EDGEWELL PERSONAL CARE Co DEF 14A, filed Dec 20, 2023

EDGEWELL PERSONAL CARE Co (EPC)

DEF 14A 2023-12-20 For: 2024-02-01

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About this DEF 14A

EDGEWELL PERSONAL CARE Co filed this DEF 14A on December 20, 2023.

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1	Election of 10 directors to serve until the 2025 Annual Meeting of Shareholders	FOR ☒
2	Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal year 2024	FOR ☒
3	Non-binding advisory vote on executive compensation paid to our named executive officers	FOR ☒
4	Non-binding advisory vote on the frequency of executive compensation votes	FOR ☒

			Page
SHAREHOLDER VOTING MATTERS
BOARD OF DIRECTORS			1
Snapshot of Your Board Nominees			1
Key Skills Details and Experience			3
Board & Committee Self-Evaluations			3
Director Biographies			4
CORPORATE GOVERNANCE
Standing Committees and Meetings			9
Corporate Governance, Risk Oversight, Sustainability and Director Independence			13
Non-Employee Director Compensation for Fiscal 2023			17
FY 2023 Performance Highlights			19
OUR GROWTH, PEOPLE AND VALUES			20
AUDIT COMMITTEE REPORT			24
EXECUTIVE COMPENSATION			25
NEO Snapshot			26
Performance Highlights			26
Principles of the Edgewell Compensation Program			27
Compensation Policies and Governance Practices			29
Compensation Benchmarking			30
Results of 2023 Advisory Vote to Approve Executive Compensation			30
Summary and Key Elements of Executive Compensation in Fiscal 2023			31
Executive Officer Stock Ownership Requirements			38
Hedging Policy			38
Incentive Compensation Recoupment Policy			38
Executive Compensation Tables			40
HUMAN CAPITAL & COMPENSATION COMMITTEE REPORT			48
Potential Payments Upon Termination or Change in Control			49
Death, Permanent Disability or Termination of Employment			49
Executive Severance Plan			50
Change in Control of the Company			51
Chief Executive Officer Pay Ratio Disclosure			53
Equity Compensation Plan Information			53
Pay versus Performance			54
Stock Ownership Information			58
Five Percent Owners of Common Stock			58
Ownership by Directors and Executive Officers			59
PROPOSALS
Item 1. Election of Directors			62
Item 2. Ratification of Appointment of the Independent Auditor			64
Item 3. Advisory Vote on Executive Compensation			67
Item 4. Advisory Vote on the Frequency of Executive Compensation Votes			69
PROXY STATEMENT—VOTING PROCEDURES & MEETING FAQs			70
ADDITIONAL INFORMATION			72
Certain Relationships and Related Transactions			72
Other Business			72
Delivery of Documents			72
Shareholder Proposals for 2025 Annual Meeting			73
Appendix A: Reconciliation of Non-GAPP Financial Measures			A-1

ASC			Accounting Standards Codification
Board			Edgewell’s Board of Directors
CEO			Chief Executive Officer
CFO			Chief Financial Officer
CIC			Change in Control [Plan]
CPG			Consumer Packaged Goods
EBITDA			Earnings Before Interest, Taxes, Depreciation and Amortization
EPS			Earnings Per Share
ESIP			Executive Savings Investment Plan
FASB			Financial Accounting Standards Board
FY			Fiscal Year
HC&CC			Human Capital & Compensation Committee
NEO			Named Executive Officer
NYSE			New York Stock Exchange
PRSE			Performance Restricted Stock Equivalents
PwC			PricewaterhouseCoopers LLP
RSE			Restricted Stock Equivalents
SEC			Securities and Exchange Commission
SERP			Supplemental Executive Retirement Plan

			By Order of the Board of Directors,

			LaTanya Langley Chief People & Legal Officer and Corporate Secretary

				NEWSWEEK’S AMERICA’S MOST RESPONSIBLE COMPANIES For the fifth time, Edgewell was included in Newsweek’s list of America’s Most Responsible Companies for 2024. Up 18 spots from last year to #19 and ranked as #3 amongst 48 Consumer Goods companies on the list, the selection process identified 2,000 total companies and ranked the top 600 based on corporate social responsibility and publicly available key performance indicators including Edgewell’s most recent Sustainability Report, with a focus on company performance in the areas of environment, social, and corporate governance. In addition, companies were also selected based on an independent public perception survey conducted from 17,000 U.S. citizens that evaluated company reputations related to corporate social responsibility.
				USA TODAY’S AMERICA’S CLIMATE LEADERS In 2023, Edgewell was recognized by USA Today as one of the Climate Leaders in America, the first time USA Today has published its ranking of American companies that achieved the greatest reduction in core emissions intensity. The selection, which was based on a company’s progress in reducing their Scope 1 and 2 greenhouse gas emission intensity between 2019 and 2021, recognizes Edgewell’s work toward being a part of a world in which caring for ourselves is balanced with caring for our shared planet and society.
				2023 TOP WORKPLACES IN CONNECTICUT Edgewell was named as one of the top workplaces in Connecticut for 2023 by Hearst Media Group. The selection, which is based solely on third-party solicited employee feedback, was earned because of Edgewell’s strong culture, focus on learning and development, iconic portfolio of brands and track record of success in market.

	Time and Date			8:30 a.m., Eastern Time on Thursday, February 1, 2024
	Place			Hyatt Regency Coconut Point 5001 Coconut Road Bonita Springs, Florida 34134
	Record Date			November 24, 2023
	For additional information regarding the Annual Meeting, please refer to the section titled “Proxy Statement – Voting Procedures & Meeting FAQs.”

Name	Age	Professional Background	Board Committees
Robert W. Black	64	Executive Advisor Partner, Wind Point Partners and Chair, RTIC Outdoors	Audit, HC&CC
George R. Corbin	59	Former Chief Operating Officer, Onriva	Audit, HC&CC
Carla C. Hendra	67	Global Chief Executive Officer, Ogilvy Consulting	HC&CC, Corporate Governance
John C. Hunter, III	76	Former Chair, President and Chief Executive Officer, Solutia, Inc.	Non-Employee Chair of the Board, Audit
James C. Johnson	71	Former General Counsel, Loop Capital Markets LLC	HC&CC, Corporate Governance
Rod R. Little	54	President and Chief Executive Officer, Edgewell Personal Care Company
Joseph D. O’Leary	65	Former President and Chief Operating Officer, Petsmart, Inc.	Audit, Corporate Governance
Rakesh Sachdev	67	Former Chief Executive Officer, Platform Specialty Products Corporation and Sigma Aldrich Corporation	HC&CC, Corporate Governance
Swan Sit	46	Sole Owner, Swan Sit, LLC	HC&CC, Corporate Governance
Gary K. Waring	64	Former Assurance Partner, Ernst & Young LLP	Audit, Corporate Governance

				LEADERSHIP Executive leaders have an understanding of organizations and the drivers of individual and team growth and development. Directors with experience serving as a CEO or senior executive enhance the Board’s perspective of our organization’s operations and challenges. They understand strategy, productivity, and risk management, and how these factors impact the Company’s operations and controls. Further, their own significant leadership skills and experiences enable them to help identify and develop other successful leaders.						STRATEGY Because of the highly competitive environment in which we operate, our directors play a pivotal role in strategy, productivity, and risk management. Moreover, as we continue to identify and complete strategic acquisitions and effectively integrate acquired companies, directors with experience leading business value creation through acquisitions, divestitures, and other business transactions are invaluable.
				EXTENSIVE INDUSTRY KNOWLEDGE The categories in which we operate are largely mature and highly competitive, both in the U.S. and globally, as a number of companies compete for consumer acceptance, limited retail shelf space and e-commerce opportunities. Directors with experience serving consumers, brand perceptions, and product performance and innovation, provide valuable insights to the Company. Based on their experience and tenure on our Board, our directors provide us with a better understanding of the challenges and opportunities facing our business.						FINANCIAL The Company’s business is multifaceted and involves complex financial transactions in many countries and in many currencies. Directors with an understanding of accounting and financial reporting processes, particularly in large, global businesses, provide important oversight of our financial statements and strategy and financial reporting to investors and other stakeholders. Directors with proficiency in finance, capital allocation, and financial reporting processes gained from experience acting as, or actively supervising, a principal financial officer are essential for ensuring effective oversight of the Company’s financial measures and processes.
				INTERNATIONAL PERSPECTIVE We are a global company with a footprint in over 20 countries and our products are widely available in more than 50 countries. The quality of our Board’s oversight and strategic guidance is enhanced by directors whose understanding of diverse business environments, economic conditions and cultures has been informed by service as a director or senior leader at one or more companies with international operations. Our directors bring valuable knowledge to the Company, including exposure to different cultural perspectives and practices, and provide critical insight in light of the Company’s global scope and significant international revenues.						MARKETING We depend on the continuing reputation and success of our brands. Directors with experience identifying, developing, and marketing new products, as well as identifying new areas for existing products which can positively impact the Company’s operational results, are crucial to helping the Company understand and anticipate evolving marketing platforms and practices. Our directors oversee our brand strategy (or the brand strategy of its brands), ensuring it aligns with the overall business objectives and values, while providing guidance on brand purpose, positioning, messaging, brand identity, creative platform and in-market communications.
				OPERATIONS Directors with “hands-on” experience developing and implementing operating plans and business strategies at companies with similarly sophisticated business operations have a practical understanding of how such organizations operate in increasingly sophisticated and disruptive competitive environments. Our directors provide valuable insight and leadership into distribution, e-commerce, logistics, innovation, marketing, and sales for a global organization.						RISK/CORPORATE GOVERNANCE As a public company, our accounting and financial reporting functions are subject to a rigorous program of controls and procedures and our Board plays an important role in oversight of our robust audit, enterprise risk management and information security organizations. Directors with experience in these areas are critical to evaluating and providing effective oversight of our consolidated financial statements and financial reporting and our management of the risks inherent in our business operations. Likewise, as a Company deeply committed to our Purpose, Values and Behaviors, directors who are well-informed with respect to today’s dynamic governance and ethics environment are crucial to our success. We believe our directors are uniquely qualified to guide our Company through the challenges posed by the dynamic regulatory and geopolitical environments we operate in, guide in the execution of our strategic priorities, and provide effective oversight of management.
				DIGITAL COMMERCE Our directors have significant knowledge of how to anticipate technological trends, generate disruptive innovation, and extend or create new business models. Further, our directors provide oversight into the selection and implementation of new technologies to leverage competitive strengths and give valuable insights related to the digital commerce sector that are relevant to our evolving strategy, business, and operations.

Director since 2018 Board Committees: • Audit • HC&CC	Robert W. Black Mr. Black brings extensive international business, digital commerce, strategy, operations and innovation experience to our Board. At Kimberly-Clark, he led the portfolio reconstruction, reinvigoration and reorganization of the company’s international businesses. Mr. Black led the transformation of the Steelcase International business through acquisitions, rationalized branding, reconfiguration of the organization and the launch of new products. Mr. Black is the Chair of RTIC Outdoors, a direct-to-consumer retailer of outdoor gear.
Director since 2018 Board Committees: • Audit • HC&CC	Current and Previous Experience • Wind Point Partners (since 2013) • Executive Advisor Partner • Kimberly-Clark (2006-2012) • Group President • Chief Strategy Officer and Chief Innovation Officer	Past Public Company Boards • LF Capital Acquisition II (2021-2023) • Annie’s, Inc. (2014-2015) Education • Bachelor’s degree in Management, State University of New York at Buffalo • MBA, Harvard Business School

Director since 2018 Board Committees: • Audit • HC&CC	George R. Corbin Mr. Corbin brings extensive disruptive innovation, digital commerce, digital strategy, marketing, business transformation and operations experience to our Board. He has served as Chief Digital Officer and top digital executive for some of the world’s most iconic brands, including Mars, Incorporated where he served in a non-director capacity on the board’s Digital Subcommittee and also as Chief Digital Officer. Prior to Mars, Incorporated he was Senior Vice President of Digital at Marriott International where he led a $13.5 billion digital business and the company’s global-scale digital transformation. Mr. Corbin serves as a Venture Partner at NextGen Venture Partners. He also served as Chief Operating Officer for travel technology startup, Onriva. Mr. Corbin serves on the Faculty of the National Association of Corporate Directors, where he also holds a Professional Director Certification. Mr. Corbin does not currently serve on any other public company boards.
Director since 2018 Board Committees: • Audit • HC&CC	Current and Previous Experience • Onriva (2021-2023) • Chief Operating Officer • NextGen Venture Partners (since 2019) • Venture Partner • Mars, Incorporated (2017-2019) • Chief Digital Officer • Marriott International (2002-2017) • Senior Vice President, Digital • Vice President, Digital Strategy, Global eMarketing, Global eCommerce Services & International eCommerce • Vice President Digital Strategy	Education • BS degree, University of California Davis • MBA, Harvard Business School

Director since 2015 Board Committees: • HC&CC • Corporate Governance	Carla C. Hendra Ms. Hendra brings to our Board extensive experience in marketing, advertising and strategic consulting which gives her insights into commercial issues such as brand strategy, digital marketing, data and analytics, and long-term planning. Ms. Hendra currently leads Ogilvy Consulting, the global strategy consulting and innovation arm of Ogilvy. Ms. Hendra has led two acquisitions for Ogilvy: The Lacek Group loyalty specialists, and Leopard, a sales enablement group which is now part of Ogilvy USA.
	Current and Previous Experience • The Ogilvy Group (since 1996) • Global Chief Executive Officer, Ogilvy Consulting (since 2021) • Global Chair (through 2017) • Chief Digital Officer (2016-2020)	Public Company Boards • Caleres, Inc. (since 2005) • Nominating & Governance Committee Past Public Company Boards • Velocity (2020-2023) Education • BA in Humanities, University of Chicago • Textile Design, Fashion Institute of Technology, New York City

Director since 2005 Non-Executive Chair since March 2019 Board Committees: • Audit	John C. Hunter, III Mr. Hunter was elected as our Non-Executive Chair of the Board in March 2019. He brings to our Board insightful risk management experience and his extensive experience as a director also provides him with insight into effective compensation plan design and a thorough understanding of current issues, trends and concerns in executive compensation. Mr. Hunter retired from Solutia, Inc. in 2004. During his career with Solutia, he gained many years of experience in the specialty chemicals business and obtained an in-depth knowledge of environmental, regulatory and sustainability issues. Mr. Hunter does not currently serve on any other public company boards.
	Previous Experience • Solutia, Inc. (1999-2004) • Chair, President and Chief Executive Officer	Past Public Company Boards • KMG Chemicals, Inc. (2014-2019) • Penford, Inc. (2014-2019) • Hercules/Ashland (2008-2016) Education • BSChE, Georgia Institute of Technology • MBA, University of Houston

Director since 2013 Board Committees: • HC&CC • Corporate Governance, Chair	James C. Johnson Mr. Johnson brings to our Board extensive executive management and leadership experience. Prior to serving as General Counsel of Loop Capital Markets LLC, a financial services firm, Mr. Johnson served as Corporate Vice President, Corporate Secretary and Assistant General Counsel of aerospace and defense firms, Northrop Grumman Corporation and The Boeing Company. Mr. Johnson retired as the General Counsel of Loop Capital Markets LLC, a financial services firm, in December 2013. As a former general counsel, Mr. Johnson brings strong legal, compliance, risk management, corporate governance and executive compensation plan design experience to our Board.
	Previous Experience • Loop Capital Markets LLC (2010-2013) • General Counsel	Public Company Boards • Energizer Holdings, Inc. (since 2015) • Governance Committee (Chair) • Ameren Corporation (since 2005) • Compensation Committee • Governance Committee • HanesBrands Inc. (since 2006) • Governance Committee Education • BA & J.D., University of Pennsylvania • Certificate, Cybersecurity Oversight from the NACD

Director since 2019	Rod R. Little President and Chief Executive Officer, Edgewell Personal Care Company (since March 2019) Mr. Little has been our President and Chief Executive Officer since March 2019. From March 2018 to March 2019, he was our Chief Financial Officer. Mr. Little brings to our Board more than 20 years of global experience in CPG organizations, significant public company experience and a strong track record of driving results. As our CFO, he was responsible for the global finance and IT organizations. This combination of experience and deep industry knowledge allow Mr. Little to bring unique insights and perspectives to our Board.
Director since 2019	Previous Experience • HSN, Inc. (2017) • Chief Financial Officer • Elizabeth Arden (2014-2016) • Executive Vice President & Chief Financial Officer • Procter & Gamble (1997-2014) • Various Finance positions	Public Company Boards • Victoria’s Secret & Co. (since 2023) • Human Capital & Compensation Committee Education • BS degree in Business Management, United States Air Force Academy • MBA in Finance, University of Pittsburgh

Director since 2018 Board Committees: • Audit • Corporate Governance	Joseph D. O’Leary Mr. O’Leary brings to our Board his extensive experience in global supply chain operations, marketing and merchandising. He also provides insightful expertise in executive management and leadership to our Board. Mr. O’Leary retired as the President and Chief Operating Officer of Petsmart, Inc. in 2014. While at Petsmart he served in key leadership roles at various corporate and functional levels, including merchandising, supply chain and strategic planning.
	Previous Experience • Petsmart, Inc. (2006-2014) • President and Chief Operating Officer • Senior Vice President, Supply Chain Past Public Company Boards • Big Heart Pet (2014-2015) • Petsmart, Inc. (2015-2019) • Francesca’s Holdings Corporation (2013-2020)	Public Company Boards • Sprouts Farmers Market, Inc. (since 2017) • Nominating & Governance Committee • Compensation Committee Education • BA in Business, University of Portsmouth, Portsmouth, England • Sr. Executive Program, Columbia University • Director’s Consortium, Stanford University

Director since 2015 Board Committees: • HC&CC, Chair • Corporate Governance	Rakesh Sachdev Mr. Sachdev brings experience as both a chief executive officer and chief financial officer to our Board. As a previous CEO of two public companies, he brings skills and valuable expertise in global management, mergers and acquisitions, and finance. His knowledge of operations, finance, accounting principles and financial reporting rules and regulations, his experience in evaluating financial results and generally overseeing the financial reporting processes of a large public company, provide substantial insights to our Board. Mr. Sachdev acts as an advisor to New Mountain Capital and certain of their portfolio companies. In the past, Mr. Sachdev has served as the Chairman of the Federal Reserve Bank of St. Louis.
	Previous Experience • Platform Specialty Products Corporation (now Element Solutions, Inc.) (2016-2019) • Chief Executive Officer • Sigma-Aldrich Corporation (2008-2015) • President and Chief Executive Officer • Chief Financial Officer and Chief Administrative Officer Past Public Company Boards • Element Solutions, Inc. (2019-2020) • Platform Specialty Products Corporation (2016-2019) • Sigma Aldrich Corporation (2010-2015) • Avantor, Inc. (2019-2021)	Public Company Boards • HERC Holding (since 2021) • Audit Committee • Axalta Coating Systems (since 2020) • Compensation Committee • Governance Committee • Regal Rexnord Corporation (since 2007) • Compensation Committee Education • B.Tech in Mechanical Engineering, Indian Institute of Technology, Delhi • MBA in Business, Indiana University • MS in Mechanical Engineering, University of Illinois at Urbana-Champaign

Director since 2020 Board Committees: • HC&CC • Corporate Governance	Swan Sit Ms. Sit brings extensive experience in digital transformation, digital strategy, marketing, and disruptive innovation to our Board. Ms. Sit currently acts as an independent business consultant to a number of private and public companies on various digital, marketing and strategic initiatives. She is also a public speaker and content creator in the areas of business and technology. In her prior roles, Ms. Sit has built front-end consumer experiences across ecommerce, omnichannel, mobile, media, social, apps and innovation as well as integrated back-end operations.
	Current and Previous Experience • Swan Co., LLC (since 2019) • Nike (2018-2019) • Vice President, Global Digital Marketing • Vice President, Digital Capabilities, Business Operations & Service • Revlon & Elizabeth Arden (2015-2017) • Vice President, Global Digital	Public Company Boards • Novabay Pharmaceuticals (since 2019) • Nominating & Corporate Governance • Compensation Committee • Audit Committee Education • BA, Economics, Harvard University • MBA, Columbia Business School

Director since 2018 Board Committees: • Audit, Chair • Corporate Governance	Gary Waring Mr. Waring brings to our Board extensive knowledge in financial accounting and reporting and the development of internal controls over financial reporting, as well as experience in strategic consulting and advising with acquisitions, divestitures, restructurings, and regulatory matters. Mr. Waring retired from Ernst & Young LLP in 2017 after serving more than 35 years with the firm in various positions including coordinating audit and business advisory services for more than 200 clients in the consumer products, retail, distribution, manufacturing and technology industries. Mr. Waring does not currently serve on any other public company boards.
	Previous Experience • Ernst & Young LLP (1981-2017) • Assurance Partner	Education • BA, Accounting, Wittenberg University • Retired CPA • Former Member, American Institute of Certified Public Accountants • Former Member, California Society of Certified Public Accountants

	Elements of Non-Employee Director Compensation for Fiscal 2023
	Compensation Elements			Compensation Amounts
	Annual Retainer (1)			$100,000
	Chair of the Board Annual Retainer			$115,000
	Committee Chair Annual Retainer
	Audit Committee			$20,000
	Human Capital & Compensation Committee			$20,000
	Corporate Governance Committee			$20,000
	Annual Restricted Stock Equivalent Award (2)			$145,000
	New Director Restricted Stock Equivalent Award (3)			$100,000

Name	Fees Earned or Paid in Cash (1)	Stock Awards (2)	All Other Compensation (3) (4)	Total
Robert W. Black	$100,000	$145,000	$2,025	$247,025
George R. Corbin	$100,000	$145,000	$0	$245,000
Carla C. Hendra	$50,000	$195,000	$2,025	$247,025
John C. Hunter, III	$215,000	$145,000	$0	$360,000
James C. Johnson	$120,000	$145,000	$0	$265,000
Joseph D. O’Leary	$100,000	$145,000	$2,025	$247,025
Rakesh Sachdev	$120,000	$145,000	$0	$265,000
Swan Sit	$100,000	$145,000	$7,457	$252,457
Gary K. Waring	$120,000	$145,000	$810	$265,810

				Returned $107 million to shareholders in the form of $75 million in share repurchases and $32 million of dividends in the full fiscal year
				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%, primarily driven by increased price, as volumes declined, while international markets increased by over 6%, driven by both volume and price gains
				Wet Shave segment profit increased $9.3 million, or 5.3%, primarily driven by growth in international markets
				Partnered with esteemed Afro-Latina Visual Artist and Author, Reyna Noriega, to unveil a Schick® Intuition® Sensitive Care® limited-edition razor, underscoring Schick® Intuition®’s ongoing dedication to inclusivity and effortless self-care, catering to the unique needs of their consumer
				Our Wilkinson Sword Quattro Essential 4 Sensitive razor which launched in Europe in 2023 — with a razor blade designed to last up to 15 shaves and made with over 70% upcycled steel and a razor handle made with 60% recycled plastic
				We continue to make substantive progress towards the ambitious 2030 sustainability goals we set out in our 2022 Sustainability Report, published in June 2023. Fiscal year 2023 saw us take action to further simplify our operations, optimize logistics, regionalize production, reduce waste, conserve water and source in ethical and responsible ways
				Recently launched in the U.S., our WET ONES plant-based antibacterial hand wipes are made with soft, plant-derived fiber
				Sun and Skin Care net sales for fiscal 2023 was $705.5 million, an increase of $67.0 million, or 10.5%. Organic net sales in international markets increased 29.9% and North America markets increased 5.8%. Sun and Skin Care segment profit for fiscal 2023 was $137.4 million, an increase of $28.6 million, or 26.3%
				Feminine Care net sales for fiscal 2023 was $315.2 million, an increase of $24.5 million, or 8.4%. Feminine Care segment profit for fiscal 2023 was $49.7 million, an increase of $18.2 million, or 57.8%

	AUDIT COMMITTEE REPORT
	The Audit Committee of Edgewell’s Board of Directors assists the Board in its oversight of corporate governance by overseeing the quality and integrity of Edgewell’s accounting, auditing, and reporting practices. The Audit Committee operates in accordance with a written charter, which was adopted by the Board. A copy of that charter is available at Edgewell’s Investor Relations site, http://ir.edgewell.com/, under “Corporate Governance.” The Audit Committee consists entirely of non-employee directors that are independent, as required by the listing standards of the NYSE and the rules and regulations of the SEC. Further, the Board has determined that Mr. Waring is an audit committee financial expert, as defined by SEC guidelines.
	Management is responsible for the Company’s internal controls and the financial reporting process. Edgewell’s independent accountants, PwC, are responsible for performing an independent audit of the Company’s consolidated financial statements and internal control over financial reporting in accordance with the standards established by the Public Company Accounting Oversight Board (United States) (the “PCAOB”) and issuing a report thereon. The committee’s responsibility is to monitor and oversee these processes on behalf of the Board.
	The Audit Committee has oversight responsibilities for reviewing the services performed by PwC and retains sole authority to select, evaluate and replace the outside auditors. The Audit Committee is responsible for approval of the proposed audit fees and annually evaluates the qualifications, performance and independence of PwC and its lead audit partner. Further, in conjunction with the mandated rotation of the independent auditor’s lead audit partner, the Audit Committee is directly involved in the selection of the new lead audit partner.
	The Audit Committee has received the written disclosures from PwC required by the applicable standards of the PCAOB regarding the independent accountant’s communications with the Audit Committee concerning independence and has discussed the independence of PwC with members of that firm. In doing so, the committee considered whether the non-audit services provided by PwC were compatible with its independence. The committee concluded that the independent auditors’ independence has not been impaired. The Audit Committee selected PwC as the Company’s independent registered public accountants for fiscal year 2024, subject to shareholder ratification. PwC has served as the Company’s independent registered public accounting firm since 1999, and fiscal year 2023 is the third year for the current lead partner who will rotate off after completion of the fiscal year 2025 audit. The Audit Committee considered several factors in selecting PwC, including the firm’s independence and internal quality controls, the overall depth of talent, their experience with the Company’s industry, their familiarity with the Company’s business and internal control over financial reporting, as well as an evaluation of their past performance and the potential impact of changing independent auditors.
	In fulfilling its oversight responsibilities, the Audit Committee meets regularly with management, internal audit and PwC to discuss, prior to their release to the public, the Company’s financial statements and earnings releases and, as appropriate, other Company public communications containing Company financial information or performance measures. The Audit Committee’s meetings with the Company’s internal auditors and the independent registered public accounting firm, which are both with and without management present, include discussions about the results of their examinations and evaluations of the quality of the Company’s financial statements and the Company’s internal control over financial reporting.
	The Audit Committee has reviewed with management the Company’s audited financial statements included in its Annual Report on Form 10-K for the fiscal year ended September 30, 2023. This review included a discussion of the quality and the acceptability of the Company’s financial reporting and system of internal controls, including the clarity of disclosures in the financial statements, reasonableness of significant accruals, reserves and allowances, critical accounting policies and estimates, and risk assessment. With respect to the Company’s audited financial statements for the fiscal year ended September 30, 2023, management of the Company has represented to the committee that the financial statements were prepared in accordance with generally accepted accounting principles.
	In addition, the Audit Committee reviewed and discussed with the Company’s independent registered public accounting firm the scope and plans for their audit, the audited financial statements of the Company for the fiscal year ended September 30, 2023, the independent registered public accounting firm’s judgments as to the quality and acceptability of the Company’s financial reporting, PwC’s discussion about critical audit matters in its report on the audited financial statements for the fiscal year ended September 30, 2023, the Company’s critical accounting policies and estimates, the effectiveness of the Company’s internal control over financial reporting and such other matters as are required to be discussed by the applicable requirements of the PCAOB and SEC.
	Based on the review and discussions referred to above, the Audit Committee recommended to the Company’s Board of Directors that the audited financial statements for the fiscal year ended September 30, 2023 be included in the Company’s Annual Report on Form 10-K for that year for filing with the SEC.
				Respectfully submitted, Gary K. Waring, Chair Robert W. Black George R. Corbin John C. Hunter, III Joseph D. O’Leary
	No portion of this Audit Committee Report shall be deemed to be incorporated by reference into any filing under the Securities Act of 1933 (the “Securities Act”), the Securities Exchange Act of 1934 (the “Exchange Act”), or through any general statement incorporating by reference in its entirety the Proxy Statement in which this report appears, except to the extent that the Company specifically incorporates this report or a portion of it by reference. In addition, this report shall not be deemed to be filed under either the Securities Act or the Exchange Act.

	NEO			Role
	Rod R. Little			President and Chief Executive Officer since March 2019
	Daniel J. Sullivan			Chief Financial Officer since April 2019
	Eric F. O’Toole			President, North America since May 2020
	John N. Hill			Chief Human Resources Officer since August 2018
	Paul R. Hibbert			Chief Supply Chain Officer since June 2020

⯀ Church & Dwight Co., Inc.	⯀ McCormick & Company, Incorporated	⯀ Sleep Number Corporation
⯀ Energizer Holdings, Inc.	⯀ Nu Skin Enterprises, Inc.	⯀ Spectrum Brands Holdings, Inc.
⯀ Fossil Group, Inc.	⯀ Oxford Industries, Inc.	⯀ The Clorox Company
⯀ HanesBrands Inc.	⯀ Post Holdings, Inc.	⯀ The Hain Celestial Group, Inc.
⯀ Hasbro, Inc.	⯀ Prestige Brands Holdings, Inc.	⯀ Tupperware Brands Corporation
⯀ Helen of Troy Limited	⯀ Revlon Inc.	⯀ USANA Health Sciences

Adjusted EBITDA	Adjusted Net Sales	Strategic Priorities Achieved
$340.0M	$2,199.0M	2
Target of $320.0M	Target of $2,190.0M	Target of 4

Name	2022 ($)	Increase ($ / %)	Effective November 2, 2022 ($)
Mr. Little	$1,050,000	$50,000(4.8%)	$1,100,000
Mr. Sullivan	$730,000	$20,000(2.7%)	$750,000
Mr. O’Toole	$520,000	$80,000 (15.3%)	$600,000
Mr. Hill	$445,000	$20,000(4.5%)	$465,000
Mr. Hibbert	$445,000	$20,000(4.5%)	$465,000

	Name			Bonus Target as a Percentage of Base Salary
	Mr. Little			125%
	Mr. Sullivan			75%
	Mr. O’Toole			75%
	Mr. Hill			65%
	Mr. Hibbert			65%

	% of Bonus	Performance Range
	% of Bonus	Priority	Weighting	FY23 Actual Performance Achievement	Award Percentage Payout
Strategic Priorities	20%	Global Teammate Engagement/Experience Survey Results	25%	100%	50%
		Working Capital % of Net Sales	25%	0%
		Billie Integration	25%	100%
		Integrated Business Planning (IBP)	25%	0%

Name and Principal Position	Year	Salary	Bonus Target Percentage	Bonus Available at Target	Bonus Paid
Rod R. Little President and Chief Executive Officer	2023	$1,100,000	125%	$1,375,000	$1,727,440
	2022	$1,050,000	115%	$1,312,500	$1,017,923
	2021	$1,000,000	115%	$1,150,000	$1,264,080
Daniel J. Sullivan Chief Financial Officer	2023	$750,000	75%	$562,500	$706,680
	2022	$730,000	75%	$547,500	$424,619
	2021	$710,000	70%	$497,000	$546,303
Eric F. O’Toole President, North America	2023	$600,000	75%	$450,000	$565,344
	2022	$520,000	70%	$364,000	$282,304
	2021	$500,000	60%	$300,000	$329,760
John N. Hill Chief Human Resources Officer	2023	$465,000	65%	$302,250	$379,723
John N. Hill Chief Human Resources Officer	2022	$445,000	60%	$267,000	$207,075
Paul R. Hibbert Chief Supply Chain Officer	2023	$465,000	65%	$302,250	$379,723
Paul R. Hibbert Chief Supply Chain Officer	2022	$445,000	60%	$267,000	$207,075

⯀ Andersons, Inc.	⯀ Fresh Del Monte Produce, Inc.	⯀ Post Holdings, Inc.
⯀ B&G Foods, Inc.	⯀ Grocery Outlet Holding Corp.	⯀ Prestige Consumer Healthcare, Inc.
⯀ BellRing Brands, Inc.	⯀ Hain Celestial Group, Inc.	⯀ PriceSmart, Inc.
⯀ BJ’s Wholesale Club Holdings, Inc.	⯀ HanesBrands Inc.	⯀ Revlon, Inc.
⯀ Boston Beer Company, Inc.	⯀ Hasbro, Inc.	⯀ Seneca Foods Corporation
⯀ Calavo Growers, Inc.	⯀ Helen of Troy Limited	⯀ Simply Good Foods Company
⯀ Cal-Maine Foods, Inc.	⯀ Hostess Brands, Inc.	⯀ Sleep Number Corporation
⯀ Casey’s General Stores, Inc.	⯀ Ingredion Incorporated	⯀ SpartanNash Company
⯀ Celsius Holdings, Inc.	⯀ Inter Parfums, Inc.	⯀ Spectrum Brands Holdings, Inc.
⯀ Central Garden & Pet Co.	⯀ J&J Snack Foods Corp.	⯀ Sprouts Farmers Market, Inc.
⯀ Chef’s Warehouse, Inc.	⯀ John B. Sanfilippo & Son, Inc.	⯀ Tootsie Roll Industries, Inc.
⯀ Church & Dwight Co., Inc.	⯀ Lancaster Colony Corp.	⯀ TreeHouse Foods, Inc.
⯀ Clorox Company	⯀ McCormick & Company, Inc.	⯀ Tupperware Brands Corporation
⯀ Coca-Cola Consolidated, Inc.	⯀ Medifast, Inc.	⯀ United Natural Foods, Inc.
⯀ Coty, Inc.	⯀ MGP Ingredients, Inc.	⯀ Universal Corporation
⯀ Darling Ingredients, Inc.	⯀ National Beverage Corp.	⯀ USANA Health Sciences, Inc.
⯀ e.l.f. Beauty, Inc.	⯀ Nu Skin Enterprises, Inc.	⯀ Vector Group Ltd.
⯀ Energizer Holdings, Inc.	⯀ Oxford Industries, Inc.	⯀ WD-40 Company
⯀ Flowers Foods, Inc.	⯀ Performance Food Group Co.
⯀ Fossil Group, Inc.	⯀ Pilgrim’s Pride Corporation

	Percentile Ranking	Payout (% of Target)
Below Threshold	<25th	0%
Threshold	25th	50%
Target	50th	100%
Max or Above	75th	200%

	Group			Ownership Level
	CEO			5X base salary
	Other NEOs			3X base salary

Name and Principal Position	Year	Salary	Bonus (1)	Stock Awards (2)	Option Awards (3)	Non- Equity Incentive Plan Compen- sation (1)	Change in Pension Value and Non- qualified Deferred Compen- sation Earnings (4)	All Other Compen- sation (5)	Total
Rod R. Little President and Chief Executive Officer	2023	$1,095,833	$0	$6,360,768	$1,200,006	$1,727,440	$0	$133,081	$10,157,128
	2022	$1,045,833	$0	$6,012,124	$1,100,002	$1,017,923	$0	$144,398	$9,320,280
	2021	$1,000,000	$0	$4,265,484	$1,455,006	$1,264,080	$0	$119,456	$8,104,026
Daniel J. Sullivan Chief Financial Officer	2023	$748,334	$0	$1,451,162	$280,002	$706,680	$0	$19,785	$3,205,963
	2022	$728,333	$0	$1,279,859	$240,013	$424,619	$0	$76,354	$2,749,178
	2021	$710,000	$0	$967,428	$330,014	$546,303	$0	$66,649	$2,620,394
Eric F. O’Toole President, North America	2023	$593,334	$0	$1,036,533	$200,006	$565,344	$0	$50,689	$2,445,906
	2022	$518,333	$0	$799,898	$150,001	$282,304	$0	$18,606	$1,769,142
	2021	$500,000	$0	$615,699	$210,018	$329,760	$0	$40,645	$1,696,122
John N. Hill Chief Human Resources Officer	2023	$463,334	$0	$673,777	$130,009	$379,723	$189,648	$46,929	$1,896,535
							$13,115
	2022	$443,750	$0	$693,252	$130,014	$207,075	$114,917	$57,611	$1,623,822
							($22,797)
Paul R. Hibbert Chief Supply Chain Officer	2023	$463,334	$0	$673,777	$130,009	$379,723	$0	$46,064	$1,692,907
Paul R. Hibbert Chief Supply Chain Officer	2022	$443,883	$0	$639,984	$120,007	$207,075	$0	$50,697	$1,461,646