John F. Kelly
Prestige Consumer HealthcareAbout John F. Kelly
Independent director of Prestige Consumer Healthcare (PBH); age 64; appointed to the Board in May 2024. Kelly retired from Pfizer in June 2022 after a 40-year career culminating as Vice President, Quality Operations and Environment, Health & Safety, serving on the Pfizer Global Supply Leadership Team and Pfizer PAC Board; he holds a Chemical Engineering degree from Worcester Polytechnic Institute and an MBA in Operations Management from Pace University . The Board determined he is independent under NYSE rules . Tenure on the PBH Board: since May 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pfizer Inc. | Vice President, Quality Operations and Environment, Health & Safety; member, Pfizer Global Supply Leadership Team and Pfizer PAC Board | Aug 1982 – Jun 2022 | Oversight of pharmaceutical and consumer product operations, manufacturing strategy, business development, quality and EHS |
| Zydus Cadila Oncology Private Limited (Pfizer JV) | Director; later Chair of the Board | Director: Dec 2015 – Mar 2019; Chair: Mar 2019 – Jun 2022 | Governance and oversight of a 50/50 oncology JV between Pfizer and Zydus Cadila |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Wakeman Boys & Girls Club | Chair, Board of Trustees | Current | Non-profit leadership |
| Worcester Polytechnic Institute | Member, Engineering Dean’s Advisory Board | Current | Academic advisory role |
| The Patterson Club (CT) | Board of Directors (past) | Prior | Community leadership |
| Fairfield College Preparatory School | Co-President, Fathers’ Club (past) | Prior | Community leadership |
Board Governance
- Committee memberships: Compensation & Talent Management Committee (CTMC) and Nominating & Corporate Governance (NCG); not a committee chair .
- Independence: Board majority is independent; Kelly is designated independent .
- Attendance and engagement: Board held five meetings in fiscal 2025; all directors attended ≥75% of Board and committee meetings; all directors attended the 2024 Annual Meeting .
- Executive sessions and evaluations: Regular executive sessions without management; annual Board/committee self-evaluations and continuous education encouraged .
- Committee activity levels (FY2025): CTMC met 5 times; NCG met 5 times; all committee members are independent .
Fixed Compensation
| Component | Amount/Terms | 2025 Actual (Kelly) |
|---|---|---|
| Annual cash retainer | $95,000 (paid quarterly); no meeting fees | $39,584 (partial year) |
| Equity – Restricted Stock Units (RSUs) | Annual grant valued at $150,000; vest one year from grant; settlement per director election (upon vesting or departure/death/disability) | 2 grants in FY2025: 555 RSUs (Aug 5, 2024; prorated $37,500 at $67.58) and 2,202 RSUs (Aug 6, 2024; $150,000 at $68.13); stock awards total $187,529 |
| Chair/Lead fees | Audit Chair $20k; CTMC Chair $20k; NCG Chair $15k; Lead Independent Director $30k | Not applicable (not a chair/lead) |
| Other | Reimbursement of out-of-pocket Board/committee expenses | Standard policy |
Director compensation program is set by the CTMC with advice from Compensation Advisory Partners (CAP); full peer review in Aug 2023 and expected again in Aug 2025; annual grant limits: ≤$600,000 per non-employee director (≤$900,000 for Chair/Lead) .
Performance Compensation
| Performance Linkage | Status | Notes |
|---|---|---|
| Performance-based director pay | None | PBH does not use performance metrics for non-employee director compensation; director equity is time-based RSUs vesting after one year; no options and no meeting fees |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None |
| Prior public company boards | None |
| Compensation committee interlocks | None; no CTMC member served as an officer of PBH and no cross-company interlocks involving PBH executives in 2025 |
Expertise & Qualifications
- Deep operations, quality assurance, and EHS expertise from a 40-year Pfizer career, including supply chain and manufacturing strategy experience .
- Governance experience via JV chair/director roles; non-profit and academic board service .
- Technical background: Chemical Engineering (WPI); MBA in Operations Management (Pace) .
Equity Ownership
| Item | Status/Amount |
|---|---|
| Beneficial ownership (common shares) | 0 shares; <1% of outstanding |
| RSUs held (as of Mar 31, 2025) | 2,757 RSUs; no stock options |
| Ownership guidelines | Non-employee directors must hold ≥5x annual retainer (currently $475,000) within 5 years of Board election; all directors and executives are compliant or within the five-year transition period |
| Hedging/pledging | Hedging prohibited; pledging limited per Insider Trading Policy |
Governance Assessment
- Board effectiveness: Kelly adds seasoned pharma operations, quality, and EHS oversight to PBH’s consumer health platform—skills aligned with Audit/NCG risk oversight and CTMC human capital responsibilities .
- Independence and conflicts: Independent; NCG oversees independence and conflicts; 2025 disclosure notes no related-party transactions requiring SEC disclosure and no CTMC interlocks—supportive of investor confidence .
- Engagement: Committee service on CTMC and NCG with regular meetings; overall director attendance ≥75%; reflects active oversight .
- Compensation alignment: Mix favors equity via time-based RSUs; no meeting fees; annual retainer modest; robust stock ownership guidelines help align incentives; CAP provides independent benchmarking .
- Shareholder signals: Strong say-on-pay support (97% in 2024), reinforcing broader confidence in compensation governance overseen by CTMC (committee includes Kelly) .
RED FLAGS
- Very low direct share ownership (0 shares) as of June 10, 2025; mitigated by RSU holdings and five-year window to meet the 5x retainer ownership guideline .
- No evident related-party or interlock concerns disclosed; policies and committee oversight reduce conflict risk .