Adel Mekhail
About Adel Mekhail
Adel Mekhail, age 64, is Executive Vice President, Marketing & Sales at Prestige Consumer Healthcare (PBH), appointed in May 2019; he holds a B.S. in Pharmaceutical Sciences from Tanta University (Egypt) and an MBA from RMIT University (Australia) . Company performance under PBH’s strategy includes FY2025 revenue of $1,137.8M, Adjusted EBITDA of $374.5M, and Adjusted Diluted EPS of $4.52, with a five‑year revenue CAGR of +3.4%; PBH’s FY2025 “value of $100 investment” TSR metric equals $234.29 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Edgewell Personal Care Company | Vice President, Americas | Apr 2017–Jul 2018 | Led Americas commercial execution; P&L and go‑to‑market leadership . |
| Edgewell Personal Care Company | VP & GM, Private Brands Group; VP, Latin America | Jul 2015–Apr 2017 | Private label strategy and LATAM expansion . |
| Energizer | Vice President, Asia Pacific; other marketing roles | Nov 2013–Jul 2015; 2003–2013 | Regional growth and multi‑brand marketing leadership . |
| Pfizer / Warner‑Lambert | Sales & marketing roles; relocated to U.S. in 2000 | 1996–2003 | Global consumer health experience; cross‑market execution . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Tanta University (Egypt) | B.S. Pharmaceutical Sciences | — | Technical foundation in pharma/healthcare . |
| RMIT University (Australia) | MBA | — | Executive management training . |
Fixed Compensation
| Metric | FY2023 | FY2024 | FY2025 | FY2026 (approved) |
|---|---|---|---|---|
| Base Salary ($) | $503,543 | $516,583 | $533,499 | $544,000 (effective Apr 1, 2025; 3% increase) |
| Target Bonus (% of Base) | — | — | 60% | — |
| Actual Bonus Paid ($) | $280,200 | $271,920 | $312,365 | — |
Notes:
- FY2025 AIP company performance payout was 98.6% of target; Mekhail’s individual adjustment was 0% .
Performance Compensation
Annual Incentive Plan (AIP) – FY2025
| Metric | Weighting | Target | Actual FY2025 | Payout Impact |
|---|---|---|---|---|
| Net Sales | 50% | Not disclosed | $1,137.7M | Contributed to 98.6% company payout . |
| Adjusted AIP EBITDA | 50% | Not disclosed | $374.5M | Contributed to 98.6% company payout . |
| Mekhail AIP Result | — | 60% of base = $316,800 | Company payout 98.6% of target | $312,365 actual bonus; no individual uplift . |
Mekhail’s FY2025 individual performance highlights: led North American performance amid supply chain/inflation headwinds, advanced e‑commerce growth, drove margin improvement, and launched new products; no individual bonus adjustment was applied .
Long‑Term Incentives (LTIs) – PSUs & RSUs
| Grant | Instrument | Target | Threshold | Max | Vesting | Performance Metrics |
|---|---|---|---|---|---|---|
| May 7, 2024 | PSUs | 4,530 sh | 2,265 sh | 9,060 sh | Eligible May 7, 2027 | 3‑yr cumulative Net Sales (50%) & EBITDA (50%) . |
| May 7, 2024 | RSUs | 3,020 sh | — | — | Ratable over 3 yrs (May 7, 2025/2026/2027) | Service‑based . |
| May 2, 2023 | PSUs | 5,006 sh (assumed level reported) | — | — | Eligible May 2, 2026 | 3‑yr cumulative Net Sales & EBITDA . |
| May 2, 2023 | RSUs | 2,225 sh | — | — | Ratable over 3 yrs (May 2, 2024/2025/2026) | Service‑based . |
| May 2, 2022 | PSUs | — | — | — | Paid out at 80.5% multiplier; 2,464 sh distributed to Mekhail | 3‑yr cumulative Net Sales & EBITDA . |
| May 2, 2022 | RSUs | 1,020 sh | — | — | Ratable over 3 yrs (May 2, 2023/2024/2025) | Service‑based . |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 18,001 shares; less than 1% of PBH outstanding (49,233,437 shares as of Jun 10, 2025) . |
| Options – Exercisable | 2,842 options at $54.47, expiring May 2, 2032 . |
| 2025 Option Exercise | 16,648 shares acquired on exercise; $616,177 value realized . |
| 2025 Stock Vested | 8,795 shares vested; $618,336 value realized . |
| Unvested RSUs (3/31/2025) | 3,020 sh (2024 grant; $259,629 mkt value); 2,225 sh (2023 grant; $191,283); 1,020 sh (2022 grant; $87,689) . |
| Unearned PSUs (3/31/2025) | 4,530 sh (2024 grant; $389,444 mkt value); 5,006 sh (2023 grant; $430,366) . |
| Ownership Guidelines | Other NEOs: ≥2x annual salary; retention of 50% net shares until compliant; all executives compliant or within 5‑year transition . |
| Hedging/Pledging | Hedging prohibited; pledging limited under Insider Trading Policy . |
| Equity Plan Practices | No single‑trigger vesting if awards are assumed; no option repricing; no dividends on unearned awards . |
Employment Terms
| Provision | Detail |
|---|---|
| Title/Start | EVP, Marketing & Sales; appointed May 2019 . |
| Severance Plan Tier | Tier Two participant . |
| Severance – no CoC | 1.0× (base + target bonus); prorated annual incentive; 12 months COBRA . |
| Severance – with CoC | 2.0× (base + target bonus) lump sum; prorated annual incentive; 18 months COBRA; outplacement . |
| Non‑compete | 12 months (Tier Two) . |
| Equity – CoC Treatment | If awards not assumed: vest at change in control; if assumed: double‑trigger vesting upon qualifying termination within 24 months . |
| Clawback | Recoup incentive compensation for 3 years pre‑restatement; per policy and listing rules . |
| Deferred Settlement | Senior executives may elect deferral of share settlement; vested but deferred shares count toward ownership . |
| Pension/Deferred Comp | No qualified pension or deferred compensation columns applicable; company footnote discloses 401(k) match . |
Potential Termination/CoC Payments (as of Mar 31, 2025):
- Termination without cause/good reason: $863,052 .
- Death/Disability: $1,711,003 .
- Qualifying termination in connection with CoC: $3,437,107 .
Compensation Structure Notes
- Mix shift away from options: Mekhail received option awards in 2023 but none in 2024–2025; LTIs delivered via PSUs/RSUs consistent with governance best practices .
- Say‑on‑Pay support: 97% approval at 2024 Annual Meeting .
- Peer benchmarking: CAP‑reviewed peer group used to target median pay; FY2025 peer list includes Church & Dwight, Edgewell, Hain Celestial, Amphastar, Utz, among others .
Investment Implications
- Alignment and retention: Significant equity mix (PSUs/RSUs) with 3‑year performance/service vesting, robust stock ownership guidelines, and clawback/anti‑hedging policies support pay‑for‑performance and reduce misalignment risk .
- Selling pressure watch: 2025 included 16,648 option exercises and 8,795 shares vesting for Mekhail, events that can add incremental float; monitor subsequent Form 4s for dispositions .
- Change‑of‑control economics: Double‑trigger vesting on assumed awards and 2.0× CoC severance (Tier Two) limit windfall risk while providing retention in strategic scenarios .
- Execution track record: Individual FY2025 assessment highlights e‑commerce growth, margin initiatives, and product launches; company delivered record revenue/Adjusted EPS and strong FCF amid supply chain headwinds, underpinning incentive payouts near target (98.6%) .