You are cordially invited to attend the Annual Meeting of Shareholders of Edgewell Personal Care Company to be held on February 4, 2022 at 8:30 a.m. Eastern Time at the Hyatt Regency Coconut Point, 5001 Coconut Road, Bonita Springs, Florida.

Despite a year that was filled with immense volatility and uncertainty due to COVID-19 restrictions, on-going cost headwinds and supply chain issues, Edgewell pressed forward with an aggressive set of objectives and launched a new growth strategy. Throughout the year, we made significant progress executing on our long-term strategic priorities of transforming into a growing, sustainable and consumer-centric Personal Care company that is focused on driving stable topline growth and predictable cash generation while delivering a meaningful total shareholder return.

We are very pleased to report that we are tracking well against our objectives and as a result, Net Sales increased 7.1% compared to the prior year as we benefited from improving consumption across all categories, as well as strong execution and growth in Sun Care, Women’s Shave and Men’s Grooming. For the year, adjusted operating profit increased 7.7%, adjusted EPS increased 10.9% and adjusted EBITDA increased 7.4%, as Project Fuel savings combined with improved revenue and overhead cost management helped mitigate tremendous inflationary pressures that increased as the year progressed.

In addition to our strong performance, we continue to take a disciplined and balanced approach to capital allocation. We are committed to delivering improved returns to our shareholders via our dividend and share buyback program. Our balance sheet fundamentals remain strong with ample liquidity through free cash flow, cash on hand and our revolver capacity. We have also been disciplined in our debt management and finished off the year with a modest net leverage ratio of 2.1x.

Our organization continued to advance on the strategic priorities we outlined during our investor day last year. Since then, we have made meaningful investments in our brands and products, with increases in A&P, R&D and Capex, and have incrementally invested in our innovation roadmap, both near- and longer-term. With these investments, we have increased our ability to better tailor our solutions to meet the needs of our valued customers. On the digital and e-commerce side, we continued to drive increased engagement and activation, and expanded our resources and capabilities. We also completed Project Fuel, a multi-year initiative to fund growth transformation and margin expansion. The program generated $68 million in gross savings this year alone and generated cumulative gross savings of $280 million for the full project, which is a significant increase from the initial target of $225 million we set in 2018. Efficiency and continuous improvement remain core to our business strategy and have helped to mitigate the cost headwinds we continued to face. We are pleased with the progress we have made.

At Edgewell, sustainability means constantly evolving to have a meaningful impact on society and our environment. Over the last year, we have continued to elevate our commitments across our brands, our people and communities as well as our operations and supply chain. In June 2021, we released our fiscal 2020 Sustainability Report, titled Never. Stop. Caring., which details the progress we have made over the last year in priority areas such as: sustainable products and packaging; innovating with alternative materials; ingredient stewardship and transparency; ethical and responsible sourcing; more actively addressing inequities; and promoting a more diverse and inclusive workforce, among others. As we look to transform our business over the next decade and execute against our Sustainable Care 2030 strategy, sustainability will become an ever-more important driver of our performance, providing the lens through which we will grow our business in a responsible way.

In June 2020, we rolled out our new Purpose, Values and Behaviors (PVB), which reflect our unique vision of fostering an authentic, empathic and ethical working environment, and an atmosphere of collaboration where our nearly 6,000 team members across more than 20 countries are encouraged to bring their best and authentic selves to work. We are pleased to have made significant progress on our continuing journey of transformation, investing more than ever in attracting and retaining a diverse range of people and committing to ensuring that our company reflects the diversity of the world in which we live and the consumers we serve.

In Fiscal 2021, our team demonstrated remarkable resilience and dedication as we continued to transform our company, making strategic investments to foster growth and strengthen our competitive position in the market. As we look towards 2022, Daniel Heinrich is leaving the Board after nearly 10 years of service. Dan was instrumental in overseeing our Company’s successful implementation of a number of key strategic priorities. On behalf of the entire Board, we thank Dan for his invaluable service and many contributions, and we wish him well.

We are confident that we have the right team in place, and we continue to remain optimistic about Edgewell’s growth prospects for the upcoming fiscal year. We are fully committed to executing on our strategic agenda and to delivering value to our customers and to you, our shareholders.

On behalf of our Board, we thank you for your share ownership and for your continued support of the Company.

The 2022 Annual Meeting of Shareholders of Edgewell Personal Care Company (the “Annual Meeting”) will be held at 8:30 a.m. Eastern Time on Friday, February 4, 2022 at the Hyatt Regency Coconut Point, 5001 Coconut Road, Bonita Springs, Florida.

The purpose of the meeting is:

Important Notice Regarding the Internet Availability of Proxy Materials for the Annual Meeting. We are mailing to many of our shareholders a notice of availability over the Internet of the proxy materials, rather than mailing the proxy materials. The notice of availability contains instructions on how to access our proxy materials on the Internet, as well as instructions on obtaining a paper copy. All shareholders who do not receive such a notice of availability, and any shareholders who request to receive a paper copy of the proxy materials, will receive a full set of paper proxy materials by U.S. mail. This process will reduce our costs to print and distribute our proxy materials.

You may vote if you were a shareholder of record on November 29, 2021. It is important that your shares be represented and voted at the Annual Meeting. Please vote in one of the following ways:

This Notice, the Proxy Statement, and our 2021 Annual Report on Form 10-K have also been posted at www.proxyvote.com.

This proxy statement (the “Proxy Statement”) and accompanying proxy materials are being furnished to the shareholders of Edgewell Personal Care Company, a Missouri corporation (the “Company” or “Edgewell”), in connection with the solicitation of proxies by the Board of the Company for use at the 2022 Annual Meeting of Shareholders, and at any adjournment or postponement thereof (the “Annual Meeting”), for the purposes set forth in the Notice of the Annual Meeting of Shareholders. This summary highlights information contained elsewhere in this Proxy Statement and in the Company’s Annual Report on Form 10-K for the year ended September 30, 2021. For more complete information about these topics, please review the Company’s complete Proxy Statement and Annual Report on Form 10-K. Please also see the Proxy Statement – Voting Procedures & Meeting FAQs section for important information about proxy materials, voting, and attendance at the Annual Meeting. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting.

Please review the following information about the nominees, who are all standing for election at this meeting for a term expiring at the 2023 Annual Meeting.

Our Board oversees the management and affairs of our Company, as provided by Missouri law, and conducts its business through its meetings and its four standing committees: Audit Committee, Compensation Committee, Corporate Governance Committee and Finance Committee. In addition, from time to time, other committees may be established under the Board’s direction when necessary or advisable to address specific issues.

Each of the standing committees operates under a charter that was approved by our Board, copies of which are available on our website at www.edgewell.com, click on “Investors,” then “Corporate Governance” and select the Charter you wish to review.

Copies of the committee charters, the Corporate Governance Principles and the codes of conduct will be provided, without charge, to any shareholder upon request directed in writing to our Corporate Secretary, Edgewell Personal Care Company, 6 Research Drive, Shelton, Connecticut 06484.

Set forth below is the current membership and descriptions of each of the standing committees, with the number of meetings held during the fiscal year ended September 30, 2021 in parentheses:

During fiscal 2021, all directors attended 75% or more of our Board meetings and meetings of the committees on which they served at the time of their period of service. Under our Corporate Governance Principles, each director is highly encouraged to attend our annual meeting of shareholders each year. All directors in office during the 2021 Annual Meeting of Shareholders attended the meeting.

Our Board, acting both directly and through its committees, is actively involved in oversight of the significant risks affecting our business. The risk oversight activities of our Board and committees are informed by our management’s risk assessment and risk management processes. Our Board’s role in risk oversight is consistent with our Company’s leadership structure, with management having day-to-day responsibility for assessing and managing our Company’s risk exposure and our Board and its committees providing oversight in connection with those efforts, with particular focus on the most significant risks facing our Company.

Our Business Practices and Standards of Conduct are designed to provide guidance on and articulate our commitment to several key matters such as safety and health, protecting the environment, use of company resources, and promoting a harassment-free work environment. It also addresses certain legal and ethical facets of integrity in business dealings with suppliers, customers, investors and the governments that regulate us. We assess global compliance with this policy annually.

Our Supplier Code of Conduct sets forth our Company’s basic expectations for environmental, labor, supplier working conditions and ethical practices that suppliers are expected to meet in order to do business with Edgewell. We believe we hold our suppliers to a high standard and use a risk-based approach to audit suppliers for ongoing compliance.

Our Corporate Governance Principles, adopted by our Board, provide that a majority of our Board, and the entire membership of the Audit, Compensation and Corporate Governance Committees of our Board, will consist of independent, non-employee directors who meet the criteria for independence required by the NYSE listing standards. In addition, our Corporate Governance Principles provide that there may not be at any time more than two employee directors serving on our Board.

For relationships not described in our Corporate Governance Principles, a majority of our independent directors, after considering all of the relevant circumstances, may make a determination whether or not such relationship is material and whether the director may therefore be considered independent under the NYSE listing standards. We have also considered and determined that members of our Audit Committee and Compensation Committee satisfy the additional independence requirements of the NYSE and SEC for such committees.

Director affiliations and transactions are regularly reviewed to ensure that there are no conflicts or relationships with our Company that might impair a director’s independence. Every year, we submit a questionnaire to each director and executive officer, in addition to conducting our own internal review, for the purpose of identifying certain potentially material transactions or relationships between each director, or any member of his or her immediate family, and our Company, our senior management and our independent auditor.

Our Board also determined that no arrangement or understanding exists between any director or executive officer of our Company and any other person pursuant to which any of them were selected as a director or executive officer. Accordingly, based on the responses to the 2021 questionnaire and the results of its review, our Board has affirmatively determined that all directors, other than Rod Little, are independent from management.

The Corporate Governance Committee is responsible for recommending candidates for election to our Board of Directors, consistent with the requirements for membership set forth in our Corporate Governance Principles. Those requirements include integrity, independence, diligence, diversity, energy, forthrightness, analytical skills and a willingness to challenge and stimulate management, and the ability to work as part of a team in an environment of trust. The principles also indicate our Board’s belief that each director should have a basic understanding of (i) our principal operational and financial objectives, plans and strategies, (ii) our results of operations and financial condition, and (iii) the relative standing of our Company and our business segments in relation to our competitors. In addition to those standards, the committee seeks directors who will effectively represent the interests of our shareholders, and who bring to our Board a breadth of experience from a variety of industries, geographies and professional disciplines. Although our Company does not have a formal policy with respect to diversity matters, our Board also considers factors such as diversity on the basis of race, color, national origin, gender, religion, disability and sexual orientation. The committee reviews its effectiveness in balancing these considerations when assessing our Board’s composition. The committee is also responsible for articulating and refining specific criteria for Board and committee membership to supplement, as appropriate, the more general criteria set forth in our Corporate Governance Principles.

The Corporate Governance Committee expects a high level of commitment from Board members and evaluates each candidate’s leadership and experience, skills, expertise and character traits, including the candidate’s ability to devote sufficient time to Board and committee meetings in light of other professional commitments. The committee also reviews whether a potential candidate meets Board and/or committee membership requirements, as set forth in our Corporate Governance Principles, determines whether a potential candidate is independent according to our Board’s established criteria, and evaluates the potential for a conflict of interest between the director and our Company.

Historically, when vacancies have occurred, or when our Board determined that increasing its size was appropriate, candidates have been recommended to the committee by other Board members or the chief executive officer, or the Board

has engaged the services of a recruitment firm to assist with conducting a search. The committee, however, will consider and evaluate any shareholder-recommended candidates by applying the same criteria used to evaluate candidates recommended by directors or management, or candidates identified by a recruitment firm. Shareholders who wish to suggest an individual for consideration for election to our Board of Directors may submit a written nomination to our Corporate Secretary, Edgewell Personal Care Company, 6 Research Drive, Shelton, Connecticut 06484, along with the shareholder’s name, address and number of shares of common stock beneficially owned; the name of the individual being nominated and number of shares of common stock beneficially owned by the nominee; the candidate’s biographical information, including age, business and residential addresses, and principal occupation for the previous five years, and the nominee’s consent to being named as a nominee and to serving on our Board. A description of factors qualifying or recommending the nominee for service on our Board would also be helpful to the Corporate Governance Committee in its consideration. To assist in the evaluation of shareholder-recommended candidates, the committee may request that the shareholder provide certain additional information required to be disclosed in our proxy statement under Regulation 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). If the committee determines a candidate, however proposed, is suitable for Board membership, it will make a recommendation to our Board for its consideration.

Under our bylaws, shareholders may also nominate candidates for election at an annual meeting of shareholders. See “Shareholder Proposals for the 2023 Annual Meeting” for details regarding the procedures and timing for the submission of such nominations. Director nominees submitted through this process will be eligible for election at the annual meeting but will not be included in our Company’s proxy materials prepared for the meeting.

In order to help align the financial interests of our non-employee directors with those of our shareholders, our Corporate Governance Principles provide that our non-employee directors must maintain ownership of our common stock with a value of at least five times the director’s annual base retainer, excluding any supplemental amounts for the roles of chairman and committee chair. New directors are given a period of five years to satisfy these requirements. While a director has not yet attained the applicable requirement, including, without limitation, if a director falls below the applicable requirement after attaining the applicable level of ownership solely due to a decline in the value of our common stock, such director may not sell any of our common stock, including shares acquired through the exercise of stock options (except for shares withheld to pay any applicable tax liability or the exercise price of the stock options, or in extraordinary circumstances). Such holding requirement does not apply until each director’s deadline for attaining the level of ownership.

For purposes of these determinations, stock ownership includes shares of our common stock which are owned directly or by family members residing with the director, or by family trusts, as well as vested options, vested and deferred restricted stock equivalents and unvested restricted stock equivalents, unless they are subject to achievement of performance targets, and common stock or stock equivalents credited to a director under our savings investment plan or our deferred compensation plan.

We have established several means for shareholders or others to communicate their concerns to our Board. If the concern relates to our financial statements, accounting practices or internal controls, the concern should be submitted in writing to the chairman of our Audit Committee, in care of our Corporate Secretary at our headquarters address, 6 Research Drive, Shelton, Connecticut 06484. If the concern relates to our governance practices, business ethics or corporate conduct, the concern may be submitted in writing to the chairman of our Corporate Governance Committee, in care of our Corporate Secretary at our headquarters address. If the shareholder is unsure as to which category his or her concern relates, he or she may communicate it to any one of the independent directors in care of our Corporate Secretary at our headquarters address.

Our “whistleblower” policy prohibits our Company or any of our employees from retaliating or taking any adverse action against anyone for raising a concern. If a shareholder or employee nonetheless prefers to raise his or her concern in a confidential or anonymous manner, he or she may call Navex Global’s EthicsPoint, our external service provider, toll-free at 855-405-6557, or by leaving a message at our confidential web address: www.edgewell.ethicspoint.com.

We provided several elements of compensation to our directors for service on our Board during fiscal 2021. The Corporate Governance Committee, which makes recommendations to the full Board regarding director compensation, strives to set director compensation at the 50^th percentile of the peer group. This peer group, which can be found under “Executive Compensation—Compensation Discussion and Analysis—Compensation Benchmarking,” has been selected for purposes of evaluating our executive compensation based on market data provided by the committee’s independent consultant, Meridian Compensation Partners, LLC (“Meridian”).

Non-employee directors are permitted to defer all or a portion of their retainers and fees under the terms of our deferred compensation plan. Deferrals may be made into (i) the Edgewell common stock unit fund, which tracks the value of our common stock; or (ii) the prime rate option, under which deferrals are credited with interest at the prime rate quoted by The Wall Street Journal. Deferrals in the deferred compensation plan are paid out in a lump sum in cash within 60 days following the director’s termination of service on the Board.

A year ago, amid the ongoing COVID-19 pandemic and with much uncertainty around the globe, we pressed forward with an aggressive set of objectives and launched our new growth strategy that fundamentally reshapes our portfolio and which we believe will provide a clear path for sustainable, profitable growth.

Fiscal 2021 saw us focused on meaningful investments in our brands and products, new innovation, product launches and increased digital engagement. We are tracking well against all of those objectives — exceeding our financial guidance for the year, while executing on the strategic initiatives that are vital to driving sustainable long-term growth for our Company. Despite a first half of the year marked by ongoing COVID-19 related challenges and a second half of the year impacted by macroeconomic conditions, our full year performance is clear evidence of the progress we have made:

FY 2021 saw the continued transformation of Edgewell…

Make useful things joyful – this is our purpose, our north star that guides all we do. We infuse joy into our daily interactions, and we create products that are functional and joyful for our consumers.

Our values are foundational to our purpose and govern our collaborations with our colleagues, our partnerships with our customers, and our connection to our consumers. As we innovate for the future, these values are the beacon that keep us on course, defining our expectations—of our products, our company, and ourselves.

Through our “People First” value, we focus on building relationships and investing in our people and our communities. “Move Forward” means we are constantly trying, creating, and learning, and always striving to make timely decisions with intention and information. We “Listen Up and Speak Up” because we know that when good ideas are allowed to thrive, so will our business. Finally, we “Own It, Together” using the inherent power of our strong and diverse teams to bring new ideas to life.

Understanding the issues that matter to our stakeholders is central to our approach to sustainability. Since we began our sustainability journey, we’ve identified the areas where Edgewell could have the greatest impact – and those that might most meaningfully impact our business, including Diversity, Equity and Inclusion; employment, talent and employee well-being; energy use and emissions; ingredient stewardship; product and packaging materials; ethical and responsible sourcing; waste management; and water use. Keeping these key issues front of mind ensures that we can take effective action and report on the issues that matter most, both for our business and our stakeholders. In the following few pages, we present our Sustainable Care 2030 goals and our progress against our targets.

At Edgewell, sustainability means constantly challenging and evolving to have a meaningful impact on society and our environment. Since we began our company journey in 2015, Edgewell has made steady progress towards becoming a more sustainable company. As we continue to transform our business, sustainability will become an ever more important driver of our performance, providing the lens through which we conduct and grow our business in a responsible way, and applying this vision across our business to continuously improve, from the way that we all work together to the way that we design, develop and distribute our products. We are proud of how far we have come, and we are determined to accelerate our pace in the decade ahead.

The work we do to advance our sustainability priorities is divided across three pillars: Our Brands, our Operations and Supply Chain, and our People and Communities.

Across our brand portfolio, we work hard to create products that our customers and consumers love, trust and enjoy using. At the same time, we are committed to building brands that care for people and our planet: forging an exciting new path toward a circular economy through innovation, product and package design, and reducing plastic waste, as well as making a

positive difference in the lives of others by supporting programs that promote equality, well-being and social advancement, and ways we can better the communities around us by giving back. It’s how we’re playing our part to build a world in which caring for ourselves, for each other and for our planet go hand in hand.

Additionally, we believe we have a responsibility to do what’s right for the planet and to actively seek ways to reduce our environmental footprint across our global operations, including conserving energy and water, reducing waste and moving to 100% renewable electricity use by 2030. We strive to embed sustainability in our day-to-day decision-making and are working to ensure our suppliers uphold our social and environmental standards.

Finally, we are committed first and foremost to people: to our teammates, to the consumers who choose our products, to the suppliers and retailers who partner with us and to the communities in which we operate. We prioritize progressive and empathetic employment policies, care about the health and safety of our teams, celebrate and value individuality and inclusivity, invest in learning and development and – most importantly – enjoy moving our business forward as a united team each and every day. During 2020, we formalized our Diversity, Equity and Inclusion (DEI) program, which brings to life our vision to more actively address inequities, promote a more diverse and inclusive workforce and support a fairer and more just world.

In June, we issued our 2020 Sustainability Report, which reflected strong progress to date in priority areas like sustainable products and packaging, innovating with alternative materials, ingredient stewardship and transparency and ethical and responsible sourcing. We also set increasingly ambitious targets as part of our Sustainable Care 2030 strategy.

Over the past year we’ve built on our successes and made the following accomplishments in support of our goals:

Sustainability is embedded in the core of our business model, and our sustainability strategy supports our Company’s business strategy, enabling us to connect and build trust with all our stakeholders, including our customers, consumers, teammates and shareholders. In 2020, we launched a new corporate strategic direction for the company and sustainability is purposefully placed as a key enabler of our future growth and success. We’ve made significant progress on driving sustainable value throughout the organization thanks to the passion of our teams and their determination to achieve the ambitious goals we’ve outlined in our Sustainable Care 2030 strategy. In recognition of our continuous performance improvement and increased transparency across several key sustainability areas, Edgewell was once again named to “America’s Most Responsible Companies” list for 2022 by Newsweek. This year Edgewell ranks #142 out of over 2,500 public companies evaluated, representing a significant improvement from our #277 overall ranking last year.

Our values are foundational to our purpose and govern our collaborations with our teammates, our partnerships with our customers, and our connection to our consumers. As we innovate for the future, these values are the beacon that keep us on course, defining our expectations—of our products, our company, and ourselves. Through our “People First” value, we focus on building relationships and investing in our people and our communities. Like our Sustainable Care 2030 Strategy, our DEI strategy consists of several pillars, all aiming to promote an open and inclusive culture and environment and to use our business and our brands as a force for good so that we have a positive impact on our consumers, our business partners and our communities.

During fiscal 2021, we advanced our focus on DEI through many specific actions including:

We are pleased to have made significant progress on our continuing journey of transformation, investing more than ever in attracting and retaining a diverse range of people, balancing gender and committing to ensuring that our company reflects the diversity of the world in which we live.

The following narratives and tables discuss the compensation paid in fiscal 2021 to our CEO, CFO, and our other three most highly compensated executive officers serving at the end of fiscal 2021, whom we refer to collectively as our “named executive officers.” This year’s NEOs are shown below:

We have always maintained a disciplined, multi-dimensional approach to capital allocation, and while we will continue to prioritize investing in the sustained growth of our business, we remain equally focused on providing strong returns to our shareholders. Fiscal 2021 saw the initiation of a quarterly dividend payout, evidence of our determination to put our healthy excess cash to work. In total, we paid $26 million in dividends to our shareholders in 2021.

In addition, with our strong liquidity and credit position and outlook for continued healthy free cash flow generation, we have implemented a more systemic approach to share repurchases to complement the dividend, announcing in November that we plan to repurchase approximately $300 million in shares over the next three fiscal years.

Based on the underlying strength of our business and despite the challenges presented by the ongoing pandemic, we were able to further solidify our capital structure. In March, we were able to announce a private offering of $500 million aggregate principal amount of unsecured, unsubordinated notes. Following the successful offering, we used the proceeds from this offering of notes, together with cash on hand, to redeem approximately $500 million of the Company’s existing 4.700% senior notes due 2022. The 2029 notes, as well as our credit facility and our 5.50% senior notes due 2028, provide Edgewell with significant resources to continue to invest appropriately in the long-term, sustainable growth of our business. We ended our fiscal fourth quarter with $479.2 million in cash on hand, access to an undrawn $425 million credit facility and a net debt leverage ratio of 2.1 times.

Project Fuel was an enterprise-wide transformational initiative that was launched in the second fiscal quarter of 2018, to address all aspects of our business and cost structure, simplifying and transforming the organization, structure and key processes. Project Fuel has facilitated further re-investment in our growth strategy while enabling us to achieve our desired future state operations. Fiscal 2021 Project Fuel related gross savings were approximately $68 million, bringing final cumulative gross savings for the program to approximately $280 million. The savings generated during the project have been used to fuel investments and brand building in strategic growth initiatives, mitigate operational cost headwinds from inflation and other rising input costs and improve our overall profitability and cash flow.

We have real momentum in our business following a strong fiscal year 2021, a year that was our best year-over-year performance since our 2015 separation from Energizer. To build on our current momentum and accelerate our performance as a total company, we are embarking on a redesign of our enterprise operating model, confident these changes will result in faster execution, an enhancement of our ability to innovate to meet the demands of our customers and consumers, and allow

us to increase brand, product, and market investment levels. Our goal is to compete against large, small, and new players both in the U.S., our largest and most critical market, and internationally. For us to compete at the next level in this new environment, we are taking several steps to accomplish the following goals:

We are confident that the underlying strength of our Company and the steps we are taking to redesign our operational model will result in an Edgewell that is more purposeful, more in control of outcomes, closer to the consumer, faster and more agile, and a better partner to retailers.

Our fiscal year 2021 results and compensation decisions continue to illustrate application of our pay-for-performance philosophy, with pay being driven by performance in the following ways:

We believe that the long-term success of Edgewell depends on the talents of our executive officers and the alignment of their compensation with the interests of the Company and our shareholders. Our ability to attract, retain, and motivate our executive officers is influenced in large part by our compensation program. Periodically, we review various aspects of our compensation program to ensure that it remains aligned with our business strategy and the above-referenced goals. The guiding principles of our compensation program include:

We believe that the design and implementation of our compensation program is effective in furthering our goal of becoming a best-in-class, next-generation CPG company. Discussed below are the principles that underlie our compensation philosophy.

As part of its responsibilities, the Compensation Committee of our Board (the “Compensation Committee” or “committee”) annually reviews our Company’s compensation policies and practices for all employees, including executive officers, to determine whether, in its judgment, our compensation programs encourage risk-taking likely to have a material adverse effect on our Company. In particular, there are several design features of those programs that the committee believes reduces the likelihood of excessive risk-taking:

Meridian, with direction from the Compensation Committee, developed a custom peer group of companies against which the committee benchmarks our compensation program. Following a thorough review, the Compensation Committee determined that a new peer group would be selected for fiscal 2021. Peer companies were selected based on a variety of criteria, including consumer products businesses, businesses with a strong brand focus, competitors for executive talent, and similarly-sized businesses in terms of revenues and market capitalization. Each key component of compensation, including base salary, target annual bonus, target total cash compensation and target grant date value of long-term incentives, is benchmarked against this custom peer group.

The custom peer group approved by the Compensation Committee for fiscal 2021 is comprised of the following companies:

Over the long term, shareholders have expressed strong support for our executive compensation program design and its demonstrated linkage of pay-for-performance. Our 2021 Say-on-Pay proposal received support from approximately 92% of shareholder votes cast, a 14% increase from 2020, reflecting our continued engagement with shareholders and stakeholders to help the Board and management continue to refine our executive compensation program to reflect evolving best practices in the CPG industry and for public companies more generally. The Compensation Committee recognizes that enhancing the compensation program is critical for ensuring the continued alignment of management and our shareholders’ interests.

The key elements of our fiscal 2021 executive compensation program as well as the purpose of each item are shown in the following table:

At the beginning of each fiscal year, the committee establishes the salaries of the executive officers (other than our CEO) based on several factors, including peer group data, the executive’s performance and potential, retention considerations, and the recommendations of our CEO. These recommendations are based on, among other factors, an assessment of the individual’s responsibilities, experience, and individual performance.

The salary of our CEO is set by our Board, based upon the recommendation of the Compensation Committee, taking into account the recommendation of the committee’s compensation consultant. In connection with those reviews, Meridian, without input from management, provides the committee with a market competitive range of possible salary and long-term incentive award levels. The committee uses this information, along with its analysis of the performance and contributions of our CEO against performance goals, to recommend to our Board an appropriate salary for our CEO.

The Compensation Committee evaluated the annual base salaries of the individuals then serving as executive officers at its November 2020 meeting. In response to ongoing uncertainties and pressures caused by the COVID-19 pandemic, there were no increases for any of our NEOs from the prior year.

Annual cash bonuses to our NEOs are based on a percentage of the executive’s annual salary and adjusted based on performance as compared to metrics determined by the Compensation Committee. The annual bonus program for fiscal 2021 for those serving as executive officers at the start of fiscal 2022 (the “Executive Officer Bonus Program”) was designed to measure Company-wide performance against three metrics:

The metrics and targets for the Executive Officer Bonus Program were chosen based on fulfilling our Company’s business plan for fiscal 2021 and to ensure alignment with shareholder interests. We chose Adjusted EBITDA to emphasize profit growth, the Adjusted Net Sales metric to emphasize top line growth, and Adjusted Working Capital as a Percent of Net Sales metric to emphasize improvement in balance sheet management.

The performance goals for each metric were set by the Compensation Committee at the beginning of the fiscal year. The committee assigned individual “bonus targets” to each of the executive officers, based upon individual performance and peer group market data provided by Meridian. The following “bonus targets,” defined as a percentage of the individual’s base salary for the term of the bonus program, were assigned to the following individuals at the committee’s November 2020 meeting:

Our NEOs are eligible to receive bonus payouts under the Executive Officer Bonus Program, if any, upon achievement of results compared against pre-determined Company performance targets established by the Compensation Committee. The Compensation Committee has the discretionary authority to reduce bonuses otherwise earned under the program. The Compensation Committee did not exercise its discretionary authority with respect to the fiscal 2021 bonus. No amount of bonus payout to our executive officers is tied to individual performance objectives.

For the Executive Officer Bonus Program for fiscal 2021, the combined weighted payout for these named executive officers was 110% of the target amount, based on outcomes under the following three performance metrics: