PRESTIGE CONSUMER HEALTHCARE INC (PBH)
Sector: Health Care
2026 Annual Meeting Analysis
PRESTIGE CONSUMER HEALTHCARE INC · Meeting: August 4, 2026
Directors FOR
6
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Lombardi has served since June 2015 and PBH's 3-year total shareholder return of -15.4% outperforms the company-disclosed peer group median of -38.0% by +22.6 percentage points, well clear of the 20pp trigger threshold for negative absolute TSR, so no TSR flag fires; no overboarding concern (holds one outside public board seat, within the CEO's one-seat limit); no attendance, independence, or familial relationship flags.
Byom has served since January 2006 and the same peer-group TSR analysis that clears Lombardi applies equally — PBH outperforms the peer median by +22.6pp over three years, so the TSR trigger does not fire; he holds no outside public board seats, attended all meetings at ≥75%, and serves as Lead Independent Director with relevant finance and consumer-products experience.
Clark joined in February 2021, giving her more than 24 months of tenure, and the peer-group TSR trigger does not fire given PBH's +22.6pp outperformance of the peer median; she holds current public board seats at Hain Celestial and Darling Ingredients, totaling two outside seats (below the four-seat overboarding limit for non-executive directors), and brings deep consumer-products, sustainability, and governance expertise.
D'Arecca joined in August 2023, giving him approximately 34 months of tenure at the time of the meeting, placing him outside the 24-month new-director exemption window; however, the peer-group TSR trigger does not fire because PBH outperforms its disclosed peer median by +22.6pp over three years; he holds no other public board seats and serves as Audit Committee Chair with strong financial expertise as a CPA and current public-company CFO.
Kelly joined in May 2024, giving him fewer than 24 months of tenure at the August 2026 meeting date, so he is fully exempt from the TSR trigger under the new-director exemption; he holds no other public board seats, attended ≥75% of meetings, and brings relevant supply-chain and pharmaceutical manufacturing expertise from a 40-year career at Pfizer.
Zier has served since May 2020 and the peer-group TSR trigger does not fire given PBH's +22.6pp outperformance of the peer median over three years; she serves on two other public boards (Hain Celestial as Chair, and Spirit Airlines), totaling two outside seats — below the four-seat overboarding limit for non-executive directors — and brings directly relevant CEO, marketing, and digital-commerce experience.
All six nominees receive a FOR vote. PBH's 3-year total shareholder return of -15.4%, while negative in absolute terms, outperforms the company-disclosed peer group median of -38.0% by +22.6 percentage points, which is well above the 20pp underperformance threshold that would trigger an AGAINST vote for negative absolute TSR. No director is overboarded, all attended at least 75% of meetings, there are no familial relationships with management, all committee assignments respect independence requirements, and the board discloses a skills matrix. John F. Kelly is additionally protected by the 24-month new-director exemption.
Say on Pay
✓ FORCEO
Ronald M. Lombardi
Total Comp
$6,193,019
Prior Support
97%%
CEO total compensation of $6,193,019 (from the pre-extracted database, reflecting fiscal 2025 reported compensation) is within a reasonable range for a CEO of a roughly $2.3 billion consumer healthcare company, and the pay mix is strongly performance-oriented — the proxy discloses that 83% of CEO total compensation is variable or performance-based, well above the 60% threshold the policy requires. The incentive structure uses multi-year (3-year) cumulative revenue and EBITDA targets for performance stock awards, and a 68% AIP payout in fiscal 2026 reflects genuine below-target financial results rather than automatic full vesting, demonstrating that the program functions as intended. The prior Say on Pay vote received 97% support, there is a meaningful clawback policy in place, no individual executive appears to be grossly above market for their role and company size, and the annual equity dilution from named executive officer grants appears modest relative to shares outstanding.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
$1,884,669
Non-Audit Fees
$162,279
Non-audit fees (tax fees of $151,563, audit-related fees of $8,548, and other fees of $2,168, totaling $162,279) represent approximately 8.6% of audit fees of $1,884,669, well below the 50% threshold that would raise independence concerns. Auditor tenure is not disclosed in the proxy so the tenure trigger cannot fire under policy — PwC is a Big 4 firm fully appropriate for a $2.3 billion public company. No material restatements are noted.
Overall Assessment
The 2026 Prestige Consumer Healthcare annual meeting presents three standard proposals — director elections, Say on Pay, and auditor ratification — all of which receive FOR votes under this policy. PBH's stock has declined over one and three years in absolute terms, but meaningfully outperforms its own disclosed compensation peer group over three years, clearing the director TSR trigger; executive pay is heavily performance-linked with above-threshold variable pay ratios and a clawback policy; and PricewaterhouseCoopers' non-audit fees are a very small fraction of audit fees, posing no independence concern.
Compensation Peer Group
13 companies disclosed in 2026 proxy filing