Helen Of Troy Ltd DEF 14A, filed Jun 23, 2023

Helen Of Troy Ltd (HELE)

DEF 14A 2023-06-23 For: 2023-02-28

View Original

Added on June 12, 2026

About this DEF 14A

Helen Of Troy Ltd filed this DEF 14A on June 23, 2023.

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →





WHY HELEN OF TROY

		Proven ability to acquire and integrate


	Powerful global brands; many market leaders	Global shared services infrastructure


	Consumer centric innovation	Talented management team


	Financial performance	Transformational strategy and culture


Items of Business						Board Recommendation
Proposal 1: To elect the nine nominees to our Board of Directors						FOR each Director nominee
Proposal 2: To provide advisory approval of the Company’s executive compensation						FOR
Proposal 3: To provide advisory approval of the frequency of conducting the advisory vote on executive compensation						FOR “ONE YEAR”
Proposal 4: To appoint Grant Thornton LLP as the Company’s auditor and independent registered public accounting firm for the 2024 fiscal year and to authorize the Audit Committee of the Board of Directors to set the auditor’s remuneration						FOR


Advance Voting Methods						E-Proxy IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON AUGUST 16, 2023. In accordance with Securities and Exchange Commission (“SEC”) rules, we are furnishing proxy materials to our shareholders on the Internet, rather than by mail. We believe this e-proxy process expedites our shareholders’ receipt of proxy materials, lowers our costs and reduces the environmental impact of our Annual Meeting. The Notice, Proxy Statement and the Company’s 2023 Annual Report to Shareholders and any other related proxy materials are available on our hosted website at www.proxyvote.com. For additional information, please refer to the section “Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting ” in the Proxy Statement. The Notice of Internet Availability of Proxy Materials and, for shareholders who previously requested electronic or paper delivery, the proxy materials, are to be distributed to shareholders on or about July 5, 2023. By Order of the Board of Directors, Tessa N. Judge Chief Legal Officer July 5, 2023

TELEPHONE 1-800-690-6903

INTERNET www.proxyvote.com


Page
3	MESSAGE FROM OUR CHIEF EXECUTIVE OFFICER
4	NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
6	ABOUT HELEN OF TROY
6		Transformation Strategy
7		CEO Succession Plan and Leadership Change
7		Performance Highlights
9	PROXY VOTING ROADMAP
10		Our Director Nominees to the Board of Directors
11		Corporate Governance Highlights
12		Executive Compensation Features
12		Executive Compensation Program Aligned With Shareholders
13	INFORMATION ABOUT SOLICITATION AND VOTING
13		Solicitation of Proxies
14		Voting Securities and Record Date
14		Quorum; Voting
15		Attending and Participating in t he Virtual Annual Meeting
16	CORPORATE GOVERNANCE AND BOARD MATTERS
16		Proposal 1: Election of Directors
17		Nominees for the Election of Directors
23		Corporate Governance
32		Director Compensation
34	EXECUTIVE COMPENSATION
34		Proposal 2: Advisory Approval of the Company’s Executive Compensation
35		Proposal 3: Advisory Approval of the Frequency of Conducting the Advisory Vote on Executive Compensation
36		Compensation Discussion & Analysis
57		Compensation Committee Report
58		Executive Compensation Tables
58		Summary Compensation Table
59		Employment Agreement with our CEO
60		Grants of Plan-Based Awards in Fiscal Year 2023
61		Outstanding Equity Awards at Fiscal Year-End 2023
62		Option Exercises and Stock Vested During Fiscal Year 2023
62		Equity Compensation Plan Information
65		Potential Payments Upon Termination or Change of Control
71		CEO Pay Ratio for Fiscal Year 2023
72		Pay versus Performance


75	AUDIT COMMITTEE MATTERS
75		Proposal 4 : Appointment of Auditor and Independent Registered Public Accounting Firm for the 202 4 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	OWNERSHIP OF OUR STOCK
78		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 t he Availability of Proxy Materials for t he Shareholder Meeting
82		How to Obtain o ur Annual Report, Proxy Statement and Other Information about t he Company
85	ANNEX-A - NON-GAAP AND OTHER FINANCIAL MEASURES
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 Operating Income to EBITDA and Adjusted EBITDA (Non-GAAP)

	INDEX OF KEY GOVERNANCE AND RELATED INFORMATION
27		Board Committees and Meetings
25		Board Independence
71		CEO Pay Ratio for Fiscal Year 2023
45		Competitive Pay Position for our NEOs
33		Director Stock Ownership and Compensation Guidelines

56		Prohibition on Pledging and Hedging and Restrictions on Other Transactions Involving Common Stock
31		Shareholder Communications to the Board of Directors
55		Stock Ownership Guidelines of our NEOs


						Dear Shareholders: It is my pleasure to invite you to the 2023 Annual General Meeting of Shareholders (the “Annual Meeting”) of Helen of Troy Limited (the “Company”) and inform you that the Annual Meeting will be conducted online on Wednesday, August 16, 2023, starting at 11:00 a.m. Mountain Daylight Time. The Annual Meeting will be held in a virtual-only meeting format via live webcast at www.virtualshareholdermeeting.com/HELE2023. You will not be able to attend the Annual Meeting in person. Please review the instructions for virtual attendance included in the “Attending and Participating in the Virtual Annual Meeting” section of the accompanying Proxy Statement. Shareholders will be able to listen, vote, and submit questions from their home or any remote location with Internet connectivity. You will need to provide your 16-digit control number that is on your Notice of Internet Availability of Proxy Materials (“Notice of Internet Availability”) or on your proxy card if you receive materials by mail. Details regarding how to attend the Annual Meeting online, how to vote and the business to be conducted at the Annual Meeting are more fully described in the accompanying Notice of Annual General Meeting of Shareholders and Proxy Statement. We continue to encourage you to help us reduce printing and mailing costs and conserve natural resources by submitting your proxy with voting instructions via the Internet. It is convenient and saves us significant postage and processing costs. You may also submit your proxy via telephone or by mail if you received paper copies of the proxy materials. Instructions regarding all three methods of voting are included in the Notice of Internet Availability, the proxy card and the Proxy Statement. At our Annual Meeting, we will vote on proposals (1) to elect the nine nominees to our Board of Directors (individually referred to as "Directors" and, collectively, the “Board”), (2) to provide advisory approval of the Company’s executive compensation, (3) to provide advisory approval of the frequency of conducting the advisory vote on executive compensation and (4) to appoint Grant Thornton LLP as the Company’s auditor and independent registered public accounting firm for the 2024 fiscal year and to authorize the Audit Committee of the Board to set the auditor’s remuneration, and transact such other business as may properly come before the Annual Meeting. The accompanying Notice of Annual General Meeting of Shareholders and Proxy Statement contains information that you should consider when you vote your shares. For your convenience, you can appoint your proxy via touch-tone telephone or the Internet at: 1-800-690-6903 or WWW.PROXYVOTE.COM It is important that you vote your shares whether or not you plan to virtually attend the Annual Meeting. If you do not plan on attending the Annual Meeting, we urge each shareholder to promptly sign and return the enclosed proxy card or appoint your proxy by telephone or online so that your shares will be represented and voted at the Annual Meeting. If you plan to attend the Annual Meeting virtually, you may also vote online at that time. On behalf of the management team and the Board of the Company, we would like to extend a thank you to our associates for their outstanding efforts to support the Company this year and to you our shareholders for your continued support and confidence. Sincerely, Julien R. Mininberg Chief Executive Officer



			WHETHER OR NOT YOU EXPECT TO VIRTUALLY ATTEND THE ANNUAL MEETING, PLEASE SUBMIT YOUR PROXY AS SOON AS POSSIBLE. IF YOU DO VIRTUALLY ATTEND THE ANNUAL MEETING, YOU MAY REVOKE YOUR PROXY AND VOTE IN PERSON. MOST SHAREHOLDERS HAVE THREE OPTIONS FOR SUBMITTING THEIR PROXIES PRIOR TO THE ANNUAL MEETING: (1) VIA THE INTERNET, (2) BY PHONE OR (3) BY SIGNING AND RETURNING THE ENCLOSED PROXY. IF YOU HAVE INTERNET ACCESS, WE ENCOURAGE YOU TO APPOINT YOUR PROXY ON THE INTERNET. IT IS CONVENIENT, AND IT SAVES THE COMPANY SIGNIFICANT POSTAGE AND PROCESSING COSTS.


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 Leadership Brands are brands which have number-one or number-two positions in their respective categories and include OXO®, Hydro Flask®, Osprey®, Vicks®, Braun®, Honeywell®, PUR®, Hot Tools® and Drybar® brands. We have built leading market positions through new product innovation, product quality and competitive pricing. We operate in two business segments: Home & Outdoor and Beauty & Wellness.


Fiscal year 2020 began Phase II of our transformation strategy (“Transformation”), which was designed to drive the next five years of progress. The long-term objectives of Phase II include improved organic sales growth, continued margin expansion, and strategic and effective capital deployment. Phase II includes continued investment in our Leadership Brands, with a focus on growing them through consumer-centric innovation, expanding them more aggressively outside the United States (“U.S.”), and adding new brands through acquisition. We are building further shared service capability and operating efficiency, as well as focusing on attracting, retaining, unifying and training the best people. Additionally, we are continuing to enhance and consolidate our Environmental, Social and Governance (“ESG”) efforts and accelerate programs related to Diversity, Equity, Inclusion and Belonging (“DEI&B”) to support our Phase II Transformation. In fiscal year 2023, we navigated through a challenging macroeconomic environment, lower consumer demand, shifts in consumer spending patterns, reduced orders from retail customers due to higher trade inventory levels, unprecedented inflationary pressures and higher interest rates. In response, we acted quickly to implement a broad set of initiatives to address these challenges, including Project Pegasus, our global restructuring plan, which is expected to generate savings during fiscal years 2024, 2025 and 2026. With fiscal year 2023 marking the fourth year of Phase II, we have delivered compound annual growth (decline) rates for net sales revenue of 7.3%, diluted Earnings Per Share (“EPS”) of (2.6)% and adjusted diluted EPS of 4.1%. Additionally in fiscal year 2023, we deployed over $290 million in capital towards the acquisition of Recipe Products Ltd. (“Curlsmith”) and investments in our new state-of-the-art distribution facility.



VOTING MATTERS:						Voting Recommendation of the Board
Proposal

Elect the nine nominees to our Board of Directors						FOR each nominee
Provide advisory approval of the Company’s executive compensation						FOR
Provide advisory approval of the frequency of conducting the advisory vote on executive compensation						FOR “ONE YEAR”
Appoint Grant Thornton LLP as the Company’s auditor and independent registered public accounting firm for the 2024 fiscal year and to authorize the Audit Committee of the Board of Directors to set the auditor’s remuneration						FOR


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 58% of target pay for our other named executive officers in fiscal year 2023 was at risk based on performance of the Company.



			JULIEN R. MININBERG

			CEO and Director Since: 2014

			Committees: None Age: 58



Biographical Information Prior to his appointment as CEO, Mr. Mininberg had served as the CEO of Kaz Inc. (“Kaz”), a wholly-owned subsidiary of the Company since December 2010. Kaz comprised the former Health & Wellness segment of the Company before it was combined with the Beauty segment to form Beauty & Wellness. Mr. Mininberg joined Kaz in 2006, serving as Chief Marketing Officer and was appointed President in September 2007, where he served until he was appointed the CEO in September 2010. Before joining Kaz, Mr. Mininberg worked for 15 years at The Procter & Gamble Company (“P&G”), where he spent an equal amount of time in the U.S. and Latin America, serving in a variety of marketing and general management capacities. In the U.S., he worked in brand management, serving as Brand Manager in P&G’s Health Care Division. He was promoted to Marketing Director in 1997 and transferred to Latin America, where he served in the Fabric & Home Care division before being promoted to Country Manager for P&G’s Home Care business in Latin America. In 2003, he became Country Manager for Central America overseeing all P&G business in that region. Since February 2022, Mr. Mininberg has served on the Board of Directors for SpartanNash Company, a publicly-held food distributor and grocery retailer, where he is a member of its Compensation Committee. Mr. Mininberg earned his bachelor’s degree and a Master of Business Administration from Yale University. He currently serves on the Board of Advisors for Yale School of Management and serves as Past President of its global Alumni Association Board of Directors. Key Qualifications and Areas of Expertise Mr. Mininberg brings a 32-year track record of building market-leading multinational brands and organizations, a strategic mindset, operational expertise, and seasoned leadership skills. As our CEO, Mr. Mininberg provides essential oversight of the business and organization, and a link between management and the Board of Directors. He plays a key role in communication with shareholders and leading the Company’s acquisition activities. Additionally, he provides crucial insight to the Board on the Company’s strategic planning and operations.



			TIMOTHY F. MEEKER

			Director Since: 2004 Chairman Since: 2014

			Committees: Nominating (Chair) and Compensation Age: 76



Biographical Information Since 2002, Mr. Meeker has served as President & Principal at Meeker and Associates, a privately-held management consulting firm. Mr. Meeker served as Senior Vice President, Sales & Customer Development for Bristol-Myers Squibb, a consumer products and pharmaceutical company, from 1996 through 2002. From 1989 to 1996, Mr. Meeker served as Vice President of Sales for Bristol-Myers’ Clairol Division. Key Qualifications and Areas of Expertise Mr. Meeker has over forty years of experience in the consumer products industry resulting in extensive general management experience with responsibilities for sales, distribution, finance, human resources, customer service and facilities. In addition, he has a valued perspective on operational matters that is an asset to the Board of Directors. Mr. Meeker has served as a chairman of the National Association of Chain Drug Stores advisory committee, which allows him to bring an extensive understanding of retail mass market sales and marketing to our Board of Directors.



			KRISTA L. BERRY

			Director Since: 2017

			Committees: Audit, Nominating and Corporate Governance (Chair) Age: 58



Biographical Information Ms. Berry most recently served as the Chief Revenue Officer at Everlane Inc., a digitally based retail start up, from 2017 to 2018. Prior to that, Ms. Berry served as the Chief Digital Officer and Executive Vice President of Multi Channel of Kohl’s Corporation, a department store retail chain, from 2012 to 2016. Prior to her tenure at Kohl’s, Ms. Berry served as the General Manager of North America Direct to Consumer at Nike, Inc., a multinational footwear, apparel, equipment, accessories, and services company, from 2009 to 2011, and as General Manager of North America Digital Commerce from 2007 to 2009. Ms. Berry also held various management positions and leadership roles at Target Corporation, a retail company, from 1987 to 2007. Ms. Berry serves as an Advisory Board Member of Amer Sports. Previously, Ms. Berry served on the Board of Directors of BazaarVoice from 2017 to 2019. Key Qualifications and Areas of Expertise Ms. Berry brings retail and direct to consumer leadership experience in global brands and startups to the Board of Directors, with twenty years of digital experience, as well as critical knowledge surrounding consumer insights, digital data, social media and product merchandising.



			VINCENT D. CARSON

			Director Since: 2018

			Committees: None Age: 63



Biographical Information In August 2018, Mr. Carson retired from his positions as the Company’s Chief Legal Officer and Secretary, which he had held since May 2014. Prior to his appointment as Chief Legal Officer and Secretary, he served in the capacity of Vice President, General Counsel and Secretary from November 2001 to September 2010. From September 2010 to April 2014, he served as Senior Vice President, General Counsel, and Secretary of the Company. Prior to joining the Company, Mr. Carson had a 16-year legal career in private practice in El Paso, Texas. Key Qualifications and Areas of Expertise As a result of his prior service as the Company’s Chief Legal Officer and Secretary, Mr. Carson brings his unique knowledge of the Company and our industry to the Board of Directors. This experience and knowledge of the Company’s structure, the consumer products industry and Federal, state, local and foreign jurisdictions’ bring great value and benefit to our Board of Directors and the Company.


THREE-YEAR CUMULATIVE RETURN BASE YEAR = 2020


FIVE-YEAR CUMULATIVE RETURN BASE YEAR = 2018


BOARD INDEPENDENCE			BOARD GENDER DIVERSITY



			THURMAN K. CASE

			Director Since: 2017

			Committees: Audit (Chair) and Corporate Governance Age: 66



Biographical Information Mr. Case was the Chief Financial Officer of Cirrus Logic, Inc., a leader in high performance, low-power integrated circuits for audio and voice signal processing applications, from February 2007 to May 2022. Prior to that, Mr. Case served in various positions at Cirrus Logic, including as Vice President, Treasurer, Financial Planning and Analysis from 2004 to 2007, Vice President, Finance from 2002 to 2004, and Director of Finance from 2000 to 2002. Before his tenure at Cirrus Logic, Mr. Case served in a variety of financial leadership positions, including at Case Associates, Inc. and Public Service Company of New Mexico, an electric utilities company. Mr. Case serves on the Board of Directors for Triad Semiconductor. Mr. Case received a Bachelor of Economics degree and a Master of Business Administration from New Mexico State University. Key Qualifications and Areas of Expertise Mr. Case brings broad experience in business strategy, operations, accounting, information technology, mergers and acquisitions, auditing and SEC reporting matters to the Board of Directors. In addition, his experience as a public company executive contributes to his knowledge of corporate governance and public company matters.



			TABATA L. GOMEZ

			Director Since: 2022


			Committees: Corporate Governance Age: 42



Biographical Information Ms. Gomez is Chief Marketing Officer, Tools & Outdoor, a $14 billion business unit within Stanley Black & Decker, Inc., a position she has held since September 2022. Prior to her appointment as Chief Marketing Officer, she held positions of increasing responsibility, serving in 2022 as President of Hand Tools, Accessories & Storage, a $4 billion business unit within Stanley Black & Decker, Inc., Chief Marketing Officer of the Global Tools & Storage Group from 2019 through 2021, and Vice President of Brand Marketing for the Global Tools & Storage Group from June 2017 through 2019. Prior to joining Stanley Black & Decker, Ms. Gomez worked for Coty Inc. and for The Procter & Gamble Company in the United States, Europe and Latin America in beauty, appliances and other consumer categories. Key Qualifications and Areas of Expertise Ms. Gomez brings expertise in global marketing, brand leadership, profit & loss management and licensed product management to the Board of Directors. With broad international experience in Latin America, Europe and Asia, Ms. Gomez also provides the Board with critical international perspectives.



			ELENA B. OTERO

			Director Since: 2022

			Committees: Compensation Age: 58



Biographical Information Ms. Otero is a former executive in the international division of The Clorox Company, where she served as Chief Marketing Officer, eCommerce Officer and Strategy & Growth Officer from 2016 until her retirement in 2021. She previously served as Vice President of Marketing and General Manager of Clorox’s Home Care International business unit from 2010 to 2016 and as Vice President of Marketing and General Manager of Clorox’s Greenworks International business unit from 2008 to 2010. Prior to these roles, Ms. Otero held leadership positions in Latin America from 2004 to 2008, including responsibility for Clorox’s business operations in Puerto Rico, the Caribbean, Central America and South America. Key Qualifications and Areas of Expertise Ms. Otero brings to the Board of Directors over thirty years of global consumer products experience, primarily in marketing, growth and strategy, ecommerce, and general management. Her experience in leading global marketing across forty countries also provides the Board with critical international perspectives.



			BERYL B. RAFF

			Director Since: 2014

			Committees: Audit Age: 72



Biographical Information Since April 2009 until her retirement in July 2022, Ms. Raff served as Chairman and Chief Executive Officer at Helzberg Diamond Shops Inc. (“Helzberg Diamonds”), a jewelry retailer and a wholly owned subsidiary of Berkshire Hathaway Inc. Ms. Raff continues to advise and consult the Helzberg Diamonds’ executive team as non-executive Chairman of the Board. From 2005 through April 2009, she served as Executive Vice President-General Merchandise Manager for the fine jewelry division of J.C. Penney Company, Inc., a retailer of apparel and home furnishings. From 2001 through 2005, Ms. Raff served as Senior Vice President-General Merchandise Manager for the fine jewelry division of J.C. Penney. Prior to joining J.C. Penney, Ms. Raff served in various leadership roles at Zale Corporation, a national retail jewelry chain, last serving as its Chairman and Chief Executive Officer. In May 2021, Ms. Raff was appointed to the Board of Directors of Academy Sports and Outdoors, Inc., where she serves as the Chair of the Compensation Committee. Ms. Raff served on the Board of Directors of Group 1 Automotive, Inc., an automotive retail operator, from 2007 to 2015. At Group 1 she was a member of the Compensation Committee of its Board of Directors and Chair of the Governance/Nomination Committee. Ms. Raff served on the Board of Directors of The Michaels Companies, Inc. from September 2014 through April 2021, a national retail chain of arts and crafts specialty stores, and was a member of its Compensation Committee. Ms. Raff has previously served as a Director of the NACD Heartland Chapter, a non-profit organization dedicated to excellence in board leadership. From 2001 through February 2011, Ms. Raff served on the Board of Directors, the Corporate Governance Committee and the Compensation Committee (which she chaired from 2008 to 2011) of Jo-Ann Stores, Inc., a national specialty retailer of craft, sewing and decorating products. Ms. Raff graduated from Boston University with a Bachelor of Business Administration degree and from Drexel University with a Master of Business Administration. Key Qualifications and Areas of Expertise Ms. Raff is well known throughout the retail industry and brings to the Board of Directors her experience and perspective as an outstanding merchant and multi-store retail executive. The Board benefits from Ms. Raff’s extensive knowledge of the retail industry and her valuable insight on how the Company can best serve its retail partners. Ms. Raff’s current and previous service on other boards, including public companies, also provides important perspectives on key corporate governance matters.



			DARREN G. WOODY

			Director Since: 2004

			Committees: Compensation (Chair), Nominating and Corporate Governance Age: 63



Biographical Information Mr. Woody is President and Chief Executive Officer of Jordan Foster Construction, LLC, a construction firm with offices in Austin, Dallas, El Paso, Houston, and San Antonio, Texas and field operations throughout the United States. The firm specializes in military, commercial, multi-family, and highway construction. He has served in this capacity since August of 2000. Previously, Mr. Woody was a partner in the law firm of Krafsur, Gordon, Mott, Davis and Woody P.C., where he specialized in real estate, business acquisitions and complex financing arrangements. Mr. Woody also serves on the Board of Directors of Construction Insurance and Risk Captive of America, Limited (CIRCA), a licensed group reinsurance company. Key Qualifications and Areas of Expertise Mr. Woody brings a multi-disciplined perspective to our Board of Directors given his executive leadership and legal experience. This background enables him to provide valuable input with regard to many of the Company’s legal matters, significant transactional negotiations and the management of challenging complex projects.



Committee Chair Thurman K. Case Members Krista L. Berry Beryl B. Raff FY23 Meetings 6						The Audit Committee is established in accordance with Section 3(a)(58)(A) of the Exchange Act and operates under a written charter that has been adopted by the Board of Directors. The primary purposes and responsibilities of the committee are to oversee, on behalf of the Company’s Board of Directors: (1)the accounting and financial reporting processes and integrity of our Company’s financial statements, (2)the audits of our Company’s financial statements and the appointment, compensation, qualifications, independence, and performance of our independent registered public accounting firm, (3)our compliance with legal and regulatory requirements, (4)the staffing and ongoing operation of our internal audit function, and (5)risks related to data protection and cybersecurity, although the full Board also exercises oversight over these risks. Other responsibilities: ▪Meets periodically with our CFO and other appropriate officers in the discharge of its duties ▪Reviews the content and enforcement of the Company’s Code of Ethics ▪Consults with legal counsel on various legal compliance matters and on other legal matters if those matters could materially affect our financial statements The Board of Directors has determined that each of the members of the Audit Committee is independent as previously described. In addition, the Board of Directors determined that Mr. Case qualifies as the “audit committee financial expert” (as defined by in Item 407(d)(5) of Regulation S-K promulgated by the SEC). Additionally, the Board of Directors determined that all of the members of the Audit Committee meet the requirement of the NASDAQ listing standards that each member be able to read and understand fundamental financial statements, including a company’s balance sheet, income statement and cash flow statement.



Committee Chair Darren G. Woody Members Timothy F. Meeker Elena B. Otero FY23 Meetings 5						The Compensation Committee operates under a written charter that has been adopted by the Board of Directors. The primary purposes and responsibilities of the committee are to: (1)evaluate and approve the corporate goals and objectives set by the CEO, (2)evaluate the CEO’s performance in light of those goals and objectives, (3)make recommendations to the Board of Directors with respect to CEO and other NEO compensation, incentive compensation plans and equity-based plans, (4)oversee the administration of our incentive compensation plans and equity-based plans, (5)make recommendations with respect to non-employee director compensation, (6)review and discuss with management the Company’s Compensation Discussion & Analysis required by SEC rules and regulations to be included in the Company’s Proxy Statement and annual report on Form 10-K, and (7)produce an annual report on executive compensation for inclusion in the Company’s proxy statement. The Board of Directors has determined that the members of this committee are independent as previously described. In addition to formal meetings, the committee also conducted numerous informal telephonic discussions and consulted its legal advisors and independent compensation consultant throughout the year. The Compensation Committee has the independent authority to hire compensation, accounting, legal, or other advisors. The Compensation Committee engaged Frederic W. Cook & Company (“FW Cook”) as its independent compensation consultant to assist the Compensation Committee with its compensation decisions for our named executive officers and Directors for fiscal year 2023. The Compensation Committee has determined that FW Cook had no conflicts of interest relating to its engagement by the Compensation Committee.



Committee Chair Timothy F. Meeker Members Krista L. Berry Darren G. Woody FY23 Meetings 5						The Nominating Committee operates under a written charter that has been adopted by the Board of Directors. The primary purposes and responsibilities of the Nominating Committee are to: (1)recommend to our Board of Directors individuals qualified to serve on our Board of Directors for election by shareholders at each annual general meeting of shareholders and to fill vacancies on the Board of Directors, and (2)develop and communicate with the Board criteria for selecting new Directors. Other responsibilities: ▪Oversees the evaluation of the Directors and seeks to annually review Director qualifications and skill sets with the goal of maintaining fresh perspectives on the Board and complementing the skill sets of the other Directors ▪Receives recommendations from its members, other members of the Board of Directors, outside advisors, and consultants for candidates to be considered for the Board ▪Receives recommendations from its members or other members of the Board of Directors for candidates to be appointed to committee positions, reviews and evaluates such candidates and makes recommendations to the Board of Directors for nominations to fill or add committee positions



Committee Chair Krista L. Berry Members Thurman K. Case Tabata L. Gomez Darren G. Woody FY23 Meetings 4						The Governance Committee operates under a written charter that has been adopted by the Board of Directors. The primary purposes and responsibilities of the Governance Committee are to: (1)develop, assess and recommend to the Board our corporate governance policies, (2)evaluate, develop and recommend to the Board succession plans for all of our senior management, and (3)assist the Board in overseeing programs relating to ESG matters. Other responsibilities: ▪Works with the Compensation Committee to develop and recommend succession plans to the Board of Directors ▪Periodically evaluate the effectiveness of ESG programs and policies in light of the Company’s corporate goals and objectives and, if appropriate, make recommendations to the Board


Committee			Amount ($)
Audit Committee			20,000
Compensation Committee			20,000
Nominating Committee			15,000
Governance Committee			15,000


Name	Fees Earned or Paid in Cash ($)(1)	Stock Awards ($)(2)	Total ($)
Gary B. Abromovitz (3)	60,000	70,000	130,000
Krista L. Berry(4)	115,000	140,000	255,000
Thurman K. Case(5)	120,000	140,000	260,000
Vincent D. Carson	100,000	140,000	240,000
Tabata L. Gomez	100,000	105,000	205,000
Timothy F. Meeker(6)	230,000	140,000	370,000
Elena B. Otero	100,000	105,000	205,000
Beryl B. Raff	100,000	140,000	240,000

Darren G. Woody(7)	120,000	140,000	260,000



			JULIEN R. MININBERG Chief Executive Officer			CEO Since: 2014 Age: 58

			Mr. Mininberg joined the Company in 2006 and has served as its CEO since 2014. Prior to his appointment as the CEO, he had served as the chief executive officer of Kaz, a wholly-owned subsidiary of the Company since December 2010. Before joining the Company, Mr. Mininberg worked for 15 years at P&G where he spent an equal amount of time in the United States and Latin America serving in a variety of marketing and general management capacities.



			NOEL M. GEOFFROY Chief Operating Officer			COO Since: 2022 Age: 52

			Ms. Geoffroy joined the Company in May 2022 to serve as its COO. Prior to joining the Company, Ms. Geoffroy had served as Head of North America Consumer Healthcare at Sanofi S.A., a global healthcare company, and held such position since January 2019. Prior to that she served in various leadership roles from December 2012 to December 2018 at Kellogg Company, an American multinational food manufacturing company, most recently President, US Frozen Foods.



			TESSA N. JUDGE Chief Legal Officer			CLO Since: 2022 Age: 39

			Ms. Judge joined the Company in 2015 and has served as its Chief Legal Officer (“CLO”) since March 2022. She joined the Company in March 2015 as Assistant General Counsel and was promoted to General Counsel in August 2018. Prior to joining the Company, Ms. Judge worked as an attorney at the international law firm of Akin Gump Strauss Hauer & Feld LLP for seven years.



			MATTHEW J. OSBERG Former Chief Financial Officer			Age: 47

			Mr. Osberg joined the Company in 2016 as Senior Vice President of Corporate Finance and served as its Chief Financial Officer (“CFO”) from November 2021 until his departure on April 27, 2023. Prior to joining the Company, Mr. Osberg worked domestically and internationally in finance roles at Best Buy Co., Inc. (“Best Buy”), an American multinational consumer electronics retailer, for seven years, ultimately serving as the Chief Financial Officer and Regional Vice President of Best Buy Mexico. Prior to Best Buy, he spent 10 years working in public accounting at Ernst & Young LLP.


	Title	Leadership Change
Julien R. Mininberg	Chief Executive Officer	Retiring as CEO expected to be effective February 29, 2024
Noel M. Geoffroy	Chief Operating Officer and Chief Executive Officer - Elect	Appointed as COO in May 2022 and is expected to transition to CEO effective March 1, 2024
Brian L. Grass(1)	Interim Chief Financial Officer	Appointed as interim CFO effective April 28, 2023
Tessa N. Judge	Chief Legal Officer	Appointed as CLO in March 2022
Matthew J. Osberg	Former Chief Financial Officer	Resigned as Chief Financial Officer effective April 27, 2023



Executive Officer						Fiscal Year 2023 Change
Mr. Mininberg						Compared to fiscal year 2022, the CEO’s total compensation as reported in Summary Compensation Table declined approximately $1.8 million for fiscal year 2023 and “compensation actually paid” declined approximately $18.5 million based on the SEC definition of pay under the SEC’s pay versus performance disclosure rules. See “Executive Compensation Tables – Summary Compensation Table” and “Pay versus Performance.” The $1.8 million decline in total compensation reflects no annual incentive award payout for fiscal year 2023, a $100,000 increase to our CEO’s base salary and a $1.5 million increase to our CEO’s target long-term incentive performance award. The CEO’s long-term incentive performance award is entirely performance-based. The increases were approved in fiscal year 2022 to be effective March 1, 2022. Mr. Mininberg informed the Company of his intention to retire as CEO in April 2023.
Mr. Osberg						A $25,000 increase to our former CFO’s base salary effective March 1, 2022. After the increase, our former CFO’s base salary for fiscal year 2023 was $575,000.
Ms. Geoffroy						In connection with her appointment as COO on May 9, 2022: ▪an annual base salary of $575,000; ▪eligibility to receive an annual performance bonus payable in cash at a target of 90% of her base salary under the Company’s 2011 Annual Incentive Plan (“2011 Bonus Plan”); ▪eligibility to receive long-term incentive awards under the Company’s 2018 Stock Plan at a target of $1,100,000 (grant date fair value), consisting of a combination of (1) Performance RSAs based on performance goals and a three-year performance period (75% of total award) and (2) time-vested Restricted Stock Awards (“RSAs”) (25% of total award) with the first grant of long-term incentive awards at this level on May 9, 2022, prorated for the remaining performance period; and ▪a one-time sign-on long-term incentive award of time-vested RSAs under the Company’s 2018 Stock Plan of $800,000 (grant date fair value) intended to compensate her for the estimated value of forfeited awards upon departing her previous employer.
Ms. Judge						In connection with her appointment as CLO on March 1, 2022: ▪an annual base salary of $475,000; ▪eligibility to receive an annual performance bonus payable in cash at a target of 60% of her base salary under the Company’s 2011 Bonus Plan; and ▪eligibility to receive long-term incentive awards under the Company’s 2018 Stock Plan. Ms. Judge’s first grant of long-term incentive awards as CLO occurred on March 1, 2022 at a target of $800,000 (grant date fair value), consisting of a combination of (1) Performance RSAs based on performance goals and a three-year performance period (75% of total award) and (2) time-vested RSAs (25% of total award).



Executive Officer						Fiscal Year 2024 Compensation Decisions
Ms. Geoffroy (Chief Executive Officer - Elect)						Effective upon her assuming the position of CEO, which is expected to be effective upon Mr. Mininberg’s intended retirement at the end of fiscal year 2024: ▪an annual base salary of $1,000,000; ▪eligibility to receive an annual performance bonus payable in cash at a target of 125% of her base salary under the 2011 Bonus Plan; ▪eligibility to receive long-term incentive awards under the Company’s 2018 Stock Plan at a target of $3,800,000 (grant date fair value); ▪for the first fiscal year following her appointment as CEO, the long-term incentive awards will be a combination of (1) Performance RSAs based on performance goals and a three-year performance period (75% of total award) and (2) time-vested RSAs that will vest equally over a three-year period (25% of total award); and ▪the employment agreement with Ms. Geoffroy provides for certain severance benefits that are substantially the same as the benefits under her existing Severance Agreement with the Company other than changes resulting from her new compensation levels as CEO.
Ms. Geoffroy (Chief Operating Officer)						For fiscal year 2024, in connection with the transition of her role as COO to CEO: ▪an annual base salary of $800,000; ▪eligibility to receive an annual performance bonus payable in cash at a target of 125% of her base salary under the 2011 Bonus Plan; and ▪eligibility to receive long-term incentive awards under the Company’s 2018 Stock Plan at a target of $1,600,000 (grant date fair value), consisting of a combination of (1) Performance RSAs based on performance goals and a three-year performance period (75% of total award) and (2) time-vested RSAs that will vest equally over a three-year period (25% of total award).
Mr. Grass (Interim Chief Financial Officer)						In connection with his appointment as interim CFO on April 28, 2023: ▪a base salary for his six month initial term of $1,350,000; and ▪a one-time sign-on incentive award under the 2018 Stock Plan of $450,000 (grant date fair value), consisting of restricted stock units that will vest at the end of his initial term. Considering that Mr. Grass was appointed on an interim basis with an initial term ending September 22, 2023, he is not eligible to participate in the annual incentive plan or the long-term incentive plan for fiscal year 2024.



The Clorox Company Church & Dwight Co., Inc. Coty Inc. Edgewell Personal Care Company	Energizer Holdings, Inc. La-Z-Boy Incorporated Newell Brands Inc. Nu Skin Enterprises, Inc. Prestige Consumer Healthcare Inc.	Revlon, Inc. Spectrum Brands Holdings, Inc. Tempur Sealy International, Inc. Tupperware Brands Corporation Yeti Holdings, Inc.


WHAT WE DO						WHAT WE DO NOT DO

Pay for Performance – We heavily link our executive compensation program to the Company’s operating performance and the Compensation Committee’s evaluation of individual performance. We ensure that a significant portion of our NEOs’ compensation opportunities are performance-based. The amount of the payout to our NEOs is contingent on the degree to which the Company achieves pre-established performance goals that the Compensation Committee has determined are aligned with the Company’s short- and long-term operating and financial objectives. Focused Incentive Goals – Our annual and long-term incentive programs include multiple and rigorous performance goals that are not duplicative between short-term and long-term incentive awards. Long-term awards are measured over a three-year period. By using different performance measures in our annual cash incentive program and our long-term stock incentive program, we mitigate the risk that our NEOs would be motivated to pursue results with respect to one performance measure to the detriment of the Company as a whole. Compensation Recoupment Policies – In order to discourage excessive risk-taking and misconduct on the part of the executive officers, each of our annual cash incentive plan and our stock incentive compensation plans include a clawback provision. In connection with the SEC’s recent rulemaking related to clawback policies, we expect to review and consider changes to our clawback provisions and adopt a related policy.						No Incentive Compensation Performance Goals that Would Encourage Unnecessary or Excessive Risk Taking - Our annual and long-term incentive programs are designed to incorporate performance criteria that promote our short-term and long-term business strategies, build long-term shareholder value and discourage excessive risk-taking. No Guaranteed Bonuses - Cash bonuses are not guaranteed for our NEOs. No Single Trigger Payments upon a Change of Control - We do not provide “single trigger” cash payments that are prompted solely by a change of control and unvested equity awards granted to NEOs do not provide for accelerated vesting or settlement solely upon a change of control when the surviving company assumes the equity awards. No Tax Gross-Ups on Change of Control Payments - We do not provide any tax gross-ups on change of control payments. No Pledging of Common Stock – Our Insider Trading Policy prohibits Directors and our NEOs from pledging Common Stock. None of our Directors or executive officers have any existing pledging arrangements. No Use of Common Stock as Collateral for Margin Loans - Directors and our NEOs are prohibited from using Common Stock as collateral for any margin loan. No Excessive Perquisites – Consistent with our culture, we do not provide excessive perquisites to our executives.


WHAT WE DO						WHAT WE DO NOT DO

Annual Shareholder “Say on Pay” – Because we value our shareholders’ input on our executive compensation programs, our Board has chosen to provide shareholders with the opportunity each year to vote to approve, on a non-binding, advisory basis, the compensation of our NEOs in our Proxy Statement. Limitation on Employment Contracts – We employ all of our NEOs, other than our CEO, on an at-will basis. Each executive officer has post-termination and non-competition obligations with the Company pursuant to which the executive officer has agreed that he will not participate in a business that competes with us for a defined period of time. Stock Ownership Guidelines – Our executive officers are subject to certain stock ownership and holding requirements. The CEO is required to own Common Stock equal in value to at least four times annual salary, the CFO and COO are required to own Common Stock equal in value to at least two times annual salary and the CLO is required to own Common Stock equal in value to at least one times annual salary.						No Hedging – Directors and our NEOs are prohibited from entering into transactions (such as trading in options) while serving as Directors or executive officers of the Company that are designed to hedge against the value of the Company’s Common Stock, which would eliminate or limit the risks and rewards of the Common Stock ownership. No Speculative Trading – Directors and our NEOs are prohibited from short-selling the Common Stock, buying or selling puts and calls of the Common Stock, or entering into any other transaction while serving as Directors or executive officers of the Company that reflects speculation about the Common Stock price or that might place their financial interests against the financial interests of the Company. No Unapproved Trading Plans – Directors and our NEOs are prohibited from entering into securities trading plans pursuant to SEC Rule 10b5-1 without pre-approval; further, no Director or any executive officer may trade in our Common Stock without pre-clearance.


CEO TARGET PAY MIX FISCAL YEAR 2023			OTHER NEOs TARGET PAY MIX FISCAL YEAR 2023(1) (Average)