Celeste A. Clark
Prestige Consumer HealthcareAbout Celeste A. Clark
Celeste A. Clark, Ph.D., age 72, has served on PBH’s board since February 2021. She earned a Ph.D. in Food Science and Nutrition from Michigan State University and was bestowed an honorary Ph.D. in Humanities in 2021, and is principal of Abraham Clark Consulting (since November 2011) and an adjunct professor at Michigan State University (since January 2012). Her 35-year career at Kellogg included roles as Senior Vice President, Global Policy & External Affairs and Chief Sustainability Officer; she was recognized as an NACD Director 100 in 2023. She currently chairs PBH’s Nominating & Corporate Governance Committee and sits on the Compensation & Talent Management Committee, and is an independent director under NYSE standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kellogg Company | Senior VP, Global Policy & External Affairs; Chief Sustainability Officer; member of Global Executive Management Team | ~35 years, retired 2011 | Led global health, nutrition, regulatory science; corporate communications, public affairs, philanthropy; sustainability leadership |
| Abraham Clark Consulting, LLC | Principal | Since Nov 2011 | Advises on nutrition/health policy, regulatory affairs, leadership development |
| Michigan State University | Adjunct Professor (Dept. of Food Science & Human Nutrition) | Since Jan 2012 | Academic engagement in nutrition/food science |
| W.K. Kellogg Foundation | Trustee | Current | Philanthropy governance |
External Roles
| Organization | Role | Tenure | Committee Roles |
|---|---|---|---|
| The Hain Celestial Group, Inc. | Director | Current | Nominating & Governance Committee Chair |
| Darling Ingredients Inc. | Director | Current | Sustainability Committee Chair |
| Wells Fargo & Company | Director | Current | Board member (2024 proxy noted Corporate Responsibility Committee Chair) |
| Prior Boards | Director | Prior | Mead Johnson Nutrition; Diamond Foods; AdvancePierre Foods; Omega Protein |
Board Governance
- Independence: The board determined Ms. Clark is independent under NYSE standards; all members of Audit & Finance, Compensation & Talent Management, and Nominating & Corporate Governance committees are independent.
- Committee assignments (PBH 2025): Nominating & Corporate Governance (Chair); Compensation & Talent Management (member).
- Meeting cadence: Board met five times in fiscal 2025; Compensation & Talent Management met five times in 2025; Nominating & Corporate Governance met five times in 2025.
- 2024 attendance: Each director attended ≥75% of meetings of the Board and committees on which they served; all directors attended the 2023 Annual Meeting; board met five times.
- 2025 attendance: Each director (including Clark) attended ≥75% of Board and committee meetings; all directors attended the 2024 Annual Meeting.
- Interlocks/insider participation: No compensation committee interlocks or insider participation requiring disclosure; no member was an officer/employee; none of PBH’s executives served on another entity’s board with reciprocal ties.
Fixed Compensation
| Component | 2024 Amount ($) | 2025 Amount ($) | Notes |
|---|---|---|---|
| Annual cash retainer | 95,000 | 95,000 | Effective Aug 1, 2023; paid quarterly |
| Committee chair fee (Nominating & Corporate Governance) | 15,000 | 15,000 | Additional annual fee for chair role |
| Total cash fees (Ms. Clark) | 107,083 | 110,000 | Reflects retainer plus chair fee and prorations |
Performance Compensation
| Metric | 2024 | 2025 | Terms |
|---|---|---|---|
| Annual RSU grant (grant date) | 2,295 RSUs on Aug 1, 2023 | 2,202 RSUs on Aug 6, 2024 | Grants sized to $150k; standard annual award |
| Grant date fair value | $150,000 | $150,022 | FASB ASC 718 valuation |
| Vesting | 1-year from grant date | 1-year from grant date | Continued board service through vesting |
| Settlement election | Upon vesting or earliest of death/disability/cessation of board service (other than death/disability), per prior election | Same | Deferral alternatives per plan |
| RSUs held as of March 31 | 9,234 (as of 3/31/2024) | 11,436 (as of 3/31/2025) | Outstanding under equity plans |
| Options | None held by directors as of 3/31/2024 | None held by directors as of 3/31/2025 | No option grants to directors |
PBH’s director equity is time-based RSUs; no performance metrics (TSR/EBITDA/etc.) are tied to director awards.
Other Directorships & Interlocks
| Company | Relationship to PBH | Potential Interlock/Conflict Notes |
|---|---|---|
| Hain Celestial | Adjacent CPG; not a direct OTC competitor | No related-party transactions disclosed; standard independence review by PBH Board. |
| Darling Ingredients | Ingredient/sustainability supplier ecosystem | No related-party transactions disclosed; PBH governance oversight addresses conflicts. |
| Wells Fargo | Financial services | No interlocks/insider participation on PBH comp committee; no related-party transactions disclosed. |
Expertise & Qualifications
- Deep expertise in nutrition, consumer products, public policy, risk management, governance, sustainability/ESG; senior executive experience at Kellogg and academic credentials in food science.
- Recognized NACD Director 100 (2023).
- Committee leadership experience across governance and sustainability at multiple public companies.
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Shares beneficially owned (as of June 10, 2025) | 9,234 shares; <1% of outstanding | Based on 49,233,437 shares outstanding; “* denotes less than one percent.” |
| RSUs outstanding | 11,436 (as of 3/31/2025) | Held under equity compensation plans. |
| Ownership guidelines | ≥5x annual cash retainer (currently $475,000) | All directors are in compliance. |
| Hedging/pledging policy | Strict no hedging; limited pledging allowed | Governance highlight; best-practice policies. |
Governance Assessment
- Board effectiveness: Clark’s dual role as Nominating & Corporate Governance Chair and member of Compensation & Talent Management enhances oversight of independence, conflicts, succession, and human capital; committees met five times in FY2025, indicating active engagement.
- Independence and attendance: Affirmed independent; ≥75% attendance; board held five meetings in FY2025—supports investor confidence in director engagement.
- Compensation alignment: Cash retainer increased to $95k effective Aug 1, 2023; N&G chair fee $15k; equity awards consistent at ~$150k RSUs with 1-year vesting—typical governance-aligned mix emphasizing equity ownership without performance metrics for directors.
- Conflicts/related-party exposure: No compensation committee interlocks or insider participation; no related-party transactions requiring disclosure in 2024; independence reviewed annually per NYSE standards.
- Risk indicators: No disclosed red flags (e.g., hedging/pledging violations, related-party deals, low attendance); overboarding policy caps at ≤4 other boards for non-employee directors—Clark’s three current public boards remain within policy.
Year-over-Year Director Compensation Mix (Ms. Clark)
| Metric | 2024 | 2025 |
|---|---|---|
| Cash ($) | 107,083 | 110,000 |
| Equity ($) | 150,000 | 150,022 |
| Total ($) | 257,083 | 260,022 |
PBH Committee Service and Meetings (FY2024–FY2025)
| Committee | Role (Clark) | FY2024 Meetings | FY2025 Meetings |
|---|---|---|---|
| Compensation & Talent Management | Member | 5 | 5 |
| Nominating & Corporate Governance | Chair | — | 5 |
Corporate governance highlights include annual director elections with majority-vote resignation policy, regular executive sessions, self-evaluations, and no overboarding.