Dear Fellow Stockholder:​

I am very pleased to report a successful Fiscal Year 2022 that was set against challenges related to COVID-19 variants, shifting consumers behaviors, a challenging supply chain and an inflationary macroeconomic environment. Despite this backdrop, our dedicated employees stayed focused on executing our proven, long-term business strategy that leverages our strong business attributes, enabling us to deliver record results for fiscal year 2022.

Record
Revenues

Key
Acquisition

Record
EPS

Record Free
Cash Flow

REVENUES OF $1,086.8 MILLION FOR FISCAL 2022, UP 15.2% VS 2021 - DESPITE VOLITILE MACROECONOMIC ENVIRONMENT

ACQUISITION OF AKORN CONSUMER HEALTH, ADDING THE THERATEARS BRAND TO THE EYE & EAR CARE PLATFORM

ADJUSTED EPS OF $4.06, UP 25.3% VS 2021

ADJUSTED FREE CASH FLOW OF $253.7 MILLION

LEADERSHIP

TRUST

CHANGE

EXECUTION

Sincerely,

WHEN: Tuesday, August 2, 2022
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, 2022 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 2023 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, 2023

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,

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 75 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

PROXY SUMMARY

1

ENVIRONMENTAL SOCIAL GOVERNANCE

4

10

GOVERNANCE OF THE COMPANY

20

PROPOSAL 2 – RATIFICATION OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

27

PROPOSAL 3 – ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION

30

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

32

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

34

COMPENSATION AND TALENT MANAGEMENT COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

65

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

66

REPORT OF THE AUDIT AND FINANCE COMMITTEE

68

SUBMISSION OF STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS

70

FORM 10-K

71

GENERAL INFORMATION

72

VOTING MATTERS

74

FORWARD-LOOKING STATEMENTS

78

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDERS MEETING TO BE HELD ON AUGUST 2, 2022:

THIS PROXY STATEMENT, THE PROXY CARD AND THE 2022 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 2, 2022) TO 1-800-831-7105, (ATTENTION INVESTOR RELATIONS), 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 2, 2022
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, 2022 will be entitled to vote at the Annual Meeting.

PROPOSAL

1

To elect the seven directors nominated by the Board of Directors and named in this Proxy Statement to serve until the 2023 Annual Meeting of Stockholders or until their earlier death, removal or resignation

FOR each director nominee

10

☐

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, 2023

FOR

27

3

To vote on a non-binding resolution to approve the compensation of our named executive officers as disclosed in our Proxy Statement

FOR

30

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 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 electronically is 11:59 p.m. Eastern Daylight Time on August 1, 2022. If you vote electronically, you do not need to return a proxy card.

2022 PROXY STATEMENT   |   1

Top Line
Trends

■

FY 22 Revenue of $1,086.8 million

​

■

Continued to increase sales in the growing ecommerce channels

​

■

Strong growth in International OTC segment, led by Hydralyte®

​

EPS

■

FY 22 Adjusted EPS of $4.06, a Company record.

​

■

Strong financial profile leading to increased profitability

​

Free Cash
Flow &
Allocation

■

FY 22 Adjusted Free Cash Flow of $253.7 million, a Company record

​

■

Completed Acquisitions of Akorn Consumer Health business including the TheraTears® brand and separately the Zaditen® brand in Australia

​

■

Further reduced debt to enable capital allocation 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 stockholders.

CEO

AVERAGE OTHER NEOS

PRESTIGE CONSUMER HEALTHCARE INC.

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 except for 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.

​

2022 PROXY STATEMENT   |   3

Prestige Consumer Healthcare’s Board of Directors, management and employees all recognize the responsibility that comes with selling trusted consumer healthcare brands, and the importance of integrating corporate sustainability into our operations and culture for the benefit of future generations. We are committed to building environmental sustainability, social responsibility, and effective corporate governance into all aspects of our business. We view this as sound business strategy that drives resiliency and long-term value creation for the benefit of all stakeholders, including our consumers, employees, investors, suppliers, regulators and the communities in which we live and operate.

We have developed a three-year roadmap for implementation of our ESG program. Our approach to ESG is based on credible frameworks and standards that create a foundation for identifying material ESG topics, understanding our ESG risks and opportunities, and informing our ESG strategy. We also understand the importance of preparing for market transformations by staying proactive in our strategy and preparing for increased transparency with our stakeholders, along with shifts in regulations, such as the proposed SEC climate risk disclosures.

PRESTIGE CONSUMER HEALTHCARE INC.

We believe environmental stewardship and social responsibility are key tenets that are pivotal to driving long-term, organizational success. Prestige’s current ESG strategy includes kickstarting both public disclosures as well as internal development of policies and procedures that will anchor corporate sustainability into all facets of the business.

We believe in sharing our success with the communities in which we operate. We play a pivotal role in ensuring our consumers lead healthier lives by providing options for better health and self-care. We are working with our suppliers to elevate our role in driving appropriate social initiatives. We continue to push for greater inclusivity, workplace safety and transparency.

2022 PROXY STATEMENT   |   5

12+ Billion

17 Million

8 Million

EYE DROPS
PER YEAR

DOSES OF PAIN RELIEF
PER WEEK

INFECTIONS TREATED
ANNUALLY

PRESTIGE CONSUMER HEALTHCARE INC.

Recognized as a gender-balanced Board of Directors, by the 50/50 Women on Boards Gender Diversity Index ™ — just 9% of Russell 3000 boards are 50/50 or better.

2022 PROXY STATEMENT   |   7

Good governance practices are imperative for aligning the interests of individuals, the organization and society. The Board of Directors provides oversite of the Company’s strategy and governance, including ESG. With respect to ESG, the Board of Directors lends assurance to stockholders and other stakeholders that the organization is being prudent in the management of key issues, ultimately resulting in sound performance, profitability and resiliency.

CORPORATE GOVERNANCE HIGHLIGHTS​

Annual Election. All directors stand for election each year.

​

Attendance at Meetings. Robust attendance requirements for Board and Committee meetings in 2022, 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.

​

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.

​

Periodic Review of Key Governance Documents. Annual review of Committee Charters, Corporate Governance Guidelines and Code of Conduct and Ethics.

​

Robust Compensation Best Practices. Including annual Say on Pay vote, implementation of “double trigger” change-in-control vesting provisions, provisions for awards that are assumed in connection with a change-in-control, 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.

​

PRESTIGE CONSUMER HEALTHCARE INC.

Board of Directors

■

Management communicates routinely with the Board and its Committees, including through the Lead Independent Director, on significant risks and how they are being managed, and directors are free to communicate directly with senior management.

​

■

The Board reviews risks to the Company strategy and operations.

​

Audit & Finance
Committee
Oversight Responsibilities​

Compensation & Talent
Committee
Oversight Responsibilities​

Nominating & Corporate
Governance Committee
Oversight Responsibilities​

■

Overall risk exposures and enterprise risk management process;

​

■

Risks related to financial statements and the financial reporting process;

​

■

Accounting, legal, ethics and compliance matters;

​

■

Internal audit and the risk control organization including any significant changes to corporate risk control policies;

​

■

Risks related to information technology systems, privacy and cyber security management (including annual review of the structure and sufficiency of cyber security mitigation efforts including cyber risk insurance);

​

■

Financial risk related to ESG matters; and

​

■

Risks related to liquidity and capital allocation.

​

■

Risks associated with the Company’s compensation philosophy and programs;

​

■

Engages an independent consultant to support in reviewing compensation programs and policies to encourage appropriate risk taking;

​

■

Talent acquisition and retention risks; and

​

■

Human capital management and issues related to diversity, equity and inclusion.

​

■

Risks related to corporate governance, including the Corporate Governance Guidelines;

​

■

Along with the Audit and Finance Committee, the Company’s Code of Conduct and Ethics;

​

■

Corporate responsibility and ESG related risks and opportunities; and

​

■

Succession planning for the Board and CEO.

​

2022 PROXY STATEMENT   |   9

Annual Election of Directors. All directors stand for election on an annual basis.

​

Majority Voting Uncontested Director Elections. Any director nominee must resign if they do not receive an affirmative vote of a majority of votes cast in an uncontested election The Board will then determine whether to accept the resignation and disclose any decision not to accept the resignation.

​

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 Board nominees have joined in the last 3 years and have expanded the Board’s scope of experience.

​

Financial Literacy for Audit Committee. Three current Audit and Finance Committee members are “audit committee financial experts” under Securities and Exchange Commission rules.

​

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, chief financial officers and other senior executives 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.

Environmental, 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.

2022 PROXY STATEMENT   |   11

NAME
AGE
DIRECTOR SINCE

PRIMARY (OR FORMER) OCCUPATION

INDEPENDENCE

COMMITTEE
ASSIGNMENTS

Ronald M. Lombardi
58
June 2015

Chairman of the Board, President and Chief Executive Officer, Prestige Consumer Healthcare Inc.

John E. Byom
68
January 2006

(Former) Chief Executive Officer of Classic Provisions Inc. and Chief Financial Officer of International Multifoods Corporation.

Audit & Finance, Compensation & Talent Management

Celeste A. Clark
69
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)

Christopher J. Coughlin
70
August 2019

(Former) Senior Advisor to the CEO and Board of Directors of Tyco International, Ltd.

Audit & Finance (Chair), Nominating & Corporate Governance

Sheila A. Hopkins
66
August 2015

(Former) President, Global Vision Care and Executive Vice President of Bausch + Lomb

Audit & Finance, Nominating & Corporate Governance

Natale S. Ricciardi
73
May 2016

(Former) President, Pfizer Global Manufacturing and Senior Vice President of Pfizer Inc.

Compensation & Talent Management, Nominating & Corporate Governance

Dawn M. Zier
57
May 2020

(Former) President and CEO of Nutrisystem.

Audit & Finance, Compensation & Talent Management (Chair)

PRESTIGE CONSUMER HEALTHCARE INC.

BYOM

CLARK

COUGHLIN

HOPKINS

LOMBARDI

RICCIARDI

ZIER

TOTAL EXPERIENCE

SOME
KNOWLEDGE

DEEP
KNOWLEDGE

Leadership
Experience

Finance
Experience

Consumer
Products
Experience

Marketing
Experience

Environmental,
Social &
Governance

Supply Chain
Experience

Deep Knowledge
or Experience

Some Knowledge
or Experience

2022 PROXY STATEMENT   |   13

Female

Male

Non-Binary

Did Not
Disclose
Gender

Directors

3

4

—

—

African American or Black

2

—

—

—

Alaskan Native or Native American

—

—

—

—

Asian

—

—

—

—

Hispanic or Latinx

—

—

—

—

Native Hawaiian or Pacific Islander

—

—

—

—

White

1

4

—

—

Two or More Races or Ethnicities

—

—

—

—

LGBTQ+

—

Did Not Disclose Demographics Background

—

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

DIRECTOR QUALIFICATIONS:            

Celeste A. Clark, Ph.D.

Director

CAREER HIGHLIGHTS:

Celeste A. Clark, Ph.D. has served as a director since February 2021. Dr. Clark has been the principal of Abraham Clark Consulting, LLC, a consulting firm, since November 2011 and consults on nutrition and health policy, regulatory affairs and leadership development. Dr. Clark is also an adjunct professor in the Department of Food Science and Human Nutrition at Michigan State University since January 2012. She previously served as Senior Vice President, Global Policy and External Affairs of Kellogg Company, a food manufacturing company, and was the Chief Sustainability Officer until she retired in 2011. She was a member of the Global Executive Management Team and had an accomplished career spanning nearly 35 years at Kellogg Company in which time, she was responsible for the development and implementation of global health, nutrition and regulatory science initiatives. In addition, she led global corporate communications, public affairs, philanthropy and several administrative functions. Dr. Clark serves on the boards of The Hain Celestial Group, Inc. (organic and natural products), Wells Fargo & Company (financial services) and Darling Ingredients Inc. (sustainable products and renewable energy). She also serves as a trustee of the W.K. Kellogg Foundation. Dr. Clark previously served on the boards of Mead Johnson Nutrition Company, Diamond Foods, Inc., AdvancePierre Foods Holdings, Inc., and Omega Protein Corporation. Dr. Clark received her Ph.D. from Michigan State University in Food Science and Nutrition and in 2021, she was bestowed an honorary Ph.D. in Humanities. She brings significant industry experience in various nutrition, consumer productions, public policy, risk management, governance, sustainability and ESG matters to the Board.

DIRECTOR QUALIFICATIONS:            

2022 PROXY STATEMENT   |   15

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 serves on the boards of Karuna Therapeutics, Inc. (clinical-stage biopharmaceutical), as Lead Independent Director and Centene Corporation (healthcare enterprise). Mr. Coughlin previously served on the boards of Allergan plc, as Lead Independent Director, the Dun & Bradstreet Corp, as non-executive chairman, Hologic, Inc., Covidien Ltd, Dipexium Pharmaceuticals, Inc., Forest Laboratories, Inc., Interpublic Group of Companies, Monsanto Company, Perrigo Company and Alexion Pharmaceuticals, Inc. Mr. Coughlin earned a bachelor’s degree in Accounting from Boston College. Mr. Coughlin was named a 2022 Director of the Year by the New Jersey Chapter of the National Association of Corporate Directors (NACD) for his leadership in public corporate governance. In 2015, Mr. Coughlin was named the NACD Corporate Director of the Year.

DIRECTOR QUALIFICATIONS:           

Sheila A. Hopkins

Director

CAREER HIGHLIGHTS:

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

DIRECTOR QUALIFICATIONS:          

PRESTIGE CONSUMER HEALTHCARE INC.

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 serves on the board of ACCO Brands Corporation (consumer and business products), where he chairs the Audit Committee. Mr. Lombardi received a B.S. from Springfield College and an M.B.A. from American International College and has been a licensed CPA.

DIRECTOR QUALIFICATIONS:         

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 Dynavax Technologies Corporation (commercial stage biopharmaceutical) and Rapid Micro Biosystems, Inc. (commercial stage 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:            

2022 PROXY STATEMENT   |   17

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 November 2012 she served in a variety of executive positions at Reader’s Digest Association, a global media and data marketing company, including President of International from 2011-2012, President of Europe from 2009-2011, 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 serves on the boards of The Hain Celestial Group, Inc. (organic and natural products) and Spirit Airlines, Inc. (air travel), where she chairs the Nominating and Corporate Governance Committees, and also serves on the board of Purple Innovation, Inc. (comfort innovation). Ms. Zier previously 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.

POSITION

2022 ANNUAL FEE
($)

INCREASE

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Chairman of the Audit and Finance Committee

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Chairman of the Compensation and Talent Management Committee

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Chairman of the Nominating and Corporate Governance Committee

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Lead Independent Director

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THE BOARD RECOMMENDS YOU VOTE FOR THE ELECTION OF THE NOMINEES FOR DIRECTOR NAMED ABOVE.

2022 PROXY STATEMENT   |   19

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Code of Conduct and Ethics

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Code of Ethics for Senior Financial Employees

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Charters of our Audit and Finance, Compensation and Talent Management and Nominating and Corporate Governance Committees

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Corporate Governance Guidelines

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ON OUR CORPORATE WEBSITE

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BY WRITING TO

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Prestige Consumer Healthcare Inc.
Attention: Corporate Secretary
660 White Plains Road
Tarrytown, New York 10591

PRESTIGE CONSUMER HEALTHCARE INC.

The Board of Directors held six meetings during fiscal 2022. 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 2022 Annual Meeting of Stockholders either in person, by videoconference or by telephone. All our directors attended the 2021 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.

2022 PROXY STATEMENT   |   21

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.

COMPENSATION & TALENT MANAGEMENT

NOMINATING & CORPORATE GOVERNANCE

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Christopher J. Coughlin (Chair)

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John E. Byom

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Sheila A. Hopkins

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Dawn M. Zier

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Dawn M. Zier (Chair)

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John E. Byom

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Celeste A. Clark

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Natale S. Ricciardi

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Celeste A. Clark (Chair)

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Christopher J. Coughlin

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Sheila A. Hopkins

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Natale S. Ricciardi

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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.

PRESTIGE CONSUMER HEALTHCARE INC.

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.”

MEETINGS IN 2022: 4

CHRISTOPHER J. COUGHLIN (CHAIR)

JOHN E.
BYOM

SHEILA A.
HOPKINS

DAWN M.
ZIER

2022 PROXY STATEMENT   |   23

MEETINGS IN 2022: 5

DAWN M.
ZIER (CHAIR)

JOHN E.
BYOM

CELESTE A.
CLARK

NATALE S.
RICCIARDI

PRESTIGE CONSUMER HEALTHCARE INC.

MEETINGS IN 2022: 4

CELESTE A.
CLARK (CHAIR)

CHRISTOPHER J.
COUGHLIN

SHEILA A.
HOPKINS

NATALE S.
RICCIARDI

2022 PROXY STATEMENT   |   25

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 current composition on which three of six independent directors are female (50% of Board), two of whom 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

PRESTIGE CONSUMER HEALTHCARE INC.

2022 PROXY STATEMENT   |   27

2022

2021

Total Independent Accountant’s Fees

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 2023.

2022 PROXY STATEMENT   |   29

PRESTIGE CONSUMER HEALTHCARE INC.

For all of the reasons discussed in our CD&A beginning on page 35 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.

2022 PROXY STATEMENT   |   31

Shares Beneficially Owned

Name of Beneficial Owner

Number

Percentage(1)

PRESTIGE CONSUMER HEALTHCARE INC.

2022 PROXY STATEMENT   |   33

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)

Total

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

Record
Revenues

Key
Acquisition

Record
EPS

Record Free
Cash Flow

RECORD REVENUES OF $1,086.8 MILLION FOR FISCAL 2022, UP 15.2% VS 2021 DESPITE VOLITILE MACROECONOMIC ENVIRONMENT

ACQUISITION OF AKORN CONSUMER HEALTH, ADDING THE THERATEARS BRAND TO THE EYE & EAR CARE PLATFORM

ADJUSTED EPS OF $4.06, A RECORD, UP 25.3% VS 2021

ADJUSTED FREE CASH FLOW OF $253.7 MILLION, A COMPANY RECORD

2022 PROXY STATEMENT   |   35

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 stockholders. 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 2022.

We also set aggressive goals for our performance stock units, which make up 75% of the CEO’s long-term incentive, as demonstrated by the payout for all previous years which has averaged below 80%. Due largely to the outstanding performance in the recently completed cycle, FY20-22, the payout for the May 2019 performance stock unit awards was 143%. 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

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Target equity value reflects, for all awards, the grant date fair value. Realized/realizable value reflects, in the case of:

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restricted stock units, the value per unvested unit based on the closing price of our common stock on March 31, 2022;

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stock options, the in-the-money value as of March 31, 2022; and

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performance stock units, the value per unvested unit based on the closing price of our common stock on March 31, 2022, assuming achievement of target performance.

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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.

Goals of the program:

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To attract, retain and motivate talented management taking competitors’ compensation practices into account;

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Reinforce our strategy; and

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To support achievement of our Company-wide objectives and increase stockholder value;

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Maintain practices that support good governance.

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Annual Cash Incentive Awards:

Long-Term Incentive Awards

Macroeconomic Environment

2022 PROXY STATEMENT   |   37

The Compensation and Talent Management Committee is composed solely of independent directors.

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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.

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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.

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We prohibit hedging and limit pledging by the Company’s directors, executive officers and employees.

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We maintain a compensation clawback policy, as described later in this CD&A.

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We maintain robust stock ownership guidelines, which are described in detail below.

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Our executive severance plan does not contain a Section 280G excise tax “gross-up” provision.

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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.

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The Compensation and Talent Management Committee regularly reviews succession and talent management.

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Equity awards that are assumed in a change-in-control event have a “double trigger” change in control vesting provision.

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Our 2020 LTIP prohibits the repricing of stock options without stockholder approval.

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Our 2020 LTIP prohibits the granting of stock options with an exercise price below fair market value.

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We do not provide excessive perquisites.

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PRESTIGE CONSUMER HEALTHCARE INC.

2021 Say on pay
approval

Yes. At the 2021 Annual Meeting of Stockholders, approximately 97% of the shares represented, entitled to vote and voted at the annual meeting were voted to approve the compensation of the Company’s named executive officers as discussed and disclosed in our 2021 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. We also regularly meet with our largest stockholders and solicit feedback on a wide range of topics.

2022 PROXY STATEMENT   |   39

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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;

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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;

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establish executive compensation that is competitive with the compensation offered by similarly situated companies;

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focus management on both the Company’s short-term and long-term strategy, performance and success;

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maintain practices that support good governance; and

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structure programs that mitigate any incentives to take excessive risks.

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PRESTIGE CONSUMER HEALTHCARE INC.

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the executive’s level of responsibility and function within the Company;

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the overall performance and profitability of the Company;

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the executive’s performance within the Company;

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executive compensation offered to similarly situated executives at peer companies; and

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good governance practices.

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Long-Term Incentive (LTI) Vehicle

% of Target LTI Value:
NEOs other than CEO

% of Target LTI
Value: CEO

2022 PROXY STATEMENT   |   41

The charts below show the percentage of pay tied to financial or stock performance of 84% and 69% of the total compensation for 2022 of our CEO and other named executive officers, respectively.

CEO

AVERAGE OTHER NEOS

PRESTIGE CONSUMER HEALTHCARE INC.

2022 PEER GROUP

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B&G Foods Holdings Corp.

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Calavo Growers Inc.

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Church & Dwight Co.

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Edgewell Personal Care Company

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Energizer Holdings, Inc.

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Hain Celestial Group, Inc.

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Helen of Troy Limited

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Jazz Pharmaceuticals plc

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Lannett Co.

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Primo Water Corporation

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Revlon, Inc.

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Tupperware Brands Corp

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USANA Health Sciences, Inc.

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Vista Outdoor Inc.

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2022 PROXY STATEMENT   |   43

Name

2022 Salary

2023 Salary
(% Increase effective)
April 1, 2022

PRESTIGE CONSUMER HEALTHCARE INC.

Metric

Weighting

Definition

Rationale for Selection

AIP net sales

Total revenues.

Drive consistent top-line growth.

AIP Adjusted EBITDA

Net income plus depreciation and amortization, interest expense, integration, transition, purchase accounting, legal and various other costs associated with acquisitions and divestitures, tradename impairment and certain tax adjustments.

Drive stockholder value creation in terms of growth of earnings per share and free cash flow.

Performance Level/ Payout (mil)

Metric

Weighting

Threshold
(50%)

Target
(100%)

Maximum
(200%)

2022 PROXY STATEMENT   |   45

PRESTIGE CONSUMER HEALTHCARE INC.

Name

Target Bonus

Company
Performance
Payout (172%
of Target Bonus)

Individual
Performance
Adjustment

Total Payout