You are cordially invited to attend the Annual Meeting of Shareholders of Edgewell Personal Care Company to be held on February 3, 2023 at 8:30 a.m. Eastern Time at the Hyatt Regency Coconut Point, 5001 Coconut Road, Bonita Springs, Florida.

Despite a year marked by on-going macro market challenges, including supply chain disruption, heightened inflation, and the rapidly appreciating U.S. dollar, we continue to make significant progress in the transformation of Edgewell and against our objectives of sustained, top-line organic growth and value creation.

The success of our ongoing transformation is evident not only through our people-first culture, which has driven increasingly positive engagement scores from our teams year-over-year, but also through four distinct areas:

For the second consecutive year, we grew organic net sales 4%, and we’ve now delivered organic growth for six consecutive quarters. Organic net sales increased in all segments of the business, and the growth was broad based, with North America increasing about 3% and international markets increasing nearly 6%, reflective of a healthy combination of volume and pricing. Just as important, we remained committed to investing in our brands, spending 11% of net sales for the year in advertising and promotion.

At Edgewell, sustainability means constantly evolving and having a meaningful impact on society and our environment. We are always moving forward, becoming a progressively more sustainable company, and continuing to embed sustainability across our business. 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 2022, we released our 2021 Sustainability Report which

details the progress, performance, and achievements of our sustainability initiatives during fiscal 2021. As in prior years, the report highlights our Sustainable Care 2030 strategy, which provides a roadmap for our journey to becoming a more sustainable business and includes our new goal of achieving carbon neutrality across our global operations by 2030. Additionally, we made significant advancements in reporting against globally recognized ESG and climate impact standards and frameworks, including expanding to report across additional frameworks which are of key interest to investors and stakeholders.

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 began our cultural transformation with the introduction of our Purpose, Values and Behaviors (PVB), which reflect our vision of fostering an authentic, empathic, and ethical working environment that is unique to Edgewell and speaks directly to our 6,600 global teammates. Over the past two years, we have made significant progress embedding these values into our organization through our daily interactions and in recognition opportunities, people processes and policies, corporate branding, and moments of celebration and reflection. We hold ourselves and one another accountable for living our PVB through our continuous performance management, where we make it clear that we must focus not only what we do, but how we do it. We will continue to invest in attracting and retaining a diverse range of people and remain committed to ensuring that our company reflects the diversity of the world in which we live and the consumers we serve – through the purpose and values that guide us each day.

The result of our cultural transformation is evident through the positivity of our teammates. In 2016, our engagement survey scores told us that only 52% of the global organization felt positive about their experience at Edgewell, whereas in 2022, that number is now up to 74%. We will continue to invest in the employee experience and attracting and retaining a diverse range of people. Our commitment to ensuring that our company reflects the diversity of the world in which we live and the consumers we serve remains strong through the purpose and values that guide us each day.

Since our Investor Day in November of 2020, we have now delivered two consecutive years of organic growth, meaningfully strengthened our portfolio with the additions of CREMO and Billie, improved our position on shelf, and stabilized or, in some cases, grown market share across our key markets. This was all accomplished while operating in an unprecedented and challenging macro environment.

Importantly, our performance is being rewarded. Total Shareholder Return (“TSR”), which reflects the combination of stock price appreciation and dividends, was 4.7% for fiscal 2022. This is significantly better than the minus 15% TSR of the S&P 500 stock index and minus 13% TSR from our peer group, during the same period.

Our outlook for FY23 is solid, focusing on continued organic sales growth, largely driven by price execution; a return to gross margin accretion, despite continued inflation and meaningful incremental currency headwinds; investing in our brands and organizational capabilities, with advertising and promotion spending expected to increase; and we will continue to structurally address our cost base.

While the external environment remains extremely challenging, we believe that our results over the past two years demonstrate the benefits of our strategy, and the underlying structural improvement in our business. This gives us confidence that we are taking the right actions to deliver sustained value creation over the long term.

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

The 2023 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 3, 2023 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. This process will reduce our costs to print and distribute our proxy materials. 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.

You may vote if you were a shareholder of record on November 28, 2022. 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 2022 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 2023 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, 2022. 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 2024 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 three standing committees: Audit Committee, Human Capital & Compensation Committee and Corporate Governance 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. In February 2022, we dissolved the Finance Committee and allocated its responsibilities to our Board and remaining committees.

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, 2022 in parentheses.

During fiscal 2022, 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 2022 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.

The Company has a Code of Conduct that sets forth the fundamental principles and some of the key policies and procedures that govern our business. The Code of Conduct is reviewed each year for appropriate updates, and employees are asked to annually certify their understanding of, and compliance with, its requirements. As an integral part of our continuing efforts to maintain the highest standards of conduct, and because of the important role that each employee plays in our Ethics and Compliance Program, each year employees participate in mandatory compliance training meant to cover key components of the code of conduct and other relevant compliance topics related to our Company.

Moreover, at least annually, the Audit Committee of our Board reviews the code of conduct to ensure that the code reflects the highest ethical principles and standards. The Code of Conduct, which is firmly rooted in our Purpose, Values and Behaviors, is made available to employees in more than 10 different languages and can be found on the Company’s website at www.edgewell.com (information on the Company’s website is not incorporated by reference herein).

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. In June 2022, we published a new and improved Supplier Code of Conduct leveraging a global sustainability third party to review our policy and suggest changes based upon best practices and benchmarking the new policy against leading CPG and retail companies. Moreover, at least annually, the Audit Committee of our Board reviews the Supplier Code of Conduct to ensure that it continues to reflect the highest ethical principles and standards we expect of our suppliers.

Our Corporate Governance Principles, adopted by our Board, provide that a majority of our Board, and the entire membership of the Audit, Human Capital & 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 Human Capital & 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 2022 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. 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. In evaluating potential director candidates, the Corporate Governance

Committee considers, among other factors, the criteria in the Key Skills and Experience matrix for current directors and certain additional characteristics that it believes one or more directors should possess based on an assessment of the needs of the Board at that time. The priorities for recruiting new directors are continually evolving based on the Company’s strategic needs. It is important that the Board remains a strategic asset capable of overseeing and helping management address the risks, trends, and opportunities facing our Company now and in the future. The Corporate Governance Committee continues to plan for the future as it considers the skills and experiences the Board will need upon anticipated director retirements and as our business continues to evolve.

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.

During 2022, we have made substantial progress in our Board’s continued involvement in our DEI strategy and efforts, including continuing our commitment to the Board Diversity Action Alliance (BDAA) and codifying our Board’s ongoing oversight of our DEI strategy, initiatives and programs in our Corporate Governance Principles.

Although our Company does not have a formal policy with respect to diversity matters, our Board considers factors such as diversity on the basis of race, color, national origin, gender, religion, disability and sexual orientation. The Corporate Governance Committee reviews its effectiveness in balancing these considerations when assessing our Board’s composition. The Corporate Governance 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. Currently, 67% of the HC&CC and Corporate Governance Committees, including the Chairs of the HC&CC and Corporate Governance Committee, are ethnically and/or gender diverse. Of the ten nominees for election to the Board at the 2023 Annual Meeting, 40% are ethnically and/or gender diverse.

In addition, the Board and the Corporate Governance Committee are committed to increasing the diversity of the Company’s board. The Board has set a target of at least 30% women directors by the end of calendar year 2024 for election to the Board at our 2025 Annual Meeting. We generally believe that a less formulaic approach to board composition, together with a rigorous search for qualified candidates based on the above qualifications and criteria, will best serve our needs. Our Board believes it is paramount to maintain flexibility in the nominating process in order to ensure that the most appropriate available candidates are selected as circumstances dictate and the needs of the Company evolve.

Under our bylaws, shareholders may also nominate candidates for election at an annual meeting of shareholders. See “Shareholder Proposals for the 2024 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 chair 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. Such holding requirement does not apply until each director’s deadline for attaining the level of ownership has been met. The Corporate Governance Committee reviews our non-employee director stock ownership guidelines and ownership levels each November to ensure compliance with the provisions of our Corporate Governance Principles. During 2022, one non-employee director fell below the stock ownership guidelines due to the sale of shares to assist with personal financial planning in connection with a spouse’s death. The Director will receive annual retainers in shares of the Company’s common stock until our non-employee director’s stock ownership guidelines are met. The Director is expected to be in compliance during fiscal 2023.

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 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 chair 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 chair 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 hotline, 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 2022 as shown in the table below. 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.

In 2020, 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. While the external environment remains extremely challenging, we believe that our results over the past two years demonstrate the benefits of our strategy, and the underlying structural improvement in our business.

Fiscal 2022 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 on-going macro market challenges, including supply chain disruption, heightened inflation, and the rapidly appreciating U.S. dollar, we continue to make significant progress in the transformation of Edgewell.

Importantly, our market share performance across key markets strengthened in fiscal 2022:

We believe the progress we made in Fiscal Year 2022 has put us on a path towards continued success in Fiscal Year 2023, confident that the strategic choices and actions taken over the past several years have put us in a better position to drive sustained top-line growth and have structurally strengthened our business model by driving better commercial execution and increased focused on productivity and efficiency across the business. As a result, we are better prepared for the challenges we will likely face in the coming year and we believe Fiscal Year 2023 will be highlighted by organic growth across all segments, gross margin expansion, continued investment in our brands through increased A&P, strong free cash flow generation and a continued disciplined approach to capital allocation through share repurchases and dividend payments.

Despite on-going macro market challenges, evidence of our continued transformation was seen in four specific ways during Fiscal Year 2022:

Make useful things joyful—this is our purpose, our north star that guides everything we do. We infuse joy into our daily interactions, and we create products that are functional and bring happiness to people. Our values are core to our purpose and inspire our collaborations with teammates, our partnerships with customers, and our connection to consumers. As we innovate for the future, these values are the beacon that keep us on course. They aren’t just words on a page, we live them. They define our expectations—of our products, our company, and ourselves.

At Edgewell, sustainability means constantly evolving and having a meaningful impact on society and our environment. It means always moving forward, becoming a progressively sustainable company. We are committed to building brands that care for people and our planet by actively integrating sustainability into our product design, supporting the path toward a circular economy and reducing plastic waste where possible. We believe in assessing our key priority areas to ensure they remain relevant to our business today, defining our priority areas by where we believe we can have the greatest impact – as well as the areas that might most meaningfully impact our business. In furtherance of our Sustainable Care 2030 goals, we are committed to:

At Edgewell, we know sustainability starts at the top. Our efforts are managed at the highest company levels and discussed by our full Board and its Committees.

Our Board of Directors and its Committees have oversight of our environmental, social and governance (ESG) policies and practices, including how we manage climate impacts, human rights and human capital-related risks. Our full Board oversees our sustainability priorities and goals and DEI. Our Corporate Governance Committee oversees our response to climate change, ongoing efforts in ethical and responsible sourcing and the embedding of human rights policies in our supply chain and global operations. Our Audit Committee has responsibility for oversight of the impact on the Company of new and proposed ESG disclosure and diligence laws and regulations, including Company plans for compliance, and the continued oversight of ESG metrics and related information in financial and regulatory filings, including appropriate controls and procedures, as well as key strategic, enterprise and cybersecurity risks. Finally, in 2022 our Compensation Committee was renamed as the “Human Capital and Compensation Committee,” reflecting our continued commitment to constantly evaluate the Company’s needs in terms of labor and skills to fulfill future staffing needs, ensure employees contribute to the organization through continuous feedback, goal setting and performance review, workplace safety, and teammate health and well-being.

Our Global Leadership Team (GLT), led by our CEO, governs and shapes ESG policies, goals and initiatives and is regularly briefed by our Vice President of Global Sustainability, who is also a GLT member. The GLT plays a key role in embedding and driving our Sustainable Care 2030 priorities in their respective business areas as well as reviewing our annual sustainability report.

We understand that we are not alone on our sustainability journey. Understanding the issues that matter to our stakeholders is central to our sustainability approach. We work together with internal experts and external consultants, conducting extensive research to determine and prioritize our focus areas, identifying the areas where Edgewell could have the greatest impact – and those that might most meaningfully impact our business. Edgewell selects and engages with a wide range of stakeholders based on their ability to assist us in anticipating ESG risks and opportunities. This helps us to better understand the needs of our consumers and our people, participate in evolving ESG conversations and more. Our key stakeholders and our engagement methods include:

In June 2022, we issued our 2021 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:

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 2023 by Newsweek. This year Edgewell ranks #37 out of over 500 public companies evaluated, representing a significant improvement from our #142 overall ranking last year and we ranked #8 amongst 43 consumer goods companies on the list.

The following narratives and tables discuss the compensation paid in fiscal 2022 to our CEO, CFO, and our other three most highly compensated executive officers serving at the end of fiscal 2022, whom we refer to collectively as our “named executive officers”. This year’s NEOs are shown below:

For the second consecutive year, we grew organic net sales 4%, and we’ve now delivered organic growth for six consecutive quarters. Organic net sales increased in all segments of the business, and importantly, we had double-digit growth in our “Right to Win” businesses, which include Sun Care, Men’s Grooming and Skin Care. Our Right to Play portfolio of Wet Shave and Feminine Care also grew organically for the second consecutive year, at just over 1%. Growth was broad based, with North America increasing about 3% and international markets increasing nearly 6%. These results reflect the continued successful execution of our growth strategy that has driven structural improvements in our business across brand building, product innovation, and retail execution. Additionally, we maintained financial discipline and drove over 300 basis points in productivity and pricing offsets to help mitigate the significant inflationary pressures seen across the industry.

In November 2021, we completed the acquisition of Billie, Inc., a leading U.S. based consumer brand company that offers a broad portfolio of personal care products for women (the “Billie Acquisition”). Founded in 2017, Billie is a fast growing, digitally native, direct-to-consumer brand focused on providing women with high-quality shaving and premium body care products. Its current product portfolio includes razors, shaving cream, make up wipes, body lotion, lip balms, dry shampoo and body wash. Billie's strong direct-to-consumer and digital capabilities have underpinned its strong growth, supplementing our continued commitment to digital activation and direct-to-consumer execution. Billie made a successful initial expansion into U.S. brick-and-mortar retail in 2022, with the brand now gaining momentum as it prepares for continued retail expansion in 2023. Billie complements and strengthens Edgewell's position in the women's shaving category by adding to a portfolio of strong brands such as Schick Intuition, Hydro Silk and Skintimate.

The Billie Acquisition highlights our stated goal of building on our leading position in the women's shave category and executing on our M&A strategy with discipline and precision. The acquisition enhances our consumer-centric, digital capabilities and elevates our presence in the important mid-tier value segment of women's shaving in the U.S., while bolstering Billie's ability to capitalize on significant growth opportunities by leveraging our retail distribution platform and marketing channels.

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. In fiscal 2022 we continued to put our healthy excess cash to work, paying $32.6 million in dividends to our shareholders.

In addition, with our strong liquidity and credit position and outlook for continued healthy free cash flow generation, we implemented a more systemic approach to share repurchases to complement the dividend. In fiscal 2022, we returned $125.3 million to our shareholders through share repurchases, making good on the commitment we announced in November 2021 that we plan to repurchase approximately $300 million in shares over the next three fiscal years.

In March 2022, Schick launched a new brand positioning that challenged the grooming industry status quo with the debut of "Be You. No One Else Can," a campaign that celebrates men as they are and encourages them to embrace their individuality. The rebrand included a new logo, minimalist packaging, redesigned website (Schick.com), video-led creative and digital-first activations on Reddit and TikTok that give men a platform to join the conversation and tell their unique stories. Rather than featuring renowned celebrities, actors or models, the campaign spotlights everyday men because Schick is a brand for every kind of man. The rebrand brings Schick's legacy of listening to men to life and represents it in a new, different and engaging way.

In furtherance of our purpose-led, people-first values, in January 2022 we awarded global hourly and salaried employees a year-end bonus in appreciation of their hard work during the COVID-19 pandemic. In addition to our growth strategy, we have also implemented an equally important holistic cultural transformation, transforming into an organization that embodies purpose and empathy and prioritizes the well-being and mental and physical health of every employee, from its corporate offices to its manufacturing facilities. Similarly, one of many examples of our continued commitment to living our “Listen Up, Speak Up” value is our use of periodic “pulse” surveys which promote open and transparent dialogue that enable us to check in on our teammates quickly and efficiently on a wide variety of topics. This helps us respond swiftly to their concerns and feedback, adjust or change course as required and remove processes that do not add value.

Our fiscal year 2022 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 one of the most important factors to 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. Annually, 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 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 Human Capital and Compensation Committee of our Board (the “HC&CC”) reviews annually 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 reasonably likely to have a material adverse effect on our Company. In particular, there are several design features of those programs that the HC&CC believes reduces the likelihood of excessive risk-taking:

Meridian, with direction from the HC&CC, developed a custom peer group of companies against which the HC&CC benchmarks our compensation program. Following a thorough review, the HC&CC determined a new peer group would be selected for fiscal 2022. 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 HC&CC for fiscal 2022 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 2022 Say-on-Pay proposal received support from approximately 92% of shareholder votes cast, the same percentage as in 2021, 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 HC&CC 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 2022 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 HC&CC 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 the Board, based upon the recommendation of the HC&CC, taking into account the recommendation of the Board’s compensation consultant. In connection with those reviews, Meridian, without input from management, provides the HC&CC with a market competitive range of possible salary, bonus and long-term incentive award levels. The HC&CC 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 HC&CC evaluated the annual base salaries of the individuals then serving as executive officers at its November 2021 meeting and set the base salaries of the following NEOs:

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 HC&CC. The annual bonus program for fiscal 2022 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 2022 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 HC&CC at the beginning of the fiscal year. The HC&CC 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 HC&CC’s November 2021 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 HC&CC. The HC&CC has the discretionary authority to reduce bonuses otherwise earned under the program. The HC&CC did not exercise its discretionary authority with respect to the fiscal 2022 bonus. No amount of bonus payout to our executive officers is tied to individual performance objectives.

For the Executive Officer Bonus Program for fiscal 2022, the combined weighted payout for these named executive officers was 77.6% of the target amount, based on outcomes under the following three performance metrics:

Bonus payouts increase relative to final results between the goals indicated with maximum bonus at stretch. No bonuses are paid for results below the threshold goal. The threshold for Adjusted EBITDA and Adjusted Working Capital threshold is 25% and 50% for Adjusted Net Sales. Target for all is 100% and the maximum bonus payout is capped at 200% for Company performance at, or above, the stretch goal.

Adjusted EBITDA means our Company’s EBITDA determined in accordance with U.S. generally accepted accounting principles (“GAAP”), subject to adjustment for certain limited matters, including the effects of acquisitions, divestitures, extraordinary transactions such as mergers or spin-offs, reorganizations, unusual or non-recurring non-cash accounting impacts, and costs associated with restructurings.

The HC&CC determined that, for purposes of the plan, Adjusted EBITDA for the period was $341.4 million, resulting in awards payable under the plan at 91% of target with respect to this performance metric.

Adjusted Net Sales means net sales, as determined in accordance with GAAP, adjusted to account for the impact of changes in foreign currency, the impact of acquisitions and divestitures, extraordinary transactions such as mergers or spin-offs, reorganizations, and unusual or non-recurring non-cash accounting impacts, and costs associated with restructurings.

The HC&CC determined Adjusted Net Sales for the period was $2,149 million, resulting in awards payable under the plan at 99% of target with respect to this performance metric.

Adjusted Working Capital as a Percent of Net Sales means Average Net Working Capital divided by Net Sales for the performance period, as adjusted for the effect of restructuring events such as plant closings, sales of facilities or operations and business restructurings, and expressed as a percentage. “Average Net Working Capital” means, as of the end of the performance period, the average of the last four quarter end balances for each of (i) receivables, as reported, less the portion of accrued liabilities representing trade allowance, plus (ii) inventories, as reported, minus (iii) accounts payable.

The HC&CC determined Adjusted Working Capital as a Percent of Net Sales for the period was 14.9%, resulting in awards payable under the plan at 99% of target with respect to this performance metric.

See “Executive Compensation – Summary Compensation Table” for the payouts under the Executive Bonus Program for fiscal 2022 for each of the NEOs.

In keeping with the Company’s policy of pay-for-performance, the following table sets forth the bonus target percentages approved for each NEO for the prior three years along with the potential bonus amount and the actual bonus paid.

Our A&R 2018 Plan authorizes the HC&CC, to grant various types of equity awards. Under the A&R 2018 Plan, the HC&CC granted to key executives RSE awards, consisting of PRSEs and time-vesting awards. PRSE awards are tied to both achievement of Company performance targets over a set time period (typically three years) and continued employment with our Company over the same period as conditions to vesting of the awards. Time-vesting RSE awards are tied solely to continued employment with our Company over a set time period as the condition to vesting of the awards. The HC&CC also granted to key executives’ stock option awards under the A&R 2018 Plan, tied to continued employment with our Company over a set time period as the condition to vesting of the awards.

Other than in exceptional cases, such as promotions or new hires, long-term incentive awards are generally granted in the first quarter of the fiscal year (October through December), at the time when salary levels and short-term incentive programs for the new fiscal year are determined.

Our CEO recommends to the HC&CC the number and type of RSEs and stock options to be awarded to each NEO (other than our CEO). The HC&CC considers the equity awards for executive officers based in part upon benchmarked data from our peer group provided by Meridian valued on the date of grant, as well as other factors, such as the officers’ individual performance, current dilution rates, and the market run-rate for equity grants among the peer group. With respect to awards to our CEO, Meridian, without input from our CEO or other members of management, provides a market competitive range of potential awards to the HC&CC. However, the HC&CC considers alternatives outside the range and determines the award to recommend to our Board considering the competitive posture, performance of our Company, returns to shareholders, and experience and effectiveness of our CEO’s leadership, as well as the input from Meridian.

The RSE awards are stock-settled at the time of vesting when they convert into unrestricted shares of our common stock. PRSE awards are earned based on the level of performance over the vesting period against pre-established goals. Upon vesting, stock option awards become exercisable for the purchase of shares of our common stock at a price per share established at the time of grant, so that the option will have no financial value unless the price of our common stock appreciates following the date of grant. The value of all our equity awards fluctuate based on performance of our Company’s common stock over time. This combination of financial performance and stock price performance enhances alignment with our shareholders.

The HC&CC approved the grant of both performance-based and time-vesting RSE awards to the NEOs in November 2021. The number and type of RSE awards granted to each NEO is shown in the “Grants of Plan-Based Awards” table.

For the PRSEs granted in November 2021, we used a three-year relative TSR metric, benchmarked against the following select group of peer companies to provide a relative performance metric and tie our executive leadership’s performance outcome to our stock performance.

The PRSEs will vest and convert into shares of Edgewell common stock on the date that Edgewell releases its earnings for the fiscal year ending September 30, 2024 if the TSR metric for the three-year period commencing October 1, 2021 through September 30, 2024 (the “Performance Period”) equals or exceeds the hurdles set forth below relative to our peer group and subject to the recipient remaining employed with our Company on the vesting date.

The PRSEs have a threshold, target and stretch level of performance. Upon achievement of the threshold level of performance, 50% of the stock equivalents will vest; 100% will vest upon achievement of target level performance; and 200% will vest upon achievement of stretch level performance. No PRSEs will vest if results are below the threshold goal, and no additional awards will vest if results are above the stretch goal. Vesting will increase proportionately in 1/10^th of 1% increments for final results between the goals indicated.

The time-vesting RSE awards vest in equal installments on each of the first three anniversaries of the date of grant if the recipient remains employed with our Company on the vesting date.

The HC&CC approved the grant of stock option awards to the NEOs in November 2021. The stock option awards vest in equal installments on each of the first three anniversaries of the grant date if the recipient remains employed with our Company. Each option has an exercise price equal to the closing market price of our common stock on the date of grant, which was $43.29. These options will have value only if our Company’s stock price increases above $43.29, which provides incentive to the NEOs to increase shareholder value, thereby aligning their interests with those of our Company’s shareholders. The number of options granted to each NEO is shown in the “Grants of Plan-Based Awards” table.

Prior to January 1, 2014, our defined benefit pension plan covered essentially all U.S. employees after one year of service. As a qualified plan, it was subject to maximum pay and benefit limits under the tax rules. Our SERP provided a supplement to an executive’s pension benefit equal to the amount that the executive would have received but for the tax limitations. Details of benefits under the defined benefit plan and the SERP are set forth in the “Pension Benefits Table,” including the accompanying narrative. Effective January 1, 2014, the pension benefit earned to date by active participants under our Company’s legacy U.S. defined benefit pension plan was frozen and future accruals are no longer provided. When the pension plan was frozen, the SERP was similarly frozen.

Our NEOs are covered by our qualified defined contribution 401(k) plan and entitled to a Company match on a portion of their deferrals to the plan. The elimination of the U.S defined benefit pension plan described above was partially offset by an increase in our Company match to contributions made by participants into our defined contribution 401(k) and executive savings investment plans. The amounts which may be deferred on a tax preferred basis into the qualified plan, as well as the amount of the matching contributions, are also subject to IRS limitations. We have also established supplemental plans to compensate executives for these limits. Our ESIP permits executives to defer any excess contributions and matching payments not permitted into the qualified 401(k) plan. According to market data provided by Meridian, these types of benefits are generally offered by our peer group, often with enhanced benefit formulas (which we do not provide). Details of the ESIP, including the contributions, earnings, and year-end balances, are set forth in the “Non-qualified Deferred Compensation Table.”

On September 23, 2016, the HC&CC adopted an executive severance plan for our Company. The plan provides benefits to a number of our Company’s executives, including the NEOs, in the event of a qualifying termination, which includes an involuntary termination without cause or a voluntary termination as a result of good reason (as such terms are defined in the plan). Unlike many other public companies, we have not offered employment agreements to our executives. In adopting the

plan, the HC&CC considered that the market practice at peer companies is to provide executives with certain benefits in the event of such terminations, and therefore concluded that the plan would be a significant benefit to our Company in attracting and retaining key executives by offering a competitive total compensation package.

Post-termination benefits for participating employees consist of a lump sum payment equal to:

Such benefits are subject to reduction under certain circumstances, including to the extent necessary to avoid certain federal excise taxes. In addition, no benefits will be paid to the extent duplicative of benefits under a change in control or similar agreement with our Company.

The payment of benefits under the plan is conditioned upon, among other things, the employee executing a general release in favor of our Company, which shall include confidentiality, non-solicitation, non-disparagement and non-competition obligations of the employee in favor of our Company.

A description of the projected cost, if all of the NEOs were terminated on September 30, 2022, is provided under “Potential Payments upon Termination or Change in Control.”

The HC&CC has adopted a CIC Plan in which the current and future executive officers, including the NEOs, will be eligible to participate, as discussed under “Potential Payments upon Termination or Change in Control.”

The CIC Plan is designed to provide executives with increased security in the event of a change in control and allow them to weigh alternative future courses for our Company focused on the interests of our shareholders. We believe that the retention value provided by the CIC Plan, and the benefit to us when the executive is provided the opportunity to focus on the interests of our shareholders and not the executive’s own personal financial interests, outweighs the potential cost given that:

From time to time in the last several years, our Board has established limitations on the benefits provided under the change in control agreements. In November 2011, our Board adopted a policy pursuant to which we would not include tax gross-up payments relating to severance payments, and instead adopted the “best-of-net” approach (i.e., we will reduce the severance payments to avoid excise tax to put the executive officer in a better net-tax position).

The CIC Plan was adopted to standardize the severance paid to current and future NEOs and other specified members of our Company’s senior management (collectively, the “Participants” and, each individually, a “Participant”), in the event of a termination of their employment from our Company without Cause or for Good Reason (as such terms are defined in the CIC Plan) within the period beginning immediately upon a Change in Control (as such terms are defined in the CIC Plan) and continuing until the lapse of 24 months immediately following a Change in Control of the Company (the “Change in Control Period”). The CIC Plan is intended to provide Participants with certainty as to benefits that would be paid in the event of a termination of their employment following a Change in Control so that Participants can focus on continuity in the management and direction of our Company’s businesses and operations during the periods before and after a Change in Control. The benefits provided to the executive officers under the CIC Plan are:

Our equity incentive awards under the A&R 2018 Plan are “double trigger” awards, meaning that unvested stock options and restricted stock equivalent awards vest immediately only if (i) there is a change in control of our Company, and (ii) (x) such awards are not converted, assumed or replaced by the successor or survivor corporation or (y) the service of the award recipient is involuntarily terminated within a designated period following the effective date of such change in control.

A description of the projected cost, if a change in control were to have occurred on the last day of fiscal 2022 and all of the NEOs were terminated without Cause on that date, is provided under “Potential Payments upon Termination or Change in Control.”

We offer a limited number of perquisites for our executive officers. The perquisites or executive benefits consist of the executive financial planning program, group life insurance, accidental death and dismemberment insurance, and an executive long-term disability plan. We regularly review the benefits provided to our executives and make appropriate modifications based on peer group analysis and the HC&CC’s evaluation of the retentive value of these benefits.

To directly align the interests of our NEOs with our shareholders, our stock ownership guidelines provide that the CEO must maintain ownership of our common stock with a value of at least five times his base salary, and other executive officers must maintain common stock ownership with a value of at least three times their base salaries. New executive officers are given a period of five years to attain full compliance with the guidelines.

For purposes of this determination, stock ownership includes shares of our common stock which are owned directly or by family members residing with the executive or by family trusts, as well as vested options, vested and deferred RSEs, unvested RSEs (other than equivalents subject to achievement of performance targets), and common stock or stock equivalents credited to an officer under our defined contribution 401(k) plan, our ESIP, or our deferred compensation plan. As of September 30, 2022, each of our NEOs with five years or more of service were in compliance with these guidelines.

Under our insider trading policy, directors, officers and employees or their designees are prohibited from engaging in speculative trading or hedging transactions in Edgewell securities or purchasing any financial instruments or entering into any other arrangements designed to hedge or offset any decrease in the market value of Edgewell securities, including prohibitions on:

Our policy prohibits directors, officers and employees from purchasing Edgewell securities on margin, holding Edgewell securities in a margin account, or pledging Edgewell securities as collateral. The policy also prohibits engaging in any other transaction involving Edgewell securities that suggests the misuse of information that is unavailable to the general public.

On April 24, 2017, our Board adopted the Edgewell Personal Care Company Incentive Compensation Recoupment Policy (the “Recoupment Policy”). Under the Recoupment Policy, our Board and the HC&CC may direct our Company to recoup overpayments of incentive compensation from an executive officer of our Company when (i) such incentive compensation was overpaid as a result of the restatement of the reported financial or operating results of our Company due to non-compliance with financial reporting requirements under the securities laws and the restatement is not due to a change in accounting policy or applicable law, and (ii) the executive officer engaged in misconduct that caused or contributed, directly or indirectly, to the non-compliance that resulted in the obligation to restate our Company’s reported results.

“Incentive compensation” under the Recoupment Policy includes all annual and long-term cash incentive awards, equity awards, and equity-based performance awards that are granted, earned or vested based wholly or in part upon the attainment of any financial reporting measure. “Overpayment” under the Recoupment Policy means incentive compensation granted, paid to, issued or vested in excess of the incentive compensation that would have been paid or granted or would have vested had the actual payment, granting or vesting been calculated based on accurate data or restated results.

The Recoupment Policy applies to all incentive compensation, granted, paid or credited after April 24, 2017. Our Board and the HC&CC may instruct our Company to recover and/or cancel any overpayment made at any time through the end of the third fiscal year following the year for which inaccurate performance criteria were measured. If steps have been taken within this period to restate our Company’s results, the time period shall be extended until the restatement is completed.

Section 162(m) of the Code generally disallows a tax deduction to public companies for annual compensation over $1 million paid to “covered employees.” Prior to the Tax Cuts and Jobs Act of December 2017, the Code provided an exception that generally excluded from the calculation of the $1 million cap compensation that was based on the attainment of pre-established, objective performance goals established under a shareholder approved plan. Historically, the HC&CC considered, among other things, the impact of this exclusion for performance-based compensation when developing and implementing our executive compensation programs. Annual cash incentive awards under our short-term incentive program, and restricted stock equivalent awards under our long-term incentive program have generally been designed in a manner intended to meet the requirements under the exclusion, although we could not guarantee such treatment given the complex nature of the performance-based compensation requirements.

The new tax legislation removed the exception for performance-based compensation (unless the compensation qualifies for certain transition relief, the scope of which is currently uncertain) for taxable years beginning after December 31, 2017. The definition of “covered employees” was also expanded to include a company’s chief financial officer (in addition to the chief executive officer and three other most highly paid executive officers), plus any individual who has been a “covered employee” in any taxable year beginning after December 31, 2016.

While the HC&CC seeks to preserve tax deductibility in developing and implementing our compensation program, the HC&CC also believes that it is important to maintain flexibility in administering compensation programs in a manner designed to promote varying corporate goals. Accordingly, we have not adopted a policy that all compensation must qualify as deductible for tax purposes and retain the ability to provide compensation that may not qualify as deductible under Section 162(m).

This Summary Compensation Table sets forth information for compensation relating to fiscal years 2022, 2021 and 2020. For a discussion of fiscal year 2022 compensation, see “Compensation Discussion and Analysis” above.