Honest Company Inc
For the period ended Dec 31, 2023. Filed Mar 8, 2024.
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FY2023 · Filed Mar 8, 2024
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Item 15. Exhibits, Financial Statement Schedules
Item 15. Exhibits and Financial Statement Schedules
The following documents are filed as part of this Annual Report on Form 10-K:
Financial Statements. See Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10‑K.
Financial Statement Schedules. All financial statement schedules are omitted because they are not applicable, not required under the instructions, or the requested information is included in the consolidated financial statements or notes thereto.
Exhibits. The following is a list of exhibits filed with this report or incorporated herein by reference:
| Incorporation by Reference | |||||
|---|---|---|---|---|---|
| Exhibit Number · Exhibit Description · Form · File No. · Exhibit · Filing Date · Filed Herewith | |||||
| 3.1 | Amended and Restated Certificate of Incorporation of the Company. | 8-K | 001-40378 | 3.1 | 5/11/2021 |
| 3.2 | Amended and Restated Bylaws of the Company. | 10-K | 001-40378 | 3.2 | 3/16/2023 |
| 4.1 | Form of Common Stock Certificate | 10-K | 001-40378 | 4.1 | 3/28/2022 |
| 4.2 | Description of Capital Stock | 10-K | 001-40378 | 4.2 | 3/28/2022 |
| 10.1 | Amended and Restated Investors’ Rights Agreement, dated as of June 11, 2018. | S-1 | 333-255150 | 10.1 | 4/9/2021 |
| 10.2+ | 2011 Stock Incentive Plan and forms of agreements thereunder. | S-1 | 333-255150 | 10.2 | 4/9/2021 |
| 10.3+ | 2021 Equity Incentive Plan and forms of agreements thereunder. | S-1/A | 333-255150 | 10.3 | 4/20/2021 |
| 10.4+ | 2021 Employee Stock Purchase Plan. | S-1/A | 333-255150 | 10.4 | 4/20/2021 |
| 10.5+ | Non-Employee Director Compensation Policy. | S-1/A | 333-255150 | 10.5 | 4/26/2021 |
| 10.6+ | Form of Indemnity Agreement entered into by and between the Company and each director and executive officer. | S-1/A | 333-255150 | 10.6 | 4/20/2021 |
| 10.7+ | Amended and Restated Employment Agreement, dated April 26, 2021, by and between the Company and Jessica Warren. | S-1/A | 333-255150 | 10.8 | 4/26/2021 |
| 10.8+ | Amended and Restated Employment Agreement, dated April 24, 2021, by and between the Company and Brendan Sheehey. | S-1/A | 333-255150 | 10.16 | 4/26/2021 |
| 10.9 | Office Lease, dated as of July 8, 2015, byand between the Company and CVLatitude 34 LLC. | S-1 | 333-255150 | 10.17 | 4/9/2021 |
| 10.10 | Warehouse Lease Agreement, dated as ofNovember 16, 2016, by and between theCompany and GLP US Management LLC(as successor in interest to PHI DonovanLand, LLC), as amended. | S-1 | 333-255150 | 10.18 | 4/9/2021 |
| 10.11+ | Employment Agreement, dated April 22,2022, by and between the Company andSteve Winchell. | 10-Q | 001-40378 | 10.1 | 5/13/2022 |
| 10.12+ | Employment Agreement, dated April 13, 2023, by and between the Company and Katherine Barton. | 10-Q | 001-40378 | 10.1 | 5/9/2023 |
| 10.13+ | Employment Agreement, dated August 31, 2023, by and between the Company and David Loretta. | 10-Q | 001-40378 | 10.1 | 11/8/2023 | |
| 10.14+ | Separation Agreement and Release of Claims, dated September 29, 2023, by and between the Company and Kelly Kennedy. | 10-Q | 001-40378 | 10.2 | 11/8/2023 | |
| 10.15 | Credit Agreement dated January 25, 2023, by and among the Company, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent. | 8-K | 001-40378 | 10.1 | 1/27/2023 | |
| 10.16+ | Separation Agreement and Release of Claims, dated January 10, 2023, by and between the Company and Nikolas Vlahos. | 10-K | 001-40378 | 10.5 | 3/16/2023 | |
| 10.17+ | Employment Agreement, dated January 9, 2023, by and between the Company and Carla Vernón. | 10-K | 001-40378 | 10.6 | 3/16/2023 | |
| 10.18 | 2023 Inducement Plan | 8-K | 001-40378 | 10.1 | 3/16/2023 | |
| 10.19 | Form of Global RSU Award Grant Notice and Global RSU Award Agreement under the 2023 Inducement Plan | 8-K | 001-40378 | 10.2 | 3/16/2023 | |
| 10.20† | Third Amended and Restated Contract Manufacturing Agreement, dated as of January 1, 2024 by and between the Company and Valor Brands LLC, a.k.a. Ontex North America. | X | ||||
| 10.21+ | Employment Agreement, dated January 1, 2024, by and between the Company and Dorria Ball. | X | ||||
| 21.1 | List of Subsidiaries | 10-K | 001-40378 | 21.1 | 3/16/2023 | |
| 23.1 | Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm. | X | ||||
| 24.1 | Power of Attorney (included on the signature page of this Annual Report on Form 10-K) | X | ||||
| 31.1 | Certification of Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X | ||||
| 31.2 | Certification of Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X | ||||
| 32.1* | Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | X | ||||
| 32.2* | Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | X |
| 97* | The Honest Company, Inc. Clawback Policy | X |
| 101.INS 101.SCH101.CAL | Inline XBRL Instance DocumentInline XBRL Taxonomy Extension Schema DocumentInline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.LAB101.PRE101.DEF | Inline XBRL Taxonomy Extension Label Linkbase DocumentInline XBRL Taxonomy Extension Presentation Linkbase DocumentInline XBRL Taxonomy Extension Definition Linkbase Document | |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
- Indicates a management contract or compensatory plan
- Furnished herewith and not deemed to be “filed” for purposes of Section 18 of the Exchange Act, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act (whether made before or after the date of the Form 10-K), irrespective of any general incorporation language contained in such filing.
† Portions of this exhibit (indicated by asterisks) have been omitted because the registrant has determined that the information is both not material and is the type that the registrant treats as private or confidential.
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