Message from Our Chairman and CEO​

Ronald M. Lombardi   President, Chief Executive Officer and Chairman of the Board

RECORD REVENUE

STRONG ORGANIC
GROWTH

RECORD
PROFITABILITY

LOWERED LEVERAGE

Record Revenues of $1,127.7 Million up 3.8% vs.
Record 2022

3.5% Organic Growth

Adjusted EPS of
$4.21, up 3.7% vs. Record 2022

3.3x Leverage at
Year-End, Driven
By Strong Free Cash Flow of
$221.9 Million

We look forward to seeing you at the Annual Meeting.

*

Please refer to Appendix A for a reconciliation of non-GAAP Organic Growth, Adjusted EPS and Free Cash Flow to our most directly comparable financial measure presented in accordance with GAAP.

​

1

WHEN:

WHERE:

WHO:

Tuesday, August 1, 2023
10:00 a.m. (Eastern Daylight Time)

At the Company’s offices
660 White Plains Road
Tarrytown, New York 10591

Only stockholders of record at the close
of business on June 9, 2023 will be
entitled to vote at the Annual Meeting.

1

Elect the seven directors nominated by the Board of Directors and named in the accompanying Proxy Statement to serve until the 2024 Annual Meeting of Stockholders or until their earlier death, removal or resignation

2

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, 2024

3

Conduct an advisory vote to approve the compensation of our named executive officers

4

Conduct an advisory vote to approve the preferred frequency of the advisory vote on compensation of our named executive officers

5

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,

William C. P’Pool
Senior Vice President, General Counsel & Corporate Secretary

June 29, 2023

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 74 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.

2

PAGE

PROXY SUMMARY

ENVIRONMENTAL SOCIAL GOVERNANCE

PROPOSAL 1 — ELECTION OF DIRECTORS

GOVERNANCE OF THE COMPANY

PROPOSAL 2 — RATIFICATION OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

PROPOSAL 3 — ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION

PROPOSAL 4 — ADVISORY VOTE TO DETERMINE THE PREFERRED FREQUENCY OF THE ADVISORY VOTES ON
COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

​

30

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

COMPENSATION AND TALENT MANAGEMENT COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

REPORT OF THE AUDIT AND FINANCE COMMITTEE

SUBMISSION OF STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS

FORM 10-K

GENERAL INFORMATION

VOTING MATTERS

FORWARD-LOOKING STATEMENTS

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDERS MEETING TO BE HELD ON AUGUST 1, 2023:

This Proxy Statement, the Proxy Card and the 2023 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 1, 2023) 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:

WHERE:

WHO:

Tuesday, August 1, 2023
10:00 a.m. (Eastern Daylight Time)

At the Company’s offices
660 White Plains Road
Tarrytown, New York 10591

Only stockholders of record at the close
of business on June 9, 2023 will be
entitled to vote at the Annual Meeting.

PROPOSAL

SEE
PAGE

1

To elect the seven directors nominated by the Board of Directors and named in this Proxy Statement to serve until the 2024 Annual Meeting of Stockholders or until their earlier death, removal or resignation

FOR each director nominee

12
 

☐

Ronald M.
Lombardi

​

☐

John E.
Byom

​

☐

Celeste A.
Clark

​

☐

James C. D’Arecca

​

☐

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, 2024

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

29

4

To vote to approve the preferred frequency of the advisory vote on compensation of our named executive officers every year, every two years, or every three years

EVERY ONE YEAR

30

This Proxy Statement and the proxy card are first being mailed or given to stockholders on or about June 29, 2023.

4

Top Line Trends

■

Revenue of  $1,127.7 Million

​

■

Strong 3.5% organic revenue growth

​

■

Continued strong growth in International OTC segment, led by Hydralyte®

​

EPS

■

Adjusted EPS of  $4.21

​

■

Strong financial profile leading to increased profitability

​

Free Cash Flow & Allocation

■

Adjusted Free Cash Flow of  $221.9 million

​

■

Further reduced debt to enable capital allocation optionality

​

5

No evergreen provision. The Company’s 2020 Long-Term Incentive Plan (“2020 LTIP”) does not contain an “evergreen” feature pursuant to which the shares authorized for issuance under the 2020 LTIP can be automatically replenished.

No repricing of stock options. Without the prior approval of the Company’s stockholders, outstanding stock options cannot be repriced, directly or indirectly, nor may stock options be cancelled in exchanged for stock options with an exercise price that is less than the exercise price of the original stock options. In addition, the Company may not, without the prior approval of stockholders, repurchase an option for value from a participant if the current market value of the underlying stock is lower than the exercise price per share of the option.

Awards subject to compensation recoupment policy. All awards (and/or any amount received with respect to such awards) under the 2020 LTIP 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 5% of the pool that is available to grant with shorter vesting.

No dividends on unearned awards. The 2020 LTIP prohibits the current payment of dividends or dividend equivalent rights on unearned awards.

No 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 LTIP.

No single-trigger change of control vesting. If awards granted under the 2020 LTIP are assumed by the successor entity in connection with a change of control of the Company, such awards will not automatically vest and pay out upon the change of control.

Limitation on non-employee director compensation. The 2020 LTIP provides that, with respect to any one fiscal year, the aggregate compensation that may be granted or awarded to any one non-employee director, including all stock awards and cash payments shall not exceed $600,000,or $900,000 in the case of a non-employee Chairman of the Board or Lead Director.

6

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, customers, employees, investors, suppliers, regulators and the communities in which we live and operate.

We developed a roadmap for implementation of our ESG program and retained a third-party sustainability consulting firm to assist us with our planning and materiality assessment. This year we published our inaugural corporate sustainability report which will be available on our website, esg.prestigeconsumerhealthcare.com. 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.

7

We believe environmental stewardship and social responsibility are key tenets that are pivotal to driving long-term, organizational success. Prestige’s 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 retained a sustainability consultant to assist us in conducting a materiality assessment.

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.

LEADERSHIP

TRUST

CHANGE

EXECUTION

8

9

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.

Annual Election. All directors stand for election each year.

Attendance at Meetings. Robust attendance requirements for Board and Committee meetings in 2023, all directors attended more than 75% of the meetings of the Board and the Committees on which they served.

All members of each committee are independent.

Annual Board and Committee Self-Evaluations. The Board and each of its committees conducts a self-evaluation of its performance on an annual basis with individual assignment and follow-up for any items identified as a part of continuous improvement efforts.

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 hedging and limited pledging of common stock by directors and executive officers, clawback policy and stock ownership guidelines.

Robust Code of Conduct and Ethics. Promotes honest and ethical conduct throughout the Company and all employees receive regular online training.

10

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, inclusion and belonging.

​

■

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, sustainability and ESG related risks and opportunities; and

​

■

Succession planning for the Board and CEO.

​

11

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 in executive session.

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.

12

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, Virginia 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.

13

NAME AGE
DIRECTOR SINCE

PRIMARY (OR FORMER)
OCCUPATION

INDEPENDENCE

COMMITTEE
ASSIGNMENTS

Ronald M. Lombardi
59
June 2015

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

John E. Byom
69
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
70
February 2021

(Former) Senior Vice President, Global Policy and External Affairs and Chief Sustainability Officer of Kellogg Company.

Compensation & Talent Management, Nominating & Corporate Governance (Chair)

James C. D’Arecca
52
Nominee

Executive Vice President, Chief Financial Officer of Haemonetics Corporation

Proposed: Audit & Finance (Chair), Nominating & Corporate Governance

■

If elected

​

Sheila A. Hopkins
67
August 2015

Interim Chief Executive Officer of Cutera, Inc; (Former) President, Global Vision Care and Executive Vice President of Bausch + Lomb.

Audit & Finance, Nominating & Corporate Governance

Natale S. Ricciardi
74
May 2016

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

Compensation & Talent Management, Nominating & Corporate Governance

Dawn M. Zier
58
May 2020

(Former) President and CEO of Nutrisystem.

Audit & Finance, Compensation & Talent Management (Chair)

14

BYOM

CLARK

D’ARECCA

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

15

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.

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) where she chairs the Compensation Committee, Wells Fargo & Company (financial services) where she chairs the Corporate Responsibility Committee 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.

16

James C. D’Arecca  Director Nominee

CAREER HIGHLIGHTS:

James C. D’Arecca has been nominated by the Board to stand for election to the Board at the 2023 Annual Meeting of Stockholders. Mr. D’Arecca is Executive Vice President, Chief Financial Officer of Haemonetics Corporation, a medical technology company, since April 2022 to present. Mr. D’Arecca previously served as Chief Financial Officer of TherapeuticsMD, Inc., a women’s healthcare company, from June 2020 to April 2022. Prior to joining Therapeutics MD, Inc., Mr. D’Arecca served as the Senior Vice President and Chief Accounting Officer of Allergen plc (formerly known as Actavis plc), a global pharmaceutical company, from August 2013 until its merger with AbbVie Inc. in May 2020. Mr. D’Arecca served as Chief Accounting Officer at Bausch & Lomb prior to joining Actavis plc and earlier in his career held finance and business development positions of increasing responsibility at Merck & Co., Inc. and Schering-Plough Corporation. Mr. D’Arecca began his career at PricewaterhouseCoopers LLP from 1992 to 2005, where he had an industry focus on pharmaceuticals, medical devices, and consumer products. Mr. D’Arecca earned a Bachelor of Science in Accounting from Rutgers University and a Master of Business Administration from Columbia University. He is a Certified Public Accountant.

Sheila A. Hopkins  Director

CAREER HIGHLIGHTS:

Sheila A. Hopkins has served as a director since August 2015. Ms. Hopkins is the Interim Chief Executive Officer of Cutera, Inc., an energy based and aesthetic devices company, since April 2023 to present. Previously she 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

17

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.

Natale S. Ricciardi  Director

CAREER HIGHLIGHTS:

Natale S. Ricciardi has served as a director since May 2016. Mr. Ricciardi developed a 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 board of Rapid Micro Biosystems, Inc. (commercial stage automation and rapid detection of microbial contamination in manufacturing operations). He recently retired from the board of Dynavax Technologies Corporation (commercial stage biopharmaceutical). 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.

18

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. Ms. Zier serves as Chair of the Board of The Hain Celestial Group, Inc. (organic and natural products). She also serves on the board of Spirit Airlines, Inc. (air travel), where she chairs the Nominating and Corporate Governance Committee. Ms. Zier previously served on the board of Purple Innovation Inc. and on the 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. Ms. Zier received her Corporate Director Certification from Harvard Business School in 2020 and was recognized as a Director 100 by the National Association of Corporate Directors in 2022.

19

POSITION

2023 ANNUAL FEE($)

INCREASE

•

Chairman of the Audit and Finance Committee

​

•

Chairman of the Compensation and Talent Management Committee

​

•

Chairman of the Nominating and Corporate Governance Committee

​

•

Lead Independent Director

​

What does the Board of Directors recommend?

20

■

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

The Board of Directors held six meetings during fiscal 2023. 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 2023 Annual Meeting of Stockholders either in person, by videoconference or by telephone. All our directors attended the 2022 Annual Meeting of Stockholders.

≥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.

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.

22

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.

AUDIT AND FINANCE COMMITTEE​

MEETINGS IN 2023: 4

CHRISTOPHER J. COUGHLIN (CHAIR)

JOHN E. BYOM

SHEILA A. HOPKINS

DAWN M. ZIER

The Audit and Finance Committee is responsible for, among other things:

■

the appointment, compensation, retention and oversight of the work of the independent registered public accounting firm engaged for the purpose of preparing and issuing an audit opinion on our annual financial statements;

​

■

reviewing the independence of the independent registered public accounting firm and taking, or recommending that the Board of Directors take, appropriate action to oversee their independence;

​

■

approving, in advance, all audit and non-audit services to be performed by the independent registered public accounting firm;

​

■

overseeing our accounting and financial reporting processes and the audits of our financial statements;

​

■

establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal control or auditing matters and the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters;

​

■

engaging independent counsel and other advisers as the Audit and Finance Committee deems necessary;

​

■

determining compensation of advisors hired by the Audit and Finance Committee and ordinary administrative expenses;

​

■

providing advice and counsel to management on financial strategy, capital structure and capital allocation;

​

■

reviewing and assessing the adequacy of the Audit and Finance Committee’s formal written charter on an annual basis;

​

■

reviewing policies for risk assessment and risk management including meeting with management at least annually to review the Company’s strategic, enterprise and cybersecurity risk exposures, concentrations and mitigation measures undertaken by management to monitor and control those exposures;

​

■

oversight of the impact of new and proposed ESG disclosure laws and regulatory requirements, filings, controls and procedures; and

​

■

handling such other matters as are specifically delegated to the Audit and Finance Committee by the Board of Directors from time to time.

​

23

COMPENSATION & TALENT MANAGEMENT COMMITTEE​

MEETINGS IN 2023: 5

DAWN M. ZIER (CHAIR)

JOHN E. BYOM

CELESTE A. CLARK

NATALE S. RICCIARDI

The Compensation and Talent Management Committee is responsible for, among other things:

■

determining the compensation and benefits of all our executive officers;

​

■

recommending to the Board of Directors the compensation for non-employee directors;

​

■

reviewing our compensation and benefit plans to ensure that they meet corporate objectives, as well as evaluating the risk associated with the compensation and benefit plans;

​

■

administering our stock plans and other incentive compensation plans;

​

■

reviewing succession planning for senior management and along with the Nominating and Corporate Governance Committee, for the CEO;

​

■

oversight of the development, implementation, and effectiveness of the Company’s policies and strategies related to its human capital management, including matters related to diversity, equality, and inclusion, and talent management; and

​

■

handling such other matters as are specifically delegated to the Compensation and Talent Management Committee by the Board of Directors from time to time.

​

24

NOMINATING & CORPORATE GOVERNANCE COMMITTEE​

MEETINGS IN 2023: 5

CELESTE A. CLARK (CHAIR)

CHRISTOPHER J. COUGHLIN

SHEILA A. HOPKINS

NATALE S. RICCIARDI

The Nominating and Corporate Governance Committee is responsible for, among other things:

■

selecting, and recommending to the Board of Directors for selection, nominees for election to the Board of Directors;

​

■

reviewing succession planning and refreshment for the Board;

​

■

succession planning for the CEO together with the Compensation and Talent Management Committee for the CEO;

​

■

making recommendations to the Board of Directors regarding the size and composition of the Board of Directors and its Committees;

​

■

monitoring our performance under our principles of corporate governance;

​

■

monitoring risks related to its areas of corporate responsibility and governance, including, along with the Audit Committee, the Company’s Code of Conduct and Ethics;

​

■

oversight of the Company’s responsibilities as a corporate citizen pertaining to corporate social responsibility and global sustainability including environmental, social and corporate governance policies and practices, responsible sourcing, community impact and corporate reputation; and

​

■

handling such other matters as are specifically delegated to the Nominating and Corporate Governance Committee by the Board of Directors from time to time.

​

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

 

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.

26

2023

2022

Total Independent Accountant’s Fees

27

What does the Board of Directors recommend?

28

What does the Board recommend?

29

What does the Board recommend?

30

Shares Beneficially Owned

Name of Beneficial Owner

Number

Percentage(1)

31

32

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

33

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 Revenue

Strong Organic
Growth

Record
Profitability

Lowered Leverage

Record Revenues of
$1,127.7 Million up
3.8% vs. Record
Fiscal 2022

3.5% Organic Growth
vs. Fiscal 2022

Adjusted EPS of  $4.21,
up 3.7% vs. Record
Fiscal 2022

3.3x Leverage at Year-End,
Driven by Strong Free
Cash Flow of  $221.9
Million

34

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 including our NEOs but did not achieve the aggressive goals set by our Compensation and Talent Management Committee resulting in a lower than target bonus for 2023.

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 variable payout over previous years. Due largely to the outstanding performance in the recently completed cycle, FY21-23, the payout for the May 2020 performance stock unit awards was 152.3%. 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.

■

restricted stock units, the value per unvested unit based on the closing price of our common stock on March 31, 2023;

​

■

performance stock units, the value per unvested unit based on the closing price of our common stock on March 31, 2023, assuming achievement of target performance.

​

Attract,
Retain &
Motivate

Support
Company
Objectives

Reinforce
Strategy

Maintain Good
Governance

Base Salary

Annual Cash Incentive Awards

Long-term Equity Awards

35

GOALS OF THE PROGRAM:

■

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

​

■

Reinforce our strategy; and

​

■

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

​

■

Maintain practices that support good governance.

​

ANNUAL CASH INCENTIVE AWARDS:

■

Our named executive officers earned their annual cash incentive awards through our Annual Incentive Plan (“AIP”) primarily based on the Company’s achievement of pre-determined performance goals related to net sales (weighted 50%) and Adjusted AIP EBITDA (weighted 50%), as defined later in this Compensation Discussion and Analysis.

​

■

The Company came within 99% of its net sales target and 98% of its Adjusted EBITDA goals following a record fiscal year 22 and in the very challenging macroeconomic environment.

​

■

Pursuant to the 2023 AIP, our named executive officers achieved a bonus payout equal to 93.4% of their target bonus based on the financial performance of the Company. Our plan also allows for an individual adjustment, up or down, based on individual performance. While the entire leadership team performed very well in the challenging macroeconomic environment, the Compensation and Talent Management Committee elected to not award additional bonus to the named executive officers based on their individual performance throughout the year.

​

LONG-TERM INCENTIVE AWARDS

■

The performance-based orientation of our long-term incentive program is reflected in 75% of our CEO’s targeted value of the long-term incentive award allocated to performance stock units, with the remaining 25% delivered in restricted stock units.

​

■

Our other named executive officers’ targeted value of the long-term incentive award was allocated 33% to performance stock units, 33% to restricted stock units and 33% to stock options. Beginning in 2024, to further align our NEOs with our performance-based long-term incentive program, 60% of the other NEOs long-term incentive will be allocated to performance stock units, with the remaining 40% delivered in restricted stock units. No stock options will be granted to the NEOs.

​

■

Challenging 3-year goals are set for adjusted cumulative revenue and cumulative EBITDA metrics.

​

■

The May 2020 performance stock unit grant payout was 152.3% for the three-year performance period, fiscal 2021 through 2023. Consistent with the provisions of the plan, the payout was adjusted to account for non-cash goodwill and intangible asset impairments and to eliminate any benefit in the results from the acquisition of the Akorn Consumer Health products business.

​

MACROECONOMIC ENVIRONMENT

■

During fiscal 2023 we generated record revenues and earnings even within the backdrop of a highly volatile economic environment with significant supply chain challenges and high inflation. Consistent with our long-term strategy, we continue to reduce net leverage providing enhanced capital allocation optionality for the future. This record performance demonstrates that our business strategy and diversified portfolio of consumer healthcare brands gives us the ability to generate outstanding value across economic environments. No adjustments related to the macroeconomic environment were made to fiscal 2023 results for purposes of compensation decisions.

​

36

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.

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 later in this CD&A.

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 that are assumed in a change-in- control event 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.

37

2022 Say on pay
approval​

Yes. At the 2022 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 2022 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.

38

■

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.

​

■

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.

​

39

Long-Term Incentive (LTI) Vehicle

2023 Target LTI
NEOs other than CEO

2024 Target LTI
NEOs other than CEO

Target LTI
Value CEO

40

2023 PEER GROUP

■

B&G Foods Holdings Corp.

​

■

Calavo Growers Inc.

​

■

Church & Dwight Co.

​

■

Edgewell Personal Care Company

​

■

Energizer Holdings, Inc.

​

■

Hain Celestial Group, Inc.

​

■

Helen of Troy Limited

​

■

Jazz Pharmaceuticals plc

​

■

Lannett Co.

​

■

Primo Water Corporation

​

■

Revlon, Inc.

​

■

Tupperware Brands Corp

​

■

USANA Health Sciences, Inc.

​

■

Vista Outdoor Inc.

​

■

Pacira BioSciences, Inc.

​

■

Corcept Therapeutics Incorporated

​

41

Name

2023 Salary

2024 Salary

0%

3.3%

3%

3%

2.9%

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.

42

Performance Level/ Payout (mil)

Metric

Weighting

Threshold
(50%)

Target
(100%)

Maximum
(200%)

43

Name

Target Bonus

Company
Performance
Payout (93.4%
of Target Bonus)

Individual
Performance
Adjustment

Total Payout

■

the use of multi-year vesting for equity awards encourages executive retention and emphasizes the attainment of long-term performance goals;

​

■

paying a significant portion of executive compensation with long-term 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.

​

44

Name

FY2023 Targeted
Award Value

% Increase
from FY2022

Performance Stock Units

■

Vest at the end of three years if company achieves pre-established goals relative to cumulative adjusted EBITDA and cumulative Net Sales (each weighted 50%).

​

■

The actual payout is determined based on the Company’s actual performance aggregated over the three-year period on a sliding-scale between the minimum (threshold) amount and the maximum amount, inclusive of the target amount.

​

■

Participants can earn up to 200% of the target number of shares with exceptional performance.

​

■

If performance is below target, but above threshold, participants can earn 50% of their award.

​

■

If performance is below threshold, participants earn 0% of their award.

​

Stock Options

Vest ratably over three years based on service.

Restricted Stock Units

Vest ratably over three years based on service.

45

Metric

Weighting

Definition

Rationale for
Selection

46

Adjusted
Results

Target

Performance Multiplier 152.3%

47

48

49

Ronald M. Lombardi  Chairman of the Board, President and Chief Executive Officer

Age: 59

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: 48

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 has been a licensed CPA.

William C. P’Pool  Senior Vice President, General Counsel and Corporate Secretary

Age: 57

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 in progressive leadership roles at Mead Johnson Nutrition Company, a nutritional products company, the last being Senior Vice President, General Counsel and Corporate Secretary. 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.

50

Adel Mekhail  Executive Vice President, Marketing & Sales

Age: 62

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 Company, a personal care products company, and from July 2015 to April 2017 he served as Vice President and General Manager, Private Brands Group and Vice President, Latin America. From November 2013 to July 2015, Mr. Mekhail served as Vice President, Asia Pacific at Energizer. 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  Executive Vice President, Operations

Age: 62

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.

51

Name and Principal Position

Fiscal
Year

Salary
($)

Bonus
($)

Stock
Awards
($)(1)

Option
Awards
($)(2)

Non-Equity
Incentive Plan
Compensation
($)(3)

All Other
Compensation
($)

Total
($)

Ronald M. Lombardi
Chairman, President, and
Chief Executive Officer

Christine Sacco
Chief Financial Officer

Adel Mekhail
Executive Vice President,
Sales and Marketing