EPC Edgewell Personal Care Company

You are cordially invited to attend the Annual Meeting of Shareholders of Edgewell Personal Care Company to be held on February 1, 2024 at 8:30 a.m. Eastern Time at the Hyatt Regency Coconut Point, 5001 Coconut Road, Bonita Springs, Florida.

Amidst a challenging macro environment, we again focused on controlling the controllables: further driving costs out of the business, executing with precision and investing with discipline. As a result, 2023 provided further evidence of progress in the transformation of our business and we ended our fiscal year with a stronger portfolio of brands, markedly better retail presence and improved commercial activation and execution.

In 2023, we delivered over 4% organic net sales growth and $2.59 in adjusted earnings per share, the latter of which exceeded the high-end of the outlook range we provided at the start of the fiscal year. This represents the third consecutive year of organic net sales growth above our algorithm, demonstrating the impact of our stronger portfolio of brands and meaningfully improved retail presence. Perhaps even more encouragingly, we grew in all segments of the business, and in both our North America and International markets.

In 2020, we unveiled a new long-term strategy to transform Edgewell into a growing, sustainable, and consumer-centric personal care company while driving stable topline growth and predictable cash generation and delivering a meaningful total shareholder return. To do this, we identified two strategic outcomes that would be crucial to our long-term success: accelerating topline growth in categories where we have a Right to Win and stabilizing the profit pool in categories where we have a Right to Play.

Three years on, we can report that our business has delivered consistent, structural top-line growth, fueled by a stronger portfolio of brands, and underpinned by the strides we have made across brand building, product innovation, retail execution and e-commerce activation.

To drive these results, we have fundamentally reshaped our leadership team and organization. We’ve strengthened our critical capabilities in areas like digital, brand building and retail execution. Our focus on consumer-centric innovation and new product development has improved with the acquisition of the disruptive, brand-building capabilities of the Cremo and Billie teams, and more recently, in international markets we are realizing the benefits from our revised go-to-market approach with better capabilities and execution.

This has been an incredibly difficult period to execute a transformation, as we’ve faced significant macroeconomic challenges including a global pandemic, supply chain disruption, once-in-a generation levels of cost inflation, currency headwinds, and more. Despite this, our teams remained focused on executing our plans and reacting with urgency and purpose, which has put us in the improved position we are in today. Overall, we exit fiscal 2023 a stronger, more capable business, one that is better equipped to continue to get closer to our consumers and to build brands people love.

Our outlook for 2024 reflects our confidence in the underlying strength of our business and calls for strong earnings growth, substantial free cash flow generation, a disciplined approach to capital allocation, and continued deleveraging of the business, all of which will be underpinned by our fundamentally improved go-to-market position across our portfolio of brands and the geographic regions in which we operate.

While the external environment remains extremely challenging, and while there is always more to do, the fundamental improvements we’ve made across our business are delivering the expected results and give us confidence that the strategic priorities and choices we’ve made are driving the desired outcomes.

On behalf of our Board, we thank you for your share ownership and for your continued support.

The 2024 Annual Meeting of Shareholders of Edgewell Personal Care Company (the “Annual Meeting”) will be held at 8:30 a.m. Eastern Time on Thursday, February 1, 2024 at the Hyatt Regency Coconut Point, 5001 Coconut Road, Bonita Springs, Florida.

The purpose of the meeting is:

Important Notice Regarding the Internet Availability of Proxy Materials for the Annual Meeting. We are mailing to many of our shareholders a notice of availability over the Internet of the proxy materials, rather than mailing the proxy materials. The notice of availability contains instructions on how to access our proxy materials on the Internet, as well as instructions on obtaining a paper copy. This process will reduce our costs to print and distribute our proxy materials. All shareholders who do not receive such a notice of availability, and any shareholders who request to receive a paper copy of the proxy materials, will receive a full set of paper proxy materials by U.S. mail.

How to Cast Your Vote. You may vote if you were a shareholder of record on November 24, 2023. It is important that your shares be represented and voted at the Annual Meeting. Please vote in one of the following ways:

This Notice, the Proxy Statement, and our 2023 Annual Report on Form 10-K have also been posted at www.proxyvote.com.

This proxy statement (the “Proxy Statement”) and accompanying proxy materials are being furnished to the shareholders of Edgewell Personal Care Company, a Missouri corporation (the “Company” or “Edgewell”), in connection with the solicitation of proxies by the Board of the Company for use at the 2024 Annual Meeting of Shareholders, and at any adjournment or postponement thereof (the “Annual Meeting”), for the purposes set forth in the Notice of the Annual Meeting of Shareholders. This summary highlights information contained elsewhere in this Proxy Statement and in the Company’s Annual Report on Form 10-K for the year ended September 30, 2023. For more complete information about these topics, please review the Company’s complete Proxy Statement and Annual Report on Form 10-K. Please also see the Proxy Statement – Voting Procedures & Meeting FAQs section for important information about proxy materials, voting, and attendance at the Annual Meeting. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting.

Our Board believes that a self-evaluation process is important to its ongoing effectiveness. The following describes the process by which our Board carried out these self-evaluations over the past year:

Please review the following information about the nominees, who are all standing for election at this meeting for a term expiring at the 2025 Annual Meeting.

Our Board oversees the management and affairs of our Company, as provided by Missouri law, and conducts its business through its meetings and its three standing committees: Audit Committee, Human Capital & Compensation Committee and Corporate Governance Committee. In addition, from time to time, other committees may be established under the Board’s direction when necessary or advisable to address specific issues.

Set forth below is the current membership and descriptions of each of the standing committees, with the number of meetings held during the fiscal year ended September 30, 2023.

During fiscal 2023, all directors attended 100% of our Board meetings and meetings of the committees on which they served at the time of their period of service. Under our Corporate Governance Principles, each director is highly encouraged to attend our annual meeting of shareholders each year. All directors in office during the 2023 Annual Meeting of Shareholders attended the meeting.

Each of the standing committees operates under a charter that was approved by our Board, copies of which are available on our website at www.edgewell.com, click on “Investors,” then “Corporate Governance” and select the Charter you wish to review.

Copies of the committee charters, the Corporate Governance Principles and the codes of conduct will be provided, without charge, to any shareholder upon request directed in writing to our Corporate Secretary, Edgewell Personal Care Company, 6 Research Drive, Shelton, Connecticut 06484.

Our Board, acting both directly and through its committees, is actively involved in oversight of the significant risks affecting our business. The risk oversight activities of our Board and committees are informed by our management’s risk assessment and risk management processes.

The Company has a Code of Conduct that sets forth the fundamental principles and some of the key policies and procedures that govern our business. The Code of Conduct is reviewed each year for appropriate updates, and employees are asked to annually certify their understanding of, and compliance with, its requirements. As an integral part of our continuing efforts to maintain the highest standards of conduct, and because of the important role that each employee plays in our Ethics and Compliance Program, each year employees participate in mandatory compliance training meant to cover key components of the code of conduct and other relevant compliance topics related to our Company.

Moreover, at least annually, the Audit Committee of our Board reviews the code of conduct to ensure that the code reflects the highest ethical principles and standards. The Code of Conduct, which is firmly rooted in our Purpose, Values and Behaviors, is made available to employees in more than 10 different languages and can be found on the Company’s website at www.edgewell.com (information on the Company’s website is not incorporated by reference herein).

Our Business Practices and Standards of Conduct are designed to provide guidance on and articulate our commitment to several key matters such as safety and health, protecting the environment, use of company resources, and promoting a harassment-free work environment. It also addresses certain legal and ethical facets of integrity in business dealings with suppliers, customers, investors and the governments that regulate us. We assess global compliance with this policy annually.

Our Supplier Code of Conduct sets forth our Company’s basic expectations for environmental, labor, supplier working conditions and ethical practices that suppliers are expected to meet in order to do business with Edgewell. We believe we hold our suppliers to a high standard and use a risk-based approach to audit suppliers for ongoing compliance. In June 2022, we published a new and improved Supplier Code of Conduct leveraging a global sustainability third party to review our policy and suggest changes based upon best practices and benchmarking the new policy against leading CPG and retail companies. Moreover, at least annually, the Audit Committee of our Board reviews the Supplier Code of Conduct to ensure that it continues to reflect the highest ethical principles and standards we expect of our suppliers.

Our Corporate Governance Principles, adopted by our Board, provide that a majority of our Board, and the entire membership of the Audit, Human Capital & Compensation and Corporate Governance Committees of our Board, will consist of independent, non-employee directors who meet the criteria for independence required by the NYSE listing standards.

For relationships not described in our Corporate Governance Principles, a majority of our independent directors, after considering all of the relevant circumstances, may make a determination whether or not such relationship is material and whether the director may therefore be considered independent under the NYSE listing standards. We have also considered and determined that members of our Audit Committee and Human Capital & Compensation Committee satisfy the additional independence requirements of the NYSE and SEC for such committees.

Director affiliations and transactions are regularly reviewed to ensure that there are no conflicts or relationships with our Company that might impair a director’s independence. Every year, we submit a questionnaire to each director and executive officer, in addition to conducting our own internal review, for the purpose of identifying certain potentially material transactions or relationships between each director, or any member of his or her immediate family, and our Company, our senior management and our independent auditor.

Our Board also determined that no arrangement or understanding exists between any director or executive officer of our Company and any other person pursuant to which any of them were selected as a director or executive officer. Accordingly, based on the responses to the 2023 questionnaire and the results of its review, our Board has affirmatively determined that all directors, other than Rod Little, are independent from management.

The Corporate Governance Committee is responsible for recommending candidates for election to our Board of Directors, consistent with the requirements for membership set forth in our Corporate Governance Principles. Historically, when vacancies have occurred, or when our Board determined that increasing its size was appropriate, candidates have been recommended to the committee by other Board members or the chief executive officer, or the Board has engaged the services of a recruitment firm to assist with conducting a search. In evaluating potential director candidates, the Corporate Governance Committee considers, among other factors, the criteria in the Key Skills and Experience matrix for current directors and certain additional characteristics that it believes one or more directors should possess based on an assessment of the needs of the Board at that time. The priorities for recruiting new directors are continually evolving based on the Company’s strategic needs. It is important that the Board remains a strategic asset capable of overseeing and helping management address the risks, trends, and opportunities facing our Company now and in the future. The Corporate Governance Committee continues to plan for the future as it considers the skills and experience the Board will need upon anticipated director retirements and as our business continues to evolve.

The Corporate Governance Committee expects a high level of commitment from Board members and evaluates each candidate’s leadership and experience, skills, expertise and character traits, including the candidate’s ability to devote sufficient time to Board and committee meetings in light of other professional commitments. The committee also reviews whether a potential candidate meets Board and/or committee membership requirements, as set forth in our Corporate Governance Principles, determines whether a potential candidate is independent according to our Board’s established criteria, and evaluates the potential for a conflict of interest between the director and our Company.

Although our Company does not have a formal policy with respect to diversity matters, our Board considers factors such as diversity on the basis of race, color, national origin, gender, religion, disability and sexual orientation. The Corporate

Governance Committee reviews its effectiveness in balancing these considerations when assessing our Board’s composition. The Corporate Governance Committee is also responsible for articulating and refining specific criteria for Board and committee membership to supplement, as appropriate, the more general criteria set forth in our Corporate Governance Principles. Currently, 67% of the HC&CC and Corporate Governance Committees, including the Chairs of the HC&CC and Corporate Governance Committee, are ethnically and/or gender diverse. Of the ten nominees for election to the Board at the 2024 Annual Meeting, 40% are ethnically and/or gender diverse.

In addition, the Board and the Corporate Governance Committee are committed to increasing the diversity of the Company’s board. The Board has set a target of at least 30% women directors by the end of calendar year 2024 for election to the Board at our 2025 Annual Meeting. We generally believe that a less formulaic approach to board composition, together with a rigorous search for qualified candidates based on the above qualifications and criteria, will best serve our needs. Our Board believes it is paramount to maintain flexibility in the nominating process in order to ensure that the most appropriate available candidates are selected as circumstances dictate and the needs of the Company evolve.

Under our bylaws, shareholders may also nominate candidates for election at an annual meeting of shareholders. See “Shareholder Proposals for the 2025 Annual Meeting” for details regarding the procedures and timing for the submission of such nominations. Director nominees submitted through this process will be eligible for election at the annual meeting but will not be included in our Company’s proxy materials prepared for the meeting.

In order to help align the financial interests of our non-employee directors with those of our shareholders, our Corporate Governance Principles provide that our non-employee directors must maintain ownership of our common stock with a value of at least five times the director’s annual base retainer, excluding any supplemental amounts for the roles of chair and committee chair. New directors are given a period of five years to satisfy these requirements. If a director has not yet attained the applicable requirement, including, without limitation, a director’s stock ownership falls below the applicable requirement after attaining the applicable level of ownership solely due to a decline in the value of our common stock, such director may not sell any of our common stock. Such holding requirement does not apply until each director’s deadline for attaining the level of ownership has been reached. The Company recognizes that there may be instances when these guidelines would place an undue hardship on a non-management director. The Chairperson of the Corporate Governance Committee may, in their discretion, determine the appropriate hardship relief, if any, for non-compliance with our stock ownership guidelines, including but not limited to allowing individuals additional time to gain or regain compliance and suspending ownership or retention requirements in the event of extreme volatility in the Company’s common stock price. The Corporate Governance Committee may modify or amend the stock ownership guidelines in its discretion.

The Corporate Governance Committee reviews our non-employee director stock ownership guidelines and ownership levels each November to ensure compliance with the provisions of our Corporate Governance Principles. All directors are in compliance as of September 30, 2023.

For purposes of these determinations, stock ownership includes shares of our common stock which are owned directly or by family members residing with the director, or by family trusts, as well as vested and deferred restricted stock equivalents and unvested restricted stock equivalents, unless they are subject to achievement of performance targets, and common stock or stock equivalents credited to a director under our savings investment plan or our deferred compensation plan.

We have established several means for shareholders or others to communicate their concerns to our Board. If the concern relates to our financial statements, accounting practices or internal controls, the concern should be submitted in writing to the chair of our Audit Committee, in care of our Corporate Secretary at our headquarters address, 6 Research Drive, Shelton, Connecticut 06484 or via email to investor.relations@edgewell.com. If the concern relates to our governance practices, business ethics or corporate conduct, the concern may be submitted in writing to the chair of our Corporate Governance Committee, in care of our Corporate Secretary at our headquarters or email address. If the shareholder is unsure as to which category his or her concern relates, he or she may communicate it to any one of the independent directors in care of our Corporate Secretary at our headquarters or email address.

Our “whistleblower” policy prohibits our Company or any of our employees from retaliating or taking any adverse action against anyone for raising a concern. If a shareholder or employee nonetheless prefers to raise his or her concern in a confidential or anonymous manner, he or she may call Navex Global’s EthicsPoint hotline, our external service provider, toll-free at 855-405-6557, or by leaving a message at our confidential web address: www.edgewell.ethicspoint.com.

We provided several elements of compensation to our directors for service on our Board during fiscal 2023 as shown in the table below. The Corporate Governance Committee, which makes recommendations to the full Board regarding director compensation, strives to set director compensation at the 50^th percentile of the peer group. This peer group, which can be found under “Executive Compensation—Compensation Discussion and Analysis—Compensation Benchmarking,” has been selected for purposes of evaluating our executive compensation based on market data provided by the committee’s independent consultant, Meridian Compensation Partners, LLC (“Meridian”). Following discussion and consultation with Meridian, the Board determined that there would be no modifications to the existing non-employee director compensation.

Non-employee directors are permitted to defer all or a portion of their retainers and fees under the terms of our deferred compensation plan. Deferrals may be made into (i) the Edgewell common stock unit fund, which tracks the value of our common stock; or (ii) the prime rate option, under which deferrals are credited with interest at the prime rate quoted by The Wall Street Journal. Deferrals in the deferred compensation plan are paid out in a lump sum in cash within 60 days following the director’s termination of service on the Board.

Make useful things joyful—this is our purpose, our north star that guides everything we do. We infuse joy into our daily interactions, and we create products that are functional and bring happiness to people. Our values are core to our purpose and inspire our collaborations with teammates, our partnerships with customers, and our connection to consumers. As we innovate for the future, these values are the beacon that keep us on course. They aren’t just words on a page, we live them. They define our expectations—of our products, our company, and ourselves.

At Edgewell, sustainability means constantly evolving and having a meaningful impact on society and our environment. It means always moving forward, becoming a progressively sustainable company. We are committed to building brands that care for people and our planet by actively integrating sustainability into our product design, supporting the path toward a circular economy and reducing plastic waste where possible. We believe in assessing our key priority areas to ensure they remain relevant to our business today, defining our priority areas by where we believe we can have the greatest impact – as well as the areas that might most meaningfully impact our business. In furtherance of our Sustainable Care 2030 goals, we are committed to:

At Edgewell, we know sustainability starts at the top. Our efforts are managed at the highest company levels and discussed by our full Board and its Committees.

Our Board of Directors and its Committees have oversight of our environmental, social and governance (ESG) policies and practices, including how we manage climate impacts, human rights and human capital-related risks. Our full Board oversees our sustainability priorities and goals and DEI (Diversity, Equity & Inclusion). Our Corporate Governance Committee oversees our response to climate change, ongoing efforts in ethical and responsible sourcing and the embedding of human rights policies in our supply chain and global operations. Our Audit Committee has responsibility for new and proposed ESG disclosure and diligence laws and regulations, including Company plans for compliance, and the continued oversight of ESG metrics and related information in financial and regulatory filings, including appropriate controls and procedures. Finally, in 2022 our Compensation Committee was renamed as the “Human Capital and Compensation Committee,” reflecting our continued commitment to evaluate the Company’s needs in terms of labor and skills to fulfill future staffing needs, ensure employees contribute to the organization through continuous feedback, goal setting and performance review, workplace safety, and teammate health and well-being.

Our Global Leadership Team (GLT), led by our CEO, governs and shapes ESG policies, goals and initiatives and is regularly briefed by our Vice President of Global Sustainability, who is also a GLT member. The GLT plays a key role in embedding and driving our Sustainable Care 2030 priorities in their respective business areas as well as reviewing our annual sustainability report.

We understand that we are not alone on our sustainability journey. Understanding the issues that matter to our stakeholders is central to our sustainability approach. We work together with internal experts and external consultants, conducting extensive research to determine and prioritize our focus areas, identifying the areas where Edgewell could have the greatest impact – and those that might most meaningfully impact our business. Edgewell selects and engages with a wide range of stakeholders based on their ability to assist us in anticipating ESG risks and opportunities. This helps us to better understand the needs of our consumers and our people, participate in evolving ESG conversations and more. Our key stakeholders and our engagement methods include:

In June 2023, we issued our 2022 Sustainability Report (www.edgewell.com), which reflected strong progress to date against our Sustainable Care 2030 strategy and commitments, including priority areas like sustainable products and packaging, innovating with alternative materials, ingredient stewardship and transparency and ethical and responsible sourcing. We also set increasingly ambitious targets as part of our Sustainable Care 2030 strategy.

Over the past year we’ve built on our successes and made the following accomplishments in support of our goals:

In recognition of our continuous performance improvement and increased transparency across several key sustainability areas, for the fifth consecutive year Edgewell was named to “America’s Most Responsible Companies” list for 2024 by Newsweek, moving up 18 spots to #19 of 600 total companies and #3 among 48 peer consumer goods companies. Our continued recognition on this list is a testament to our teammates' hard work and dedication to helping advance the Company’s ESG performance.

The following narratives and tables discuss the compensation paid in fiscal 2023 to our CEO, CFO, and our other three most highly compensated executive officers serving at the end of fiscal 2023, whom we refer to collectively as our “named executive officers.” This year’s NEOs are shown below:

For the third consecutive year, we grew mid-single-digit organic net sales, growing 4.3% and again outpacing our long-term algorithm. Our Right to Win portfolio grew almost 11%, fueled by 12% growth in Sun Care, driven by both international and North America markets, while our Grooming brands grew just over 9% for the year. Our Right to Play portfolio delivered its third consecutive year of organic growth, growing about 2%. From a geographic perspective, organic net sales increased in North America by 3%, while international markets increased by over 6%. Amidst a challenging macro environment, we again focused on controlling the controllables, further driving costs out of the business, executing with precision, and investing with discipline, all of which underpinned constant currency adjusted earnings per share and adjusted EBITDA growth of 14% and 9%, respectively. Finally, we generated about $170 million in Free Cash Flow, enabling continued investment in the business, support of our capital allocation strategy, and meaningful debt repayment.

Since the initiation of our growth strategy in November 2020, our business has delivered consistent, structural top line growth, fueled by a stronger portfolio of brands, and underpinned by the strides we have made across brand building, product innovation, retail execution and e-commerce activation. Over that same 3-year time horizon, organic net sales growth has been driven by a healthy combination of growth from both volume and price, underpinned by better brand building and improved shelf positioning. Importantly, the composition of our growth has been consistent with our long-term profile, as we realize the important portfolio shift towards higher-growth categories. Our Right to Win businesses, which include Sun Care, Grooming and Skin Care, have increased organic net sales by double digits on a 3-year CAGR, with those businesses now approaching a third of total Company sales, compared to just 25% of sales, when we launched the strategy. And we’ve also made good progress with our Right to Play portfolio, taking a historically declining subset of our business in shave and femcare, and delivering organic net sales growth of over 1% on a 3-year CAGR.

These results, and the progress we’ve made since outlining our longer-term vision and growth goals in 2020, demonstrate that our strategy is working. And though our transformation is not complete, we believe we are firmly on the right trajectory and have confidence that we can continue to drive sustained growth and lasting value creation.

We have always maintained a disciplined, multi-dimensional approach to capital allocation, and while we will continue to prioritize investing in the sustained growth of our business, we remain equally focused on providing strong returns to our shareholders. In fiscal 2023 we continued to put our healthy excess cash to work, paying $32 million in dividends to our shareholders.

In addition, with our strong liquidity and credit position and outlook for continued healthy free cash flow generation, we implemented a more systemic approach to share repurchases to complement the dividend. In fiscal 2023, we returned $75 million to our shareholders through share repurchases.

Being a people first organization is something we take seriously. We know that a strong culture, rooted in people who enjoy being a part of our organization, sets up every other aspect of the business for success. This focus on people fuels joy in our day-to-day interactions and drives the momentum of our progress. Over the past year we have continued to find new ways to embed our Purpose, Values and Behaviors (PVB) into every aspect of how we relate to one another. We are proud to have met our diversity, equity and inclusion (DEI) goals and continue to bring the organization along on our DEI journey. We have fully embraced hybrid work, found meaningful ways to support our front-line workers and achieved our safest year on record. As active members of our local and global communities, we continue to make a meaningful difference through philanthropic giving and volunteering.

Listen Up and Speak Up is one of our core Values, so we also believe in fostering a listening culture where everyone can feel free to share their point of view. Periodic “pulse” surveys enable us to check in with teammates quickly and efficiently on a wide variety of topics. This helps us respond swiftly to concerns and feedback, adjust or change course as required and remove processes that do not add value. During our 2023 Global Teammate Experience Survey, 90% of our teammates participated, with 76% of teammates rating their overall experiences positively, 83% of teammates reporting that they are satisfied at Edgewell and 76% of teammates reporting that they are proud to work at Edgewell.

One way we live our values is by encouraging a culture of recognition. Our InspireJOY program enables teammates to share and celebrate one another’s work and successes tied to Edgewell’s core values. Teammates may be rewarded with a simple “thank you,” redeemable points or a cash award. Since launching this program in 2021, we have seen more than 73,000 recognition moments among our teammates, with Own It Together being the most-recognized value, accounting for 55% of all award nominations.

Three years ago, our then-new leadership team set out to better align Edgewell’s culture with its new business strategy. Central to that effort was our PVB, which provided direction for all that we did going forward. Today, Edgewell is a different company — one that is more united, accessible and collaborative, and one that is transforming our business strategy into business performance on a daily basis.

Our fiscal year 2023 results and compensation decisions continue to illustrate application of our pay-for-performance philosophy, with pay being driven by performance in the following ways:

We believe one of the most important factors to the long-term success of Edgewell depends on the talents of our executive officers and the alignment of their compensation with the interests of the Company and our shareholders. Our ability to attract, retain, and motivate our executive officers is influenced in large part by our compensation program. Annually, we review various aspects of our compensation program to ensure that it remains aligned with our business strategy and the above-referenced goals. The guiding principles of our compensation program include:

We believe the design and implementation of our compensation program is effective in furthering our goal of becoming a best-in-class, next-generation CPG company. Discussed below are the principles that underlie our compensation philosophy.

As part of its responsibilities, the Human Capital and Compensation Committee of our Board (the “HC&CC”) reviews annually our Company’s compensation policies and practices for all employees, including executive officers, to determine whether, in its judgment, our compensation programs encourage risk-taking reasonably likely to have a material adverse effect on our Company. In particular, there are several design features of those programs that the HC&CC believes reduces the likelihood of excessive risk-taking:

Meridian, with direction from the HC&CC, develops a custom peer group of companies against which the HC&CC benchmarks our compensation program. Following a thorough review, the HC&CC determined that we would continue with the same peer group as the prior year. Peer companies are selected based on a variety of criteria, including consumer products businesses, businesses with a strong brand focus, competitors for executive talent, and similarly sized businesses in terms of revenues and market capitalization. At the time of the approval, the Company ranked at 41%, 38% and 51% on revenue, market cap and EBITDA, respectively, placing us near the median of our peer group on each of these quantitative categories. Each key component of compensation, including base salary, target annual bonus, target total cash compensation and target grant date value of long-term incentives, is benchmarked against this custom peer group.

The custom peer group of 18 companies approved by the HC&CC for fiscal 2023 is comprised of the following companies:

Over the long term, shareholders have expressed strong support for our executive compensation program design and its demonstrated linkage of pay-for-performance. Our 2023 Say-on-Pay proposal received support from approximately 84% of shareholder votes cast, reflecting our continued engagement with shareholders and stakeholders to help the Board and management continue to refine our executive compensation program to reflect evolving best practices in the CPG industry and for public companies more generally. The HC&CC recognizes that enhancing the compensation program is critical for ensuring the continued alignment of management and our shareholders’ interests.

The key elements of our fiscal 2023 executive compensation program as well as the purpose of each item are shown in the following table:

At the beginning of each fiscal year, the HC&CC establishes the salaries of the executive officers (other than our CEO) based on several factors, including peer group data, the executive’s performance and potential, retention considerations, and the recommendations of our CEO. These recommendations are based on, among other factors, an assessment of the individual’s responsibilities, experience, and individual performance.

The salary of our CEO is set by the Board, based upon the recommendation of the HC&CC, taking into account the recommendation of the Board’s compensation consultant. In connection with those reviews, Meridian, without input from management, provides the HC&CC with a market competitive range of possible salary, bonus and long-term incentive award levels. The HC&CC uses this information, along with its analysis of the performance and contributions of our CEO against performance goals, to recommend to our Board an appropriate salary for our CEO.

The HC&CC evaluated the annual base salaries of the individuals then serving as executive officers at its November 2022 meeting and set the base salaries of the following NEOs:

Annual cash bonuses to our NEOs are based on a percentage of the executive’s annual salary and adjusted based on performance as compared to metrics determined by the HC&CC. The annual bonus program for fiscal 2023 for those serving as executive officers at the start of fiscal 2023 (the “Executive Officer Bonus Program”) was designed to measure Company-wide performance against three metrics:

The metrics and targets for the Executive Officer Bonus Program were chosen based on fulfilling our Company’s business plan for fiscal 2023 and to ensure alignment with shareholder interests. We chose Adjusted EBITDA to emphasize profit growth and the Adjusted Net Sales metric to emphasize top line growth. We replaced Working Capital as a Percentage of Net Sales with Strategic Priorities in order to emphasize a tight alignment by our executives around a clear set of enterprise priorities that have a meaningful impact on the business.

The performance goals for each metric were set by the HC&CC at the beginning of the fiscal year. 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 2022 meeting:

Our NEOs are eligible to receive bonus payouts under the Executive Officer Bonus Program, if any, upon achievement of results compared against pre-determined Company performance targets established by the HC&CC.

For the Executive Officer Bonus Program for fiscal 2023, the combined weighted payout for these named executive officers was 125.6% of the target amount, based on outcomes under the following three performance metrics:

Bonus payouts increase relative to final results between the goals indicated with maximum bonus at stretch. No bonuses are paid for results below the threshold goal. The threshold for Adjusted EBITDA and Adjusted Net Sales is 50%. The maximum payout for the financial goals (Adjusted EBITDA and Adjusted Net Sales) is 225% and the maximum payout for strategic priorities is 100%. Thus, the total bonus payout is capped at 200% for Company performance at, or above, the stretch goal.

The Company uses non-GAAP information internally to make operating decisions and believes it is helpful to investors because it allows more meaningful period-to-period comparisons of ongoing operating results. The information can also be used to perform analysis and to better identify operating trends that may otherwise be masked or distorted by the types of items that are excluded.

The Company utilizes “adjusted” non-GAAP measures including gross profit, SG&A, operating income, income taxes, net earnings, diluted earnings per share, and EBITDA to make internal operating decisions. The following items are excluded when analyzing non-GAAP measures: restructuring and related costs, acquisition and integration costs, Sun Care reformulation costs, VAT settlement costs, loss on defined benefit settlement, stock keeping unit (“SKU”) rationalization charges, income from resolution of legal matters and, at times, management excludes other costs and income.

Adjusted EBITDA means our Company’s EBITDA determined in accordance with U.S. generally accepted accounting principles (“GAAP”), subject to adjustment for certain limited matters, including the effects of acquisitions, divestitures, extraordinary transactions such as mergers or spin-offs, reorganizations, unusual or non-recurring non-cash accounting impacts, and costs associated with restructurings.

The HC&CC determined that, for purposes of the plan, Adjusted EBITDA for the period was $340 million, resulting in awards payable under the plan at 177% of target with respect to this performance metric.

Adjusted Net Sales means net sales, as determined in accordance with GAAP, adjusted to account for the impact of changes in foreign currency, the impact of acquisitions and divestitures, extraordinary transactions such as mergers or spin-offs, reorganizations, and unusual or non-recurring non-cash accounting impacts, and costs associated with restructurings.

The HC&CC determined Adjusted Net Sales for the period was $2,199 million, resulting in awards payable under the plan at 112% of target with respect to this performance metric.

Strategic Priorities are a set of four enterprise-wide strategic objectives designed to promote a “one team mindset” by aligning the Company’s executive officers around a clear set of enterprise priorities and critical shared goals. Payouts for the strategic objectives are capped at 100% of target with each objective weighted 25%. The HC&CC determined that the Company had achieved 50% of the Strategic Priorities for the performance period, resulting in awards payable under the plan at 50% of target with respect to this performance metric.

See “Executive Compensation – Summary Compensation Table” for the payouts under the Executive Bonus Program for fiscal 2023 for each of the NEOs. See “Appendix A – Reconciliation of Non-GAAP Financial Measures” for a reconciliation of the non-GAAP financial measures used herein to their most directly comparable GAAP measures.

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.

Our A&R 2018 Plan authorizes the HC&CC, to grant various types of equity awards. Under the A&R 2018 Plan, the HC&CC granted to key executives RSE awards, consisting of PRSEs and time-vesting awards. PRSE awards are tied to both achievement of Company performance targets over a set time period (typically three years) and continued employment with our Company over the same period as conditions to vesting of the awards. Time-vesting RSE awards are tied solely to continued employment with our Company over a set time period as the condition to vesting of the awards. The HC&CC also granted to key executives’ stock option awards under the A&R 2018 Plan, tied to continued employment with our Company over a set time period as the condition to vesting of the awards. All awards granted during fiscal 2023 were issued under our A&R 2018 Plan as the 2^nd A&R 2018 Plan was not yet approved by shareholders.

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.

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 market competitive range of potential awards to the HC&CC. However, the HC&CC considers alternatives outside the range and determines the award to recommend to our Board considering the competitive posture, 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 fluctuate 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.

The HC&CC approved the grant of both performance-based and time-vesting RSE awards to the NEOs in November 2022. The number and type of RSE awards granted to each NEO is shown in the “Grants of Plan-Based Awards” table.

For the PRSEs granted in November 2022, we used a three-year relative TSR metric, benchmarked against the following select group of peer companies to provide a relative performance metric and tie our executive leadership’s performance outcome to our stock performance.