UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

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EDGEWELL PERSONAL CARE COMPANY

(Name of the Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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Letter to our Shareholders

from our President and

Chief Executive Officer

and our Chairman

December 20, 2021

Dear Fellow Shareholders,

You are cordially invited to attend the Annual Meeting of Shareholders of Edgewell Personal Care Company to be held on February 4, 2022 at 8:30 a.m. Eastern Time at the Hyatt Regency Coconut Point, 5001 Coconut Road, Bonita Springs, Florida.

Fiscal 2021 Accomplishments

Despite a year that was filled with immense volatility and uncertainty due to COVID-19 restrictions, on-going cost headwinds and supply chain issues, Edgewell pressed forward with an aggressive set of objectives and launched a new growth strategy. Throughout the year, we made significant progress executing on our long-term strategic priorities of transforming into a growing, sustainable and consumer-centric Personal Care company that is focused on driving stable topline growth and predictable cash generation while delivering a meaningful total shareholder return.

We are very pleased to report that we are tracking well against our objectives and as a result, Net Sales increased 7.1% compared to the prior year as we benefited from improving consumption across all categories, as well as strong execution and growth in Sun Care, Women’s Shave and Men’s Grooming. For the year, adjusted operating profit increased 7.7%, adjusted EPS increased 10.9% and adjusted EBITDA increased 7.4%, as Project Fuel savings combined with improved revenue and overhead cost management helped mitigate tremendous inflationary pressures that increased as the year progressed.

In addition to our strong performance, we continue to take a disciplined and balanced approach to capital allocation. We are committed to delivering improved returns to our shareholders via our dividend and share buyback program. Our balance sheet fundamentals remain strong with ample liquidity through free cash flow, cash on hand and our revolver capacity. We have also been disciplined in our debt management and finished off the year with a modest net leverage ratio of 2.1x.

Progress on Our Long-term Objectives

Our organization continued to advance on the strategic priorities we outlined during our investor day last year. Since then, we have made meaningful investments in our brands and products, with increases in A&P, R&D and Capex, and have incrementally invested in our innovation roadmap, both near- and longer-term. With these investments, we have increased our ability to better tailor our solutions to meet the needs of our valued customers. On the digital and e-commerce side, we continued to drive increased engagement and activation, and expanded our resources and capabilities. We also completed Project Fuel, a multi-year initiative to fund growth transformation and margin expansion. The program generated $68 million in gross savings this year alone and generated cumulative gross savings of $280 million for the full project, which is a significant increase from the initial target of $225 million we set in 2018. Efficiency and continuous improvement remain core to our business strategy and have helped to mitigate the cost headwinds we continued to face. We are pleased with the progress we have made.

Our Sustainability Journey

At Edgewell, sustainability means constantly evolving to have a meaningful impact on society and our environment. Over the last year, we have continued to elevate our commitments across our brands, our people and communities as well as our operations and supply chain. In June 2021, we released our fiscal 2020 Sustainability Report, titled Never. Stop. Caring., which details the progress we have made over the last year in priority areas such as: sustainable products and packaging; innovating with alternative materials; ingredient stewardship and transparency; ethical and responsible sourcing; more actively addressing inequities; and promoting a more diverse and inclusive workforce, among others. As we look to transform our business over the next decade and execute against our Sustainable Care 2030 strategy, sustainability will become an ever-more important driver of our performance, providing the lens through which we will grow our business in a responsible way.

Our Purpose, Values and Behaviors

In June 2020, we rolled out our new Purpose, Values and Behaviors (PVB), which reflect our unique vision of fostering an authentic, empathic and ethical working environment, and an atmosphere of collaboration where our nearly 6,000 team members across more than 20 countries are encouraged to bring their best and authentic selves to work. We are pleased to have made significant progress on our continuing journey of transformation, investing more than ever in attracting and retaining a diverse range of people and committing to ensuring that our company reflects the diversity of the world in which we live and the consumers we serve.

Looking Ahead

In Fiscal 2021, our team demonstrated remarkable resilience and dedication as we continued to transform our company, making strategic investments to foster growth and strengthen our competitive position in the market. As we look towards 2022, Daniel Heinrich is leaving the Board after nearly 10 years of service. Dan was instrumental in overseeing our Company’s successful implementation of a number of key strategic priorities. On behalf of the entire Board, we thank Dan for his invaluable service and many contributions, and we wish him well.

We are confident that we have the right team in place, and we continue to remain optimistic about Edgewell’s growth prospects for the upcoming fiscal year. We are fully committed to executing on our strategic agenda and to delivering value to our customers and to you, our shareholders.

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

 

  John C. Hunter
Chairman of the Board of Directors
 

  Rod R. Little
President and Chief Executive Officer

 

EDGEWELL PERSONAL CARE COMPANY

6 Research Drive

Shelton, Connecticut 06484

NOTICE OF THE ANNUAL MEETING OF SHAREHOLDERS

The 2022 Annual Meeting of Shareholders of Edgewell Personal Care Company (the “Annual Meeting”) will be held at 8:30 a.m. Eastern Time on Friday, February 4, 2022 at the Hyatt Regency Coconut Point, 5001 Coconut Road, Bonita Springs, Florida.

The purpose of the meeting is:

(1)
to elect 10 directors to serve one-year terms ending at the 2023 Annual Meeting of Shareholders, or until their respective successors are elected and qualified;

(2)
to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal year 2022;

(3)
to cast a non-binding advisory vote on executive compensation; and

(4)
to act upon such other matters as may properly come before the meeting or any adjournment or postponement thereof.

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. 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. This process will reduce our costs to print and distribute our proxy materials.

You may vote if you were a shareholder of record on November 29, 2021. It is important that your shares be represented and voted at the Annual Meeting. Please vote in one of the following ways:

• USE THE FOLLOWING TOLL-FREE TELEPHONE NUMBER: 1-800-690-6903, using the identification number indicated on the notice of availability or proxy card mailed to you;

• VISIT www.proxyvote.com to vote via the Internet, using the identification number indicated on the notice of availability or proxy card mailed to you;

• MARK, SIGN, DATE AND PROMPTLY RETURN the proxy card in the postage-paid envelope if you received or requested a paper copy of the proxy materials; OR

• VOTE BY WRITTEN BALLOT at the Annual Meeting.

This Notice, the Proxy Statement, and our 2021 Annual Report on Form 10-K have also been posted at www.proxyvote.com.

By Order of the Board of Directors,

 

Marisa Iasenza

Chief Legal Officer & Corporate Secretary

December 20, 2021

TABLE OF CONTENTS

	Page
SHAREHOLDER VOTING MATTERS
BOARD OF DIRECTORS	1
Snapshot of Your Board Nominees	1
Key Skills and Experience	2
Director Biographies	3
CORPORATE GOVERNANCE
Standing Committees and Meetings	8
Corporate Governance, Risk Oversight, Sustainability and Director Independence	11
Director Compensation	15
Non-Employee Director Compensation for Fiscal 2021	16
OUR GROWTH, PEOPLE AND VALUES	17
AUDIT COMMITTEE REPORT	23
EXECUTIVE COMPENSATION	24
NEO Snapshot	25
Performance Measures and Highlights	25
Principles of the Edgewell Compensation Program	26
Compensation Policies and Governance Practices	28
Compensation Benchmarking	29
Results of 2021 Advisory Vote to Approve Executive Compensation	29
Summary and Key Elements of Executive Compensation in Fiscal 2021	29
Executive Officer Stock Ownership Requirements	38
Hedging Policy	38
Incentive Compensation Recoupment Policy	39
Deductibility of Certain Executive Compensation	39
Executive Compensation Tables	40
COMPENSATION COMMITTEE REPORT	47
Potential Payments Upon Termination or Change in Control	48
Death, Permanent Disability or Termination of Employment	48
Executive Severance Plan	49
Change in Control of the Company	50
Equity Compensation Plan Information	53
Stock Ownership Information	54
Five Percent Owners of Common Stock	54
Ownership by Directors and Executive Officers	55
PROXY STATEMENT—VOTING PROCEDURES & MEETING FAQs	61
ADDITIONAL INFORMATION	63
Certain Relationships and Related Transactions	63
Other Business	63
Delivery of Documents	63
Shareholder Proposals for 2023 Annual Meeting	64
Appendix A: Reconciliation of Non-GAPP Financial Measures	A-1

GLOSSARY OF TERMS

 

Commonly Used Terms in this Proxy Statement

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
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

2021 PROXY SUMMARY

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 2022 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, 2021. 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.

2022 Annual Meeting

Date:	Friday, February 4, 2022
Place:	Hyatt Regency Coconut Point 5001 Coconut Road Bonita Springs, Florida
Time:	8:30 a.m., Eastern time
Record Date:	November 29, 2021
	For additional information regarding the Annual Meeting, please refer to the section titled “Proxy Statement – Voting Procedures & Meeting FAQs.”

Proposals Board
Recommendation

1	Election of 10 directors to serve until the 2023 Annual Meeting of Shareholders • The director nominees have a diverse set of backgrounds, characteristics and skills relevant to the leadership of the Board and oversight of the Company. • All of our non-employee directors are independent.	FOR ☒
2	Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal year 2022 • Independent firm. • Significant industry, global audit and financial reporting expertise.	FOR ☒
3	Non-binding advisory vote on executive compensation paid to our named executive officers • Strong alignment of executive pay with Company performance. • Oversight of compensation program by fully independent Compensation Committee with assistance of independent compensation consultant.	FOR ☒

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Director Nominees (standing for election for a term expiring in 2023)

Name	Age	Professional Background	Board Committees
Robert W. Black	62	Executive Advisor Partner, Wind Point Partners and Chairman, RTIC	Audit, Finance
George R. Corbin	57	​Chief Operating Officer, Onriva	Compensation, Finance
Carla C. Hendra	65	Chief Executive, Ogilvy Consulting Worldwide and Chief Digital Officer, The Ogilvy Group	Compensation, Corporate Governance
John C. Hunter, III	74	Former Chairman, President and Chief Executive Officer, Solutia, Inc.	Non-Executive Chairman of the Board, Audit
James C. Johnson	69	Former General Counsel, Loop Capital Markets LLC	Compensation, Corporate Governance
Rod R. Little	52	President and Chief Executive Officer, Edgewell Personal Care Company
Joseph D. O’Leary	63	Former President and Chief Operating Officer, Petsmart, Inc.	Audit, Corporate Governance
Rakesh Sachdev	65	Former Chief Executive Officer, Element Solutions, Inc. (fka Platform Specialty Products Corporation) and Sigma Aldrich Corporation	Compensation, Finance
Swan Sit	44	Consultant and Advisor, Swan Sit, LLC	Audit, Corporate Governance
Gary K. Waring	62	Former Assurance Partner, Ernst & Young LLP	Audit, Corporate Governance

 | 2021 Proxy Statement 1

Key Skills and Experience

EXPERIENCE AND SKILLS	BLACK	CORBIN	HENDRA	HUNTER	JOHNSON	LITTLE	O’LEARY	SACHDEV	SIT	WARING
				✔	✔	✔		✔
	✔		✔			✔			✔
	✔					✔	✔
				✔			✔
		✔	✔						✔
	✔	✔		✔	✔			✔		✔
							✔	✔		✔
		✔	✔						✔
					✔					✔

 

Average Tenure = 6 years

2
  | 2021 Proxy Statement

INFORMATION ABOUT NOMINEES FOR DIRECTOR

Please review the following information about the nominees, who are all standing for election at this meeting for a term expiring at the 2023 Annual Meeting.

Director since 2018   Board Committees:   • Audit • Finance	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 Chairman of RTIC Outdoors, LLC, a direct-to-consumer retailer of outdoor gear.
	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	Public Company Boards • LF Capital Acquisition II (since 2021) Past Public Company Boards • 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:   • Finance • Compensation Committee	George R. Corbin   Mr. Corbin brings extensive disruptive innovation, digital commerce, digital strategy, marketing, business transformation, international business 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 Inc. where he served in a non-director capacity on the board’s Digital Subcommittee and also as Chief Digital Officer. Prior to Mars, Inc. he led Marriott International’s $13.5 billion digital business and the company’s global-scale digital transformation. Mr. Corbin is currently the Chief Operating Officer of Onriva, an AI-powered travel marketplace.   Mr. Corbin does not currently serve on any other public company boards.
	Current and Previous Experience • Onriva (since 2021)  • Chief Operating Officer • NextGen Venture Partners (since 2019)  • Venture Partner • Mars Inc. (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

 | 2021 Proxy Statement 3

Director since 2015   Board Committees:   • Compensation • 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 has 40 years of experience in the marketing and communications agency business at large scale, global agencies of the type serving CPG companies such as Edgewell for marketing strategy, digital strategy & execution, brand strategy & development, innovation strategy, and integrated communications design and execution in all marketing channels. Prior to her current role, Ms. Hendra served as Chief Digital Officer of Ogilvy, building a successful design, media, social & technology group for omnichannel marketing. As of 2021, Ms. Hendra is global chief executive officer of Ogilvy, Growth and Innovation, one of five business units of The Ogilvy Group.
	Current and Previous Experience • The Ogilvy Group (since 2011)  • Global Chief Executive Officer, Ogilvy Growth and Innovation (since 2021)  • Global Chairman (through 2017)	Public Company Boards • Caleres, Inc. (formerly Brown Shoe Company, Inc.) (since 2005)  • Nominating & Governance Committee • Velocity (since 2020) Education • BA in Humanities, University of Chicago • Textile Design, Fashion Institute of Technology, New York City

Director since 2005   Non-Executive Chairman since March 2019   Board Committees: • Audit	John C. Hunter, III   Mr. Hunter was elected as our Non-Executive Chairman of the Board upon the retirement of David Hatfield 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 and its former parent company, Monsanto Company, 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., division of Monsanto Company (1999-2004)  • Chairman, 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

4
  | 2021 Proxy Statement

Director since 2013   Board Committees:   • Compensation • Corporate Governance,  Chair	James C. Johnson   Mr. Johnson brings to our Board extensive executive management and leadership experience as the former General Counsel of Loop Capital Markets LLC, a financial services firm, from which he retired in December 2013; and as the former Vice President, Corporate Secretary and Assistant General Counsel of aerospace and defense firms. 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)  • Compensation Committee  • 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.   Mr. Little does not currently serve on any other public company boards.
	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	Education • Bachelor’s degree in Business Management, United States Air Force Academy • MBA in Finance, University of Pittsburgh

 | 2021 Proxy Statement 5

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 Senior Vice President, Merchandising and Supply Chain, as well as marketing, 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:   • Compensation, Chair • Finance	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, and his experience in evaluating financial results and generally overseeing the financial reporting processes of a large public company, provide substantial insights to our Board. In the past, Mr. Sachdev has served as the Chairman of the Federal Reserve Bank of St. Louis.
	Previous Experience • Element Solutions, Inc. (formerly Platform Specialty Products Corporation) (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) • Axalta Coating Systems (since 2020)  • Compensation Committee  • Governance Committee • Regal Rexnord Corporation (formerly Regal Beloit) (since 2007)  • Compensation Committee Education • B.Tech in Mechanical Engineering, Indian Institute of Technology, Delhi • MBA, Indiana University, Bloomington • MS in Mechanical Engineering, University of Illinois at Urbana-Champaign

6
  | 2021 Proxy Statement

Director since 2020   Board Committees:   • Audit • 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. 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.
	Previous Experience • 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

 | 2021 Proxy Statement 7

STANDING COMMITTEES AND MEETINGS

Our Board oversees the management and affairs of our Company, as provided by Missouri law, and conducts its business through its meetings and its four standing committees: Audit Committee, Compensation Committee, Corporate Governance Committee and Finance 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.

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.

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, 2021 in parentheses:

During fiscal 2021, all directors attended 75% or more 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 2021 Annual Meeting of Shareholders attended the meeting.

Audit
Committee
(5)
 
Gary Waring, Chair
Robert Black
John Hunter
Joseph O’Leary
Swan Sit
 

 
Mr. Waring was appointed as the Chair of the Audit Committee in November 2018 and has been determined to be a financial expert, as defined by SEC guidelines.
 
• Key Responsibilities
 • Reviewing the auditing, accounting, financial reporting and internal control
functions
 • Engaging and supervising our independent accountants
 • Resolving differences between management and our independent accountants
 • Establishing procedures for the receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters
 
• The Board has determined that all members of the Audit Committee meet heightened independence and qualification criteria and are financially literate in accordance with the NYSE Corporate Governance Standards and SEC rules. Additionally, Mr. Waring qualifies as an “audit committee financial expert” as defined by the SEC.
 
• Recent Activities and Key Focus Areas
 • Managed the impact of the ongoing COVID-19 pandemic on the Company’s business, financial statement and reporting systems
 • Monitored the Internal Audit team’s ability to maintain adequate audit coverage through the COVID-19 pandemic
 • Oversaw the adoption of new audit tools and techniques
 • Received regular updates on business resiliency and mitigation strategies during the ongoing COVID-19 pandemic
 • Reviewed the Company’s key strategic, enterprise and cybersecurity risks and reviewed management’s evaluation of strategic and operating risks, including risk concentrations, mitigating measures, and the types and levels of risk

8
  | 2021 Proxy Statement

Compensation
Committee
(6)
 
Rakesh Sachdev, Chair
George Corbin
Carla Hendra
James Johnson
 

  Mr. Sachdev was appointed as the Chair of the Compensation Committee in February 2020.
 
• Key Responsibilities
 • Setting the compensation of our executive officers
 • Administering our incentive stock plans and granting equity-based awards
 • Administering and approving performance-based awards under our executive officer bonus plan
 • Establishing performance criteria
 • Monitoring management compensation and benefit programs
 • Reviewing principal employee relations policies
 • Reviewing a risk assessment of our compensation policies and practices
 • Overseeing talent acquisition, development and retention
 
• Our Board has determined that all members of our Compensation Committee are non-employee directors and are independent, as defined in the listing standards of the NYSE. No member of the committee is or has been an officer or employee of our Company or any of our subsidiaries. No member has had any relationships with our Company or any other entity that requires disclosure under the proxy rules and regulations promulgated by the SEC.
 
• Recent Activities and Key Focus Areas
 • Took necessary actions in response to the ongoing COVID-19 pandemic, maintaining flexibility in the design of our compensation plans to accommodate pressures and uncertainties, including suspending merit increases to the NEOs’ annual base salary
 • Monitored, evaluated and determined appropriate 2021 STIP performance goals and results
 • Performed an in-depth review and analysis of the Company’s incentive compensation plans in order to further align interests with those of our shareholders

Governance
Committee
(5)
 
James Johnson, Chair
Carla Hendra
Joseph O’Leary
Swan Sit
Gary Waring
 

  Mr. Johnson was appointed as the Chair of the Governance Committee in February 2020.
 
• Key Responsibilities
 • Recommending to our Board nominees for election as directors, as well as committee memberships and compensation and benefits for directors
 • Administering our stock ownership guidelines for non-executive directors
 • Conducting the annual self-assessment process of our Board and committees
 • Reviewing our Corporate Governance Principles and committee charters
 • Monitoring our Company’s positions and responses to significant public policy issues, including our compliance with applicable laws, and our actions in furtherance of our Company’s corporate social responsibility objectives
 • Overseeing our Company’s policies in several environmental, social and governance areas, including our response to climate change, our ongoing efforts in ethical and responsible sourcing and the embedding of human rights policies in our supply chain and global operations
 
• Our Board has determined that all members of our Corporate Governance Committee are non-employee directors, and are independent, as defined in the listing standards of the NYSE
 
• Recent Activities and Key Focus Areas
 • Reviewed the Company’s new Purpose, Values and Behaviors, with a broader focus on corporate purpose and culture and how those attributes align with the Company’s corporate strategy

 | 2021 Proxy Statement 9

Finance
Committee
(3)
 
Daniel Heinrich, Chair
Robert Black
George Corbin
Rakesh Sachdev
 
Mr. Heinrich was appointed as the Chair of the Finance Committee in February 2021.
 
• Key Responsibilities
 • Reviewing our financial condition, objectives and strategies, including our capital allocation strategy, and acquisitions and other major transactions
 • Making recommendations to our Board concerning financing requirements, our stock repurchase program and dividend policy, foreign currency management and pension fund performance
 
• All members of our Finance Committee are non-employee directors
 
• Recent Activities and Key Focus Areas
 • Monitored and managed the financial impact of the ongoing COVID-19 pandemic on the Company’s liquidity
 • Monitored management’s efforts in connection with Project Fuel
 • Oversaw the Company’s issuance of $500 million aggregate principal amount of unsecured, unsubordinated notes

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  | 2021 Proxy Statement

CORPORATE GOVERNANCE, RISK OVERSIGHT, SUSTAINABILITY

AND DIRECTOR INDEPENDENCE

 

 | 2021 Proxy Statement 11

Risk Oversight and Risk Management

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. Our Board’s role in risk oversight is consistent with our Company’s leadership structure, with management having day-to-day responsibility for assessing and managing our Company’s risk exposure and our Board and its committees providing oversight in connection with those efforts, with particular focus on the most significant risks facing our Company.

 

Performs a central oversight role with respect to financial, compliance and cybersecurity risks and meets with our independent auditors outside the presence of senior management. Responsible for overall risk management plans, oversight of financial and risk management strategy. It also regularly receives reports regarding our internal controls and compliance risks viewed as most significant, along with management’s processes for seeking to maintain compliance within an internal controls environment. Responsible for conducting appropriate reviews of compensation practices as they relate to risk management. Responsible for oversight of risks related to our liquidity and capital allocation. Periodically reviews our Company’s significant financial exposures, and major insurance policies. Responsible for identifying persons qualified to serve as members of the Board and reporting to the Board on prospective candidates, as well as recommending Board Committee assignments. It also routinely monitors corporate governance developments and trends and oversees our Company’s positions and responses to significant public policy issues and ESG-related risks.

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Business Practices and Standards of Conduct

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.

Director Independence

Our Corporate Governance Principles, adopted by our Board, provide that a majority of our Board, and the entire membership of the Audit, 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. In addition, our Corporate Governance Principles provide that there may not be at any time more than two employee directors serving on our Board.

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 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 2021 questionnaire and the results of its review, our Board has affirmatively determined that all directors, other than Rod Little, are independent from management.

Director Nominations

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. Those requirements include integrity, independence, diligence, diversity, energy, forthrightness, analytical skills and a willingness to challenge and stimulate management, and the ability to work as part of a team in an environment of trust. The principles also indicate our Board’s belief that each director should have a basic understanding of (i) our principal operational and financial objectives, plans and strategies, (ii) our results of operations and financial condition, and (iii) the relative standing of our Company and our business segments in relation to our competitors. In addition to those standards, the committee seeks directors who will effectively represent the interests of our shareholders, and who bring to our Board a breadth of experience from a variety of industries, geographies and professional disciplines. Although our Company does not have a formal policy with respect to diversity matters, our Board also considers factors such as diversity on the basis of race, color, national origin, gender, religion, disability and sexual orientation. The committee reviews its effectiveness in balancing these considerations when assessing our Board’s composition. The 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.

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.

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

 | 2021 Proxy Statement 13

has engaged the services of a recruitment firm to assist with conducting a search. The committee, however, will consider and evaluate any shareholder-recommended candidates by applying the same criteria used to evaluate candidates recommended by directors or management, or candidates identified by a recruitment firm. Shareholders who wish to suggest an individual for consideration for election to our Board of Directors may submit a written nomination to our Corporate Secretary, Edgewell Personal Care Company, 6 Research Drive, Shelton, Connecticut 06484, along with the shareholder’s name, address and number of shares of common stock beneficially owned; the name of the individual being nominated and number of shares of common stock beneficially owned by the nominee; the candidate’s biographical information, including age, business and residential addresses, and principal occupation for the previous five years, and the nominee’s consent to being named as a nominee and to serving on our Board. A description of factors qualifying or recommending the nominee for service on our Board would also be helpful to the Corporate Governance Committee in its consideration. To assist in the evaluation of shareholder-recommended candidates, the committee may request that the shareholder provide certain additional information required to be disclosed in our proxy statement under Regulation 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). If the committee determines a candidate, however proposed, is suitable for Board membership, it will make a recommendation to our Board for its consideration.

Under our bylaws, shareholders may also nominate candidates for election at an annual meeting of shareholders. See “Shareholder Proposals for the 2023 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.

Non-Employee Director Stock Ownership Guidelines

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 chairman and committee chair. New directors are given a period of five years to satisfy these requirements. While a director has not yet attained the applicable requirement, including, without limitation, if a director 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, including shares acquired through the exercise of stock options (except for shares withheld to pay any applicable tax liability or the exercise price of the stock options, or in extraordinary circumstances). Such holding requirement does not apply until each director’s deadline for attaining the level of ownership.

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 options, 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.

Communicating Concerns to our Board

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 chairman of our Audit Committee, in care of our Corporate Secretary at our headquarters address, 6 Research Drive, Shelton, Connecticut 06484. If the concern relates to our governance practices, business ethics or corporate conduct, the concern may be submitted in writing to the chairman of our Corporate Governance Committee, in care of our Corporate Secretary at our headquarters 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 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, our external service provider, toll-free at 855-405-6557, or by leaving a message at our confidential web address: www.edgewell.ethicspoint.com.

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  | 2021 Proxy Statement

DIRECTOR COMPENSATION

We provided several elements of compensation to our directors for service on our Board during fiscal 2021. 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”).

Elements of Non-Employee Director Compensation for Fiscal 2021
Compensation Elements	Compensation Amounts
Annual Retainer (1)	$100,000
Chairman of the Board Annual Retainer	$115,000
Committee Chair Annual Retainer
Audit Committee	$20,000
Compensation Committee	$20,000
Corporate Governance Committee	$20,000
Finance Committee	$20,000
Annual Restricted Stock Equivalent Award (2)	$125,000
New Director Restricted Stock Equivalent Award (3)	$100,000

(1)
All non-employee directors receive an annual retainer for serving on our Board and its committees. Mr. Little receives no compensation for his service on our Board other than his compensation as the President and Chief Executive Officer of our Company.

(2)
All non-employee directors received an annual restricted stock equivalent award under our 2018 Amended & Restated Stock Incentive Plan (“A&R 2018 Plan”) immediately following the annual meeting of shareholders. This award vests one day prior to the following year’s annual meeting. Directors have the option to defer the delivery of shares upon vesting of this award. For calendar year 2022, following discussion and consultation with Meridian, our Company increased the equity component of our directors’ compensation by $20,000. This was done to ensure our director compensation packages are competitive and in line with market trends and to enable our Company to attract and retain highly qualified directors by offering a compensation program consistent with those at companies of similar size, scope, and complexity.

(3)
New non-employee directors that may be appointed or elected to our Board receive an initial restricted stock equivalent award. This award vests three years from the date of grant.

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.

 | 2021 Proxy Statement 15

NON-EMPLOYEE DIRECTOR COMPENSATION FOR FISCAL 2021

Name	Fees Earned or Paid in Cash (1)	Stock Awards (2)	All Other Compensation (3)	Total
Robert W. Black	$100,000	$125,000	$0	$225,000
George R. Corbin	$100,000	$125,000	$0	$225,000
Daniel J. Heinrich	$113,333	$125,000	$0	$238,333
Carla C. Hendra	$100,000	$125,000	$0	$225,000
R. David Hoover (4)	$30,000	$0	$3,009,144	$3,039,144
John C. Hunter, III	$215,000	$125,000	$0	$340,000
James C. Johnson	$120,000	$125,000	$0	$245,000
Joseph D. O’Leary	$100,000	$125,000	$0	$225,000
Rakesh Sachdev	$120,000	$125,000	$0	$245,000
Swan Sit	$100,000	$125,000	$0	$225,000
Gary K. Waring	$120,000	$125,000	$0	$245,000

(1)
This column reflects retainers earned during fiscal 2021.

(2)
This column reflects the aggregate grant date fair value, in accordance with FASB, ASC Section 718, of the RSE awards granted on February 4, 2021 under our A&R 2018 Plan as described in the narrative above. Refer to “Note 13. Share-Based Payments” of the Notes to Consolidated Financial Statements of our Annual Report on Form 10-K for the fiscal year ended September 30, 2021 for further discussion. The number of unvested RSEs held by our directors as of September 30, 2021, was as follows: Messrs. Black, Corbin, Heinrich, Hunter, Johnson, O’Leary, Sachdev and Waring and Ms. Hendra, 3,799 each; and Ms. Sit, 7,091. The number of vested RSEs deferred until retirement from our Board held by our directors as of September 30, 2021, was as follows: Mr. Black, 3,944; Mr. Heinrich, 17,250; Ms. Hendra, 6,731; Mr. Hunter, 12,217; Mr. Johnson, 15,733; Mr. O’Leary, 3,156; Mr. Sachdev, 13,831; and Mr. Waring, 9,940.

(3)
The following items are not included within the above disclosure of director compensation:

(i)
The directors are covered under the terms of our general directors’ and officers’ liability insurance policies, the premiums for which are a general expense of our Company. We do not obtain a specific policy for each director or for the directors as a group.

(ii)
We provide transportation and lodging for out-of-town directors attending Board and committee meetings.

(iii)
The non-employee directors may be provided from time to time with samples of our products with an incremental cost of less than $50.

(4)
Mr. Hoover received pro-rata payments in fiscal 2021 to the date of his retirement on February 3, 2021. All Other Compensation includes: $2,472,318 in the Deferred Compensation Plan; $467,700 for 10,000 previously deferred shares; $59,126 of accrued dividend equivalents from deferred shares; and $10,000 as pro-rata retainer fee for Q2.

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  | 2021 Proxy Statement

A Clear Plan for Sustainable Growth

A year ago, amid the ongoing COVID-19 pandemic and with much uncertainty around the globe, we pressed forward with an aggressive set of objectives and launched our new growth strategy that fundamentally reshapes our portfolio and which we believe will provide a clear path for sustainable, profitable growth.

 

Fiscal 2021 saw us focused on meaningful investments in our brands and products, new innovation, product launches and increased digital engagement. We are tracking well against all of those objectives — exceeding our financial guidance for the year, while executing on the strategic initiatives that are vital to driving sustainable long-term growth for our Company. Despite a first half of the year marked by ongoing COVID-19 related challenges and a second half of the year impacted by macroeconomic conditions, our full year performance is clear evidence of the progress we have made:

	Net Sales	Income	EPS
GAAP	$2,087.3 M	$238.8 M	$2.12
vs. 2020	↑ 7.1%	↑ 36%	↑ 71%
	EBIDTA	Adj. EBIDTA	Adj. EPS
Non-GAAP	$300.9 M	$366.6 M	$3.02
vs. 2020	↑ 27.1%	↑ 7.3%	↑ 10.6%

Note: EBITDA, Adjusted EBITDA and Adjusted EPS are non-GAAP financial measures. Appendix A includes a reconciliation of these non-GAAP financial measures to their most directly comparable measures reported under generally accepted accounting principles in the United States.

FY 2021 saw the continued transformation of Edgewell…

• Best year-over-year performance since 2015 separation from Energizer.

• We laid the foundation for growth with the launch of our purpose, values, and behaviors – launching, reinforcing, embedding, and now living them every day.

• We acquired a new brand, Cremo, to round out our grooming portfolio, continuing to successfully utilize M&A to fill category needs, complement category strengths and bolster capabilities. We also hired a new President of our largest market, North America, launched a new strategy to lead us into the future and, importantly, returned to growth.

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• The progress we’ve made in fiscal 2021 has positioned us to deliver an outlook for fiscal 2022 that calls for another year of top-line growth, while maintaining an investment stance for the business.

FY 2021 Performance Highlights

	$35m returned to shareholders through dividends and share repurchases
	Wet Shave net sales increased to $1,215.9 million, or 4.6%, with segment profit increasing to $221 million, or 7.2%
	Launched the revolutionary Hydro Skin Comfort™ Stubble Eraser™ Razor
	Debuted Xtreme 3 Beauty ECO-GREEN, our first sustainable disposable razor for women, with a handle made with 95% recyclable material and packaging made from over 90% recycled paper
	We continue to make substantive progress towards the ambitious 2030 sustainability goals we set out in our 2020 Sustainability Report, titled Never. Stop. Caring., published in June 2021
	With personal hygiene now a top consumer priority, we invested heavily in new product development and innovation, debuting our Wet Ones® Hand Sanitizer made with pharmaceutical grade ethyl alcohol to meet CDC recommendations
	Launched seven new or re-platformed eCommerce sites during the year leading to a 25% increase in eCommerce sales for FY21, on top of 82% growth a year ago, to now represent 9% of total global net sales
	Sun and Skin Care net sales increased to $585.3 million, or 26.7%, with segment profit increasing to $98.7 million, or 42.8%, reinforcing our sun category leadership position in the United States
	Debuted a new vegan, 100% mineral active without chemical filters or parabens sunscreen, Hawaiian Tropic® Tinted Face Mineral Skin Nourishing Milk
	In FY21, Banana Boat launched Banana Boat® Mineral Foam for children, made with 100% mineral active ingredients
	Launched an innovative OTC ProSeries Acne Remedy Collection to treat and prevent acne breakouts
	Organic net sales in our Men’s grooming business, driven by Jack Black and Cremo, increased by nearly 15% for the year
	In fiscal 2021, Bulldog debuted a new glass razor crafted using at least 70% recycled glass from durable beer bottles and fully recyclable, continuing Bulldog’s tradition of sustainably creative design
	Our feminine care business posted two consecutive quarters of growth to close out the fiscal year and we have stabilized our share position as the solid number 2 player in the category

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Our Purpose and Values

Make useful things joyful – this is our purpose, our north star that guides all we do. We infuse joy into our daily interactions, and we create products that are functional and joyful for our consumers.

 
 
 
 

Our values are foundational to our purpose and govern our collaborations with our colleagues, our partnerships with our customers, and our connection to our consumers. As we innovate for the future, these values are the beacon that keep us on course, defining our expectations—of our products, our company, and ourselves.

Through our “People First” value, we focus on building relationships and investing in our people and our communities. “Move Forward” means we are constantly trying, creating, and learning, and always striving to make timely decisions with intention and information. We “Listen Up and Speak Up” because we know that when good ideas are allowed to thrive, so will our business. Finally, we “Own It, Together” using the inherent power of our strong and diverse teams to bring new ideas to life.

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Never. Stop. Caring.

Understanding the issues that matter to our stakeholders is central to our approach to sustainability. Since we began our sustainability journey, we’ve identified the areas where Edgewell could have the greatest impact – and those that might most meaningfully impact our business, including Diversity, Equity and Inclusion; employment, talent and employee well-being; energy use and emissions; ingredient stewardship; product and packaging materials; ethical and responsible sourcing; waste management; and water use. Keeping these key issues front of mind ensures that we can take effective action and report on the issues that matter most, both for our business and our stakeholders. In the following few pages, we present our Sustainable Care 2030 goals and our progress against our targets.

Sustainability

 

At Edgewell, sustainability means constantly challenging and evolving to have a meaningful impact on society and our environment. Since we began our company journey in 2015, Edgewell has made steady progress towards becoming a more sustainable company. As we continue to transform our business, sustainability will become an ever more important driver of our performance, providing the lens through which we conduct and grow our business in a responsible way, and applying this vision across our business to continuously improve, from the way that we all work together to the way that we design, develop and distribute our products. We are proud of how far we have come, and we are determined to accelerate our pace in the decade ahead.

The work we do to advance our sustainability priorities is divided across three pillars: Our Brands, our Operations and Supply Chain, and our People and Communities.

Across our brand portfolio, we work hard to create products that our customers and consumers love, trust and enjoy using. At the same time, we are committed to building brands that care for people and our planet: forging an exciting new path toward a circular economy through innovation, product and package design, and reducing plastic waste, as well as making a

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positive difference in the lives of others by supporting programs that promote equality, well-being and social advancement, and ways we can better the communities around us by giving back. It’s how we’re playing our part to build a world in which caring for ourselves, for each other and for our planet go hand in hand.

Additionally, we believe we have a responsibility to do what’s right for the planet and to actively seek ways to reduce our environmental footprint across our global operations, including conserving energy and water, reducing waste and moving to 100% renewable electricity use by 2030. We strive to embed sustainability in our day-to-day decision-making and are working to ensure our suppliers uphold our social and environmental standards.

Finally, we are committed first and foremost to people: to our teammates, to the consumers who choose our products, to the suppliers and retailers who partner with us and to the communities in which we operate. We prioritize progressive and empathetic employment policies, care about the health and safety of our teams, celebrate and value individuality and inclusivity, invest in learning and development and – most importantly – enjoy moving our business forward as a united team each and every day. During 2020, we formalized our Diversity, Equity and Inclusion (DEI) program, which brings to life our vision to more actively address inequities, promote a more diverse and inclusive workforce and support a fairer and more just world.

In June, we issued our 2020 Sustainability Report, which reflected strong progress to date in 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:

Our Brands

• Accelerated our efforts on product sustainability with a focus on shave and suncare, and made meaningful advancements in sustainable packaging across our brand portfolio;

• Expanded our ingredients transparency to publicly share our Fragrance Safety Principles and Product Safety Principles; and

• Launched a U.S. razor recycling initiative to help consumers with recycling disposable razors and addressing gaps in curbside recycling programs.

Our Operations and Supply Chain

• Conducted our first global greenhouse gas inventory aligned with the Greenhouse Gas Protocol corporate standards and submitted our first carbon impact report to CDP Global, an international non-organization which helps investors, companies, cities, states and regions manage their environmental impacts; and

• Enhanced our ethical and responsible sourcing program and expanded our supplier sustainability engagement efforts.

Sustainability is embedded in the core of our business model, and our sustainability strategy supports our Company’s business strategy, enabling us to connect and build trust with all our stakeholders, including our customers, consumers, teammates and shareholders. In 2020, we launched a new corporate strategic direction for the company and sustainability is purposefully placed as a key enabler of our future growth and success. We’ve made significant progress on driving sustainable value throughout the organization thanks to the passion of our teams and their determination to achieve the ambitious goals we’ve outlined in our Sustainable Care 2030 strategy. In recognition of our continuous performance improvement and increased transparency across several key sustainability areas, Edgewell was once again named to “America’s Most Responsible Companies” list for 2022 by Newsweek. This year Edgewell ranks #142 out of over 2,500 public companies evaluated, representing a significant improvement from our #277 overall ranking last year.

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Diversity, Equity & Inclusion

Our values are foundational to our purpose and govern our collaborations with our teammates, our partnerships with our customers, and our connection to our consumers. As we innovate for the future, these values are the beacon that keep us on course, defining our expectations—of our products, our company, and ourselves. Through our “People First” value, we focus on building relationships and investing in our people and our communities. Like our Sustainable Care 2030 Strategy, our DEI strategy consists of several pillars, all aiming to promote an open and inclusive culture and environment and to use our business and our brands as a force for good so that we have a positive impact on our consumers, our business partners and our communities.

Diversity, Equity & Inclusion (DEI) Strategy

Purpose, Values & Behaviors
DEI is incorporated into the fabric of the company
 
Adapting
Ever-changing to keep pace with external developments
 
Leadership & Guidance
Observe, listen, develop, advocate, and lead by example
  Global Framework
Establish common global framework and practices
 
Regional Approach
Flexibility for regional, country and local approaches and nuances
 
Interconnected with the Marketplace
Supporting consumers, business partners and local communities through our business and brands

During fiscal 2021, we advanced our focus on DEI through many specific actions including:

• Our CEO joined the CEO Action for Diversity & Inclusion™, pledging Edgewell to take additional actions to continue cultivating a workplace where diverse perspectives and experiences are welcomed and respected and where employees feel encouraged to discuss DEI;

• We joined the Board Diversity Action Alliance, an organization taking action to increase the representation of racially and ethnically diverse directors on corporate boards;

• We appointed a Director of DEI who is leading and advancing our global DEI strategy aimed at building an inclusive culture;

• We launched Teammate Resource Groups focused on increasing representation of and building an inclusive culture for women and multicultural employees; and

• Over 90% of our employees that are Directors and above attended training in mitigating bias in hiring and performance evaluations.

We are pleased to have made significant progress on our continuing journey of transformation, investing more than ever in attracting and retaining a diverse range of people, balancing gender and committing to ensuring that our company reflects the diversity of the world in which we live.

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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. In fulfilling its oversight responsibilities, the committee discusses PWC’s overall scope and execution of the annual audit, as well as other matters required to be discussed by PCAOB auditing standards. 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 2022, subject to shareholder ratification. PWC has served as the Company’s independent registered public accounting firm since 1999, and fiscal year 2022 is the second 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 the potential impact of changing independent auditors.
With respect to the Company’s audited financial statements for the Company’s fiscal year ended September 30, 2021, management of the Company has represented to the committee that the financial statements were prepared in accordance with generally accepted accounting principles. The committee has met with management, the internal auditors and PWC, with and without management present, to discuss the results of their examination, the evaluations of the Company’s internal controls and the overall quality of the Company’s financial reporting. 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.
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, 2021 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, Chairperson Robert W. Black John C. Hunter, III Joseph D. O’Leary Swan Sit
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.

 | 2021 Proxy Statement 23

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS

CD&A TABLE OF CONTENTS

EXECUTIVE COMPENSATION	24
NEO Snapshot	25
Performance Measures and Highlights	25
Principles of the Edgewell Compensation Program	26
Compensation Policies and Governance Practices	28
Compensation Benchmarking	29
Results of 2021 Advisory Vote to Approve Executive Compensation	29
Summary of Key Elements of Executive Compensation in Fiscal 2021	29
Performance Measures Driving 2021 Compensation	29
Elements of Compensation	30
Short-Term Incentive Program – Annual Cash Bonus	31
Historical Pay-for-Performance Table	33
Long-Term Incentive Program – Equity Awards	33
Executive Officer Stock Ownership Requirements	38
Hedging Policy	38
Incentive Compensation Recoupment Policy	39
Deductibility of Certain Executive Compensation	39
Executive Compensation Tables	40
Summary Compensation Table	40
Grants of Plan-Based Awards	42
Outstanding Equity Awards at Fiscal Year End	43
Option Exercises and Stock Vested	45
Non-Qualified Deferred Compensation	46
Compensation Committee Report	47
Potential Payments Upon Termination or Change in Control	48
Death, Permanent Disability or Termination of Employment	48
Executive Severance Plan	49
Change in Control of the Company	50
Chief Executive Officer Pay Ratio Disclosure	52
Equity Compensation Plan Information	53

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Composition of our NEOs in Fiscal 2021

The following narratives and tables discuss the compensation paid in fiscal 2021 to our CEO, CFO, and our other three most highly compensated executive officers serving at the end of fiscal 2021, whom we refer to collectively as our “named executive officers.” This year’s NEOs are shown below:

NEO	Role
Rod R. Little	President and Chief Executive Officer since March 2019
Daniel J. Sullivan	Chief Financial Officer since April 2019
Eric F. O’Toole	President, North America since May 2020
Marisa B. Iasenza (1)	Chief Legal Officer and Corporate Secretary since June 2018
Anne-Sophie Gaget (2)	Chief Growth & Innovation Officer since June 2020

(1)
Ms. Iasenza will be leaving the Company on December 31, 2021 to pursue other opportunities.

(2)
Ms. Gaget left the Company on October 1, 2021 to pursue other opportunities.

Fiscal Year 2021 Highlights:

Returning Capital

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. Fiscal 2021 saw the initiation of a quarterly dividend payout, evidence of our determination to put our healthy excess cash to work. In total, we paid $26 million in dividends to our shareholders in 2021.

In addition, with our strong liquidity and credit position and outlook for continued healthy free cash flow generation, we have implemented a more systemic approach to share repurchases to complement the dividend, announcing in November that we plan to repurchase approximately $300 million in shares over the next three fiscal years.

Raising Capital

Based on the underlying strength of our business and despite the challenges presented by the ongoing pandemic, we were able to further solidify our capital structure. In March, we were able to announce a private offering of $500 million aggregate principal amount of unsecured, unsubordinated notes. Following the successful offering, we used the proceeds from this offering of notes, together with cash on hand, to redeem approximately $500 million of the Company’s existing 4.700% senior notes due 2022. The 2029 notes, as well as our credit facility and our 5.50% senior notes due 2028, provide Edgewell with significant resources to continue to invest appropriately in the long-term, sustainable growth of our business. We ended our fiscal fourth quarter with $479.2 million in cash on hand, access to an undrawn $425 million credit facility and a net debt leverage ratio of 2.1 times.

Project Fuel

Project Fuel was an enterprise-wide transformational initiative that was launched in the second fiscal quarter of 2018, to address all aspects of our business and cost structure, simplifying and transforming the organization, structure and key processes. Project Fuel has facilitated further re-investment in our growth strategy while enabling us to achieve our desired future state operations. Fiscal 2021 Project Fuel related gross savings were approximately $68 million, bringing final cumulative gross savings for the program to approximately $280 million. The savings generated during the project have been used to fuel investments and brand building in strategic growth initiatives, mitigate operational cost headwinds from inflation and other rising input costs and improve our overall profitability and cash flow.

Redesigning our Operating Model

We have real momentum in our business following a strong fiscal year 2021, a year that was our best year-over-year performance since our 2015 separation from Energizer. To build on our current momentum and accelerate our performance as a total company, we are embarking on a redesign of our enterprise operating model, confident these changes will result in faster execution, an enhancement of our ability to innovate to meet the demands of our customers and consumers, and allow

 | 2021 Proxy Statement 25

us to increase brand, product, and market investment levels. Our goal is to compete against large, small, and new players both in the U.S., our largest and most critical market, and internationally. For us to compete at the next level in this new environment, we are taking several steps to accomplish the following goals:

• We will be powered by our regions, with an entrepreneurial bias towards “local and fast” and increased accountability and decision rights at the market/customer level.

• We will integrate all brands and declare and support our priority markets.

• To innovate with more agility, and to leverage our strong central R&D team, regions will drive our innovation agenda, supported by a global Innovation and Insights team.

• We will continue to be consumer-centric, with more precise strategic marketing and all functions collaborating to drive business plans and execution against consumer-based opportunity.

We are confident that the underlying strength of our Company and the steps we are taking to redesign our operational model will result in an Edgewell that is more purposeful, more in control of outcomes, closer to the consumer, faster and more agile, and a better partner to retailers.

How Pay Was Tied to our Company’s Performance in Fiscal Year 2021

Our fiscal year 2021 results and compensation decisions continue to illustrate application of our pay-for-performance philosophy, with pay being driven by performance in the following ways:

• Fiscal Year 2021 Base Salary. In November 2020, in response to the ongoing pandemic, the Compensation Committee decided not to increase base salaries for the existing executive officers for fiscal 2021.

• Fiscal Year 2021 Annual Incentive Payout. For the fiscal 2021 Executive Officer Bonus Program, the combined weighted payout for the NEOs was 110% of the target amount.

• Fiscal Year 2021 Long-Term Incentive Payout. The performance metrics for our fiscal year 2019 Long-Term Incentive award were adjusted EPS for the 2020 fiscal year (weighted 60%) and adjusted cumulative free cash flow as a percentage of adjusted cumulative net sales (weighted 40%). The total payout for these PRSEs was 80% of target. Certain named executive officers also had a Project Fuel Savings metric (100%). The total payout for these PRSEs was 171.4%.

See Appendix A for reconciliation and other information about these non-GAAP financial measures.

Principles of the Edgewell Compensation Program

We believe that 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. Periodically, 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:

• A “pay-for-performance” culture, which drives achievement of our short- and long-term goals and, ultimately, shareholder value.;

• We incentivize sustained company performance as measured by operating results and total shareholder return;

• Alignment of our executive officer’s interests with those of our shareholders by linking a significant portion of total compensation to the achievement of Company-wide performance criteria during one- and three-year performance periods; and

• We discourage behavior that could lead to unnecessary or excessive risk-taking by providing a balance of fixed and at-risk pay, with short-term and long-term performance horizons.

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We believe that 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.

1 Pay-for-Performance

The primary goal of our compensation program is to instill a “pay-for-performance” culture throughout our organization, with a significant portion of targeted compensation for our NEOs dependent upon achievement of performance goals and forfeited if goals are not achieved. Our compensation program is designed to motivate these leaders through incentive awards that are tied to key strategic objectives and operating results and execution of significant initiatives. We believe this compensation structure offers high potential rewards for superior performance, and significantly lower compensation for results below target.

 

2 Competitive Total Compensation Packages

We strive to attract and retain strong executive leaders which we view as critical to the ongoing success of our operations. We target total compensation packages within a range of the 50th percentile of our compensation peer group in order to retain key executives and remain competitive in attracting new employees.

Our executive compensation program also includes features to address other compensation-related issues such as retirement concerns, which we believe have played an important role in our executive compensation structure.

3 Alignment with Shareholder Interests

In order to align the compensation received by our executives with the returns received by our shareholders, a substantial portion of the NEOs’ total compensation has historically been in the form of performance-based and time-vesting restricted stock equivalents and stock options. Our incentive compensation program focuses on a combination of short- and long-term metrics which motivate the achievement of our Company’s performance targets. We further align the interests of our executive officers and shareholders through our use of stock ownership guidelines and prohibitions on the hedging or pledging as collateral of Edgewell common stock.

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Compensation Policies and Governance Practices

As part of its responsibilities, the Compensation Committee of our Board (the “Compensation Committee” or “committee”) annually reviews 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 likely to have a material adverse effect on our Company. In particular, there are several design features of those programs that the committee believes reduces the likelihood of excessive risk-taking:

WHAT WE DO
✔	Deliver executive compensation primarily through performance-based at-risk pay, with a balance of annual and longer-term incentives
✔	Maintain a peer group for benchmarking pay
✔	Place a cap on payout levels for bonuses and performance awards
✔	Tie performance metrics for the executive compensation program to key, auditable measures
✔	Set performance goals at levels that are sufficiently high to encourage strong performance, but within reasonably attainable parameters intended to discourage pursuit of excessively risky business strategies
✔	When appropriate, exercise negative discretion to reduce incentive payments in certain circumstances when determining performance-based compensation
✔	Maintain a recoupment (clawback) policy for short- and long-term incentive programs, as well as an anti-hedging/pledging policy
✔	Require share ownership and retention guidelines for executive officers
✔	Use “double-trigger” change in control arrangements under our A&R 2018 Plan and our Change in Control Plan
✔	Use an independent consultant to advise on compensation levels, trends and practices and assist the board in assessing the level of risk created by or embedded in our various compensation and benefit plans

WHAT WE DON’T DO
✘	Guarantee annual salary increases or bonuses
✘	Allow directors or executives to engage in hedging or pledging of securities
✘	Reward executives for excessive, inappropriate, or unnecessary risk-taking
✘	Allow tax gross-ups
✘	Allow repricing of stock options
✘	Allow excessive perquisites

EDGEWELL MANAGEMENT	→	COMMITTEE CONSULTANT	→	COMPENSATION COMMITTEE
» Makes recommendations regarding compensation structure and design » Provides input on individual performance and results against key business goals » Provides additional information as requested by the committee		» Advises the Committee on competitive benchmarking on pay levels, practices, and compensation and governance trends » Assists with peer group selection and analysis » Reviews and advises on recommendations, plan design, and measures		» Approves plan design, metrics and goals » Approves overall incentive compensation funding levels » Reviews and approves individual targets and actual compensation for the most senior executives

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Compensation Benchmarking

Meridian, with direction from the Compensation Committee, developed a custom peer group of companies against which the committee benchmarks our compensation program. Following a thorough review, the Compensation Committee determined that a new peer group would be selected for fiscal 2021. Peer companies were 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. 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 approved by the Compensation Committee for fiscal 2021 is comprised of the following companies:

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

Results of 2021 Advisory Vote to Approve Executive Compensation

Over the long term, shareholders have expressed strong support for our executive compensation program design and its demonstrated linkage of pay-for-performance. Our 2021 Say-on-Pay proposal received support from approximately 92% of shareholder votes cast, a 14% increase from 2020, 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 Compensation Committee recognizes that enhancing the compensation program is critical for ensuring the continued alignment of management and our shareholders’ interests.

Summary of Key Elements of Executive Compensation in Fiscal 2021

Principal Components of Named Executive Officer Compensation

Performance Measures Driving 2021 Compensation

Short-Term Incentive Plan

Adjusted EBITDA	Adjusted Net Sales	Working Capital as a Percent of Net Sales
$367.0M	$2,087.0M	13.6%
Target of $369.0M	Target of $2,131.0M	Target of 15.3%

Long-Term Incentive Plan

Adjusted EPS	Adjusted Cumulative FCF as a Percent of Net Sales	Project Fuel Savings
$3.02/Share	11.5%	$280M
Target of $3.95	Target of 8.5%	Target of $250M

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Elements of Compensation

The key elements of our fiscal 2021 executive compensation program as well as the purpose of each item are shown in the following table:

 

Base Salary. We benchmark base salary against our peer group annually as a guide to setting compensation for key positions, including the named executive officers, in the context of prevailing market practices.

At the beginning of each fiscal year, the committee 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 our Board, based upon the recommendation of the Compensation Committee, taking into account the recommendation of the committee’s compensation consultant. In connection with those reviews, Meridian, without input from management, provides the committee with a market competitive range of possible salary and long-term incentive award levels. The committee 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 Compensation Committee evaluated the annual base salaries of the individuals then serving as executive officers at its November 2020 meeting. In response to ongoing uncertainties and pressures caused by the COVID-19 pandemic, there were no increases for any of our NEOs from the prior year.

Name	2020 ($)	Increase ($)	Effective November 1, 2020 ($)
Mr. Little	$1,000,000	$0	$1,000,000
Mr. Sullivan	$710,000	$0	$710,000
Mr. O’Toole	$500,000	$0	$500,000
Ms. Iasenza	$450,000	$0	$450,000
Ms. Gaget	$315,000	$0	$315,000

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Short-Term Incentive Program—Annual Cash Bonus

Executive Officer Bonus Program

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 Compensation Committee. The annual bonus program for fiscal 2021 for those serving as executive officers at the start of fiscal 2022 (the “Executive Officer Bonus Program”) was designed to measure Company-wide performance against three metrics:

• Adjusted EBITDA (40% of the bonus target);

• Adjusted Net Sales (40% of the bonus target); and

• Adjusted Working Capital as a Percent of Net Sales (20% of the bonus target),

The metrics and targets for the Executive Officer Bonus Program were chosen based on fulfilling our Company’s business plan for fiscal 2021 and to ensure alignment with shareholder interests. We chose Adjusted EBITDA to emphasize profit growth, the Adjusted Net Sales metric to emphasize top line growth, and Adjusted Working Capital as a Percent of Net Sales metric to emphasize improvement in balance sheet management.

The performance goals for each metric were set by the Compensation Committee at the beginning of the fiscal year. The committee 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 committee’s November 2020 meeting:

Name	Bonus Target as a Percentage of Base Salary
Mr. Little	115%
Mr. Sullivan	70%
Mr. O’Toole	60%
Ms. Iasenza	60%
Ms. Gaget	50%

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 Compensation Committee. The Compensation Committee has the discretionary authority to reduce bonuses otherwise earned under the program. The Compensation Committee did not exercise its discretionary authority with respect to the fiscal 2021 bonus. No amount of bonus payout to our executive officers is tied to individual performance objectives.

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For the Executive Officer Bonus Program for fiscal 2021, the combined weighted payout for these named executive officers was 110% of the target amount, based on outcomes under the following three performance metrics:

	​% of Bonus	Performance Range				Award Percentage Payout
		Threshold (25% Payout)	Target (100% Payout)	Stretch (200% Payout)	FY21 Actual Performance Achievement
Adjusted EBITDA	40%	$314 million (85% of target performance)	$369 million	$406 million (110% of target performance)	$367 million (99% of target performance)	95%
Adjusted Net Sales	40%	$1,811 million (85% of target performance)	$2,131 million	$2,344 million (110% of target performance)	$2,087 million (97% of target performance)	80%
Adjusted Working Capital as a Percent of Net Sales	20%	17.6% (115% of target performance)	15.3%	13.8% (90% of target performance)	13.6% (89% of target performance)	200%
TOTAL	100%					110% of Target

Bonus payouts increase proportionately for final results between the goals indicated with maximum bonus at stretch. No bonuses are paid for results below the threshold goal. The maximum bonus payout is capped at 200% for Company performance at, or above, the stretch goal.

Adjusted EBITDA

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 Compensation Committee, in consultation with management, considered whether to adjust our Company’s fiscal 2021 EBITDA or to this metric’s performance ranges to reflect the negative financial impact of the COVID-19 pandemic on our Company’s results. Our Compensation Committee determined that no relief should be granted for COVID-19 under either our annual incentive plan or the long-term incentive plan. Consequently, no further adjustments were made to our reported non-GAAP results, which are the basis for determining the payout level under the plans, nor were any adjustments made to our performance targets. The Compensation Committee determined that, for purposes of the plan, Adjusted EBITDA for the period was $367.0 million, resulting in awards payable under the plan at 95% of target with respect to this performance metric.

Adjusted Net Sales

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 Compensation Committee determined Adjusted Net Sales for the period was $2,087 million, resulting in awards payable under the plan at 80% of target with respect to this performance metric.

Adjusted Working Capital as a Percent of Net Sales

Adjusted Working Capital as a Percent of Net Sales means Average Net Working Capital divided by Net Sales for the performance period, as adjusted for the effect of restructuring events such as plant closings, sales of facilities or operations and business restructurings, and expressed as a percentage. “Average Net Working Capital” means, as of the end of the performance period, the average of the last four quarter end balances for each of (i) receivables, as reported, less the portion of accrued liabilities representing trade allowance, plus (ii) inventories, as reported, minus (iii) accounts payable.

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The Compensation Committee determined Adjusted Working Capital as a Percent of Net Sales for the period was 13.6%, resulting in awards payable under the plan at 200% of target with respect to this performance metric.

See “Executive Compensation – Summary Compensation Table” for the payouts under the Executive Bonus Program for fiscal 2021 for each of the NEOs.

Historical Pay-for-Performance Table

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

Name and Principal Position	Year	Salary	Bonus Target Percentage	Bonus Available at Target	Bonus Paid
Rod R. Little President and Chief Executive Officer	2021	$1,000,000	115%	$1,150,000	$1,264,080
	2020	$1,000,000	115%	$1,150,000	$872,494
	2019	$820,833	110%	$902,916	$540,534
Daniel J. Sullivan Chief Financial Officer	2021	$710,000	70%	$497,000	$546,303
	2020	$710,000	70%	$497,000	$377,069
	2019	342,500	70%	$239,750	$162,296
Eric F. O’Toole President, North America	2021	$500,000	60%	$300,000	$329,760
Marisa B. Iasenza Chief Legal Officer and Corporate Secretary	2021	$450,000	60%	$270,000	$296,784
	2020	$450,000	60%	$270,000	$204,846
	2019	$435,000	60%	$261,000	$176,188
Anne-Sophie Gaget Chief Growth and Innovation Officer	2021	$315,000	50%	$157,500	$187,643

Long-Term Incentive Program—Equity Awards (Restricted Stock Equivalents and Options)

Our A&R 2018 Plan authorizes, and our 2009 Stock Plan previously authorized, the Compensation Committee, to grant various types of equity awards. Under the 2009 Stock Plan, the Compensation Committee granted to key executives RSE awards, consisting of PRSEs and time-vesting awards. Following adoption of our A&R 2018 Plan no further awards have been or will be made under our 2009 Stock Plan. Notwithstanding the foregoing, all awards made under the 2009 Stock Plan prior to adoption of our A&R 2018 Plan remain in effect until they vest or are forfeited. 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 Compensation Committee also granted to key executives’ stock option awards under the 2009 Stock Plan, tied to continued employment with our Company over a set time period as the condition to vesting of the awards.

 

  Represents the fiscal year end that the performance award will vest subject to meeting the performance criteria.

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Timing and Procedures for Grants

Other than in exceptional cases, such as promotions or new hires, long-term incentive awards are generally granted in the first quarter of the fiscal year (October through December), at the time when salary levels and short-term incentive programs for the new fiscal year are determined.

Our CEO recommends to the Compensation Committee the number and type of RSEs and stock options to be awarded to each NEO (other than our CEO). The committee 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 committee. However, the committee 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.

Restricted Stock Equivalent Award Grants during Fiscal 2021

The Compensation Committee approved the grant of both performance-based and time-vesting RSE awards to the NEOs in November 2020. 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 2020, we changed our performance goal to a three-year relative total shareholder return metric (“TSR”), 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.

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

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This metric was chosen to create alignment with our shareholders and alleviate goal-setting burdens brought on by the COVID-19 pandemic. The PRSEs will vest and convert into shares of Edgewell common stock on the date that Edgewell releases its earnings for the fiscal year ending September 30, 2023 if the TSR metric for the three-year period commencing October 1, 2020 through September 30, 2023 (the “Performance Period”) equals or exceeds the hurdles set forth below relative to our peer group and subject to the recipient remaining employed with our Company on the vesting date.

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

The PRSEs have a threshold, target and stretch level of performance. Upon achievement of the threshold level of performance, 50% of the stock equivalents will vest; 100% will vest upon achievement of target level performance; and 200% will vest upon achievement of stretch level performance. No PRSEs will vest if results are below the threshold goal, and no additional awards will vest if results are above the stretch goal. Vesting will increase proportionately in 1/10^th of 1% increments for final results between the goals indicated.

The time-vesting RSE awards vest in equal installments on each of the first three anniversaries of the date of grant if the recipient remains employed with our Company on the vesting date.

Stock Option Award Grants during Fiscal 2021

The Compensation Committee approved the grant of stock option awards to the NEOs in November 2020. The stock option awards vest in equal installments on each of the first three anniversaries of the grant date if the recipient remains employed with our Company. Each option has an exercise price equal to the closing market price of our common stock on the date of grant, which was $35.37. These options will have value only if our Company’s stock price increases above $35.37, which provides incentive to the NEOs to increase shareholder value, thereby aligning their interests with those of our Company’s shareholders. The number of options granted to each NEO is shown in the “Grants of Plan-Based Awards” table.

In addition, the Compensation Committee approved the grant of a premium stock option award to the NEOs in November 2020. The premium stock option award will vest in equal installments on each of the first three anniversaries of the grant date if the recipient remains employed with our Company. Each option has an exercise price of $38.91 which was calculated as a 10% premium over the closing market price of our common stock on the date of grant.

Retirement Plans

Prior to January 1, 2014, our defined benefit pension plan covered essentially all U.S. employees after one year of service. As a qualified plan, it was subject to maximum pay and benefit limits under the tax rules. Our SERP provided a supplement to an executive’s pension benefit equal to the amount that the executive would have received but for the tax limitations. Details of benefits under the defined benefit plan and the SERP are set forth in the “Pension Benefits Table,” including the accompanying narrative. Effective January 1, 2014, the pension benefit earned to date by active participants under our Company’s legacy U.S. defined benefit pension plan was frozen and future accruals are no longer provided. When the pension plan was frozen, the SERP was similarly frozen.

Our NEOs are covered by our qualified defined contribution 401(k) plan and entitled to a Company match on a portion of their deferrals to the plan. The elimination of the U.S defined benefit pension plan described above was partially offset by an increase in our Company match to contributions made by participants into our defined contribution 401(k) and executive savings investment plans. The amounts which may be deferred on a tax preferred basis into the qualified plan, as well as the amount of the matching contributions, are also subject to IRS limitations. We have also established supplemental plans to compensate executives for these limits. Our ESIP permits executives to defer any excess contributions and matching payments not permitted into the qualified 401(k) plan. According to market data provided by Meridian, these types of benefits are generally offered by our peer group, often with enhanced benefit formulas (which we do not provide). Details of the ESIP, including the contributions, earnings, and year-end balances, are set forth in the “Non-qualified Deferred Compensation Table.”

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Executive Severance Plan

On September 23, 2016, the Compensation Committee adopted an executive severance plan for our Company. The plan provides benefits to a number of our Company’s executives, including the NEOs, in the event of a qualifying termination, which includes an involuntary termination without cause or a voluntary termination as a result of good reason (as such terms are defined in the plan). Unlike many other public companies, we have not offered employment agreements to our executives. In adopting the plan, the Compensation Committee considered that the market practice at peer companies is to provide executives with certain benefits in the event of such terminations, and therefore concluded that the plan would be a significant benefit to our Company in attracting and retaining key executives by offering a competitive total compensation package.

Post-termination benefits for participating employees consist of a lump sum payment equal to:

• the employee’s annual base salary plus a severance bonus equal to the target short-term incentive plan target bonus for the employee for the most recently completed fiscal year, except in the case of the CEO, where such payment will be equal to two times for the CEO and 1.5 times for the NEOs the sum of the annual base salary and target severance bonus;

• the accrued but unpaid paid time off available to the employee; and

• 1.5 times the monthly premium cost for group health plan benefits for the NEO multiplied by 18, except in the case of the CEO where the health costs will be multiplied by 24.

Such benefits are subject to reduction under certain circumstances, including to the extent necessary to avoid certain federal excise taxes. In addition, no benefits will be paid to the extent duplicative of benefits under a change in control or similar agreement with our Company.

The payment of benefits under the plan is conditioned upon, among other things, the employee executing a general release in favor of our Company, which shall include confidentiality, non-solicitation, non-disparagement and non-competition obligations of the employee in favor of our Company.

A description of the projected cost, if all of the NEOs were terminated on September 30, 2021, is provided under “Potential Payments upon Termination or Change in Control.”

Severance and Other Benefits Following a Change in Control

The Compensation Committee has adopted a CIC Plan in which the current and future executive officers, including the NEOs, will be eligible to participate, as discussed under “Potential Payments upon Termination or Change in Control.”

The CIC Plan is designed to provide executives with increased security in the event of a change in control and allow them to weigh alternative future courses for our Company focused on the interests of our shareholders. The Compensation Committee conducts an annual review of the cost and the terms of the agreements in light of advice provided by Meridian, based upon surveys of Fortune 500 companies as well as our peer group, and its own internal data and expertise. We believe that the retention value provided by the CIC Plan, and the benefit to us when the executive is provided the opportunity to focus on the interests of our shareholders and not the executive’s own personal financial interests, outweighs the potential cost given that:

• such protections are common among companies of our size, and allow us to offer a competitive compensation package;

• such costs will only be triggered if the new controlling entity involuntarily terminates the protected executives without cause, or the executives are able to resign for good reason, during the protected period;

• the CIC Plan includes non-compete and non-solicitation covenants binding on the executives, which can provide significant benefit to the new controlling entity; and

• we believe that participants who are carefully selected by the Compensation Committee, are critical to the process of evaluating or negotiating a potential change in control transaction or in the operation of our business during the negotiation or integration process, such that their retention would be critical to the success of any such transaction.

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From time to time in the last several years, our Board has established limitations on the benefits provided under the change in control agreements. In November 2011, our Board adopted a policy pursuant to which we would not include tax gross-up payments relating to severance payments, and instead adopted the “best-of-net” approach (i.e., we will reduce the severance payments to avoid excise tax to put the executive officer in a better net-tax position).

The CIC Plan was adopted to standardize the severance paid to current and future NEOs and other specified members of our Company’s senior management (collectively, the “Participants” and, each individually, a “Participant”), in the event of a termination of their employment from our Company without Cause or for Good Reason (as such terms are defined in the CIC Plan) within the period beginning immediately upon a Change in Control (as such terms are defined in the CIC Plan) and continuing until the lapse of 24 months immediately following a Change in Control of the Company (the “Change in Control Period”). The CIC Plan is intended to provide Participants with certainty as to benefits that would be paid in the event of a termination of their employment following a Change in Control so that Participants can focus on continuity in the management and direction of our Company’s businesses and operations during the periods before and after a Change in Control. The benefits provided to the executive officers under the CIC Plan are:

1)
A lump sum payment equal to three times base salary plus Severance Bonus for the CEO and two times Base Salary plus Severance Bonus for all other NEOs. For purposes of the CIC Plan, Severance Bonus in the event of the termination of a Participant’s employment is calculated based on the individual Target Bonus (as such term is defined in the CIC Plan) for the fiscal year in which the termination of employment occurs, or, if greater, the actual bonus awarded under any of our Company’s short-term incentive plan(s) for the fiscal year immediately preceding the fiscal year in which the termination occurs, divided by 365 and multiplied by the number of calendar days in said year immediately up to the day on which the termination of employment occurs; and

2)
Payment in full of Participant’s prorated bonus for the fiscal year in which the Termination of Employment occurs calculated as Participant’s Target Bonus for the fiscal year in which the Termination of Employment occurs, or, if greater, the actual bonus awarded to Participant under any short-term incentive plan(s) of our Company for the fiscal year immediately preceding the fiscal year in which the Termination occurs, divided by 365 and multiplied by the number of calendar days in said year immediately up to the day on which the Termination of Employment occurs; and

3)
Accelerated vesting of all unvested stock options and restricted stock and stock equivalent awards, including performance awards, that have been granted or sold to the Participant by the Company and which have not otherwise vested; and

4)
Payment of a Participant’s base salary through Termination of Employment at the rate in effect at the time the Notice of Termination is given, plus all other amounts to which Participant is entitled under any compensation plan(s) or program(s) of our Company applicable to Participant at the time such payments are due under such plan(s) or program(s); and

5)
If not already vested, Participant shall be deemed fully vested as of the Termination of Employment in any Company retirement plan(s) or other written agreement(s) between Participant and our Company relating to pay or other retirement income benefits upon retirement in which Participant was a participant, party or beneficiary immediately prior to the Change in Control, and any additional plan(s) or agreement(s) in which such Participant became a participant, party or beneficiary thereafter; and

6)
For the period of time after Termination of Employment applicable to Participant’s title, our Company shall continue health, vision, dental, life insurance and long-term disability benefits, including executive benefits, Participant and/or Participant’s family as if Participant’s employment with our Company had not been terminated as of the Termination of Employment, in accordance with our Company’s then-current plans, programs, practices and policies on terms and conditions (including the level of benefits, deductibles and employee payments for such benefits) not less favorable than those which are then being provided to peer executives of our Company; and

7)
If pursuant to the terms and conditions of any such health or welfare plan or program, our Company is not able to continue Participant’s and/or Participant’s family participation in the plan or program for all or any portion of such period applicable to Participant’s title, our Company will reimburse Participant for the cost of insurance for any such benefit for Participant and/or Participant’s family, for such period as such benefits are not able to be continued pursuant to a plan or program of our Company, less the amount that would have been paid by Participant for such benefits pursuant to our Company’s plan or program; and

 | 2021 Proxy Statement 37

8)
Six months of outplacement services through a designated provider selected by our Company, terminating six months thereafter or upon the date Participant obtains other employment, whichever date is sooner.

Our equity incentive awards under the A&R 2018 Plan are “double trigger” awards, meaning that unvested stock options and restricted stock equivalent awards vest immediately only if (i) there is a change in control of our Company, and (ii) (x) such awards are not converted, assumed or replaced by the successor or survivor corporation or (y) the service of the award recipient is involuntarily terminated within a designated period following the effective date of such change in control.

A description of the projected cost, if a change in control were to have occurred on the last day of fiscal 2021 and all of the NEOs were terminated without Cause on that date, is provided under “Potential Payments upon Termination or Change in Control.”

Perquisites

We offer a limited number of perquisites for our executive officers. The perquisites or executive benefits consist of the executive financial planning program, group life insurance, accidental death and dismemberment insurance, and an executive long-term disability plan. We regularly review the benefits provided to our executives and make appropriate modifications based on peer group analysis and the committee’s evaluation of the retentive value of these benefits.

Executive Officer Stock Ownership Requirements

To directly align the interests of our NEOs with our shareholders, our stock ownership guidelines provide that the CEO must maintain ownership of our common stock with a value of at least five times his base salary, and other executive officers must maintain common stock ownership with a value of at least three times their base salaries. New executive officers are given a period of five years to attain full compliance with the guidelines.

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

For purposes of this determination, stock ownership includes shares of our common stock which are owned directly or by family members residing with the executive or by family trusts, as well as vested options, vested and deferred RSEs, unvested RSEs (other than equivalents subject to achievement of performance targets), and common stock or stock equivalents credited to an officer under our defined contribution 401(k) plan, our ESIP, or our deferred compensation plan. As of September 30, 2021, each of our NEOs with five years or more of service were in compliance with these guidelines.

Hedging Policy

Under our insider trading policy, directors, officers and employees or their designees are prohibited from engaging in speculative trading or hedging transactions in Edgewell securities or purchasing any financial instruments or entering into any other arrangements designed to hedge or offset any decrease in the market value of Edgewell securities, including prohibitions on:

• investing or trading in market-traded options on Edgewell securities—i.e., puts and calls;

• purchasing financial instruments (including prepaid variable forward contracts, equity swaps, collars, and exchange funds) that are designed to profit from, hedge or offset any change in the market value of equity securities (1) granted by our Company to the director, officer or employee as part of the compensation of the employee or member of our Board; or (2) held, directly or indirectly, by the director, officer or employee;

• engaging in “short-sales” of Edgewell securities—i.e., selling Edgewell stock not owned at the time of the sale;

• entering into a “sale against the box” transaction (loaning Edgewell stock to another individual and receiving cash back as security for the loan); or

• speculating on relatively short-term price movements of Edgewell securities—i.e., engaging in a purchase and sale of Edgewell stock within a short period of time.

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

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Incentive Compensation Recoupment Policy

On April 24, 2017, our Board adopted the Edgewell Personal Care Company Incentive Compensation Recoupment Policy (the “Recoupment Policy”). Under the Recoupment Policy, our Board and the Compensation Committee may direct our Company to recoup overpayments of incentive compensation from an executive officer of our Company when (i) such incentive compensation was overpaid as a result of the restatement of the reported financial or operating results of our Company due to non-compliance with financial reporting requirements under the securities laws and the restatement is not due to a change in accounting policy or applicable law, and (ii) the executive officer engaged in misconduct that caused or contributed, directly or indirectly, to the non-compliance that resulted in the obligation to restate our Company’s reported results.

“Incentive compensation” under the Recoupment Policy includes all annual and long-term cash incentive awards, equity awards, and equity-based performance awards that are granted, earned or vested based wholly or in part upon the attainment of any financial reporting measure. “Overpayment” under the Recoupment Policy means incentive compensation granted, paid to, issued or vested in excess of the incentive compensation that would have been paid or granted or would have vested had the actual payment, granting or vesting been calculated based on accurate data or restated results.

The Recoupment Policy applies to all incentive compensation, granted, paid or credited after April 24, 2017. Our Board and the Compensation Committee may instruct our Company to recover and/or cancel any overpayment made at any time through the end of the third fiscal year following the year for which inaccurate performance criteria were measured. If steps have been taken within this period to restate our Company’s results, the time period shall be extended until the restatement is completed.

Deductibility of Certain Executive Compensation

Section 162(m) of the Code generally disallows a tax deduction to public companies for annual compensation over $1 million paid to “covered employees.” Prior to the Tax Cuts and Jobs Act of December 2017, the Code provided an exception that generally excluded from the calculation of the $1 million cap compensation that was based on the attainment of pre-established, objective performance goals established under a shareholder approved plan. Historically, the Compensation Committee considered, among other things, the impact of this exclusion for performance-based compensation when developing and implementing our executive compensation programs. Annual cash incentive awards under our short-term incentive program, and restricted stock equivalent awards under our long-term incentive program have generally been designed in a manner intended to meet the requirements under the exclusion, although we could not guarantee such treatment given the complex nature of the performance-based compensation requirements.

The new tax legislation removed the exception for performance-based compensation (unless the compensation qualifies for certain transition relief, the scope of which is currently uncertain) for taxable years beginning after December 31, 2017. The definition of “covered employees” was also expanded to include a company’s chief financial officer (in addition to the chief executive officer and three other most highly paid executive officers), plus any individual who has been a “covered employee” in any taxable year beginning after December 31, 2016.

While the Compensation Committee seeks to preserve tax deductibility in developing and implementing our compensation program, the Compensation Committee also believes that it is important to maintain flexibility in administering compensation programs in a manner designed to promote varying corporate goals. Accordingly, we have not adopted a policy that all compensation must qualify as deductible for tax purposes and retain the ability to provide compensation that may not qualify as deductible under Section 162(m).

 | 2021 Proxy Statement 39

SUMMARY COMPENSATION TABLE

This Summary Compensation Table sets forth information for compensation relating to fiscal years 2021, 2020 and 2019. For a discussion of fiscal year 2021 compensation, see “Compensation Discussion and Analysis” above.

​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	All Other Compen- sation (4)	Total
Rod R. Little President and Chief Executive Officer	2021	$1,000,000	$0	$4,265,484	$1,455,006	$1,264,080	$0	$119,456	$8,104,026
	2020	$991,667	$0	$3,600,006	$900,009	$872,494	$0	$97,913	$6,462,089
	2019	$820,833	$0	$4,960,692	$445,015	$540,534	$0	$50,192	$6,817,266
Daniel J. Sullivan Chief Financial Officer	2021	$710,000	$0	$967,428	$330,014	$546,303	$0	$66,649	$2,620,394
	2020	$707,917	$0	$1,440,061	$220,001	$377,069	$0	$18,906	$2,763,954
Eric F. O’Toole President, North America	2021	$500,000	$0	$615,699	$210,018	$329,760	$0	$40,645	$1,696,122
Marisa B. Iasenza Chief Legal Officer and Corporate Secretary	2021	$450,000	$0	$527,759	$180,006	$296,784	$0	$18,706	$1,473,255
	2020	$448,750	$0	$1,040,050	$120,002	$204,846	$0	$17,406	$1,831,054
	2019	$435,000	$0	$1,200,044	$100,012	$176,188	$0	$17,461	$1,928,705
Anne-Sophie Gaget Chief Growth and Innovation Officer	2021	$315,155	$0	$439,761	$150,008	$187,643	$0	$795,778	$1,888,345

(1)
All awards under our Executive Officer Bonus Program are based upon achievement of Company performance measures established at the beginning of a performance period. Consequently, the value of all bonuses earned during the fiscal year under these programs have been included in the Non-Equity Incentive Plan Compensation column of this table. See “Compensation Discussion and Analysis—Elements of Compensation—Incentive Programs—Short-Term Incentive Program—Annual Cash Bonus.”

(2)
The amounts listed in the column include both time-vesting and performance-based restricted stock equivalent grants awarded in fiscal 2021 to our named executive officers. The value of the performance-based award is calculated in accordance with the Financial Accounting Standard Board’s (“FASB”) ASC Section 718. Our Company records estimated expense for performance-based grants based on target achievement of performance metrics for the three-year period, unless evidence exists that achievement above or below target for the applicable performance metric is more likely to occur. Following is the maximum value, if paid, for the performance award granted in fiscal 2021, based on the grant date value: Mr. Little, $2,910,031; Mr. Sullivan, $660,004; Mr. O’Toole, $420,019; Ms. Iasenza, $360,031; and Ms. Gaget, $300,008.

(3)
The amounts listed in the column reflect the aggregate grant date fair value of stock options granted to our named executive officers calculated in accordance with FASB ASC Section 718, and do not reflect actual amounts paid to them, or realized by them, or that may be realized upon exercise by them. Assumptions used in the calculation of these amounts are included in “Note 13. Share-Based Payments” of the Notes to Consolidated Financial Statements of our Annual Report on Form 10-K for the fiscal year ended September 30, 2021.

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(4)
The amounts reported in this column with respect to fiscal 2021 consist of the following:

Name	Company Matching Contributions 401(k) Plan (i)	Company Matching Contributions ESIP (i)	Term Life Insurance Premiums (ii)	Executive Financial Planning Program (iii)	HSA Employer Contribution (iv)	Wellness Credit (v)	AD&D and LTD Insurance Premiums (vi)	Total
Mr. Little	$17,400	$95,250	$102	$5,000	$1,500	$0	$204	$119,456
Mr. Sullivan	$16,719	$48,124	$102	$0	$1,500	$0	$204	$66,649
Mr. O’Toole	$17,400	$22,939	$102	$0	$0	$0	$204	$40,645
Ms. Iasenza	$17,400	$0	$102	$0	$750	$250	$204	$18,706
Ms. Gaget	$0	$0	$0	$0	$0	$0	$0	$0 (vii)

(i)
Company matching contributions or accruals in our 401(k) plan and ESIP.

(ii)
Term life insurance premiums paid by our Company for the first $50,000 of coverage for each of the named executive officers.

(iii)
We reimburse the executives for 80% of the cost of personal financial advisory services, up to certain annual maximums.

(iv)
Our Company pays an annual contribution to a Health Savings Account for each executive who elects to participate.

(v)
Our Company pays an annual wellness credit for each executive who completes a biometric screening and health survey.

(vi)
Our Company pays the premiums for Group Accidental Death & Dismemberment ($12.00 per person) and Group Long-Term Disability ($192 per person).

(vii)
As a result of her departure from the Company and while Ms. Gaget did not participate in U.S. benefits, her All Other Compensation amount includes: $3,264 car allowance; $14,530 Participation and Interest Profit Sharing Plan; $90,407 company match in the AXA Supplementary Pension Plan; and $687,577 severance.

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

 | 2021 Proxy Statement 41

GRANTS OF PLAN-BASED AWARDS

Awards to the NEOs, and to other key executives, were made in fiscal 2021 under two separate plans or programs:

• our short-term incentive program, pursuant to which potential cash awards were granted, dependent upon achievement of Company performance measures established at the beginning of the term of the program, as described in more detail in “Compensation Discussion and Analysis—Elements of Compensation—Incentive Programs—Short-Term Incentive Program—Annual Cash Bonus,” and

• our long-term incentive program, pursuant to which RSE awards (performance-based and time-vesting) and stock option awards were granted under the terms of our A&R 2018 Plan as described in more detail in “Compensation Discussion and Analysis—Elements of Compensation—Long-Term Incentive Programs—Equity Awards (Restricted Stock Equivalents and Options).”

GRANTS OF PLAN-BASED AWARDS TABLE

Name	Type of Award	Meeting Date	Grant Date	Estimated Future Payouts Under Non-Equity Incentive Plan Awards			Estimated Future Payouts Under Equity Incentive Plan Awards (#)			All Other Stock Awards: Number of Shares of Stock (#)	All Other Option Awards: Number of Shares Underlying Options (#)	Exercise or Base Price of Option Awards ($/Sh)	Grant Date Fair Value Of Stock And Option Awards (1)
				Threshold	Target	Maximum	Threshold	Target	Maximum
Mr. Little	Bonus: Annl. Perf. (2)			$287,500	$1,150,000	$2,300,000
	Perf Awd: RSE (3)	11/5/20	11/13/20							54,849			$1,940,009
	Perf Awd: PRSE (4)	11/5/20	11/13/20				20,569	41,137	82,274				$2,325,471
	Perf Awd: Premium Options (5)	11/5/20	11/13/20								81,719	$38.91	$970,005
	Perf Awd: Options (6)	11/5/20	11/13/20								39,050	$35.37	$485,001
Mr. Sullivan	Bonus: Annl. Perf. (2)			$124,250	$497,000	$994,000
	Perf.Awd: RSE (3)	11/5/20	11/13/20							12,440			$440,002
	Perf.Awd: PRSE (4)	11/5/20	11/13/20				4,665	9,330	18,660				$527,425
	Perf Awd: Premium Options (5)	11/5/20	11/13/20								18,535	$38.91	$220,010
	Perf.Awd: Options (6)	11/5/20	11/13/20								8,857	$35.37	$110,004
Mr. O’Toole	Bonus: Annl. Perf. (2)			$75,000	$300,000	$600,000
	Perf Awd: RSE (3)	11/5/20	11/13/20							7,917			$280,024
	Perf Awd: PRSE (4)	11/5/20	11/13/20				2,969	5,938	11,875				$335,675
	Perf Awd: Premium Options (5)	11/5/20	11/13/20								11,795	$38.91	$140,007
	Perf Awd: Options (6)	11/5/20	11/13/20								5,637	$35.37	$70,011
Ms. Iasenza	Bonus: Annl. Perf. (2)			$67,500	$270,000	$540,000
	Perf Awd: RSE (3)	11/5/20	11/13/20							6,786			$240,021
	Perf Awd: PRSE (4)	11/5/20	11/13/20				2,545	5,090	10,179				$287,738
	Perf Awd: Premium Options (5)	11/5/20	11/13/20								10,110	$38.91	$120,005
	Perf Awd: Options (6)	11/5/20	11/13/20								4,831	$35.37	$60,001
Ms. Gaget	Bonus: Annl. Perf. (2)			$42,677	$170,709	$341,417
	Perf Awd: RSE (3)	11/5/20	11/13/20							5,655			$200,017
	Perf Awd: PRSE (4)	11/5/20	11/13/20				2,121	4,241	8,482				$239,744
	Perf Awd: Premium Options (5)	11/5/20	11/13/20								8,425	$38.91	$100,005
	Perf Awd: Options (6)	11/5/20	11/13/20								4,026	$35.37	$50,003

(1)
This represents the grant date fair value calculated in accordance with FASB ASC Section 718, excluding forfeiture assumptions. For time-vesting awards, the value includes 100% of such awards, with no reduction for potential forfeiture.

(2)
These represent the amounts which potentially could have been earned under the fiscal 2021 Executive Officer Bonus Program.

(3)
These restricted stock equivalents (time-vested) awarded on November 13, 2020 will vest in three equal installments on each of the first three anniversaries of the date of grant if the officer remains employed with us at that time. The value of the amount calculated in accordance with accounting guidance is included in the “Stock Awards” column of the “Summary Compensation Table.”

(4)
These restricted stock equivalents (performance-based) awarded on November 13, 2020, will vest upon release of our earnings for the fiscal year ending September 30, 2023 if the officer remains employed with us at that time and if specified performance criteria are met, subject to the exercise of negative discretion by the Compensation Committee. The performance criteria for these awards is relative total shareholder return for the “Performance Period” beginning on October 1, 2020 (100%). The percentage of the PRSEs vesting will range from 0% to 100% based on performance. The value of the amount calculated in accordance with accounting guidance is included in the “Stock Awards” column of the “Summary Compensation” table.

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(5)
These premium stock options awarded on November 13, 2020, will vest in three equal installments on each of the first three anniversaries of the date of grant if the officer remains employed with us at that time. The value of the amount calculated in accordance with accounting guidance is included in the “Option Awards” column of the “Summary Compensation” table. The exercise price of $38.91 per share reflects a premium of 10% over the closing market price of our common stock on the date of grant.

(6)
These stock options awarded on November 13, 2020, will vest in three equal installments on each of the first three anniversaries of the date of grant if the officer remains employed with us at that time. The value of the amount calculated in accordance with accounting guidance is included in the “Option Awards” column of the “Summary Compensation” table. The exercise price of $35.37 per share reflects the closing market price of our common stock on the date of grant.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

The following types of equity awards have been granted to the NEOs, and remain unvested, or, in the case of non-qualified stock options, unvested or unexercised, as of September 30, 2021.

• RSEs that vest over a period of time and at vesting convert into non-restricted shares of our common stock. As of September 30, 2021, we had outstanding unvested RSE awards with initial vesting terms of equal installments on each of the first three anniversaries of the grant date. Unvested RSE awards are included under “Stock Awards—Number of Shares or Units of Stock That Have Not Vested,” in the table below.

• RSEs that vest subject to the achievement of performance-based conditions and at vesting convert into non-restricted shares of our common stock. As of September 30, 2021, we had outstanding unvested RSE awards with performance-based vesting conditions that will vest on the date that our Company releases earnings for the fiscal year ending September 30, 2021, subject to satisfaction of specific performance criteria being met. The performance metrics are the Adjusted Earnings Per Share of our Company for the 2021 fiscal year, the Adjusted Cumulative Free Cash Flow of our Company for the 2021 fiscal year as a percentage of Adjusted Net Sales of our Company for fiscal year 2019 through fiscal year 2021, and the achievement of targeted Project Fuel savings for the period ended September 30, 2021. The percentage of PRSEs vesting will range from 0% to 100% based on actual performance. In addition, we had outstanding unvested restricted stock equivalent awards with performance-based vesting conditions that will vest on the date that our Company releases earnings for the fiscal year ending September 30, 2022, subject to satisfaction of specific performance criteria being met. The performance metrics are Cumulative Adjusted Net Sales for the “Performance Period” beginning on October 1, 2019 and ending on September 30, 2022 (50%) and Cumulative Adjusted EBITDA for the Performance Period (50%). The percentage of the PRSEs vesting will range from 0% to 100% based on performance. Unvested awards are included under “Stock Awards—Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested” in the table below.

• Non-qualified stock options granting the right to acquire shares of our common stock at an exercise price equal to the closing price of our common stock on the grant date. These options become exercisable in equal installments on each of the first three anniversaries of the grant date and remain exercisable over the ten-year period following grant. Outstanding option awards are described under “Option Awards,” in the table below.

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

 | 2021 Proxy Statement 43

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END TABLE

Name	Option Awards				Stock Awards
	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)	Market Value of Shares or Units of Stock That Have Not Vested ($) (1)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (1)
Mr. Little	10,281	5,140 (2)	$42.71	11/15/2028	2,341 (7)	$84,978	79,607(11)	$2,889,734
	12,374	6,187 (3)	44.74	3/1/2029	2,738 (8)	99,389	115,919 (12)	4,207,860
	32,155	64,309 (4)	31.44	11/14/2029	28,626 (9)	1,039,124	143,130 (13)	5,195,619
	0	81,719 (5)	38.91	11/13/2030	54,849 (10)	1,991,019	82,274 (14)	2,986,546
	0	39,050 (6)	35.37	11/13/2030
Mr. Sullivan	7,860	15,720 (4)	$31.44	11/14/2029	6,998 (9)	$254,027	45,106 (16)	$1,637,348
	0	18,535 (5)	38.91	11/13/2030	8,018 (15)	291,053	34,988 (13)	1,270,064
	0	8,857 (6)	35.37	11/13/2030	12,440 (10)	451,572	24,056 (17)	873,233
							18,660 (14)	677,358
Mr. O’Toole	0	11,795 (5)	$38.91	11/13/2030	5,793 (18)	$210,286	26,482 (19)	$961,297
	0	5,637 (6)	35.37	11/13/2030	7,917 (10)	287,387	11,875 (14)	431,062
Ms. Iasenza	5,141	2,570 (2)	$42.71	11/15/2028	1,171 (7)	$42,507	49,169 (11)	$1,784,834
	4,288	8,574 (4)	31.44	11/14/2029	3,817 (9)	138,557	19,084 (13)	692,749
	0	10,110 (5)	38.91	11/13/2030	8,018 (15)	291,053	24,056 (17)	873,233
	0	4,831 (6)	35.37	11/13/2030	6,786 (10)	246,332	10,179 (14)	369,498
Ms. Gaget	1,646	823 (2)	$42.71	11/15/2028	424 (20)	$15,391	3,747 (11)	$136,016
	1,430	2,858 (4)	31.44	11/14/2029	374 (7)	13,576	6,362 (13)	230,941
	0	8,425 (5)	38.91	11/13/2030	1,272 (9)	46,174	9,880 (17)	358,644
	4,026	0 (6)	35.37	11/13/2030	3,293 (15)	119,536	8,482 (14)	307,897
					5,665 (10)	205,640

(1)
Values based on the closing price of our Company’s common stock on the NYSE on September 30, 2021, the last business day of the fiscal year, of $36.30.

(2)
Represents stock options granted on 11/15/2018 which vest ratably over a 3-year period commencing on the first anniversary of the date of grant. As of the date of this proxy, all of these options have vested.

(3)
Represents stock options granted on 3/1/2019 which vest ratably over a 3-year period commencing on the first anniversary of the date of grant. As of the date of this proxy, two-thirds of these options are vested.

(4)
Represents stock options granted on 11/14/2019 which vest ratably over a 3-year period commencing on the first anniversary of the date of grant. As of the date of this proxy, two-thirds of these options have vested.

(5)
Represents premium stock options granted on 11/13/2020 which vest ratably over a 3-year period commencing on the first anniversary of the date of grant. As of the date of this proxy, one-third of these options have vested.

(6)
Represents stock options granted on 11/13/2020 which vest ratably over a 3-year period commencing on the first anniversary of the date of grant. As of the date of this proxy, one-third of these options have vested.

(7)
Represents restricted stock equivalents granted on 11/15/2018 which vest ratably over a 3-year period commencing on the first anniversary of the date of grant. As of the date of this Proxy Statement, all of this award has vested.

(8)
Represents restricted stock equivalents granted on 3/1/2019 which vest ratably over a 3-year period commencing on the first anniversary of the date of grant. As of the date of this Proxy Statement, two-thirds of this award has vested.

(9)
Represents restricted stock equivalents granted on 11/14/2019 which vest ratably over a 3-year period commencing on the first anniversary of the date of grant. As of the date of this proxy, two-thirds of these options have vested.

(10)
Represents restricted stock equivalents granted on 11/13/2020 which vest ratably over a 3-year period commencing on the first anniversary of the date of grant. As of the date of this proxy, one-third of these options have vested.

(11)
Represents maximum number of performance restricted stock equivalents granted on 11/15/2018 that may vest on the date that our Company releases its earnings for the fiscal year ending September 30, 2021 if specified performance criteria are met, subject to the exercise of negative discretion by the Compensation Committee. The performance metrics for this award are the adjusted diluted EPS of the Company for the 2021 fiscal year (60% weight) and adjusted cumulative free cash flow as a percent of adjusted net sales for the three-year period commencing October 1, 2018 and ending on September 30, 2021 (40% weight), and achievement of targeted Project Fuel savings for the period ended September 30, 2021. As of the date of this Proxy Statement, the PRSEs vested at a combined weighted payout of 110% as shown on the table for “Long-Term Incentive Program – Equity Awards.”

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(12)
Represents maximum number of performance restricted stock equivalents granted on 3/1/2019 that may vest on the date that our Company releases its earnings for the fiscal year ending September 30, 2021 if specified performance criteria are met, subject to the exercise of negative discretion by the Compensation Committee. The performance metrics for this award are the adjusted diluted EPS of the Company for the 2021 fiscal year (60% weight) and adjusted cumulative free cash flow as a percent of adjusted net sales for the three-year period commencing October 1, 2018 and ending on September 30, 2021 (40% weight), and achievement of targeted Project Fuel savings for the period ended September 30, 2021. As of the date of this Proxy Statement, the PRSEs vested at a combined weighted payout of 110% as shown on the table for “Long-Term Incentive Program – Equity Awards.”

(13)
Represents maximum number of performance restricted stock equivalents granted on 11/14/2019 that may vest on the date that our Company releases its earnings for the fiscal year ending September 30, 2022 if specified performance criteria are met, subject to the exercise of negative discretion by the Compensation Committee. The performance metrics for this award are the cumulative adjusted net sales for the “performance period” commencing October 1, 2019 and ending on September 30, 2022 (50%) and cumulative adjusted EBITDA for the performance period (45%).

(14)
Represents maximum number of performance restricted stock equivalents granted on 11/13/2020 that may vest on the date that our Company releases its earnings for the fiscal year ending September 30, 2023 if specified performance criteria are met, subject to the exercise of negative discretion by the Compensation Committee. The performance metric for this award is Total Shareholder Return (“TSR”) for the period commencing October 1, 2020 and ending on September 30, 2023. TSR shall be determined relative to the TSR peer group based on the quarterly stock price for each fiscal quarter of Fiscal 2024. Each Fiscal 2024 quarter’s payout factor shall be weighted 25% and combined to form one payout factor.

(15)
Represents restricted stock equivalents granted on 4/1/2020 which vest ratably over a 3-year period commencing on the first anniversary of the date of grant. As of the date of this proxy, one-third of these options have vested.

(16)
Represents maximum number of performance restricted stock equivalents granted on 4/1/2019 that may vest on the date that our Company releases its earnings for the fiscal year ending September 30, 2021 if specified performance criteria are met, subject to the exercise of negative discretion by the Compensation Committee. The performance metrics for this award is the achievement of targeted Project Fuel savings for the period ended September 30, 2021. As of the date of this Proxy Statement, the PRSEs vested at a combined weighted payout of 110% as shown on the table for “Long-Term Incentive Program – Equity Awards.”

(17)
Represents maximum number of performance restricted stock equivalents granted on 4/1/2020 that may vest on the date that our Company releases its earnings for the fiscal year ending September 30, 2022 if specified performance criteria are met, subject to the exercise of negative discretion by the Compensation Committee. The performance metrics for this award are cumulative adjusted net sales for the “performance period” beginning October 1, 2019 and ending on September 30, 2022 (50%) and cumulative adjusted EBITDA for the performance period (50%).

(18)
Represents restricted stock equivalents granted on 7/1/2020 which vest ratably over a 2-year period commencing on the first anniversary of the date of grant. As of the date of this Proxy Statement, one-half of these options have vested.

(19)
Represents maximum number of performance restricted stock equivalents granted on 7/1/2020 that may vest on the date that our Company releases its earnings for the fiscal year ending September 30, 2021 if specified performance criteria are met, subject to the exercise of negative discretion by the Compensation Committee. The performance metrics for this award is achievement of targeted Project Fuel savings for the period ended September 30, 2021. As of the date of this Proxy Statement, the PRSEs vested at a combined weighted payout of 110% as shown on the table for “Long-Term Incentive Program – Equity Awards.”

(20)
Represents restricted stock equivalents granted on 11/13/2017 which vest over a 4-year period commencing on the first anniversary of the date of grant. As of the date of this Proxy Statement, all of this award has vested.

OPTION EXERCISES AND STOCK VESTED

	Option Awards		Stock Awards
Name	Number of Shares Acquired on Exercise (#)	Value Realized on Exercise ($)	Number of Shares Acquired on Vesting (#)(1)	Value Realized on Vesting ($)
Mr. Little	0	$0	19,393	$691,041
Mr. Sullivan	0	$0	13,147	$501,259
Mr. O’Toole	0	$0	5,793	$252,343
Ms. Iasenza	0	$0	7,090	$267,530
Ms. Gaget	0	$0	3,417	$124,903

(1)
In fiscal 2021, time-based RSEs granted to each of the officers in fiscal 2016, 2017, 2018, 2019 and 2020 vested in accordance with the terms of the awards. Upon vesting, the equivalents converted into shares of our common stock, which were then issued to the officers free of any restrictions.

 | 2021 Proxy Statement 45

NON-QUALIFIED DEFERRED COMPENSATION

We have adopted the Executive Savings Investment Plan which provides for the deferral of compensation on a basis that is not tax-qualified.

Executive Savings Investment Plan

Under the terms of our ESIP, amounts that would be contributed, either by an executive or by our Company on the executive’s behalf, to our 401(k) plan but for tax limitations, are credited to the non-qualified ESIP. Under that plan, executives may elect to defer their contributions and Company contributions in any of the measurement fund options which track the performance of the Vanguard investment funds offered under our 401(k) plan. Deferrals and vested Company contributions may be transferred to different investment options at the executive’s discretion. Deferrals in the ESIP, adjusted for the net investment return, are paid out in a lump sum payment, or in five or ten annual installments, following retirement or other termination of employment.

NON-QUALIFIED DEFERRED COMPENSATION TABLE

Name	Plan	Executive Contributions in Fiscal 2021 ($)(1)	Edgewell Contributions in Fiscal 2021 ($)(2)	Aggregate Earnings in Fiscal 2021 ($)(3)	Aggregate Withdrawals/ Distributions ($)	Aggregate Balance at 9/30/2021 ($)(4)
Mr. Little	ESIP	$104,850	$95,250	$103,042	$0	$606,795
	Deferred Vested Stock Equiv.	$0	$0	$0	$0	$0
	Total	$104,850	$95,250	$103,042	$0	$606,795
Mr. Sullivan	ESIP	$65,224	$48,124	$8,282	$0	$154,857
	Deferred Vested Stock Equiv.	$0	$0	$0	$0	$0
	Total	$65,224	$48,124	$8,282	$0	$154,857
Mr. O’Toole	ESIP	$24,628	$22,939	$4,012	$0	$71,749
	Deferred Vested Stock Equiv.	$0	$0	$0	$0	$0
	Total	$24,628	$22,939	$4,012	$0	$71,749

Note: Mss. Iasenza and Gaget did not to participate in the ESIP during FY2021 and, therefore, they are not included in this table.

(1)
Since 2012, our officers have no longer been eligible to contribute to the deferred compensation plan. The officer contributions to our ESIP during fiscal 2021 consist of deferrals of salary earned with respect to fiscal 2021.

(2)
Our contributions to our ESIP consist of Company contributions which would have otherwise been contributed to the 401(k) plan but for limitations imposed by the Internal Revenue Service. These amounts, in their entirety, are included in the “All Other Compensation” column of the “Summary Compensation Table.”

(3)
Aggregate earnings/(losses) shown in this column consist of:

• amounts credited to each executive under the investment options of each of the plans, reflecting actual earnings on investment funds offered under our 401(k) plan,

• in the case of the prime rate option of our deferred compensation plan, the actual fund return rates,

• the appreciation or depreciation in value of each of the investment options in the plans between October 1, 2020 and September 30, 2021, and

• the appreciation or depreciation in value of vested restricted stock equivalents (see footnote 4 below).

The above-market portion of interest on the prime rate option (in excess of 120% of the APR) is set forth in the column titled “Change in Pension Value and Non-qualified Deferred Compensation Earnings” of the “Summary Compensation Table.”

(4)
The balances in that plan for each of the officers also include amounts deferred by them, Company matching deferrals, and earnings thereon, in years in which they were not named executive officers and their compensation was not included in the “Summary Compensation Table.” The balances also reflect earnings and losses during the past fiscal year. Of the aggregate balances shown in this column, with respect to our ESIP, the following amounts were previously reported as compensation in the “Summary Compensation Table” of our proxy statements for prior years:

• Mr. Little - $253,326, and

• Mr. Sullivan - $31,950

The balances also reflect earnings and losses during the past fiscal year.

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COMPENSATION COMMITTEE REPORT
The Compensation Committee of our Board of Directors consists entirely of non-employee directors that are independent under the NYSE listing standards. The Compensation Committee has reviewed and discussed our Company’s Compensation Discussion and Analysis with management. Based on these reviews and discussions, the Compensation Committee recommended to our Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement and in our Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2021.
	Respectfully submitted,   Rakesh Sachdev, Chairperson George Corbin Daniel J. Heinrich Carla C. Hendra James C. Johnson
No portion of this Compensation Committee Report shall be deemed to be incorporated by reference into any filing under the Securities Act, 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.

 | 2021 Proxy Statement 47

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

We have not entered into general employment agreements with any of our named executive officers. However, equity awards under our 2009 Stock Plan and our A&R 2018 Plan, and our deferred compensation plan provide for acceleration of vesting of certain awards in the event of certain terminations of employment. In September 2016, we instituted an executive severance plan in which our NEOs and certain of our other key employees participate which provides benefits to participants in the event of an involuntary termination without cause or a voluntary termination as a result of good reason, as such terms are defined in the plan, including severance compensation, payment for accrued but unpaid paid time off and payments in respect of the monthly premium cost for group health plan benefits. Prior to April 25, 2019, we had entered into change in control agreements with our NEOs and certain of our other key employees which provide for severance compensation, acceleration of vesting and continuation of benefits upon qualified termination of employment following a change in control. Effective as of April 25, 2019, we have replaced the individual change in control agreements with a Change in Control Plan.

The information below reflects the value of acceleration or incremental compensation which each officer would receive upon the termination of his or her employment or upon a change in control. Because the value of awards and incremental compensation depend on several factors, actual amounts can only be determined at the time of the event.

The information is based on the following assumptions:

• the event of termination (death, permanent disability, involuntary termination or voluntary termination), or a change in control of our Company, occurred on September 30, 2021, the last day of our fiscal year;

• the market value of our common stock on that date was $36.30 (the actual closing price on September 30, 2021, the last trading day of fiscal 2021);

• each of the officers were terminated on that date; and

• the individual federal tax rate was 37%, Connecticut state tax rate was 7% and FICA was 2.35%.

This information does not reflect benefits that are provided under our plans or arrangements that do not discriminate in favor of executive officers and are available generally to all salaried employees—such as amounts accrued under our savings investment plan, accumulated and vested benefits under our retirement plans (including our SERP and ESIP), health, welfare and disability benefits, and accrued vacation pay.

The information below also does not include amounts under our deferred compensation plan or ESIP that would be paid, or vested stock equivalents that would be issued, all as described in the “Non-qualified Deferred Compensation Table,” except to the extent that an officer is entitled to an accelerated benefit as a result of the termination. Any acceleration of equity awards would also include acceleration of dividends payable with respect to such awards, if any.

Death, Permanent Disability or Termination of Employment (Other Than Under the Executive Severance Plan or Upon a Change in Control)

Upon an officer’s death, permanent disability, involuntary termination, voluntary termination and, in some cases, retirement, the following long-term incentive awards may provide for acceleration of vesting. Awards are accelerated on a pro rata basis for retirement after attainment of age 55 with ten years of service if granted 12 or more months prior to retirement date. No awards are accelerated upon voluntary termination or involuntary termination.

Long-Term Incentive Award	Involuntary Termination or Voluntary Termination	Death	Permanent Disability	Retirement After Age 55 with 10 years of Service
Three-year time-based restricted stock equivalent and stock options granted 11/15/2018, 11/14/2019, 4/1/2020 and 11/13/2020.	Forfeited	Accelerated	Accelerated	Pro Rata Vesting
Three-year performance-based restricted stock equivalent awards granted 11/15/2018, 11/14/2019, 4/1/2020 and 11/13/2020.	Forfeited	Accelerated	Pro Rata Vesting	Pro Rata Vesting

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The value of awards which would be accelerated for our NEOs upon death, permanent disability or retirement as of September 30, 2021 is shown in the following chart. The value of accelerated restricted stock equivalents reflects a stock price of $36.30 (the closing price of our common stock on September 30, 2021). Stock market changes since September 30, 2021 are not reflected in these valuations.

Name	Accelerated Restricted Stock Equivalents
	Death	Permanent Disability	Retirement After Age 55 With 10 years of Service
Mr. Little	$7,566,226	$5,674,006	$0
Mr. Sullivan	$2,443,787	$1,851,148	$0
Mr. O’Toole	$723,273	$577,198	$0
Ms. Iasenza	$1,711,280	$1,320,755	$0
Ms. Gaget	$861,547	$657,330	$0

Upon termination of employment for any reason, vested account balances in our deferred compensation plan are paid out in cash to the participant in either a lump sum, or over a five or ten-year period, commencing six months from the date of termination.

In the event an officer’s employment is terminated due to permanent disability, our Company provides basic long-term disability benefits of 40% of the officer’s previous year’s salary and a one-time bonus up to $240,000. He or she may also be entitled to benefits under our optional long-term disability plan, which pays a supplemental benefit equal to a total of 66-2/3% of the officer’s previous year’s salary and a one-time bonus up to $240,000. As noted in the “Summary Compensation Table,” our Company pays the premiums for $50,000 of term life insurance for all U.S. employees, including the NEOs.

Executive Severance Plan

Our executive severance plan provides benefits to a number of our Company’s executives, including the NEOs (each an “Eligible Employee”), in the event of a qualifying termination (“Qualifying Termination”), which includes an involuntary termination without cause or a voluntary termination as a result of good reason. Under the plan:

• “Cause” includes (i) the failure of an Eligible Employee to make a good faith effort to substantially perform his or her duties or an Eligible Employee’s insubordination with respect to a specific directive; (ii) an Eligible Employee’s dishonesty, negligence in the performance of his or her duties or engaging in willful misconduct, which in the case of any such negligence, has caused or is reasonably expected to result in direct or indirect material injury to our Company; (iii) breach by an Eligible Employee of any material provision of any written agreement with our Company or material violation of any Company policy; or (iv) an Eligible Employee’s commission of a crime that constitutes a felony or other crime of moral turpitude or fraud.

• “Good reason” includes (i) a material diminution of an Eligible Employee’s base compensation or bonus opportunity; (ii) a material diminution of an Eligible Employee’s authority, duties, or responsibilities; or (iii) a change in the principal place of an Eligible Employee’s employment to a location that is more than 50 miles distant from the Eligible Employee’s then current principal place of employment.

Post-termination benefits for each NEO under the plan consist of a lump sum payment equal to:

• 1.5 times the officer’s annual base salary plus a severance bonus equal to the target short-term incentive plan bonus for the officer for the current fiscal year, except in the case of our Chief Executive Officer (Mr. Little), where such payment will be equal to two times;

• the accrued but unpaid paid time off available to the officer; and

• 1.5 times the monthly premium cost for group health plan benefits for the officer multiplied by 18, except in the case of Mr. Little, where the health costs will be multiplied by 24.

Such benefits are subject to reduction under certain circumstances, including to the extent necessary to avoid certain federal excise taxes. In addition, no benefits will be paid to the extent duplicative of benefits under a change in control or similar agreement with our Company.

 | 2021 Proxy Statement 49

The payment of benefits under the plan is conditioned upon, among other things, the officer executing a general release in our Company’s favor, which shall include confidentiality, non-solicitation, non-disparagement and non-competition obligations of the officer.

Estimated Payments and Benefits

Based on the assumptions set out above, the following sets forth estimated payments to our NEOs upon a Qualifying Termination as of September 30, 2021 under the executive severance plan:

Name	Severance Salary Payment	Severance Bonus Payment	Health & Welfare Benefits	Accrued Paid Time Off	Total
Mr. Little	$2,000,000	$2,300,000	$53,266	$119,231	$4,472,497
Mr. Sullivan	$1,065,000	$745,500	$39,694	$57,346	$1,907,540
Mr. O’Toole	$750,000	$720,000	$13,795	$48,462	$1,532,257
Ms. Iasenza	$645,000	$387,000	$13,861	$67,808	$1,113,668
Ms. Gaget	$687,577	$0	$0	$30,303	$717,880

Change in Control of Our Company

Effective April 25, 2019, we adopted a Change in Control Plan that covers our NEOs.

“Termination for cause” means a termination for willful breach of, or failure to perform, employment duties.

“Good reason” means, among other things, certain changes in the officer’s status or duties, failure to pay certain compensation or awards, relocation of his or her office, or improper termination.

A “Change in control” includes, among other things, acquisition of specified amounts of shares by any person, certain changes in the composition of our incumbent Board, approval of business combinations under certain circumstances, or other matters approved by our Board.

Upon a Participant’s Termination of Employment following a Change in Control, a Participant shall be entitled to the following benefits, provided that such Termination of Employment occurs during the Change in Control Period, and such Termination of Employment is not a result of a Participant’s death, Retirement or Disability and (i) if by the Company, is not for Cause, or (ii) if by Participant, is for Good Reason:

• Payment in full of Participant’s prorated bonus for the fiscal year in which the Termination of Employment occurs calculated as Participant’s Target Bonus for the fiscal year in which the Termination of Employment occurs, or, if greater, the actual bonus awarded to Participant under any short-term incentive plan(s) of our Company for the fiscal year immediately preceding the fiscal year in which the Termination occurs, divided by 365 and multiplied by the number of calendar days in said year immediately up to the day on which the Termination of Employment occurs, subject to any valid deferral election which was made prior to that time by the Participant under any Company qualified pension plan, non-qualified pension plan, 401(k) plan, excess 401(k) plan or non-qualified deferred compensation plan then in effect;

• Accelerated vesting of all unvested stock options and restricted stock and stock equivalent awards, including performance awards, that have been granted or sold to the Participant by the Company and which have not otherwise vested;

• Payment of a Participant’s base salary through Termination of Employment at the rate in effect at the time the Notice of Termination is given, plus all other amounts to which Participant is entitled under any compensation plan(s) or program(s) of our Company applicable to Participant at the time such payments are due under such plan(s) or program(s);

• Additional pay calculated as the product of a predetermined amount applicable to Participant’s title multiplied by the sum of (x) the greater of (i) Participant’s annual base salary in effect immediately prior to the Termination of Employment, or (ii) Participant’s annual base salary in effect as of the date of the Change in Control, and (y) Participant’s Target Bonus Amount;

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• If not already vested, Participant shall be deemed fully vested as of the Termination of Employment in any Company retirement plan(s) or other written agreement(s) between Participant and our Company relating to pay or other retirement income benefits upon retirement in which Participant was a participant, party or beneficiary immediately prior to the Change in Control, and any additional plan(s) or agreement(s) in which such Participant became a participant, party or beneficiary thereafter;

• For the period of time after Termination of Employment applicable to Participant’s title, our Company shall continue health, vision, dental, life insurance and long-term disability benefits, including executive benefits, Participant and/or Participant’s family as if Participant’s employment with our Company had not been terminated as of the Termination of Employment, in accordance with our Company’s then-current plans, programs, practices and policies on terms and conditions (including the level of benefits, deductibles and employee payments for such benefits) not less favorable than those which are then being provided to peer executives of our Company;

• If pursuant to the terms and conditions of any such health or welfare plan or program, our Company is not able to continue Participant’s and/or Participant’s family participation in the plan or program for all or any portion of such period applicable to Participant’s title, our Company will reimburse Participant for the cost of insurance for any such benefit for Participant and/or Participant’s family, for such period as such benefits are not able to be continued pursuant to a plan or program of our Company, less the amount that would have been paid by Participant for such benefits pursuant to our Company’s plan or program; and

• Six months of outplacement services through a designated provider selected by our Company, terminating six months thereafter or upon the date Participant obtains other employment, whichever date is sooner.

The foregoing is subject to execution by Participant of a Release in favor of our Company no later than 60 days following such Participant’s Termination of Employment, including the Participant’s written acceptance of, and written agreement to comply with, the confidentiality, non-solicitation, non-disparagement and non-competition provisions set forth in the Release.

Estimated Payments and Benefits

Based on the assumptions set out above, the following chart sets forth estimated payments to our NEOs upon termination following a change in control. If a change in control occurs but their employment is not terminated, the CIC Plan provides a more limited value, as shown in the second chart below. The value of accelerated restricted stock equivalents reflects a stock price of $36.30 (the closing price of our common stock on September 30, 2021, the last trading day of our fiscal year). Stock market declines and vesting and forfeitures of unvested restricted stock equivalents since September 30, 2021 are not reflected in these valuations.

Name	Accelerated or Additional Benefits – Termination following Change in Control
	Cash Severance	Retirement Benefits	Restricted Stock Equivalents, Three-Year Performance Awards, Stock Option Awards	Benefits	Excise Tax Reduction	Total
Mr. Little	$7,600,000	$408,848	$7,915,086	$53,266	$0	$15,977,200
Mr. Sullivan	$2,911,000	$164,947	$2,528,423	$35,283	$(703,062) (1)	$4,936,591
Mr. O’Toole	$1,900,000	$109,316	$728,515	$12,262	$(309,004) (1)	$2,441,089
Ms. Iasenza	$1,710,000	$104,351	$1,757,446	$12,321	$(803,334) (1)	$2,780,784
Ms. Gaget	$859,901	$0	$879,184	$0	$0	$1,739,085

(1)
It was determined that a “golden parachute” excise tax would be due under the Code for Mr. Sullivan, Mr. O’Toole and Ms. Iasenza and, therefore, we reduced the aggregate amount of the payments that would be payable to an amount such that no excise tax would be due.

 | 2021 Proxy Statement 51

Name	Accelerated Awards Upon a Change in Control (No Termination of Employment)
	Restricted Stock Equivalents (time-based and performance-based) (1)
Mr. Little	$0
Mr. Sullivan	$0
Mr. O’Toole	$0
Ms. Iasenza	$0
Ms. Gaget	$15,473

(1)
This table shows the effects of single trigger awards granted in FY2018. Only Ms. Gaget has an award outstanding which will vest in FY2022.

Chief Executive Officer Pay Ratio Disclosure

As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the median total compensation of our employees and the total compensation of our Chief Executive Officer, Mr. Little.

We selected September 30, 2021, the last day of our fiscal year, as the determination date for identifying the median employee and base salary as our consistently applied compensation measure (“CACM”). Using this CACM, we identified all employees whose base salary was estimated to be within a narrow range of the median. We selected an individual from this group as our median employee. The median employee selected has a total compensation of $41,440, calculated in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K. The total compensation of our Chief Executive Officer was $8,104,026. As a result, our estimate of the ratio of CEO pay to the median employee pay is 196 to 1.

The above pay ratio may not be comparable to the pay ratio disclosed by our peer companies due to differences in the geographic distribution of the workforce and nature of the work performed and differences in the methodology, reasonable estimates and assumptions we employed compared to different organizations.

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EQUITY COMPENSATION PLAN INFORMATION

The following table gives information about our Company’s common stock that may be issued upon the exercise of options, warrants and rights under all our Company’s existing compensation plans as of September 30, 2021:

Plan Category	(1) Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights	(2) Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights	(3) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (1), and as Noted Below)
Equity compensation plans approved by security holders	2,820,126	$60.13	3,497,035
Equity compensation plans not approved by security holders	None	n/a	None
Total	2,820,126	$60.13	3,497,035

(1)
The number of securities to be issued upon exercise of outstanding options, warrants and rights shown above, as of September 30, 2021, includes 1,895,506 restricted stock equivalents which have been granted under the terms of our Company’s 2000 Incentive Stock Plan (pursuant to which no further equity awards may be made), our Company’s 2009 Stock Plan (pursuant to which no further equity awards may be made), and our A&R 2018 Plan, and 924,620 stock option awards which have been granted under the terms of the A&R 2018 Plan and the 2009 Stock Plan.

(2)
The weighted average exercise price does not take into account securities which will be issued upon conversion of outstanding restricted stock equivalents.

(3)
This number only reflects securities available under the A&R 2018 Plan. Under the terms of that plan, any awards other than options, phantom stock options or stock appreciation rights are to be counted against the reserve available for issuance in a 1.95 to 1 ratio.

 | 2021 Proxy Statement 53

STOCK OWNERSHIP INFORMATION

FIVE PERCENT OWNERS OF COMMON STOCK

The following table shows, as of September 30, 2021, the holdings of our Company’s common stock by any entity or person known to our Company to be the beneficial owner of more than 5% of the outstanding shares of our Company’s common stock.

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percent of Class Outstanding (1)
BlackRock, Inc. 55 East 52nd Street, New York, NY 10055	8,811,299 (2)	16.20%
The Vanguard Group 100 Vanguard Blvd., Malvern, PA 19355	5,977,555 (3)	11.01%
GAMCO Investors, Inc. One Corporate Center, Rye, NY 10580-1435	3,311,100 (4)	6.09%

(1)
On September 30, 2021, there were 54,369,714 shares of our Company’s common stock outstanding.

(2)
As reported in a statement on Schedule 13G filed with the SEC on April 12, 2021, BlackRock, Inc. and related entities reported, as of March 31, 2021, sole voting power over 8,653,448 shares, and sole dispositive power over 8,811,299 shares.

(3)
As reported in a statement on Schedule 13G filed with the SEC on April 12, 2021, The Vanguard Group and related entities reported, as of March 31, 2021, no sole voting power, shared voting power over 57,064 shares, sole dispositive power over 5,877,556 shares and shared dispositive power over 99,999 shares.

(4)
As reported in a statement on Schedule 13D filed with the SEC on July 20, 2020, GAMCO Investors, Inc. reported, as of July 17, 2020 that Gabelli Funds, LLC, a wholly-owned subsidiary of GAMCO Investors, Inc., is the beneficial owner of 1,250,459shares of our common stock with sole voting and dispositive power over those shares. GAMCO Asset Management Inc., a wholly-owned subsidiary of GAMCO Investors, Inc., is the beneficial owner of 2,037,591 shares of our common stock with sole voting power over 1,962,341 shares and sole dispositive power over 2,037,591 shares. GGCP, Inc., a wholly-owned subsidiary of GAMCO Investors, Inc., is the beneficial owner of 11,000 shares of our common stock with sole voting and dispositive power over those shares. Gabelli & Company Investment Advisers, Inc. is the beneficial owner of 1,600 shares of our common stock with sole voting and dispositive power over those shares. Mario J. Gabelli is the beneficial owner of 5,800 shares of our common stock with sole voting and dispositive power over those shares. MJG Associates, Inc. is the beneficial owner of 4,300 shares of our common stock with sole voting and dispositive power over those shares. Associated Capital Group, Inc. is the beneficial owner of 350 shares of our common stock with sole voting and dispositive power over those shares.

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OWNERSHIP BY DIRECTORS AND EXECUTIVE OFFICERS

The table below contains information regarding beneficial common stock ownership by our directors, NEOs, and directors and executive officers as a group as of November 29, 2021. It does not reflect any changes in ownership that may have occurred after that date. In general, “beneficial ownership” includes those shares a director or executive officer has the power to vote or transfer, as well as shares owned by immediate family members that reside with the director or officer. Unless otherwise indicated, directors and executive officers named in the table below have sole voting and investment power with respect to the shares set forth in the table and none of the stock included in the table is pledged. The table also indicates shares that may be obtained within 60 days upon the exercise of options, or upon the conversion of vested RSEs into shares of common stock.

Directors and Executive Officers	Shares Beneficially Owned	% of Shares Outstanding (1) (*denotes less than 1%)
Robert W. Black (2)	9,620	*
George R. Corbin (3)	9,620	*
Daniel J. Heinrich (4)	27,939	*
Carla C. Hendra (5)	6,731	*
John C. Hunter, III (6)	35,872	*
James C. Johnson (7)	17,905	*
Joseph D. O’Leary (8)	9,940	*
Rakesh Sachdev (9)	13,831	*
Swan Sit (10)	1,715	*
Gary K. Waring (11)	9,940	*
Rod R. Little (12)	265,874	*
Daniel J. Sullivan (13)	64,750	*
Eric F. O’Toole (14)	25,048	*
Marisa B. Iasenza (15)	57,734	*
Anne-Sophie Gaget (16)	19,232	*
All Executive Officers and Directors as a Group (18 persons)	751,011	*

(1)
The number of shares outstanding for purposes of this calculation was the number outstanding as of November 29, 2021 plus the number of shares which could be acquired upon the exercise of vested options, or options that vest within 60 days of that date, by the applicable officer or director, the conversion of vested RSEs as well as equivalents that vest within 60 days of that date and the number of stock equivalents held in the deferred compensation plan.

(2)
For Mr. Black: includes (i) 5,676 shares owned by Mr. Black; and (ii) 3,944 vested RSEs deferred until retirement from our Board. Does not include 3,799 unvested RSEs that will convert into shares of our common stock on February 3, 2022.

(3)
For Mr. Corbin: includes 9,620 shares owned by Mr. Corbin. Does not include 3,799 unvested RSEs that will convert into shares of our common stock on February 3, 2022.

(4)
For Mr. Heinrich: includes (i) 7,530 shares owned by Mr. Heinrich; (ii) 17,250 vested RSEs deferred until retirement from our Board; and (iii) 3,159 units held in the Deferred Compensation Plan. Does not include 3,799 unvested RSEs that will convert into shares of our common stock on February 3, 2022.

(5)
For Ms. Hendra: includes 6,731 vested RSEs deferred until retirement from our Board. Does not include 3,799 unvested RSEs that will convert into shares of our common stock on February 3, 2022.

(6)
For Mr. Hunter: includes (i) 6,603 shares owned by Mr. Hunter; (ii) 12,217 vested RSEs deferred until retirement from our Board; and (iii) 17,052 units held in the Deferred Compensation Plan. Does not include 3,799 unvested RSEs which will be deferred.

(7)
For Mr. Johnson: includes (i) 2,000 shares owned by Mr. Johnson; (ii) 15,733 vested RSEs deferred until retirement from our Board; and (iii) 172 units held in the Deferred Compensation Plan. Does not include 3,799 unvested RSEs which will be deferred.

(8)
For Mr. O’Leary: includes (i) 6,784 shares owned by Mr. O’Leary; and (ii) 3,156 vested RSEs deferred until retirement from our Board. Does not include 3,799 unvested RSEs that will convert into shares of our common stock on February 3, 2022.

 | 2021 Proxy Statement 55

(9)
For Mr. Sachdev: includes 13,831 vested RSEs deferred until retirement from our Board. Does not include 3,799 unvested RSEs which will be deferred.

(10)
For Ms. Sit: includes 1,715 shares owned by Ms. Sit. Does not include 3,292 and 3,799 unvested RSEs that will convert into shares of our common stock on September 2, 2023 and February 3, 2022, respectively.

(11)
For Mr. Waring: includes 9,940 vested RSEs deferred until retirement from our Board. Does not include 3,799 unvested RSEs which will be deferred.

(12)
For Mr. Little: includes (i) 133,512 shares owned by Mr. Little; and (ii) 132,362 vested but unexercised stock options. Does not include 85,380 unvested RSEs; 365,160 unvested PRSEs or 194,144 unvested stock options.

(13)
For Mr. Sullivan: includes (i) 39,898 shares owned by Mr. Sullivan; and (ii) 24,852 vested but unexercised stock options. Does not include 28,127 unvested RSEs; 105,425 unvested PRSEs; or 42,548 unvested stock options.

(14)
For Mr. O’Toole: includes (i) 19,237 shares owned by Mr. O’Toole; and (ii) 5,811 vested but unexercised stock options. Does not include 16,269 unvested RSEs; 29,201 unvested PRSEs; or 21,888 unvested stock options.

(15)
For Ms. Iasenza: includes (i) 36,467 shares owned by Ms. Iasenza; and (ii) 21,267 vested but unexercised stock options. Does not include 18,955 unvested RSEs; 68,335 unvested PRSEs; or 23,146 unvested stock options.

(16)
For Ms. Gaget: includes (i) 2,802 shares owned by Ms. Gaget; and (ii) 16,430 vested but unexercised stock options. Does not include 7,699 unvested RSEs; 24,724 unvested PRSEs; or 9,729 unvested stock options.

Section 16(a) Beneficial Ownership Reporting Compliance

To the best of our knowledge, all filings of stock ownership and changes in stock ownership by our directors and executive officers and beneficial owners of more than 10% of our stock, which are required by rules of the SEC, were made on a timely basis in fiscal 2021 with the exception of one Form 4 filing for Mr. O’Leary whose February 3, 2021 restricted stock equivalent award was reported on February 8, 2021, and one Form 4 filing for Mr. Hill whose January 6, 2021 dividend reinvestment shares were reported on January 12, 2021.

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ITEM 1. ELECTION OF DIRECTORS

Our Board currently consists of 11 members. All directors have been previously elected by our shareholders.

Ten directors will be elected at the Annual Meeting to serve for a one-year term expiring at our 2023 annual meeting of shareholders (“2023 Annual Meeting”). Daniel J. Heinrich, who has served as a director of our Company since 2012, has decided to retire from the Board and is not standing for re-election when his term expires on the eve of this year’s Annual Meeting. Following Mr. Heinrich’s retirement, the size of our Board will be reduced from 11 to 10 directors. Our Board has nominated Messrs. Black, Corbin, Hunter, Johnson, Little, O’Leary, Sachdev and Waring and Mss. Hendra and Sit for election as directors at this meeting. Each nominee is currently serving as a director and has consented to serve for the one-year term. Each nominee elected as a director will continue in office until his or her successor has been elected and qualified.

We do not know of any reason why any of the nominees for director named herein would be unable to serve; however, if any nominee is unable to serve as a director at the time of the Annual Meeting, your proxy may be voted for the election of another person our Board may nominate in his or her place, unless you indicate otherwise.

Vote Required. The affirmative vote of a majority of the voting power represented in person or by proxy and entitled to vote is required for the election of each director.

THE MEMBERS OF THE BOARD OF DIRECTORS

RECOMMEND A VOTE FOR THE ELECTION OF THE NOMINEES

Our Board adopted a director resignation policy on February 1, 2019, which requires that any director-nominee who receives a number of votes cast in favor of their election that is less than a majority of the number of votes cast either for or against their election at the relevant meeting will tender their resignation from our Board. The policy also requires that should our Board decide not to accept such resignation, the Board will publicly disclose a detailed explanation of their decision within 60 days of the date such resignation is tendered. The policy is set forth within our Company’s Corporate Governance Principles, which is available on our website, www.edgewell.com, click on “Investors,” then “Corporate Governance,” then “Corporate Governance Principles.” Information on our website does not constitute a part of this Proxy Statement.

 | 2021 Proxy Statement 57

ITEM 2. RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITOR

Our Audit Committee, in accordance with authority granted in its charter by our Board, appointed PricewaterhouseCoopers LLP as our Company’s independent auditor for the 2021 fiscal year. PWC has served as our independent auditor since 1999, and PWC has begun certain work related to the 2022 fiscal year audit as approved by the Audit Committee. Information on independent auditor fees for the last two fiscal years is set forth below. Our Board and the Audit Committee believe that the retention of PWC to serve as independent auditor is in the best interests of our Company and shareholders. In making this determination, our Board and the Audit Committee considered a number of factors, including:

• Audit Committee members’ assessment of PWC’s performance;

• Management’s assessment of PWC’s performance;

• PWC’s independence and integrity;

• PWC’s fees and the quality of services provided to Edgewell; and

• PWC’s global capabilities and knowledge of our global operations.

A representative of PWC will be present at the Annual Meeting and will have an opportunity to make a statement, if desired, as well as to respond to appropriate questions.

Although NYSE listing standards require that the Audit Committee be directly responsible for selecting and retaining the independent auditor, we are providing shareholders with the means to express their views on this matter. Although this vote will not be binding, in the event our shareholders fail to ratify the appointment of PWC, the Audit Committee will reconsider its appointment. Even if the appointment is ratified, the Audit Committee in its discretion may direct the appointment of a different independent auditing firm at any time during the year if the Audit Committee determines that such a change would be in the best interests of our Company and shareholders.

Vote Required. The affirmative vote of a majority of the voting power represented in person or by proxy and entitled to vote is required for ratification.

THE MEMBERS OF THE AUDIT COMMITTEE AND THE BOARD OF DIRECTORS

RECOMMEND A VOTE FOR RATIFICATION OF THE APPOINTMENT OF

PWC AS OUR INDEPENDENT AUDITOR FOR FISCAL YEAR 2022.

Audit Committee Pre-Approval Policy

The Audit Committee has a formal policy concerning approval of all services to be provided by our independent auditor, including audit, audit-related, tax and other services. The policy requires that all services the auditor may provide to us must be pre-approved by the Audit Committee. The chairman of the Audit Committee has the authority to pre-approve permitted services that require action between regular committee meetings, provided he reports to the committee at the next regular meeting. Early in each fiscal year, the Audit Committee approves the list of planned audit and non-audit services to be provided by the auditor during that year, as well as a budget estimating spending for such services for the fiscal year. Any proposed services exceeding the maximum fee levels set forth in that budget must receive specific pre-approval by the Audit Committee. The Audit Committee approved all services provided by PWC during fiscal 2021 and fiscal 2020.

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Services Provided by PricewaterhouseCoopers LLP

The following table discloses fees paid to PWC for the following professional services rendered during the last two fiscal years:

• Audit Fees—These are fees for professional services performed by PWC for the audit of our annual financial statements and internal control over financial reporting, review of financial statements included in our 10-Q filings, and audit services that are normally provided in connection with statutory and regulatory filings or engagements.

• Audit-Related Fees—These are fees for assurance and related services performed by PWC that are reasonably related to the performance of the audit or review of our financial statements. This includes: equity and debt offering related services; due diligence related to mergers and acquisitions; internal control reviews; attestations by PWC that are not required by statute or regulation; and consulting on financial accounting and reporting standards.

• Tax Fees—These are fees for professional services performed by PWC with respect to tax compliance, tax advice and tax planning. This includes: preparation of original and amended tax returns for Edgewell and our consolidated subsidiaries; refund claims; payment planning; and tax audit assistance.

Fees Paid to PricewaterhouseCoopers LLP (in thousands)
Type	FY 2020	FY 2021
Audit Fees	$2,918	$2,457
Audit-Related Fees	145	110
Tax Fees	171	106
Total Fees	$3,234	$2,673

 | 2021 Proxy Statement 59

ITEM 3. ADVISORY VOTE ON EXECUTIVE COMPENSATION

As required by Section 14A of the Exchange Act, we are asking our shareholders to provide non-binding advisory approval of the compensation of our named executive officers, as disclosed pursuant to the compensation disclosure rules of the SEC. We encourage shareholders to review the “Compensation Discussion and Analysis” for details regarding our executive compensation programs. Our shareholder advisory vote on executive compensation was approved by a significant majority of shareholders, with approximately 92% of the votes cast in favor of the advisory resolution at our 2021 Annual Meeting of Shareholders.

This vote is not intended to address any specific item of compensation, but rather the overall compensation of our NEOs and the philosophy, policies and practices that we use. We believe that our executive compensation program was designed appropriately and is working to ensure management’s interests are aligned with our shareholders’ interests. Our compensation programs are designed to enable and reinforce our Company’s overall business strategy by aligning pay with achievement of short and long term financial and strategic objectives, while providing a competitive level of compensation which is needed to recruit, retain and motivate talented executives critical to our success. For a more detailed discussion of our fiscal 2021 compensation program, see “Executive Compensation – Compensation Discussion and Analysis.”

In particular, during fiscal 2021, the Compensation Committee:

• Established a short-term performance incentive plan for fiscal 2021 for the NEOs that provided an annual cash bonus based upon satisfaction of performance targets measured under multiple metrics:

○ Adjusted Net Sales growth to reward top-line growth and strong operating performance;

○ Adjusted EBITDA to encourage the executives to deliver on bottom-line results; and

○ Adjusted Working Capital as a Percent of Net Sales to encourage improved management of working capital.

This short-term incentive program resulted in a combined weighted payout of 110% (see the section Short-Term Incentive Program – Annual Cash Bonus, Executive Officer Bonus Program for further information) of the target bonus amount for our executive officers based on outcomes under these performance metrics, reinforcing our pay-for-performance philosophy.

• Approved long-term incentive plan grants of performance-based and time-based RSEs and stock options. The PRSEs are subject to satisfaction of relative total shareholder return (“TSR”) performance targets for the three fiscal year period ending with our Company’s 2023 fiscal year. With over two-thirds of the value of the long-term incentive awards consisting of PRSEs and stock options, the Compensation Committee believes it has emphasized our compensation principle of ‘alignment with shareholder interests,’ with our executives’ long-term incentive compensation tied directly to successful Company performance and creating value for shareholders.

Our Board believes our Company’s overall compensation program and practices support the Company’s compensation philosophy and business strategy. Accordingly, the Board recommends a vote FOR the adoption of the following advisory resolution, which will be presented at the Annual Meeting:

RESOLVED, that the shareholders of Edgewell approve, on a non-binding advisory basis, the compensation of the named executive officers, as disclosed pursuant to the compensation disclosure rules of the SEC, including the Compensation Discussion and Analysis, the compensation tables and the accompanying footnotes and narratives.

Vote Required. The affirmative vote of a majority of the voting power represented in person or by proxy and entitled to vote is required for approval of the advisory vote on executive compensation.

THE MEMBERS OF THE BOARD OF DIRECTORS

RECOMMEND A VOTE FOR APPROVAL OF THE ADVISORY VOTE

ON EXECUTIVE COMPENSATION.

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PROXY STATEMENT—VOTING PROCEDURES & MEETING FAQS

YOUR VOTE IS VERY IMPORTANT

The Board is soliciting proxies to be used at the Annual Meeting. This Proxy Statement, the form of proxy and our 2021 Annual Report on Form 10-K will be available at www.proxyvote.com beginning on or about December 20, 2021. A Notice Regarding the Availability of Proxy Materials will be mailed to shareholders of record as of the Record Date, on or about December 20, 2021.

How to Receive Printed Materials

We have elected to take advantage of the SEC’s rule that allows us to furnish proxy materials to you online. We believe electronic delivery expedites shareholders’ receipt of materials, while lowering costs and reducing the environmental impact of our Annual Meeting by reducing printing and mailing of full sets of materials. On or about December 20, 2021, we will mail to many of our shareholders a Notice containing instructions on how to access our Proxy Statement and our 2021 Annual Report on Form 10-K online. If you received a Notice by mail, you will not receive a printed copy of the proxy materials unless you specifically request one. The Notice contains instructions on how to receive a paper copy of the materials.

Who Can Vote

Shareholders of Edgewell Personal Care Company (“Edgewell” or “Company”) common stock on November 29, 2021 may vote at the Annual Meeting and any adjournment or postponement thereof. On November 29, 2021, there were 54,514,316 shares of common stock outstanding. The shares of common stock held in our treasury will not be voted.

How You Can Vote

There are four voting methods for shareholders:

	Voting by MAIL. If you received a paper copy of the proxy materials, and if you choose to vote by mail, then complete a proxy card, date and sign it, and return it in the postage-paid envelope provided.
	Voting by TELEPHONE. You can vote your shares by telephone by calling 1-800-690-6903 and using the identification code indicated on the Notice Regarding the Availability of Proxy Materials or the proxy card mailed to you. Voting is available 24 hours a day, seven days a week.
	Voting by INTERNET. You can also vote via the Internet at www.proxyvote.com. Your identification code for Internet voting is on the Notice Regarding the Availability of Proxy Materials or the proxy card mailed to you, and voting is available 24 hours a day, seven days a week.
	Voting in PERSON at the Annual Meeting.

Votes submitted electronically over the Internet or by telephone must be received by 11:59 p.m. Eastern Time on February 3, 2022.

If your shares are held in the name of a bank, broker or other holder of record, you must obtain a proxy, executed in your favor, from the holder of record. In order to vote such shares otherwise, you must follow the instructions given to you by such bank, broker or other holder of shares. See “Beneficial Owners and Broker Non-Votes” below.

If you vote by telephone or via the Internet, you should not return a proxy card.

Who Counts the Votes

Broadridge Financial Solutions, Inc. (“Broadridge”) has been engaged as our independent agent to tabulate shareholder votes. If you are a shareholder of record, and you choose to vote over the internet prior to the Annual Meeting or by telephone, Broadridge will access and tabulate your votes electronically, and if you have requested and received proxy materials by mail or email and choose to sign and mail your proxy card, your executed proxy card will be returned directly to Broadridge for tabulation. If you hold your shares through a broker, your broker (or its agent for tabulating votes of shares held in “street name”) will return one proxy card to Broadridge on behalf of all its clients.

 | 2021 Proxy Statement 61

How You May Revoke or Change Your Vote

You can revoke your proxy at any time before it is voted at the Annual Meeting by:

• sending written notice of revocation to our Corporate Secretary;

• submitting another properly completed proxy by telephone, Internet or mail; or

• attending the Annual Meeting and voting your shares by ballot.

General Information on Voting

You are entitled to cast one vote for each share of common stock you own on the Record Date. If you are a shareholder of record and you do not submit a proxy or vote in person, no votes will be cast on your behalf on any of the items of business at the Annual Meeting. The presence at the meeting, in person or by proxy, of the holders of a majority of the shares of our common stock entitled to vote at the Annual Meeting is necessary to constitute a quorum.

The election of each director nominee, the ratification of our independent registered public accounting firm for fiscal year 2022 (“fiscal 2022”), and the approval of the executive compensation by non-binding vote, must be approved by a majority of the voting power represented at the Annual Meeting in person or by proxy and entitled to vote on the matter. Our Board adopted a director resignation policy on February 1, 2019, which policy will require that any director nominee who receives a number of votes cast in favor of their election that is less than a majority of the number of votes cast either for or against their election at the relevant meeting will tender their resignation from the Board. The policy also requires that if our Board decides not to accept such resignation, our Board will publicly disclose a detailed explanation of their decision within 60 days of the date such resignation is tendered. Shareholders do not have the right to vote cumulatively in electing directors. Shares represented by a proxy marked “against” or “abstain” on any matter will be considered present at the Annual Meeting for purposes of determining a quorum and for purposes of calculating the vote but will not be considered to have voted in favor of a director nominee. Therefore, any proxy marked “against” or “abstain” will have the effect of a vote against a nominee.

While the shareholder vote on executive compensation is advisory and not binding on our Company, our Board and the Compensation Committee of our Board, which is responsible for administering our executive compensation programs, are interested in the opinions expressed by our shareholders in their vote on this proposal and will consider the outcome of the votes when making future compensation decisions for our NEOs.

All shares for which proxies have been properly submitted—whether by telephone, Internet or mail—and not revoked, will be voted at the Annual Meeting in accordance with your instructions. If you sign a proxy card but do not give voting instructions, the shares represented by that proxy will be voted as recommended by our Board.

If any other matters are properly presented at the Annual Meeting for consideration, the persons named in your properly submitted proxy card will have the discretion to vote on those matters for you. As of the date of this Proxy Statement, no other matters have been raised for consideration at the Annual Meeting.

Beneficial Owners and Broker Non-Votes

If your shares are held by a bank, broker or other nominee, you are considered the “beneficial owner” of the shares, which are held in “street name.” If you hold your shares in street name, you can instruct the broker, bank or other nominee who is the shareholder of record how to vote these shares by using the voting instructions given to you by the broker, bank, or other nominee.

The broker, bank, or other nominee may vote the shares in the absence of your voting instructions only with regard to “routine” matters. The election of directors and the advisory vote on executive compensation are considered “non-routine” matters and, accordingly, if you do not instruct your broker, bank or other nominee how to vote in these matters, no votes will be cast on your behalf with respect to these matters.

Your broker, bank or other nominee does, however, have discretion to vote any uninstructed shares on the ratification of the appointment of our accounting firm. If the broker, bank or other nominee votes the uninstructed shares on the ratification of the accounting firm (either personally or by proxy), these shares may be considered as “present” for quorum purposes but will not be deemed voted on other matters and will be considered “broker non-votes” with respect to such other matters.

Such broker non-votes shall have no effect on the votes on election of directors or the advisory vote on executive compensation.

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ADDITIONAL INFORMATION

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Our Board has adopted a written policy regarding the review and approval or ratification of transactions involving our Company and our directors, nominees for directors, executive officers, immediate family members of these individuals, and shareholders owning 5% or more of our outstanding common stock, each of whom is referred to as a related party. The policy covers any related party transaction, arrangement or relationship where a related party has a direct or indirect material interest and the amount involved exceeds $100,000 in any calendar year. Under the policy, the Audit Committee of our Board is responsible for reviewing and approving, or ratifying, the material terms of any related party transactions. The committee is charged with determining whether the terms of the transaction are any less favorable than those generally available from unaffiliated third parties and determining the extent of the related party’s interest in the transaction.

In adopting the policy, our Board reviewed certain types of related party transactions described below and determined that they should be deemed to be pre-approved, even if the aggregate amount involved might exceed $100,000:

• officer or director compensation which would be required to be disclosed under Item 402 of the SEC’s compensation disclosure requirements, and expense reimbursements to these individuals in accordance with our policy;

• transactions with another company at which a related party serves as an employee, director, or holder of less than 10% of that company’s outstanding stock, if the aggregate amount involved does not exceed the greater of $1 million or 2% of that company’s consolidated gross revenues;

• charitable contributions to a charitable trust or organization for which a related party serves as an employee, officer or director, if the annual contributions by us do not exceed the greater of $100,000 or 2% of the organization’s total annual receipts;

• transactions in which all of our shareholders receive proportional benefits, the rates or charges involved are determined by competitive bids, the transaction involves obtaining services from a regulated entity at rates fixed by law, or the transaction involves bank services as a depositary of funds, transfer agent or registrar, or similar services.

Our legal department is primarily responsible for the development and implementation of processes and procedures to obtain information from our directors and executive officers with respect to related party transactions. During fiscal 2021, there were no transactions with executive officers, directors or their immediate family members which were in an amount in excess of $100,000, and in which any such person had a direct or indirect material interest.

OTHER BUSINESS

Our Board knows of no business which will be presented at the Annual Meeting other than that described above. Our bylaws provide that shareholders may nominate candidates for director or present a proposal or bring other business before an annual meeting only if they give timely written notice of the nomination or the matter to be brought not less than 90 days nor more than 120 days prior to the first anniversary of the prior year’s meeting, as described under “Shareholder Proposals for 2023 Annual Meeting.”

DELIVERY OF DOCUMENTS

Householding of Annual Meeting Materials. The SEC has approved a rule permitting the delivery of a single Notice Regarding the Availability of Proxy Materials and set of Proxy Statements and Annual Reports on Form 10-K (if paper copies of such documents have been delivered or requested), to any household at which two or more shareholders reside, unless we have received contrary instructions from one or more of the shareholders residing in such household. Each shareholder will continue to receive a separate proxy card. This procedure, referred to as “householding,” reduces the volume of duplicate information you receive, as well as our expenses. In order to take advantage of this opportunity, we will deliver only one copy of the Notice Regarding the Availability of Proxy Materials, and this Proxy Statement and related Annual Report on Form 10-K (if paper copies of such documents have been delivered or requested), to multiple shareholders who share an address, unless we receive contrary instructions from the impacted shareholders prior to the mailing date. If you prefer to receive separate copies of our Notice Regarding the Availability of Proxy Materials, our Proxy Statement or Annual Report on Form 10-K, either now or in the future, we will promptly deliver, upon your written or oral request submitted as set forth below, a separate copy of the Notice Regarding the Availability of Proxy Materials, Proxy Statement or Annual Report on Form 10-K, as applicable and as requested, to any shareholder at your address to which a single copy was delivered. If you and other shareholders in your household are currently receiving multiple copies of the Notice Regarding the Availability of Proxy Materials, and this Proxy

 | 2021 Proxy Statement 63

Statement and our Annual Report on Form 10-K (if paper copies of such documents have been delivered or requested), and would like only one copy to be sent to your household, upon your written or oral request, we will discontinue delivering multiple copies of such document(s) to your household and only deliver one copy. Notice should be given to the Corporate Secretary, Edgewell Personal Care Company, 6 Research Drive, Shelton, Connecticut 06484, Telephone No. (203) 944-5500.

SHAREHOLDER PROPOSALS FOR 2023 ANNUAL MEETING

Any proposals to be presented at the 2023 Annual Meeting of Shareholders (“2023 Annual Meeting”), which is expected to be held on February 3, 2023, must be received by our Company, directed to the attention of our Corporate Secretary, no later than August 24, 2022 in order to be included in our Company’s Proxy Statement and form of proxy for that meeting under Rule 14a-8 of the Exchange Act. Upon receipt of any proposal, our Company will determine whether or not to include the proposal in the Proxy Statement and proxy card in accordance with regulations governing the solicitation of proxies. The proposal must comply in all respects with the rules and regulations of the SEC.

In order for a shareholder to nominate a candidate for director under our bylaws, timely notice of the nomination must be received by us in advance of the meeting. Ordinarily, such notice must be received not less than 90, nor more than 120, days before the first anniversary of the prior year’s meeting. For the 2023 Annual Meeting, the notice would have to be received between October 6, 2022 and November 4, 2022. However, in the event that (i) no annual meeting is held in 2022, or (ii) the date of the 2023 Annual Meeting is more than 30 days before or more than 60 days after the first anniversary of the Annual Meeting, notice must be received no earlier than the 120th day prior to the date of the 2023 Annual Meeting and not later than the close of business on the later of the 90th day prior to the date of the 2023 Annual Meeting, or the seventh day following the day on which notice of the date of the meeting was mailed or on which public notice of the meeting was given. The notice of nomination must include, as to each person whom the shareholder proposes to nominate for election, information required by our bylaws, including:

• the nominee’s name, age, business and residential address;

• the nominee’s principal occupation for the previous five years;

• the nominee’s consent to being named as a nominee and to serving on our Board;

• the nominee’s “disclosable interests” as of the date of the notice (which information shall be supplemented by such person, if any, not later than ten days after the record date of the 2023 Annual Meeting to disclose such ownership as of the record date), which includes:

○ shares of common stock; options, warrants, convertible securities, stock appreciation rights, or similar rights with respect to our common stock; any proxy, contract, arrangement, understanding, or relationship conveying a right to vote common stock;

○ any short interest with respect to our common stock;

○ any derivative instruments held by a partnership in which the nominee has a partnership interest;

○ rights to any performance-related fee based on any increase or decrease in the value of our common stock or any related derivative instrument; and

• a description of all monetary or other material agreements, arrangements or understandings between the nominating shareholder and the nominee during the prior three years.

In addition, the nominating shareholder must provide their name and address and disclosable interests (as such term is described above). The shareholder must be present at the Annual Meeting of Shareholders at which the nomination is to be considered and must provide a completed questionnaire regarding the nominee’s background and qualification and compliance with our corporate governance, conflict of interest, and other pertinent policies and guidelines. To assist in the evaluation of shareholder-recommended candidates, the Corporate Governance Committee may request that the shareholder provide certain additional information required to be disclosed in our Company’s proxy statement under Regulation 14A of the Exchange Act.

In order for a shareholder to bring other business before a shareholder meeting, timely notice must be received by our Company during the same period as director nominations described above. Such notice must include a description of the proposed business and the reasons for the proposal, the name and address of the shareholder making the proposal, any financial or other interests of the shareholder in the proposal made, and the shareholder’s disclosable interests. These requirements are separate from the requirements a shareholder must meet to have a proposal included in our Company’s proxy statement.

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In each case, the notice must be given to our Corporate Secretary, whose address is Edgewell Personal Care Company, 6 Research Drive, Shelton, Connecticut 06484. A copy of our bylaws will be provided without charge upon written request to our Corporate Secretary.

	By order of the Board of Directors,
	Marisa Iasenza
December 20, 2021	Chief Legal Officer & Corporate Secretary

 | 2021 Proxy Statement 65

APPENDIX A

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

In the “Proxy Statement Summary” and in the “Compensation Discussion and Analysis,” our Company presents certain non-GAAP financial information. This non-GAAP information is provided as a supplement to, not as a substitute for, or as superior to, measures of financial performance prepared in accordance with GAAP. We use this non-GAAP information internally to make operating decisions and believe 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. This non-GAAP information is a component in determining management’s incentive compensation. Finally, the Company believes this information provides a higher degree of transparency. The following provides additional detail on the Company’s non-GAAP measures.

The following table presents a reconciliation of Net Earnings (Loss) and Net Earnings (Loss) per diluted share (“EPS”) to Adjusted Net Earnings and Adjusted EPS, a reconciliation of Net Sales to Adjusted Net Sales for fiscal 2021 and 2020, a reconciliation of Net Earnings to EBITDA and Adjusted EBITDA, all of which are non-GAAP measures, and Adjusted Working Capital metrics for the fourth and third quarters of fiscal 2021 and the fourth quarter of fiscal 2020, to improve comparability of results between periods.

The following provides additional detail on our Company’s Non-GAAP measures.

• Adjusted net earnings and adjusted earnings per share are defined as net earnings and diluted earnings per share excluding items such as restructuring charges, acquisition and integration costs, costs of early debt retirement, sun care reformulation costs, the related tax effects of these items, and the impact of the U.K. tax rate increase.

• Our Company analyzes our net sales on an organic basis to better measure the comparability of results between periods. Organic net sales exclude the impact of changes in foreign currency, acquisitions, and dispositions. This information is provided because these fluctuations can distort the underlying change in net sales either positively or negatively. For the year ended September 30, 2021, the impact of dispositions includes net sales activity for the Infant and Pet Care business, which was sold in December 2019. For the year ended September 30, 2021, the impact of acquisitions includes net sales activity for the Cremo acquisition, which was acquired on September 2, 2020.

• Adjusted EBITDA is defined as earnings before income taxes, interest expense, net, depreciation and amortization and excludes items such as restructuring charges, acquisition and integration costs, cost of early debt retirement, and sun care reformulation costs.

• Adjusted working capital is defined as receivables, less trade allowances in accrued liabilities, plus inventories, less accounts payable, and is calculated using an average of the trailing four-quarter end balances.

Basic earnings per share is based on the average number of common shares outstanding during the period. Diluted earnings per share is based on the weighted-average number of shares used for the basic earnings per share calculation, adjusted for the dilutive effect of share options and restricted stock equivalent awards.

	Year Ended September 30, 2021
(in millions, except per share data)	Net Earnings	Diluted EPS
Net Earnings and Diluted EPS - GAAP (Unaudited)	$117.0	$2.12
Restructuring and related costs (1)	30.1	0.55
Acquisition and integration costs (2)	8.4	0.15
Cost of early retirement of long-term debt	26.1	0.47
Sun Care reformulation costs	1.1	0.02
Income taxes (3)	(16.0)	(0.29)
Adjusted Net Earnings and Adjusted Diluted EPS - Non-GAAP	$166.7	$3.02
Weighted-average shares - Diluted		55.2

(1)
Includes pre-tax SG&A of $8.7 for the year ended September 30, 2021 associated with certain information technology enablement expenses and incentive and retention compensation expenses for Project Fuel. Additionally, includes pre-tax Cost of products sold (“COGS”) of $0.6 related to inventory write-offs associated with Project Fuel.

 | 2021 Proxy Statement A-1

(2)
Includes pre-tax SG&A of $7.1 related to acquisition and integration costs. Additionally, includes pre-tax COGS of $1.3 related to the valuation of acquired inventory.

(3)
Includes the impact of the U.K. rate increase totaling $0.3 in Income tax expense for fiscal 2021 in addition to the tax impact of the other adjustments to Net Earnings and Diluted EPS—GAAP.

The following table provides a reconciliation of net sales to adjusted net sales for fiscal 2021.

Net Sales - Total Company

	For the Year Ended September 30, 2021
Net sales	$2,087.3
Impact of currency versus plan	(19.0)
Adjusted Net Sales	$2,068.3

The Company reports financial results on a GAAP and adjusted basis. The table below is used to reconcile Net earnings to EBITDA and Adjusted EBITDA, which are Non-GAAP measures, to improve comparability of results between periods.

	For year ended September 30, 2021
Net earnings	$117.0
Income tax provision	29.0
Interest expense, net	67.8
Depreciation and amortization	87.1
EBITDA	$300.9
Restructuring and related costs	30.1
Acquisition and integration costs	8.4
Cost of early retirement of long-term debt	26.1
Sun Care reformulation costs	1.1
Adjusted EBITDA	$366.6

Adjusted working capital metrics for the fourth and third quarters of fiscal 2021 and the fourth quarter of fiscal 2020 are presented below.

	Q4 2021	Days (1)	Q3 2021	Days (1)	Q4 2020	Days (1)
Receivables, as reported	$165.0		$167.6		$182.5
Less: Trade allowance in accrued liabilities (2)	(30.2)		(29.3)		(26.4)
Receivables, adjusted	134.8	23	138.3	25	156.1	29
Inventories, as reported	349.0	112	341.1	113	336.2	115
Accounts payable, as reported	199.9	64	193.6	64	187.2	64
Average adjusted working capital (3)	$283.9		$285.8		$305.1
% of net sales (4)	13.6%		15.1%		15.6%

(1)
Days sales outstanding is calculated using net sales for the trailing four-quarter period. Days in inventory and days payable outstanding are calculated using cost of products sold for the trailing four-quarter period.

(2)
Trade allowances are recorded as a reduction of net sales per GAAP and reported in accrued expenses on the Condensed Consolidated Balance Sheets.

(3)
Adjusted working capital is defined as receivables (less trade allowance in accrued liabilities), plus inventories, less accounts payable. Average adjusted working capital is calculated using an average of the four-quarter end balances for each working capital component as of September 30, 2021, June 30, 2021 and September 30, 2020, respectively.

(4)
Average adjusted working capital divided by trailing four-quarter net sales.

A-2
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Edgewell Personal Care Company | 6 Research Drive, Shelton, CT 06484

www.edgewell.com |^©2021 Edgewell