Honest Company, Inc.
For the period ended Dec 31, 2025. Filed Apr 9, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Dec 31, 2025 · Filed Apr 9, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. ___ )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
☐ Preliminary Proxy Statement
☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒ Definitive Proxy Statement
☐ Definitive Additional Materials
☐ Soliciting Material Pursuant to § 240.14a-12
The Honest Company, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
☒ No fee required.
☐ Fee paid previously with preliminary materials
☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
12130 Millennium Drive, #500
Los Angeles, CA 90094
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held On May 21, 2026
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders of The Honest Company, Inc., a Delaware corporation (the “Company”). The meeting will be held on Thursday, May 21, 2026 at 8:30 a.m. Central Time through a live webcast at www.virtualshareholdermeeting.com/HNST2026. The meeting will be conducted in a virtual format only with no in-person attendance. The meeting will be held for the following purposes:
To elect the Board’s three nominees for director listed in the accompanying Proxy Statement, until the 2029 Annual Meeting of Stockholders and until his or her successor has been duly elected and qualified.
To ratify the selection by the Audit Committee of the Board of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2026.
To conduct any other business properly brought before the meeting.
These items of business are more fully described in the Proxy Statement accompanying this Notice.
This year's Annual Meeting will be held virtually through a live webcast. You will be able to attend the Annual Meeting, submit questions and vote during the live webcast by visiting www.virtualshareholdermeeting.com/HNST2026 and entering the 16-digit Control Number included in your Notice of Internet Availability, proxy card, or in the instructions that you received via email. Please refer to the additional logistical details and recommendations in the accompanying Proxy Statement. You may log-in beginning at 8:15 a.m. Central Time, on Thursday, May 21, 2026.
The record date for the Annual Meeting is March 31, 2026. Only stockholders of record at the close of business on that date may vote at the meeting or any adjournment thereof. The proxy materials, including the Proxy Statement and our 2025 Annual Report, are being distributed and made available on or about April 9, 2026.
By Order of the Board of Directors,
Brendan Sheehey
General Counsel & Corporate Secretary
Los Angeles, California
April 9, 2026
YOUR VOTE IS IMPORTANT. Whether or not you expect to attend the meeting, please complete, date, sign and return the proxy card mailed to you if one was mailed to you, or vote over the telephone or the internet as instructed in these materials, as promptly as possible in order to ensure your representation at the meeting. Even if you have voted by proxy, you may still vote online if you attend the meeting. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the meeting, you may need to obtain a proxy issued in your name from that record holder. Please contact your broker, bank or other nominee for information about specific requirements if you would like to vote your shares at the meeting.
Important Notice Regarding the Availability of Proxy Materials for the Stockholders’ Meeting to Be Held on Thursday, May 21, 2026 at 8:30 a.m. Central Time online at www.virtualshareholdermeeting.com/HNST2026The Proxy Statement and 2025 Annual Report to Stockholders are available at www.proxyvote.com.
THE HONEST COMPANY, INC.
12130 Millennium Drive, #500
Los Angeles, CA 90094
PROXY STATEMENT
FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS
May 21, 2026
MEETING AGENDA
| Proposals | Page | Voting Standard | Board Recommendation |
|---|---|---|---|
| Election of Directors named herein | 6 | Plurality of the votes of the shares present virtually or represented by proxy | For each director nominee |
| Ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year ending December 31, 2026 | 16 | Majority of the voting power of the shares present virtually or represented by proxy and voting affirmatively or negatively (excluding abstentions and broker non-votes) on the matter | For |
TABLE OF CONTENTS
| QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING | 1 |
|---|---|
| Proposal 1 Election Of Directors | 6 |
| Information regarding the Board and Corporate Governance | 9 |
| Independence of The Board | 9 |
| Board Leadership Structure | 9 |
| Role of the Board in Risk Oversight | 9 |
| Meetings of The Board | 10 |
| Audit Committee | 11 |
| Compensation Committee | 12 |
| Nominating and Corporate Governance Committee | 14 |
| Stockholder Communications with the Board | 16 |
| Code of Business Conduct and Ethics | 16 |
| Corporate Governance Guidelines | 16 |
| Insider Trading Policy | 16 |
| Hedging Policy | 16 |
| Proposal 2 Ratification of Selection of Independent Registered Public Accounting Firm | 16 |
| Executive Officers | 18 |
| Security Ownership of Certain Beneficial Owners and Management | 20 |
| Delinquent Section 16(a) Reports | 21 |
| Executive Compensation | 22 |
| Summary Compensation Table | 22 |
| Outstanding Equity Awards at Fiscal Year End | 24 |
| Potential Payments Upon Termination or Change in Control | 25 |
| Director Compensation | 27 |
| Securities Authorized for Issuance Under Equity Compensation Plans | 31 |
| Transactions With Related Persons and Indemnification | 31 |
| Related Person Transactions Policy and Procedures | 31 |
| Certain Related Person Transactions | 32 |
| Indemnification | 33 |
| Householding of Proxy Materials | 33 |
| Other Matters | 33 |
| Annex A— Use of Non-GAAP Financial Measures | 34 |
Forward-Looking Statements
This proxy statement contains forward-looking statements about us and our industry which involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this proxy statement, including statements regarding our future results of operations or financial condition, business strategy, and plans and objectives of management for future operations, are forward-looking statements. Such statements may include, but are not limited to, statements concerning our ability to achieve or sustain profitability, building upon the distinctive elements of the Honest brand, our increase in revenue and market share, the growth potential of the Honest brand, Powering Honest Growth initiative in driving growth, performance of specific product categories, users’ trust in our brand, our strengthening financial foundation, strengthening of supply chain efficiencies, cost structure improvements, and our focus on driving shareholder value. In some cases, you can identify forward-looking statements because they contain words such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “ongoing,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will” or “would” or the negative of these words or other similar terms or expressions.
You should not rely on forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this proxy statement primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition and operating results.
The outcome of the events described in these forward-looking statements is subject to risks, uncertainties and other factors described in the section titled “Risk Factors” in the Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission on February 25, 2026 (“Annual Report”), and subsequent filings with the Securities and Exchange Commission. The results, events and circumstances reflected in the forward-looking statements may not be achieved or occur, and actual results, events or circumstances could differ materially from those described in the forward-looking statements. We undertake no obligation to update any forward-looking statements made in this proxy statement to reflect events or circumstances after the date of this proxy statement or to reflect new information or the occurrence of unanticipated events, except as required by law.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.