John E. Byom
Prestige Consumer HealthcareAbout John E. Byom
John E. Byom, age 71, is PBH’s Lead Independent Director and has served on the board since January 2006. He is the former CEO of Classic Provisions Inc. (2007–2019) and previously served 26 years at International Multifoods, including CFO (2000–2004), President of Multifoods Foodservice & Bakery Products (2004–2005), President of U.S. Manufacturing (1999–2000), and VP Finance & IT for North American Foods (1993–1999); he began as an internal auditor (1979–1981). He holds a B.A. in Accounting from Luther College .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| International Multifoods Corporation | CFO; VP Finance & IT (NA Foods); President U.S. Manufacturing; President Multifoods Foodservice & Bakery Products; Internal Auditor | 1979–2005 (CFO 2000–2004; President roles 1999–2000 and 2004–2005) | Senior finance and operating leadership across consumer foods |
| Classic Provisions Inc. | Chief Executive Officer | 2007–2019 | Led specialty foods distributor; retired after sale of business |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MGP Ingredients, Inc. | Director (prior public company) | Not disclosed | Prior directorship; no current public boards |
Board Governance
- Independence: Determined independent under NYSE rules; designated audit committee financial expert; financially literate .
- Roles: Lead Independent Director; member—Audit & Finance Committee and Compensation & Talent Management Committee .
- Lead Independent Director responsibilities include presiding over executive sessions, approving agendas/materials, shareholder outreach availability, and CEO performance evaluation support .
- Attendance: Board held five meetings in FY2025; all directors attended ≥75% of Board/committee meetings; all directors attended 2024 Annual Meeting .
- Committee activity: Audit & Finance met 5x; Compensation & Talent Management met 5x; all members independent .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $95,000 | Paid quarterly; increased by $5,000 vs. fiscal 2023 |
| Lead Independent Director fee | $30,000 | Additional annual fee |
| Committee chair fees | $0 | Not a chair (Audit chair is D’Arecca; Comp chair is Zier) |
| Meeting fees | $0 | No meeting fees payable |
| Total cash paid (FY2025) | $125,000 | As reported in director compensation table |
Performance Compensation
| Equity Element | Grant Date | Shares/Value | Vesting | Settlement Terms | Performance Metrics |
|---|---|---|---|---|---|
| Annual RSU grant | Aug 6, 2024 | 2,202 RSUs = $150,000 ÷ $68.13 (close) | 1-year cliff vest | Settlement upon vest or upon earlier of death/disability or end of board service, per election | None (service-based RSUs; directors do not receive PSUs/options) |
| Director equity program (policy) | Ongoing | Annual RSU valued at $150,000 | 1-year cliff vest | As above | No options; no meeting-fee equity; aggregate director comp cap $600k ($900k for Lead Director) |
Director Compensation Summary (FY2025)
| Name | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| John E. Byom | 125,000 | 150,022 | 275,022 |
Other Directorships & Interlocks
- Current public company boards: None .
- Prior public company board: MGP Ingredients, Inc. .
- Compensation Committee interlocks: None; no member (including Byom) was a Company officer or entered into transactions requiring SEC disclosure; no reciprocal board/committee interlocks with PBH executives .
Expertise & Qualifications
- Deep finance leadership (CFO; audit committee financial expert); consumer products and operations experience; board leadership as Lead Independent Director .
Equity Ownership
| Holder | Beneficial Shares | % of Outstanding | RSUs Outstanding (as of 3/31/2025) | Options |
|---|---|---|---|---|
| John E. Byom | 50,298 | <1% (based on 49,233,437 shares) | 52,500 RSUs | None (no director stock options outstanding) |
- Ownership guidelines: Non-employee directors must hold ≥5x annual cash retainer (currently $475,000); all directors in compliance .
- Hedging/pledging: Hedging prohibited and pledging limited; robust insider trading policy .
Insider Trades
| Date | Form | Transaction | Shares/Units | Price | Notes |
|---|---|---|---|---|---|
| Aug 6, 2024 | Form 4 | RSU grant (A) | 2,202 | $68.13 (reference price) | Annual director RSU grant valued at $150,000 |
| Aug 6, 2025 | Form 4 | Stock Award (Grant) | Not disclosed | — | Reported Form 4 filing (filing listing) |
| Aug 5, 2025 | Insider roster | Stock Award (Grant) | Not disclosed | — | Transaction summary feed |
Note: Proxy footnotes also disclose 2024/2025 RSU grant details and outstanding RSUs for directors as of March 31, 2025 .
Governance Assessment
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Strengths
- Independent Lead Director with clearly defined authority over agendas, materials, executive sessions, and shareholder engagement, enhancing oversight with combined Chair/CEO structure .
- Dual committee service (Audit & Finance; Compensation & Talent) and audit committee financial expert designation signal strong governance and financial oversight .
- High attendance and regular executive sessions support engaged, effective board process .
- Director pay structure balanced (cash + time-based RSUs), capped by plan limits; strong ownership guidelines with full compliance; no options for directors reduces risk-taking incentives .
-
Potential red flags or conflicts
- Related-party transactions: Company reports none requiring disclosure for FY2025; Related Persons Transaction Policy in place .
- Committee interlocks: None reported for FY2025 .
- Pay practices: No gross-ups; no single-trigger vesting; no option repricing—reduces shareholder-unfriendly risks .
- Hedging/pledging restricted per policy; no pledging disclosures for Byom .
Overall, Byom’s long tenure, finance background, and Lead Independent Director role suggest high board effectiveness with limited conflict risk, supported by robust governance policies and transparent director compensation. The ownership guideline compliance and absence of related-party exposure or pay red flags are positive for investor confidence .