Jeffrey Zerillo
Prestige Consumer HealthcareAbout Jeffrey Zerillo
Jeffrey Zerillo, age 64, is Executive Vice President, Operations at Prestige Consumer Healthcare (PBH). He joined PBH in April 2018 as Senior Vice President, Operations, following senior supply chain roles at Teva, Actavis/Allergan, Purdue Pharma, Tura L.P., and Instrumentation Laboratories; he holds a B.S. in Business Management – Production Operations from York College of Pennsylvania and an Executive Certificate from the Sloan School of Business . Under PBH’s operations leadership, the company delivered record FY2025 revenue of $1,138M, adjusted diluted EPS of $4.52, and ~$243M free cash flow; leverage fell to a record low 2.4x, with AIP tied to Net Sales and Adjusted EBITDA and paying at 98.6% of target for FY2025 . Over the SEC “Pay vs Performance” window, PBH’s TSR index rose from $120.17 (FY2021 base) to $234.29 (FY2025), outpacing its peer group index of $164.93 in FY2025 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Teva Pharmaceuticals | Vice President, Supply Chain Management, Americas | 2016–2018 | Led regional supply chain for Americas; experience managing complex pharma supply chains . |
| Actavis/Allergan | Senior roles in supply chain | 2014–2016 | Large-scale pharma supply chain operations . |
| Purdue Pharma | Operations/Supply Chain roles | 1995–2013 | Long-tenured leadership across pharma supply chain . |
| Tura L.P. | Operations role | 1994–1995 | Manufacturing/supply chain experience . |
| Instrumentation Laboratories | Operations role | 1988–1994 | Medical devices/biologics supply chain experience . |
External Roles
- No public company directorships disclosed in PBH’s proxy for Zerillo .
Fixed Compensation
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Base Salary ($) | $352,365 | $362,448 | $372,607 |
| Approved Base for FY2026 ($) | — | — | $381,000 (effective 4/1/2025) |
Performance Compensation
Annual Cash Incentive (AIP)
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Target Bonus (% of Salary) | 40% | 40% | 40% |
| Target Bonus ($) | $144,000 | $144,000 | $148,000 |
| AIP Metrics | Net Sales (50%); Adjusted EBITDA (50%) | Net Sales (50%); Adjusted EBITDA (50%) | Net Sales (50%); Adjusted EBITDA (50%) |
| Company Results | — | Net Sales $1,125.4M; Adj. EBITDA $373.9M | Net Sales $1,137.7M; Adj. EBITDA $374.5M |
| Company Payout (% of Target) | — | 88% | 98.6% |
| Individual Adjustment | — | 0% | 0% |
| Actual Payout ($) | — | $126,720 | $145,928 |
Notes: PBH defines AIP Adjusted EBITDA for plan purposes; thresholds and caps apply; individual factor can adjust +/-20% .
Long-Term Incentives (Equity)
| Grant/Plan | Vehicle | Metrics/Weighting | Performance Period | Vesting | Target/Actual |
|---|---|---|---|---|---|
| May 2024 Grant | PSUs | 3-yr Cumulative Net Sales (50%); Cumulative EBITDA (50%) | FY2024–FY2026 | Cliff vest at 3 years (0–200% payout) | Target 3,174; Max 6,348 |
| May 2024 Grant | RSUs | Service-based | N/A | Ratable over 3 years | 2,116 units; Grant FV $147,993 |
| May 2023 Grant | PSUs | 3-yr Cumulative Net Sales (50%); Cumulative EBITDA (50%) | FY2023–FY2025 | Cliff vest at 3 years (0–200%) | 3,499 unearned at 3/31/2025 |
| May 2023 Grant | RSUs | Service-based | N/A | Ratable over 3 years | 1,556 unvested at 3/31/2025 |
| May 2022 PSUs (Payout) | PSUs | Cumulative sales/EBITDA (50%/50%) | FY2023–FY2025 | Paid at end of period | Paid at 80.5% multiplier; 1,725 shares to Zerillo |
LTI mix for NEOs other than CEO: 60% PSUs, 40% RSUs; CEO at 75% PSUs, 25% RSUs .
Equity Ownership & Alignment
Beneficial Ownership (as of record date)
| Holder | Shares Beneficially Owned | % Outstanding |
|---|---|---|
| Jeffrey Zerillo | 63,107 | <1% (based on 49,233,437 shares) |
- Stock Ownership Guidelines: Other NEOs must hold ≥2x salary; all executives are compliant or within the 5-year transition period .
- Hedging/Pledging: Hedging prohibited; pledging limited per Insider Trading Policy; no Zerillo pledges disclosed .
Outstanding Awards (as of 3/31/2025)
| Instrument | Status/Detail | Quantity/Terms |
|---|---|---|
| RSUs | Unvested (5/7/2024 grant) | 2,116; vests 5/7/2025–2027 |
| RSUs | Unvested (5/2/2023 grant) | 1,556; vests through 2026 |
| RSUs | Unvested (5/2/2022 grant) | 714; fully vested 2023–2025 |
| PSUs | Unearned (5/7/2024 grant) | 3,174 target; eligible vest 5/7/2027 |
| PSUs | Unearned (5/2/2023 grant) | 3,499 target; eligible vest 5/2/2026 |
| Stock Options | Exercisable | 3,677 @ $54.47 (5/2/2032), 7,802 @ $44.33 (5/3/2031), 8,399 @ $39.98 (5/4/2030), 10,063 @ $30.56 (5/6/2029), 10,078 @ $29.46 (5/7/2028) |
Employment Terms
| Provision | Term |
|---|---|
| Role/Start | Appointed SVP, Operations in April 2018; currently EVP, Operations . |
| Plan Structure | Covered by Executive Severance Plan (ESP), Tier Two (not individual contract) . |
| Severance (no CoC) | 1x (salary + target bonus), prorated current-year AIP based on actual results, 12 months COBRA . |
| Severance (within 24 months post-CoC) | 2x (salary + target bonus) lump sum, prorated AIP based on actual results, 18 months COBRA, outplacement . |
| Restrictive Covenants | Non-compete and non-solicit for 12 months (Tier Two), confidentiality . |
| Equity Treatment (CoC) | Double-trigger: if awards assumed, full vest on qualifying termination within 24 months; if not assumed, vest on CoC . |
| Retirement (“Rule of 62”) | Pro-rata vesting; PSUs vest based on actual performance; 5+ yrs service and age+service ≥62 with notice . |
| Clawback | Recoupment of incentive-based comp for restatements per policy . |
| Gross-ups | No 280G excise tax gross-ups . |
| Deferral | Executives may elect equity deferral for LTIP awards (settlement deferred) . |
Quantified Potential Payments (as of 3/31/2025)
| Scenario | Estimated Total ($) |
|---|---|
| Termination without Cause / Resignation for Good Reason | $543,535 |
| Death/Disability | $1,192,818 |
| Qualifying Termination in Connection with Change in Control | $2,279,888 |
Compensation Structure Analysis
- Mix and Leverage: Zerillo’s FY2025 comp remained heavily at-risk: AIP tied 50% to Net Sales and 50% to Adjusted EBITDA (paid at 98.6% of target), and LTI delivered entirely in equity (60% PSUs, 40% RSUs) .
- Options to RSUs/PSUs: No options granted in 2024–2025 (shift to full RSU/PSU mix), lowering risk profile vs legacy option-heavy structures; existing options remain outstanding from earlier years .
- Year-over-Year Cash Outcomes: AIP payout improved from 88% in FY2024 to 98.6% in FY2025; individual adjustment was 0% both years .
- Salary Progression: FY2025 salary $372,607; FY2026 base approved at $381,000 (+3%) .
- Peer Benchmarking: PBH targets median of a defined peer set; 2025 peers include Amphastar, B&G Foods, Church & Dwight, Edgewell, Hain, Helen of Troy, Pacira, Primo Water (removed for 2026), Vista Outdoor (removed for 2026), USANA, Utz Brands, Corcept; 2026 refresh adds Spectrum Brands, BellRing Brands, Simply Good Foods .
Performance & Track Record
- Company Outcomes (FY2025): Record revenue $1,138M, adjusted diluted EPS $4.52, free cash flow ~ $243M; leverage fell to 2.4x (lowest in PBH history) .
- AIP Alignment: FY2025 Net Sales $1,137.7M and Adjusted EBITDA $374.5M drove a 98.6% AIP payout for NEOs, aligning pay with financial performance .
- Individual Execution (Ops): For FY2025, Zerillo was credited with minimizing supply disruption, improving customer service levels, delivering productivity/savings above target despite inflation, and advancing partner network capabilities—supportive of stable operating performance amid macro and supply constraints .
- TSR Context: PBH’s $100 TSR index rose to $234.29 by FY2025 (peer group $164.93), reflecting multi-year value creation over the SEC’s disclosure window .
Equity Ownership & Alignment Diagnostics
- Skin in the Game: Beneficial ownership 63,107 shares (<1%); robust stock ownership guidelines (2x salary for other NEOs) with compliance reported; policy prohibits hedging and limits pledging .
- Upcoming Vesting/Supply Overhang: Unvested RSUs (2,116 from 2024; 1,556 from 2023) vest ratably through 2027/2026; PSUs (2023/2024 grants) cliff-vest in 2026/2027 contingent on performance; 2022 PSU payout realized at 80.5% in FY2025 .
- Options Delta: Legacy in-the-money options could be exercised opportunistically; however, no new options granted in recent years, reducing incentive to monetize via option exercises relative to RSU/PSU settlements .
Say-on-Pay & Governance
- Say-on-Pay: 97% approval at 2024 annual meeting, indicating strong shareholder support for PBH’s compensation program .
- Best Practices: Double-trigger CoC vesting, clawback policy, no option repricing, no gross-ups, minimum vesting standards, and prohibited hedging .
Investment Implications
- Pay-for-Performance Alignment: AIP tied to Net Sales and Adjusted EBITDA with payouts tracking results (88% in FY2024, 98.6% in FY2025), and PSU metrics (3-year Net Sales/EBITDA) reinforce multi-year value creation; governance practices (no gross-ups, double-trigger) are shareholder-friendly .
- Retention & Overhang: Multi-year vesting of RSUs and PSUs, Rule-of-62 retirement treatment, and a 12-month non-compete/non-solicit (Tier Two) support retention; scheduled RSU vests and potential PSU payouts into 2026–2027 may create periodic liquidity events but are performance-gated for PSUs .
- Alignment/Insider Risk: Strong ownership guidelines with no disclosed pledging and hedging prohibitions reduce misalignment risks; absence of discretionary bonuses for Zerillo in FY2024–2025 is consistent with discipline .
- Execution Edge: Documented operations achievements (service levels, productivity gains, supplier network evolution) amid supply chain volatility indicate lower execution risk within Zerillo’s remit, underpinning stable cash flow generation central to PBH’s strategy .