Ronald M. Lombardi
Prestige Consumer HealthcareAbout Ronald M. Lombardi
Ronald M. Lombardi, age 61, is Chair of the Board and President & CEO of Prestige Consumer Healthcare (PBH). He has served as CEO since June 2015 and as Chair since May 2017, after previously serving as PBH CFO from December 2010 to November 2015; he holds a B.S. from Springfield College, an MBA from American International College, and is a licensed CPA . PBH’s FY2025 performance under his leadership delivered record revenue of $1,138M, adjusted diluted EPS of $4.52, free cash flow of ~$243M, and year-end leverage of 2.4x (lowest in company history), with a 5-year revenue CAGR of 3.4%—measures directly tied to incentive plan metrics .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Prestige Consumer Healthcare | Chief Financial Officer | Dec 2010 – Nov 2015 | Built finance function; prepared capital allocation strategy ahead of CEO tenure . |
| Medtech Group Holdings | Chief Financial Officer | Oct 2010 – Dec 2010 | CFO of medical device components manufacturer . |
| Waterbury International Holdings | Chief Financial Officer | Oct 2009 – Oct 2010 | CFO of specialty chemical & pest control business . |
| Cannondale Sports Group | Chief Operating Officer | Aug 2008 – Oct 2009 | Operations leadership; manufacturing and supply chain oversight . |
| Cannondale Sports Group | SVP & Chief Financial Officer | Mar 2004 – Aug 2008 | Finance leadership in sporting goods/apparel . |
| Gerber Scientific | VP & CFO, Gerber Coburn Optical; Director FP&A | 2000 – 2004 | Financial leadership across optical division and corporate FP&A . |
| Emerson Electric; Scovill Fasteners; Go/Dan Industries | Various roles | Prior to 2000 | Early career experience in diversified industrials . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ACCO Brands Corporation | Director; Audit Committee Chair | Current | External audit leadership experience; enhances PBH governance perspective . |
Fixed Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary ($) | 1,002,322 | 1,002,632 | 1,003,564 |
| Target Bonus % of Salary | 115% (CEO AIP target) | 115% | 115% |
| Actual AIP Bonus Paid ($) | 934,000 | 1,012,000 | 1,134,000 |
| Stock Awards Grant-Date Fair Value ($) | 3,600,031 | 3,700,034 | 4,000,008 |
| Options Grant-Date Fair Value ($) | 0 | 0 | 0 |
| All Other Compensation ($) | 46,756 | 48,467 | 55,447 (401k match $15,525; corporate housing/physical $39,824) |
| Total Compensation ($) | 5,583,109 | 5,763,133 | 6,193,019 |
Performance Compensation
| Program | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual Incentive Plan (AIP) FY2025 | Net Sales | 50% | Not disclosed | $1,137.7M | 98.6% of target | Annual cash |
| Annual Incentive Plan (AIP) FY2025 | Adjusted AIP EBITDA | 50% | Not disclosed | $374.5M | 98.6% of target | Annual cash |
| Long-Term Incentive (FY2025 grants) | PSUs (Cumulative Net Sales) | 50% of PSU | 3-year targets | 3-year measurement | Earn 0–200% | Vest at 3 years |
| Long-Term Incentive (FY2025 grants) | PSUs (Cumulative EBITDA) | 50% of PSU | 3-year targets | 3-year measurement | Earn 0–200% | Vest at 3 years |
| PSU Payout (May 2022 grant; FY2023–FY2025) | Net Sales + EBITDA (50/50) | 100% PSU | 3-year targets | Achieved | 80.5% | 3-year, paid 5/5/2025 |
| FY2025 Equity Grants (CEO) | RSU grant (5/7/2024) | n/a | $1,000,002 | 14,298 RSUs | n/a | Ratably over 3 years |
| FY2025 Equity Grants (CEO) | PSU grant (5/7/2024) | n/a | $3,000,006 | Target 42,894 PSUs (max 85,788) | n/a | 3-year performance |
Notes:
- CEO LTI mix: 75% PSUs / 25% RSUs; other NEOs: 60% PSUs / 40% RSUs .
- No stock options granted to NEOs in 2024 or 2025 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 355,349 shares; <1% of outstanding (49,233,437 shares) |
| Stock Ownership Guidelines | CEO must hold ≥5x annual salary; counts include after-tax vested shares and portions of unvested cliff awards; CEO exceeds guideline by >5x holding requirement . |
| Hedging/Pledging | Hedging prohibited; pledging limited by Insider Trading Policy . |
| Vested vs Unvested (as of 3/31/2025) | Unvested RSUs: 14,298 (5/7/24), 9,990 (5/2/23), 5,508 (5/2/22); Unvested PSUs: 42,894 (5/7/24), 44,954 (5/2/23); Vested PSUs distributed from 5/2022 grant: 39,904 shares . |
| Market Value of Unvested Awards | RSUs $1,229,199 (14,298×$85.97), $858,840 (9,990×$85.97), $473,523 (5,508×$85.97); PSUs $3,687,597 (42,894×$85.97), $3,864,695 (44,954×$85.97); PSU (2022) value $3,430,547 (39,904×$85.97) . |
| Options | No outstanding options shown for CEO at FY-end; CEO exercised 93,112 options in FY2025 (value realized $2,328,740) . |
| FY2025 Stock Vesting | 102,240 shares vested (value realized $7,170,034) . |
Employment Terms
| Provision | CEO (Tier One) | Detail |
|---|---|---|
| Executive Severance Plan (pre-Change in Control) | 1.5× (salary + target bonus) | Paid over 12 months; plus prorated AIP and 12 months COBRA . |
| Executive Severance Plan (post-Change in Control) | 2.5× (salary + target bonus) | Lump sum; plus prorated AIP, 18 months COBRA, outplacement; double trigger required . |
| Equity Treatment on Change in Control | Assumed awards: double-trigger vesting; not assumed: vest at change . | |
| Retirement Vesting (“Rule of 62”) | Age + service ≥ 62 and ≥5 years service | Pro rata vesting; PSUs based on actual performance; 6 months notice required . |
| Clawback Policy | Yes | 3-year lookback for incentive-based comp upon restatement; recovery based on restated results . |
| Hedging/Pledging Policy | Hedging prohibited; pledging limited | Insider Trading Policy governs . |
| Non-Compete / Non-Solicit | 18 months (Tier One) | Required to receive severance benefits . |
| Potential Payments Snapshot (as of 3/31/2025) | Pre-CoC without cause/good reason: $3,250,401; Death/Disability: $14,375,302; Qualifying termination post-CoC: $19,784,170 | Assumes stock price $85.97; methodology detailed in proxy . |
Board Governance
- Board Service: Director since June 2015; Chair since May 2017; combined Chair/CEO structure balanced by Lead Independent Director (John E. Byom) and fully independent committees .
- Independence: 6 of 7 directors are independent; all members of Audit & Finance, Compensation & Talent Management, and Nominating & Corporate Governance are independent .
- Committees: Lombardi (as CEO/Chair) is not a member of Board committees; independent director leadership oversees Audit & Finance (Chair James C. D’Arecca), Compensation & Talent (Chair Dawn M. Zier), Nominating & Governance (Chair Celeste A. Clark) .
- Attendance: Board held five meetings in FY2025; all directors attended ≥75% of Board and committee meetings; all directors attended the 2024 Annual Meeting .
- Executive Sessions: Regular executive sessions without management .
Governance implications: Combined Chair/CEO is explicitly reviewed by the Board; Lead Independent Director approves agendas and meeting materials, presides at executive sessions, and evaluates CEO performance—mitigating independence concerns .
Director Compensation and Shareholder Signals
- Say-on-Pay: 97% approval at 2024 Annual Meeting, indicating strong shareholder support; compensation program emphasizes pay for performance .
- Compensation Best Practices: No single-trigger vesting; no option repricing; no 280G gross-ups; minimum vesting; clawbacks; robust ownership guidelines; no hedging; liberal share recycling prohibited .
Compensation Peer Group (Benchmarking)
- FY2025 Peer Group includes Amphastar Pharmaceuticals, B&G Foods, Church & Dwight, Energizer, Helen of Troy, USANA, Utz Brands, Pacira, Edgewell, Hain Celestial, Jazz Pharmaceuticals, Calavo Growers, Primo Water, Corcept Therapeutics; changes noted for 2026 planning (add Spectrum Brands, BellRing Brands, Simply Good Foods) .
Performance & Track Record
| Metric | FY2025 Result |
|---|---|
| Revenue | $1,138M |
| Adjusted Diluted EPS | $4.52 |
| Free Cash Flow | ~$243M |
| Leverage | 2.4x (lowest in company history) |
| 5-year Revenue CAGR | +3.4% |
Major achievements called out by Compensation Committee for CEO: navigating supply chain challenges, delivering >$240M cash flow, debt reduction below target leverage, customer service and cost improvements, advancing corporate responsibility (sustainability report) .
Equity Grant and Vesting Detail (CEO)
| Date | Type | Units | Fair Value ($) | Vesting |
|---|---|---|---|---|
| 5/7/2024 | RSU | 14,298 | 1,000,002 | 3-year ratable |
| 5/7/2024 | PSU (target) | 42,894 (max 85,788) | 3,000,006 | 3-year performance |
| 5/2/2022 | PSU (paid 5/5/2025) | 39,904 distributed | — | 80.5% multiplier for FY2023–FY2025 |
FY2025 Exercises/Vesting (liquidity indicators):
- Options exercised: 93,112 shares; value realized $2,328,740 .
- Stock vested: 102,240 shares; value realized $7,170,034 .
Investment Implications
- Pay-for-performance alignment is strong: CEO compensation is ~84% performance- or equity-linked, with PSU metrics tied to multi-year net sales and EBITDA; high 2024 say-on-pay support (97%) reduces governance overhang .
- Selling pressure risk: FY2025 option exercises and large stock vesting created potential supply; however, PBH’s deferral mechanism, stock ownership requirements, and clawback/hedging limits temper near-term selling incentives and align long-term interests .
- Retention and succession: Double-trigger CoC protection (2.5× salary+bonus) and Rule-of-62 vesting increase retention; Board elevated CFO/COO role and highlighted succession planning, suggesting moderate transition risk management .
- Governance: Combined Chair/CEO structure is mitigated by a robust Lead Independent Director role and fully independent committees; no single-trigger vesting, no repricing, and no gross-ups are positive shareholder-friendly features .
- Performance signaling: Record FY2025 revenue/EPS/FCF and lowest leverage underpin PSU payout at 80.5% for FY2023–FY2025, suggesting disciplined goal setting and credible execution, supportive for equity holders .