pbh-20250625

The quality and efficiency of
services through global capabilities
offered by the independent
registered public accounting firm

The appropriateness of the
independent registered public
accounting firm’s fees

The quality and candor of
communications between the
independent registered public
accounting firm and the Audit
Committee and management


Prestige Consumer Healthcare Inc.	2025 Proxy Statement	1

MESSAGE FROM OUR CHAIR AND CEO



	We are pleased with our fiscal 2025 results, continuing our long-term track record of consistent revenue and earnings growth. Executing this strategy is an entire organization that continues to operate at the highest level of excellence thanks to our guiding principles of Leadership, Trust, Change, and Execution. Ronald M. Lombardi President, Chief Executive Officer and Chair of the Board

Dear Stockholder:

Fiscal 2025 delivered consistent revenue and earnings growth, continuing our long-term track record. Record revenues, record

adjusted earnings per share, and strong free cash flow growth were achieved thanks to our business strategy and the unique

attributes of our portfolio. Executing this strategy is an entire organization that continues to operate at the highest level of

excellence thanks to our guiding principles of Leadership, Trust, Change, and Execution. These business principles and traits

have us well positioned to deliver consistent and stable results over time, even set against the backdrop of today’s volatile

business environment.

This year, we celebrate 20 years as a public company. We remain confident in the big picture – that our business attributes

support our proven formula of solid organic growth, leading free cash flow generation, and a proven capital deployment

strategy. We are excited about the ongoing evolution of our business and the ability to continue creating value for you, our

shareholders. On behalf of our management team and board of directors, I thank you for your confidence in Prestige and

appreciate your continued support and commitment to the Company.

We look forward to seeing you at the 2025 Annual Meeting of Stockholders.

Sincerely,

Ronald M. Lombardi

President, Chief Executive Officer

and Chair of the Board


2	2025 Proxy Statement	Prestige Consumer Healthcare Inc.

NOTICE OF ANNUAL MEETING

OF STOCKHOLDERS

To Our Stockholders:

The 2025 Annual Meeting of Stockholders of Prestige Consumer Healthcare Inc. will be held:



When Tuesday, August 5, 2025 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, 2025 will be entitled to vote at the Annual Meeting.

Items of Business


Proposal		Board’s Recommendation	See Page
Proposal		Board’s Recommendation	See Page

1	Elect the seven directors nominated by the Board of Directors and named in the accompanying Proxy Statement to serve until the 2026 Annual Meeting of Stockholders or until their earlier death, removal or resignation	FOR each director nominee	13


2	Conduct an advisory vote to approve the compensation of our named executive officers	FOR	39


3	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, 2026	FOR	67

We will also conduct other business as may properly be brought before the 2025 Annual Meeting of Stockholders 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, 2025. 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.

How to Vote

Stockholders of Record

Have your proxy card with your 11-digit control number available and follow

the instructions.


	By Internet Visit, 24/7, access www.voteproxy.com and follow the on-screen instructions or scan the QR code with your smartphone

	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 4,

2025. If you vote electronically, you do not need to return a proxy card. If you return your

proxy card, it must be received by our Corporate Secretary before the Annual Meeting.


	Beneficial Owners 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.


			This Proxy Statement and the proxy card are first being mailed or given to stockholders on or about June 30, 2025.


Prestige Consumer Healthcare Inc.	2025 Proxy Statement	3



	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 and 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.


6	2025 Proxy Statement	Prestige Consumer Healthcare Inc.

Company Highlights

Performance Highlights

Fiscal 2025 continued our long-term track record of consistent revenue and earnings growth. We achieved record revenues,

record adjusted earnings per share, and strong free cash flow growth thanks to our business strategy and the unique

attributes of our portfolio. Below are just a few of the financial highlights of fiscal 2025 that tie both directly and indirectly into

incentive program compensation.



Top Line Trends •Revenue of $1,138M •Organic revenue growth of 1.2% •Continued strong growth in International OTC segment	EPS •Adjusted Diluted EPS of $4.52 •Adjusted EPS growth of 7.3% •Strong financial profile leading to sustained profitability	Free Cash Flow & Allocation •Free Cash Flow of approximately $243M •Reduced debt to lowest level in Company history, enabling value-creating capital allocation

Please refer to Appendix A for a reconciliation of non-GAAP organic revenue growth, Adjusted Diluted EPS and Free Cash

Flow to our most directly comparable financial measures presented in accordance with GAAP.

TOTAL REVENUES

(In Millions)

ADJUSTED NET INCOME PER

SHARE-DILUTED*

ADJUSTED FREE CASH FLOW**

(In Millions)

*Adjusted net income per share-diluted is a non-GAAP financial measure and is reconciled to the reported GAAP figure in Appendix A and

Exhibit 99.1 and 99.2 accompanying our earnings release filed with the Securities and Exchange Commission on May 8, 2025.

**Adjusted free cash flow is a non -GAAP financial measure. Management believes free cash flow is a commonly used measure of liquidity,

indicative of cash available for debt repayment and acquisitions. Adjusted free cash flow is reconciled to GAAP Net Cash provided by

operating activities in Appendix A and Exhibit 99.1 and 99.2 accompanying our earnings release filed with the Securities and Exchange

Commission on May 8, 2025.

Management believes that these measures provide additional ways to view our operations and a more complete understanding of our

business than could be obtained absent this disclosure, when considered with both our GAAP results and our reconciliation thereto.


Prestige Consumer Healthcare Inc.	2025 Proxy Statement	7

Company Highlights

Corporate Responsibility

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 responsibility into our operations

and culture for the benefit of future generations. We are committed to building environmental sustainability, social

responsibility, and effective corporate governance into all aspects of our business. We view this as sound business strategy

that drives resiliency and long-term value creation for the benefit of all stakeholders, including our consumers, customers,

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

Our 2024 sustainability report is available on our website, https://www.prestigebrands.com/about-us/corporate-responsibility.

Our approach to Corporate Responsibility is based on credible frameworks and standards that create a foundation for

identifying material topics, understanding our risks and opportunities, and informing our strategy.


		Our People Our people are critical to our Company’s success. We trust them every day to maintain safety and performance excellence, uphold integrity in manufacturing and marketing, and adhere to our Company’s four guiding principles.

		Our Community & Consumers Prestige’s commitment to responsible corporate citizenship extends beyond our employees and into the lives of our communities and consumers.

		Our Planet & Partners In line with our goal to continuously innovate and provide quality products to our consumers, we aim to assess, reduce, and report on our environmental impacts.


8	2025 Proxy Statement	Prestige Consumer Healthcare Inc.

Company Highlights

Our Operations and Supply Chain

We are committed to managing our manufacturing facilities in Lynchburg, Virginia and Victoria, Australia, as well as our over

100 global suppliers in a responsible manner so that they are aligned with our mission and values. We require each supplier to

embrace and adhere to our Supplier Code of Conduct, which outlines environmental, ethical 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 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

Code of Conduct and Ethics. We use a third-party service for employees to report any 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.

Safety & Healthy

We are committed to providing a safe work environment for our employees and require employees to share this commitment

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 U.S. 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”). We also seek to comply with the applicable safety and health standards in all

other countries in which we have employees, including Australia, the United Kingdom and Singapore.


Prestige Consumer Healthcare Inc.	2025 Proxy Statement	9

PROXY SUMMARY

Voting Matters



1		2	3
To elect the seven directors nominated by the Board of Directors and named in this Proxy Statement to serve until the 2026 Annual Meeting of Stockholders or until their earlier death, removal or resignation		To vote on a non-binding resolution to approve the compensation of our named executive officers as disclosed in our Proxy Statement	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, 2026

•Ronald M. Lombardi •John E. Byom •Celeste A. Clark •James C. D’Arecca	•Sheila A. Hopkins •John F. Kelly •Dawn M. Zier

Election of Directors

2025 Board Nominees


Name Age Director Since		Primary (or Former) Occupation	Independence	Committee Assignments

	Ronald M. Lombardi, 61 June 2015	Chair of the Board, President and Chief Executive Officer of Prestige Consumer Healthcare Inc.


	John E. Byom, 71 January 2006	(Former) Chief Executive Officer of Classic Provisions Inc: (former) Chief Financial Officer of International Multifoods Corporation		Audit & Finance, Compensation & Talent Management


	Celeste A. Clark, Ph.D. 72 February 2021	(Former) Senior Vice President, Global Policy and External Affairs and Chief Sustainability Officer of Kellogg Company		Compensation & Talent Management, Nominating & Corporate Governance (Chair)


	James C. D’Arecca, 54 August 2023	Executive Vice President, Chief Financial Officer of Haemonetics Corporation.		Audit & Finance (Chair), Nominating & Corporate Governance


	Sheila A. Hopkins, 69 August 2015	(Former) Interim Chief Executive Officer of Cutera, Inc; (Former) President, Global Vision Care and Executive Vice President of Bausch + Lomb		Audit & Finance, Nominating & Corporate Governance


	John F. Kelly, 64 May 2024	(Former) Vice President, Quality Operations and Environment, Health & Safety of Pfizer Inc.		Compensation & Talent Management, Nominating & Corporate Governance


	Dawn M. Zier, 60 May 2020	Chair of The Hain Celestial Group, Inc; (Former) President and CEO of Nutrisystem		Audit & Finance, Compensation & Talent Management (Chair)


Prestige Consumer Healthcare Inc.	2025 Proxy Statement	11

Proxy Summary

2025 Executive Compensation Overview

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

Elements of Compensation

The following table provides additional information regarding the various elements of our 2025 executive

compensation program.


Pay Element	Objective	Purpose of the Pay Element

Base Salary	•Skills, experience, competence, performance, responsibility, leadership and contribution to the Company.	•Recognize the level of job scope and complexity, and the skills, experience, leadership and sustained performance required by the executive.


Annual Cash Incentive (“AIP”)	•Efforts to achieve annual target revenue and profitability.	•Reward the achievement of annual performance targets. •Ensures compensation is properly aligned to financial performance, including being completely at risk for failure to meet annual financial threshold targets.


Long-Term Incentive Awards (Performance Stock Units, Restricted Stock Units)	•Efforts to achieve long-term revenue growth and profitability over the three year vesting period. •Ability to increase and maintain stock price. •Achievement of adjusted cumulative EBITDA and cumulative revenue goals. •Continued employment with the Company during the three-year vesting period.	•Reward achievement of long-term financial performance and strategic corporate initiatives. •Provide a competitive mix of incentives to attract and retain top talent and to further reinforce alignment between the interests of management and stockholders.


12	2025 Proxy Statement	Prestige Consumer Healthcare Inc.

Proxy Summary

Say-on-Pay Vote

At the 2024 Annual Meeting of Stockholders, approximately

97% of the shares represented voted to in favor of the

compensation of the Company’s named executive officers

as discussed and disclosed in our 2024 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, including

executive compensation.

2024 SAY ON PAY APPROVAL

Executive Compensation Best Practices



	What We Do		What We Don’t Do


Clawback Policy. Minimum vesting requirements. Limitation on non-employee director compensation. Robust Stock Ownership Guidelines.		No evergreen provision in our equity plan. No repricing of stock options. No dividends on unearned awards. No excessive perks.		No liberal share recycling provisions. No single-trigger change of control vesting. No gross-ups. No hedging.


Prestige Consumer Healthcare Inc.	2025 Proxy Statement	13

BOARD AND GOVERNANCE MATTERS



PROPOSAL 1: Election of Directors


How many directors are stockholders being asked to elect and for what term? 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. If elected, each nominee would hold office until the 2026 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. What if a nominee is unable to stand for election? 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. How many votes are needed to elect directors? The affirmative vote of a plurality of the votes of shares present, in person or represented by proxy, at the Annual Meeting and entitled to vote in the election of directors is necessary for the election of directors. This means that the seven director nominees with the most 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.


	The Board Recommends You Vote for the Election of the Nominees for Director Named Above.


14	2025 Proxy Statement	Prestige Consumer Healthcare Inc.

Board and Governance Matters

Board Skills and 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. We seek directors with a strong marketing background.


		Sustainability & Corporate 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, corporate governance and ethical practices.


		Supply Chain Experience The Company relies on both third party manufacturers and its own manufacturing facilities to fulfill its manufacturing needs. As a result, we seek to have directors with experience in supply chain management, quality and compliance with the various regulations that govern the manufacturing, packaging, labeling, distribution, and importation of our products.


Prestige Consumer Healthcare Inc.	2025 Proxy Statement	15

Board and Governance Matters

Director Skills Matrix

We 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.


	Total Experience

	Some Knowledge	Deep Knowledge


Leadership Experience


Finance Experience


Consumer Products Experience


Marketing Experience


Sustainability & Corporate Governance


Supply Chain Experience


	Deep Knowledge or Experience		Some Knowledge or Experience

Experienced Board Attributes

Below is a snapshot of our Board.

INDEPENDENCE

TENURE

AGE

DIVERSITY

Creating an Experienced Board with Diversity of Tenure

We believe that having directors with differing tenures is important in order to provide both fresh perspectives and deep

experience and knowledge of the Company. Our long-tenured directors have significant institutional knowledge and deep

understanding of the Company’s business, which enhances the Board’s oversight of strategy and risk. The Board believes

that a mix of these long-tenured directors and short-tenured directors with fresh perspectives ensures an appropriate balance

of views and insights and allows the Board as a whole to benefit.

Family Relationships

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


16	2025 Proxy Statement	Prestige Consumer Healthcare Inc.

Board and Governance Matters

Director Biographies




	John E. Byom Independent Lead Director


	Current Public Company Directorships		Previous Public Company Directorships
	•None		•MGP Ingredients Inc.



Career Highlights: •Has served as a director since January 2006 •Was Chief Executive Officer of Classic Provisions Inc., a specialty foods distribution company, from October 2007 until the business was sold and he retired in June 2019 •Was previously the Chief Financial Officer of International Multifoods Corporation. He left International Multifoods Corporation in March 2005 after 26 years, including four years as Vice President Finance and Chief Financial Officer from March 2000 to June 2004 •Was President of Multifoods Foodservice and Bakery Products from June 2004 until March 2005 after the sale of International Multifoods Corporation to The J.M. Smucker Company in June 2004		•Was President of U.S. Manufacturing from July 1999 to March 2000, and Vice President Finance and IT for the North American Foods Division from 1993 to 1999, prior to his time as Chief Financial Officer and as President of Multifoods Foodservice and Bakery Products •Prior to 1993, held various positions in finance and was an internal auditor for International Multifoods Corporation from 1979 to 1981 Education: Mr. Byom earned his B.A. in Accounting from Luther College.

Celeste A. Clark, Ph.D.

Director

Current Public Company Directorships

Previous Public Company Directorships

•The Hain Celestial Group, Inc. (Better

For Your CPG Products) (Nominating &

Governance Committee Chair)

•Darling Ingredients Inc. (Sustainability

Committee Chair)

•Wells Fargo & Company

•Mead Johnson Nutrition Company, Inc.

•Diamond Foods, Inc.

•AdvancePierre Foods Holdings, Inc.

•Omega Protein Corporation, Inc.

Career Highlights:

•Has served as a director since February 2021

•Has been the principal of Abraham Clark Consulting, LLC, a

consulting firm, since November 2011 and consults on nutrition and

health policy, regulatory affairs and leadership development

•Has been an adjunct professor in the Department of Food Science

and Human Nutrition at Michigan State University since

January 2012

•Serves as a trustee of the W.K. Kellogg Foundation

•Served as Senior Vice President, Global Policy and External Affairs of

Kellogg Company, a food manufacturing company, and was the Chief

Sustainability Officer until she retired in 2011

•Was a member of the Global Executive Management Team and had

an accomplished career spanning nearly 35 years at Kellogg

Company, in which time, she was responsible for the development

and implementation of global health, nutrition and regulatory science

initiatives. In addition, she led global corporate communications,

public affairs, philanthropy and several administrative functions

Recognition & Certifications:

•Recognized as a Director 100 by the National Association of

Corporate Directors in 2023

•She brings significant industry experience in various nutrition,

consumer productions, public policy, risk management,

governance and sustainability matters to the Board.

Education:

Dr. Clark earned her Ph.D. from Michigan State University in Food

Science and Nutrition and in 2021, she was bestowed an honorary

Ph.D. in Humanities.

Leadership

Experience

Finance

Experience

Consumer Products

Experience

Marketing

Experience

Sustainability &

Corporate Governance

Supply Chain

Experience


Prestige Consumer Healthcare Inc.	2025 Proxy Statement	17

Board and Governance Matters




	James C. D’Arecca Director


	Current Public Company Directorships		Previous Public Company Directorships
	•None		•None



Career Highlights: •Has served as a director since August 2023 •Has been Executive Vice President, Chief Financial Officer of Haemonetics Corporation, a medical technology company, since April 2022 •Previously served as Chief Financial Officer of TherapeuticsMD, Inc., a women’s healthcare company, from June 2020 to April 2022 •Served as the Senior Vice President and Chief Accounting Officer of Allergen plc (formerly known as Actavis plc), a global pharmaceutical company, from August 2013 until its merger with AbbVie Inc. in May 2020, prior to joining TherapeuticsMD, Inc. •Served as Chief Accounting Officer at Bausch & Lomb prior to joining Actavis plc		•Held finance and business development positions of increasing responsibility at Merck & Co., Inc. and Schering-Plough Corporation earlier in his career •Began his career at PricewaterhouseCoopers LLP from 1992 to 2005, where he had an industry focus on pharmaceuticals, medical devices, and consumer products Education: Mr. D’Arecca earned a Bachelor of Science in Accounting from Rutgers University and a Master of Business Administration from Columbia University. He is a Certified Public Accountant.




	Sheila A. Hopkins Director


	Current Public Company Directorships		Previous Public Company Directorships
	•None		•Cutera, Inc. •Warnaco, Inc.



Career Highlights: •Has served as a director since August 2015 •Formerly served as the Interim Chief Executive Officer of Cutera, Inc., an energy based and aesthetic devices company, from April 2023 to August 2023. Cutera, Inc. filed Chapter 11 Bankruptcy in March 2025 •Previously served as President, Global Vision Care and Executive Vice President of Bausch + Lomb, a healthcare company, from September 2011 until her retirement in August 2013 •Worked at Colgate-Palmolive, a leading consumer products company, where she held several senior executive positions including Vice President and General Manager, Personal Care, Vice President, Global Business Development and Vice President and General Manager, Professional Oral Care, from September 1997 to August 2011 •Held significant marketing and sales positions at Procter & Gamble, American Cyanamid, and Tambrands, prior to joining Colgate- Palmolive		•Served on the boards of the Consumer Healthcare Products Association and the American Dental Association Foundation Recognition & Certifications: •Certified in Cyber-Risk Oversight by the NACD - National Association of Corporate Directors Education: Ms. Hopkins earned a B.A. in History from Wellesley College.

Leadership

Experience

Finance

Experience

Consumer Products

Experience

Marketing

Experience

Sustainability &

Corporate Governance

Supply Chain

Experience


18	2025 Proxy Statement	Prestige Consumer Healthcare Inc.

Board and Governance Matters




	John F. Kelly Director


	Current Public Company Directorships		Previous Public Company Directorships
	•None		•None



Career Highlights: •Appointed to the Board in May 2024 •Is Chair of the Board of Trustees of Wakeman Boys & Girls Club, and a member of the Worcester Polytechnic Institute Engineering Dean’s Advisory Board •Retired in June 2022 after a 40-year career at Pfizer Inc., a biopharmaceutical company, where he was a member of the Pfizer Global Supply Leadership Team and a member of the Pfizer PAC Board of Directors •Held multiple positions in his career with Pfizer starting in August 1982 and finishing as the Vice President, Quality Operations and Environment, Health & Safety. At Pfizer, Mr. Kelly’s responsibilities included pharmaceutical and consumer product operations, manufacturing strategy, business development, quality and EHS		•Served as Chair of the Board of Directors of Zydus Cadila Oncology Private Limited, a 50/50 joint venture between Pfizer and Zydus Cadila, between March 2019 and June 2022, and prior to that he was a director of same between December 2015 and March 2019 •Was a member of the Board of Directors of The Patterson Club, Fairfield, CT and co-President of the Fairfield College Preparatory School Father’s Club Education: Mr. Kelly earned a degree in Chemical Engineering from Worcester Polytechnic Institute and an M.B.A. in Operations Management from Pace University.




	Ronald M. Lombardi Chair of the Board, CEO and President


	Current Public Company Directorships		Previous Public Company Directorships
	•ACCO Brands Corporation (Audit Committee Chair)		•None



Career Highlights: •Elected Chair of the Board in May 2017 and has served as a director and as President and Chief Executive Officer of the Company since June 2015 •Served as Chief Financial Officer of the Company from December 2010 until November 2015 •Employed by Medtech Group Holdings, a components and contract medical device manufacturer, as Chief Financial Officer, prior to joining the Company, from October 2010 to December 2010 •Served as the Chief Financial Officer of Waterbury International Holdings, a specialty chemical and pest control business, from October 2009 to October 2010 •Employed by Cannondale Sports Group, a sporting goods and apparel manufacturing company, as Chief Operating Officer from August 2008 to October 2009 and as Senior Vice President and Chief Financial Officer from March 2004 to August 2008		•Served in various roles at Gerber Scientific Inc., including Vice President and Chief Financial Officer of Gerber Scientific Inc.’s Gerber Coburn Optical Division and Director of Financial Planning and Analysis from 2000 to 2004 •Previously employed by Emerson Electric, Scovill Fasteners, Inc. and Go/Dan Industries Education: Mr. Lombardi earned a B.S. from Springfield College and an M.B.A. from American International College and has been a licensed CPA.

Leadership

Experience

Finance

Experience

Consumer Products

Experience

Marketing

Experience

Sustainability &

Corporate Governance

Supply Chain

Experience


Prestige Consumer Healthcare Inc.	2025 Proxy Statement	19

Board and Governance Matters




	Dawn M. Zier Director


	Current Public Company Directorships		Previous Public Company Directorships
	•The Hain Celestial Group, Inc. (Better For You CPG Products) (Board Chair)		•Spirit Airlines, Inc. •Purple Innovation, Inc. •Tivity Health, Inc.



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

Leadership

Experience

Finance

Experience

Consumer Products

Experience

Marketing

Experience

Sustainability &

Corporate Governance

Supply Chain

Experience


20	2025 Proxy Statement	Prestige Consumer Healthcare Inc.

Board and Governance Matters

Director Independence

In accordance with the NYSE’s listing requirements, the Board of Directors has evaluated, for each of the directors, 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 director 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 director 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,

D’Arecca, and Kelly. 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. The

Board of Directors also determined that Ms. Zier, Mr. Byom and Mr. D’Arecca are financially literate as that qualification is

interpreted by the Board and the NYSE and each is an “audit committee financial expert” as that term is defined by Securities

and Exchange Commission (the “SEC”) regulations.

Conditional Resignation Policy

If a director does not receive a majority of votes “for” his or her election in an uncontested election, then 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.


Prestige Consumer Healthcare Inc.	2025 Proxy Statement	21

Board and Governance Matters

Director Nomination Process

Board Refreshment and Director Recruitment Process

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.

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. 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 the key experience, qualifications and skills as discussed on page 14 of this

Proxy Statement.



01	02	03



Board and Nominating and Corporate Governance Committee determine desired criteria, including skills and diversity of experience of director candidates	Director candidates identified by search firm, Board members, executive officers and stockholders	Nominating and Corporate Governance Committee evaluates candidates of interest against selection criteria, individual characteristics and qualifications




06	05	04



The Board votes to appoint director candidate based on an assessment of his or her qualifications and potential contributions to the Board	Nominating and Corporate Governance Committee discusses each director candidate, evaluates potential contributions to the Board as a whole and recommends the potential candidate to the Board	Nominating and Corporate Governance Committee Chair, the Independent Lead Director and the Chair conduct interviews and gather information; other Board members may also meet with candidates

Diverse and Experienced Board

In evaluating potential candidates for Board membership, the Nominating and Corporate Governance Committee considers

diversity of age, gender, race, and professional experience. The Board seeks the best qualified candidates which bring the mix

of experience that facilitates the strong strategic oversight necessary to support our business and management. As a result

our board consists of former public company CEOs, current and former CFOs, marketing experts, supply chain experts, and

governance/communications experts. The Board does not have formal diversity requirements, however, we believe our

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

Ethnic Minorities (33% of Board), provides valuable diversity of experience. The Board believes that diversity of experience is

important because the various points of view are reflective of our stakeholders and contribute to a more effective, engaged

Board and better decision-making processes.


22	2025 Proxy Statement	Prestige Consumer Healthcare Inc.

Board and Governance Matters

Stockholder Recommendations for Nominees

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, including

the information required by Rule 14a-19(b) such as a statement that the nominating stockholder intends to solicit the holders

of shares representing at least 67% of the voting power of shares entitled to vote in the election of directors in support of the

nominee. 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.


Prestige Consumer Healthcare Inc.	2025 Proxy Statement	23

OUR GOVERNANCE



	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.

Corporate Governance Highlights



	Board Accountability. All directors stand for election each year subject to a resignation policy if they do not receive a majority.



	Director Independence. 6 of 7 director nominees are independent and all members of each committee are independent.



	Board Leadership. Annual assessment of Board leadership structure and strong Lead Independent Director role appointed each year.



	Director Engagement. Robust attendance for Board and committee meetings in 2025; all directors attended more than 75% of the meetings of the Board and the committees on which they served.



	Board Diversity of Experience. Diverse and experienced Board comprised of individuals with different backgrounds, relevant experiences, ages, gender and ethnic diversity.



	Regular Executive Sessions. All regularly scheduled Board and committee meetings provide an opportunity for the directors to meet without management present.



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



	No Overboarding. Non-employee directors are limited to no more than four public company boards in addition to the Company, and the CEO is limited to one board in addition to the Company.



	Director Access and Resources. Board members have significant interaction with and direct access to senior business leaders and outside experts.



	Stockholder Rights. Stockholders may act by written consent.



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



	Robust Code of Conduct and Ethics. Code of Conduct and Ethics promotes honest and ethical conduct throughout the Company and all employees receive



	Robust Risk Management Oversight. The Board and designated committees exercise oversight of management’s risk assessment and management processes and findings and oversee the Corporate Responsibility strategy and initiatives.


24	2025 Proxy Statement	Prestige Consumer Healthcare Inc.

Our Governance

Board Leadership Structure and Composition

Ronald M. Lombardi serves as Chair 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.

Board of Director Practice Highlights


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

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

	Director Independence. 6 out of 7 director nominees are independent (all directors are independent other than the CEO; fully independent Audit and Finance Committee, Compensation and Talent Management Committee and Nominating and Corporate Governance Committee).


	Independent Board Leadership. Our Board of Directors maintains a Lead Independent Director who meets regularly with our independent members in executive session.

	Board Refreshment. 4 of our 6 independent Board nominees have joined in the last 6 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 SEC rules.


Prestige Consumer Healthcare Inc.	2025 Proxy Statement	25

Our Governance

The Role of the Chair of the Board and the Independent

Lead Director

The Board of Directors appointed Mr. Lombardi as the Chair 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 Chair. 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.



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


The Board of Directors believes the most effective leadership structure for the Company at this time is one with a combined Chair and CEO, coupled with an independent Lead Director. Key responsibilities of the Chair include: •set meeting agendas and Board schedules in coordination with the Lead Director; •prepare meeting materials and ensures that key issues and recommendations are brought to the attention of the Board and management; •identify and lead Board discussions on important matters related to our business operations and related risk; •promotes a cohesive vision and strategy for the Company enhancing effective execution; •provide in-depth knowledge of strategic priorities and operations; and •facilitate effective communication between management and the Board.



					John E. Byom Lead Independent Director


The Lead Independent Director acts in a leadership capacity with respect to the Board of Directors and consults with the Chair of the Board between meetings of the Board of Directors. The Board created the Lead Independent Director role as an integral part of a leadership structure that promotes strong, independent oversight of the Company’s management and affairs. Key responsibilities of the Lead Independent Director include: •assist the Board, the Chief Executive Officer and other members of management in promoting compliance with and implementation of the Corporate Governance Guidelines; •preside at the executive sessions of the independent directors and have the authority to call additional executive sessions or meetings of the independent directors; •preside at Board meetings in the Chair’s absence; •review and approve information sent to the Board; •review and approve meeting agendas for the Board and approve meeting schedules to ensure sufficient time for discussion of all agenda items; •facilitate communications between employees, stockholders and others with the independent directors; •be available for consultation and direct communication with major stockholders if requested; and •monitor and evaluate, along with the members of the Compensation and Talent Management Committee and the other independent directors, the performance of the Chief Executive Officer.


26	2025 Proxy Statement	Prestige Consumer Healthcare Inc.

Our Governance

Committees of the Board



	100%			As required by the NYSE, all members of the Audit and Finance, Compensation and Talent Management and Nominating and Corporate Governance Committees are independent directors.



Audit and Finance Committee	Meetings in 2025: 5




James C. D’Arecca (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 strategic, enterprise risk exposures, concentrations and mitigation measures undertaken by

management to monitor and control those exposures;

•reviewing policies with respect to the Company’s information technology (IT) systems, privacy, information governance,

artificial intelligence (AI) and cybersecurity management, including meeting with management at least annually to review

the Company’s IT security program, compliance and controls with the Chief Information Security Officer, and the steps

management has taken to monitor and mitigate such cyber and privacy exposures;

•oversight of the impact of new and proposed environmental disclosure laws and regulatory requirements, filings, controls

and procedures; and

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

from time to time.


Prestige Consumer Healthcare Inc.	2025 Proxy Statement	27

Our Governance

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 five times

during 2025.



Compensation and Talent Management Committee	Meetings in 2025: 5




Dawn M. Zier (Chair)	John E. Byom	Celeste A. Clark	John F. Kelly

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;

•approving the annual corporate goals and objectives of the CEO and executive officers and evaluating their performance

against those goals and objectives;

•reviewing succession planning for senior management and, along with the Nominating and Corporate Governance

Committee, for the CEO;

•oversight of the development, implementation, and effectiveness of the Company’s policies and strategies related to its

human capital management, including matters related to equal opportunity and talent management; and

•handling such other matters as are specifically delegated to the Compensation and Talent Management Committee by the

Board of Directors from time to time.

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.

The Compensation and Talent Management Committee met five times during 2025.


28	2025 Proxy Statement	Prestige Consumer Healthcare Inc.

Our Governance

Compensation and Talent Management Committee Interlocks and

Insider Participation

For 2025, John E. Byom, Celeste A. Clark, John F. Kelly and Dawn M. Zier served as members of the Compensation and

Talent Management Committee. During 2025, no member of the Compensation and Talent Management Committee served

as an officer or employee of the Company or its subsidiaries, was formerly an officer of the Company or its subsidiaries,

or entered into any transactions with the Company or its subsidiaries that would require disclosure under applicable

SEC regulations.

During 2025, none of our executive officers served as a member of the compensation committee or on the board of directors

of another entity, any of whose executive officers served on our Compensation and Talent Management Committee or on our

Board of Directors.



Nominating and Corporate Governance Committee	Meetings in 2025: 5




Celeste A. Clark (Chair)	James C. D’Arecca	Sheila A. Hopkins	John F. Kelly

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;

•considering and making recommendations to the Board of Directors on questions of independence and possible conflicts

of interest of members of our Board and executive officers in accordance with the Corporate Governance Guidelines;

•monitoring our performance under our principles of corporate governance;

•monitoring risks related to its areas of corporate responsibility and governance, including, along with the Audit and Finance

Committee, the Company’s Code of Conduct and Ethics;

•reviewing succession planning and refreshment for the Board;

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

•oversight of the Company’s responsibilities as a corporate citizen pertaining to corporate social responsibility and global

sustainability including environmental, social and corporate governance policies and practices, responsible sourcing,

community impact and corporate reputation; and

•handling such other matters as are specifically delegated to the Nominating and Corporate Governance Committee by the

Board of Directors from time to time.

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 five times during 2025.


Prestige Consumer Healthcare Inc.	2025 Proxy Statement	29

Our Governance

The Board’s Role and Responsibilities

Oversight of Strategy

Our Board plays a crucial role in overseeing our long-term corporate strategy, approving strategic plans, monitoring

performance with key metrics, allocating resources effectively, and making informed investment decisions. Each year, the

Board holds a strategic planning session with members of Prestige’s senior leadership who present and solicit guidance on

both the Company’s strategic long-range plan as well as its annual operating plan. At subsequent meetings, the Board

continues to review the Company’s progress against the plans and will review specific strategic initiatives that may be

proposed during the year. The Board is continuously engaged in providing oversight and independent business judgment on

the strategic issues that are most important to the Company.

The Board is committed to oversight of

the Company’s business strategy and

strategic planning, including work

embedded in the Board committees,

regular Board meetings and a dedicated

meeting each year to focus on strategy.

This ongoing effort enables the Board to focus on

Company performance over the short, intermediate and

long term, as well as the quality of operations. In

addition to financial and operational performance, non-

financial measures, including sustainability goals, are

discussed regularly by the Board and Board committees.

Holds a two-day

strategy session,

including presentations

from, and engagement

with, the Senior

Leadership Team and

other senior executives

across the Company

Routinely engages with

senior management on

critical business matters

that tie to the

Company's

overall strategy

Periodically travels to

the Company’s facilities

to obtain a first-hand

look at the Company’s

operations

Regularly meets with

the next generation of

leadership to ensure

the pipeline remains

diverse and inclusive


30	2025 Proxy Statement	Prestige Consumer Healthcare Inc.

Our Governance

Risk Oversight and Risk Management

The Board is actively involved in oversight of the significant risks affecting our business. The Board and its committees’ risk

oversight activities are informed by our management risk assessment and risk management processes. Our Board monitors

our “tone at the top” and risk culture and oversees emerging strategic risks. Risk management is overseen by our Board

through the Board’s committees. Each committee provides regular reports to the Board regarding matters reviewed by

their committee.

Board Oversight

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.

The Board reviews risks to the Company strategy and operations.

Committees

Audit & Finance

•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, artificial

intelligence, 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

environmental, health and

safety matters; and

•Risks related to liquidity and

capital allocation.

Compensation &

Talent Management

•Risks associated with the

Company’s compensation

philosophy and programs;

•Engages an independent consultant

to support the Compensation

Committee in reviewing compensation

programs and policies to encourage

appropriate risk taking;

•Talent acquisition and retention

risks; and

•Human capital management

and issues related to

employment practices.

Nominating & Corporate

Governance

•Risks related to corporate

governance, including the

Corporate Governance Guidelines;

•Along with the Audit and Finance

Committee, the Company’s Code

of Conduct and Ethics;

•Corporate responsibility,

sustainability and environmental,

health and safety related risks and

opportunities; and

•Succession planning for the Board

and CEO.

Role of Management

Prestige Consumer Healthcare’s management has day-to-day responsibility for:

•Identifying risks and assessing them in relation to Company strategies and objectives;

•Implementing suitable risk mitigation plans, processes and controls; and

•Appropriately managing risks in a manner that serves the best interests of Prestige Consumer Healthcare, its stockholders and

other stakeholders.

Management regularly reports to the Board on its risk assessments and risk mitigation strategies for the major risks of our business.

Senior management and other employees also report to the Board and its committees from time to time on risk-related issues.


Prestige Consumer Healthcare Inc.	2025 Proxy Statement	31

Our Governance

Board Oversight of Certain Areas/Key Risks

Oversight of Enterprise Risk Management

Management administers an annual detailed Enterprise Risk Management assessment to identify and rank the most

significant risks that affect our Company, including consideration of a large number of risks associated with companies in

the consumer products industry. Formal alignment of the most significant risks occurs between the Board and executive

management every year and as changes in the risk environment necessitate. The assessed risks encompass, among others,

economic, industry, enterprise, operational, cybersecurity, compliance and financial risks. Our Chief Executive Officer

assigns a manager to lead the management of each of those risks identified as among the most significant. As part of the

risk management process, management (with the assistance of our third-party internal auditor) annually prepares a project

plan under which it reviews activities directed to mitigate business and financial related risks. This plan is reviewed with the

Audit and Finance Committee annually and throughout the year as updates occur. Our third-party internal auditor reports

directly to the Audit and Finance Committee and advises the committee on a quarterly basis regarding management’s risk

assessment process and the progress of mitigation activities designed to facilitate the maintenance of risk within

acceptable levels.

Oversight of Cybersecurity and Privacy Risk Management

Our Board considers cybersecurity risk as part of its risk oversight function and has delegated to the Audit and Finance

Committee oversight of cybersecurity and other information technology risks. The Audit and Finance Committee

oversees management’s implementation of our cybersecurity risk management strategy, including reviewing risk

assessments from management with respect to our information technology systems and procedures, and overseeing

our cybersecurity risk management strategy. The Audit and Finance Committee, which is tasked with oversight of

certain risk issues, including cybersecurity, receives regular reports from the Chief Financial Officer and the Vice

President, Information Technology and Chief Information Security Officer (“CISO”). At least annually, the Audit and

Finance Committee receives updates on the strategy and about the results of exercises and response readiness

assessments led by outside advisors who provide a third-party independent assessment of our technical program and

our internal response preparedness. The Audit and Finance Committee also receives periodic briefings regarding our

information security programs and cyber threats in order to enhance our directors’ literacy on cyber issues. In addition,

management will update the Audit and Finance Committee, as necessary, regarding cybersecurity incidents that we

may experience. Our CISO and Chief Financial Officer are responsible for assessing and managing our material risks

from cybersecurity threats. The cyber security risk management team, which includes personnel with Certified

Information Systems Security Professional ("CISSP") certification from ISC2, has primary responsibility for our overall

cybersecurity risk management program and oversees both our internal cybersecurity personnel and our retained

external cybersecurity consultants. Our cyber security risk management team is led by our CISO, who has significant

experience across digital innovation and technology-enabled growth, information security, infrastructure, operations and

compliance. Our management team supervises efforts to prevent, detect, mitigate, and remediate cybersecurity risks

and incidents through various means, which include briefings from internal personnel; threat intelligence and other

information obtained from governmental, public or private sources, including external consultants engaged by us; and

alerts and reports produced by security tools deployed in the IT environment.


32	2025 Proxy Statement	Prestige Consumer Healthcare Inc.

Our Governance

Oversight of Corporate Responsibility

Our Board considers corporate responsibility to be important for the long term success of the Company and has delegated

oversight of those programs to the Nominating and Corporate Governance Committee. Our Senior Vice President and General

Counsel and our Vice President, Investor Relations and Treasury lead our corporate responsibility initiatives supported by

various functional representatives and external subject matter experts. They meet regularly with functional experts to review

the health of the program, opportunities for improvement, and the status of execution against agreed program priorities. Our

Senior Vice President and General Counsel and Vice President, Investor Relations and Treasury also meet regularly with the

Nominating and Corporate Governance Committee to review our corporate responsibility priorities.

Board of Directors

Nominating and Corporate

Governance Committee

Compensation and Talent

Management Committee

Audit and Finance

Committee

Corporate Management

Social Responsibility Committee

Senior Vice President, General Counsel & Corporate Secretary; Vice President, Investor Relations & Treasury;

Vice President, Human Resources; Vice President, Manufacturing & Operations

Environmental Health & Safety Manager

Succession Planning

Our Board of Directors recognizes that one of its most important duties is to ensure excellence and continuity in our senior

leadership by overseeing the development of executive talent and planning for the effective succession of the Chair of our

Board of Directors and our CEO and other senior members of executive management. Our CEO and other senior executive

succession planning process includes identifying external candidates, where appropriate, and identifying and developing

potential internal candidates on an ongoing basis.

Our Board of Directors is committed to being prepared for a planned or unplanned change in our leadership in order to ensure

our stability. In continuation of this process, the Nominating and Corporate Governance Committee, in collaboration with the

Compensation and Talent Management Committee, agree upon and recommend to the Board a succession plan for our CEO

in the ordinary course of business and in emergency situations. Through this process, our Board of Directors receives from

our CEO qualitative evaluations of, and recommendations concerning, potential successors to our CEO and our other senior

executives, along with a review of any development plans recommended for such individuals. At least once annually, our

Board of Directors reviews our succession plans. Succession planning is also regularly discussed in executive sessions of our

Board of Directors and in committee meetings, as applicable. Our directors become familiar with internal potential successors

for key leadership positions through various means, including a comprehensive annual talent and succession review, Board of

Directors and committee meeting presentations, and less formal interactions throughout the course of the year.


Prestige Consumer Healthcare Inc.	2025 Proxy Statement	33

Our Governance

Director Engagement

Meetings and Attendance

The Board of Directors held five meetings during fiscal 2025.

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 2025 Annual Meeting of

Stockholders (the “Annual Meeting”) either in person, by

videoconference or by telephone. All our directors attended

the 2024 Annual Meeting of Stockholders.

≥75% ATTENDANCE

Each of our directors attended 75% or more of the total

number of meetings of the Board of Directors and those

committees on which he or she served during the last

fiscal year.

Director Orientation and Continuing Education

Regular continuing education programs enhance the skills and knowledge directors use to perform their responsibilities.

These programs may include internally developed programs or programs presented by third parties. In addition to the regular

sustainability, cybersecurity, legal and regulatory updates the Board receives at meetings, we encourage our directors to

participate in external continuing director education programs. New directors also receive a comprehensive orientation

session that provides them with a thorough understanding of their fiduciary duties, as well as a robust overview of the

Company’s business and strategies, which allows new directors to begin making contributions to the Board at the start of

their service.

Board Evaluation Process

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, those changes may be implemented through amendments to the Company’s corporate governance

practices and the documents through which such practices are effectuated.

Review of Process

The Nominating &

Corporate Governance

Committee annually

reviews the

self-assessment

process

Self-Assessment

Questionnaire

Provides director

feedback on the

Board and each of

the committees

Results Analyzed

Results of the self-

assessment analyzed

by the Chair of the

Nominating &

Corporate Governance

Committee and

discussed with

such committee

Individual Discussions

The Chair of the

Nominating &

Corporate Governance

Committee engages

with individual

directors

as appropriate

Feedback Incorporated

Policies and practices updated

as appropriate as a result of the

annual self-assessment and

ongoing feedback

Ongoing Feedback

Directors are encouraged

to provide ongoing feedback

in addition to the annual

self-assessment

Summary of Results

Summary of Board

and committee

self-assessment results

provided to full Board


34	2025 Proxy Statement	Prestige Consumer Healthcare Inc.

Our Governance

Other Governance Policies and Practices

Code of Business Conduct

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, the Insider Trading Policy, 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 SEC, and

compliance with all applicable rules and regulations that apply to the Company and its officers, employees and directors. The

Insider Trading Policy governs the purchase, sale and other dispositions of the Company’s securities by the Company’s

directors, officers and employees that are reasonably designed to promote compliance with insider trading laws, rules and

regulations and NYSE listing standards.

•Code of Conduct and Ethics

•Charters of our Audit and Finance, Compensation and

Talent Management and Nominating and Corporate

Governance Committees

•Code of Ethics for Senior Financial Employees

•Corporate Governance Guidelines

•Insider Trading Policy

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 www.prestigeconsumerhealthcare.com			By Writing To Prestige Consumer Healthcare Inc. Attention: Corporate Secretary 660 White Plains Road, Tarrytown, New York 10591

Director Communications



		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.

Company 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 Chair 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.


Prestige Consumer Healthcare Inc.	2025 Proxy Statement	35

DIRECTOR COMPENSATION

Overview

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. CAP most recently performed

a full review against the peer group in August 2023. In consideration of the advice and recommendations from CAP, the

Compensation and Talent Management Committee recommended, and the Board approved, the compensation program for

directors which became effective as of August 1, 2023. CAP is expected to complete a full review of director compensation

against the Company’s peer group in August 2025.

Elements of Director Compensation

Under the director compensation program, each of our directors other than Mr. Lombardi receives the following cash and

equity compensation for their services as a director:


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

•The annual grant of restricted stock units valued at $150,000 are awarded on the date of the election of each director at the

annual meeting of stockholders, which restricted stock units vest one year after the date of grant so long as membership

on the Board of Directors continues through the vesting date. Settlement in common stock occurs at each recipient’s prior

election, either upon vesting or on the earliest of the director’s death, disability or the date on which the director’s board

membership ceases for reasons other than death or disability;

•If a director is elected at a time other than the annual meeting, they receive a pro-rated grant of restricted stock units for

service provided between the date he or she first becomes a director and the next annual meeting of stockholders.

•The $95,000 annual cash retainer fee is paid in equal quarterly installments, reflecting a $5,000 increase from fiscal 2023.

•No meeting fees are payable to directors.

•Our directors are reimbursed for out-of-pocket expenses incurred in connection with Board of Directors and/or

committee participation.

Please see the Director Compensation table for information regarding the compensation paid to our directors during 2025.


36	2025 Proxy Statement	Prestige Consumer Healthcare Inc.

Director Compensation

Director Compensation Policies and Practices

Grant Limits

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 Chair of the Board or Lead Director.

Stock Ownership Guidelines

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 director 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 election to the Board.

All directors are in compliance with these requirements.



	Each director must maintain ownership of shares ≥5X the amount of their annual cash retainer, currently $475,000 (5 X $95,000 retainer).

Director Compensation in 2025

The following table sets forth the cash and equity compensation paid or awarded to our non-employee directors during 2025.

The columns regarding option awards and non-equity incentive, pension and deferred compensation plans have been omitted,

as the Company does not provide such elements of compensation to our directors for their services.


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

(1)Reflects the grant date fair value of the stock awards granted in 2025, determined in accordance with FASB ASC Topic 718. On

August 5, 2024, Mr. Kelly received 555 restricted stock units, representing $37,500 divided by $67.58 (the closing stock price of our

common stock on the NYSE on August 5, 2024). On August 6, 2024, each of Mses. Clark, Hopkins and Zier and Messrs. Byom, D’Arecca

and Kelly received 2,202 restricted stock units, representing $150,000 divided by $68.13 (the closing price of our common stock on the

NYSE on August 6, 2024). The restricted stock units, which entitle the grantee to receive one share of common stock for each restricted

stock unit, vest one year from the date of the grant and will be settled, at each recipient’s prior election, either upon vesting or upon the

earliest to occur of such director’s death, disability or the cessation of board service for any reason other than death or disability. As of

March 31, 2025, Mses. Clark, Hopkins and Zier and Messrs. Byom, D’Arecca and Kelly held 11,436, 28,029, 14,439, 52,500, 4,497, and

2,757 restricted stock units under the Company’s equity compensation plans, respectively. As of March 31, 2025, none of our directors

held any stock options.


Prestige Consumer Healthcare Inc.	2025 Proxy Statement	37

OUR EXECUTIVE OFFICERS

Our executive officers are as follows:




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


					Age: 61



	Career Highlights: Ronald M. Lombardi was elected Chair of the Board in May 2017 and has served as a director and as President and Chief Executive Officer of the Company since June 2015. 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. 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/Chief Operating Officer


					Age: 50



	Career Highlights: Christine Sacco was appointed to the position of Chief Financial Officer and Chief Operating Officer for the Company in January 2025. She served as the Chief Financial Officer of the Company from September 2016 until January 2025. 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.


38	2025 Proxy Statement	Prestige Consumer Healthcare Inc.

Our Executive Officers




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


					Age: 59



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




					Adel Mekhail Executive Vice President, Marketing & Sales


					Age: 64



	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 B.S. in Pharmaceutical Sciences from Tanta University in Egypt and his M.B.A. from RMIT University in Melbourne, Australia.




					Jeffrey Zerillo Executive Vice President, Operations


					Age: 64



	Career Highlights: Jeffrey Zerillo was appointed to the position of Senior Vice President, Operations for the Company in April 2018. Mr. Zerillo joined the Company from Teva Pharmaceuticals, a pharmaceutical company, where he served as Vice President, Supply Chain Management for the America’s Region from 2016 to 2018. He brings experience managing complex supply chains in pharmaceuticals, biologics and medical devices from companies including Actavis/Allergan, a pharmaceutical company, from 2014 to 2016, Purdue Pharma from 1995 to 2013, Tura L.P. from 1994 to 1995 and Instrumentation Laboratories from 1988 to 1994. He earned a B.S. in Business Management - Production Operations from York College of Pennsylvania and an Executive Certificate from Sloan School of Business.


Prestige Consumer Healthcare Inc.	2025 Proxy Statement	39

EXECUTIVE COMPENSATION



PROPOSAL 2: 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 40 of this Proxy Statement, describes the Company’s executive compensation program in detail, and we encourage you to review it. At the 2023 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 vote 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. What Does the Board Recommend?


	For all of the reasons discussed in our CD&A beginning on Page 40 of this Proxy Statement, the Board of Directors recommends that you vote for the approval of the compensation of our Named Executive Officers as described in this Proxy Statement.


40	2025 Proxy Statement	Prestige Consumer Healthcare Inc.

Executive Compensation

Compensation Discussion and Analysis

Our Named Executive Officers

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:




Ronald M. Lombardi President and Chief Executive Officer	Christine Sacco Chief Financial Officer & Chief Operating Officer	Adel Mekhail Executive Vice President, Sales and Marketing	William C. P’Pool Senior Vice President, General Counsel and Corporate Secretary	Jeffrey Zerillo Senior Vice President, Operations



Table of Contents

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


Prestige Consumer Healthcare Inc.	2025 Proxy Statement	41

Executive Compensation

Executive Summary

Our Performance During 2025

The Company achieved record revenues, record adjusted earnings per share, and strong free cash flow growth in fiscal 2025

thanks to our business strategy and the unique attributes of our portfolio, with key fiscal year metrics as follows:



Stable Revenue	Sustained Profitability	Strong Free Cash Flow	Low Year-End Leverage

Record Revenue of to $1,138 Million	Adjusted EPS of $4.52	Up 2% from 2024 to $243 Million	2.4x Leverage Lowest in Company History

Please refer to Appendix A for a reconciliation of non-GAAP Adjusted EPS and Free Cash Flow to our most directly

comparable financial measure presented in accordance with GAAP.

Compensation Philosophy

It is the intent of the Company, through the efforts of the Compensation and Talent Management Committee (“CTMC”), 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 uses median as a reference point in setting target pay levels for the Company’s

executive officers.


42	2025 Proxy Statement	Prestige Consumer Healthcare Inc.

Executive Compensation

The Company uses the following types of compensation to compensate and reward our executive officers for their

performance: base salary, a cash-based annual incentive plan, and long-term equity awards comprised of performance stock

units and restricted stock units. The Compensation and Talent Management Committee believes that the elements of

compensation that it provides create a flexible, performance-based compensation package that focuses and rewards

executives for short and long-term performance, while aligning the interests of our executive officers with the interests of

the Company’s stockholders.

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


	The executive’s level of responsibility and function within the Company;			Executive compensation offered to similarly situated executives at peer companies; and
	The overall performance and profitability of the Company;			Good governance practices.
	The executive’s performance within the Company;

Approach to Compensation Program

Goals of Our Compensation Program

Base

Salary

Annual Cash

Incentive Awards

Long-term

Equity Awards

•Attract, Retain & Motivate

•Maintain Good Governance

•Attract, Retain & Motivate

•Support Company

Objectives

•Reinforce Strategy

•Maintain Good Governance

•Attract, Retain & Motivate

•Support Company

Objectives

•Reinforce Strategy

•Maintain Good Governance

Structure of Program

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. Performance Stock Units and Restricted Stock Units are weighted as follows:


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


Prestige Consumer Healthcare Inc.	2025 Proxy Statement	43

Executive Compensation

The charts below show the percentage of pay tied to financial or stock performance of 84% and 72% of the total

compensation for 2025 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.

Key Changes within the Compensation Program

Ms. Sacco was promoted to Chief Financial Officer and Chief Operating Officer in January 2025. Upon her promotion she

received an immediate increase in base salary to $700,000, an increase in target bonus to 75% of base salary and an increase

in target LTIP award value to $1,575,000. In addition, because Ms. Sacco is deemed important to the success of the

Company in her new role as CFO/COO and because she is considered a potential successor to the role of CEO of the

Company, she was granted a one-time award in the form of an RSU stock grant with a value in the amount of $1,575,000

which will cliff vest after four years. The company does not regularly grant one-time awards and does not expect to do so on a

regular basis, but the board felt this was prudent to help retain Ms. Sacco for the next several years.

Our 2025 Compensation Program

Brief Summary of Compensation Program

GOALS OF THE PROGRAM:

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

•Reinforce our strategy;

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

•Maintain practices that support good governance.

ANNUAL CASH INCENTIVE AWARDS:

•Our named executive officers earned their annual cash incentive awards through our Annual Incentive Plan (“AIP”)

primarily based on the Company’s achievement of pre-determined performance goals related to Net Sales (weighted 50%)

and Adjusted AIP EBITDA (weighted 50%), as defined later in the Compensation Discussion and Analysis.

•The Company exceeded its Net Sales target and met 99% of its Adjusted EBITDA goals in the very challenging

macroeconomic environment.

•Pursuant to the 2025 AIP, our named executive officers achieved a bonus payout equal to 98.6% of their target bonus

based on the financial performance of the Company. Our plan also allows for an individual adjustment, up or down, based

on individual performance as discussed later in Compensation Discussion and Analysis.


44	2025 Proxy Statement	Prestige Consumer Healthcare Inc.

Executive Compensation

LONG-TERM INCENTIVE AWARDS:

•The performance-based orientation of our long-term incentive program is reflected in 75% of our CEO’s targeted value of

the long-term incentive award allocated to performance stock units, which are earned based on performance over 3-years.

The remaining 25% is delivered in restricted stock units, which vests ratably over 3-years.

•Our other named executive officers’ targeted value of the long-term incentive award was allocated 60% to performance

stock units and 40% to restricted stock units.

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

•The May 2022 performance stock unit grant payout was 80.5% for the three-year performance period, fiscal 2023

through 2025.

DYNAMIC ENVIRONMENT:

During fiscal 2025 we generated stable revenues and earnings even within the backdrop of a dynamic economic environment

with significant supply chain challenges. Consistent with our long-term strategy, we reduced net leverage to the lowest point

in Company history providing enhanced capital allocation optionality for the future. This record performance demonstrates that

our business strategy and diversified portfolio of consumer healthcare brands gives us the ability to generate outstanding

value across economic environments.

Elements of Compensation

The following table provides additional information regarding the various elements of our 2025 executive

compensation program.


Pay Element	Objective	Purpose of the Pay Element

Base Salary	•Skills, experience, competence, performance, responsibility, leadership and contribution to the Company.	•Recognize the level of job scope and complexity, and the skills, experience, leadership and sustained performance required by the executive.


Annual Cash Incentive (“AIP”)	•Efforts to achieve annual target revenue and profitability.	•Reward the achievement of annual performance targets. •Ensures compensation is properly aligned to financial performance, including being completely at risk for failure to meet annual financial threshold targets.


Long-Term Incentive Awards (Performance Stock Units, Restricted Stock Units)	•Efforts to achieve long-term revenue growth and profitability over the three year vesting period. •Ability to increase and maintain stock price. •Achievement of adjusted cumulative EBITDA and cumulative Revenue goals. •Continued employment with the Company during the three-year vesting period.	•Reward achievement of long-term financial term performance and strategic corporate initiatives. •Provide a competitive mix of incentives to attract and retain top talent and to further reinforce alignment between the interests of management and shareholders.


Prestige Consumer Healthcare Inc.	2025 Proxy Statement	45

Executive Compensation

Say-on-Pay Results

At the 2024 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 2024 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.

2024 SAY ON PAY APPROVAL

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 practices of our Compensation and Talent Management Committee:



The Committee is composed solely of independent directors.	The 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 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 Committee regularly reviews succession and talent management.


46	2025 Proxy Statement	Prestige Consumer Healthcare Inc.

Executive Compensation

Executive Compensation Best Practices


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

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

	Clawback Policy. All awards (and/or any amount received with respect to such awards) under the Annual Incentive Plan and the 2020 LTIP are subject to reduction, cancellation, forfeiture or recoupment to the extent necessary to comply with applicable law, stock exchange listing requirements, and the recoupment policy of the Company.

	Minimum Vesting Requirements. Awards granted under the 2020 LTIP will be subject to a minimum vesting period of one year except for 5% of the pool that is available to grant with shorter vesting.

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

	No Excessive Perqs. We do not provide excessive perquisites.


	No Liberal Share Recycling Provisions. Shares retained by or delivered to the Company to pay the exercise price of a stock option or to satisfy tax withholding obligations in connection with the exercise, vesting or settlement of an award count against the number of shares remaining available under the 2020 LTIP.

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

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

	No Gross-Ups. Our executive severance plan does not contain a Section 280G excise tax “gross-up” provision.

	Robust Stock Ownership Guidelines. We maintain robust stock ownership guidelines for both officers and directors, which are described later in this CD&A.

	No Hedging. We prohibit hedging and limit pledging by the Company’s directors, executive officers and employees.


Prestige Consumer Healthcare Inc.	2025 Proxy Statement	47

Executive Compensation

Executive Compensation Decision-Making Process

Roles and Responsibilities

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.

In 2025, 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 and that CAP is independent.

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

Talent Management Committee.


	Role of Compensation and Talent Management Committee
	Role of Compensation and Talent Management Committee

The Compensation and Talent Management Committee and the Board of Directors are responsible for establishing the CEO’s compensation package.



Role of Independent Consultant •CAP assisted 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. •CAP was consulted by the Compensation and Talent Management Committee in determining the compensation to be awarded to Mr. Lombardi in 2025, and in determining his compensation program for 2026.		Role of Management Mr. Lombardi, our Chair, 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.

Compensation Review and Competitive Analysis

As part of its evaluation of the Company’s compensation packages, CAP recommended a group of peer companies that

reflect the Company’s 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 as well as select companies in the Pharmaceutical space. In addition, given our operating model

and high margins, we consider strong EBITDA performance to be an important metric in selecting our peers.


48	2025 Proxy Statement	Prestige Consumer Healthcare Inc.

Executive Compensation

In determining compensation for 2025, the Compensation and Talent Management Committee reviewed and considered

market data provided to it by CAP related to individual pay components (salary and target annual bonus opportunity), total

cash compensation, long-term incentive target grant values, and total direct compensation, at the 25th percentile, median,

and 75th percentile of the peer group. The Compensation and Talent Management Committee intends compensation to

approximate the median level of compensation offered to similarly situated executive officers at companies in the

Company’s peer group.

The Compensation and Talent Management Committee approved the following peer group:


2025 Peer Group

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

For 2025 compensation planning, the Compensation and Talent Management Committee removed Hostess Brands, Inc.

(acquired) and Tupperware Brands Corp. (filed bankruptcy) and added Utz Brands, Inc. and Amphastar Pharmaceuticals, Inc.

For 2026 compensation planning, the Compensation and Talent Management Committee removed Jazz Pharmaceuticals

(revenue no longer comparable), Primo Water (merged) and Vista Outdoor (split and acquired) and added Spectrum Brands,

BellRing Brands and Simply Good Foods. 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.

2025 NEO 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 2025 are set forth in the “Salary” column of the

Summary Compensation table later in this Proxy Statement.

In May 2025, the Compensation and Talent Management Committee approved adjustments to base salaries for fiscal 2026,

as set forth below:


Name	FY2025 Salary		FY2026 Salary		% Increase Effective April 1, 2025*
Mr. Lombardi		$1,000,000		$1,000,000	0%
Ms. Sacco		$700,000		$715,000	2.1%
Mr. Mekhail		$528,000		$544,000	3%
Mr. P’Pool		$546,000		$562,000	3%
Mr. Zerillo		$370,000		$381,000	3%

*Increases approved in May were retroactive to beginning of fiscal year.


Prestige Consumer Healthcare Inc.	2025 Proxy Statement	49

Executive Compensation

Annual Cash Incentive Plan

The Annual Incentive Plan (“AIP”) provides our executive officers with the ability to earn additional cash compensation

based on a percentage of base salary and the Company’s performance. The Company views the AIP as a performance-based

component of executive compensation that motivates and incentivizes the executive officers to achieve the short-term goals

of the Company and our stockholders.

For 2025, the Compensation and Talent Management Committee chose the following as the corporate financial goals for

the AIP:


Metric	Definition	Rationale for Selection

AIP net sales	Total revenues.	Drive consistent top-line growth.


AIP Adjusted EBITDA	Net income plus depreciation and amortization, interest expense, integration, transition, purchase accounting, legal and various other costs associated with acquisitions and divestitures, tradename impairment and certain tax adjustments.	Drive stockholder value creation in terms of growth of earnings per share and free cash flow.

Typically, no bonuses are payable under the AIP unless the Company achieves threshold performance for one of the goals set

for net sales or Adjusted EBITDA. If the Company achieves both of these threshold goals, then each of our named executive

officer’s bonus is subject to a maximum award of 200% of their target bonus based on achievement with respect to the

Company performance factors. The award will be subject to an additional individual performance factor that may be added to

and raise the total annual bonus for the executive above 200% of their target bonus up to the maximum of the individual

award factor of 20%. The individual performance factor may also decrease payouts by up to 20%.

Payout Formula


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

The Compensation and Talent Management Committee identified a target bonus, expressed as a percentage of their base

salary, for each named executive officer, which for 2025 were as follows:


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


50	2025 Proxy Statement	Prestige Consumer Healthcare Inc.

Executive Compensation

The following table reflects the 2025 net sales, Adjusted EBITDA and payout levels approved by the Compensation and Talent

Management Committee that correspond to the threshold, target and maximum performance by the Company. The named

executive officers earn no payment (if performance is below threshold) or a payment on a sliding-scale between the minimum

(threshold) amount and the maximum amount, inclusive of the target amount based on the Company’s performance.


		Performance Level/Payout (MIL)

Metric	Weighting	Threshold (50%)	Target (100%)	Maximum (200%)	Payout
					98.6%
AIP Net Sales


AIP Adjusted EBITDA

Following the close of the fiscal year, the Compensation and Talent Management Committee assesses the Company’s

performance against the pre-determined performance targets and determines the amount, if any, of bonus earned by the

executive officers. To be eligible to receive cash incentive compensation, the executive must be employed with the Company

at the time payments are made by the Company. Even with a very challenging macroeconomic environment and supply chain

disruptions in 2025, our 2025 Net Sales and Adjusted EBITDA for the Company were $1,137.7 million and $374.5 million,

respectively. Based on the results of these financial metrics, our named executive officers earned 98.6% of their

target bonus.

While the entire leadership team performed very well in the challenging macroeconomic environment, the Compensation and

Talent Management Committee elected to award additional bonus to Ms. Sacco and Mr. P’Pool. When determining the

adjustments to individual bonus payouts, the Compensation and Talent Management Committee considered each named

executive officers’ achievement against their respective goals. Any adjustments to the payouts are linked to the goals and

objectives set for the individual by the CEO or in the case of the CEO, by the Compensation and Talent Management

Committee. Key achievements by our named executive officers considered by the Compensation and Talent Management

Committee for 2025 included:


Name	Individual Performance Highlights	Individual Adjustment

Ronald M. Lombardi	For Mr. Lombardi, our President and Chief Executive Officer, (a) successfully lead the Company through the challenging macroeconomic environment created by significant supply chain challenges, delivering solid financial performance, (b) delivered cash flow of over $240 million despite inventory impacted by supply chain issues, (c) managed significant debt paydown with leverage below targeted level by year end, (d) made meaningful progress in customer service levels and cost reductions and (e) advanced corporate responsibility initiatives, including publication of sustainability report.	—%


Prestige Consumer Healthcare Inc.	2025 Proxy Statement	51

Executive Compensation


Name	Individual Performance Highlights	Individual Adjustment

Christine Sacco	For Ms. Sacco, our Chief Financial Officer & Chief Operating Officer, (a) helped successfully lead the Company through the challenging macroeconomic environment created by significant supply chain challenges, delivering a solid financial performance, (b) delivered cash flow of over $240 million, (c) managed significant debt paydown with leverage below 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.	+15%


Adel Mekhail	For Mr. Mekhail, our Executive Vice President of Marketing & Sales, (a) successfully drove North American financial performance in the challenging macroeconomic environment which included significant supply chain challenges and high inflation, (b) actively managed marketing initiatives and spend to continue to deliver strong sales and profit growth in e-commerce channels, (c) successfully lead margin improvement projects to reduce impact of inflation, and (d) successfully launched several new products extending product lines and growing revenue and profitability.	—%


William C. P’Pool	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 significant supply chain challenges and challenged suppliers, (b) advanced 3-year roadmap for corporate responsibility initiatives, including publication of sustainability report, (c) strengthened the organization in terms of business conduct, compliance and control, and (d) 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.	+10%


Jeffrey Zerillo	For Mr. Zerillo, our Senior Vice President, Operations, (a) managed the supply chain to minimize disruption to the business during challenging environment created by significant supply chain challenges and high inflation, (b) made meaningful progress in customer service levels despite multiple supply chain challenges, (c) effectively delivered productivity and savings above targeted levels despite inflationary pressures, and (d) continued evolution of the Company’s manufacturing partner network capabilities to address supply chain constraints, challenged suppliers and support business growth.	—%

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


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

The 2025 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.


52	2025 Proxy Statement	Prestige Consumer Healthcare Inc.

Executive Compensation

Equity Awards

Executive officers of the Company are eligible to receive annual equity awards under our “2020 LTIP”. Awards under the

2020 LTIP tie a significant portion of an executive officer’s long-term compensation directly to stock price appreciation realized

by all our stockholders and aligns an executive officer’s interests with those of our stockholders. Under the 2020 LTIP, our

executive officers may receive performance stock units and restricted stock units.

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

In May 2024, following discussions with CAP and review of the benchmarking data for our executive officers, the

Compensation and Talent Management Committee increased target award values for each executive for FY2025 to move

each closer to the median of the peer group. Target award values increased, as provided in the table below.


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

For our CEO, the Compensation and Talent Management Committee allocated seventy-five percent (75%) of his targeted

equity award value to performance stock units and the remaining twenty-five percent (25%) to restricted stock units. For our

other named executive officers, the Compensation and Talent Management Committee allocated sixty percent (60%) of the

targeted equity award value to performance stock units, and forty percent (40%) to restricted stock units. In each case, the

actual number of stock units granted was determined by dividing the allocated dollar value by the closing price of the

Company’s common stock on the grant date. The 2025 equity grants to our named executive officers are set forth in the

Grants of Plan-Based Awards table later in this Proxy Statement.

*Ms. Sacco’s increase reflects an increase due to her promotion to Chief Operating Officer, in addition to her role as Chief Financial

Officer, in January 2025.


Prestige Consumer Healthcare Inc.	2025 Proxy Statement	53

Executive Compensation

Vesting Criteria for Equity Awards



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


		Restricted Stock Units •Vest ratably over three years based on service.

For 2025, the Compensation and Talent Management Committee chose the following as the corporate financial goals for the

3-year Performance Stock Units:


Metric	Definition	Rationale for Selection

Cumulative Net Sales	The Company’s cumulative annual “Net Sales,” as reported in the Company’s audited financial statements for the 3-year performance period, adjusted to exclude divestitures, acquisitions, changes in accounting policy and other adjustments deemed appropriate by the Committee.	Drive consistent top-line growth over time.


Cumulative EBITDA	Company’s cumulative reported net earnings (loss) excluding earnings (loss) from discontinued operations, net of the provision (benefit) for income taxes, net of interest income and expense, net of depreciation and amortization. EBITDA for the 3-year performance period is adjusted to exclude divestitures, acquisitions, costs associated with integration, transition, purchase accounting, impairment charges, changes in accounting policy and other adjustments deemed appropriate by the Committee.	Drive stockholder value creation in terms of growth of earnings per share and free cash flow.

We utilize the same metrics in our annual incentive and PSU program, though they are over different timeframes. The

Committee regularly reviews what metrics align most closely with our business strategy and considers potential alternatives.

Management along with the Committee continue to believe Net Sales and EBITDA, are the metrics that drive value for our

business and provide line-of-sight to participants.

Treatment Upon Retirement. The Compensation and Talent Management Committee approved a “Rule of 62” policy for

long-term equity awards granted in 2019 and beyond. Pursuant to the “Rule of 62,” if an employee retires from the Company

with at least five years of service and a total of age and years of service at retirement equal to or greater than 62, then his or

her outstanding awards will vest, based on actual company performance at the end of the 3-year performance period in the

case of performance units, and in each case prorated based upon the employee’s length of employment during the vesting or

performance period, as applicable. In each case the employee must give at least six months’ notice prior to retirement.


54	2025 Proxy Statement	Prestige Consumer Healthcare Inc.

Executive Compensation

Severance and Change in Control Provisions. All unvested equity awards that are assumed in connection with a change of

control vest only after both the change in control event and the employee’s subsequent termination. In the case of awards

that are not assumed in connection with the change in control, such unvested equity awards will vest on the change

in control.

For additional information regarding severance and change-in-control payments that the Company may be obligated to pay to

a named executive officer in the future due to the termination of his employment pursuant to the Company’s Executive

Severance Plan, please see the sections titled “Executive Compensation and Other Matters — Potential Payments Upon

Termination or Change in Control,” “Executive Compensation and Other Matters — Employment Agreements” and

“Executive Compensation and Other Matters — Additional Vesting Provisions” contained elsewhere in this Proxy Statement.

Deferral Option. Senior executives may elect to defer settlement of shares until a date set by the executive prior to the LTIP

award grant. Equity awards will continue to vest pursuant to the terms of the award agreements but the Company will defer

issuing shares until the date set by the executive. Vested but unissued shares will count toward the executive’s stock

ownership requirements.

May 2022 Performance Stock Unit Award Payout

The May 2022 performance stock unit grant resulted in a payout of 80.5% for the three-year performance period

FY 2023-2025 as set out below:


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


3-Year Cumulative EBITDA

The Performance Multiplier resulted in the distribution of 39,904 shares to Mr. Lombardi, 4,927 shares to Ms. Sacco, 2,464

shares to Mr. Mekhail, 2,562 shares to Mr. P’Pool and 1,725 shares to Mr. Zerillo from their May 2022 performance stock

unit grants.

Although the Company incurred numerous unanticipated financial impacts and other volatility resulting from the

macroeconomic environment especially significant supply chain issues, no adjustments were factored into the performance

stock unit grant payout for fiscal year 2025 results. Please refer to Appendix A for a reconciliation of Non-GAAP Adjusted

EBITDA to GAAP Net Income used to determine our May 2022 Performance Grant Payout.


Prestige Consumer Healthcare Inc.	2025 Proxy Statement	55

Executive Compensation

Compensation Policies and Governance Practices

Stock Ownership Guidelines

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 Stock Ownership Guidelines are summarized as follows:


Office			Value of Stockholdings Required to be Owned
Non-Employee Director			5x Annual Retainer
Chief Executive Officer			5x Annual Salary
Chief Financial Officer			3x Annual Salary
Other NEOs			2x Annual Salary	Varies


	What counts toward stock ownership requirement •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; •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; and •100% of vested but deferred/unissued shares.


	Compliance Status All directors and executives are in compliance with the guidelines or are within the five-year transition period.	What does not count toward stock ownership requirement •unvested restricted stock and restricted stock units, except as provided above; •unvested stock options; and •vested but not “in-the-money” stock options.

If a 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. The CEO currently exceeds his guideline by more than five times the holding requirement.


56	2025 Proxy Statement	Prestige Consumer Healthcare Inc.

Executive Compensation

Equity Grant Timing

Other than in exceptional cases, such as promotions or new hires, long-term incentive awards are generally granted in the

first quarter of the fiscal year (April through June), at the time when salary levels and short-term incentive programs for the

new fiscal year are determined. Our CEO recommends to the Compensation and Talent Management Committee the amount

to be awarded to each NEO (other than our CEO). The Compensation and Talent Management Committee considers the

equity awards for executive officers based in part upon benchmarked data from our peer group provided by CAP, as well as

other factors, such as the officers’ individual performance and current dilution rates. In determining the awards to our CEO,

the Compensation and Talent Management Committee, without input from our CEO or other members of management,

considers the performance of our Company, returns to stockholders, effectiveness of our CEO’s leadership, as well as

benchmarked data and input from CAP. All NEO awards consist of performance stock units (PSUs) and restricted stock units

and are valued at the market closing price on the day of grant. No stock options are awarded to our NEOs. The Compensation

and Talent Management Committee does not take material nonpublic information into account when determining the timing

and terms of equity awards. The Company does not time the disclosure of material nonpublic information for the purpose of

affecting the value of executive compensation.

Clawback Policy

Pursuant to the Company’s 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, recover from executive officers any incentive-based compensation that was paid

to or received by, or is to be paid to, executive officers 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 executive officers

based on the erroneous financial statements and the amount of incentive-based compensation that would have been paid to

executive officers 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 expected cost of

recovery will exceed the amount to be recovered.

Policy Against Hedging and Pledging of Company Stock

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

and employees.

Compensation and Talent 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 2025.

MEMBERS OF THE 2025 COMPENSATION AND TALENT MANAGEMENT COMMITTEE

Dawn M. Zier (Chair)

John E. Byom

Celeste A. Clark

John F. Kelly


Prestige Consumer Healthcare Inc.	2025 Proxy Statement	57

Executive Compensation

Executive Compensation Tables

Summary Compensation Table

The following table includes information regarding the compensation paid or awarded to the named executive officers listed

below during our fiscal years ended March 31, 2025, 2024 and 2023. We have no applicable qualified pension or deferred

compensation plans and, therefore, have omitted the column regarding compensation under such plans.


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

(1)Reflects the grant date fair value of restricted stock unit awards and performance stock unit awards, determined in accordance with

Financial Accounting Standards Board ASC Topic 718 Stock Compensation (“FASB ASC Topic 718”). The fair value of the restricted stock

unit awards and performance stock unit awards is based on the market value of the Company’s common stock on the grant date. The

grant date value of the performance stock unit awards was computed by multiplying (i) the target number of performance stock units

awarded to each named executive officer, which was the assumed probable outcome as of the grant date, by (ii) the grant date fair value

used for financial reporting purposes. Assuming, instead, that the highest level of performance would be achieved, the grant date fair

values of the performance stock units would have been as follows: Mr. Lombardi $5,400,047 (2023), $5,550,021 (2024) and $6,000,012

(2025); Ms. Sacco $666,713 (2023), $1,235,958 (2024) and $1,272,069 (2025); Mr. Mekhail $333,356 (2023) $618,041 (2024) and

$633,656 (2025); Mr. P’Pool $346,647 (2023), $648,042 (2024) and $655,198 (2025); and Mr. Zerillo $233,349 (2023), $431,987 (2024)

and $443,979 (2025).

(2)Reflects the grant date fair value of stock option awards, determined in accordance with FASB ASC Topic 718. The fair value of each

stock option award was estimated on the date of grant using the Black-Scholes Option Pricing Model (“Black-Scholes Model”). The

Black-Scholes Model uses certain assumptions about expected volatility of the Company’s common stock, the expected term of the

stock options and risk-free interest rates. For additional information regarding the assumptions used in the Black-Scholes Model for

options granted in 2023, please see Note 14 to the financial statements contained in our Annual Report on Form 10-K for 2025, which is

included in the Annual Report to Stockholders accompanying this Proxy Statement. Executives did not receive stock option awards in

2024 or 2025.

(3)Reflects annual cash incentive awards, which are accrued and reflected in the Summary Compensation table for the fiscal year in which

earned but are paid promptly after the completion of the audit of the Company’s financial statements for such fiscal year.

(4)Reflects a matching contribution by the Company on Mr. Lombardi’s behalf to the Company’s 401(k) plan ($15,525) and expenses related

to an executive physical and to the use of corporate housing leased by the Company in the amount of $ 39,824 (2025). The aggregate

incremental cost to the Company of providing the corporate housing is based on the actual cost of the lease and utilities for the

fiscal year.

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

(6)In addition to Ms. Sacco’s annual target long-term incentive award, reflects a one-time retention award of restricted stock units which cliff

vest after four years granted upon Ms. Sacco’s promotion to Chief Operating Officer, in addition to her role as Chief Financial Officer in

the amount of $1,575,055.


58	2025 Proxy Statement	Prestige Consumer Healthcare Inc.

Executive Compensation

Grants of Plan-Based Awards in 2025

The following Grants of Plan-Based Awards table provides additional information regarding non-equity and equity incentive

plan awards granted to the named executive officers during 2025. The non-equity incentive plan awards were granted

pursuant to the 2025 AIP and the equity incentive plan awards were granted pursuant to 2020 LTIP. The equity incentive plan

awards were comprised of performance stock units and restricted stock units.


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

(1)Reflects threshold, target, and maximum opportunities for annual incentive plan awards, as described in further detail in the

“Compensation Discussion and Analysis.”

(2)Reflects performance stock units, which may be earned based on the achievement of 3-year cumulative adjusted sales and EBITDA

targets, as described in further detail in the “Compensation Discussion and Analysis.”

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

the restricted stock units.

(4)Reflects the grant date fair value of the performance stock units and restricted stock units, determined in accordance with FASB ASC

Topic 718.

(5)Reflects one-time retention award of restricted stock units which cliff vest after four years granted upon Ms. Sacco’s promotion to Chief

Operating Officer, in addition to her role as Chief Financial Officer.


Prestige Consumer Healthcare Inc.	2025 Proxy Statement	59

Executive Compensation

Outstanding Equity Awards at 2025 Fiscal Year-End

The following table summarizes the equity awards granted to the named executive officers that were outstanding as of

March 31, 2025.


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

(1)Reflects the value of restricted stock units or performance stock units, which was calculated using $85.97 per share, the closing price of

the Company’s common stock on the NYSE on March 31, 2025.

(2)Reflects stock options granted to the named executive officer on May 8, 2017, which vested in approximately three equal installments on

May 8, 2018, 2019 and 2020.

(3)Reflects stock options granted to the named executive officer on May 7, 2018, which vested in approximately three equal installments on

May 7, 2019, 2020 and 2021.

(4)Reflects stock options granted to the named executive officer on May 6, 2019, which vested in approximately three equal installments on

May 6, 2020, 2021 and 2022.


60	2025 Proxy Statement	Prestige Consumer Healthcare Inc.

Executive Compensation

(5)Reflects stock options granted to the named executive officer on May 4, 2020, which vest in approximately three equal installments on

May 4, 2021, 2022 and 2023.

(6)Reflects stock options granted to the named executive officer on May 3, 2021, which vested in approximately three equal installments on

May 3, 2022, 2023 and 2024.

(7)Reflects stock options granted to the named executive officer on May 2, 2022, which vested in approximately three equal installments on

May 2, 2023, 2024 and 2025.

(8)Reflects restricted stock units granted to the named executive officer on May 2, 2022, which vested in approximately three equal

installments on May 2, 2023, 2024 and 2025.

(9)Reflects restricted stock units granted to the named executive officer on May 2, 2023, which vested in approximately three equal

installments on May 2, 2024, 2025 and 2026.

(10)Reflects restricted stock units granted to the named executive officer on May 7, 2024, which vest in approximately three equal

installments on May 7, 2025, 2026 and 2027.

(11)Reflects restricted stock units granted to the named executive officer on January 6, 2025, which vest on January 6, 2029.

(12)Reflects performance stock units granted to the named executive officer on May 2, 2022, which vested on May 5, 2025 based on

achievement of goals related to 3-year cumulative net sales and EBITDA, as described in further detail under “Compensation Discussion

and Analysis”.

(13)Reflects performance stock units granted to the named executive officer on May 2, 2023, which are eligible to vest on May 2, 2026

based on achievement of goals related to adjusted 3-year cumulative net sales and EBITDA, as described in further detail under

“Compensation Discussion and Analysis”. The number of performance stock units reported reflects an assumed level of achievement

of fiscal 2023-2025 performance goals based on the Company’s performance as of March 31, 2025.

(14)Reflects performance stock units granted to the named executive officer on May 7, 2024, which are eligible to vest on May 7, 2027

based on achievement of goals related to adjusted 3-year cumulative net sales and EBITDA, as described in further detail under

“Compensation Discussion and Analysis”. The number of performance stock units reported reflects an assumed level of achievement

of fiscal 2024-2026 performance goals based on the Company’s performance as of March 31, 2025.

2025 Option Exercises and Stock Vested


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

(1)Reflects the number of shares underlying the exercised options multiplied by the difference between the fair market value of the

underlying shares on the exercise date and the exercise price of the option.

(2)Reflects the quoted market value of the underlying shares on the applicable vesting dates multiplied by the number of shares vested.


Prestige Consumer Healthcare Inc.	2025 Proxy Statement	61

Executive Compensation

Potential Payments upon Termination or Change in Control

Employment Agreements

The Compensation and Talent Management Committee approved the Prestige Consumer Healthcare Inc. Executive

Severance Plan (“ESP”), to transition away from individual agreements with our executive officers.

Overview of the Amended and Restated Executive Severance Plan

Pursuant to the terms of the plan, the Compensation and Talent Management Committee will, in its sole discretion, select

eligible employees for participation in the and designate such employees as Tier One or Tier Two participants, subject to

timely execution of a participation letter agreement. Pursuant to the terms of the letter agreement, the participants will agree

to be bound by the terms and conditions of the executive severance plan and the letter agreement. The Compensation and

Talent Management Committee designated Mr. Lombardi as a Tier One participant and certain other executive officers as Tier

Two participants, including Messrs. Mekhail, P’Pool and Zerillo and Ms. Sacco.

The executive severance plan provides for the payment of severance and other benefits to participants in the event of their

termination of employment by the Company without cause or resignation for good reason, each as defined in the executive

severance plan.

In the event of a termination of employment by the Company without cause or resignation for good reason prior to a change

in control, the executive severance plan provides the following payments and benefits to the participant:

•a prorated annual incentive payment in respect of the participant’s service during the fiscal year in which his or her date of

termination occurred based on actual performance results for such fiscal year;

•severance equal to a multiple (1.5, in the case of a Tier One participant, and 1, in the case of a Tier Two participant), of the

sum of the participant’s annual base salary plus his or her target annual incentive, payable over a period of twelve months,

in accordance with the Company’s regular payroll practices; and

•payment of COBRA premiums for a period of twelve months.

In the event of a termination of employment by the Company without cause or resignation for good reason upon or within

24 months following a change in control, the executive severance plan provides the following payments and benefits to

the participant:

•a prorated annual incentive payment in respect of the participant’s service during the fiscal year in which his or her date of

termination occurred based on actual performance results for such fiscal year;

•severance equal to a multiple (2.5, in the case of a Tier One participant, and 2, in the case of a Tier Two participant), of the

sum of the participant’s annual base salary plus his or her target annual incentive, payable in a lump sum upon

termination; and

•payment of COBRA premiums for a period of eighteen months;

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

The executive severance plan provides that in the event that the payments described above would, if paid, be subject to

excise taxes that may be imposed on excess parachute payments under Section 4999 of the Internal Revenue Code of 1986,

as amended, then the payments will be reduced to the extent necessary so that no portion of the payments is subject to the

excise tax, provided that net amount of the reduced payments, after giving effect to income tax consequences, is greater

than or equal to the net amount of the payments without such reduction, after giving effect to the excise tax and income

tax consequences.

In order to be entitled to severance payments and benefits, the participant will be required to comply with the terms and

conditions of the executive severance plan and the letter agreement, including, without limitation, a requirement to execute

a release and waiver of all claims in favor of the Company and comply with certain post-employment covenants, including a

confidentiality covenant and a covenant not to compete with the Company or solicit the Company’s employees for eighteen

months, in the case of a Tier One participant, or twelve months, in the case of a Tier Two participant, following termination

of employment.


62	2025 Proxy Statement	Prestige Consumer Healthcare Inc.

Executive Compensation

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

provided that:

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

consent; and

•the executive severance plan may not be terminated or amended after a change in control of the Company in any manner

that would adversely affect the benefits available to any participant in the executive severance plan.

Special Vesting Provisions for Equity Awards

Our 2020 LTIP provides that the Compensation and Talent Management Committee may, at its discretion, decide to vest the

unvested portion of a grantee’s restricted stock units or stock option award if a grantee’s employment is terminated due to

death, disability or retirement. In connection with a change of control event, unvested equity awards are treated as follows:

•If (i) a change in control occurs while the employee is employed by us, and (ii) the equity award is not assumed by the

surviving entity or otherwise equitably converted or substituted in connection with the change in control, then the equity

award will become fully-vested as of the date of the change in control.

•If (i) a change in control occurs while the employee is employed by us, and (ii) the equity award is assumed by the surviving

entity or otherwise equitably converted or substituted in connection with the change in control in a manner approved by our

Board, then the equity award will become fully-vested if within twenty- four (24) months following the change in control,

the participant’s employment is terminated by the Company other than for cause, disability or death or the participant

resigns for good reason (as such terms are defined in the applicable award agreement).

Also, as discussed earlier in this CD&A:

•The Compensation and Talent Management Committee approved a “Rule of 62” policy, pursuant to which an employee’s

outstanding time-based equity awards will vest, based on actual performance at the end of the 3-year performance period

in the case of performance stock units, and in each case prorated based upon the employee’s length of employment during

the vesting or performance period, as applicable, in the event he or she with at least six months’ notice retires from the

Company with at least five years of service and a total of age and years of service at retirement equal to or greater than 62.

•Senior executives may elect to defer settlement of shares until a date set by the executive prior to the LTIP award grant or

until six months after termination of employment with the Company. Equity awards will continue to vest pursuant to the

terms of the award agreements, but the Company will defer issuing shares until the date set by the executive. Vested but

unissued shares will count toward the executive’s stock ownership requirements.


Prestige Consumer Healthcare Inc.	2025 Proxy Statement	63

Executive Compensation

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, 2025. With respect to the accelerated vesting of

equity awards, the value of such acceleration was calculated using $85.97, the closing price of our common stock on

March 31, 2025, the last trading day of fiscal 2025.


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

(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.

CEO Pay Ratio

As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of

Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our

employees and the annual total compensation of our CEO. The pay ratio included in this information is a reasonable estimate

calculated in a manner consistent with Item 402(u) of Regulation S-K. Given the different methodologies that various public

companies will use to determine an estimate of their pay ratio, the estimated ratio reported below should not be used as a

basis for comparison between companies.

For 2025, our last completed fiscal year, we identified as the median of the annual total compensation of all employees of the

Company (other than our CEO) of $82,850, and the annual total compensation of our CEO, as reported in the Summary

Compensation Table included in this Proxy Statement, was $6,193,019. Based on this information, for 2025, the ratio of the

annual total compensation of our CEO to the median of the annual total compensation of all employees was 75 to 1. For 2025,

we identified the median of the annual total compensation of all our employees and determined the annual total

compensation of the “median employee,” the methodology and the material assumptions, adjustment and estimates that we

used were as follows:

•For 2025, the “median employee” was selected on March 31, 2025. As of March 31, 2025, we had 582 global employees

(full-time, part-time, temporary and seasonal) working at the Company and its consolidated subsidiaries.


64	2025 Proxy Statement	Prestige Consumer Healthcare Inc.

Executive Compensation

•To determine our “median employee” from our 2025 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 2025.

•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, 2025 in the amount of $82,850.

•With respect to the annual total compensation of the previously identified “median employee,” we calculated the elements

of such employee’s compensation for 2025 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K,

resulting in annual total compensation of $82,850.

•With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column (column (j)

of our 2025 Summary Compensation Table included in this Proxy Statement.

Pay Versus Performance

The following disclosure is required by SEC rules to provide information about the relationship between executive

compensation and the Company’s performance on select financial metrics. The amounts set forth below under the headings

“Compensation Actually Paid to CEO” and “Average Compensation Actually Paid for NEOs” have been calculated in a

manner consistent with Item 402(v) of Regulation S-K. More information on the Company’s compensation program and

decisions for the 2025 performance year can be found in the Compensation Discussion and Analysis.

PAY VERSUS PERFORMANCE TABLE

The following table sets forth information regarding the Company’s Compensation Actually Paid and certain other Company

financial information for fiscal years 2025, 2024, 2023 and 2022 and 2021.


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

(1)Represents the total compensation for Mr. Lombardi, our CEO, and the average total compensation for our non-CEO NEOs from the

Summary Compensation Table for 2025, 2024, 2023, 2022, and 2021.

(2)Represents the total compensation from the Summary Compensation Table for our CEO and the average total compensation for our

non-CEO NEOs during 2025, 2024, 2023, 2022, and 2021 as adjusted to reflect changes in the fair value of outstanding stock and option

awards in accordance with Item 402(v) of Regulation S-K. The table shown on the following page details the adjustments.

(3)Our non-CEO NEOs include the following individuals for each of 2025, 2024, 2023, 2022 and 2021: Messrs. Mekhail, P’Pool, Zerillo and

Ms. Sacco.

(4)Total Shareholder Return for each fiscal year assumes $100 was invested at the close of March 31, 2020 in the Company and the Peer

Group and that any dividends were reinvested when and as paid.

(5)The Peer Group reflects the Company’s peer group that is used for purposes of compensation benchmarking, as defined in the

Compensation Discussion and Analysis. This peer group was changed in 2025 to exclude Hostess Brands, Inc., which was acquired by

J.M. Smucker Company, and Tupperware Brands Corporation, which filed for bankruptcy. Amphastar Pharmaceuticals, Inc. and Utz

Brands, Inc. were added as a replacement based on their similar financial profile. The Peer Group Total Shareholder Return with respect

to the former peer group is $160.17, $159.41, $135.29, $142.59 and $175.60, for 2021, 2022, 2023, 2024 and 2025, respectively.

(6)The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the

applicable year.


Prestige Consumer Healthcare Inc.	2025 Proxy Statement	65

Executive Compensation

(7)Represents the most important financial performance measure not otherwise reported in the above table that is used by the Company to

link actual compensation paid during the most recent fiscal year to the Company’s performance, as required pursuant to Item 402(v) of

Regulation S-K. Adjusted EBITDA is defined as net income plus depreciation and amortization, interest expense, integration, transition,

purchase accounting, legal and various other costs associated with acquisitions and divestitures, trade name impairment and certain tax

adjustments. This metric and definition is consistent with Adjusted EBITDA used in the Annual Incentive Plan, as described in the

Compensation Discussion and Analysis. Please refer to Appendix A for a reconciliation of Non-GAAP Adjusted EBITDA to GAAP

Net Income.


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

(a)Represents the aggregate grant date fair value of all equity awards reported in the Stock Awards and Stock Option Awards columns in the

Summary Compensation Table for the applicable year.

(b)Represents the sum of the fair value of all equity awards granted during the covered fiscal year, measured at the end of the year plus the

change in fair value of unvested awards granted in prior fiscal years, measured at the end of the covered fiscal year (or, for awards that

vested in the covered fiscal year, as of the vesting date). The valuation methodology used to calculate fair values is consistent with those

used at the time of grant.

Required Tabular Disclosure of Most Important Measures to Determine FY2025 AIP

As described in greater detail in our Compensation Discussion and Analysis (“CD&A”) within the sections titled “Pay for

Performance Alignment” and “Annual Incentive Plan”, the Company’s executive compensation program reflects a variable

pay-for-performance philosophy. The metrics that the Company uses for both our long-term and short-term incentive awards

are selected based on an objective of incentivizing our NEOs to increase the value of our enterprise for our stockholders. The

three items listed below represent the most important metrics we used to determine AIP for FY2025.

Most Important

Performance Measure

Net Sales

Adjusted EBITDA

Free Cash Flow

We believe in the importance of delivering significant value to our stockholders and linking executive pay to our performance.

We believe that Adjusted EBITDA (which is a metric used for purposes of our Annual Incentive Plan — see additional details

regarding adjustments in the section titled “Compensation Discussion and Analysis — Annual Incentive Plan”) represents the

most important financial performance measure linking NEO CAP to Company performance because it is indicative of our

profitability and impacts our stock price, and accordingly, EBITDA is the “Company-Selected Measure” that is required to be

disclosed in accordance with the PvP Rules. We also view Free Cash Flow as an instrumental measure of the Company’s

performance as it drives our capital allocation strategy.


Prestige Consumer Healthcare Inc.	2025 Proxy Statement	67

AUDIT MATTERS



PROPOSAL 3: 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 2026? 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 2026. 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 2026. Is stockholder approval required for the appointment of an independent accounting firm for 2026? 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, either in person or by videoconference 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. Has the Audit and Finance Committee determined PricewaterhouseCoopers LLP’s independence from the Company? The Audit and Finance Committee has considered the relationships with and the non-audit services provided by PricewaterhouseCoopers LLP and determined that the such relationships and the provision of such services had no effect on PricewaterhouseCoopers LLP’s independence from the Company. How many votes are needed to ratify the appointment of our independent accounting firm for 2026? Approval of the proposal to ratify the appointment of PricewaterhouseCoopers LLP requires the affirmative vote of a majority of the shares present and voting, in person or represented by proxy, at the Annual Meeting and entitled to vote on the proposal.


	The Board recommends that you vote for the ratification of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting Firm for 2026.


68	2025 Proxy Statement	Prestige Consumer Healthcare Inc.

Audit Matters

Selection and Engagement of Auditors

The Audit and Finance Committee has the sole authority and responsibility to hire, evaluate and, when appropriate, replace

the Company’s independent registered public accounting firm and, in its capacity as a committee of the Board, is directly

responsible for the appointment, compensation and general oversight of the work of the independent auditors. Although the

Audit and Finance Committee has the sole authority to appoint the independent auditors, the Board submits its selection to

our shareholders for ratification as a matter of good corporate governance. In addition to the benefits of a long-term

engagement, the Audit and Finance Committee considers many factors when selecting the independent registered public

accounting firm, including:

Audit and Non-Audit Fees

For fiscal 2025 and 2024, the following fees were billed by PricewaterhouseCoopers LLP to the Company for the

indicated services:


	2025	2024
Audit Fees	$1,643,367	$1,652,902
Audit Related Fees	6,257	—
Tax Fees	183,630	162,231
All Other Fees	—	3,143
Total Independent Accountant’s Fees	$1,833,254	$1,818,276

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 fiscal 2024 include additional audit procedures for

an acquisition.

Audit-Related Fees. Consisted of fees billed for assistance with compilation of statutory financial statements.

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 fiscal 2024, consisted of fees for licensing software for accounting research.

Pre-Approval of Audit and Non-Audit Services

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 fiscal 2025, all audit and non-audit services were approved in accordance with the Audit and Finance

Committee’s pre-approval policy.


Prestige Consumer Healthcare Inc.	2025 Proxy Statement	69

Audit Matters

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 and D’Arecca 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.


70	2025 Proxy Statement	Prestige Consumer Healthcare Inc.

Audit Matters

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 2025,

management’s assessment of the effectiveness of the Company’s internal control over financial 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

2025 be included in the Company’s Annual Report on Form 10-K for 2025 for filing with the SEC.

MEMBERS OF THE 2025 AUDIT AND FINANCE COMMITTEE

James C. D’Arecca (Chair)

John E. Byom

Sheila A. Hopkins

Dawn M. Zier


Prestige Consumer Healthcare Inc.	2025 Proxy Statement	71

SECURITY OWNERSHIP INFORMATION

Securities 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, 2025 by:

•each of our named executive officers;

•each of our directors and nominees for director;

•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)	7,524,587	15.3%
The Vanguard Group(3)	5,756,138	11.7%
Dimensional Fund Advisors LP(4)	2,907,066	5.9%
Ariel Investments, LLC(5)	2,555,777	5.2%
Directors and Named Executive Officers:
Ronald M. Lombardi	355,349	*
Adel Mekhail(6)	18,001	*
William C. P’Pool(7)	46,704	*
Christine Sacco(8)	88,773	*
Jeffrey Zerillo(9)	63,107	*
John E. Byom	50,298	*
Celeste A. Clark	9,234	*
James C. D’Arecca	2,295	*
Sheila A. Hopkins	25,827	*
John F. Kelly	0	*
Dawn M. Zier	12,237	*
All directors and executive officers as a group (11 persons)(10)	671,825	1.4%

*Denotes less than one percent.

(1)Percent is based on 49,233,437 shares of our common stock outstanding as of June 10, 2025.

(2)The address for BlackRock, Inc. is 50 Hudson Yards, New York, NY 10001. BlackRock, Inc. has sole voting power with respect to

7,423,766 shares and sole dispositive power with respect to 7,524,587 shares. The information disclosed herein was obtained from the

Schedule 13G/A filed with the SEC by BlackRock, Inc. on April 30, 2025.

(3)The address for The Vanguard Group is 100 Vanguard Blvd., Malvern, PA 19355. The Vanguard Group has shared voting power with

respect to 32,720 shares, sole dispositive power with respect to 5,670,412 shares, and shared dispositive power with respect to

85,726 shares. The information disclosed herein was obtained from the Schedule 13G/A filed with the SEC by The Vanguard Group

on February 13, 2024.


72	2025 Proxy Statement	Prestige Consumer Healthcare Inc.

Security Ownership Information

(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 2,827,065 shares and sole dispositive power with respect to 2,907,066 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 January 23, 2025.

(5)The address for Ariel Investments, LLC. is 200 E. Randolph Street, Suite 2900, Chicago, IL 60601, Ariel Investments, LLC. has sole voting

power with respect to 2,127,903 shares and sole dispositive power with respect to 2,555,777 shares. The information disclosed herein

was obtained from the Schedule 13G/A filed with the SEC by Ariel Investments, LLC. on February 14, 2024.

(6)Includes shares of the Company’s common stock underlying options that vested and became exercisable as follows: 2,842 shares on

May 2, 2025.

(7)Includes shares of the Company’s common stock underlying stock options that vested and became exercisable as follows:

(i) 2,111 shares on each of May 8, 2018, 2019, and 2020; (ii) 3,832 shares on each of May 3, 2022, 2023 and 2024; (iii) 2,731 shares on

May 2, 2023; and (iv) 2,732 shares on May 2, 2024 and 2025.

(8)Includes shares of the Company’s common stock underlying stock options that vested and became exercisable as follows: (i) 6,868 on

each of May 4, 2021, 2022 and 2023; (iv) 7,310 shares on each of May 3, 2022, 2023 and 2024; (v) 5,683 shares on each of May 2, 2023

and 2024; and (vi) 5,684 shares on May 2, 2025.

(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; (iii) 3,354 shares on each of May 6, 2020 and 2021;

(iv) 3,355 shares on May 6, 2022; (v) 2,799 shares on May 4, 2021; (vi) 2,800 shares on each of May 4, 2022 and 2023; (vii) 2,600 shares

on May 3, 2022; (viii) 2,601 shares on each of May 3, 2023 and 2024; (ix) 1,838 shares on May 2, 2023; and (x) 1,839 shares on

May 2, 2024 and 2025.

(10)Includes 130,308 shares of the Company’s common stock underlying stock options currently exercisable or exercisable within 60 days of

June 10, 2025.

Equity Compensation Plan Information

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


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

(1)2020 LTIP replaced the 2005 LTIP upon stockholder approval of the 2020 LTIP on August 4, 2020. No further grants will be made under

the 2005 LTIP.

(2)Consists of shares issuable pursuant to the exercise of outstanding stock options and the conversion of outstanding restricted stock units

and performance stock unit awards (assuming achievement of maximum performance levels).

(3)Calculation of the weighted-average exercise price of outstanding awards includes stock options but does not include restricted stock

units and performance stock units that convert to shares of common stock for no consideration.

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

(5)All remaining available securities are from the 2020 LTIP.


Prestige Consumer Healthcare Inc.	2025 Proxy Statement	73

INFORMATION ABOUT THE

ANNUAL MEETING

General Information

What is this document?

This document is the Proxy Statement of Prestige Consumer Healthcare Inc. for the 2025 Annual Meeting of Stockholders to

be held at 10:00 a.m., Eastern Daylight Time, on Tuesday, August 5, 2025 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, 2025, the

record date for our 2025 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 2025 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, 2025, so that we may

verify your stockholder status.

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.


74	2025 Proxy Statement	Prestige Consumer Healthcare Inc.

Information About the Annual 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 NYSE under the symbol “PBH.”

Voting Matters


Proposal			Board’s Recommendation	See Page
Proposal			Board’s Recommendation	See Page

1	To elect the seven directors nominated by the Board of Directors and named in this Proxy Statement to serve until the 2026 Annual Meeting of Stockholders or until their earlier death, removal or resignation		FOR each director nominee	13
	•Ronald M. Lombardi •John E. Byom •Celeste A. Clark •James C. D’Arecca	•Sheila A. Hopkins •John F. Kelly •Dawn M. Zier	FOR each director nominee	13


2	To vote on a non-binding resolution to approve the compensation of our named executive officers as disclosed in our Proxy Statement		FOR	39


3	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, 2026		FOR	67

Who is entitled to vote?

You may vote if you owned shares of our common stock at the close of business on June 10, 2025. Each share of common

stock is entitled to one vote. As of June 10, 2025, there were 49,233,437 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 during ordinary business hours 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 Chair 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 Annual Meeting. The Chair of the Annual 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.


Prestige Consumer Healthcare Inc.	2025 Proxy Statement	75

Information About the Annual Meeting

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.

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.

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 2025 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; 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 4, 2025; sign or by signing another proxy card with a date later then the

date of the latest proxy card you submitted and returning it to our Corporate Secretary 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 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.


76	2025 Proxy Statement	Prestige Consumer Healthcare Inc.

Information About the Annual Meeting

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 49,233,437 shares of our common stock outstanding at the close of business on June 10, 2025 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 of shares present, in person or represented by proxy,

at the Annual Meeting and entitled to vote in the election of directors 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.

•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 and

voting in person or represented by proxy, at the Annual Meeting 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.

•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 and voting, in person or represented by proxy and

entitled to vote on the proposal. Abstentions will be counted against this matter.

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 and, therefore, it

will have no effect on the election of directors.

•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.

•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.

How many votes do I have, and can I cumulate my votes?

You have one vote for every share of our common stock that you own. Cumulative voting is not allowed.



	In order to support your Board, please sign, date and mail the enclosed proxy card to vote FOR the election of the seven director nominees nominated by your Board, FOR the approval of the compensation of our named executive officers, and FOR the ratification of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm. You may also vote over the internet using the internet address on the proxy card. If your shares are held in “street name”, you should follow the instructions on your voting instruction card to provide specific instructions to your bank or broker to vote as described above.


Prestige Consumer Healthcare Inc.	2025 Proxy Statement	77

OTHER MATTERS

Certain Relationships and Related Transactions

No person or entity had significant business relationships with us since the beginning of fiscal 2025 that would require

disclosure under applicable SEC regulations, and no transactions that would need to be disclosed under SEC regulations are

currently planned for fiscal 2026.

Related Persons Transaction Policy

The Company 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 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.


78	2025 Proxy Statement	Prestige Consumer Healthcare Inc.

Other Matters

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 2026 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 March 2, 2026

(or, if the 2026 Annual Meeting of Stockholders is called for a date more than 30 days before or after August 5, 2026, within a

reasonable time before we begin to print and mail our proxy materials for the 2026 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 2026 Annual Meeting of Stockholders, but not included in the Company’s Proxy Statement?

Assuming that our 2026 Annual Meeting of Stockholders is not held more than 30 days prior to or delayed by more than

60 days after August 5, 2026, 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 2026 Annual Meeting not less than 90 nor more

than 120 days prior to August 5, 2026 (or between April 7, 2026 and May 7, 2026). If the 2026 Annual Meeting is held more

than 30 days prior to or delayed by more than 60 days after August 5, 2026, our Amended and Restated Bylaws provide that

we must receive your notice not earlier than the close of business on the 120th day 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 you do not meet other requirements specified in our Amended and Restated Bylaws or

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 Chair 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 (including the information required by Rule 14a-19(b) including a statement that the nominating

stockholder intends to solicit the holders of shares representing at least 67% of the voting power of shares entitled to vote in

the election of directors in support of the nominee), 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.

Form 10-K

We will furnish without charge to each person whose proxy is being solicited, upon written request of any such person, a

copy of our Annual Report on Form 10-K for the fiscal year ended March 31, 2025, as filed with the SEC, including the

financial statements and financial statement schedule thereto. Written requests for copies of our Annual Report on Form 10-K

for the fiscal year ended March 31, 2025 should be directed to Prestige Consumer Healthcare Inc., 660 White Plains Road,

Tarrytown, New York 10591, Attention: Corporate Secretary. Our Annual Report on Form 10-K for the fiscal year ended

March 31, 2025 can also be downloaded without charge from the “Investors” tab of our website at

www.prestigeconsumerhealthcare.com.


Prestige Consumer Healthcare Inc.	2025 Proxy Statement	79

Other Matters

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,” “positioned,” “remain,” “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,

2025 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 27, 2025


80	2025 Proxy Statement	Prestige Consumer Healthcare Inc.

APPENDIX A

About Non-GAAP Financial Measures

We are presenting 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 (loss), 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, goodwill and

tradename impairment loss on disposal of assets and extinguishment of debt.

We define Non-GAAP Adjusted Net Income as GAAP Net Income (Loss) before, goodwill and tradename impairment,

applicable tax impact associated with these items and normalized tax rate adjustment. Reported GAAP Diluted EPS is

calculated using diluted shares outstanding, which were 50,080 for the year ended March 31, 2025 and 50,178 for the year

ended March 31, 2024.

The following tables set forth the reconciliation of Organic Revenue, Adjusted EBITDA, Adjusted Net Income, Adjusted

Diluted EPS and Adjusted Free Cash Flow, which are non-GAAP financial measures, to our most directly comparable GAAP

financial measure. The tables also reconcile Non-GAAP Adjusted EBITDA to GAAP Net Income used for our May 2022

Performance Grant Payout.

ORGANIC REVENUE AND ORGANIC REVENUE CHANGE

(Dollar Values in Thousands)


	Year Ended March 31,
		2025	2024
(In thousands)
GAAP Total Revenues		$1,137,762	$1,125,357
Revenue Change		1.1%
Adjustments:
Impact of foreign currency exchange rates		—	(1,482)
Total adjustments		—	(1,482)
Non-GAAP Organic Revenues		$1,137,762	$1,123,875
Non-GAAP Organic Revenue Change		1.2%


82	2025 Proxy Statement	Prestige Consumer Healthcare Inc.

Appendix A

NON-GAAP ADJUSTED FREE CASH FLOW

(In Thousands)


	Year Ended March 31,
	2025	2024
GAAP Net Income (Loss)	$214,605	$209,339
Adjustments:
Adjustments to reconcile net income (loss) to net cash provided by operating activities as shown in the Statement of Cash Flows	78,851	79,418
Changes in operating assets and liabilities as shown in the Statement of Cash Flows	(41,941)	(39,831)
Total adjustments	36,910	39,587
GAAP Net cash provided by operating activities	251,515	248,926
Purchase of property and equipment	(8,224)	(9,550)
Non-GAAP Adjusted Free Cash Flow	$243,291	$239,376

MAY 2022 PERFORMANCE SHARE GRANT TOTAL REVENUE AND ADJUSTED EBITDA

(Dollar Values in Millions)


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


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☒	Definitive Proxy Statement
☐	Definitive Additional Materials
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Company Highlights		5
About Us		5
Strategy		5
Performance Highlights		6
Corporate Responsibility		7

Proxy Summary		9
Voting Matters		9
Election of Directors		9
2025 Executive Compensation Overview		11

Board and Governance Matters		13


	Proposal 1: Election of Directors	13


Board Skills and Qualifications		14
Director Biographies		16
Director Independence		20
Conditional Resignation Policy		20
Director Nomination Process		21

Our Governance		23
Corporate Governance Highlights		23
Board Leadership Structure and Composition		24
The Board’s Role and Responsibilities		29
Risk Oversight and Risk Management		30
Director Engagement		33
Other Governance Policies and Practices		34

Director Compensation		35
Overview		35
Director Compensation in 2025		36

Our Executive Officers		37


Executive Compensation		39


	Proposal 2: Advisory Vote to Approve Named Executive Officer Compensation	39


Compensation Discussion and Analysis		40
Compensation and Talent Committee Report		56
Executive Compensation Tables		57
CEO Pay Ratio		63
Pay Versus Performance		64

Audit Matters		67


	Proposal 3: Ratification of Appointment of the Independent Registered Public Accounting Firm	67

Selection and Engagement of Auditors		68
Audit and Non-Audit Fees		68
Pre-Approval of Audit and Non-Audit Services		68
Report of the Audit and Finance Committee		69

Security Ownership Information		71
Securities Ownership of Certain Beneficial Owners and Management		71
Equity Compensation Plan Information		72

Information About the Annual Meeting		73
General Information		73
Voting Matters		74

Other Matters		77
Certain Relationships and Related Transactions		77
Submission of Stockholder Proposals and Director Nominations		78
Form 10-K		78
Forward-Looking Statements		79

Appendix A		80
About Non-GAAP Financial Measures		80



	IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDERS MEETING TO BE HELD ON AUGUST 5, 2025: This Proxy Statement, the Proxy Card and the 2025 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 5, 2025) 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.


	Some Knowledge	Deep Knowledge

Leadership Experience


Finance Experience


Consumer Products Experience


Marketing Experience


Sustainability & Corporate Governance


Supply Chain Experience


	Board Accountability
	Director Independence
	Board Leadership
	Director Engagement
	Board Diversity
	Continuous Board Education


	Regular Executive Sessions
	Board and Committee Self-Evaluations
	No Overboarding
	Director Access and Resources
	Stockholder Rights


	Regular Review of Key Governance Documents
	Compensation Best Practices
	Robust Code of Conduct and Ethics
	Robust Risk Management Oversight


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


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