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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

Message from Our Chairman and CEO

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.

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DELIVERING RESULTS IN 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

OUR COMMITMENT TO OUR FOUR CORE PRINCIPLES IS DELIVERING RESULTS

LEADERSHIP

TRUST

CHANGE

EXECUTION

Our Company culture is founded on the principles of Leadership, Trust, Change, and Execution. These principles inspire an inclusive culture that continuously drives our Company towards excellence. The hard work of all our employees and the commitment to these principles enabled us to leverage our business attributes — a leading and time-tested portfolio of brands, a strong financial profile, and consistent cash flows — to deliver strong business achievements in the fiscal year.

We look forward to seeing you at the Annual Meeting.

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

This Proxy Statement and the proxy card are first being mailed or given to stockholders on or about June 28, 2022.

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

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Notice of Annual Meeting of Stockholders

To Our Stockholders:

The 2022 Annual Meeting of Stockholders of Prestige Consumer Healthcare Inc. will be held:

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

Accompanying this Notice of Annual Meeting of Stockholders is a Proxy Statement, related proxy card with a postage paid return envelope, and our Annual Report for our fiscal year ended March 31, 2022. The Annual Report contains financial and other information that is not incorporated into the Proxy Statement and is not deemed to be a part of the proxy soliciting material.

							By Order of the Board of Directors,
	June 28, 2022						William C. P’Pool Senior Vice President, General Counsel & Corporate Secretary

	WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING IN PERSON, PLEASE PROMPTLY COMPLETE, SIGN, DATE AND MAIL THE ENCLOSED PROXY CARD, OR VOTE BY THE INTERNET ACCORDING TO THE INSTRUCTIONS ON YOUR PROXY CARD. A SELF-ADDRESSED POSTAGE PAID RETURN ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES. IF YOU DO ATTEND THE ANNUAL MEETING, YOU MAY WITHDRAW YOUR PROXY SHOULD YOU WISH TO VOTE IN PERSON. YOU MAY REVOKE YOUR PROXY BY FOLLOWING THE INSTRUCTIONS ON PAGE 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.

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Table of Contents

				Page
	PROXY SUMMARY			1
	ENVIRONMENTAL SOCIAL GOVERNANCE			4
	PROPOSAL 1 – ELECTION OF DIRECTORS			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.

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Proxy Summary

About the Meeting

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.

Voting Matters

PROPOSAL

BOARD’S
RECOMMENDATION

SEE
PAGE

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

☐

Ronald M. Lombardi

☐

John E. Byom

☐

Celeste A. Clark

☐

Christopher J. Coughlin

☐

Sheila A. Hopkins

☐

Natale S. Ricciardi

☐

Dawn M. Zier

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

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

FOR

How to Vote

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.

This Proxy Statement and the proxy card are first being mailed or given to stockholders on or about June 28, 2022.

PRESTIGE CONSUMER HEALTHCARE INC.

2022 PROXY STATEMENT | 1

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Proxy Summary

Compensation Highlights

During fiscal 2022 we generated record revenues, earnings per share and free cash flow even within the backdrop of resurgences of COVID-19 variants, supply chain challenges, and inflation. Consistent with our long-term strategy, we deployed capital strategically by acquiring the TheraTears® brand to add to our leading eye care portfolio, while still reducing net leverage. 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. Below are just a few of the financial highlights of fiscal ‘22 that tie both directly and indirectly into incentive program compensation.

	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

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

WE PAY FOR PERFORMANCE

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

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Proxy Summary

	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.

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Environmental Social Governance (ESG)

	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.

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Environmental Social Governance (ESG)

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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.

OUR ENVIRONMENTAL HIGHLIGHTS AND INITIATIVES

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Progressing on our first greenhouse gas inventory for calendar year 2021 to better understand our corporate carbon footprint.

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Developing a corporate level carbon strategy based on corporate carbon accounting inventory, to identify risks and opportunities.

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Performing life cycle assessments (LCA) on select product lines to better understand the carbon footprint of manufacturing our products.

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Continuing a multi-year membership in the Pharmaceutical Product Stewardship Work Group, which provides a household drug take-back program with over 22,000 verified and publicly available disposal options throughout the country in 2021.

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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.

PURPOSE & VALUES

Our mission is to deliver high-quality consumer health and personal care products that improve and enrich the lives of our consumers. For generations, our trusted brands have helped consumers care for themselves and their loved ones.

OUR BRANDS

We own and market a diverse portfolio of well-recognized consumer brands, some of which were established over 100 years ago. Over time, our brands have developed trust and heritage with consumers that use them, including brands such as Monistat®, Clear Eyes®, BC®, Goody’s®, Summer’s Eve®, TheraTears®, DenTek® and many others.

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Environmental Social Governance (ESG)

WE HELP CONSUMERS CARE FOR THEMSELVES


12+ Billion	17 Million	8 Million
EYE DROPS PER YEAR	DOSES OF PAIN RELIEF PER WEEK	INFECTIONS TREATED ANNUALLY

OUR OPERATIONS AND SUPPLY CHAIN

We are committed to managing our over 100 global suppliers in a responsible manner so that they are aligned with our mission and values. We require each supplier to share the same values our Company embraces and adhere to our Supplier Code of Conduct, which outlines environmental and social responsibilities that are aligned with our mission. This code is a standard communication across all suppliers, which allows us to convey to each our formal expectations around expected business practices. This serves to actively aid our partners in their ability to observe our values and standards.

CODE OF CONDUCT

We have a strict Code of Conduct and Ethics that fosters a work environment that is free from intimidation, harassment and violence. Our team employs a process to investigate and resolve any potential conduct or ethics concern that may violate our mission of diversity and inclusion. We use a third-party reporting service for employees to exercise any such concern with anonymity and confidentiality. Raising a concern honestly or participating in an investigation cannot be the basis for any adverse employment action, including termination, suspension, loss of benefits, threats, harassment or discrimination.

HUMAN CAPITAL MANAGEMENT

Our Company culture is founded on the principles of Leadership, Trust, Change and Execution. Of those principles, Trust is among the most important. Trust in the safety and performance of our products, the integrity of our manufacturing and marketing processes, the character of our people, and the benefit to our consumers and society. We also reward employees who take ownership and embody our principle of Leadership with projects that positively impact our business, community and stakeholders.

We take pride in our culture of diversity, equity & inclusion reflected in the wide range of backgrounds, races, nationalities, personalities, ideas, and talents that make up our organization. We continue to build on our long commitment of equal employment opportunity and anti-discrimination by consciously and proactively promoting inclusion and equity of people with unique cultural and ethnic heritage, color and backgrounds, gender identification and sexual orientation, and other traits. We endeavor to facilitate the acquisition of diverse attitudes, skills and talents particularly for future leadership roles through hiring, workplace practices and employee development. We strive to create and sustain an environment where all employees are heard and inspired to achieve their full potential. We continually review our Company employee demographics to help us adhere to these principles.

SAFETY & HEALTH

We are committed to providing a safe work environment for our employees and require employees to share this concern by abiding by rigorous safety measures. To enable this and assure that the message of health, safety and well-being are part of our work culture, we conduct regular training programs at our production facility. We seek to comply with all federal, state and/or local occupational safety and health standards and report our safety records in accordance with the Occupational Safety and Health Administration (“OSHA”).

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Environmental Social Governance (ESG)

We implemented protocols in response to the COVID-19 pandemic across all locations, to ensure both the safety of our employees and compliance with federal and local requirements and guidelines. These protocols continued through fiscal 2022. During the pandemic, our dedicated production employees at our manufacturing facility in Lynchburg, VA continued to operate three shifts a day with enhanced safety and health measures in place to protect their well-being. Our office-based employees were initially transitioned to a remote workforce but later returned to the office with appropriate safeguards to protect their health and well-being. These measures have allowed employees the flexibility to attend to other unique personal and family needs brought on by the pandemic.

HIRING, DEVELOPMENT & RETENTION

With employees across the U.S. and the world, we understand the importance of hiring, advancement and retention practices that ensure diversity and equality at all levels of the organization as well as talent development.

	WOMEN	PEOPLE OF COLOR
Board of Directors
Executive Management
All Managers
All Associates

	2022 HIGHLIGHTS
	51 NEW MINORITY HIRES
	84% ASSOCIATE RETENTION RATE AFTER 1 YEAR

OUR SOCIAL HIGHLIGHTS AND INITIATIVES

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Established regular review of Diversity, Equity and Inclusion progress with the Compensation and Talent Management Committee of the Board of Directors.

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Formalized a process for career advancement and mentoring of Black, Indigenous, and people of color (“BIPOC”) employees to map out career paths and a developmental plan.

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Contracted with the Mogul diversity job board to increase BIPOC recruitment.

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Continuing our dollar-for-dollar employee matching initiative, over $94,000 was contributed to various charitable causes and donations of over $178,000 worth of products.

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Maintained a full workforce with no furloughs or layoffs throughout the ongoing COVID-19 pandemic.

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Launched a Women’s Affinity Group to foster connections and support for employees.

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.

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Environmental Social Governance (ESG)

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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.

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Members of the leadership team have ESG objectives built into their annual performance goals.

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Our latest addition to the Board of Directors (the “Board”) has expertise in quality and regulatory, an area of expertise that was identified as an opportunity from ESG reporting agencies.

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Implemented a global online training program for current and new employees to accurately capture completion rates for essential trainings related to the Code of Conduct and other internal policies. This software ensures all employees are appropriately trained and will provide a standardized platform for future internal education and updates, with a goal of 100% completion rates.

	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.

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Environmental Social Governance (ESG)

RISK OVERSIGHT & RISK MANAGEMENT

The Board implements its risk oversight function both as a whole and through its Committees. Throughout the year, the Board, including through executive session, and the Committees to which it has delegated responsibility, conduct risk assessments and discuss identified risks and how to mitigate such risks.

Board of Directors

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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.

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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.

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Proposal One: Election of Directors

What is the structure of the Board of Directors?

The number of directors on the Board of Directors is fixed from time to time by resolution adopted by the affirmative vote of a majority of the total number of directors then in office. Currently, the Board of Directors is fixed at seven directors. Six of the seven directors are considered independent. Ronald M. Lombardi serves as Chairman of the Board, and John E. Byom currently serves as the Lead Independent Director. The Board of Directors currently has three standing committees: Audit and Finance Committee, Compensation and Talent Management Committee and Nominating and Corporate Governance Committee. Seven members of the Board of Directors are standing for re-election to hold office until the 2023 Annual Meeting of Stockholders.

	BOARD STRUCTURE AND COMPOSITION
	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.

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Proposal One: Election of Directors

How are nominees evaluated; what are the minimum qualifications?

We believe that our directors should possess the highest personal and professional ethics, integrity and values and be committed to representing the interests of the stockholders. They must also have an inquisitive and objective perspective, practical wisdom, mature judgment and demonstrated leadership skills. We also endeavor to have a Board of Directors representing a range of experiences in areas that are relevant to the Company’s business activities.

Below we identify and describe the key experience, qualifications and skills our directors bring to the Board that are important considering the Company’s business and structure. The directors’ experiences, qualifications and skills that the Nominating and Corporate Governance Committee considered in their nominations are included in their individual biographies.

				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.

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Proposal One: Election of Directors

Who are the nominees this year?

We have seven nominees for the Board of Directors, all of whom serve on our current Board of Directors. If elected, each nominee would hold office until the 2023 Annual Meeting of Stockholders and until his or her respective successor is elected and qualified or until his or her earlier death, removal or resignation. These nominees, their ages at the date of this Proxy Statement and the year in which they first became directors are set forth in the table below. The Board of Directors has affirmatively determined that each of the nominees, other than Mr. Lombardi, is independent from the Company and its management under the NYSE’s independence standards.

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)

The Board is committed to an ongoing refreshment process and continually evaluates the composition of the Board to ensure that it has a strong balance of skills, experience, perspective and rigorous oversight through independent judgment.

If a nominee is unable to stand for election, the Board may either reduce the number of directors to be elected or select a substitute nominee. If a substitute nominee is selected, the proxy holders will vote your shares for the substitute nominee, unless you have voted “Withhold” with respect to the original nominee.

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Proposal One: Election of Directors

What are the backgrounds and qualifications of the Company’s nominees?

	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:

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Proposal One: Election of Directors

	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:

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Proposal One: Election of Directors

	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:

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Proposal One: Election of Directors

	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:

How are the Company’s directors compensated?

The Compensation and Talent Management Committee retains Compensation Advisory Partners LLC (“CAP”) to perform a full review of director compensation against the Company’s peer group every other year. The Compensation and Talent Management Committee retained (“CAP”) in August 2021 to perform a full review against the peer group. In consideration of the advice and recommendations from CAP, the Compensation and Talent Management Committee recommended, and the Board approved the changes outlined below to the 2022 compensation program for directors which became effective as of August 1, 2022. The changes reflect the significant growth of the Company in size and complexity and move compensation closer to the median of the peer group. Under the director compensation program, each of our directors other than Mr. Lombardi receives the following cash and equity compensation for their services as a director:

■

annual grant of restricted stock units valued at $150,000, an increase of $5,000, awarded on the date of each Annual Meeting of Stockholders, which restricted stock units vest immediately upon the date of grant, with settlement in common stock to occur on the earliest of the director’s death, disability or the date on which the director’s board membership ceases for reasons other than death or disability;

■

one-time grant of restricted stock units valued at $150,000, an increase of $5,000, pro-rated for service provided between the date he or she became a director and the next Annual Meeting of Stockholders, which restricted stock units are awarded on the date of commencement of Board service and vest one year after the date of grant so long as membership on the Board of Directors continues through the vesting date, with settlement in common stock to occur on the earliest of the director’s death, disability or the date on which the director’s board membership ceases for reasons other than death or disability; and

■

$90,000 annual cash retainer fee paid in equal quarterly installments, an increase of $5,000.

The Chairman of each of our standing Committees and our Lead Independent Director receive the additional fees set forth in the following table for their services in their respective capacities:

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Proposal One: Election of Directors

POSITION	2022 ANNUAL FEE ($)		INCREASE
■ Chairman of the Audit and Finance Committee		20,000			-0-
■ Chairman of the Compensation and Talent Management Committee		17,500			-0-
■ Chairman of the Nominating and Corporate Governance Committee		15,000		$	2,500
■ Lead Independent Director		30,000		$	5,000

No meeting fees are payable to directors. Our directors are reimbursed for out-of-pocket expenses incurred in connection with Board of Directors and/or Committee participation.

Please see the Director Compensation table later in this Proxy Statement for information regarding the compensation paid to our directors during 2022.

Is there a limit on the number of shares that may be granted to non-employee directors?

Pursuant to the terms of the Company’s 2020 Long-Term Incentive Plan, which our stockholders approved in August 2020, 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 (including meeting fees and retainers), may not exceed $600,000, or $900,000 in the case of a non-employee Chairman of the Board or Lead Director.

Are there any family relationships between the Company’s directors and executive officers?

There are no family relationships between or among any of our directors and executive officers.

How many votes are needed to elect directors?

The affirmative vote of a plurality of the votes cast in person or by proxy at the Annual Meeting of Stockholders is necessary for the election of directors. This means that the seven director nominees with the most “For” votes will be elected. You may vote in favor of all nominees, withhold your vote as to all nominees or withhold your vote as to specific nominees.

What does the Board of Directors recommend?

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

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Governance of the Company

What is Corporate Governance and how does the Company implement it?

Corporate governance is a set of guidelines and policies established by the Company to ensure that our directors and all employees conduct the Company’s business in a legal, impartial and ethical manner. Your Board has a strong commitment to sound and effective corporate governance practices. The Company’s management and the Board have reviewed and continue to monitor our corporate governance practices considering Delaware law, U.S. federal securities laws, the listing requirements of the NYSE and best practices.

What documents establish and implement the Company’s Corporate Governance practices?

The Code of Conduct and Ethics, the Code of Ethics for Senior Financial Employees (which is applicable to the Company’s principal executive officer, principal financial officer, principal accounting officer or controller, and persons performing similar functions), the Corporate Governance Guidelines, and the Charters of our Audit and Finance, Compensation and Talent Management and Nominating and Corporate Governance Committees were adopted by the Company for the purpose of transparency in our governance practices, as well as promoting honest and ethical conduct, full, fair, accurate, timely and understandable disclosure in periodic reports required to be filed by the Company with the Securities and Exchange Commission (the “SEC”), and compliance with all applicable rules and regulations that apply to the Company and its officers, employees and directors.

The documents described above may be accessed at the “Investors” tab of www.prestigeconsumerhealthcare.com, our Internet website. In addition, you may request, without charge, a copy of the foregoing documents by submitting a written request for any of these materials to: Prestige Consumer Healthcare Inc., 660 White Plains Road, Tarrytown, New York 10591, Attention: Corporate Secretary.

	ON OUR CORPORATE WEBSITE				BY WRITING TO
	www.prestigeconsumerhealthcare.com				Prestige Consumer Healthcare Inc. Attention: Corporate Secretary 660 White Plains Road Tarrytown, New York 10591

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Governance of the Company

Does the Company have a policy regarding directors who receive a greater number of votes “withheld” than votes “for” in an uncontested election?

Yes. Under such circumstances, the director will promptly tender his or her resignation. The Nominating and Corporate Governance Committee, without the participation of the director who tendered his or her resignation, will then take action to accept or reject the director’s resignation and submit its recommendation to the full Board of Directors. The full Board of Directors, without the participation of the director who tendered his or her resignation, will accept or reject the resignation and, if it chooses not to accept the resignation, will disclose its decision in a Form 8-K or similar filing with the SEC.

How often did the Board of Directors meet in 2022?


	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.

Does the Company have a Chairman of the Board?

Yes. The Board of Directors originally appointed Mr. Lombardi as the Chairman of the Board in May of 2017. John E. Byom currently serves as Lead Independent Director. The Board of Directors considered the structure of its leadership and determined that, based on experience and efficiency, it would strengthen the Company’s ability to meet its strategic vision and create shareholder value by appointing Mr. Lombardi to the combined role of CEO and Chairman. The Board appointed Mr. Byom as its independent and non-executive Lead Independent Director to help ensure the independent directors continue to provide effective oversight of Company management and key issues related to strategy, risk and integrity.

What are the responsibilities of the Lead Independent Director?

The Lead Independent Director acts in a leadership capacity with respect to the Board of Directors and consults with the Chairman of the Board between meetings of the Board of Directors. The Lead Independent Director presides over non-management and executive sessions of the Board of Directors.

What Committees have been established by the Board of Directors?

The Board of Directors currently has three standing committees:

■

the Audit and Finance Committee;

■

the Compensation and Talent Management Committee; and

■

the Nominating and Corporate Governance Committee.

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Governance of the Company


	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.

The following table sets forth the current membership of the Company’s standing committees:


AUDIT AND FINANCE	COMPENSATION & TALENT MANAGEMENT	NOMINATING & CORPORATE GOVERNANCE
■ Christopher J. Coughlin (Chair) ■ John E. Byom ■ Sheila A. Hopkins ■ Dawn M. Zier	■ Dawn M. Zier (Chair) ■ John E. Byom ■ Celeste A. Clark ■ Natale S. Ricciardi	■ Celeste A. Clark (Chair) ■ Christopher J. Coughlin ■ Sheila A. Hopkins ■ Natale S. Ricciardi

Who are the Company’s independent directors?

In accordance with the NYSE’s listing requirements, the Board of Directors has evaluated, for each of the independent director nominees, his or her independence from the Company and its management. In its evaluation, the Board of Directors reviewed whether any transactions or relationships exist currently, or existed during the past three years, between each nominee and the Company or its subsidiaries, affiliates or independent auditors. The Board of Directors also examined whether there were any transactions or relationships between each nominee and members of the senior management of the Company or their affiliates. Based on this review and the NYSE’s definition of “independence,” the Board of Directors has determined that a majority of the Board of Directors is “independent.” The independent directors currently are Mses. Clark, Hopkins and Zier and Messrs. Byom, Coughlin, and Ricciardi. Based on the NYSE’s listing requirements, the Board of Directors has also determined that each of the members of our Compensation and Talent Management Committee is “independent”. The Board of Directors has also determined that each of the members of our Audit and Finance Committee is “independent” for purposes of Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the NYSE’s listing requirements, and that each of Ms. Zier and Messrs. Byom and Coughlin, is an “audit committee financial expert” as that term is defined by SEC regulations.

Does the Board of Directors evaluate itself and its committees?

Yes. Every year, the Board of Directors and its Committees complete a self-evaluation of their performance and engage in discussion regarding the results. In the event the Board of Directors or its Committees determine that modifications to their practices are required, they expect to promptly institute the required changes to the Company’s corporate governance practices and the documents through which such practices are effectuated.

How can I communicate with the Board of Directors?

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.

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Governance of the Company

What are the Company’s Complaint Procedures?

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.”

Alternatively, complaints and concerns about accounting, internal accounting controls or auditing or related matters pertaining to the Company may be submitted by our employees confidentially and anonymously by contacting the Company’s Integrity Hotline. The Integrity Hotline is an independent third party that the Company has retained to receive anonymous complaints from the Company’s employees.

What are the responsibilities of the Audit and Finance Committee?

	AUDIT AND FINANCE COMMITTEE									MEETINGS IN 2022: 4
	CHRISTOPHER J. COUGHLIN (CHAIR)			JOHN E. BYOM			SHEILA A. HOPKINS			DAWN M. ZIER

PRIMARY RESPONSIBILITIES

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 major risk exposure and the steps management has taken to monitor and control such exposures; and

■

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

The Board of Directors adopted a written charter for our Audit and Finance Committee, which is available at the “Investors” tab on our website at www.prestigeconsumerhealthcare.com and is also available in print to any stockholder or other interested party who makes such a request in writing to the Company’s Corporate Secretary. PricewaterhouseCoopers LLP currently serves as our independent registered public accounting firm. The Audit and Finance Committee met four times during 2022.

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Governance of the Company

What are the responsibilities of the Compensation and Talent Management Committee?

	COMPENSATION & TALENT MANAGEMENT COMMITTEE									MEETINGS IN 2022: 5
	DAWN M. ZIER (CHAIR)			JOHN E. BYOM			CELESTE A. CLARK			NATALE S. RICCIARDI

PRIMARY RESPONSIBILITIES

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; 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.

The Board of Directors adopted a written charter for our Compensation and Talent Management Committee, which is available at the “Investors” tab on our website at www.prestigeconsumerhealthcare.com and is also available in print to any stockholder or other interested party who makes such a request in writing to the Company’s Corporate Secretary. Pursuant to the charter, the Compensation and Talent Management Committee may delegate its authority and duties to one or more subcommittees, individual members of the Compensation and Talent Management Committee, other members of the Board or management, as it deems appropriate, in accordance with applicable laws and regulations. In addition, the Compensation and Talent Management Committee may, in its sole discretion and at the Company’s expense, retain and terminate such independent consultants or experts as it deems necessary or appropriate in the performance of its duties.

In 2022, the Compensation and Talent Management Committee engaged Compensation Advisory Partners (“CAP”) to conduct an analysis of the Company’s compensation for the CEO and other executive officers of the Company and the independent directors. The Compensation and Talent Management Committee evaluated the independence of CAP considering SEC rules and NYSE listing standards, which require consideration of the following factors:

■

whether any other services are provided to the Company by the consultant;

■

the fees paid by the Company as a percentage of the consulting firm’s total revenue;

■

the policies or procedures maintained by the consulting firm that are designed to prevent a conflict of interest;

■

any business or personal relationships between the individual consultants involved in the engagement and a member of the Compensation and Talent Management Committee;

■

any Company stock owned by the individual consultants involved in the engagement; and

■

any business or personal relationships between our executive officers and the consulting firm or the individual consultants involved in the engagement.

The Compensation and Talent Management Committee discussed these considerations and concluded that the engagement of CAP and the services provided to the Compensation and Talent Management Committee by CAP did not raise any conflict of interest.

CAP did not provide any services to the Company other than in connection with its engagement by the Compensation and Talent Management Committee.

The Compensation and Talent Management Committee met five times during 2022.

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Governance of the Company

What are the responsibilities of the Nominating and Corporate Governance Committee?

	NOMINATING & CORPORATE GOVERNANCE COMMITTEE									MEETINGS IN 2022: 4
	CELESTE A. CLARK (CHAIR)			CHRISTOPHER J. COUGHLIN			SHEILA A. HOPKINS			NATALE S. RICCIARDI

PRIMARY RESPONSIBILITIES

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;

■

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 responsibility, including, along with the Audit Committee, the Company’s Code of Conduct and Ethics;

■

reviewing succession planning for the Board and along with the Compensation and Talent Management Committee for the CEO;

■

reviewing policies and practices relating to the Company’s responsibilities as a global corporate citizen pertaining to corporate social responsibility and global sustainability including environmental, social and corporate governance matters; 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.

The Board of Directors adopted a written charter for our Nominating and Corporate Governance Committee, which is available at the “Investors” tab on our website at www.prestigeconsumerhealthcare.com and is also available in print to any stockholder or other interested party who makes such a request in writing to the Company’s Corporate Secretary. The Nominating and Corporate Governance Committee met four times during 2022.

The Nominating and Corporate Governance Committee will consider as potential director nominees any individuals properly recommended by stockholders. Recommendations concerning individuals proposed for consideration by the Nominating and Corporate Governance Committee should be addressed to Prestige Consumer Healthcare Inc., 660 White Plains Road, Tarrytown, New York 10591, Attention: Corporate Secretary. Each recommendation should include a personal biography of the suggested nominee, an indication of the background or experience that qualifies the person for consideration, and a statement that the person has agreed to serve if nominated and elected. Stockholders who themselves want to nominate a person for election to the Board of Directors, as contrasted with recommending a potential nominee to the Nominating and Corporate Governance Committee for its consideration, are required to comply with the advance notice and other requirements set forth in the Company’s Amended and Restated Bylaws, as amended (the “Amended and Restated Bylaws”), and any applicable requirements of the Exchange Act. The Nominating and Corporate Governance Committee does not evaluate potential nominees for director differently based on whether they are recommended to the Nominating and Corporate Governance Committee by officers or directors of the Company or by a stockholder.

The Nominating and Corporate Governance Committee identifies potential candidates for nomination as directors based on recommendations by our executive officers or directors, as well as through professional search firms engaged on a retainer basis. As noted above, the Nominating and Corporate Governance Committee also considers properly submitted stockholder recommendations for candidates for the Board of Directors. In evaluating candidates for nomination, the Nominating and Corporate Governance Committee will consider the factors it believes to be appropriate, which would generally include the candidate’s personal and professional integrity, business judgment, relevant experience and skills, and potential to be an effective director in conjunction with the rest of the Board of Directors in collectively serving the interests of our stockholders. Generally, candidates must have significant leadership, finance, consumer products and marketing experience, as discussed on page 11 of this Proxy Statement.

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Governance of the Company

What role does diversity play in the selection of members of the Board?


	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

The Board believes in a governing style that emphasizes respect for diversity in perspective and includes individuals from diverse backgrounds. The Board believes that diversity is important because various points of view reflective of our consumers and other stakeholders contribute to a more effective, engaged Board and better decision-making processes.

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Proposal Two: Ratification of Appointment

of the Independent Registered Public Accounting Firm

Proposal Two: Ratification of Appointment
of the Independent Registered Public Accounting Firm

Who has the Audit and Finance Committee selected as the Company’s independent accounting firm for fiscal 2023?

The Audit and Finance Committee has reappointed PricewaterhouseCoopers LLP as the independent registered public accounting firm to audit the Company’s financial statements and evaluate its systems of internal control over financial reporting for fiscal 2023. However, the Audit and Finance Committee may, in its discretion, decide to engage another independent registered public accounting firm as the Company’s auditor for fiscal 2023.

Is stockholder approval required for the appointment of an independent accounting firm for 2023?

Stockholder ratification of the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm is not required. However, the Board of Directors is submitting the selection of PricewaterhouseCoopers LLP to the stockholders for ratification as a matter of good corporate practice. In the event the stockholders do not ratify the appointment of PricewaterhouseCoopers LLP, the Audit and Finance Committee will reconsider the appointment; however, the Audit and Finance Committee may, in its discretion, still direct the appointment of PricewaterhouseCoopers LLP. Likewise, stockholder ratification of the selection of PricewaterhouseCoopers LLP would not prevent the Audit and Finance Committee, in its discretion, from selecting and engaging another independent registered public accounting firm.

Will representatives of PricewaterhouseCoopers LLP attend the Annual Meeting?

Representatives of PricewaterhouseCoopers LLP are expected to be present at the Annual Meeting of Stockholders, either in person or by telephone, will have the opportunity to make a statement if they desire to do so, and are expected to be available to respond to appropriate questions.

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Proposal Two: Ratification of Appointment

of the Independent Registered Public Accounting Firm

What fees were paid to our independent registered public accounting firm in 2022 and 2021?

For 2022 and 2021, the following fees were billed by PricewaterhouseCoopers LLP to the Company for the indicated services:

	2022			2021
Audit Fees		$	1,751,460		$	1,394,866
Audit Related Fees			35,000			200,000
Tax Fees			171,901			163,294
All Other Fees			7,207			2,926
Total Independent Accountant’s Fees		$	1,965,568		$	1,761,086

Audit Fees. Consisted of fees billed for professional services rendered for (i) the audit of our consolidated financial statements and internal control over financial reporting; (ii) the review of the interim consolidated financial statements included in quarterly reports; and (iii) the services that are normally provided by PricewaterhouseCoopers LLP in connection with statutory and regulatory filings or engagements. Audit fees for 2022 include additional audit procedures and due diligence work for acquisitions.

Audit-Related Fees. Consisted of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements and are not reported under “Audit Fees.” Audit-related fees for 2022 included litigation support and 2021 included procedures related to debt refinancing.

Tax Fees. Consisted of fees billed for professional services for tax compliance, tax advice and tax planning. These services included assistance regarding federal, state and international tax compliance, customs and duties and tax planning.

All Other Fees. For 2022 and 2021, consisted of fees for licensing software for accounting research.

Has the Audit and Finance Committee determined PricewaterhouseCoopers LLP’s independence from the Company?

The Audit and Finance Committee has considered the non-audit services provided by PricewaterhouseCoopers LLP and determined that the provision of such services had no effect on PricewaterhouseCoopers LLP’s independence from the Company.

How does the Audit and Finance Committee pre-approve services provided by the independent accounting firm?

The Audit and Finance Committee’s policy is to pre-approve all audit and permissible non-audit services provided by the independent registered public accounting firm. These services may include audit services, audit-related services, tax services and other services. Pre-approval is generally provided for up to one year and any pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. The independent registered public accounting firm and management are required to periodically report to the Audit and Finance Committee regarding the extent of services provided by the independent registered public accounting firm in accordance with this pre-approval and the fees for the services performed to date. The Audit and Finance Committee may also pre-approve particular services on a case-by-case basis. During 2022, all audit and non-audit services were approved in accordance with the Audit and Finance Committee’s pre-approval policy.

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Proposal Three: Advisory Vote to Approve

Named Executive Officer Compensation

Proposal Three: Advisory Vote to Approve
Named Executive Officer Compensation

Why are we submitting this matter to you?

We are required by Section 14A of the Exchange Act and by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) to provide our stockholders with the opportunity to approve, on an advisory, non-binding basis, the compensation of our named executive officers (“NEOs”) contained in this Proxy Statement. This proposal, commonly known as a “Say-on-Pay” proposal, gives our stockholders the opportunity to express their views on our executive compensation as described in this Proxy Statement. Our executive compensation program is described in the Compensation Discussion and Analysis (“CD&A”), executive compensation tables and other narrative executive compensation disclosures required by the disclosure rules of the SEC, all of which are found in this Proxy Statement. In particular, the CD&A, beginning on page 35 of this Proxy Statement, describes the Company’s executive compensation program in detail, and we encourage you to review it.

At the 2017 annual meeting of stockholders, our stockholders expressed a preference that advisory votes on executive compensation be held on an annual basis. The Board of Directors has determined, in line with the recommendation of the Company’s stockholders, to have an annual advisory vote on the compensation of our named executive officers. Accordingly, the next advisory vote on executive compensation will occur at this Annual Meeting of Stockholders.

What are you being asked to vote on?

Stockholders are being asked to vote either for or against the following non-binding resolution:

RESOLVED, that the stockholders of Prestige Consumer Healthcare Inc. approve, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables and other narrative executive compensation disclosures included in this Proxy Statement.

Is this vote binding?

No. As provided by the Dodd-Frank Act, this vote will not be binding on the Board of Directors or the Compensation and Talent Management Committee and may not be construed as overruling a decision by the Board of Directors or the Compensation and Talent Management Committee or creating or implying any additional fiduciary duty for the Board. Further, it will not affect any compensation paid or awarded to any executive officer. The Compensation and Talent Management Committee and the Board will, however, take into account the outcome of the vote when considering future executive compensation arrangements.

What vote is required for approval of the Say-on-Pay proposal?

The approval of this non-binding resolution requires the affirmative vote of a majority of the shares present, in person or by proxy, at the Annual Meeting and entitled to vote on the proposal. If this proposal is not approved by the required vote, the Board and the Compensation and Talent Management Committee will take into account the result of the vote when determining future executive compensation arrangements, particularly if the votes cast against the resolution exceed the number of votes cast in favor of the resolution.

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Security Ownership of Certain Beneficial

Owners and Management

Security Ownership of Certain Beneficial
Owners and Management

The following table sets forth certain information with respect to the beneficial ownership of our common stock as of June 10, 2022 by:

■

each of our named executive officers;

■

each of our directors;

■

all directors and executive officers as a group; and

■

each person or entity known to us to be the beneficial owner of more than five percent of our outstanding shares of common stock.

Unless otherwise indicated, (i) each person or entity named below has sole voting and investment power with respect to the number of shares set forth opposite his, her or its name; and (ii) the address of each person named in the table below is c/o Prestige Consumer Healthcare Inc., 660 White Plains Road, Tarrytown, New York 10591.

Shares Beneficially Owned

Name of Beneficial Owner

Number

Percentage(1)

5% or more Stockholders:

BlackRock, Inc.(2)

8,111,381

16.2%

The Vanguard Group(3)

5,499,813

11.0%

Dimensional Fund Advisors LP(4)

3,435,736

6.9%

Directors and Named Executive Officers:

Ronald M. Lombardi(5)

386,884

Adel Mekhail(6)

39,187

William C. P’Pool(7)

78,125

Christine Sacco(8)

137,440

Jeffrey Zerillo(9)

41,419

John E. Byom

45,508

Celeste A. Clark

4,444

Christopher J. Coughlin

10,723

Sheila A. Hopkins

21,037

Natale S. Ricciardi

22,308

Dawn M. Zier

7,447

All directors and executive officers as a group (11 persons)(10)

794,522

1.6%

Denotes less than one percent.

(1)

Percent is based on 49,919,876 shares of our common stock outstanding as of June 10, 2022.

(2)

The address for BlackRock, Inc. is 55 East 52nd Street, New York, NY 10055. BlackRock, Inc. has sole voting power with respect to 7,863,222 shares and sole dispositive power with respect to 8,111,381 shares. The information disclosed herein was obtained from the Schedule 13G/A filed with the SEC by BlackRock, Inc. on January 28, 2022.

(3)

The address for The Vanguard Group is 100 Vanguard Blvd., Malvern, PA 19355. The Vanguard Group has shared voting power with respect to 44,495 shares, sole dispositive power with respect to 5,414,531 shares, and shared dispositive power

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Security Ownership of Certain Beneficial

Owners and Management

with respect to 85,282 shares. The information disclosed herein was obtained from the Schedule 13G/A filed with the SEC by The Vanguard Group on February 10, 2022.

(4)

The address for Dimensional Fund Advisors LP is, 6300 Bee Cave Road, Building One, Austin, TX 78746. Dimensional Fund Advisors LP has sole voting power with respect to 3,370,777 shares and sole dispositive power with respect to 3,435,736 shares. Dimensional Fund Advisors LP or its subsidiaries serve as investment manager, sub-adviser and/or adviser to certain investment companies, commingled funds, group trusts and separate accounts that own all the reported shares. Dimensional Fund Advisors LP disclaims beneficial ownership of such shares. The information disclosed herein was obtained from the Schedule 13G/A filed with the SEC by Dimensional Fund Advisors LP on February 8, 2022.

(5)

Includes shares of the Company’s common stock underlying options that vested and became exercisable as follows: (i) 12,931 shares on each of May 14, 2014, 2015 and 2016; (ii) 10,934 shares on May 12, 2015; (iii) 10,933 shares on each of May 12, 2016 and 2017; (iv) 17,908 shares on each of May 9, 2017 and 2018; (v) 17,909 shares on May 9, 2019; and (vi) 13,129 shares on each of May 8, 2018, 2019, and 2020.

(6)

Includes shares of the Company’s common stock underlying options that vested and became exercisable as follows: (i) 3,849 shares on May 4, 2021; (ii) 3,850 shares on May 4, 2022; (iii) 3,655 shares on May 3, 2022; and (iv) 21,194 shares on May 13, 2022.

(7)

Includes shares of the Company’s common stock underlying stock options that vested and became exercisable as follows: (i) 4,561 shares on each of November 14, 2017, 2018, and 2019; (ii) 2,111 shares on each of May 8, 2018, 2019, and 2020; (iii) 4,620 shares on May 7, 2019; (iv) 4,621 shares on each of May 7, 2020 and 2021; and (v) 4,927 shares on each of May 6, 2020 and 2021; (iv) 4,926 shares on May 6, 2022; and (v) 4,112 shares on each of May 4, 2021 and 2022; and (vi) 3,832 shares on May 3, 2022.

(8)

Includes shares of the Company’s common stock underlying stock options that vested and became exercisable as follows: (i) 8,582 shares on each of September 12, 2017, 2018, and 2019; (ii) 3,761 shares on each of May 8, 2018, 2019 and 2020; (iii) 8,262 shares on May 7, 2019; (iv) 8,263 shares on each of May 7, 2020 and 2021 ; and (v) 8,229 shares on each of May 6, 2020 and 2021; (vi) 8,228 shares on May 6, 2022; and (vii) 6,868 on each of May 4, 2021 and 2022; and (viii) 7,310 shares on May 3, 2022.

(9)

Includes shares of the Company’s common stock underlying stock options that vested and become exercisable as follows: (i) 3,359 shares on each of May 7, 2019 and 2020; (ii) 3,360 shares on May 7, 2021;and (iii) 3,354 shares on each of May 6, 2020 and 2021; (iv) 3,355 shares on May 6, 2022; and (v) 2,799 shares on May 4, 2021; and (vi) 2,800 shares on May 4, 2022; and (vii) 2,600 shares on May 3, 2022.

(10)

Includes 393,856 shares of the Company’s common stock underlying stock options currently exercisable or exercisable within 60 days of June 10, 2022.

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Securities Authorized for Issuance Under

Equity Compensation Plan

Securities Authorized for Issuance Under
Equity Compensation Plan

Equity Compensation Plan Information

The following table sets forth certain information regarding our equity compensation plans as of March 31, 2022.

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)		Weighted- average exercise price of outstanding options, warrants and rights (b)			Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by security holders(1)		1,903,764(2)		$	40.62(3)		2,497,336(4)(5)
Equity compensation plans not approved by security holders		—			—		—
Total		1,903,764		$	40.62		2,497,336

(1)

2020 LTIP and the 2005 LTIP which was replaced upon stockholder approval of the 2020 LTIP on August 4, 2020. No further grants will be made under the 2005 LTIP.

(2)

Consists of shares issuable pursuant to the exercise of outstanding stock options and the conversion of outstanding restricted stock units and performance stock unit awards (assuming achievement of maximum performance levels).

(3)

Calculation of the weighted-average exercise price of outstanding awards includes stock options but does not include restricted stock units and performance stock units that convert to shares of common stock for no consideration.

(4)

All such shares may be issued pursuant to grants of full-value stock awards.

(5)

All remaining available securities are from the 2020 plan.

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Compensation Discussion and Analysis

The following section is a discussion and analysis of the compensation policies and decisions made in connection with compensation for our named executive officers listed below:

[MISSING IMAGE: ph_christinesacco-bw.jpg]

[MISSING IMAGE: ph_jeffreyzerillo-bw.jpg]

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

Executive Summary

OUR PERFORMANCE DURING 2022

The Company delivered solid profitability in 2022, with key fiscal year metrics as follows:

	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

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

OUR LONG-TERM STRATEGY CONTINUES TO DELIVER MULTI-YEAR STRONG OPERATING RESULTS

Despite volatility in the macroeconomic environment including COVID-19 pandemic variants, supply chain issues and high inflation, we are pleased that our long-term strategy continues to deliver multi-year strong operational results. This strategy includes maintaining our financial profile, including strong EBITDA margins and long-term sales growth through our brand-building strategy.

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Compensation Discussion and Analysis

Pay and Performance


	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

[MISSING IMAGE: tm2218122d1-bc_targetpn.jpg]

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

■

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

■

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

■

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.

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

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Compensation Discussion and Analysis

BRIEF SUMMARY OF COMPENSATION PROGRAM

Goals of the program:

■

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

■

Reinforce our strategy; 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 exceeded both its net sales target and Adjusted EBITDA goals amid one of the most challenging years in the Company’s history. The AIP targets were adjusted upward to account for the acquisition of the Akorn Consumer Health products acquisition.

■

Pursuant to the 2022 AIP, our named executive officers achieved a bonus payout equal to 172% of their target bonus, with additional upward adjustments for certain named executive officers of 10% to 20% of their target bonus 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.

■

Similarly, 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.

■

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

■

The May 2019 performance stock unit grant payout was 143% for the three-year period, fiscal 2020 through 2022. Consistent with the provisions of the plan, the payout was adjusted to eliminate any benefit in the fiscal 2022 results from the acquisition of the Akorn Consumer Health products business. The payout continues to reflect the previous fiscal 2021 adjustment that was made for certain COVID-19 pandemic affected categories in 2021.

Macroeconomic Environment

■

During fiscal 2022 we generated record revenues, earnings and free cash flow even within a backdrop of resurgences of COVID-19 variants, supply chain challenges and inflation. Consistent with our long-term strategy, we deployed capital strategically by acquiring the TheraTears® brand to add to our leading eye care portfolio, while also reducing net leverage. 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 2022 results for purposes of compensation decisions.

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Compensation Discussion and Analysis

COMPENSATION GOVERNANCE HIGHLIGHTS

We endeavor to maintain good governance standards including with respect to the oversight of our executive compensation policies and practices, as evidenced by the following policies and practices that we maintain:

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

The Compensation and Talent Management Committee’s independent compensation consultant, CAP, is retained directly by the Compensation and Talent Management Committee and performs no other consulting or other services for us.

The change in control definition contained in our 2020 LTIP is not a “liberal” definition that would be activated on mere stockholder approval of a transaction.

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

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

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

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

The Compensation and Talent Management Committee conducts an annual review of our compensation-related risk profile to ensure that compensation-related risks are not reasonably likely to have a material adverse effect on the Company.

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

Equity awards 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.

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Compensation Discussion and Analysis

What are the elements of the Company’s 2022 executive compensation program and why does the Company pay them?

The following table provides additional information regarding the various elements of our 2022 executive compensation program.

[MISSING IMAGE: tm2218122d2-tb_payelempn.jpg]

In setting pay, did the Compensation and Talent Management Committee take into consideration last year’s advisory stockholder vote on executive compensation?


	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.

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Compensation Discussion and Analysis

At the 2017 Annual Meeting of Stockholders, our stockholders expressed a preference that advisory votes on executive compensation be held on an annual basis. Consistent with this preference, the Board determined to implement an advisory vote on executive compensation on an annual basis until the next required vote on the frequency of stockholder votes on the compensation of executive officers, which will occur at the Annual Meeting of Stockholders in 2023.

What is the purpose of the Compensation Discussion and Analysis?

This Compensation Discussion and Analysis has been prepared to provide a summary of the policies and procedures established by the Company in reviewing and determining compensation for our named executive officers. Specifically, the following discussion outlines, among other things, the objectives of executive compensation, the elements of executive compensation, how determinations are made as to specific elements of, and total, executive compensation, severance and change-in-control payments, and executive officer involvement in setting executive compensation.

What is our compensation philosophy and what are the objectives of the compensation programs?

It is the intent of the Company, through the efforts of the Compensation and Talent Management Committee, to:

■ 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.

Our executive compensation philosophy is to have programs and pay levels that enable us to attract, retain and motivate talented management who will drive exceptional results for our stockholders. We accomplish this by ensuring that our executive officers are compensated in a way that considers market practice, supports good governance, and drives both company and individual performance. To ensure fair and competitive pay, the Compensation and Talent Management Committee references a peer group comprised of companies it selected based on various characteristics (as described further below) and targets the median of such peer group in setting target pay levels for the Company’s executive officers.

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

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Compensation Discussion and Analysis

Each element of executive compensation described above is determined based on:

■

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.

Through a combination of salary, incentive-based cash awards and other equity awards, the Compensation and Talent Management Committee desires to provide attractive and competitive compensation to the executive officers, a significant portion of which is contingent upon the Company’s performance.

How are the Company’s executive compensation programs structured to address the Company’s objectives?

PERFORMANCE

Our executive compensation includes a significant amount of performance-based, or at-risk, compensation. We consider compensation to be performance-based or at-risk if payment is subject to achievement of performance targets or the value received is dependent on our stock price.

The Compensation and Talent Management Committee believes that the use of performance-based or at-risk compensation allows the Company to tailor the compensation paid to our executive officers to the Company’s performance and maintain a compensation system that significantly affects executive compensation in the event the Company does not meet the pre-determined performance goals. Furthermore, utilizing threshold performance targets puts the performance units entirely at risk, which means that in the event the Company does not meet the threshold performance goals, the performance units would not be paid to the executive officers. Performance stock units are earned only if the Company achieves the pre-established three-year performance goals and the stock options only have value as the Company’s stock price increases.

Long-Term Incentive (LTI) Vehicle	% of Target LTI Value: NEOs other than CEO		% of Target LTI Value: CEO
Performance Stock Units		33%		75%
Stock Options		33%		0%
Service-based Restricted Stock Units		33%		25%

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Compensation Discussion and Analysis

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

ALIGNMENT

By motivating and incentivizing our executive officers with regard to the Company’s short- and long-term goals, the Compensation and Talent Management Committee believes that the interests of the executive officers and the Company’s stockholders are properly aligned.

Did the Compensation and Talent Management Committee use the services of an independent consultant during 2022?

Yes. The Compensation and Talent Management Committee engaged Compensation Advisory Partners (“CAP”) to conduct an analysis of the Company’s compensation levels and design for the Chief Executive Officer and the other executive officers of the Company. CAP also provided market context and advice for decisions related to incentives and other compensation practices.

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Compensation Discussion and Analysis

Does the Compensation and Talent Management Committee use a peer group of companies?

Yes. As part of its evaluation of the Company’s compensation packages, CAP recommended a group of peer companies that reflect the Company’s rapid growth and entrepreneurial business model, as well as being within a reasonable range of the Company’s revenue, EBITDA, EBITDA margin, and market capitalization. Because our core products are in the over-the-counter and personal care sector, there are relatively few companies like us. As a result, we consider companies with strong brands and similar business models as comparable peers. In addition, given our operating model and high margins, we consider strong EBITDA performance to be an important metric in selecting our peers. Based on this analysis, the Compensation and Talent Management Committee approved the following peer group:

	2022 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.

For 2022 compensation planning, the Compensation and Talent Management Committee removed from the peer group Akorn, Inc. (which filed bankruptcy and was sold to its lenders in September 2020) and AMAG Pharmaceuticals, Inc. (which was acquired in November 2020). Lannett Co and USANA Health Sciences, Inc. were added to the peer group for 2022. For 2023 compensation planning, the Compensation and Talent Management Committee added Pacira BioSciences, Inc. and Corcept Therapeutics Incorporated.

How does the Compensation and Talent Management Committee use market data from the peer group?

In determining compensation for 2022, the Compensation and Talent Management Committee reviewed and considered market data provided to it by CAP related to individual pay components (salary and target annual bonus opportunity), total cash compensation, long-term incentive target grant values, and total direct compensation, at the 25th percentile, median, and 75th percentile of the peer group. The Compensation and Talent Management Committee intends compensation to approximate the median level of compensation offered to similarly situated executive officers at companies in the Company’s peer group. While market data is an important factor in setting pay, it is not the only factor we consider. For example, an executive officer’s total compensation may be higher or lower than the market median based on the level of responsibility, individual experience and performance in a particular year. In some situations, we will also use compensation survey data as an additional point of reference for select named executive officers.

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How does the Company determine the types and amounts of executive compensation?

BASE SALARY

The Compensation and Talent Management Committee determines the base salary for our executive officers by first reviewing peer group salaries for similarly situated positions and then adjusting such salaries as necessary based on the scope of work, skills, experience, responsibilities, performance and seniority of the executive and the recommendation of the Chief Executive Officer (except in the case of his own compensation, which is determined by the Compensation and Talent Management Committee and the Board of Directors). In addition, with respect to promotions and new hires, the Compensation and Talent Management Committee considers the predecessor’s base salary. The Company views base salary as a fixed component of executive compensation that compensates the executive officer for the daily responsibilities assumed in keeping the Company operating throughout the year. The Compensation and Talent Management Committee reviews executive officers’ salaries annually at the end of the fiscal year and establishes the base salaries for the upcoming fiscal year. The base salaries paid to our named executive officers during 2022 are set forth in the “Salary” column of the Summary Compensation table later in this Proxy Statement.

In May 2022, the Compensation and Talent Management Committee approved adjustments to base salaries for 2023, as set forth below:

Name	2022 Salary			2023 Salary (% Increase effective) April 1, 2022
Mr. Lombardi		$	935,000		$	1,000,000(7.0)
Ms. Sacco		$	575,000		$	605,000(5.2)
Mr. Mekhail		$	470,000		$	500,000(6.4)
Mr. P’Pool		$	483,000		$	514,000(6.4)
Mr. Zerillo		$	335,000		$	350,000(4.5)

ANNUAL CASH INCENTIVE PLAN

The Annual Incentive Plan (“AIP”) provides our executive officers with the ability to earn additional cash compensation based on a percentage of base salary and the Company’s performance. The Company views the AIP as a performance-based component of executive compensation that motivates and incentivizes the executive officers to achieve the short-term goals of the Company and our stockholders.

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For 2022, the Compensation and Talent Management Committee chose the following as the corporate financial goals for the AIP:

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.

Typically, no bonuses are payable under the AIP unless the Company achieves threshold performance for one of the goals set for net sales or Adjusted EBITDA. If the Company achieves both of these threshold goals, then each of our named executive officer’s bonus is subject to a maximum award of 200% of their target bonus based on achievement with respect to the Company performance factors. The award will be subject to an additional individual performance factor that may be added to and raise the total annual bonus for the executive above 200% of their target bonus up to the maximum of the individual award factor of 20%. The Compensation and Talent Management Committee identified a target bonus, expressed as a percentage of their base salary, for each named executive officer, which for 2022 were as follows:

■

Mr. Lombardi, 100%

■

Ms. Sacco, 60%

■

Mr. Mekhail, 50%

■

Mr. P’Pool, 50%

■

Mr. Zerillo, 40%

The following table reflects the 2022 net sales, Adjusted EBITDA and payout levels approved by the Compensation and Talent Management Committee that correspond to the threshold, target and maximum performance by the Company. The named executive officers may earn no payment (if performance is below threshold) or a payment on a sliding-scale between the minimum (threshold) amount and the maximum amount, inclusive of the target amount based on the Company’s performance. The AIP targets were adjusted upward to account for the planned net sales of $40 million and planned Adjusted EBITDA of $13.3 million from the acquired Akorn Consumer Health products business. There were no adjustments made to the AIP results at year end related to the COVID-19 pandemic.

			Performance Level/ Payout (mil)
Metric	Weighting		Threshold (50%)			Target (100%)			Maximum (200%)
AIP net sales		50%		$	902.7		$	1,003.0		$	1,103.3
AIP Adjusted EBITDA		50%		$	312.2		$	346.9		$	381.6

Following the close of the fiscal year, the Compensation and Talent Management Committee assesses the Company’s performance against the pre-determined performance targets and determines the amount, if any, of bonus earned by the executive officers. To be eligible to receive cash incentive compensation, the executive must be employed with the Company at the time payments are made by the Company. Despite a very challenging macroeconomic environment, our 2022 net sales and Adjusted EBITDA for the Company were $1086.8 million and $367.7 million, respectively. Based on the results of these financial metrics, our named executive officers earned 172% of their target bonus. To determine actual bonus payments, the Compensation and Talent Management Committee increased the

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bonus payout for certain named executive officers by 10% to 20% of their target bonus based on their individual performance throughout the year. When determining the adjustments to individual bonus payouts, the Compensation and Talent Management Committee considered each named executive officers’ achievement against their respective goals. Any adjustments to the payouts are linked to the goals and objectives set for the individual by the CEO or in the case of the CEO, by the Compensation and Talent Management Committee. Key achievements by our named executive officers considered by the Compensation and Talent Management Committee for 2022 included:

■

For Mr. Lombardi, our President and Chief Executive Officer, (a) successfully lead the Company through the challenging macroeconomic environment created by COVID-19 variants, supply chain challenges, and inflation and delivered strong financial performance with results ahead of budget for Sales, EBITDA and EPS, (b) managed organization in work from home environment due to the COVID-19 pandemic with no interruption to the business and increased productivity, (c) successfully lead acquisitions and integrations of TheraTears/Akorn Consumer Health and Zaditen products businesses, (d) delivered cash flow in excess of $250 million with significant debt paydown with leverage at targeted level by year end, and (e) directed 3-year roadmap for Company’s ESG initiatives, including Diversity, Equity and Inclusion plan within the organization.

■

For Ms. Sacco, our Chief Financial Officer, (a) helped successfully lead the Company through the challenging macroeconomic environment created by COVID-19 variants, supply chain challenges, and inflation and delivered a financial performance with strong results ahead of budget for Sales, EBITDA and EPS, (b) successfully completed due diligence, financing and integration of TheraTears/Akorn Consumer Health and Zaditen products acquisitions, (c) delivered cash flow in excess of $250 million with significant debt paydown with leverage at targeted level by year end, (d) worked within the finance function on maintaining and strengthening procedures and policies in support of effective controls, while helping to drive profitable growth, (e) continued enhancements in information management, technology and cybersecurity and (f) maintained strong investor relations program.

■

For Mr. Mekhail, our Executive Vice President of Marketing & Sales, (a) successfully drove North American financial performance in the challenging macroeconomic environment created by COVID-19 variants, supply chain challenges, and inflation and delivered results ahead of budget for Sales, EBITDA and EPS, (b) delivered strong sales and profit growth in ecommerce channels, (c) continued to strengthen marketing and sales team, (d) managed organization in work from home environment due to the COVID-19 pandemic with no interruption to the business and increased productivity, and (e) successfully completed due diligence and integration of TheraTears/Akorn Consumer Health products business.

■

For Mr. P’Pool, our Senior Vice President, General Counsel and Corporate Secretary, (a) strong performance in providing legal advice to the Board and senior management particularly with regard to management of operations in context of the COVID-19 variants, supply chain challenges, and inflation, (b) successfully led completion of due diligence, negotiation and closing of TheraTears/Akorn Consumer Health products and Zaditen acquisitions, (c) created 3-year roadmap for Company’s ESG initiatives, (d) strengthened the organization in terms of business conduct, compliance and control, and (e) managed the legal function to support the Company’s results in the challenging environment and secured, protected and defended the Company’s legal rights and interests.

■

For Mr. Zerillo, our Senior Vice President, Operations, (a) successfully managed supply chain to minimize disruption to the business during challenging environment created by COVID-19 variants, supply chain challenges, and inflation, (b) continued to expand and improve performance of, primary logistics and warehouse provider resulting in significant savings and gross margin improvement, (c) effectively delivered productivity and savings at target despite significant difficulties created by labor, supply chain and inflationary pressures, (d) contributed to driving the company’s financial performance with results ahead of budget for Sales, EBITDA and EPS, (e) continued evolution of the Company’s manufacturing partner network capabilities to support business growth, and (f) successfully completed due diligence and integration of TheraTears/Akorn Consumer Health products business.

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The following table reflects each named executive officer’s target bonus and actual payout.

Name	Target Bonus			Company Performance Payout (172% of Target Bonus)			Individual Performance Adjustment			Total Payout
Mr. Lombardi		$	935,000		$	1,608,200		$	141,800		$	1,750,000
Ms. Sacco		$	345,000		$	593,400		$	89,010		$	682,410
Mr. Mekhail		$	235,000		$	404,200		$	80,840		$	485,040
Mr. P’Pool		$	241,500		$	415,380		$	41,538		$	456,918
Mr. Zerillo		$	134,000		$	230,480		$	0		$	230,480

The 2022 AIP payouts to our named executive officers also are set forth in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation table later in this Proxy Statement.

EQUITY AWARDS

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

Overall Philosophy and Objectives Regarding Equity Awards

The Company views the above-mentioned equity awards as components of executive compensation that motivate and incentivize management to achieve the long-term performance goals (including stock price appreciation) of the Company and our stockholders.

The Compensation and Talent Management Committee believes equity-based incentive compensation aligns executive and stockholder interests because:

■

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

■

paying a significant portion of executive compensation with long-term incentive-based compensation motivates and incentivizes the executive officers to meet the long-term performance goals set by the Compensation and Talent Management Committee; and

■

the executive officers will hold significant amounts of equity in the Company as required by the Company’s Stock Ownership Guidelines and will be motivated to increase stockholder value over the long-term.

In May 2021, following discussions with CAP and review of the benchmarking data for our executive officers, the Compensation and Talent Management Committee increased target award values for each executive in 2021 to move each closer to the median of the peer group. Target award values increased, as provided in the table below.

Name	2022 Targeted Award Value			% Increase from 2021
Mr. Lombardi		$	3,300,000		7.3
Ms. Sacco		$	950,000		21.0
Mr. Mekhail		$	475,000		8.0
Mr. P’Pool		$	498,000		6.0
Mr. Zerillo		$	338,000		5.6

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For our CEO, the Compensation and Talent Management Committee allocated approximately three-quarters of his targeted equity award value to performance stock units and the remaining one-quarter to restricted stock units. For our other named executive officers, the Compensation and Talent Management Committee allocated approximately one-third of the targeted equity award value to performance stock units, stock options and restricted stock units. In each case, the actual number of options and stock units granted was determined by dividing the allocated dollar value by the Black-Scholes value, in the case of the stock options, and the closing price of the Company’s common stock on the grant date, in the case of stock units. The 2022 equity grants to our named executive officers are set forth in the Grants of Plan-Based Awards table later in this Proxy Statement.

Vesting Criteria for Equity Awards

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

For 2022, the Compensation and Talent Management Committee chose the following as the corporate financial goals for the 3-year Performance Stock Units:

Metric	Weighting	Definition	Rationale for Selection
Cumulative Net Sales	50%	The Company’s cumulative annual “Net Sales,” as reported in the Company’s audited financial statements for the 3-year performance period, adjusted to exclude divestitures, acquisitions, changes in accounting policy and other adjustments deemed appropriate by the Committee.	Drive consistent top-line growth over time
Cumulative EBITDA	50%	Company’s cumulative reported net earnings (loss) excluding earnings (loss) from discontinued operations, net of the provision (benefit) for income taxes, net of interest income and expense, net of depreciation and amortization. EBITDA for the 3-year performance period is adjusted to exclude divestitures, acquisitions, costs associated with integration, transition, purchase accounting, impairment charges, changes in accounting policy and other adjustments deemed appropriate by the Committee.	Drive stockholder value creation in terms of growth of earnings per share and free cash flow.

Treatment Upon Retirement. Our LTIP provides that, upon an employee’s retirement, the Compensation and Talent Management Committee, may at its discretion, accelerate the vesting of an employee’s outstanding awards. The Compensation and Talent Management Committee approved a “Rule of 62” policy for long-term equity awards granted in 2019 and beyond. Pursuant to the “Rule of 62,” if an employee retires from the Company with at least five years of service and a total of age and years of service at retirement equal to or greater than 62, then his or her outstanding awards will vest, based on actual company performance at the end of the 3-year performance period in the case of

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performance units, and in each case prorated based upon the employee’s length of employment during the vesting or performance period, as applicable. In each case the employee must give at least six months’ notice prior to retirement.

Severance and Change in Control Provisions. Our LTIP provides that the Compensation and Talent Management Committee may, at its discretion, decide to vest the non-vested portion of a grantee’s restricted stock units or stock option award if a grantee’s employment is terminated due to death, disability or retirement. All non-vested equity awards that are assumed in connection with a change of control vest only after both the change in control event and the employee’s subsequent termination and, in the case of awards that are not assumed in connection with the change in control, such non-vested equity awards will vest on the change in control. For additional information regarding severance and change-in-control payments that the Company may be obligated to pay to a named executive officer in the future due to the termination of his employment pursuant to the Company’s Executive Severance Plan, please see the sections titled “Executive Compensation and Other Matters — Potential Payments Upon Termination or Change in Control,” “Executive Compensation and Other Matters — Employment Agreements” and “Executive Compensation and Other Matters — Additional Vesting Provisions” contained elsewhere in this Proxy Statement.

May 2019 Performance Stock Unit Award Payout

The May 2019 performance stock unit grant resulted in a payout of 143% for the three-year performance period FY 2020- 2022 as set out below:

	Adjusted Results			Target
3-Year Cumulative Sales		$	3,017.3		$	2,894.0
3-Year Cumulative EBITDA		$	1,042.2		$	999.0

Performance Multiplier 143%

The Performance Multiplier resulted in the distribution of 107,916 shares to Mr. Lombardi, 12,243 shares to Ms. Sacco, 7,331 shares to Mr. P’Pool and 4,990 shares to Mr. Zerillo from their May 2019 performance stock unit grants. Mr. Mekhail did not receive a grant of performance stock units in 2019.

Although the Company incurred numerous unanticipated expenses and other volatility resulting from the macroeconomic environment including the pandemic, supply chain issues and inflation, no upward adjustments were factored into the Performance Grant Payout for fiscal year 2022 results. The results were adjusted to remove any benefit from the Akorn Consumer Health products acquisition and continue to reflect the prior year adjustment to fiscal 2021 results made by the Committee related to the pandemic. The Company sets aggressive goals as this was the first above target payout of performance shares since the program’s inception. Please refer to Appendix A for a reconciliation of Non-GAAP Adjusted Total Net Sales to GAAP Total Revenues and Non-GAAP Adjusted EBITDA to GAAP Net Income used to determine our May 2019 Performance Grant Payout.

When does the Company typically grant equity awards?

The Company generally grants equity awards to its employees as soon as practicable after the beginning of a fiscal year, typically at its first regularly scheduled Board meeting in the new fiscal year. The equity awards are granted after the Chief Executive Officer has presented a proposed structure and level of awards and the Compensation and Talent Management Committee has fully reviewed all aspects of the awards, including the value of the awards and the vesting period. The awards are valued at the market closing price on the day of grant.

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Are the Company’s directors and executive officers required to own a minimum amount of the Company’s common stock?

Yes. The Board of Directors adopted Stock Ownership Guidelines for the directors and executive officers of the Company to align their interests with the Company’s stockholders. Each person subject to the Stock Ownership Guidelines is expected to be fully compliant with the guidelines by the date of the first Annual Meeting of Stockholders following the fifth anniversary of the date of employment as an executive officer of the Company or, for directors, the date of election to the Board. The following equity interests are included for purposes of determining compliance with the Stock Ownership Guidelines:

■

shares of the Company purchased on the open market or in privately negotiated transactions;

■

shares of the Company acquired by inheritance or gift or held by immediate family members or in trust for the benefit of the employee or family member;

■

after-tax shares of the Company acquired through vested restricted stock units and performance stock units;

■

60% of vested options to the extent in-the-money — reflecting the approximate after-tax value of those shares; and

■

60% of unvested restricted stock units and performance stock units that cliff vest, prorated to the extent full years of completed service or periods of performance, as applicable, at current projected performance multiple — reflecting the approximate after-tax value of those shares.

The following equity interests are not included for purposes of determining compliance with the Stock Ownership Guidelines:

■

unvested restricted stock and restricted stock units, except as provided above;

■

unvested stock options; and

■

vested but not “in-the-money” stock options.

The Stock Ownership Guidelines are summarized as follows:

[MISSING IMAGE: tm2218122d2-tbl_officepn.jpg]

If an director or executive is below the ownership requirement, until the specified level is met, the director or officer will be required to retain 50 percent of the net, after-tax value of any equity received from the Company’s equity plan until the individual meets the guideline. All directors and executives are in compliance with the guidelines or are within the five-year transition period. The CEO exceeds his guideline even excluding pro-rated performance stock units.

Does the Company have a policy regarding hedging or pledging Company securities?

Yes. The Company’s Insider Trading Policy prohibits hedging and limits any pledging by the Company’s directors, executive officers and employees.

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Does the Company have a policy regarding the recovery of incentive-based compensation paid to executive officers if the Company restates its financial statements?

Yes. Pursuant to the Clawback Policy, in the event that the Company is required to restate its financial statements due to material non-compliance with any financial reporting requirement under the U.S. federal securities laws, the Company will, subject to the terms of the Clawback Policy, seek to recover from senior management any incentive- based compensation that was paid to or received by, or is to be paid to, senior management for the three years immediately preceding the period for which the Company is required to restate its financial statements, insofar as such incentive compensation is a result of errors within the financial statements that are required to be restated. The amount of the incentive-based compensation that the Company will seek to recover is the difference between the amount of the incentive-based compensation received by senior management based on the erroneous financial statements and the amount of incentive-based compensation that would have been paid to senior management based on the financial statements as restated. Notwithstanding the foregoing, the Company is not obligated to pursue any recovery if the Board of Directors or applicable committee determines that the recovery amount is de minimis to the Company or the expected cost of recovery will exceed the amount to be recovered.

What are the respective roles of the Compensation and Talent Management Committee, its consultant and the Company’s executive officers in determining executive compensation?

Executive Officer Compensation. Mr. Lombardi, our President and Chief Executive Officer, with the assistance of certain members of senior management, participated in discussions with, and made recommendations to, the Compensation and Talent Management Committee regarding the setting of base salaries and cash and equity incentive plan compensation for the other executive officers. Mr. Lombardi was assisted by certain members of senior management and CAP in reviewing the competitive landscape for executive talent and structuring the types and levels of executive compensation for review by the Compensation and Talent Management Committee.

Chief Executive Officer Compensation. The Compensation and Talent Management Committee and the Board of Directors are responsible for establishing the CEO’s compensation package. The Compensation and Talent Management Committee consulted with CAP, its independent compensation consultant, in determining the compensation to be awarded to Mr. Lombardi in 2022, and in determining his compensation program for 2023.

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Committee Report

Compensation and Talent Management
Committee Report

This Compensation and Talent Management Committee report shall not be deemed incorporated by reference by any general statement incorporating by reference this Proxy Statement into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except to the extent that we specifically incorporate this information by reference, and shall not otherwise be deemed filed under the Securities Act and the Exchange Act.

The Compensation and Talent Management Committee has reviewed and discussed the Compensation Discussion and Analysis with management. Based on its review and discussions of the Compensation Discussion and Analysis with management, the Compensation and Talent Management Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference into our Annual Report on Form 10-K for 2022.

MEMBERS OF THE 2022 COMPENSATION AND TALENT MANAGEMENT COMMITTEE

Dawn M. Zier (Chair)
John E. Byom
Celeste A. Clark
Natale S. Ricciardi

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Executive Compensation and Other Matters

Who are our Executive Officers?

Our executive officers are as follows:

Ronald M. Lombardi

Chairman of the Board,
President and Chief Executive Officer

Age: 58

CAREER HIGHLIGHTS:

Ronald M. Lombardi was elected Chairman of the Board in May 2017 and has served as a director and as President and Chief Executive Officer of the Company since June 2015. He served as Chief Financial Officer of the Company from December 2010 until November 2015. Prior to joining the Company, from October 2010 to December 2010, Mr. Lombardi was employed by Medtech Group Holdings, a components and contract medical device manufacturer, as Chief Financial Officer. From October 2009 to October 2010, Mr. Lombardi served as the Chief Financial Officer of Waterbury International Holdings, a specialty chemical and pest control business. Mr. Lombardi was employed by Cannondale Sports Group, a sporting goods and apparel manufacturing company, as Chief Operating Officer from August 2008 to October 2009 and as Senior Vice President and Chief Financial Officer from March 2004 to August 2008. From 2000 to 2004, Mr. Lombardi served in various roles at Gerber Scientific Inc., including Vice President and Chief Financial Officer of Gerber Scientific Inc.’s Gerber Coburn Optical Division and Director of Financial Planning and Analysis of Gerber Scientific Inc. Mr. Lombardi was also previously employed by Emerson Electric, Scovill Fasteners, Inc. and Go/Dan Industries. Mr. Lombardi currently serves as Chair of the Audit Committee on the board of ACCO Brands Corporation. Mr. Lombardi received a B.S. from Springfield College and an M.B.A. from American International College and has been a licensed CPA.

	Christine Sacco Chief Financial Officer Age: 47			CAREER HIGHLIGHTS: Christine Sacco was appointed to the position of Chief Financial Officer for the Company in September 2016. Ms. Sacco joined the Company from Boulder Brands, Inc., a health and wellness food manufacturer, where she served as the Chief Financial Officer and Treasurer from January 2012 to January 2016 and Vice President and Controller from January 2008 to January 2012, including Principal Accounting Officer from January 2011 to March 2012. From October 2002 until January 2008, she held positions of increasing financial responsibility with Alpharma, Inc., a global specialty pharma company, where she last held the position of Vice President, Treasurer. Ms. Sacco began her career with Ernst & Young and worked for five years in the Audit and Assurance group. She holds a B.S. in accounting from St. Thomas Aquinas College and has been a licensed CPA.

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William C.
P’Pool

Senior Vice President,
General Counsel and Corporate Secretary

Age: 56

CAREER HIGHLIGHTS:

William C. P’Pool was appointed to the position of Senior Vice President, General Counsel and Corporate Secretary for the Company in November 2016. From June 2004 to April 2015, Mr. P’Pool served as Senior Vice President, General Counsel and Corporate Secretary at Mead Johnson Nutrition Company, a nutritional products company. From May 2001 to June 2004, Mr. P’Pool served as a Senior Counsel and Director of Legal Services at Yum! Brands, Inc. From 1991 to 2001, he served in legal roles of increasing responsibility at GrafTech International and Service Merchandise Company, among others. He earned a B.S. in business from Murray State University and a J.D. from the University of Kentucky.

Adel Mekhail

Executive Vice President,
Marketing & Sales

Age: 61

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: 61

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.

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Summary Compensation Table

The following table includes information regarding the compensation paid or awarded to the named executive officers listed below during our fiscal years ended March 31, 2022, 2021 and 2020. We have no applicable qualified pension or deferred compensation plans and, therefore, have omitted the column regarding compensation under such plans.

Name and Principal Position	Fiscal Year		Salary ($)		Bonus ($)	Stock Awards ($)(2)		Option Awards ($)(3)		Non-Equity Incentive Plan Compensation ($)(4)		All Other Compensation ($)		Total ($)
Ronald M. Lombardi Chairman, President, and Chief Executive Officer		2022		937,321			3,299,970		0		1,750,000		44,226(5)		6,031,517
		2021		887,739			3,127,475		0		1,085,000		47,819(5)		5,148,033
		2020		875,000			3,075,000		0		1,055,000		46,679(5)		5,051,679
Christine Sacco Chief Financial Officer		2022		565,809			633,298		316,669		682,410		13,219(6)		2,211,405
		2021		530,704			529,294		261,670		429,624		13,020(6)		1,764,312
		2020		522,675			523,309		261,671		394,000		13,820(6)		1,715,475
Adel Mekhail Executive Vice President, Sales and Marketing		2022		473,308			316,694		158,335		485,040		13,117(6)		1,446,494
		2021		447,315			296,712		146,672		299,676		12,960(6)		1,203,335
		2020		390,076			219,994		219,994		225,000(1)		13,200(6)		1,068,264
William C. P’Pool Senior Vice President, General Counsel and Corporate Secretary		2022		485,226			332,032		166,002		456,918		13,196(6)		1,453,374
		2021		464,985			316,888		156,668		259,675		12,962(6)		1,211,178
		2020		457,750			313,362		156,668		265,000		12,960(6)		1,205,740
Jeffrey Zerillo Senior Vice President, Operations		2022		337,248			225,374		112,661		230,480		13,156(6)		918,885
		2021		321,969			215,762		106,668		143,871		10,129(6)		798,399
		2020		316,725			213,325		106,668		153,000		10,689(6)		800,407

(1)

Mr. Mekhail’ s 2020 bonus payout reflects a proration from his start date of May 13, 2019.

(2)

Reflects the grant date fair value of restricted stock unit awards and performance stock unit awards, determined in accordance with Financial Accounting Standards Board ASC Topic 718 Stock Compensation (“FASB ASC Topic 718”). The fair value of the restricted stock unit awards and performance stock unit awards is based on the market value of the Company’s common stock on the grant date. The grant date value of the performance stock unit awards was computed by multiplying (i) the target number of performance stock units awarded to each named executive officer, which was the assumed probable outcome as of the grant date, by (ii) the grant date fair value used for financial reporting purposes. With regard to the 2021 stock value, the amount reflected in this table differs slightly from the grant value approved by the Committee on May 4, 2020 (as reflected on page 47 of this proxy) because the grant date fair value of the PSUs determined in accordance with applicable accounting rules could not be determined until February 1, 2021, which is the date that the Committee set the applicable performance goals. On February 1, 2021, the Company’s stock price was $40.89, as compared to $39.98 on May 4, 2020, resulting in a greater grant date value for accounting purposes. Assuming, instead, that the highest level of performance would be achieved, the grant date fair values of the performance stock units would have been as follows: Mr. Lombardi, $4,612,482 (2020) and $4,717,479 (2021) and $4,949,976 (2022); Ms. Sacco $523,310 (2020) and $535,250 (2021) and $633,298 (2022); Mr. Mekhail $300,051 (2021) and $316,694 (2022); Mr. P’Pool, $313,362 (2020) and $320,414 (2021) and $332,032 (2022) ; and Mr. Zerillo, $213,308 (2020) and $218,189 (2021) and $225,374 (2022).

(3)

Reflects the grant date fair value of stock option awards, determined in accordance with FASB ASC Topic 718. The fair value of each stock option award was estimated on the date of grant using the Black-Scholes Option Pricing Model (“Black-Scholes Model”). The Black-Scholes Model uses certain assumptions about expected volatility of the Company’s common stock, the expected term of the stock options and risk-free interest rates. For additional information regarding the assumptions used in the Black-Scholes Model for options granted in 2022, 2021 and 2020, please see Note 13 to the financial statements contained in our Annual Report on Form 10-K for 2022, which is included in the Annual Report to Stockholders accompanying this Proxy Statement.

(4)

Reflects annual cash incentive awards, which are accrued and reflected in the Summary Compensation table for the fiscal year in which earned but are paid promptly after the completion of the audit of the Company’s financial statements for such fiscal year.

(5)

Reflects a matching contribution by the Company on Mr. Lombardi’s behalf to the Company’s 401(k) plan ($13,219) and expenses related to the use of corporate housing leased by the Company in the amount of $ 31,007 (2022). The aggregate incremental cost to the Company of providing the corporate housing is based on the actual cost of the lease and utilities for the fiscal year.

(6)

Reflects a matching contribution by the Company on the named executive officer’s behalf to the Company’s 401(k) plan.

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Grants of Plan-Based Awards in 2022

The following Grants of Plan-Based Awards table provides additional information regarding non-equity and equity incentive plan awards granted to the named executive officers during 2022. The non-equity incentive plan awards were granted pursuant to the 2022 AIP and the equity incentive plan awards were granted pursuant to 2020 LTIP. The equity incentive plan awards were comprised of performance stock units, restricted stock units and stock options.

			Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)						Estimated Future Payouts Under Equity Incentive Plan Awards(2)						All Other Stock Awards: Number of Shares or Stock of Units (#)(3)		All Other Option Awards: Number of Securities Underlying Options (#)(4)		Exercise or Base Price of Option Awards ($/Sh)		Grant Date Fair Value of Stock and Option Awards ($)(5)
Name	Grant Date		Threshold ($)		Target ($)		Maximum ($)		Threshold (#)		Target (#)		Maximum (#)						Exercise or Base Price of Option Awards ($/Sh)		Grant Date Fair Value of Stock and Option Awards ($)(5)
Mr. Lombardi				467,500		935,000		1,870,000
		5/3/2021														18,610						824,981
		5/3/2021								27,916		55,831		111,662								2,474,988
Ms. Sacco				172,500		345,000		690,000
		5/3/2021																21,930		44.33		316,669
		5/3/2021														7,143						316,649
		5/3/2021								3,572		7,143		14,286								316,649
Mr. Mekhail				117,500		235,000		470,000
		5/3/2021																10,965		44.33		158,335
		5/3/2021														3,572						158,347
		5/3/2021								1,786		3,572		7,144								158,347
Mr. P’Pool				120,750		241,500		483,000
		5/3/2021																11,496		44.33		166,002
		5/3/2021														3,745						166,016
		5/3/2021								1,873		3,745		7,490								166,016
Mr. Zerillo				67,000		134,000		268,000
		5/3/2021																7,802		44.33		112,661
		5/3/2021														2,542						112,687
		5/3/2021								1,271		2,542		5,084								112,687

(1)

Reflects threshold, target and maximum opportunities for annual incentive plan awards, as described in further detail in the “Compensation Discussion and Analysis.”

(2)

Reflects performance stock units, which may be earned based on the achievement of 3-year cumulative adjusted sales and EBITDA targets, as described in further detail in the “Compensation Discussion and Analysis.”

(3)

Reflects restricted stock units, which vest in three equal annual installments commencing on the first anniversary of the date of grant for the restricted stock units.

(4)

Reflects stock options granted to the named executive officers other than Mr. Lombardi, which vest in three equal annual installments commencing on the first anniversary of the date of grant.

(5)

Reflects the grant date fair value of the performance stock units, restricted stock units and stock options, determined in accordance with FASB ASC Topic 718.

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Outstanding Equity Awards at 2022 Fiscal Year-End

The following table summarizes the equity awards granted to the named executive officers that were outstanding as of March 31, 2022.

	Option Awards								Stock Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable		Option Exercise Price ($)		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested (1)($)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (1)($)
Mr. Lombardi										18,610(16)		985,213		111,662(19)		5,911,386
										12,819(15)		678,638		115,370(18)		6,107,688
										8,385(13)		443,902
		39,387(6)		0(6)		56.11		5/8/2027		107,916(17)		5,713,073
		53,725(7)		0(7)		57.18		5/9/2026
		32,800(2)		0(2)		33.50		5/12/2024
		38,793(3)		0(3)		29.94		5/14/2023
Ms. Sacco		0(12)		21,930(12)		44.33		5/3/2031		7,143(16)		378,150
		6,868(11)		13,736(11)		39.98		5/4/2030		4,363(15)		231,030		14,286(19)		756,301
		16,458(9)		8,228(9)		30.56		5/6/2029		2,854(13)		151,091		13,090(18)		692,985
		24,788(8)		0(8)		29.46		5/7/2028
		11,283(6)		0(6)		56.11		5/8/2027		12,243(17)		648,145
		25,746(4)		0(4)		47.39		9/12/2026
Mr. Mekhail		0(12)		10,965(12)		44.33		5/3/2031		3,572(16)		189,102
		3,849(11)		7,700(11)		39.98		5/4/2030		2,446(15)		129,491		7,144(19)		378,203
		0(10)		21,194(10)		30.19		5/13/2029		7,287(14)		385,774		7,338(18)		388,474
Mr. P’Pool		0(12)		11,496(12)		44.33		5/3/2031		3,745(16)		198,260
		4,112(11)		8,224(11)		39.98		5/4/2030		2,613(15)		138,332		7,490(19)		396,521
		9,854(9)		4,926(9)		30.56		5/6/2029		1,709(13)		90,474		7,836(18)		414,838
		13,862(8)		0(8)		29.46		5/7/2028
		6,333(6)		0(6)		56.11		5/8/2027		7,331(17)		388,103
		13,683(5)		0(5)		50.06		11/14/2026
Mr. Zerillo		0(12)		7,802(12)		44.33		5/3/2031		2,542(16)		134,573
		2,799(11)		5,600(11)		39.98		5/4/2030		1,779(15)		94,180		5,084(19)		269,147
		6,708(9)		3,355(9)		30.56		5/6/2029		1,164(13)		61,622		5,336(18)		282,488
		10,078(8)		0(8)		29.46		5/7/2028
										4,990(17)		264,171

(1)

Reflects the value of restricted stock units or performance stock units, which was calculated using $52.94 per share, the closing price of the Company’s common stock on the NYSE on March 31, 2022, the last trading day of 2022.

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Outstanding Equity Awards at 2022 Fiscal Year-End

(2)

Reflects stock options granted to the named executive officer on May 12, 2014, which vested in approximately three annual equal annual installments on May 12, 2015, 2016 and 2017.

(3)

Reflects stock options granted to the named executive officer on May 14, 2013, which vested in approximately three equal annual installments on May 14, 2014, 2015 and 2016.

(4)

Reflects stock options granted to Ms. Sacco on September 12, 2016, which vested in approximately three equal installments on September 12, 2017, 2018 and 2019.

(5)

Reflects stock options granted to Mr. P’Pool on November 14, 2016, which vested in approximately three equal installments on November 14, 2017, 2018 and 2019.

(6)

Reflects stock options granted to the named executive officer on May 8, 2017, which vested in approximately three equal installments on May 8, 2018, 2019 and 2020.

(7)

Reflects stock options granted to the named executive officer on May 9, 2016, which vested in three equal annual installments on May 9, 2017, 2018 and 2019.

(8)

Reflects stock options granted to the named executive officer on May 7, 2018, which vested in approximately three equal installments on May 7, 2019, 2020 and 2021.

(9)

Reflects stock options granted to the named executive officer on May 6, 2019, which vested in approximately three equal installments on May 6, 2020, 2021 and 2022.

(10)

Reflects stock options granted to the named executive officer on May 13, 2019, which vested on May 13, 2022.

(11)

Reflects stock options granted to the named executive officer on May 4, 2020, which vest in approximately three equal installments on May 4, 2021, 2022 and 2023.

(12)

Reflects stock options granted to the names officer on May 3, 2021, which vest in approximately three equal installments on May 3, 2022, 2023 and 2024.

(13)

Reflects restricted stock units granted to the named executive officer on May 6, 2019, which vested in approximately three equal installments on May 6, 2020, 2021 and 2022.

(14)

Reflects restricted stock units granted to the named executive officer on May 13, 2019, which vested on May 13, 2022.

(15)

Reflects restricted stock units granted to the named executive officer on May 4, 2020, which vest in approximately three equal installments on May 4, 2021, 2022 and 2023.

(16)

Reflects restricted stock units granted to the named executive officer on May 3, 2021 which vest in approximately three equal installments on May 3, 2022, 2023 and 2024.

(17)

Reflects performance stock units granted to the named executive officer on May 6, 2019, which vested on May 6, 2022 based on achievement of goals related to adjusted earnings per share growth, adjusted cash flow productivity and relative total shareholder return, as described in further detail in the “Compensation Discussion and Analysis”.

(18)

Reflects performance stock units granted to the named executive officer on May 4, 2020, which are eligible to vest on May 4, 2023 based on achievement of goals related to adjusted earnings per share growth, adjusted cash flow productivity and relative total shareholder return, as described in further detail in the “Compensation Discussion and Analysis”. The number of performance stock units reported reflect an assumed level of achievement of fiscal 2021-2023 performance goals based on the Company’s performance as of March 31, 2022.

(19)

Reflects performance stock units granted to the named executive officer on May 3, 2021, which are eligible to vest on May 3, 2024 based on achievement of goals related to adjusted earnings per share growth, adjusted cash flow productivity and relative total shareholder return, as described in further detail in the “Compensation Discussion and Analysis”. The number of performance stock units reported reflect an assumed level of achievement of fiscal 2022-2024 performance goals based on the Company’s performance as of March 31, 2022.

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Potential Payments upon Termination or

Change in Control

Potential Payments upon Termination or
Change in Control

Employment Agreements

Do any named executive officers have employment agreements or other written employment arrangements?

No. On October 30, 2017, the Compensation and Talent Management Committee approved the Prestige Consumer Healthcare Inc. Executive Severance Plan (“ESP”), in order to better reflect current compensation practices and trends by transitioning away from individual agreements with our executive officers. In connection with the adoption of the ESP, the Company provided written notice of its election to not renew the term of its employment agreement in place with Mr. Lombardi. Similarly, the Company provided written notice to its executive officers who were party to an offer letter (including Ms. Sacco and Mr. P’Pool) that the severance terms contained in their offer letters with the Company were of no further force and effect upon their commencement of participation in the ESP.

What are the terms of the Amended and Restated Executive Severance Plan?

On October 29, 2018, the Compensation and Talent Management Committee amended the executive severance plan to modify certain benefits payable in the event of a Change in Control, as defined in the plan. Pursuant to the terms of the plan, the Compensation and Talent Management Committee will, in its sole discretion, select eligible employees for participation in the and designate such employees as Tier One or Tier Two participants, subject to timely execution of a participation letter agreement. Pursuant to the terms of the letter agreement, the participants will agree to be bound by the terms and conditions of the executive severance plan and the letter agreement. The Compensation and Talent Management Committee designated Mr. Lombardi as a Tier One participant and certain other executive officers as Tier Two participants, including Messrs. Mekhail, P’Pool and Zerillo and Ms. Sacco.

The executive severance plan provides for the payment of severance and other benefits to participants in the event of their termination of employment by the Company without cause or resignation for good reason, each as defined in the executive severance plan.

In the event of a termination of employment by the Company without cause or resignation for good reason prior to a change in control, the executive severance plan provides the following payments and benefits to the participant:

■

a prorated annual incentive payment in respect of the participant’s service during the fiscal year in which his or her date of termination occurred based on actual performance results for such fiscal year;

■

severance equal to a multiple (1.5, in the case of a Tier One participant, and 1, in the case of a Tier Two participant), of the sum of the participant’s annual base salary plus his or her target annual incentive, payable over a period of twelve months, in accordance with the Company’s regular payroll practices; and

■

payment of COBRA premiums for a period of twelve months.

In the event of a termination of employment by the Company without cause or resignation for good reason upon or within 24 months following a change in control, the executive severance plan provides the following payments and benefits to the participant:

■

severance equal to a multiple (2.5, in the case of a Tier One participant, and 2, in the case of a Tier Two participant), of the sum of the participant’s annual base salary plus his or her target annual incentive, payable in a lump sum upon termination; and

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Potential Payments upon Termination or

Change in Control

■

payment of COBRA premiums for a period of eighteen months;

■

and (iv) outplacement services suitable to participant’s position.

The executive severance plan provides that in the event that the payments described above would, if paid, be subject to excise taxes that may be imposed on excess parachute payments under Section 4999 of the Internal Revenue Code of 1986, as amended, then the payments will be reduced to the extent necessary so that no portion of the payments is subject to the excise tax, provided that net amount of the reduced payments, after giving effect to income tax consequences, is greater than or equal to the net amount of the payments without such reduction, after giving effect to the excise tax and income tax consequences.

In order to be entitled to severance payments and benefits, the participant will be required to comply with the terms and conditions of the executive severance plan and the letter agreement, including, without limitation, a requirement to execute a release and waiver of all claims in favor of the Company and comply with certain post-employment covenants, including a confidentiality covenant and a covenant not to compete with the Company or solicit the Company’s employees for eighteen months, in the case of a Tier One participant, or twelve months, in the case of a Tier Two participant, following termination of employment.

The Compensation and Talent Management Committee may amend or terminate the executive severance plan at any time; provided that:

■

no such action may impair the rights of a participant who previously has incurred a Qualifying Termination without his or her consent; and

■

the executive severance plan may not be terminated or amended after a change in control of the Company in any manner that would adversely affect the benefits available to any participant in the executive severance plan.

What are the special vesting provisions for equity awards?

Both our 2005 LTIP and 2020 LTIP provides that the Compensation and Talent Management Committee may, at its discretion, decide to vest the non-vested portion of a grantee’s restricted stock units or stock option award if a grantee’s employment is terminated due to death, disability or retirement. In connection with a change of control event, non-vested equity awards are treated as follows:

■

If (i) a change in control occurs while the employee is employed by us, and (ii) the equity award is not assumed by the surviving entity or otherwise equitably converted or substituted in connection with the change in control, then the equity award will become fully-vested as of the date of the change in control.

■

If (i) a change in control occurs while the employee is employed by us, and (ii) the equity award is assumed by the surviving entity or otherwise equitably converted or substituted in connection with the change in control in a manner approved by our Board, then the equity award will become fully-vested if within twenty- four (24) months following the change in control, the participant’s employment is terminated by the Company other than for cause, disability or death or the participant resigns for good reason (as such terms are defined in the applicable award agreement).

Also, as discussed earlier in this CD&A:

■

The Compensation and Talent Management Committee approved a “Rule of 62” policy, pursuant to which an employee’s outstanding time-based equity awards will vest, based on actual performance at the end of the 3-year performance period in the case of performance stock units, and in each case prorated based upon the employee’s length of employment during the vesting or performance period, as applicable, in the event he or she with at least six months’ notice retires from the Company with at least five years of service and a total of age and years of service at retirement equal to or greater than 62.

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Potential Payments upon Termination or

Change in Control

Summary of Potential Payments upon Termination or Change in Control

As described above, each of our named executive officers is entitled to certain benefits in the event his or her employment is terminated under specified circumstances. Circumstances which would trigger payments and/or other benefits to our named executive officers include termination of employment by the Company without cause, termination by the named executive officer for good reason or a change in control of the Company.

The following table sets forth payments and benefits that may be received by our named executive officers in the event of termination for specified reasons and/or a change in control of the Company.

The following information has been prepared based on the assumption that the named executive officer’s employment terminated, or a change in control of the Company occurred, on March 31, 2022. With respect to the accelerated vesting of equity awards, the value of such acceleration was calculated using $53.20, the closing price of our common stock on March 31, 2022, the last trading day of fiscal 2022.

Name	Termination by Company Without Cause or Resignation With Good Reason ($)(1)		Death/ Disability ($)(2)		Qualifying Termination in Connection with Change in Control ($)(3)
Mr. Lombardi		2,860,836		12,112,460		16,861,908
Ms. Sacco		941,526		2,489,165		4,372,217
Mr. Mekhail		728,640		1,764,069		3,221,349
Mr. P’Pool		760,128		1,419,977		3,977,489
Mr. Zerillo		506,404		965,790		1,978,598

(1)

Reflects benefits payable pursuant to the terms and conditions of the executive severance plan (as described in detail above) and assumes that the Compensation and Talent Management Committee does not accelerate the vesting of the unvested portion of the named executive officer’s outstanding equity awards, in which case such unvested awards will be forfeited.

(2)

Assumes that the Compensation and Talent Management Committee accelerates the vesting of the unvested portion of the named executive officer’s outstanding stock option and restricted stock unit awards. Accordingly, the amount shown includes the value of the accelerated vesting of restricted stock units and “in-the-money” stock option awards. Per their terms, performance units will remain outstanding and vest on a pro-rata basis based upon actual performance against the pre- established performance criteria (and, therefore, for purposes of this table the value included in this column with respect to outstanding performance units assumes threshold performance).

(3)

Assumes that the named executive officer had a qualifying termination in connection with a change in control of the Company. In addition to the severance payments to be received in connection with a qualifying termination following a change in control, the amount shown includes the value of the accelerated vesting of performance stock units (based on target performance), restricted stock units and “in-the-money” stock option awards.

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CEO Pay Ratio

As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of our CEO. The pay ratio included in this information is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. Given the different methodologies that various public companies will use to determine an estimate of their pay ratio, the estimated ratio reported below should not be used as a basis for comparison between companies.

For 2022, our last completed fiscal year, the median of the annual total compensation of all employees of the Company (other than our CEO) was $85,063, and the annual total compensation of our CEO, as reported in the Summary Compensation Table included in this Proxy Statement, was $6,031,517. Based on this information, for 2022, the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all employees was 71 to 1.

For 2022, we identified the median of the annual total compensation of all our employees and determined the annual total compensation of the “median employee,” the methodology and the material assumptions, adjustment and estimates that we used were as follows:

■

For 2022, we used the same “median employee” that was selected in 2020, as there were no significant changes that would impact the Company’s employee population, demographics or compensation arrangements. As of March 31, 2022, we had 534 global employees (full-time, part-time, temporary and seasonal) working at the Company and its consolidated subsidiaries.

■

To determine our “median employee” from our 2020 employee population, we used a consistently applied compensation definition and chose total taxable wages before deductions for pre-tax items derived from our payroll records.

■

We did not exclude any employees and we did not make any cost-of-living adjustments.

■

For employees located outside the United States, we applied a currency adjustment based on the average applicable foreign currency exchange rates for the calendar year 2019.

■

We determined that the “median employee” is a full-time hourly employee located in the United States, with taxable wages before deductions for pre-tax items for the 12-month period ending March 31, 2022 in the amount of $85,063.

■

With respect to the annual total compensation of the previously identified “median employee,” we calculated the elements of such employee’s compensation for 2021 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $85,063.

■

With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column (column (j)) of our 2022 Summary Compensation Table included in this Proxy Statement.

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Director Compensation in 2022

The following table sets forth the cash and equity compensation paid or awarded to our non-employee directors during 2022. The columns regarding option awards and non-equity incentive, pension and deferred compensation plans have been omitted, as the Company does not provide such elements of compensation to our directors for their services.

Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)(1)		Total ($)
Mr. Byom		107,500		150,003		257,503
Ms. Clark		59,999		222,527		228,526
Mr. Coughlin		105,833		150,003		255,836
Ms. Hopkins		85,833		150,003		235,836
Mr. Ricciardi		85,833		150,003		235,836
Ms. Zier		88,750		150,003		238,753

(1)

Reflects the grant date fair value of the stock awards granted in 2022, determined in accordance with FASB ASC Topic 718. On August 3, 2021, each of Mses. Clark, Hopkins, Zier and Messrs. Byom, Coughlin and Ricciardi received 2,808 restricted stock units, representing $150,000 divided by $53.42 (the closing price of our common stock on the NYSE on August 3, 2021). The restricted stock units, which entitle the grantee to receive one share of common stock for each restricted stock unit, vested on the date of the grant and will be settled upon the earliest to occur of such director’s death, disability or the cessation of board service for any reason other than death or disability. Ms. Clark received a prorated award of 1,636 restricted stock units vesting upon one year after the grant date on May 3, 2021 representing $72,524 divided by $44.33 (closing price of our common stock on the NYSE on May 3, 2021). As of March 31, 2022, Mses. Clark, Hopkins, Zier and Messrs. Byom, Coughlin, Ricciardi held 4,444, 21,037, 7,447, 45,508, 10,723, and 19,308 restricted stock units under the Company’s equity compensation plans, respectively. As of March 31, 2022, none of our directors held any stock options.

For more information regarding the compensation arrangements we have with our directors, please see “Proposal No. 1 — Election of Directors — How are the Company’s directors compensated?” on page 10 of this Proxy Statement.

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Certain Relationships and Related Transactions

Were there any conflict of interest transactions during 2022?

No person or entity had significant business relationships with us in 2022 that would require disclosure under applicable SEC regulations, and no transactions that would need to be disclosed under SEC regulations are currently planned for 2023.

Has the Board adopted a Related Persons Transaction Policy?

In 2008, we adopted a Related Persons Transaction Policy. A summary of the Related Persons Transaction Policy is set forth below and the full text of the Policy is available at the “Investors” tab on our website at www.prestigeconsumerhealthcare.com.

Transactions Subject to the Policy. A Related Person Transaction is a transaction in which the Company (which, for purposes of determining whether a transaction qualifies, includes the Company’s subsidiaries) is or will be a Participant (as defined below), involving an amount exceeding $120,000, and in which any Related Person (as defined below) had or will have a direct or indirect material interest. The term “Participant” is broadly defined to include situations in which the Company is not technically a party but has influenced another party to enter into a transaction or provide value to a Related Person. For example, facilitating the use of a Related Person as a supplier to the Company’s contract manufacturer would constitute “participation” by the Company and bring such an arrangement within the scope of the Policy.

The following transactions are exempt from the Policy:

■

Payment of compensation by the Company to a Related Person for service to the Company in the capacity or capacities that give rise to the person’s status as a Related Person, so long as the compensation is publicly disclosed, if such disclosure is required, in the Company’s Annual Report on Form 10-K (or Proxy Statement or information statement incorporated by reference into such Annual Report);

■

Transactions available to all employees or all stockholders of the Company on the same terms and conditions; and

■

Transactions that, when aggregated with the amount of all other transactions between the Related Person and the Company, involve less than $120,000 in a fiscal year.

Definition of Related Person. For purposes of the Policy, a “Related Person” means:

■

Any person who is, or at any time since the beginning of the Company’s most recently completed fiscal year was, a director or executive officer of the Company or a nominee to become a director of the Company;

■

Any person who is known to be the beneficial owner of more than 5% of any class of the Company’s voting securities;

■

Any Immediate Family Member (as defined in the Policy) of any of the foregoing persons; and

■

Any Affiliate (as defined in the Policy) of any of the foregoing persons or Immediate Family Members.

Notification Procedures. A transaction with a Related Person that is identified in advance is required to be disclosed to the Company’s General Counsel for review. In the event the Company becomes aware of a transaction with a Related Person that was not disclosed to the Company, the General Counsel will review the transaction. If the General Counsel determines that a transaction is a Related Person Transaction subject to the Policy, he will submit such

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transaction to the Audit and Finance Committee for consideration at its next meeting or, if it is not practicable or desirable to wait until the next meeting, to the Chair of the Audit and Finance Committee for prompt consideration. The Audit and Finance Committee, or the Chair of the Audit and Finance Committee, is authorized to approve those Related Person Transactions that are in, or are not inconsistent with, the best interests of the Company and its stockholders, and that are consistent with the Company’s Code of Conduct and Ethics and Code of Ethics for Senior Financial Employees, as the Audit and Finance Committee or the Chair of the Audit and Finance Committee determines in good faith. The Audit and Finance Committee or the Chair of the Audit and Finance Committee will consider the relevant facts and circumstances of the Related Person Transaction, including (if applicable) the non-exclusive list of considerations set forth in the Related Persons Transaction Policy. Any ongoing or completed Related Person Transaction that is disapproved by the Audit and Finance Committee or the Chair of the Audit and Finance Committee is subject to corrective action by the Audit and Finance Committee.

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Report of the Audit and Finance Committee

This Audit and Finance Committee report shall not be deemed incorporated by reference by any general statement incorporating by reference this Proxy Statement into any filing under the Securities Act or the Exchange Act, except to the extent that we specifically incorporate this information by reference, and shall not otherwise be deemed filed under the Securities Act or the Exchange Act.

What is the Audit and Finance Committee and are its members “independent”?

The Audit and Finance Committee is composed of four directors appointed by the Board of Directors, all of whom are independent from the Company and its management as independence for audit committee members is defined in the NYSE listing standards and Rule 10A-3 under the Exchange Act. The Audit and Finance Committee operates under a written charter adopted by the Board of Directors, which is available at the “Investors” tab on our website at www.prestigeconsumerhealthcare.com and is also available in print to any stockholder or other interested party who makes a written request to the Company’s Corporate Secretary. The primary function of the Audit and Finance Committee is to assist the Board of Directors in its oversight and monitoring of our financial reporting and audit process, our system of internal control, our risk assessment process (including with respect to cyber risk and privacy) and our process for monitoring compliance with laws, regulations and policies. The Audit and Finance Committee also recommends to the Board of Directors the selection of the Company’s independent registered public accounting firm.

Are the members of the Audit and Finance Committee “financially literate”?

The members of the Audit and Finance Committee are financially literate as that qualification is interpreted by the Board of Directors and the NYSE. In addition, the Board has determined that each of Messrs. Byom, Coughlin, and Ms. Zier is an “audit committee financial expert” as defined by SEC regulations.

What is the relationship between management and the Audit and Finance Committee?

Management has the primary responsibility for establishing and monitoring adequate internal accounting and financial controls, the financial reporting process for preparing financial statements, and compliance with the Company’s legal and ethics programs. PricewaterhouseCoopers LLP is responsible for performing an independent audit of the Company’s consolidated financial statements and internal control over financial reporting in accordance with auditing standards generally accepted in the United States of America and for issuance of a report thereon. The Audit and Finance Committee’s responsibility is to monitor and oversee these processes and report its findings to the full Board of Directors.

What steps did the Audit and Finance Committee take in recommending that our audited financial statements be included in our annual report?

■

The Audit and Finance Committee met and held discussions separately and jointly with each of management and PricewaterhouseCoopers LLP regarding the Company’s audited consolidated financial statements for fiscal 2022, management’s assessment of the effectiveness of the Company’s internal control over financial

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reporting and PricewaterhouseCoopers LLP’s audit of the effectiveness of the Company’s internal control over financial reporting.

■

Management represented to the Audit and Finance Committee that the Company’s audited consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America, on a consistent basis, and the Audit and Finance Committee has reviewed and discussed the quarterly and annual earnings press releases and consolidated financial statements with management and PricewaterhouseCoopers LLP. The Audit and Finance Committee discussed with PricewaterhouseCoopers LLP matters required to be discussed by Public Company Accounting Oversight Board (“PCAOB”) Auditing Standard No. 1301, as amended, “Communications with Audit Committees.”

■

The Audit and Finance Committee also received the written disclosures and the letter from PricewaterhouseCoopers LLP required by PCAOB Rule 3526, “Communication with Audit Committees Concerning Independence” and discussed with PricewaterhouseCoopers LLP their independence. The Audit and Finance Committee also considered whether PricewaterhouseCoopers LLP’s provision of non-audit services to the Company is compatible with maintaining PricewaterhouseCoopers LLP’s independence from the Company. The Audit and Finance Committee concluded that PricewaterhouseCoopers LLP is independent from the Company and its management. PricewaterhouseCoopers LLP has been the Company’s independent registered public accounting firm since at least 1999.

Based on its review of the Company’s audited financial statements and the discussions noted above, the Audit and Finance Committee recommended to the Board of Directors that the Company’s audited consolidated financial statements for fiscal 2022 be included in the Company’s Annual Report on Form 10-K for 2022 for filing with the SEC.

MEMBERS OF THE 2022 AUDIT AND FINANCE COMMITTEE

Christopher J. Coughlin (Chair)
John E. Byom
Sheila A. Hopkins
Dawn M. Zier

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Submission of Stockholder Proposals and Director Nominations

How do I submit a stockholder proposal for inclusion in the Proxy Statement for next year’s Annual Meeting?

To be included in our Proxy Statement for our 2023 Annual Meeting of Stockholders pursuant to SEC Rule 14a-8, a proposal must be submitted by an eligible stockholder who complies with SEC Rule 14a-8 and must be received by us at our principal executive offices at 660 White Plains Road, Tarrytown, New York 10591, Attention: Corporate Secretary, by February 28, 2023 (or, if the 2023 Annual Meeting of Stockholders is called for a date more than 30 days before or after August 2, 2023, within a reasonable time before we begin to print and mail our proxy materials for the 2023 Annual Meeting).

When and how must I submit a notice to introduce a director nomination or other item of business for it to be raised at the 2022 Annual Meeting, but not included in the Company’s Proxy Statement?

Assuming that our 2023 Annual Meeting is not held more than 30 days prior to or delayed by more than 60 days after August 2, 2023, our Amended and Restated Bylaws provide that we must receive written notice of your intention to introduce a director nomination or other item of business at the 2023 Annual Meeting not less than 90 nor more than 120 days prior to August 2, 2023 (or between April 4, 2023 and May 4, 2023). If the 2023 Annual Meeting is held more than 30 days prior to or delayed by more than 60 days after August 2, 2023, our Amended and Restated Bylaws provide that we must receive your notice not earlier than 120 days prior to the date of such annual meeting and not later than the close of business on the later of (i) the 90th day prior to such annual meeting or (ii) the 10th day following the date on which public disclosure of such meeting was made. In the event a special stockholders meeting to elect directors is called, our Amended and Restated Bylaws provide that we must receive your notice not later than the close of business on the 10th day following the date on which public disclosure of such meeting was made. If we do not receive notice within the prescribed dates, or if we meet other requirements of the SEC’s rules, such matters will not be brought before the meeting. In addition, nominations or proposals not made in accordance with the procedures described in our Amended and Restated Bylaws may be disregarded by the Chairman of the meeting. Any stockholder interested in making such a nomination or proposal should request a copy of our Amended and Restated Bylaws from the Corporate Secretary.

Any written stockholder proposal or nomination for director to be presented at a meeting of our stockholders must comply with the procedures and such other requirements as may be imposed by our Amended and Restated Bylaws, Delaware law, the NYSE, the Exchange Act and the rules and regulations of the SEC and must include the information necessary for the Board of Directors to determine whether the candidate (with respect to a nomination for director only) qualifies as independent under the NYSE’s and SEC’s rules and possesses the qualifications and experience we expect our directors to have.

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General Information

What is this document?

This document is the Proxy Statement of Prestige Consumer Healthcare Inc. for the 2022 Annual Meeting of Stockholders to be held at 10:00 a.m., Eastern Daylight Time, on Tuesday, August 2, 2022 at the Company’s offices, 660 White Plains Road, Tarrytown, New York 10591. A proxy card is included.

We have tried to make this document simple and easy to understand. The SEC encourages companies to use “plain English,” and we will always try to communicate with you clearly and effectively.

Why am I receiving this document?

You are receiving this document because you were one of our stockholders at the close of business on June 10, 2022, the record date for our 2022 Annual Meeting. We are furnishing this Proxy Statement and the enclosed proxy card to you to solicit your proxy (i.e., your permission) to vote your stock in connection with certain matters at the Annual Meeting.

If your shares are held by a bank or brokerage firm, you are considered the “beneficial owner” of shares held in “street name.” If your shares are held in “street name,” your bank or brokerage firm forwarded these proxy materials, along with a voting instruction card, to you.

What is a proxy?

A proxy is your legal designation of another person, called a “proxy,” to vote the stock you own. The document that designates someone as your proxy is also called a proxy or a proxy card.

Giving us your proxy means that you authorize the proxy holders identified on the enclosed proxy card — Christine Sacco and William C. P’Pool — to vote your shares at the Annual Meeting in the manner you direct.

Who is soliciting my vote?

In this Proxy Statement, the Board of Directors is soliciting your vote for matters being submitted for stockholder approval at the Annual Meeting.

Will anyone be compensated to solicit my vote?

The cost of proxy solicitation, including the cost of preparing, assembling, printing, mailing and distributing these proxy materials, will be paid by the Company. Our directors, officers and employees will not receive additional compensation for their proxy solicitation efforts, but they may be reimbursed for out-of-pocket expenses in connection with any solicitation. We also may reimburse custodians, nominees and fiduciaries for their expenses in sending proxies and proxy material to beneficial owners of our stock.

Who may attend the Annual Meeting?

Only stockholders, their proxy holders and our invited guests may attend the Annual Meeting. For security reasons, we may require photo identification for admission. If your shares are held in “street name” by a broker, bank or other nominee, please bring a copy of the account statement reflecting your ownership of our common stock as of June 10, 2022, so that we may verify your stockholder status.

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What if I have a disability?

If you are disabled and would like to participate in the Annual Meeting, we can provide reasonable assistance. Please send any request for assistance to Prestige Consumer Healthcare Inc., 660 White Plains Road, Tarrytown, New York 10591, Attention: Corporate Secretary, at least two weeks before the meeting.

What is Prestige Consumer Healthcare and where is it located?

Prestige Consumer Healthcare Inc. is a holding company incorporated under the laws of the State of Delaware that, through its wholly owned subsidiaries, markets and distributes well-recognized, brand name over-the-counter healthcare products throughout the U.S. and Canada, and in certain international markets. Major brands include Monistat®, Nix®, Chloraseptic®, Clear Eyes®, Compound W®, DenTek®, Luden’s®, Dramamine®, BC®, Goody’s®, TheraTears®, Debrox®, Fleet®, Summer’s Eve®, Boudreaux’s Butt Paste®, Hydralyte®, Fess®, as well as Gaviscon® in Canada. Our principal executive offices are located at 660 White Plains Road, Tarrytown, New York 10591. Our telephone number is (800) 831-7105.

Where is our common stock traded?

Our common stock is traded and quoted on the New York Stock Exchange (“NYSE”) under the symbol “PBH.”

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Voting Matters

PROPOSAL

BOARD’S
RECOMMENDATION

SEE
PAGE

FOR each director nominee

☐

Ronald M. Lombardi

☐

John E. Byom

☐

Celeste A. Clark

☐

Christopher J. Coughlin

☐

Sheila A. Hopkins

☐

Natale S. Ricciardi

☐

Dawn M. Zier

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

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

FOR

Who is entitled to vote?

You may vote if you owned shares of our common stock at the close of business on June 10, 2022. Each share of common stock is entitled to one vote. As of June 10, 2022, there were 49,919,876 shares of our common stock outstanding. A list of our stockholders will be open to the examination of any stockholder, for any purpose relevant to the meeting, at our headquarters for a period of 10 days prior to the Annual Meeting and at the Annual Meeting.

May other matters be raised at the Annual Meeting?

We currently are not aware of any business to be acted upon at the Annual Meeting other than the matters described above. Under federal securities laws, Delaware law and our governing documents, no other business aside from procedural matters may be raised at the Annual Meeting unless proper notice has been given to the Company by the stockholders. If other business is properly raised and you have returned a signed proxy card with or without voting instructions or have voted by the Internet, your proxies have authority to vote your shares as they think best on such business, including to adjourn the meeting.

How will the meeting be conducted?

The Chairman of the meeting has broad authority to conduct the Annual Meeting so that the business of the meeting is carried out in an orderly and timely manner. In doing so, he has broad discretion to establish reasonable rules for discussion, comments and questions during the meeting. The Chairman of the meeting is also entitled to rely upon applicable law regarding disruptions or disorderly conduct to ensure that the Annual Meeting proceeds in a manner that is fair to all participants.

How do I vote?

If you own shares registered directly with the Company’s transfer agent, you may vote by the Internet, or by signing and returning the enclosed proxy card. For more information about how to vote, please see the instructions on your proxy card.

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Voting Matters

In addition to voting by proxy, you may vote in person at the Annual Meeting. 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. However, to assist us in tabulating votes at the Annual Meeting, we encourage you to vote by proxy even if you plan to be present at the Annual Meeting. Even if you vote prior to the Annual Meeting, stockholders are entitled to attend the Annual Meeting. Please see “Who may attend the Annual Meeting?” above for instructions on attending the Annual Meeting.

What materials are available on the Internet?

This Proxy Statement, our Annual Report on Form 10-K, our 2022 Annual Report to Stockholders and other financial documents are available free of charge at the “Investors” tab on our corporate website at www.prestigeconsumerhealthcare.com. The Proxy Statement and our Annual Report on Form 10-K also are available free of charge on the SEC’s website at www.sec.gov.

How will my proxy be voted?

If you are a registered stockholder, the individuals named on the proxy card will vote your shares in the manner you indicate on your proxy card. You may vote for all, some or none of the director nominees. You may also abstain from voting. If your proxy card is signed and returned but does not contain specific voting instructions, your shares will be voted “FOR” the election of the directors named as nominees in this Proxy Statement, “FOR” the ratification of the appointment of our independent registered public accounting firm for 2022, and “FOR” the approval of the compensation of our named executive officers as disclosed in this Proxy Statement. If any other matters are properly presented at the Annual Meeting for consideration, the persons named as proxies on the enclosed proxy card will vote your shares on such matters as they think best in their own discretion.

If your shares are held in “street name,” you have the right to direct your bank or brokerage firm how to vote your shares, and the record holder is required to vote your shares in accordance with your instructions. If you do not give instructions to your bank or brokerage firm, it will nevertheless be entitled to vote your shares with respect to “routine” items, but it will not be permitted to vote your shares with respect to “non-routine” items. In the case of a non-routine item, your shares will be considered “broker non-votes” on that proposal.

Can I change my vote or revoke my proxy after I vote?

Yes. If you are a registered stockholder, to change your vote or revoke your proxy you must:

■

cast a new vote by the Internet prior to 11:59 p.m., Eastern Daylight Time, on August 1, 2022 or by signing another proxy card with a later date and returning it before the Annual Meeting;

■

provide our Corporate Secretary at or before the Annual Meeting with a written notice of revocation dated later than the date of the latest proxy card you submitted; or

■

attend the Annual Meeting and vote in person. Note that attendance at the Annual Meeting will not revoke a proxy if you do not actually vote at the Annual Meeting. “Street name” stockholders should refer to the instructions above under “How do I vote?” to vote at the Annual Meeting.

If you hold your shares in “street name,” the above options for changing your vote or revoking your instructions (other than attending the Annual Meeting and voting in person) do not apply, and you must follow the instructions received from your bank or broker to change your vote or revoke your proxy.

What if I receive more than one copy of these proxy materials?

The receipt of multiple copies of these proxy materials means that you have more than one account with brokers or our transfer agent. Please vote all of your shares. We also recommend that you contact your broker and/or our transfer agent to consolidate as many accounts as possible under the same name and address. Our transfer agent is American Stock Transfer & Trust Company, LLC. 6201 15th Ave., Brooklyn, New York 11219 and they can be reached

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at (718) 921-8300. In addition, any stockholders who share an address and are receiving multiple copies of our proxy material can request delivery of a single copy of our proxy materials by sending a written request addressed to Prestige Consumer Healthcare Inc., 660 White Plains Road, Tarrytown, New York 10591, Attention: Corporate Secretary.

How many shares must be present to hold the Annual Meeting?

A quorum must be present at the Annual Meeting for any business to be conducted. A quorum exists when the holders of a majority of the 49,919,876 shares of our common stock outstanding at the close of business on June 10, 2022 and entitled to vote at the Annual Meeting are present in person or by proxy at the Annual Meeting. The shares represented by withhold votes, abstentions and “broker non-votes” regarding proposals in the Proxy Statement will be considered present for quorum purposes.

How many votes are required to approve each proposal in the Proxy Statement?

■

Election of Directors. The affirmative vote of a plurality of the votes cast in person or by proxy is necessary for the election of directors. This means that the seven director nominees receiving the greatest number of “For” votes will be elected. You may vote in favor of all nominees, withhold your vote as to all nominees or withhold your vote as to specific nominees. If you withhold your vote as to all or specific nominees, your shares will not be voted with respect to the nominee or nominees indicated.

■

Ratification of Appointment of PricewaterhouseCoopers LLP as our Independent Registered Public Accounting Firm. The ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm requires the affirmative vote of a majority of the shares present in person or by proxy and entitled to vote on the proposal. Abstentions will be counted against this matter.

■

Approval of Compensation of our Named Executive Officers. The approval of the non-binding resolution to approve the compensation of our named executive officers requires the affirmative vote of a majority of the shares present in person or by proxy and entitled to vote on the proposal. Abstentions will be counted against this matter. If the proposal is not approved by the required majority vote, the Board of Directors and the Compensation and Talent Management Committee will take into account the result of the vote when determining future executive compensation arrangements, particularly if the votes cast against the resolution exceed the number of votes cast in favor of the resolution.

What is the effect of not voting?

If you are a stockholder of record and submit a signed proxy without specifying a choice on any given matter to be considered at the Annual Meeting, the proxy holders will vote your shares according to the Board’s recommendation on each matter. If you are a stockholder of record and you do not sign and return a proxy card or vote by the Internet, your shares will not count toward the quorum requirement or towards any proposal at the Annual Meeting.

If you hold shares in “street name”, then, under NYSE rules and Delaware law:

■

Election of Directors. With respect to the election of directors, your broker is not entitled to vote your shares on this matter if your broker does not receive instructions from you. A broker non-vote is not considered a vote cast and, therefore, it will have no effect on the election of directors.

■

Ratification of Appointment of PricewaterhouseCoopers LLP as our Independent Registered Public Accounting Firm. With respect to ratification of the appointment of our independent registered accounting firm, your broker is entitled to vote your shares on this matter if no instructions are received from you, so there will be no broker non-votes on this proposal.

■

Approval of Compensation of our Named Executive Officers. With respect to the advisory vote on the compensation of our named executive officers, your broker is not entitled to vote your shares on this matter if your broker does not receive instructions from you. Broker non-votes will have no effect on the outcome of this matter.

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Forward-Looking Statements

This Proxy Statement contains “forward-looking statements” within the meaning of the federal securities laws. “Forward- looking statements” generally can be identified by the use of forward-looking terminology such as “assumptions,” “target,” “guidance,” “outlook,” “plans,” “projection,” “may,” “will,” “would,” “expect,” “intend,” “estimate,” “anticipate,” “believe,” “potential,” or “continue” (or the negative or other derivatives of each of these terms) or similar terminology. These statements are based on management’s estimates and assumptions with respect to future events and are believed to be reasonable, although they are inherently uncertain and difficult to predict. Actual results could differ materially from those expressed in the forward-looking statements as a result of a variety of factors. A discussion of factors that could cause results to vary is included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2022 and other periodic reports filed with the SEC.

By Order of the Board of Directors

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

June 28, 2022

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Appendix A

About Non-GAAP Financial Measures

We are presenting Non-GAAP Adjusted EBITDA because it is a metric included in our Annual Cash Incentive Plan (“AIP”) against which our performance is measured. We define Non-GAAP AIP Adjusted EBITDA as GAAP net income, plus interest expense, provision for taxes, and depreciation and amortization, with additional adjustments for integration, transition, purchase accounting, legal and various other costs associated with acquisitions, divestitures and business transitions, tradename impairment and tax adjustment associated with acquisitions and loss on disposal of assets and extinguishment of debt.

We define Non-GAAP Adjusted Net Income as GAAP Net Income (Loss) before certain integration, transition, acquisition and divestiture-related costs, goodwill and tradename impairment, gain on divestiture, accelerated amortization of debt origination costs, loss on extinguishment of debt, applicable tax impact associated with these items and normalized tax rate adjustment.

As was considered by the Compensation and Talent Management Committee (the “Committee”) in determining the May 2019 Performance Grant Payout, Non-GAAP Adjusted Total Net Sales is defined as GAAP Total Revenues with two adjustments: 1) to remove the estimated favorable impact on fiscal 2022 results from the Akorn Consumer Health products business acquired during fiscal 2022, and 2) to carry forward from 2021, the Committee’s decision to remove the estimated unfavorable impact to fiscal year 2021 results related to COVID‑19, both of which are part of the cumulative three fiscal years started April 1, 2020 and ended March 31, 2022. We defined Non-GAAP Adjusted EBITDA used for our May 2019 Performance Grant Payout as Non-GAAP Adjusted EBITDA (as defined above) plus the adjustments stated above and relating to certain non-recurring events for the cumulative three fiscal years started April 1, 2020 and ended March 31, 2022.

The following tables set forth the reconciliation of Adjusted EBITDA, Adjusted Net Income, Adjusted EPS, Free Cash Flow, and Adjusted Free Cash Flow, which are non-GAAP financial measures, to GAAP net income and our most directly comparable GAAP financial measure. The tables also reconcile Non-GAAP Adjusted Total Net Sales to GAAP Total Revenues and Non- GAAP Adjusted EBITDA to GAAP Net Income used for our May 2019 Performance Grant Payout.

ADJUSTED EBITDA

(dollar values in thousands)	2019			2020			2021			2022
GAAP Net Income (Loss)		$	(35,800)		$	142,281		$	164,682		$	164,682
Interest Expense, net			105,082			96,224			82,328			82,328
Provision (benefit) for income taxes			(2,255)			48,870			39,431			39,431
Depreciation and amortization			31,779			28,995			30,164			30,164
Non- GAAP EBITDA			98,806			316,370			316,605			358,837
Inventory step up			—			—			—			1,567
Integration, transition, legal fees and other costs associated with acquisitions, divestitures and warehouse transitions			4,442			10,920			—			5,127
Tradename impairment			229,461			—			2,434			—
Loss on extinguishment of debt			—			2,155			12,327			2,122
Loss on disposal of assets			—			382			—			—
Adjustments to EBITDA			232,619			13,457			14,761			8,816
Non- GAAP Adjusted AIP EBITDA		$	331,425		$	329,827		$	331,366		$	367,653

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Appendix A

NON-GAAP ADJUSTED FREE CASH FLOW

	Year Ended March 31,
	2021			2022
(In Thousands)
GAAP Net Income		$	164,682		$	205,381
Adjustments:
Adjustments to reconcile net income to net cash provided by operating activities as shown in the Statement of Cash Flows			76,523			65,487
Changes in operating assets and liabilities as shown in the Statement of Cash Flows			(5,598)			(10,946)
Total adjustments			70,925			54,541
GAAP Net cash provided by operating activities			235,607			259,922
Purchase of property and equipment			(22,243)			(9,642)
Non-GAAP Free Cash Flow			213,364			250,280
Transition and other payments associated with new warehouse			—			3,465
Non-GAAP Adjusted Free Cash Flow		$	213,364		$	253,745

MAY 2019 PERFORMANCE SHARE GRANT ADJUSTED NET SALES AND EBITDA

(dollar values in millions)	FY 2020 to FY 2022 Total
GAAP Total Revenues		$	2,993.2
Akorn Consumer Health revenues			(42.4)
COVID impact (Fiscal 2021 Adjustment)			66.3
Adjusted Total Net Sales used for May 2019 Performance Share Grant Payout		$	3,017.1
GAAP Net Income		$	512.3
Interest Expense, net			242.8
Provision for income taxes			145.4
Depreciation and amortization			91.3
Non-GAAP EBITDA			991.8
Integration, transition, legal fees and other costs, associated with acquisitions, divestitures and warehouse transitions			15.9
Goodwill and tradename impairment			3.3
Loss on extinguishment of debt and disposal of assets			17.8
Akorn Consumer Health EBITDA			(13.5)
COVID impact (Fiscal 2021 Adjustment)			27.2
Adjustments to EBITDA			50.7
Non-GAAP Adjusted EBITDA used for May 2019 Performance Share Grant Payout		$	1,042.5

PRESTIGE CONSUMER HEALTHCARE INC.

2022 PROXY STATEMENT | 81

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ANNUAL MEETING OF STOCKHOLDERS OFPRESTIGE CONSUMER HEALTHCARE INC.August 2, 2022GO GREENe-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy material, statements and other eligible documents online, while reducing costs, clutter and paper waste. Enroll today via www.astfinancial.com to enjoy online access.Important Notice Regarding the Availability of Proxy Materials for the Stockholders Meeting to be held on August 2, 2022:The Proxy Statement, Proxy Card and the 2022 Annual Report to Stockholders are available at the Investors tab of www.prestigeconsumerhealthcare.comPlease sign, date and mail your proxy card in the envelope provided as soon as possible.Please detach along perforated line and mail in the envelope provided.20730300000000000000 9080222THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF DIRECTORS AND "FOR" PROPOSALS 2 AND 3.PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE x 1.To elect seven directors to serve until the 2023 Annual Meeting of Stockholders.NOMINEES: 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 AGAINST ABSTAIN FOR ALL NOMINEESWITHHOLD AUTHORITY FOR ALL NOMINEESFOR ALL EXCEPT(See instructions below) O Ronald M. LombardiO John E. ByomO Celeste A. ClarkO Christopher J. CoughlinO Sheila A. Hopkins O Natale S. Ricciardi O Dawn M. Zier 3.Say on Pay - An advisory vote on the resolution to approve the compensation of Prestige Consumer Healthcare Inc.’s named executive officers.4.To transact such other business as may properly come before the Annual Meeting and any postponement or adjournment thereof. INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), mark “FOR ALL EXCEPT”and fill in the circle next to each nominee you wish to withhold, as shown here: This proxy, when properly executed, will be voted in the manner directed by the undersigned stockholder. If no direction is made, this proxy will be voted FOR all nominees in Proposal 1 and FOR Proposals 2 and 3. In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Annual Meeting or any postponement or adjournment thereof. To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method.

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PRESTIGE CONSUMER HEALTHCARE INC.660 WHITE PLAINS ROAD TARRYTOWN, NY 10591This proxy is solicited on Behalf of the Board of Directors for the Annual Meeting of Stockholders on August 2, 2022 at 10:00 a.m. (Eastern Daylight Time).The undersigned hereby appoints William P’Pool and Christine Sacco, and each of them, lawful agents and proxies with full power of substitution, to represent and to vote as designated below, all shares of common stock of PRESTIGE CONSUMER HEALTHCARE INC. held by the undersigned at the close of business on June 10, 2022, at the Annual Meeting of Stockholders to be held on August 2, 2022 at 10:00 a.m. (Eastern Daylight Time) at 660 White Plains Road, Tarrytown, NY 10591, and at any postponement or adjournment thereof, on all matters coming before said meeting.To attend the Annual Meeting and vote in person, please see “Who may attend the Annual Meeting?” and “How do I vote?” in the Proxy Statement. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE VOTE, DATE AND SIGN THIS PROXY CARD ON THE REVERSE SIDE AND PROMPTLY RETURN THIS PROXY CARD IN THE ENCLOSED ENVELOPE, OR VOTE VIA THE INTERNET. 1.1 (Continued and to be signed on the reverse side.) 14475

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ANNUAL MEETING OF STOCKHOLDERS OFPRESTIGE CONSUMER HEALTHCARE INC.August 2, 2022INTERNET - Access “www.voteproxy.com” and follow the on-screen instructions or scan the QR code with your smartphone. Have your proxy card available when you access the web page.Vote online until 11:59 PM EST the day before the meeting.MAIL - Sign, date and mail your proxy card in the envelope provided as soon as possible.IN PERSON - You may vote your shares in person by attending the Annual Meeting.GO GREEN - e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy material, statements and other eligible documents online, while reducing costs, clutter and paper waste. Enroll today via www.astfinancial.com to enjoy online access.Please detach along perforated line and mail in the envelope provided IF you are not voting via the Internet.20730300000000000000 9080222THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF DIRECTORS AND "FOR" PROPOSALS 2 AND 3.PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE x 1.To elect seven directors to serve until the 2023 Annual Meeting of Stockholders.NOMINEES: 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 AGAINST ABSTAIN FOR ALL NOMINEESWITHHOLD AUTHORITY FOR ALL NOMINEESFOR ALL EXCEPT(See instructions below) O Ronald M. LombardiO John E. ByomO Celeste A. ClarkO Christopher J. CoughlinO Sheila A. Hopkins O Natale S. Ricciardi O Dawn M. Zier 3.Say on Pay - An advisory vote on the resolution to approve the compensation of Prestige Consumer Healthcare Inc.’s named executive officers.4.To transact such other business as may properly come before the Annual Meeting and any postponement or adjournment thereof. INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), mark “FOR ALL EXCEPT”and fill in the circle next to each nominee you wish to withhold, as shown here: This proxy, when properly executed, will be voted in the manner directed by the undersigned stockholder. If no direction is made, this proxy will be voted FOR all nominees in Proposal 1 and FOR Proposals 2 and 3. In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Annual Meeting or any postponement or adjournment thereof. To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method.

	Option Awards				Stock Awards
Name	Number of Shares Acquired on Exercise (#)		Value Realized on Exercise ($)(1)		Number of Shares Acquired on Vesting (#)		Value Realized on Vesting ($)(2)
Mr. Lombardi		52,367		2,594,697		75,140		3,460,931
Ms. Sacco		0		0		14,610		672,493
Mr. Mekhail		0		0		1,223		54,203
Mr. P’Pool		0		0		8,370		385,241
Mr. Zerillo		0		0		7,945		365,845

	2021						2022
(dollar values in thousands, except per share data)	Net Income			EPS			Net Income			EPS
GAAP Net Income (Loss)		$	164,682		$	3.26		$	205,381		$	4.04
Adjustments
Integration, Transition, and other costs associated with divestitures and warehouse transition			—			—			6,694			0.13
Loss on extinguishment of debt			12,327			0.24			2,122			0.04
Tax impact on adjustments			(2,986)			(0.06)			(2,134)			(0.04)
Normalized tax rate adjustment			(10,025)			(0.20)			(5,753)			(0.11)
Total adjustments			(684)			(0.02)			929			0.02
Non- GAAP Adjusted Net Income and Non- GAAP Adjusted EPS		$	163,998		$	3.24		$	206,310		$	4.06

Total Number of Directors: 7	Female	Male	Non-Binary	Did Not Disclose Gender
Part I: Gender Identity
Directors	3	4	—	—
Part I: Racial Identity
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	—