William C. P’Pool
Senior Vice President, General Counsel and Corporate Secretary at 
Prestige Consumer Healthcare
Prestige Consumer HealthcareExecutive
About William C. P’Pool
William C. P’Pool, age 59, is Senior Vice President, General Counsel and Corporate Secretary of Prestige Consumer Healthcare (PBH), appointed in November 2016; he holds a B.S. in business from Murray State University and a J.D. from the University of Kentucky . PBH delivered record FY2025 revenue of $1,138M, adjusted diluted EPS of $4.52, and adjusted free cash flow of ~$243M, with a 5‑year revenue CAGR of +3.4%, underpinning pay-for-performance alignment for executives . Over 2021–2025, PBH’s pay-versus-performance disclosure shows net income of $214.6M and adjusted EBITDA of $374.5M in FY2025, with a $100 TSR benchmark growing to $234.29 vs. $164.93 for the peer group .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Prestige Consumer Healthcare | SVP, General Counsel & Corporate Secretary | 2016–present | Enterprise legal leadership; corporate governance; oversight of compliance and corporate responsibility roadmap |
| Mead Johnson Nutrition Company | SVP, General Counsel & Corporate Secretary (progressive roles) | 2004–2015 | Led global legal/compliance; supported branded consumer nutrition growth |
| Yum! Brands, Inc. | Senior Counsel & Director of Legal Services | 2001–2004 | Legal counsel for global consumer/retail operations |
| GrafTech International; Service Merchandise Company | Legal roles of increasing responsibility | 1991–2001 | Corporate legal, risk mitigation, commercial support |
Fixed Compensation
Multi-year compensation and fixed pay elements for P’Pool (all amounts USD):
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Base Salary | $516,314 | $532,321 | $548,638 |
| Target Bonus % of Salary (AIP) | 50% | 50% | 50% |
| Actual AIP Payout | $240,038 | $256,520 | $296,096 |
| Stock Awards (Grant-Date Fair Value) | $346,647 | $540,014 | $546,021 |
| Option Awards (Grant-Date Fair Value) | $173,324 | $0 | $0 |
FY2026 base salary approved at $562,000 (effective April 1, 2025) .
Performance Compensation
Annual Incentive Plan (AIP) and Long-Term Incentive Plan (LTIP) design and outcomes:
| Program | Metric | Weighting | FY2025 Target | FY2025 Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| AIP | Net Sales | 50% | Company-set target (undisclosed) | $1,137.7M | 98.6% company factor | Cash, paid post-audit |
| AIP | Adjusted AIP EBITDA | 50% | Company-set target (undisclosed) | $374.5M | 98.6% company factor | Cash, paid post-audit |
| AIP | Individual Adjustment (P’Pool) | — | — | — | +10% (added to company factor) | — |
| PSUs (May 2022 grant; FY2023–FY2025) | 3-yr Cumulative Net Sales | 50% | Set at grant | Achieved (80.5% total multiplier) | 80.5% overall PSU payout | Cliff vest at 3 years |
| PSUs (May 2022 grant; FY2023–FY2025) | 3-yr Cumulative EBITDA | 50% | Set at grant | Achieved (80.5% total multiplier) | 80.5% overall PSU payout | Cliff vest at 3 years |
| RSUs (service-based) | N/A | N/A | N/A | N/A | N/A | Vest ratably over 3 years |
PSU share distribution from the May 2022 grant: P’Pool received 2,562 shares at the 80.5% multiplier .
Equity Ownership & Alignment
Ownership, outstanding awards, and governance alignment:
- Beneficial ownership: 46,704 shares (<1% of outstanding; shares outstanding 49,233,437 as of June 10, 2025) .
- Stock ownership guidelines: Other NEOs (incl. P’Pool) must hold ≥2x annual salary; all directors/executives are compliant or within the 5‑year transition period .
- Hedging/pledging: Hedging is prohibited; pledging is limited under the Insider Trading Policy .
- Clawback: Company will recoup incentive compensation tied to restated financials per policy .
Outstanding equity detail at March 31, 2025:
| Instrument | Quantity | Key Terms | Market/Payout Value |
|---|---|---|---|
| RSUs (5/7/2024 grant) | 3,123 | Vest in equal thirds on 5/7/2025–2027 | $268,484 (@$85.97) |
| RSUs (5/2/2023 grant) | 2,333 | Vest in equal thirds on 5/2/2024–2026 | $200,568 |
| RSUs (5/2/2022 grant) | 1,061 | Vest in equal thirds on 5/2/2023–2025 | $91,214 |
| PSUs (5/2/2023 grant; eligible 5/2/2026) | 5,249 (assumed level) | Vest based on 3-yr adj. cumulative Net Sales & EBITDA | $451,257 |
| PSUs (5/7/2024 grant; eligible 5/7/2027) | 4,684 (assumed level) | Vest based on 3-yr adj. cumulative Net Sales & EBITDA | $402,683 |
| Stock Options (5/8/2017) | 6,333 @ $56.11; exp. 5/8/2027 | Vested in 3 equal installments | In-the-money value varies with price |
| Stock Options (5/3/2021) | 11,496 @ $44.33; exp. 5/3/2031 | Vested in 3 equal installments | In-the-money value varies |
| Stock Options (5/2/2022) | 5,463 exercisable; 2,732 unexercisable @ $54.47; exp. 5/2/2032 | Vested in 3 equal installments | In-the-money value varies |
2025 vesting activity: 9,213 shares vested for P’Pool (value realized $647,716); no option exercises in 2025 .
Vesting schedules and selling pressure indicators:
- RSUs: scheduled vestings each May (2025–2027) .
- PSUs: potential vest in May 2026 and May 2027 contingent on performance .
- Note: We attempted to retrieve P’Pool’s Form 4 transactions (insider trades) for 2024–2025; the insider-trades skill returned an authorization error, so current open-market selling activity could not be assessed via Form 4 at this time [insider-trades tool error].
Employment Terms
Executive Severance Plan (ESP) participation and protections:
| Provision | Pre-Change in Control | Post-Change in Control (within 24 months; double trigger) |
|---|---|---|
| Tier | Tier Two (includes P’Pool) | Tier Two (includes P’Pool) |
| Cash Severance | 1x (base salary + target AIP), paid over 12 months | 2x (base salary + target AIP), lump sum |
| Annual Incentive | Prorated AIP based on actual results | Prorated AIP based on actual results |
| COBRA | 12 months | 18 months |
| Outplacement | Not specified | Provided, suitable to position |
| Equity Acceleration | Committee discretion for death/disability/retirement; Rule of 62 policy for retirement vesting pro-rata | If awards not assumed → vest at change in control; if assumed → vest only upon qualifying termination (double trigger) |
| Restrictive Covenants | Confidentiality; non-compete & non-solicit (12 months for Tier Two) | Confidentiality; non-compete & non-solicit (12 months for Tier Two) |
| 280G Treatment | Cutback to avoid excise tax if economically favorable; no gross-ups |
Compensation Structure & Peer Benchmarking
- LTI mix: For NEOs other than CEO, LTIP target value allocated 60% PSUs and 40% RSUs (PSUs based on 3‑year cumulative Net Sales and EBITDA) .
- 2025 target LTIP award values: P’Pool $546,000 (up 1.1% YoY to align nearer to peer median) .
- 2025 peer group used for benchmarking includes Amphastar Pharmaceuticals, Church & Dwight, Edgewell, Hain Celestial, Helen of Troy, Pacira BioSciences, USANA Health Sciences, Utz Brands, among others; targets approximate median levels .
- Best practices: No option repricing, minimum vesting ≥1 year (5% carve-out), clawback, no single-trigger COC vesting if awards are assumed, no gross-ups, robust stock ownership guidelines, no hedging, and limits on pledging .
Performance & Track Record
- FY2025 achievements for P’Pool: +10% individual AIP adjustment for strong legal counsel to Board/senior management amid supply chain challenges, advancing a 3‑year corporate responsibility roadmap (including sustainability report), strengthening business conduct/compliance/control, and protecting legal interests .
- Company FY2025 operating performance: GAAP net income $214.6M; Adjusted AIP EBITDA $374.5M; organic revenue growth 1.2%; adjusted FCF ~$243.3M .
- FY2026 Q2 (Nov 2025) update: Adjusted EPS $1.07; H1 FCF ~$134M; leverage ~2.4x; ongoing share repurchases (1.6M shares for $110M in H1); plan to acquire Pillar Five ($100M) to secure sterile eye care supply and recover Clear Eyes shelf space; FY2026 adjusted EPS outlook $4.54–$4.58 .
Equity Ownership & Alignment Details
| Item | Detail |
|---|---|
| Ownership as % of outstanding | <1% (46,704 shares vs. 49,233,437 outstanding) |
| Ownership guidelines | Other NEOs ≥2x salary; compliance or within transition for all |
| Pledging/Hedging | Hedging prohibited; pledging limited |
| Upcoming vesting | RSUs through 2027; PSUs potentially in 2026 & 2027 |
Investment Implications
- Pay-for-performance alignment: P’Pool’s incentives are tightly linked to Net Sales and Adjusted EBITDA (AIP) and 3‑year cumulative Net Sales/EBITDA (PSUs), with 2025 company payout at 98.6% and an additional +10% individual uplift reflecting execution in legal/governance amid operational volatility .
- Retention and change-of-control: Tier Two severance (1x pre‑COC; 2x post‑COC, double trigger) plus PSU/RSU structures and Rule of 62 retirement vesting support retention while avoiding single-trigger windfalls; no gross-ups reduce shareholder risk .
- Insider selling pressure: 2025 vestings (9,213 shares; $647,716 realized) and scheduled RSU/PSU vesting through 2027 create potential supply; inability to fetch recent Form 4s limits current trade visibility—monitor upcoming vest dates and any Form 4 filings for signal strength .
- Alignment signals: Robust ownership guidelines, clawback, hedging prohibition, and lack of option repricing/gross-ups indicate strong governance discipline; beneficial ownership is modest (<1%), but multi-year equity awards and vesting schedules provide ongoing alignment with TSR and EBITDA growth targets .