Edgewell Personal Care : 2024 Proxy Supplement

Published: 2025-01-24 18:51:04 ET EPC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No.)

Filed by the Registrant x

Filed by a Party other than the Registrant ¨

Check the appropriate box:

EDGEWELL PERSONAL CARE COMPANY

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box):

EDGEWELL PERSONAL CARE COMPANY

6 Research Drive

Shelton, Connecticut 06484

SUPPLEMENT TO PROXY STATEMENT

FOR THE 2025 ANNUAL MEETING OF SHAREHOLDERS

This proxy statement supplement (this "Supplement"), dated January 24, 2025, supplements the definitive proxy statement filed with the Securities and Exchange Commission (the "SEC") by Edgewell Personal Care Company, a Missouri corporation (the "Company"), on December 19, 2024 (the "Proxy Statement") and made available to the Company's stockholders in connection with the solicitation of proxies by the Company's Board of Directors for the 2025 Annual Meeting of Shareholders to be held at 8:30 a.m. Eastern Time on Thursday, February 6, 2025 at the Renaissance Daytona Beach Oceanfront Hotel, 640 North Atlantic Avenue, Daytona Beach, Florida (the "Annual Meeting").

This Supplement is being filed with the SEC on January 24, 2025. Only stockholders of record as of the close of business on November 29, 2024 are entitled to notice of, and to vote at, the Annual Meeting.

The purpose of this Supplement is to amend certain disclosures in the "Executive Compensation," "Pay Versus Performance" and "Stock Ownership Information" sections of the Proxy Statement to include information as to compensation and beneficial ownership of Paul R. Hibbert, the Chief Supply Chain Officer of the Company, as a "named executive officer" and to clarify certain disclosures in the "Executive Compensation" section of the Proxy Statement relating to the Company's insider trading policy and the timing and procedures for grants of equity awards. The "Executive Compensation" section of the Proxy Statement, as revised by this Supplement, should be read in connection with the Company's non-binding advisory vote on executive compensation.

Except as revised by the information contained herein, this Supplement does not otherwise revise or update any other disclosures presented in the Proxy Statement. This Supplement should be read with the Proxy Statement, and, from and after the date of this Supplement, any references to the "Proxy Statement" shall be deemed to include the Proxy Statement as amended by this Supplement.

IF YOU HAVE ALREADY VOTED BY INTERNET, TELEPHONE, OR BY MAIL, YOU DO NOT NEED TO TAKE ANY ACTION UNLESS YOU WISH TO CHANGE YOUR VOTE. Proxy voting instructions already returned by stockholders (via Internet, telephone, or mail) will remain valid and will be voted at the Annual Meeting unless revoked. Important information regarding how to vote your shares and revoke or change your vote already cast is available in the Proxy Statement under the captions "How You Can Vote" and "How You May Revoke or Change your Vote."

EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS

(updates)

Composition of our NEOs in Fiscal 2024

The following narratives and tables discuss the compensation paid in fiscal 2024 to our CEO, CFO, our other three most highly compensated executive officers who served as of September 30, 2024, and an additional executive officer who served during fiscal 2024, whom we refer to collectively as our "named executive officers." This year's NEOs are shown below:

NEO

Role

Rod R. Little

President and Chief Executive Officer since March 2019

Daniel J. Sullivan (1)

Chief Operating Officer and Chief Financial Officer since August 2024

Eric F. O'Toole (2)

Former President, North America

LaTanya Langley (3)

Chief People Officer, Chief Legal Officer and Secretary since November 2023

John N. Hill (4)

Former Chief Human Resources Officer

Paul R. Hibbert

Chief Supply Chain Officer since June 2020

Summary of Key Elements of Executive Compensation in Fiscal 2024

The HC&CC evaluated the annual base salaries of the individuals then serving as executive officers at its November 2023 meeting and set the base salaries of the following NEOs:

Fiscal 2023

Effective

Increase

Name

November 1, 2023

($)

($ / %)

Mr. Little

1,100,000

Mr. Sullivan

750,000

800,000

$50,000 (6.7%)

Mr. O'Toole

600,000

650,000

$50,000 (8.3%)

Ms. Langley

460,000

500,000

$40,000 (8.7%)

Mr. Hill

465,000

478,950

$13,950 (3.0%)

Mr. Hibbert

465,000

483,600

$18,600 (4.0%)

The performance goals for each metric were set by the HC&CC at the beginning of fiscal 2024. The HC&CC assigned individual bonus targets to each of the executive officers, based upon individual performance and peer group market data provided by Meridian. The following bonus targets, defined as a percentage of the individual's base salary for the term of the bonus program, were assigned to the following individuals at the HC&CC's November 2023 meeting:

Bonus Target as

Name

a Percentage of

Base Salary

Mr. Little

125%

Mr. Sullivan

75%

Mr. O'Toole

75%

Ms. Langley

70%

Mr. Hill

65%

Mr. Hibbert

70%

In keeping with the Company's policy of pay-for-performance, the following table sets forth the bonus target percentages approved for each NEO for the prior three years along with the potential bonus amount and the actual bonus paid.

Name and Principal Position

Year

Salary

Bonus Target

Bonus Available

Bonus Paid

Percentage

at Target

Rod R. Little

2024

1,100,000

125%

1,375,000

1,338,563

2023

1,100,000

125%

1,375,000

1,727,770

President and Chief Executive Officer

2022

1,050,000

115%

1,207,500

1,017,923

Daniel J. Sullivan

2024

800,000

75%

600,000

584,100

Chief Financial Officer and

2023

750,000

75%

562,500

706,680

Chief Operating Officer

2022

730,000

75%

547,500

424,619

Eric F. O'Toole

2024

650,000

75%

487,500

474,582

2023

600,000

75%

450,000

565,344

Former President, North America

2022

520,000

70%

364,000

282,304

LaTanya Langley

2024

500,000

70%

325,000

340,725

Chief People Officer, Chief Legal Officer and

Secretary

John N. Hill

2024

478,950

65%

311,317

0 (1)

2023

465,000

65%

302,250

379,723

Former Chief Human Resources Officer

2022

445,000

60%

267,000

207,075

Paul R. Hibbert

2024

483,600

70%

338,520

329,549

2023

465,000

65%

302,250

379,723

Chief Supply Chain Officer

2022

445,000

60%

267,000

207,075

(1) Mr. Hill retired on January 5, 2024. As a result, no bonus was paid.

Timing and Procedures for Grants

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 (October through December), at the time when salary levels and short-term incentive programs for the new fiscal year are determined. The HC&CC 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.

Our CEO recommends to the HC&CC the number and type of RSEs and stock options to be awarded to each NEO (other than our CEO). The HC&CC considers the equity awards for executive officers based in part upon benchmarked data from our peer group provided by Meridian valued on the date of grant, as well as other factors, such as the officers' individual performance, current dilution rates, and the market run-rate for equity grants among the peer group.

With respect to awards to our CEO, Meridian, without input from our CEO or other members of management, provides a competitive market analysis to the HC&CC based on the benchmarking peer group. The HC&CC determines the award to recommend to our Board considering the market analysis, performance of our Company, returns to shareholders, and experience and effectiveness of our CEO's leadership, as well as the input from Meridian.

The RSE awards are stock settled at the time of vesting when they convert into unrestricted shares of our common stock. PRSE awards are earned based on the level of performance over the vesting period against pre-established goals. Upon vesting, stock option awards become exercisable for the purchase of shares of our common stock at a price per share established at the time of grant, so that the option will have no financial value unless the price of our common stock appreciates following the date of grant. The value of all our equity awards fluctuates based on performance of our Company's common stock over time. This combination of financial performance and stock price performance enhances alignment with our shareholders.

Anti-Hedging Policy

Our insider trading policy governs the purchase, sale, and/or other dispositions of our securities by directors, officers and employees, and is reasonably designed to promote compliance with insider trading laws, rules and regulations, and NYSE standards. Under our insider trading policy, directors, officers and employees or their designees are prohibited from engaging in speculative trading or hedging transactions in Edgewell securities or purchasing any financial instruments or entering into any other arrangements designed to hedge or offset any decrease in the market value of Edgewell securities, including prohibitions on:

Our policy prohibits directors, officers and employees from purchasing Edgewell securities on margin, holding Edgewell securities in a margin account, or pledging Edgewell securities as collateral. The policy also prohibits engaging in any other transaction involving Edgewell securities that suggests the misuse of information that is unavailable to the general public.

SUMMARY COMPENSATION TABLE

This Summary Compensation Table sets forth information for compensation relating to fiscal years 2024, 2023 and 2022. For a discussion of fiscal 2024 compensation, see "Compensation Discussion and Analysis" above.

Change in

Pension

Value and

Non-

Equity

qualified

Incentive

Deferred

Plan

Compen-

All Other

Stock

Option

Compen-

sation

Compen-

Name and

Bonus

Awards

sation

Earnings

sation

Principal Position

Year

Salary

(1)

(2)

(3)

(1)

(4)

(5)

Total

Rod R. Little

2024

$1,100,000

$6,267,970

$1,200,003

$1,338,563

$172,377

$10,078,913

President and Chief

Executive Officer

2023

$1,095,833

$6,360,768

$1,200,006

$1,727,440

$133,081

$10,157,128

2022

$1,045,833

$6,012,124

$1,100,002

$1,017,923

$144,398

9,320,280

Daniel J. Sullivan

2024

795,834

$1,360,174

280,007

584,100

20,293

3,040,408

Chief Financial

2023

748,334

$1,451,162

280,002

706,680

19,785

3,205,963

Officer and

Chief Operating

Officer

2022

728,333

$1,279,859

240,013

424,619

76,354

2,749,178

Eric F. O'Toole

2024

645,834

$1,068,732

220,007

474,582

71,627

2,480,782

Former President,

North America

2023

593,334

$1,036,533

200,006

565,344

50,689

2,445,906

2022

518,333

799,898

150,001

282,304

18,606

1,769,142

LaTanya Langley

2024

496,667

777,291

160,008

340,725

54,126

1,828,817

Chief People

Officer, Chief Legal

Officer and

Secretary

John N. Hill

2024

127,646

$232,568

$2,147,807

2,514,283

Former Chief

$ 6,262

(6)

Human Resources

2023

463,334

673,777

130,009

379,723

$189,648

46,929

1,896,535

Officer

$13,115

2022

443,750

693,252

130,014

207,075

$114,917

57,611

1,623,822

($22,797)

2024

482,050

680,087

140,003

329,549

58,608

1,690,297

Paul R. Hibbert

2023

463,334

673,777

130,009

379,723

46,064

1,692,907

Chief Supply Chain

Officer

2022

443,883

639,984

120,007

207,075

50,697

1,769,142

Above-market

Earnings on

Change in

Non-Qualified

Name

Deferred

Total

Pension Value (i)

Compensation

Mr. Little

Mr. Sullivan

Mr. O'Toole

Ms. Langley

Mr. Hill

10,542

$ 222,026

232,568

6,262(ii)

6,262

Mr. Hibbert

(5) The amounts reported in this column with respect to fiscal 2024 consist of the following:

Company

Term Life

Executive

HSA

AD&D

Matching

Financial

Wellness

and LTD

Contributions

Insurance

Planning

Employer

Insurance

Name

401(k) Plan

ESIP

Premiums

Program

Contribution

Credit

Premiums

Total

(i)

(ii)

(iii)

(iv)

(v)

(vi)

Mr. Little

20,700

149,846

102

1,500

$ 25

204

172,377

Mr. Sullivan

18,487

102

1,500

204

20,293

Mr. O'Toole

20,700

50,621

102

204

71,627

Ms. Langley

21,330

30,738

102

$ 1,752

204

54,126

Mr. Hill

6,554

31,023

37,666 (6)

Mr. Hibbert

20,432

31,069

102

$5,000

$1,500

$300

204

58,608

The above list of perquisites does not include any contributions made by our charitable trust which may have been made at the request of any of the NEOs. The trustees of that trust, who are employees of our Company, review requests for contributions to charitable organizations from employees, officers, directors, and the community at large, and, in their sole discretion, authorize contributions in accordance with the purposes of the trust. Officers are also eligible to participate in the charitable trust matching gift program, which is generally available to U.S. employees. Under this program, the foundation matches 100% of charitable donations of a minimum of $25 made to eligible charities, up to a maximum of $5,000 per year for each individual. Our Company will continue to honor requests under the charitable trust guidelines as long as funds exist at an appropriate level to do so.

GRANTS OF PLAN-BASED AWARDS

Awards to the NEOs, and to other key executives, were made in fiscal 2024 under two separate plans or programs:

GRANTS OF PLAN-BASED AWARDS TABLE

All Other

Option

Awards:

Grant

Stock

Number

Exercise

Date

Estimated Future Payouts

Awards:

or Base

Fair

Number

Under Non-Equity

Under Equity

Price of

Value Of

Underlyin

Incentive Plan Awards

Incentive Plan Awards (#)

Option

Stock

Name

Type of Award

Meeting

Grant

Threshold

Target

Maximum

Thresho

Target

Maximum

Options

Awards

And Option

Date

Stock (#)

(#)

($/Sh)

Awards (1)

Mr. Little

Bonus: Annl. Perf. (2)

$687,500

1,375,000

2,750,000

Perf Awd: RSE (3)

11/1/2023 11/10/2023

43,835

$1,500,034

Perf Awd: PRSE (4)

11/1/2023 11/10/2023

51,871

103,741

207,482

$4,767,936

Perf Awd: Options (5) 11/1/2023 11/10/2023

89,021

$34.22

$1,200,003

Mr. Sullivan

Bonus: Annl. Perf. (2)

$300,000

600,000

1,200,000

Perf.Awd: RSE (3)

11/1/2023 11/10/2023

12,274

420,016

Perf.Awd: PRSE (4)

11/1/2023 11/10/2023

10,228

20,456

40,912

$ 940,158

Perf.Awd: Options (5) 11/1/2023 11/10/2023

20,772

$34.22

280,007

Mr. O'Toole

Bonus: Annl. Perf. (2)

$243,750

487,500

975,000

Perf Awd: RSE (3)

11/1/2023 11/10/2023

9,644

$ 330,018

Perf Awd: PRSE (4)

11/1/2023 11/10/2023

8,037

16,073

32,146

$ 738,715

Perf Awd: Options (5) 11/1/2023 11/10/2023

16,321

$34.22

220,007

Ms. Langley

Bonus: Annl. Perf. (2)

$175,000

350,000

700,000

Perf Awd: RSE (3)

11/1/2023 11/10/2023

7,014

$ 240,019

Perf Awd: PRSE (4)

11/1/2023 11/10/2023

5,845

11,690

23,380

$ 537,272

Perf Awd: Options (5) 11/1/2023 11/10/2023

11,870

$34.22

160,008

Mr. Hill

Bonus: Annl. Perf. (2)

$155,659

311,318

622,635

Perf Awd: RSE (3)

11/1/2023 11/10/2023

Perf Awd: PRSE (4)

11/1/2023 11/10/2023

Perf Awd: Options (5) 11/1/2023 11/10/2023

Bonus: Annl. Perf. (2)

$169,260

338,520

677,040

Mr. Hibbert

Perf Awd: RSE (3)

11/1/2023 11/10/2023

6,137

$ 210,008

Perf Awd: PRSE (4)

11/1/2023 11/10/2023

5,114

10,228

20,456

$ 470,079

Perf Awd: Options (5) 11/1/2023 11/10/2023

10,386

$34.22

140,003

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

The following types of equity awards have been granted to the NEOs, and remain unvested, or, in the case of non-qualified stock options, unvested or unexercised, as of September 30, 2024.

RSEs and non-qualified stock options were granted under the terms of our 2nd A&R 2018 Plan.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END TABLE

Name

Mr. Little

Mr. Sullivan

Mr. O'Toole

Ms. Langley

Mr. Hill (19)

Mr. Hibbert

Option Awards

Stock Awards

Equity

Incentive

Plan

Awards:

Market or

Number of

Market Value

Number of

Payout Value

Unearned

of Unearned

Securities

Shares or

of Shares or

Shares, Units

Underlying

Option

Units of

or Other

Unexercised

Option

Stock That

Rights That

Options

Exercise

Have Not

(#)

Price

Expiration

Vested

Exercisable

Unexercisable

($)

Date

(#)

($) (1)

(#)

($) (1)

15,421

0 (2)

42.71

11/15/2028

10,587 (10)

384,732

139,756

5,078,733

(13)

18,561

0 (3)

44.74

3/1/2029

25,157 (11)

914,205

166,038

6,033,821

(14)

96,464

0 (4)

31.44

11/14/2029

43,835 (12)

1,592,964

207,482

7,539,896

(15)

81,719

0 (5)

38.91

11/13/2030

39,050

0 (6)

35.37

11/13/2030

50,194

25,097 (7)

43.29

11/12/2031

26,282

52,562 (8)

39.75

11/11/2032

89,021 (9)

34.22

11/10/2033

23,580

0 (4)

31.44

11/14/2029

2,772 (10)

100,734

27,721 (13)

1,007,381

18,535

0 (5)

38.91

11/13/2030

7,044 (11)

255,979

35,221 (14)

1,279,931

8,857

0 (6)

35.37

11/13/2030

12,274 (12)

446,037

40,912 (15)

1,486,742

10,952

5,476 (7)

43.29

11/12/2031

6,133

12,264 (8)

39.75

11/11/2032

20,772 (9)

34.22

11/10/2033

11,795

0 (5)

38.91

11/13/2030

1,732 (10)

62,941

17,326 (13)

629,627

5,637

0 (6)

35.37

11/13/2030

5,032 (11)

182,863

25,158 (14)

914,242

6,844

3,422 (7)

43.29

11/12/2031

9,644 (12)

350,463

32,145 (15)

1,168,149

4,381

8,760 (8)

39.75

11/11/2032

16,321 (9)

34.22

11/10/2033

3,354

1,677 (16)

36.77

4/1/2032

3,270 (11)

118,832

8,839 (18)

321,209

2,848

5,694 (8)

39.75

11/11/2032

7,014 (12)

254,889

16,353 (14)

594,268

11,870 (9)

34.22

11/10/2033

884 (17)

32,125

23,379 (15)

849,593

17,379

100.68

7/6/2025

14,695

74.70

11/3/2026

6,139

58.90

11/13/2027

7,711

42.71

11/15/2028

13,505

31.44

1/5/2029

10,110

38.91

1/5/2029

4,831

35.37

1/5/2029

5,933

43.29

1/5/2029

2,848

39.75

1/5/2029

4,627

0 (2)

42.71

11/15/2028

1,386 (10)

50,367

13,861 (13)

503,709

9,647

0 (4)

31.44

3/1/2029

3,270 (11)

118,832

16,353 (14)

594,268

8,425

0 (5)

38.91

11/14/2029

6,137 (12)

377,427

20,456 (15)

743,371

4,026

0 (6)

35.37

11/13/2030

5,476

2,738 (7)

43.29

11/12/2031

2,848

5,694 (8)

39.75

11/11/2032

10,386 (9)

34.22

11/10/2033

Disclaimer

Edgewell Personal Care Company published this content on January 24, 2025, and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on January 24, 2025 at 23:50:03.933.