Item 9A. Controls and Procedures
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 December 31, 2022, 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
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Our management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2022 based on the framework in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework). Based on the results of its evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2022.
Attestation Report of the Registered Public Accounting Firm
This Annual Report does not include an attestation report of our registered public accounting firm due to an exemption for “emerging growth 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, 2022 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.
Not applicable.
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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 2023 Annual Stockholder Meeting, to be filed with the SEC within 120 days after December 31, 2022, 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 2023 Annual Stockholder Meeting, to be filed with the SEC within 120 days after December 31, 2022, and is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this item will be contained in the Company’s definitive Proxy Statement for its 2023 Annual Stockholder Meeting, to be filed with the SEC within 120 days after December 31, 2022, 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 2023 Annual Stockholder Meeting, to be filed with the SEC within 120 days after December 31, 2022, and is incorporated herein by reference.
Item 14. Principal Accountant Fees and Services
The information required by this item will be contained in the Company’s definitive Proxy Statement for its 2023 Annual Stockholder Meeting, to be filed with the SEC within 120 days after December 31, 2022, and is incorporated herein by reference.
108
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. X
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
Amendment Nineteen to the Logistics Services Agreement, dated as of May 17, 2022, by and between the Company and Geodis Logistics, LLC. 10-Q 001-40378 10.1 8/12/2022
10.2
Amendment Twenty to the Logistics Services Agreement, dated as of July 15, 2022, by and between the Company and Geodis Logistics, LLC. 10-Q 001-40378 10.2 8/12/2022
10.3 †
Amendment Twenty One to the Logistics Services Agreement, dated as of September 2, 2022, by and between the Company and Geodis Logistics, LLC. 10-Q 001-40378 10.1 11/10/2022
10. 4 †
Amendment Twenty-Two to the Logistics Services Agreement, dated as of December 8, 2022, by and between the Company and Geodis Logistics, LLC. X
10. 5 †
Amendment Twenty-Three to the Logistics Services Agreement, dated as of December 30, 2022, by and between the Company and Geodis Logistics, LLC. X
10.6
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
10.7 +
Employment Agreement, dated April 22, 2022, by and between the Company and Steve Winchell. 10-Q 001-40378 10.1 5/13/2022
10.8 +
Separation Agreement and Release of Claims, dated January 10, 2023, by and between the Company and Nikolas Vlahos. X
10.9 +
Employment Agreement, dated January 9, 2023, by and between the Company and Carla Vernón. X
109
10. 10 †
Fourth Amended and Restated Contract Manufacturing Agreement, dated as of December 21, 2022, by and between the Company and Valor Brands LLC, a.k.a. Ontex North America. X
10.11
Amendment Twenty-Four to the Logistics Services Agreement, dated as of February 28, 2023 by and between the Company and Geodis Logistics, LLC. X
10.12
2023 Inducement Plan 8-K 001-40378 10.1 3/16/2023
10.13
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
21.1
List of Subsidiaries X
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
Inline XBRL Instance Document
Inline XBRL Taxonomy Extension Schema Document
Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB
101.PRE
101.DEF
Inline XBRL Taxonomy Extension Label Linkbase Document
Inline XBRL Taxonomy Extension Presentation Linkbase Document
Inline 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
110
* 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.
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 16, 2023
By: /s/ Carla Vernón
Carla Vernón
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 Carla Vernón, 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.
111
Signature Title Date
/s/ Carla Vernón
Chief Executive Officer and Director March 16, 2023
Carla Vernón
(Principal Executive Officer)
/s/ Kelly J. Kennedy Executive Vice President, Chief Financial Officer
March 16, 2023
Kelly J. Kennedy (Principal Financial and Accounting Officer)
/s/ Jessica Warren Chief Creative Officer and Director
March 16, 2023
Jessica Warren
/s/ James D. White Director March 16, 2023
James D. White
/s/ Katie Bayne Director March 16, 2023
Katie Bayne
/s/ Julia M. Brown Director March 16, 2023
Julia M. Brown
/s/ Susan Gentile Director March 16, 2023
Susan Gentile
/s/ John R. Hartung Director March 16, 2023
John R. Hartung
/s/ Eric Liaw Director March 16, 2023
Eric Liaw
/s/ Avik Pramanik Director March 16, 2023
Avik Pramanik
/s/ Nikolaos Vlahos Director March 16, 2023
Nikolaos Vlahos
112