Sector: Consumer Staples
THE HONEST COMPANY INC · Meeting: May 21, 2026
Directors FOR
3
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Directors
Ms. Alba is a co-founder with deep brand knowledge and relevant consumer industry experience; the stock's 3-year return of +48.7% outperforms XLP by +28.5 percentage points, well below the 65-point gap needed to trigger an against vote, and her attendance issue (5 of 8 meetings, 62.5%) is noted as a caution but she is classified as non-independent, does not serve on audit or compensation committees, and no other policy trigger fires.
Ms. Lynch joined the board in December 2023, less than 24 months before this meeting, making her exempt from the TSR performance trigger under policy; she brings relevant technology and consumer marketing experience and attended all required meetings.
Ms. Turner joined the board in December 2023, less than 24 months before this meeting, making her exempt from the TSR performance trigger under policy; she brings strong supply chain and consumer-packaged-goods experience directly relevant to Honest's operations and met all attendance requirements.
All three Class II nominees pass policy screens. The company's 3-year price return of +48.7% outperforms the sector benchmark XLP by +28.5 percentage points, far below the 65-point threshold required to trigger against votes for longer-tenured directors. The two newer nominees (Lynch and Turner) are within the 24-month new-director exemption period. Jessica Alba has a below-75% attendance record (5 of 8 board meetings) but does not serve on audit or compensation committees and no other policy trigger applies. All three nominees receive a FOR determination.
CEO
Ms. Carla Vernón
Total Comp
$4,145,946
Prior Support
N/A
The Honest Company is an emerging growth company and is not required to hold a say-on-pay vote; no such proposal appears on the 2026 ballot, and the company has disclosed it expects to begin holding advisory compensation votes starting with the 2027 proxy. Because this proposal does not appear on the ballot, a formal vote determination is not applicable; however, based on the compensation data provided, the CEO's total pay of $4.15 million for 2025 — down from $5.30 million in 2024 — reflects a meaningful reduction aligned with the company's partial achievement of operating goals and no payout on financial targets, which is a positive pay-for-performance signal. When a say-on-pay vote does appear in 2027, the compensation structure (heavy equity weighting, performance-conditioned cash bonuses, a compliant clawback policy) appears broadly consistent with policy standards.
Auditor
PricewaterhouseCoopers LLP
Tenure
14 yrs
Audit Fees
$1,150,000
Non-Audit Fees
$210,000
PwC's non-audit fees (tax fees of $208,000 plus audit-related fees of $2,000 totaling $210,000) represent approximately 18% of audit fees ($1,150,000), well below the 50% threshold that would raise independence concerns; PwC has audited Honest since 2012 (approximately 14 years), comfortably below the 25-year tenure threshold; and PwC is a Big 4 firm appropriate for a public company of this size.
The 2026 Honest Company annual meeting contains two formal proposals: election of three Class II directors and ratification of PricewaterhouseCoopers as auditor. All three director nominees pass policy screens — two are within the 24-month new-director exemption and the company's 3-year stock outperformance versus XLP eliminates any TSR-based concern — and PwC passes all auditor independence and tenure checks with a non-audit fee ratio of approximately 18%.
