Dawn M. Zier
Prestige Consumer HealthcareAbout Dawn M. Zier
Independent director of Prestige Consumer Healthcare (PBH) since May 2020; age 60. Zier chairs the Compensation & Talent Management Committee, serves on the Audit & Finance Committee, and is designated an “audit committee financial expert.” She holds an MBA and an MS in Engineering from MIT, earned a Harvard Business School Corporate Director Certification (2020), and completed MIT’s “AI: Implications for Business Strategy” certificate (Mar-2025). Career highlights include President & CEO of Nutrisystem (2012–2019) and President & COO/Director at Tivity Health through Dec-2019. Currently Board Chair at The Hain Celestial Group.
Past Roles
| Organization | Role | Tenure/Timing | Committees/Impact |
|---|---|---|---|
| Nutrisystem | President & CEO; Director | Nov 2012 – Mar 2019 (acquired by Tivity) | Led digital/marketing acceleration; strategic transformation |
| Tivity Health | President & COO; Director | Joined post-acquisition; through Dec 2019 | Led integration following Nutrisystem acquisition |
| Reader’s Digest (Trusted Media Brands) | Multiple executive roles: President International; Europe; Global Consumer Marketing; North America Consumer Marketing | 2005–2012 | Global media/data marketing operating leadership |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| The Hain Celestial Group, Inc. | Board Chair | Current | Better-for-you CPG products company |
| Aurora Business Consulting, LLC | Principal | Since Feb 2020 | Advises on transformation, digital/marketing, high-performance teams |
| The ExCo Group | Executive mentor/advisor to Fortune 500 leaders | Current | Leadership development/advisory |
| Spirit Airlines, Inc. | Director | Prior | Former public company board service |
| Purple Innovation, Inc. | Director | Prior | Former public company board service |
| Tivity Health, Inc. | Director | Prior | Former public company board service |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | PBH board determined Zier is independent under NYSE rules; also independent for Compensation Committee and Audit & Finance Committee purposes; designated an “audit committee financial expert” and financially literate |
| Committee assignments | Compensation & Talent Management Committee (Chair); Audit & Finance Committee (Member) |
| Committee meetings FY2025 | Compensation & Talent Management met 5x in 2025; Audit & Finance met 5x in 2025 |
| Attendance | Each director attended ≥75% of Board/committee meetings; all directors attended the 2024 Annual Meeting |
| Executive sessions | Regularly scheduled Board and committee meetings provide time for sessions without management |
| Lead independent director | John E. Byom; strong LID role with responsibilities for agenda, information flow, executive sessions, and shareholder communication |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee director) | $95,000 | Effective Aug 1, 2023; +$5,000 vs FY2023; paid quarterly |
| Committee chair fee – Compensation & Talent | $20,000 | Applies to Zier as Chair |
| Committee chair fee – Audit & Finance | $20,000 | Not applicable to Zier (member only) |
| Committee chair fee – Nominating & Governance | $15,000 | Not applicable to Zier |
| Lead Independent Director fee | $30,000 | Not applicable to Zier |
| Meeting fees | $0 | No meeting fees; expense reimbursement only |
Director compensation paid in FY2025 (PBH fiscal year ended Mar 31, 2025):
| Name | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Dawn M. Zier | 115,000 | 150,022 | 265,022 |
| Notes | Stock awards reflect grant-date fair value (ASC 718) | ||
| Source | |||
| 115,000 | 150,022 | 265,022 |
Mix and trend: Cash ~$115k vs equity ~$150k implies ~43% cash / 57% equity for Zier in FY2025; program reviewed by independent consultant CAP (biennially; last Aug-2023; next Aug-2025). No meeting fees. Annual equity grant sized at $150k.
Performance Compensation
| Equity Award | Grant Date | Units/Value | Vesting | Settlement | Notes |
|---|---|---|---|---|---|
| RSU (annual director grant) | Aug 6, 2024 | 2,202 RSUs; $150,000 value divided by $68.13 close | 1-year cliff vest from grant date | At prior election: upon vest or upon earliest of death, disability, or cessation of board service (other than death/disability) | Time-based only; no options granted to directors |
| Outstanding RSUs (as of Mar 31, 2025) | — | 14,439 RSUs | Various prior grants | Deferred/settlement per election | None of the directors held stock options as of Mar 31, 2025 |
Program features and safeguards:
- No hedging; pledging limited by policy. Clawback policy applies to awards to the extent required by law and listing rules. No single-trigger vesting if awards are assumed in a change-in-control (double-trigger standard). No option repricing without shareholder approval; no evergreen; minimum 1-year vesting (with 5% pool exception); no dividends on unearned awards.
Performance metrics: Director equity is time-based RSUs only (no performance conditions for directors). Executive PSU metrics disclosed for NEOs (cumulative sales and EBITDA), but do not apply to non-employee directors.
Other Directorships & Interlocks
| Company | Role | Status | Potential Interlock/Conflict Notes |
|---|---|---|---|
| The Hain Celestial Group, Inc. | Board Chair | Current | PBH discloses no related-party transactions requiring SEC disclosure in FY2025; committees are fully independent. “No hedging” policy and related-person transaction policy in place. |
| Spirit Airlines, Inc. | Director | Prior | Former service; no current PBH-related transactions disclosed |
| Purple Innovation, Inc. | Director | Prior | Former service; no current PBH-related transactions disclosed |
| Tivity Health, Inc. | Director | Prior | Former service; no current PBH-related transactions disclosed |
PBH Compensation Committee interlocks: None; no member served as an officer/employee; no insider participation; no cross-compensation committee interlocks with other companies’ executives in 2025.
Expertise & Qualifications
- Independent director; Audit & Finance Committee member; designated “audit committee financial expert” and financially literate.
- Consumer products and marketing operator: ex-CEO Nutrisystem; broad international/operator roles at Reader’s Digest.
- Board leadership: current Board Chair at Hain Celestial.
- Education and governance credentials: MBA & MS Engineering (MIT); Harvard Corporate Director Certification (2020); MIT AI certificate (Mar-2025); NACD Director 100 (2022).
Equity Ownership
| Item | Value | Date/Notes |
|---|---|---|
| Shares beneficially owned | 12,237 | As of Jun 10, 2025; <1% of outstanding (49,233,437 shares) |
| RSUs outstanding | 14,439 | As of Mar 31, 2025 |
| Stock options | 0 | No stock options held by directors as of Mar 31, 2025 |
| Pledged shares | None disclosed | PBH policy prohibits hedging and limits pledging |
| Ownership guidelines | 5x annual retainer ($475,000) for directors; all directors in compliance or within 5-year phase-in; retain 50% of net after-tax shares until compliant |
Governance Assessment
- Strengths: Independent director; chairs Compensation & Talent Management; designated audit committee financial expert; strong attendance; robust governance architecture (no hedging, double-trigger CIC, clawback, no option repricing) support investor alignment.
- Alignment: Director pay mix skews to equity (time-based RSUs) with meaningful stock ownership guidelines (5x retainer) and compliance, plus prohibition on hedging and restrictions on pledging.
- Oversight quality: Independent compensation consultant (CAP) engaged biennially; no compensation committee interlocks. Strong LID structure and regular executive sessions.
- Shareholder sentiment: Say-on-pay support ~97% in 2024, indicating favorable investor view of compensation practices.
- Red flags and conflicts: PBH reports no related-party transactions requiring disclosure; no family relationships among directors/executives; non-employee director overboarding limited to ≤4 other public boards—Zier’s current roles appear within policy.