Honest Company, Inc. 10-K

Item 9A. Controls and Procedures. Evaluation of Disclosure Controls and Procedures We maintain “disclosure controls a nd procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act, that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is (1) recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and (2) accumulated and communicated to our management, including our principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure. Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated, as of the period ended December 31, 2021, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on that evaluation, our principal executive officer and principal financial officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level. Management’s Annual Report on Internal Control over Financial Reporting This Annual Report does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of the Company's registered public accounting firm due to a transition period established by rules of the SEC for newly public companies. Changes in Internal Control over Financial Reporting There was no change in the Company's internal control over financial reporting that occurred during the quarter ended December 31, 2021 that has materially affected, or is reasonably likely to materially affect the Company's internal control over financial reporting. Limitations on Effectiveness of Controls and Procedures In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs. Our management, including our Chief Executive Officer and Chief Financial Officer, believe that our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives and are effective at the reasonable assurance level. However, our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud. Item 9B. Other Information. None. Item 9C. Disclosure Regarding Foreign Jurisdiction that Prevent Inspections. None. 97 PART III Item 10. Directors, Executive Officers and Corporate Governance The information required by this item will be contained in the Company’s definitive Proxy Statement for its 2022 Annual Stockholder Meeting, to be filed with the SEC within 120 days after December 31, 2021, and is incorporated herein by reference. We maintain a Code of Conduct that is applicable to all employees, officers and directors. Our Code of Conduct is available on our website at investors.honest.com. We expect that any amendments to the Code of Conduct, or any waivers of its requirements, will be disclosed on our website, if required by applicable law or the listing standards of The Nasdaq Global Select Market. The inclusion of our website address in this Annual Report on Form 10-K does not include or incorporate by reference into this Annual Report on Form 10-K the information on or accessible through our website. Item 11. Executive Compensation The information required by this item will be contained in the Company’s definitive Proxy Statement for its 2022 Annual Stockholder Meeting, to be filed with the SEC within 120 days after December 31, 2021, and is incorporated herein by reference. Item 12. Security Ownership of Certain Beneficial Owner and Management and Related Stockholder Matters The information required by this item will be contained in the Company’s definitive Proxy Statement for its 2022 Annual Stockholder Meeting, to be filed with the SEC within 120 days after December 31, 2021, and is incorporated herein by reference. Item 13. Certain Relationships and Related Transactions, and Director Independence The information required by this item will be contained in the Company’s definitive Proxy Statement for its 2022 Annual Stockholder Meeting, to be filed with the SEC within 120 days after December 31, 2021, and is incorporated herein by reference. Item 14. Principal Accounting Fees and Services The information required by this item will be contained in the Company’s definitive Proxy Statement for its 2022 Annual Stockholder Meeting, to be filed with the SEC within 120 days after December 31, 2021, and is incorporated herein by reference. 98 PART IV 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. 8-K 001-40378 3.2 5/11/2021 4.1 Form of Common Stock Certificate. S-1/A 333-255150 4.1 4/26/2021 4.2 Description of Capital Stock. X 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 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 24, 2021, by and between the Company and Nikolaos Vlahos. S-1/A 333-255150 10.7 4/26/2021 10.8 + 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 10.9 + Amended and Restated Employment Agreement, dated April 25, 2021, by and between the Company and Donald Frey. S-1/A 333-255150 10.9 4/26/2021 10.10 + Amended and Restated Employment Agreement, dated April 24, 2021, by and between the Company and Janis Hoyt. S-1/A 333-255150 10.10 4/26/2021 10.11 + Amended and Restated Employment Agreement, dated April 24, 2021, by and between the Company and Kelly Kennedy. S-1/A 333-255150 10.11 4/26/2021 10.12 + Amended and Restated Employment Agreement, dated April 25, 2021, by and between the Company and Glenn Klages. S-1/A 333-255150 10.12 4/26/2021 10.13 + Amended and Restated Employment Agreement, dated April 24, 2021, by and between the Company and Jasmin Manner. S-1/A 333-255150 10.13 4/26/2021 99 10.14 + Amended and Restated Employment Agreement, dated April 24, 2021, by and between the Company and Sharareh Parvaneh. S-1/A 333-255150 10.14 4/26/2021 10.15 + Amended and Restated Employment Agreement, dated April 24, 2021, by and between the Company and Rick Rexing. S-1/A 333-255150 10.15 4/26/2021 10.16 + 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 10.17 Office Lease, dated as of July 8, 2015, by and between the Company and CV Latitude 34 LLC. S-1 333-255150 10.17 4/9/2021 10.18 Warehouse Lease Agreement, dated as of November 16, 2016, by and between the Company and GLP US Management LLC (as successor in interest to PHI Donovan Land, LLC), as amended. S-1 333-255150 10.18 4/9/2021 10.19 † Logistics Services Agreement, dated as of January 31, 2014, by and between the Company and Geodis Logistics, LLC (f/k/a Ozburn-Hessey Logistics, LLC). S-1/A 333-255150 10.19 4/20/2021 10.20 † Amendment One to the Logistics Services Agreement, dated as of March 7, 2014, by and between the Company and Geodis Logistics, LLC (f/k/a Ozburn-Hessey Logistics, LLC). S-1/A 333-255150 10.20 4/20/2021 10.21 † Amendment Two to the Logistics Services Agreement, dated as of October 3, 2014, by and between the Company and Geodis Logistics, LLC (f/k/a Ozburn-Hessey Logistics, LLC). S-1/A 333-255150 10.21 4/20/2021 10.22 † Amendment Three to the Logistics Services Agreement, dated as of December 4, 2014, by and between the Company and Geodis Logistics, LLC (f/k/a Ozburn-Hessey Logistics, LLC). S-1/A 333-255150 10.22 4/20/2021 10.23 † Amendment Four to the Logistics Services Agreement, dated as of December 26, 2014, by and between the Company and Geodis Logistics, LLC (f/k/a Ozburn-Hessey Logistics, LLC). S-1/A 333-255150 10.23 4/20/2021 10.24 † Amendment Five to the Logistics Services Agreement, dated as of March 3, 2016, by and between the Company and Geodis Logistics, LLC (f/k/a Ozburn-Hessey Logistics, LLC). S-1/A 333-255150 10.24 4/20/2021 10.25 † Amendment Six to the Logistics Services Agreement, dated as of January 3, 2017, by and between the Company and Geodis Logistics, LLC. S-1/A 333-255150 10.25 4/20/2021 10.26 † Amendment Seven to the Logistics Services Agreement, dated as of May 1, 2017, by and between the Company and Geodis Logistics, LLC. S-1/A 333-255150 10.26 4/20/2021 100 10.27 † Amendment Eight to the Logistics Services Agreement, dated as of May 18, 2017, by and between the Company and Geodis Logistics, LLC. S-1/A 333-255150 10.27 4/20/2021 10.28 † Amendment Nine to the Logistics Services Agreement, dated as of March 28, 2018, by and between the Company and Geodis Logistics, LLC. S-1/A 333-255150 10.28 4/20/2021 10.29 † Amendment Ten to the Logistics Services Agreement, dated as of November 2, 2018, by and between the Company and Geodis Logistics, LLC. S-1/A 333-255150 10.29 4/20/2021 10.30 † Amendment Eleven to the Logistics Services Agreement, dated as of July 19, 2018, by and between the Company and Geodis Logistics, LLC. S-1/A 333-255150 10.30 4/20/2021 10.31 Amendment Twelve to the Logistics Services Agreement, dated as of October 31, 2019, by and between the Company and Geodis Logistics, LLC. S-1/A 333-255150 10.31 4/20/2021 10.32 † Amendment Thirteen to the Logistics Services Agreement, dated as of November 1, 2019, by and between the Company and Geodis Logistics, LLC. S-1/A 333-255150 10.32 4/20/2021 10.33 Amendment Fourteen to the Logistics Services Agreement, dated as of November 14, 2019, by and between the Company and Geodis Logistics, LLC. S-1/A 333-255150 10.33 4/20/2021 10.34 † Amendment Fifteen to the Logistics Services Agreement, dated as of December 18, 2019, by and between the Company and Geodis Logistics, LLC. S-1/A 333-255150 10.34 4/20/2021 10.35 † Second Amended and Restated Contract Manufacturing Agreement, dated as of January 1, 2019, by and between the Company and Valor Brands LLC, a.k.a. Ontex North America. S-1/A 333-255150 10.35 4/20/2021 10.36 † Amendment No. 1 to Second Amended and Restated Contract Manufacturing Agreement, dated as of January 1, 2020, by and between the Company and Valor Brands LLC, a.k.a. Ontex North America. S-1/A 333-255150 10.36 4/20/2021 10.37 † Amendment No. 2 to Second Amended and Restated Contract Manufacturing Agreement, dated as of May 1, 2020, by and between the Company and Valor Brands LLC, a.k.a. Ontex North America. S-1/A 333-255150 10.37 4/20/2021 10.38 Amendment No. 3 to Second Amended and Restated Contract Manufacturing Agreement, dated as of July 8, 2020, by and between the Company and Valor Brands LLC, a.k.a. Ontex North America. S-1/A 333-255150 10.38 4/20/2021 10.39 Credit Agreement dated as of April 30, 2021, among the Company, as a Borrower, JPMorgan Chase Bank, N.A., as the Administrative Agent, and the other parties thereto. 10-Q 001-40378 10.15 6/17/2021 101 10.40 Amendment Sixteen to the Logistics Services Agreement, dated as of July 12, 2021, by and between the Company and Geodis Logistics, LLC. 10-Q 001-40378 10.16 8/13/2021 10.41 + Nominee and Indemnity Agreement, dated September 8, 2021, by and between the Company, Catterton Management Company, L.L.C. and Scott Dahnke. 10-Q 001-40378 10.2 11/10/2021 10.42 + Nominee and Indemnity Agreement, dated September 8, 2021, by and between the Company, Catterton Management Company, L.L.C. and Avik Pramanik. 10-Q 001-40378 10.3 11/10/2021 10.43 + Employment Agreement, dated August 30, 2021, by and between the Company and Peter Gerstberger. 10-Q 001-40378 10.4 11/10/2021 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 101.INS 101.SCH 101.CAL XBRL Instance Document XBRL Taxonomy Extension Schema Document XBRL Taxonomy Extension Calculation Linkbase Document 101.LAB 101.PRE 101.DEF XBRL Taxonomy Extension Label Linkbase Document XBRL Taxonomy Extension Presentation Linkbase Document 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 102 * 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. 103 Item 16. Form 10-K Summary None. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. The Honest Company, Inc. Date: March 28, 2022 By: /s/ Nikolaos Vlahos Nikolaos Vlahos Chief Executive Officer and Director (Principal Executive Officer) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Nikolaos Vlahos, Kelly Kennedy and Brendan Sheehey, and each one of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in their name, place and stead, in any and all capacities, to sign any and all amendments to this report, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ Nikolaos Vlahos Chief Executive Officer and Director March 28, 2022 Nikolaos Vlahos (Principal Executive Officer) /s/ Kelly J. Kennedy Executive Vice President, Chief Financial Officer March 28, 2022 Kelly J. Kennedy (Principal Financial and Accounting Officer) /s/ Jessica Warren Chief Creative Officer and Director March 28, 2022 Jessica Warren /s/ James D. White Director March 28, 2022 James D. White /s/ Katie Bayne Director March 28, 2022 Katie Bayne /s/ Scott Dahnke Director March 28, 2022 Scott Dahnke /s/ Susan Gentile Director March 28, 2022 Susan Gentile /s/ Eric Liaw Director March 28, 2022 Eric Liaw /s/ Jeremy Liew Director March 28, 2022 Jeremy Liew /s/ Avik Pramanik Director March 28, 2022 Avik Pramanik 104