Cover
Cover | 12 Months Ended |
Mar. 31, 2024 | |
Document Information [Line Items] | |
Document Type | PRE 14A |
Amendment Flag | false |
Entity Information [Line Items] | |
Entity Registrant Name | Prestige Consumer Healthcare Inc. |
Entity Central Index Key | 0001295947 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 12 Months Ended | |||
Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | |
Pay vs Performance Disclosure | ||||
Pay vs Performance Disclosure, Table | 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 2024 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 2024, 2023, 2022 and 2021. Year Summary (1) Compensation (2) Average (1)(3) Average (2)(3) Value of Initial Fixed $100 Net (6) Adjusted (7) Total (4) Peer Group (4)(5) 2024 $ 5,763,133 $ 9,714,056 $ 1,381,549 $ 1,689,898 $ 197.77 $ 142.58 $ 209,340 $ 373.9 2023 $ 5,583,109 $ 9,544,538 $ 1,348,444 $ 1,900,028 $ 170.74 $ 135.28 -$ 82,306 $ 378.1 2022 $ 6,031,517 $ 9,906,721 $ 1,507,548 $ 2,034,984 $ 144.33 $ 159.41 $ 205,381 $ 367.7 2021 $ 5,148,033 $ 6,117,711 $ 1,244,311 $ 1,512,287 $ 120.18 $ 160.16 $ 164,682 $ 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 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 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 below details the adjustments: (3) Our non-CEO NEOs include the following individuals for each of 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 Prestige 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 to exclude Lannett, Co., which ceased to be a relevant peer due to bankruptcy. Hostess Brands, Inc. was added as a replacement based on their similar financial profile. The Peer Group Total Shareholder Return with respect to the former peer group is $160.51, $156.73, $130.75 and $135.33, for 2021, 2022, 2023 and 2024, respectively. (6) The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year. (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, tradename 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 2024 2023 2022 2021 CEO Average CEO Average CEO Average CEO Average Summary Compensation Table Total $ 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) $ 3,700,034 $ 611,250 $ 3,600,031 $ 592,510 $ 3,299,970 $ 565,266 $ 3,127,475 $ 507,589 Equity Award Adjustments (b) + Year End Fair Value of $ 4,349,174 $ 718,489 $ 4,139,342 $ 718,300 $ 3,940,907 $ 735,436 $ 3,390,325 $ 583,912 + Year over Year Change $ 3,372,800 $ 274,980 $ 3,171,807 $ 365,822 $ 3,085,508 $ 315,689 $ 582,640 $ 151,858 + Year over Year Change -$ 71,018 -$ 73,869 $ 250,311 $ 59,972 $ 148,759 $ 41,577 $ 124,187 $ 39,795 Compensation Actually Paid $ 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 | |||
Named Executive Officers, Footnote | (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 2024, 2023, 2022, and 2021. (3) Our non-CEO NEOs include the following individuals for each of 2024, 2023, 2022 and 2021: Messrs. Mekhail, P’Pool, Zerillo and Ms. Sacco. | |||
Peer Group Issuers, Footnote | (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 to exclude Lannett, Co., which ceased to be a relevant peer due to bankruptcy. Hostess Brands, Inc. was added as a replacement based on their similar financial profile. The Peer Group Total Shareholder Return with respect to the former peer group is $160.51, $156.73, $130.75 and $135.33, for 2021, 2022, 2023 and 2024, respectively. | |||
Changed Peer Group, Footnote | (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 to exclude Lannett, Co., which ceased to be a relevant peer due to bankruptcy. Hostess Brands, Inc. was added as a replacement based on their similar financial profile. The Peer Group Total Shareholder Return with respect to the former peer group is $160.51, $156.73, $130.75 and $135.33, for 2021, 2022, 2023 and 2024, respectively. | |||
PEO Total Compensation Amount | $ 5,763,133 | $ 5,583,109 | $ 6,031,517 | $ 5,148,033 |
PEO Actually Paid Compensation Amount | $ 9,714,056 | 9,544,538 | 9,906,721 | 6,117,711 |
Adjustment To PEO Compensation, Footnote | (2) Represents the total compensation from the Summary Compensation Table for our CEO and the average total compensation for our non-CEO NEOs during 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 below details the adjustments: Reconciliation of Summary 2024 2023 2022 2021 CEO Average CEO Average CEO Average CEO Average Summary Compensation Table Total $ 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) $ 3,700,034 $ 611,250 $ 3,600,031 $ 592,510 $ 3,299,970 $ 565,266 $ 3,127,475 $ 507,589 Equity Award Adjustments (b) + Year End Fair Value of $ 4,349,174 $ 718,489 $ 4,139,342 $ 718,300 $ 3,940,907 $ 735,436 $ 3,390,325 $ 583,912 + Year over Year Change $ 3,372,800 $ 274,980 $ 3,171,807 $ 365,822 $ 3,085,508 $ 315,689 $ 582,640 $ 151,858 + Year over Year Change -$ 71,018 -$ 73,869 $ 250,311 $ 59,972 $ 148,759 $ 41,577 $ 124,187 $ 39,795 Compensation Actually Paid $ 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 | |||
Non-PEO NEO Average Total Compensation Amount | $ 1,381,549 | 1,348,444 | 1,507,548 | 1,244,311 |
Non-PEO NEO Average Compensation Actually Paid Amount | $ 1,689,898 | 1,900,028 | 2,034,984 | 1,512,287 |
Adjustment to Non-PEO NEO Compensation Footnote | (2) Represents the total compensation from the Summary Compensation Table for our CEO and the average total compensation for our non-CEO NEOs during 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 below details the adjustments: Reconciliation of Summary 2024 2023 2022 2021 CEO Average CEO Average CEO Average CEO Average Summary Compensation Table Total $ 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) $ 3,700,034 $ 611,250 $ 3,600,031 $ 592,510 $ 3,299,970 $ 565,266 $ 3,127,475 $ 507,589 Equity Award Adjustments (b) + Year End Fair Value of $ 4,349,174 $ 718,489 $ 4,139,342 $ 718,300 $ 3,940,907 $ 735,436 $ 3,390,325 $ 583,912 + Year over Year Change $ 3,372,800 $ 274,980 $ 3,171,807 $ 365,822 $ 3,085,508 $ 315,689 $ 582,640 $ 151,858 + Year over Year Change -$ 71,018 -$ 73,869 $ 250,311 $ 59,972 $ 148,759 $ 41,577 $ 124,187 $ 39,795 Compensation Actually Paid $ 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 | |||
Compensation Actually Paid vs. Total Shareholder Return | The table below shows the relationship between the compensation actually paid to the CEO and average non-CEO NEOs relative to Total Shareholder Return for Prestige and the peer group for 2024, 2023, 2022, and 2021. Pay vs TSR | |||
Compensation Actually Paid vs. Net Income | The table below shows the relationship between the compensation actually paid to the CEO and average non-CEO NEOs relative to net income and adjusted EBITDA for 2024, 2023, 2022, and 2021. Pay vs Net Income and Adjusted EBITDA | |||
Compensation Actually Paid vs. Company Selected Measure | The table below shows the relationship between the compensation actually paid to the CEO and average non-CEO NEOs relative to net income and adjusted EBITDA for 2024, 2023, 2022, and 2021. Pay vs Net Income and Adjusted EBITDA | |||
Total Shareholder Return Vs Peer Group | The table below shows the relationship between the compensation actually paid to the CEO and average non-CEO NEOs relative to Total Shareholder Return for Prestige and the peer group for 2024, 2023, 2022, and 2021. Pay vs TSR | |||
Tabular List, Table | Required Tabular Disclosure of Most Important Measures to Determine FY2024 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 FY2024. Most Important Performance Measures > 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. | |||
Total Shareholder Return Amount | $ 197.77 | 170.74 | 144.33 | 120.18 |
Peer Group Total Shareholder Return Amount | 142.58 | 135.28 | 159.41 | 160.16 |
Net Income (Loss) | $ 209,340,000,000 | $ (82,306,000,000) | $ 205,381,000,000 | $ 164,682,000,000 |
Company Selected Measure Amount | 373,900,000 | 378,100,000 | 367,700,000 | 331,300,000 |
PEO Name | Mr. Lombardi | |||
Changed Peer Group, Total Shareholder Return Amount | $ 135.33 | $ 130.75 | $ 156.73 | $ 160.51 |
Measure:: 1 | ||||
Pay vs Performance Disclosure | ||||
Name | Net Sales | |||
Measure:: 2 | ||||
Pay vs Performance Disclosure | ||||
Name | Adjusted EBITDA | |||
Non-GAAP Measure Description | (7) | |||
Measure:: 3 | ||||
Pay vs Performance Disclosure | ||||
Name | Free Cash Flow | |||
PEO | Equity Awards Value In Summary Compensation Table (Grant Date Value) [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | $ (3,700,034) | (3,600,031) | (3,299,970) | (3,127,475) |
PEO | Year-end Fair Value Of Awards Granted In The Current Fiscal Year [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 4,349,174 | 4,139,342 | 3,940,907 | 3,390,325 |
PEO | Change In Fair Value Of Outstanding And Unvested Awards Granted In Prior Fiscal Years [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 3,372,800 | 3,171,807 | 3,085,508 | 582,640 |
PEO | Change In Fair Value As Of Vesting Date Of Prior Year Awards Vested During Current Year [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | (71,018) | 250,311 | 148,759 | 124,187 |
Non-PEO NEO | Equity Awards Value In Summary Compensation Table (Grant Date Value) [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | (611,250) | (592,510) | (565,266) | (507,589) |
Non-PEO NEO | Year-end Fair Value Of Awards Granted In The Current Fiscal Year [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 718,489 | 718,300 | 735,436 | 583,912 |
Non-PEO NEO | Change In Fair Value Of Outstanding And Unvested Awards Granted In Prior Fiscal Years [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 274,980 | 365,822 | 315,689 | 151,858 |
Non-PEO NEO | Change In Fair Value As Of Vesting Date Of Prior Year Awards Vested During Current Year [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | $ (73,869) | $ 59,972 | $ 41,577 | $ 39,795 |