The Honest Company (HNST) Proxy filing summary

Executive summary

• 2025 marked a year of strategic clarity, with exits from direct-to-consumer fulfillment, apparel, and the Canadian market to focus on core products and channels, resulting in a more focused organization and improved financial foundation.

• Revenue for 2025 was $371 million (down 1.9%), with organic revenue up 5.3% year-over-year, driven by strong growth in wipes and personal care; adjusted EBITDA reached $22 million, and the company ended the year with $90 million in cash and no debt.

• The Board authorized a $25 million share repurchase program in February 2026, reflecting confidence in the company’s financial position and future prospects.

• Household penetration reached an all-time high of 7.6%, with wipes and personal care portfolios delivering 25% and 12% consumption growth, respectively.

• Leadership was strengthened with new appointments in finance and supply chain, supporting operational discipline and future growth.

Voting matters and shareholder proposals

• Stockholders will vote on the election of three directors (Jessica Alba, Alissa Hsu Lynch, Andrea A. Turner) for terms expiring at the 2029 Annual Meeting.

• Ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm for fiscal year ending December 31, 2026 is on the agenda.

• No other shareholder proposals are scheduled; any other business may be addressed at the meeting as appropriate.

Board of directors and corporate governance

• The Board consists of nine members, with a strong emphasis on diversity—78% are women or racially/ethnically diverse.

• Board leadership is separated, with an independent chair to reinforce oversight and accountability.

• Three standing committees (Audit, Compensation, Nominating and Corporate Governance) are fully independent and meet regularly.

• Annual self-assessments are conducted for the Board and committees to ensure effective performance.

• Corporate governance guidelines, code of conduct, insider trading, and hedging policies are in place and regularly reviewed.