Helen of Troy DEF 14A: Executive Compensation Details

Ticker: HELE · Form: DEF 14A · Filed: Jun 21, 2024 · CIK: 916789

Sentiment: neutral

Topics: proxy-statement, executive-compensation, sec-filing

Related Tickers: HELE

TL;DR

Helen of Troy's exec comp filing is out - check out the equity awards for FY24.

AI Summary

Helen of Troy Ltd. filed its DEF 14A on June 21, 2024, detailing executive compensation for the fiscal year ending February 29, 2024. The filing includes information on equity awards granted, outstanding awards, and changes in their value for key personnel. Specific dollar amounts and dates related to these awards are presented within the compensation tables.

Why It Matters

This filing provides shareholders with transparency into how executive compensation is structured and awarded, impacting corporate governance and investor confidence.

Risk Assessment

Risk Level: low — This is a routine DEF 14A filing providing information on executive compensation and is not indicative of immediate financial risk.

Key Players & Entities

FAQ

What is the primary purpose of a DEF 14A filing?

A DEF 14A filing, also known as a Definitive Proxy Statement, is filed by a company to solicit proxies from shareholders for an upcoming annual or special meeting. It provides detailed information about matters to be voted on, including executive compensation, director elections, and other corporate governance issues.

What fiscal year does this DEF 14A filing cover?

This DEF 14A filing by Helen of Troy Ltd. covers the fiscal year ending on February 29, 2024.

What type of compensation information is typically detailed in a DEF 14A?

DEF 14A filings typically detail executive compensation, including base salary, bonuses, stock awards, option awards, and other benefits, often presented in tables like the Summary Compensation Table.

Who is the filer of this DEF 14A?

The filer of this DEF 14A is HELEN OF TROY LTD.

When was this DEF 14A filing submitted to the SEC?

This DEF 14A filing was submitted to the SEC on June 21, 2024.

Filing Stats: 4,563 words · 18 min read · ~15 pages · Grade level 15.4 · Accepted 2024-06-21 08:15:43

Key Financial Figures

Filing Documents

Executive Compensation Features

Executive Compensation Features 11

Executive Compensation Program Aligned With Shareholders

Executive Compensation Program Aligned With Shareholders 12 INFORMATION ABOUT SOLICITATION AND VOTING 12 Solicitation of Proxies 13 Voting Securities and Record Date 13 Quorum; Voting 14 Attending and Participating in t he Virtual Annual Meeting 15 CORPORATE GOVERNANCE AND BOARD MATTERS 15 Proposal 1: Election of Directors 16 Nominees for the Election of Directors 22 Corporate Governance 31 Director Compensation 33

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 33 Proposal 2: Advisory Approval of the Company's Executive Compensation 34 Compensation Discussion & Analysis 55 Compensation Committee Report 56

Executive Compensation Tables

Executive Compensation Tables 56 Summary Compensation Table 57 Mininberg Employment Agreement 58 G eoffroy Employment Agreement 59 Grants of Plan-Based Awards in Fiscal Year 2024 60 Outstanding Equity Awards at Fiscal Year- End 2024 61 Option Exercises and Stock Vested During Fiscal Year 2024 61 Equity Compensation Plan Information 64 Potential Payments Upon Termination or Change of Control 71 CEO Pay Ratio for Fiscal Year 2024 72 Pay versus Performance 75 AUDIT COMMITTEE MATTERS 75 Proposal 3 : Appointment of Auditor and Independent Registered Public Accounting Firm for the 2025 Fiscal Year and Authorization of the Audit Committee of the Board of Directors to Set the Auditor's Remuneration 75 Composition 75 Responsibilities 76 Audit and Other Fees Paid to our Independent Registered Public Accounting Firm 77 Audit Committee Report 78 78

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management 79 Delinquent Section 16(a) Reports 80 ADDITIONAL INFORMATION 80 Certain Relationships - Related Person Transactions 80 Shareholder Proposals 81 Other Matters 81 Householding Materials 81 Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting 82 How to Obtain our Annual Report, Proxy Statement and Other Information about the Company 85 ANNEX-A - NON-GAAP AND OTHER FINANCIAL M EASURES 85 Reconciliation of GAAP Diluted Earnings Per Share ("EPS") to Adjusted Diluted EPS (Non- GAAP) 86 Reconciliation of GAAP Operating Income and Margin to Adjusted Operating Income and Margin (Non-GAAP) 87 Reconciliation of GAAP Net Income to EBITDA and Adjusted EBITDA (Non-GAAP) INDEX OF KEY GOVERNANCE AND RELATED INFORMATION 26 Board Committees and Meetings 24 Board Independence 71 CEO Pay Ratio for Fiscal Year 2024 44 Competitive Pay Position for our NEOs 32 Director Stock Ownership and Compensation Guidelines 53 Prohibition on Pledging and Hedging and Restrictions on Other Transactions Involving Common Stock 30 Shareholder Communications to the Board of Directors 53 Stock Ownership Guidelines of our NEOs 2024 Proxy Statement 5 ABOUT HELEN OF TROY We provide the below highlights of certain financial information. As this is only a summary, please refer to the complete Proxy Statement, 2024 Annual Report to Shareholders and related materials before you vote. Helen of Troy Limited (NASDAQ: HELE) is a leading global consumer products company offering creative products and solutions for our customers through a diversified portfolio of well-recognized and widely-trusted brands. We go to market under a number of brands, some of which are licensed. Our portfolio of brands include OXO, Hydro Flask, Osprey, Vicks, Braun, Honeywell, PUR, Hot Tools, Drybar, Curlsmith and Revlon, among others. We have built leading market positions

Executive Compensation Features

Executive Compensation Features Overall, our executive compensation program emphasizes performance- and equity-based compensation to align it with shareholder interests and includes other practices that we believe serve shareholder interests such as paying for performance and maintaining policies relating to clawbacks of incentive awards and prohibitions on hedging or pledging Company stock. Important features of our executive compensation program include the following: Feature Terms Rigorous Performance Metrics Established rigorous performance goals based on multiple metrics that are not duplicative between short-term and long-term incentive awards. Long-Term Incentives Established multi-year performance periods for long-term incentive awards, with minimum vesting periods for Company equity grants. Pay for Performance Our executive compensation programs are designed to demonstrate our execution on our pay for performance philosophy. Approximately 88% of target CEO pay and an average of 55% of target pay (excluding Mr. Grass's interim CFO compensation) for our other named executive officers in fiscal year 2024 was at risk based on performance of the Company.

Executive Compensation Program Aligned With Shareholders

Executive Compensation Program Aligned With Shareholders Our executive compensation program is aligned with Company performance. During fiscal year 2024, we navigated through a challenging macroeconomic environment including continued inflationary pressures, higher interest rates, lower and shifting consumer demand, and resulting reduced orders from retail customers as they rebalanced trade inventory levels. Our incentive plan results reflect Company performance. For fiscal year 2024, we made payouts to our NEOs based upon a blended 76.3% achievement of the target award measures under our annual incentive plan and we made no payouts under our long-term incentive plan. This aligns with our performance and financial results. 2024 Proxy Statement 11 INFORMATION ABOUT SOLICITATION AND VOTING Solicitation of Proxies The accompanying proxy is solicited by the Board of Directors of Helen of Troy Limited (the "Company") for use at its Annual General Meeting of Shareholders to be held virtually on Wednesday, August 21, 2024, promptly at 11:00 a.m., Eastern Daylight Time, and at any adjournment thereof (the "Annual Meeting"), for the purposes set forth in the accompanying Notice of Annual General Meeting of Shareholders. The Annual Meeting will be held in a virtual-only meeting format via live webcast at: www.virtualshareholdermeeting.com/HELE2024 There will be no physical meeting location as the Annual Meeting will be conducted via webcast. If you plan to attend the Annual Meeting virtually, please review the instructions for attendance included in the " Attending and Participating in the Virtual Annual Meeting " section of this Proxy Statement. A proxy may be revoked by filing a written notice of revocation or an executed proxy bearing a later date with the Secretary of the Company any time before exercise of the proxy or by attending the Annual Meeting and voting online. The Notice of Internet Availability of Proxy Materials and, for shareholders who previously r

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