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Honest Company, Inc.

For the period ended Dec 31, 2025. Filed Apr 9, 2026.

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About this filing

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

HNST$4.67+5.2%Stored close · as of Nov 6, 2026
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Summary Compensation Table

The following table shows for the fiscal years ended December 31, 2025 and 2024, compensation awarded to, or paid to our named executive officers.

Name and Principal PositionYearSalary($)Bonus($)(1)Stock Awards($)(2)Non-Equity Incentive Plan Compensation($)(3)All Other Compensation ($)(4)Total ($)
Ms. Carla Vernón, Chief Executive Officer2025773,462—3,139,166219,80013,5184,145,946
2024725,000—3,683,758884,0009,7605,302,518
Mr. Curtiss Bruce, Chief Financial Officer (5)2025269,231212,5001,030,63058,00011,4841,581,845
2024——————
Mr. Etienne von Kunssberg, SVP, Supply Chain (6)2025286,73143,000585,97151,00011,536978,238
2024——————

(1) For 2025, represents: (i) for Mr. Curtiss, sign-on bonuses; and (ii) for Mr. von Kunssberg, a sign-on bonus and the discretionary portion of his 2025 cash bonus. See “— Narrative to the Summary Compensation Table — Sign-On Bonuses” and “— Narrative to the Summary Compensation Table — Non-Equity Incentive Plan Compensation” below for details.

(2) Amounts reported represent the aggregate grant date fair value of the RSUs granted to our named executive officers, computed in accordance with the provisions of ASC Topic 718. The assumptions used in calculating the grant date fair value of these stock awards are set forth in Note 11 to our audited consolidated financial statements included in our Annual Report on Form 10-K filed with the SEC on February 25, 2026. The reported amounts reflect the accounting cost for these stock awards and do not reflect the actual economic value that may be realized by the named executive officers.

(3) Reflects non-equity incentive plan compensation paid to Ms. Vernón, Mr. Bruce, and Mr. von Kunssberg for the achievement of pre-established corporate performance goals during fiscal year 2025. See “—Narrative to the Summary Compensation Table —Non-Equity Incentive Plan Compensation” below for a description of the material terms pursuant to which the non-equity incentive plan compensation for 2025 was awarded.

(4) For 2025, represents: (i) for Ms. Vernón, $1,950 for tax preparation services, $11,400 for matching contributions made by us under our 401(k) plan and $168 for life insurance policy premiums paid by us; (ii) for Mr. Bruce, $11,400 for matching contributions made by us under our 401(k) plan and $84 for life insurance policy

premiums paid by us; and (iii) for Mr. von Kunssberg, $11,400 for matching contributions made by us under our 401(k) plan, and $136 for life insurance policy premiums paid by us.

(5) Mr. Bruce commenced employment with us on June 2, 2025.

(6) Mr. von Kunssberg commenced employment with us on February 24, 2025.

Narrative to Summary Compensation Table

Annual Base Salary

Our named executive officers receive an annual base salary to compensate them for services rendered to us. The base salary payable to each named executive officer is intended to provide a fixed component of compensation reflecting the executive’s skill set, experience, role and responsibilities. None of our named executive officers is currently party to an employment agreement or other agreement or arrangement that provides for automatic or scheduled increases in base salary. The 2025 annual base salaries for our named executive officers were as follows: (1) $785,000 for Ms. Vernón; (2) $500,000 for Mr. Bruce; and (3) $355,000 for Mr. von Kunssberg.

Non-Equity Incentive Plan Compensation

We have historically provided our executives with the eligibility to earn an annual cash bonus based upon the achievement of pre-established corporate performance goals. Our executive officers, including our named executive officers, participated in our annual short-term incentive compensation program during fiscal year 2025. The 2025 target bonus opportunities (expressed as a percentage of base salary) for our named executive officers were as follows: (1) 100% for Ms. Vernón; (2) 70% for Mr. Bruce; and (3) 55% for Mr. von Kunssberg.

Under the terms of the 2025 bonus program, 50% of our named executive officers' respective bonus opportunities was based on the Company's achievement of predetermined financial goals for two performance measures — net revenue and adjusted EBITDA — and the remaining 50% was based on the Company's achievement of five equally-weighted operating priorities: expanding retail distribution and penetration; driving profit accretive revenue growth from baby, mom, and kid categories; accelerating profit accretive revenue growth in adult and all-family categories; delivering executional excellence and operating discipline; and executing The Honest Company's mission across people, purpose, and culture. The Compensation Committee also retained discretion to modify each named executive officer's bonus payout upward or downward by up to 15% based on its assessment of the individual's performance.

In February 2026, the Compensation Committee determined that the Company did not achieve the net revenue and adjusted EBITDA goals, resulting in no payout with respect to the financial goals component of the 2025 bonus program. The Compensation Committee also determined that the Company partially achieved all five of the operating priorities, resulting in a weighted payout for each named executive officer equal to 28% of their respective target bonus opportunities in 2025. In addition, in recognition of Mr. von Kunssberg's exceptional performance in 2025, the Compensation Committee approved a 15% upward modifier to his bonus payout. The 2025 cash bonuses awarded to Mr. Bruce and Mr. von Kunssberg were prorated based on their respective periods of service during 2025. Each named executive officer's 2025 cash bonus is reflected in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table and the discretionary portion of Mr. von Kunssberg's 2025 cash bonus is reflected in the Bonus column of the Summary Compensation Table.

Sign-On Bonuses

We may provide sign-on bonuses, retention bonuses, or relocation benefits to attract and retain top executive talent. In connection with their respective hires during 2025, we provided sign-on bonuses to Mr. Bruce and Mr. von Kunssberg, each of which is subject to repayment if the executive resigns without“good reason” or is terminated for “cause” (each as defined in Mr. Bruce and Mr. von Kunssberg's respective employment agreements) within 12 months of the payment. Mr. Bruce received $212,500 and Mr. von Kunssberg received $35,000 in sign-on bonuses in 2025, as reflected in the Bonus column of the Summary Compensation Table.

Equity-Based Incentive Awards

Our equity award program is the primary vehicle foroffering long-term incentives to our executives. We believe that equity awards provide our executives with a strong link to our long-term performance, create an ownership culture and help to align the interests of our executives and our stockholders. We also believe that our equity awards are an important retention tool for our executives. Prior to our IPO, we granted stock options for this purpose; following

the completion of our IPO, we have used RSUs for this purpose because they reward our executives for superior stock performance, but also encourage executive retention as these awards vest over multiple years and can maintain value even during periods when there is volatility in our stock price. We award RSUs broadly to our employees. Grants to our executives and other employees are made at the discretion of our Board and are generally made during the first quarter of the year for current employees and the quarter of hire for new employees.

Prior to our IPO on May 7, 2021, all of the stock options and RSUswe have granted were made pursuant to our 2011 Plan. Following completion of our IPO, we have granted equity incentive awards under the terms of our 2021 Plan.

Other Compensation Matters

Clawback Policy

The Company adopted a clawback policy in compliance with the Dodd-Frank Act, Exchange Act Rule 10D-1 and Nasdaq Listing Rule 5608, effective October 2, 2023. The policy applies to “Incentive Compensation,” defined as any compensation granted, earned, or vested based wholly or in part on the attainment of a “Financial Reporting Measure,” which includes GAAP-based measures as well as stock price and total stockholder return. The clawback obligation is triggered when the Company is required to prepare an “Accounting Restatement” due to material noncompliance with any financial reporting requirement under the securities laws, and recovery is required regardless of whether the covered officer, defined as current and former executive officers, engaged in any misconduct or was at fault. The amount subject to recovery is the excess of what was actually received over what would have been received based on the restated financials, calculated on a pre-tax gross basis. The look-back period covers the three completed fiscal years immediately preceding the Accounting Restatement Date (plus any transition period of less than nine months resulting from a fiscal year change), though it does not reach back to fiscal years completed before the policy's October 2, 2023 effective date. There has been no recoupment triggered since the policy's effective date.

Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information

Since our IPO in 2021, we have granted equity awards in the form of RSUs. The Company does not grant stock options, stock appreciation rights, or similar instruments with option-like features and hasno policies or practices to disclose pursuant to Item 402(x)(1) of Regulation S-K.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.