusted
Results |
| |
Target
|
| ||||||
| 3-Year Cumulative Sales | | | | $ | 2,948.4 | | | | | $ | 3,043.1 | | |
| 3-Year Cumulative EBITDA | | | | $ | 1,026.8 | | | | | $ | 1,089.6 | | |
| 46 | 2021 PROXY STATEMENT | | |
PRESTIGE CONSUMER HEALTHCARE INC.
|
|
| PRESTIGE CONSUMER HEALTHCARE INC. | | |
2021 PROXY STATEMENT | 47
|
|
| 48 | 2021 PROXY STATEMENT | | |
PRESTIGE CONSUMER HEALTHCARE INC.
|
|
| PRESTIGE CONSUMER HEALTHCARE INC. | | |
2021 PROXY STATEMENT | 49
|
|
|
Ronald M.
Lombardi
Chairman of the Board,
President and Chief Executive Officer
Age: 57
|
| |
CAREER HIGHLIGHTS:
Ronald M. Lombardi was elected Chairman of the Board in May 2017 and has served as a director and as President and Chief Executive Officer of the Company since June 2015. He served as Chief Financial Officer of the Company from December 2010 until November 2015. Prior to joining the Company, from October 2010 to December 2010, Mr. Lombardi was employed by Medtech Group Holdings, a components and contract medical device manufacturer, as Chief Financial Officer. From October 2009 to October 2010, Mr. Lombardi served as the Chief Financial Officer of Waterbury International Holdings, a specialty chemical and pest control business. Mr. Lombardi was employed by Cannondale Sports Group, a sporting goods and apparel manufacturing company, as Chief Operating Officer from August 2008 to October 2009 and as Senior Vice President and Chief Financial Officer from March 2004 to August 2008. From 2000 to 2004, Mr. Lombardi served in various roles at Gerber Scientific Inc., including Vice President and Chief Financial Officer of Gerber Scientific Inc.’s Gerber Coburn Optical Division and Director of Financial Planning and Analysis of Gerber Scientific Inc. Mr. Lombardi was also previously employed by Emerson Electric, Scovill Fasteners, Inc. and Go/Dan Industries. Mr. Lombardi currently serves as Chair of the Audit Committee on the board of ACCO Brands Corporation. Mr. Lombardi received a B.S. from Springfield College and an M.B.A. from American International College and has been a licensed CPA.
|
|
|
Christine Sacco
Chief Financial Officer
Age: 47
|
| |
CAREER HIGHLIGHTS:
Christine Sacco was appointed to the position of Chief Financial Officer for the Company in September 2016. Ms. Sacco joined the Company from Boulder Brands, Inc., a health and wellness food manufacturer, where she served as the Chief Financial Officer and Treasurer from January 2012 to January 2016 and Vice President and Controller from January 2008 to January 2012, including Principal Accounting Officer from January 2011 to March 2012. From October 2002 until January 2008, she held positions of increasing financial responsibility with Alpharma, Inc., a global specialty pharma company, where she last held the position of Vice President, Treasurer. Ms. Sacco began her career with Ernst & Young and worked for five years in the Audit and Assurance group. She holds a B.S. in accounting from St. Thomas Aquinas College and is a Certified Public Accountant.
|
|
| 50 | 2021 PROXY STATEMENT | | |
PRESTIGE CONSUMER HEALTHCARE INC.
|
|
|
William C.
P’Pool
Senior Vice President,
General Counsel and Corporate Secretary
Age: 55
|
| |
CAREER HIGHLIGHTS:
William C. P’Pool was appointed to the position of Senior Vice President, General Counsel and Corporate Secretary for the Company in November 2016. From June 2004 to April 2015, Mr. P’Pool served as Senior Vice President, General Counsel and Corporate Secretary at Mead Johnson Nutrition Company, a nutritional products company. From May 2001 to June 2004, Mr. P’Pool served as a Senior Counsel and Director of Legal Services at Yum! Brands, Inc. From 1991 to 2001, he served in legal roles of increasing responsibility at GrafTech International and Service Merchandise Company, among others. He earned a B.S. in business from Murray State University and a J.D. from the University of Kentucky.
|
|
|
Adel Mekhail
Executive Vice President,
Marketing & Sales
Age: 60
|
| |
CAREER HIGHLIGHTS:
Adel Mekhail was appointed to the position of Executive Vice President of Marketing & Sales for the Company in May 2019. From April 2017 to July 2018, Mr. Mekhail served as Vice President, Americas at Edgewell Personal Care, a personal care products company. He served as Vice President and General Manager, Private Brands Group and Vice President, Latin America from July 2015 to April 2017 also at Edgewell Personal Care. From November 2013 to July 2015, Mr. Mekhail served as Vice President, Asia Pacific at Energizer, which was acquired by Edgewell. He held other increasingly responsible marketing roles at Energizer from 2003 to 2013. Mr. Mekhail also served in sales and marketing roles for Pfizer and Warner Lambert from 1996 to 2003. In 2000, he moved from Australia to the United States for Pfizer. Mr. Mekhail earned his BS in Pharmaceutical Sciences from Tanta University in Egypt and his MBA from RMIT University in Melbourne, Australia.
|
|
|
Jeffrey Zerillo
Senior Vice President, Operations
Age: 60
|
| |
CAREER HIGHLIGHTS:
Jeffrey Zerillo was appointed to the position of Senior Vice President, Operations for the Company in April 2018. Mr. Zerillo joined the Company from Teva Pharmaceuticals, a pharmaceutical company, where he served as Vice President, Supply Chain Management for the America’s Region from 2016 to 2018. He brings experience managing complex supply chains in pharmaceuticals, biologics and medical devices from companies including Actavis/Allergan, a pharmaceutical company, from 2014 to 2016, Purdue Pharma from 1995 to 2013, Tura L.P. from 1994 to 1995 and Instrumentation Laboratories from 1988 to 1994. He earned a B.S. in Business Management- Production Operations from York College of Pennsylvania and an Executive Certificate from Sloan School of Business.
|
|
| PRESTIGE CONSUMER HEALTHCARE INC. | | |
2021 PROXY STATEMENT | 51
|
|
|
Name and Principal
Position |
| |
Fiscal
Year |
| |
Salary
($) |
| |
Bonus
($) |
| |
Stock
Awards ($)(5) |
| |
Option
Awards ($)(6) |
| |
Non-Equity
Incentive Plan Compensation ($)(7) |
| |
All Other
Compensation ($) |
| |
Total
($) |
| ||||||||||||||||||||||||
|
Ronald M. Lombardi
Chairman, President, and Chief Executive Officer |
| | | | 2021 | | | | | | 887,739 | | | | | | | | | | | | 3,127,475 | | | | | | 0 | | | | | | 1,085,000 | | | | | | 47,819(8) | | | | | | 5,148,033 | | |
| | | 2020 | | | | | | 875,000 | | | | | | | | | | | | 3,075,000 | | | | | | 0 | | | | | | 1,055,000 | | | | | | 46,679(8) | | | | | | 5,051,679 | | | |||
| | | 2019 | | | | | | 850,000 | | | | | | | | | | | | 2,660,002 | | | | | | 0 | | | | | | 722,925 | | | | | | 41,620(8) | | | | | | 4,274,547 | | | |||
|
Christine Sacco
Chief Financial Officer |
| | | | 2021 | | | | | | 530,704 | | | | | | | | | | | | 529,294 | | | | | | 261,670 | | | | | | 429,624 | | | | | | 13,020(9) | | | | | | 1,764,312 | | |
| | | 2020 | | | | | | 522,675 | | | | | | | | | | | | 523,309 | | | | | | 261,671 | | | | | | 394,000 | | | | | | 13,820(9) | | | | | | 1,715,475 | | | |||
| | | 2019 | | | | | | 505,000 | | | | | | | | | | | | 506,653 | | | | | | 253,333 | | | | | | 269,973 | | | | | | 8,645(9) | | | | | | 1,543,604 | | | |||
|
Adel Mekhail(1)
Executive Vice President, Sales and Marketing |
| | | | 2021 | | | | | | 447,315 | | | | | | | | | | | | 296,712 | | | | | | 146,672 | | | | | | 299,676 | | | | | | 12,960(9) | | | | | | 1,203,335 | | |
| | | 2020 | | | | | | 390,076 | | | | | | | | | | | | 219,994 | | | | | | 219,994 | | | | | | 225,000(2) | | | | | | 13,200(9) | | | | | | 1,068,264 | | | |||
|
William C. P’Pool
Senior Vice President, General Counsel and Corporate Secretary |
| | | | 2021 | | | | | | 464,985 | | | | | | | | | | | | 316,888 | | | | | | 156,668 | | | | | | 259,675 | | | | | | 12,962(9) | | | | | | 1,211,178 | | |
| | | 2020 | | | | | | 457,750 | | | | | | | | | | | | 313,362 | | | | | | 156,668 | | | | | | 265,000 | | | | | | 12,960(9) | | | | | | 1,205,740 | | | |||
| | | 2019 | | | | | | 425,000 | | | | | | | | | | | | 283,346 | | | | | | 141,670 | | | | | | 189,338 | | | | | | 12,540(9) | | | | | | 1,051,894 | | | |||
|
Jeffrey Zerillo
Senior Vice President, Operations |
| | | | 2021 | | | | | | 321,969 | | | | | | | | | | | | 215,762 | | | | | | 106,668 | | | | | | 143,871 | | | | | | 10,129(9) | | | | | | 798,399 | | |
| | | 2020 | | | | | | 316,725 | | | | | | | | | | | | 213,325 | | | | | | 106,668 | | | | | | 153,000 | | | | | | 10,689(9) | | | | | | 800,407 | | | |||
| | | 2019 | | | | | | 296,125 | | | | | | 100,000(3) | | | | | | 382,744(4) | | | | | | 102,997 | | | | | | 110,128 | | | | | | 13,249(9) | | | | | | 1,005,243 | | |
| 52 | 2021 PROXY STATEMENT | | |
PRESTIGE CONSUMER HEALTHCARE INC.
|
|
| | | | | | | | | |
Estimated Future Payouts Under
Non-Equity Incentive Plan Awards(1) |
| |
Estimated Future Payouts
Under Equity Incentive Plan Awards(2) |
| |
All Other
Stock Awards: Number of Shares or Stock of Units (#)(3) |
| |
All Other
Option Awards: Number of Securities Underlying Options (#)(4) |
| |
Exercise
or Base Price of Option Awards ($/Sh) |
| |
Grant
Date Fair Value of Stock and Option Awards ($)(5) |
| ||||||||||||||||||||||||||||||||||||||||||
|
Name
|
| |
Grant Date
|
| |
Threshold
($) |
| |
Target
($) |
| |
Maximum
($) |
| |
Threshold
(#) |
| |
Target
(#) |
| |
Maximum
(#) |
| |||||||||||||||||||||||||||||||||||||||||||||
|
Mr. Lombardi
|
| | | | | | | | | | 467,500 | | | | | | 935,000 | | | | | | 1,870,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 5/4/2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 19,228 | | | | | | | | | | | | | | | | | | 768,735 | | | |||
| | | 5/4/2020 | | | | | | | | | | | | | | | | | | | | | | | | 28,843 | | | | | | 57,685 | | | | | | 115,370 | | | | | | | | | | | | | | | | | | | | | | | | 2,358,740 | | | |||
|
Ms. Sacco
|
| | | | | | | | | | 172,500 | | | | | | 345,000 | | | | | | 690,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 5/4/2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 20,604 | | | | | | 39.98 | | | | | | 261,670 | | | |||
| | | 5/4/2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 6,545 | | | | | | | | | | | | | | | | | | 261,669 | | | |||
| | | 5/4/2020 | | | | | | | | | | | | | | | | | | | | | | | | 3,273 | | | | | | 6,545 | | | | | | 13,090 | | | | | | | | | | | | | | | | | | | | | | | | 267,625 | | | |||
|
Mr. Mekhail
|
| | | | | | | | | | 117,500 | | | | | | 235,000 | | | | | | 470,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||
| | | 5/4/2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 11,549 | | | | | | 39.98 | | | | | | 146,672 | | | |||
| | | 5/4/2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,669 | | | | | | | | | | | | | | | | | | 146,687 | | | |||
| | | 5/4/2020 | | | | | | | | | | | | | | | | | | | | | | | | 1,835 | | | | | | 3,669 | | | | | | 7,338 | | | | | | | | | | | | | | | | | | | | | | | | 150,025 | | | |||
|
Mr. P’Pool
|
| | | | | | | | | | 120,750 | | | | | | 241,500 | | | | | | 483,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 5/4/2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 12,336 | | | | | | 39.98 | | | | | | 156,668 | | | |||
| | | 5/4/2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,919 | | | | | | | | | | | | | | | | | | 156,681 | | | |||
| | | 5/4/2020 | | | | | | | | | | | | | | | | | | | | | | | | 1,959 | | | | | | 3,918 | | | | | | 7,836 | | | | | | | | | | | | | | | | | | | | | | | | 160,207 | | | |||
|
Mr. Zerillo
|
| | | | | | | | | | 67,000 | | | | | | 134,000 | | | | | | 268,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 5/4/2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 8,399 | | | | | | 39.98 | | | | | | 106,668 | | | |||
| | | 5/4/2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,668 | | | | | | | | | | | | | | | | | | 106,667 | | | |||
| | | 5/4/2020 | | | | | | | | | | | | | | | | | | | | | | | | 1,334 | | | | | | 2,668 | | | | | | 5,336 | | | | | | | | | | | | | | | | | | | | | | | | 109,095 | | |
| PRESTIGE CONSUMER HEALTHCARE INC. | | |
2021 PROXY STATEMENT | 53
|
|
| | | |
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
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | 19,228(16) | | | | | | 847,570 | | | | | | 57,685(19) | | | | | | 2,542,755 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | 16,770(14) | | | | | | 739,222 | | | | | | 75,466(18) | | | | | | 3,326,541 | | | |||
| | | 39,387(7) | | | | | | 0(7) | | | | | | 56.11 | | | | | | 5/8/2027 | | | | | | 7,525(13) | | | | | | 331,702 | | | | | | | | | | | | | | | |||
| | | 53,725(8) | | | | | | 0(8) | | | | | | 57.18 | | | | | | 5/9/2026 | | | | | | 52,821(17) | | | | | | 2,328,350 | | | | | | | | | | | | | | | |||
| | | 32,800(2) | | | | | | 0(2) | | | | | | 33.50 | | | | | | 5/12/2024 | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
| | | 38,793(3) | | | | | | 0(3) | | | | | | 29.94 | | | | | | 5/14/2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
| | | 52,367(4) | | | | | | 0(4) | | | | | | 13.24 | | | | | | 5/9/2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
|
Ms. Sacco
|
| | | | 0(12) | | | | | | 20,604(12) | | | | | | 39.98 | | | | | | 5/4/2030 | | | | | | 6,545(16) | | | | | | 288,504 | | | | | | 6,545(19) | | | | | | 288,503 | | |
| | | 8,229(10) | | | | | | 16,457(10) | | | | | | 30.56 | | | | | | 5/6/2029 | | | | | | 5,708(14) | | | | | | 251,609 | | | | | | 8,562(18) | | | | | | 377,413 | | | |||
| | | 16,525(9) | | | | | | 8,263(9) | | | | | | 29.46 | | | | | | 5/7/2028 | | | | | | 2,867(13) | | | | | | 126,377 | | | | | | | | | | | | | | | |||
| | | 11,283(7) | | | | | | 0(7) | | | | | | 56.11 | | | | | | 5/8/2027 | | | | | | 6,708(17) | | | | | | 295,689 | | | | | | | | | | | | | | | |||
| | | 25,746(5) | | | | | | 0(5) | | | | | | 47.39 | | | | | | 9/12/2026 | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
|
Mr. Mekhail
|
| | | | 0(12) | | | | | | 11,549(12) | | | | | | 39.98 | | | | | | 5/4/2030 | | | | | | 3,669(16) | | | | | | 161,730 | | | | | | 3,669(19) | | | | | | 161,730 | | |
| | | 0(11) | | | | | | 21,194(11) | | | | | | 30.19 | | | | | | 5/13/2029 | | | | | | 7,287(15) | | | | | | 321,210 | | | | | | | | | | | | | | | |||
|
Mr. P’Pool
|
| | | | 0(12) | | | | | | 12,336(12) | | | | | | 39.98 | | | | | | 5/4/2030 | | | | | | 3,919(16) | | | | | | 172,750 | | | | | | 3,918(19) | | | | | | 172,705 | | |
| | | 4,927(10) | | | | | | 9,853(10) | | | | | | 30.56 | | | | | | 5/6/2029 | | | | | | 3,418(14) | | | | | | 150,665 | | | | | | 5,127(18) | | | | | | 225,998 | | | |||
| | | 9,241(9) | | | | | | 4,621(9) | | | | | | 29.46 | | | | | | 5/7/2028 | | | | | | 1,603(13) | | | | | | 70,660 | | | | | | | | | | | | | | | |||
| | | 6,333(7) | | | | | | 0(7) | | | | | | 56.11 | | | | | | 5/8/2027 | | | | | | 3,752(17) | | | | | | 165,388 | | | | | | | | | | | | | | | |||
| | | 13,683(8) | | | | | | 0(6) | | | | | | 50.06 | | | | | | 11/14/2026 | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
|
Mr. Zerillo
|
| | | | 0(12) | | | | | | 8,399(12) | | | | | | 39.98 | | | | | | 5/4/2030 | | | | | | 2,668(16) | | | | | | 117,605 | | | | | | 2,668(19) | | | | | | 117,605 | | |
| | | 3,354(10) | | | | | | 6,709(10) | | | | | | 30.56 | | | | | | 5/6/2029 | | | | | | 2,327(14) | | | | | | 102,574 | | | | | | 3,490(18) | | | | | | 153,839 | | | |||
| | | 6,718(9) | | | | | | 3,360(9) | | | | | | 29.46 | | | | | | 5/7/2028 | | | | | | 3,166(13) | | | | | | 139,557 | | | | | |||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | 2,727(17) | | | | | | 120,206 | | | | | | | | | | | | | | |
| 54 | 2021 PROXY STATEMENT | | |
PRESTIGE CONSUMER HEALTHCARE INC.
|
|
| PRESTIGE CONSUMER HEALTHCARE INC. | | |
2021 PROXY STATEMENT | 55
|
|
| | | |
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 ($)(2) |
| ||||||||||||
| Mr. Lombardi | | | | | 29,593 | | | | | | 852,767 | | | | | | 33,230 | | | | | | 1,326,198 | | |
| Ms. Sacco | | | | | 0 | | | | | | 0 | | | | | | 10,683 | | | | | | 425,937 | | |
| Mr. Mekhail | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | |
| Mr. P’Pool | | | | | 0 | | | | | | 0 | | | | | | 6,098 | | | | | | 243,098 | | |
| Mr. Zerillo | | | | | 0 | | | | | | 0 | | | | | | 4,328 | | | | | | 171,172 | | |
| 56 | 2021 PROXY STATEMENT | | |
PRESTIGE CONSUMER HEALTHCARE INC.
|
|
| PRESTIGE CONSUMER HEALTHCARE INC. | | |
2021 PROXY STATEMENT | 57
|
|
| 58 | 2021 PROXY STATEMENT | | |
PRESTIGE CONSUMER HEALTHCARE INC.
|
|
|
Name
|
| |
Termination by
Company Without Cause or Resignation With Good Reason ($)(1) |
| |
Death/
Disability ($)(2) |
| |
Qualifying
Termination in Connection with Change in Control ($)(3) |
| |||||||||
| Mr. Lombardi | | | | | 2,724,106 | | | | | | 6,345,669 | | | | | | 15,304,985 | | |
| Ms. Sacco | | | | | 880,071 | | | | | | 1,616,750 | | | | | | 3,899,371 | | |
| Mr. Mekhail | | | | | 702,237 | | | | | | 905,541 | | | | | | 2,390,880 | | |
| Mr. P’Pool | | | | | 729,237 | | | | | | 950,767 | | | | | | 2,714,583 | | |
| Mr. Zerillo | | | | | 478,615 | | | | | | 746,776 | | | | | | 1,916,781 | | |
| PRESTIGE CONSUMER HEALTHCARE INC. | | |
2021 PROXY STATEMENT | 59
|
|
| 60 | 2021 PROXY STATEMENT | | |
PRESTIGE CONSUMER HEALTHCARE INC.
|
|
|
Name
|
| |
Fees Earned or
Paid in Cash ($) |
| |
Stock Awards
($)(1) |
| |
Total
($) |
| |||||||||
| Dr. Costley | | | | | 110,000 | | | | | | 145,025 | | | | | | 255,025 | | |
| Mr. Byom | | | | | 102,500 | | | | | | 145,025 | | | | | | 247,525 | | |
| Ms. Clark | | | | | 14,166 | | | | | | 0 | | | | | | 14,166 | | |
| Mr. Coughlin | | | | | 105,000 | | | | | | 145,025 | | | | | | 250,025 | | |
| Ms. Hopkins | | | | | 85,000 | | | | | | 145,025 | | | | | | 230,025 | | |
| Mr. Jenness | | | | | 97,500 | | | | | | 145,025 | | | | | | 242,525 | | |
| Mr. Ricciardi | | | | | 85,000 | | | | | | 145,025 | | | | | | 230,025 | | |
| Ms. Zier | | | | | 77,916 | | | | | | 181,286 | | | | | | 259,202 | | |
| PRESTIGE CONSUMER HEALTHCARE INC. | | |
2021 PROXY STATEMENT | 61
|
|
| 62 | 2021 PROXY STATEMENT | | |
PRESTIGE CONSUMER HEALTHCARE INC.
|
|
| PRESTIGE CONSUMER HEALTHCARE INC. | | |
2021 PROXY STATEMENT | 63
|
|
| 64 | 2021 PROXY STATEMENT | | |
PRESTIGE CONSUMER HEALTHCARE INC.
|
|
| PRESTIGE CONSUMER HEALTHCARE INC. | | |
2021 PROXY STATEMENT | 65
|
|
| 66 | 2021 PROXY STATEMENT | | |
PRESTIGE CONSUMER HEALTHCARE INC.
|
|
| PRESTIGE CONSUMER HEALTHCARE INC. | | |
2021 PROXY STATEMENT | 67
|
|
| 68 | 2021 PROXY STATEMENT | | |
PRESTIGE CONSUMER HEALTHCARE INC.
|
|
| PRESTIGE CONSUMER HEALTHCARE INC. | | |
2021 PROXY STATEMENT | 69
|
|
| 70 | 2021 PROXY STATEMENT | | |
PRESTIGE CONSUMER HEALTHCARE INC.
|
|
| PRESTIGE CONSUMER HEALTHCARE INC. | | |
2021 PROXY STATEMENT | 71
|
|
|
ITEMS OF BUSINESS
|
| | BOARD’S RECOMMENDATION |
| | SEE PAGE |
| |||||||||||||||
|
1
|
| |
To elect the seven directors nominated by the Board of Directors and named in this Proxy Statement to serve until the 2022 Annual Meeting of Stockholders or until their earlier death, removal or resignation
|
| |
|
| |
FOR each director nominee
|
| | | ||||||||||
| | | |
☐
Ronald M. Lombardi
|
| |
☐
Celeste A. Clark
|
| |
☐
Christopher J. Coughlin
|
| |
☐
John E. Byom
|
| | | | | | | | | |
| | | |
☐
Sheila A. Hopkins
|
| |
☐
Natale S. Ricciardi
|
| |
☐
Dawn M. Zier
|
| | | | | | | | | | | | |
|
2
|
| |
To ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of Prestige Consumer Healthcare Inc. for the fiscal year ending March 31, 2022
|
| |
|
| |
FOR
|
| | | ||||||||||
|
3
|
| |
To vote on a non-binding resolution to approve the compensation of our named executive officers as disclosed in our Proxy Statement
|
| |
|
| |
FOR
|
| | |
| 72 | 2021 PROXY STATEMENT | | |
PRESTIGE CONSUMER HEALTHCARE INC.
|
|
| PRESTIGE CONSUMER HEALTHCARE INC. | | |
2021 PROXY STATEMENT | 73
|
|
| 74 | 2021 PROXY STATEMENT | | |
PRESTIGE CONSUMER HEALTHCARE INC.
|
|
|
In order to support your Board, please sign, date and mail the enclosed proxy card to vote FOR the election of the seven director nominees nominated by your Board, FOR the ratification of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm, and FOR the approval of the compensation of our named executive officers. You may also vote over the Internet using the Internet address on the proxy card. If your shares are held in “street name”, you should follow the instructions on your voting instruction card to provide specific instructions to your bank or broker to vote as described above.
|
|
| PRESTIGE CONSUMER HEALTHCARE INC. | | |
2021 PROXY STATEMENT | 75
|
|
| 76 | 2021 PROXY STATEMENT | | |
PRESTIGE CONSUMER HEALTHCARE INC.
|
|
| PRESTIGE CONSUMER HEALTHCARE INC. | | |
2021 PROXY STATEMENT | 77
|
|
|
(dollar values in thousands)
|
| |
2017
|
| |
2018
|
| |
2019
|
| |
2020
|
| |
2021
|
| |||||||||||||||
| GAAP Net Income (Loss) | | | | $ | 69,395 | | | | | $ | 339,570 | | | | | $ | (35,800) | | | | | $ | 142,281 | | | | | $ | 164,682 | | |
| Interest Expense, net | | | | | 93,343 | | | | | | 105,879 | | | | | | 105,082 | | | | | | 96,224 | | | | | | 82,328 | | |
| Provision (benefit) for income taxes | | | | | 41,455 | | | | | | (232,484) | | | | | | (2,255) | | | | | | 48,870 | | | | | | 39,431 | | |
| Depreciation and amortization | | | | | 25,792 | | | | | | 33,426 | | | | | | 31,779 | | | | | | 28,995 | | | | | | 30,164 | | |
| Non- GAAP EBITDA | | | | | 229,985 | | | | | | 246,391 | | | | | | 98,806 | | | | | | 316,370 | | | | | | 316,605 | | |
| Inventory step up | | | | | 1,664 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
|
Costs associated with CEO transition
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| Integration, transition, legal fees and other costs associated with acquisitions, divestitures and warehouse transitions | | | | | 19,624 | | | | | | 5,528 | | | | | | 4,442 | | | | | | 10,920 | | | | | | — | | |
| Tradename impairment | | | | | — | | | | | | 99,924 | | | | | | 229,461 | | | | | | — | | | | | | 2,434 | | |
| Loss on extinguishment of debt | | | | | 1,420 | | | | | | 2,901 | | | | | | — | | | | | | 2,155 | | | | | | 12,327 | | |
| Loss on disposal of assets | | | | | — | | | | | | — | | | | | | — | | | | | | 382 | | | | | | — | | |
|
Tax adjustment associated with acquisitions
|
| | | | — | | | | | | 704 | | | | | | — | | | | | | — | | | | | | — | | |
| Adjustments to EBITDA | | | | | 74,528 | | | | | | 109,057 | | | | | | 232,619 | | | | | | 13,457 | | | | | | 14,761 | | |
| Non- GAAP Adjusted AIP EBITDA | | | | $ | 304,513 | | | | | $ | 355,448 | | | | | $ | 331,425 | | | | | $ | 329,827 | | | | | $ | 331,366 | | |
| | | |
20 20
|
| |
20 21
|
| ||||||||||||||||||
|
(dollar values in thousands, except per share data)
|
| |
Net Income
|
| |
EPS
|
| |
Net Income
|
| |
EPS
|
| ||||||||||||
| GAAP Net Income (Loss) | | | | $ | 142,281 | | | | | $ | 2.78 | | | | | $ | 164,682 | | | | | $ | 3.25 | | |
| Adjustments | | | | | | | | | | | | | | | | | | | | | | | | | |
| Integration, Transition, and other costs associated with divesititures and warehouse transiiton | | | | | 9,170 | | | | | | 0.18 | | | | | | — | | | | | | — | | |
| Loss on Disposal of Assets | | | | | 382 | | | | | | 0.01 | | | | | | — | | | | | | — | | |
| (Gain) loss on divestitures | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| Accelerated amortization of debt discounts and debt issue costs | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| Tradename impairment | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| Loss on extinguishment of debt | | | | | 2,155 | | | | | | 0.04 | | | | | | 12,327 | | | | | | 0.24 | | |
| Tax impact on adjustments | | | | | (2,974) | | | | | | (0.06) | | | | | | (2,986) | | | | | | (0.06) | | |
| Normalized tax rate adjustment | | | | | 318 | | | | | | 0.01 | | | | | | (10,025) | | | | | | (0.20) | | |
| Total adjustments | | | | | 9,051 | | | | | | 0.18 | | | | | | (684) | | | | | | (0.01) | | |
| Non- GAAP Adjusted Net Income and Non- GAAP Adjusted EPS | | | | $ | 151,332 | | | | | $ | 2.96 | | | | | $ | 163,998 | | | | | $ | 3.24 | | |
| 78 | 2021 PROXY STATEMENT | | |
PRESTIGE CONSUMER HEALTHCARE INC.
|
|
| | | |
Year Ended March 31,
|
| |||||||||
| | | |
2021
|
| |
2020
|
| ||||||
|
(In Thousands)
|
| | | | | | | | | | | | |
| GAAP Net Income | | | | $ | 164,682 | | | | | $ | 142,281 | | |
| Adjustments: | | | | | | | | | | | | | |
|
Adjustments to reconcile net income to net cash provided by operating activities as shown in the Statement of Cash Flows
|
| | | | 76,523 | | | | | | 66,041 | | |
|
Changes in operating assets and liabilities as shown in the Statement of Cash Flows
|
| | | | (5,598) | | | | | | 8,802 | | |
| Total adjustments | | | | | 70,925 | | | | | | 74,843 | | |
| GAAP Net cash provided by operating activities | | | | | 235,607 | | | | | | 217,124 | | |
| Purchase of property and equipment | | | | | (22,243) | | | | | | (14,560) | | |
| Non-GAAP Free Cash Flow | | | | | 213,364 | | | | | | 202,564 | | |
| Transition and other payments associated with new warehouse | | | | | — | | | | | | 4,203 | | |
| Non-GAAP Adjusted Free Cash Flow | | | | $ | 213,364 | | | | | $ | 206,767 | | |
|
(dollar values in millions)
|
| |
FY 2019 to FY 2021 Total
|
| |||
| GAAP Total Revenues | | | | $ | 2,882.2 | | |
| COVID impact | | | | | 66.3 | | |
|
Adjusted Total Net Sales used for May 2017 Performance Share Grant Payout
|
| | | $ | 2,948.5 | | |
| GAAP Net Income | | | | $ | 271.2 | | |
| Interest Expense, net | | | | | 283.6 | | |
| Benefit for income taxes | | | | | 86.0 | | |
| Depreciation and amortization | | | | | 90.9 | | |
| Non-GAAP EBITDA | | | | | 731.7 | | |
|
Integration, transition, legal fees and other costs associated with acquisitions, divestitures and warehouse transitions
|
| | | | 15.4 | | |
| Goodwill and tradename impairment | | | | | 231.9 | | |
| Loss on extinguishment of debt and disposal of assets | | | | | 14.9 | | |
| (Gain) on divestitures | | | | | (1.3) | | |
| COVID impact | | | | | 34.2 | | |
| Adjustments to EBITDA | | | | | 295.1 | | |
|
Non-GAAP Adjusted EBITDA used for May 2018 Performance Share Grant Payout
|
| | | $ | 1,026.8 | | |
| PRESTIGE CONSUMER HEALTHCARE INC. | | |
2021 PROXY STATEMENT | 79
|
|