Helen Of Troy Ltd DEF 14A, filed Jun 24, 2026

Helen Of Troy Ltd (HELE)

DEF 14A 2026-06-24 For: 2026-02-28

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Added on June 24, 2026

About this DEF 14A

Helen Of Troy Ltd filed this DEF 14A on June 24, 2026.

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Items of Business						Board Recommendation
Proposal 1: To elect the nine nominees to our Board of Directors						ü FOR each Director nominee
Proposal 2: To provide advisory approval of the Company’s executive compensation						ü FOR
Proposal 3: To approve an amendment to the Helen of Troy Limited 2025 Stock Incentive Plan to increase the plan’s shares available for issuance						ü FOR
Proposal 4: To appoint Grant Thornton LLP as the Company’s auditor and independent registered public accounting firm for the 2027 fiscal year and to authorize the Audit Committee of the Board of Directors to set the auditor’s remuneration						ü 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 25, 2026. 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 2026 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 15, 2026. By Order of the Board of Directors, W. Crews Lott General Counsel and Secretary July 15, 2026

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		Strategy
7		Leadership Change s
7		Financial Highlights
8	PROXY VOTING ROADMAP
9		Our Director Nominees to the Board of Directors
10		Corporate Governance Highlights
11		Shareholder Outreach and Engagement
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
25		Corporate Governance
33		Director Compensation
35	EXECUTIVE COMPENSATION
35		Proposal 2: Advisory Approval of the Company’s Executive Compensation
36		Compensation Discussion & Analysis
62		Compensation Committee Report
63		Executive Compensation Tables
63		Summary Compensation Table
64		Uzzell Employment Agreement
65		Geoffroy Employment Agreement
66		Grants of Plan-Based Awards in Fiscal Year 2026
68		Outstanding Equity Awards at Fiscal Year-End 2026
69		Option Exercises and Stock Vested During Fiscal Year 2026
69		Equity Compensation Plan Information
73		Potential Payments Upon Termination or Change of Control
79		CEO Pay Ratio for Fiscal Year 2026
80		Pay Versus Performance
83		Proposal 3: Approval of an Amendment to the Helen of Troy Limited 2025 Stock Incentive Plan to Increase the Plan's Shares Available for Issuance


94		AUDIT COMMITTEE MATTERS
94		Proposal 4 : Appointment of Auditor and Independent Registered Public Accounting Firm for the 2027 Fiscal Year and Authorization of the Audit Committee of the Board of Directors to Set the Auditor’s Remuneration
94		Composition
94		Responsibilities
95		Audit and Other Fees Paid to our Independent Registered Public Accounting Firm
96		Audit Committee Report
97	OWNERSHIP OF OUR STOCK
97		Security Ownership of Certain Beneficial Owners and Management
98		Delinquent Section 16(a) Reports
99	ADDITIONAL INFORMATION
99		Certain Relationships - Related Person Transactions
99		Shareholder Proposals
100		Other Matters
100		Householding Materials
100		Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting
101		How to Obtain our Annual Report, Proxy Statement and Other Information about the Company
102	ANNEX-A - NON-GAAP FINANCIAL MEASURES
102		Reconciliation of GAAP Diluted (Loss) Earnings Per Share (“EPS”) to Adjusted Diluted EPS (Non-GAAP)
103		Reconciliation of GAAP Operating (Loss) Income and Margin to Adjusted Operating Income and Margin (Non-GAAP)
104		Reconciliation of GAAP Net (Loss) Income to EBITDA and Adjusted EBITDA (Non-GAAP)
105	A NNEX -B - AMENDMENT 2025 S TOCK INCENTI VE PLAN

	INDEX OF KEY GOVERNANCE AND RELATED INFORMATION
28		Board Committees and Meetings
26		Board Independence
79		CEO Pay Ratio for Fiscal Year 2026
47		Competitive Pay Position for our NEOs
34		Director Stock Ownership and Compensation Guidelines
60		Prohibition on Pledging and Hedging and Restrictions on Other Transactions Involving Common Stock
32		Shareholder Communications to the Board of Directors
59		Stock Ownership Guidelines of our NEOs



VOTING MATTERS:						Voting Recommendation of the Board
Proposal

Elect the nine nominees to our Board of Directors						ü FOR each nominee
Provide advisory approval of the Company’s executive compensation						ü FOR
Approve an amendment to the Helen of Troy Limited 2025 Stock Incentive Plan to increase the plan’s shares available for issuance						ü FOR
Appoint Grant Thornton LLP as the Company’s auditor and independent registered public accounting firm for the 2027 fiscal year and to authorize the Audit Committee of the Board of Directors to set the auditor’s remuneration						ü FOR


						Dear Shareholders: It is my pleasure to invite you to the 2026 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 Tuesday, August 25, 2026, starting at 10:00 a.m. Eastern Daylight Time. The Annual Meeting will be held in a virtual-only meeting format via live webcast at www.virtualshareholdermeeting.com/HELE2026. 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 approve an amendment to the Helen of Troy Limited 2025 Stock Incentive Plan to increase the plan’s shares available for issuance and (4) to appoint Grant Thornton LLP as the Company’s auditor and independent registered public accounting firm for the 2027 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, G. Scott Uzzell 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 portfolio of brands includes OXO®, Hydro Flask®, Osprey®, Vicks®, Braun®, Honeywell®, PUR®, Hot Tools®, Drybar®, Curlsmith®, Olive & June® and Revlon®, among others. 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.


During fiscal 2026, we made significant organizational and operational changes designed to stabilize our business. The Board of Directors appointed a new Chief Executive Officer with the transformation experience needed to help drive our next phase of value creation. Under this new leadership, we are currently engaged in a comprehensive review of our strategic priorities as we re-position our Company to deliver sustained revenue and profit growth, increase market share and create superior long-term value for all stakeholders.
We are taking steps to modernize our business model designed to move at the speed of the consumer and excel in a rapidly evolving environment with fragmented consumer attention and shifting value perceptions. Our strategy includes the following priorities: reenergize our brands and our people, adapt our organizational structure to put the consumer at the center of everything we do, strengthen our brand portfolio for consistent long-term growth, and improve asset efficiency. As part of our strategy, we plan to sharpen our focus on fewer, more impactful initiatives, which include investing more in product innovation, strengthening brand loyalty, and advancing commercial excellence. We intend to energize our brands through a disciplined investment approach focusing on impactful opportunities that generate competitive advantages and deliver product solutions and world-class innovation to our consumers. In addition, we believe our consumer-centric approach will enable us to better understand our consumers, allocate resources more efficiently, and accelerate the time to market for new products and brands with the best opportunities for long-term sustainable growth. We expect this will strengthen our portfolio of brands to provide a pathway for strong cash flow generation to further invest back into our business. We remain focused on improving balance sheet health and productivity, by prioritizing our capital expenditures, optimizing our working capital, and monetizing less productive assets. While we are finalizing this strategy reset, we have already implemented many of the foundational changes intended to drive long-term performance, and we have taken immediate actions we believe will accelerate our product innovation, sharpen our go-to-market execution, strengthen our cash flow, and pay down our debt.


How We Interact with Shareholders	Year-Round Engagement	Annual General Meeting Engagement	Off-Season Outreach and Engagement
▪In-person or virtual meetings ▪Investor conferences ▪Annual general meeting of shareholders ▪Written correspondence with shareholders ▪Shareholders may direct communications to the Board through the Audit Committee who has undertaken on behalf of the Board to be the recipient of communications from shareholders. See “Board Committees and Meetings – Shareholder Communications to the Board of Directors.”	▪Our quarterly earnings calls and post-earnings communications provide shareholders an opportunity to hear about our financial results and strategy. ▪We participate in investor conferences and analyst meetings and meet one-on-one with shareholders in a variety of contexts and forums.	▪Leading up to the annual general meeting of shareholders, we engage with a proxy advisory firm to discuss our programs, agenda for the upcoming annual general meeting, key focus areas for their clients, new voting policies and corporate governance updates. ▪We conduct the annual general meeting virtually through a live webcast and online shareholder tools, which we believe enhances access and facilitates equal participation of shareholders. See “Information About Solicitation and Voting – Attending and Participating in the Virtual Annual Meeting.”	▪We engage in shareholder outreach and extend invitations to selected investors to discuss a variety of topics of interest and seek feedback from shareholders on such topics. ▪We engage with a proxy advisory firm to discuss the results of our most recently completed annual general meeting of shareholders and feedback relating to the meeting and to learn about key focus areas for their clients and new governance trends.


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. In fiscal year 2026, approximately 58% of target pay for Mr. Uzzell, our CEO, and an average of 49% of target pay for Mr. Grass and Ms. Judge, as our other named executive officers, was at risk based on performance of the Company (excluding sign-on, one-time promotion and interim compensation).



			G. SCOTT UZZELL

			CEO and Director Since: September 2025

			Committees: None Age: 60



Biographical Information Mr. Uzzell joined the Company on September 1, 2025 as its CEO. From February to September 2025, he served as the founding partner of Brentwood Advisors, LLC, a consulting firm focused on driving sustainable growth for emerging brands. From June 2023 to December 2024, he was employed at NIKE, Inc. (“NIKE”), a leading designer, marketer and distributor of authentic athletic footwear, apparel, equipment and accessories for a wide variety of sports and fitness activities. At NIKE, Mr. Uzzell served as Corporate Vice President and General Manager - North America Operating Unit, NIKE’s largest reporting segment. From January 2019 to May 2023, he served as Chief Executive Officer and President at Converse, a wholly-owned NIKE subsidiary brand, which designs, markets and distributes athletic lifestyle footwear, apparel and accessories. Prior to that he served in various leadership roles at The Coca-Cola Company, a total beverage company, for over 15 years, including leading its venture and emerging brands group from 2015 to 2018 serving as President, Venturing & Emerging Brands (VEB) Group. In addition, Mr. Uzzell served on the Board of Directors of SC Johnson Company from 2019 to December 2025 and has served on the Board of Directors of Bombas LLC since June 2025. He is also presently a member of the Florida A&M University Board and University of Chicago Booth School Advisory Board. Mr. Uzzell received his B.S. in business from Florida A&M University and his Master of Business Administration from the University of Chicago Booth School of Business. Key Qualifications Mr. Uzzell has more than 30 years of experience in consumer products in leadership positions across several large multi-national companies with recognized brands and organizations. Mr. Uzzell brings a strategic business development and acquisition mindset with a strong track record of building and growing consumer brands along with operational, acquisition and international expertise and seasoned leadership skills. As our CEO, Mr. Uzzell provides essential oversight of the business and organization, and a link between management and the Board of Directors. He provides crucial insight to the Board on the Company’s strategic planning and operations. Mr. Uzzell also plays a key role in communication with shareholders and in leading the Company’s organizational vision and strategy.



			KRISTA L. BERRY

			Director Since: 2017

			Committees: Compensation (Chair), Audit, and Corporate Governance Age: 61



Biographical Information Ms. Berry most recently served as Chief Revenue Officer at Everlane Inc., a digitally native retail company, from 2017 to 2018. Previously, she served as Chief Digital Officer and Executive Vice President of Multichannel at Kohl’s Corporation, a department store retail chain, from 2012 to 2016, where she led enterprise-wide digital and omnichannel transformation initiatives across commerce, marketing, analytics, and customer experience. Prior to Kohl’s, Ms. Berry served as General Manager of North America Direct-to-Consumer at NIKE from 2009 to 2011, and as General Manager of North America Digital Commerce from 2007 to 2009. Earlier in her career, she held progressively senior leadership roles at Target Corporation, a retail company, from 1987 to 2007. Ms. Berry served as an Advisory Board Member of Amer Sports from 2020 until its public offering in 2024 and served on the Board of Directors of Bazaarvoice, Inc. from 2017 to 2019. Key Qualifications Ms. Berry brings more than twenty years of senior leadership experience in digital, direct-to-consumer, and data-driven businesses across global brands and growth-oriented companies. She contributes to the Board her knowledge in digital transformation, product development, and the application of advanced analytics and artificial intelligence to consumer insights, personalization, demand forecasting, and digital marketing effectiveness. Ms. Berry’s background also provides the Board with strong governance experience.



			THURMAN K. CASE

			Director Since: 2017

			Committees: Audit (Chair) and Corporate Governance Age: 69



Biographical Information Mr. Case was Chief Financial Officer at 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 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.



			MARLO M. CORMIER

			New Director Nominee

			Committees: None Age: 55



Biographical Information Ms. Cormier most recently served as Senior Vice President, Chief Financial Officer of Sally Beauty Holdings, Inc. (“Sally Beauty”), a leading international specialty retailer and distributor of professional beauty supplies, from November 2020 until April 2026. Prior to that, she had served as Senior Vice President, Finance and Chief Accounting Officer for Sally Beauty since April 2020. Ms. Cormier also served as the Senior Vice President, Corporate Finance and Chief Accounting Officer at Fossil Group, Inc., a design, innovation and distribution company specializing in consumer fashion accessories, from 2013 to 2020. From 2001 to 2013, she served in various executive roles including Vice President and Chief Accounting Officer at Callaway Golf Company, a leading golf equipment, gear and apparel company. Prior to that Ms. Cormier was a Manager in Deloitte & Touche LLP’s Accounting and Audit Services group. Ms. Cormier received a Bachelor’s of Science degree from Oregon State University with a double major in Financial Management and Accounting and a minor in Computer Science. Key Qualifications Ms. Cormier brings more than 30 years of leadership experience across global consumer products, retail and beauty companies to the Board. Additionally, her extensive experience in financial oversight, accounting and SEC reporting, financial planning and analysis, risk management and governance contribute to her knowledge of public company reporting matters and will enable her to provide valuable input to the Board in these areas.


BOARD INDEPENDENCE			BOARD GENDER DIVERSITY



			MITCHELL E. FADEL

			New Director Nominee

			Committees: None Age: 69



Biographical Information Mr. Fadel most recently served as a director and as Chief Executive Officer of Upbound Group, Inc. (“Upbound”), a technology and data-driven leader in accessible and inclusive financial solutions for consumers. He served as Chief Executive Officer and director from January 2018 and June 2017, respectively, until his retirement in June 2025. He had previously served as President of Upbound (beginning in July 2000) and Chief Operating Officer (beginning in December 2002) each until August 2015 and also as a director of Upbound from December 2000 to November 2013. From 1992 until 2000, Mr. Fadel served as President and Chief Executive Officer of Upbound’s subsidiary Rent-A-Center Franchising International, Inc. (f/k/a ColorTyme, Inc.). Prior to rejoining Upbound’s board in June 2017, he was self-employed after having served previously as President, U.S. Pawn for EZCORP, Inc., a leading provider of pawn loans in the United States and Mexico, from September 2015 to December 2016. Mr. Fadel also serves as a member of the Board of Advisors of DriveItAway Holdings, Inc. Key Qualifications Mr. Fadel brings more than 30 years of experience in key leadership positions with companies providing financial product solutions to consumers, most recently having served as chief executive officer of a public company. He has a valued perspective on operational matters that will be an asset to the Board, and the Board believes that his experience will support the Company in its strategic initiatives and enhance its long-term vision, sustainable growth and shareholder value. In addition, his experience as a public company executive and director contributes to his knowledge of corporate governance and public company matters.



			TABATA L. GOMEZ

			Director Since: 2022


			Committees: Nominating and Corporate Governance Age: 45



Biographical Information Ms. Gomez has served as Chief Growth and Marketing Officer at McCormick & Company Inc. (“McCormick”), a spice and extract manufacturing company, since December 2025 and as Chief Marketing Officer from November 2023 to December 2025. In her current role, she leads the enterprise-wide growth strategies and global marketing organization and is a member of the Global Management Committee of McCormick. Prior to joining McCormick, Ms. Gomez served as Chief Marketing Officer for the Tools & Outdoor segment of Stanley Black & Decker Inc., a manufacturer of industrial tools and household hardware, since September 2022, where she oversaw a $14 billion portfolio of brands. She also served as President of the Global Hand Tools, Accessories & Storage Group, a business unit within Stanley Black & Decker, Inc. Prior to her time at Stanley Black & Decker Inc., Ms. Gomez worked at Coty, Inc., a manufacturer and marketer of fragrances, cosmetics, hair care and other beauty products, where she was Vice President of Rimmel. She also spent 13 years at The Procter & Gamble Company in the United States, Europe, and Latin America where she served in roles of increasing responsibility in brand management, marketing and innovation. Ms. Gomez holds a Bachelor of Arts in International Relations from the Universidad Iberoamericana in Mexico City. Key Qualifications 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: Corporate Governance (Chair) and Compensation Age: 61



Biographical Information Ms. Otero is a former executive in the international division of The Clorox Company, a manufacturer and marketer of consumer products, 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 2002 to 2008, including responsibility for Clorox’s business operations in Puerto Rico, the Caribbean, Central America and South America. Prior to that, from 1990 to 2002, Ms. Otero held marketing leadership positions across multiple categories and brands at The Procter & Gamble Company. Key Qualifications 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: 75



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. Through June 2023, Ms. Raff continued 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 National Association of Corporate Directors 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 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: Nominating (Chair) and Compensation Age: 66



Biographical Information Mr. Woody is Co-Founder and Chief Executive Officer of Franklin Mountain Construction, LLC (“Franklin Mountain”) and President and Chief Executive Officer of its subsidiary, Jordan Foster Construction, LLC. Franklin Mountain is a diversified infrastructure and construction firm that owns multiple operating related businesses across various markets in Texas and field operations throughout the Southwest. The firm specializes in highway, military, commercial, and multi-family construction. He has served as Chief Executive Officer of Franklin Mountain since 2025 and as President and Chief Executive Officer of Jordan Foster Construction 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. Key Qualifications 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 mergers and acquisitions and other transactional negotiations and the management of challenging complex projects. Additionally, he has significant experience with executive compensation and human capital matters, including succession planning. His tenure with the Company provides an important historical perspective.



			TIMOTHY F. MEEKER

			Director Since: 2004 Chairman Since: 2014

			Age: 79


Our Audit Committee	Our Compensation Committee	Our Nominating Committee	Our Governance Committee
Directly oversees risk management relating to financial reporting, public disclosure, legal and regulatory compliance, data protection, cybersecurity, and artificial intelligence. Additionally, periodically reviews with management the Company's disclosure controls and procedures, internal controls for financial reporting purposes and systems and procedures. Also responsible for assessing the steps management has taken to monitor and control these risks and exposures and evaluating guidelines and policies with respect to our risk assessment and risk management.	Directly oversees risk management relating to associate compensation, including any risks of compensation programs encouraging excessive risk-taking. For further information, see “Executive Compensation – Compensation Risks.”	Directly oversees risk management relating to Director nomination, including periodically assessing, developing and communicating with the Board concerning the appropriate criteria for nominating and appointing directors. Also considers matters associated with the independence of our Board. Additionally, oversees an annual review of the performance of the Board and its committees.	Directly oversees risk management regarding corporate governance, including periodically assessing the effectiveness of the Company's corporate governance policies, including on artificial intelligence. Also oversees programs relating to sustainability matters and periodically evaluates the effectiveness of the Company's sustainability programs and policies. Additionally, periodically evaluates the effectiveness of the Company's succession plans for the Company's senior management.



Committee Chair Thurman K. Case Members Krista L. Berry Beryl B. Raff FY26 Meetings 3						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 the Company’s financial statements, (2)the audits of the 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)working with the full Board, risks related to data protection and cybersecurity. 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 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 Krista L. Berry Members Vincent D. Carson Elena B. Otero Darren G. Woody FY26 Meetings 6						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 named executive officer 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 2026. The Compensation Committee has determined that FW Cook had no conflicts of interest relating to its engagement by the Compensation Committee.



Committee Chair Darren G. Woody Members Vincent D. Carson Tabata L. Gomez Timothy F. Meeker FY26 Meetings 2						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 Elena B. Otero Members Krista L. Berry Thurman K. Case Tabata L. Gomez FY26 Meetings 2						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 sustainability and governance matters. Other responsibilities: ▪Works with the Compensation Committee to develop and recommend succession plans to the Board of Directors ▪Periodically evaluate the effectiveness of sustainability 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 ($)

Krista L. Berry(3)	117,500	140,000	257,500
Thurman K. Case(4)	120,000	140,000	260,000
Vincent D. Carson	100,000	140,000	240,000
Tabata L. Gomez	100,000	140,000	240,000
Timothy F. Meeker(5)	222,500	140,000	362,500
Elena B. Otero(6)	107,500	140,000	247,500
Beryl B. Raff	100,000	140,000	240,000

Darren G. Woody(7)	117,500	140,000	257,500



			G. SCOTT UZZELL Chief Executive Officer			CEO Since: September 2025 Age: 60

			Mr. Uzzell joined the Company on September 1, 2025 as its CEO. From February to September 2025, he served as the founding partner of Brentwood Advisors, LLC, a consulting firm focused on driving sustainable growth for emerging brands. From June 2023 to December 2024, he was employed at NIKE, Inc. (“NIKE”), a leading designer, marketer and distributor of authentic athletic footwear, apparel, equipment and accessories for a wide variety of sports and fitness activities. At NIKE, Mr. Uzzell served as the Corporate Vice President and General Manager - North America Operating Unit, NIKE’s largest reporting segment. From January 2019 to May 2023, he served as Chief Executive Officer and President at Converse, a wholly-owned NIKE subsidiary brand, which designs, markets and distributes athletic lifestyle footwear, apparel and accessories. Prior to that he served in various leadership roles at The Coca-Cola Company, a total beverage company, for over 15 years, including leading its venture and emerging brands group from 2015 to 2018 serving as President, Venturing & Emerging Brands (VEB) Group. In addition, Mr. Uzzell served on the Board of Directors of SC Johnson Company from 2019 to December 2025 and has served on the Board of Directors of Bombas LLC since June 2025. He is also presently a member of the Florida A&M University Board and University of Chicago Booth School Advisory Board.



			BRIAN L. GRASS Chief Financial Officer/Former Interim Chief Executive Officer			CFO: Since 2023 and from 2014 to 2021 Interim CEO: May to September 2025 Age: 56

			Mr. Grass joined the Company in 2006 and previously served as its CFO from 2014 until his retirement in 2021. Mr. Grass rejoined the Company in March 2023 to serve as Senior Vice President, Assistant Chief Financial Officer and began to serve as interim CFO on April 28, 2023. He was appointed to serve as CFO effective September 23, 2023. Prior to his appointment as the CFO in 2014, he served as the Company’s Assistant CFO. Prior to joining the Company, Mr. Grass spent seven years in public accounting at KPMG LLP and six years in various financial leadership roles at Tenet Healthcare Corporation, a healthcare services company.


	Title	Leadership Change
G. Scott Uzzell	Chief Executive Officer	Appointed as CEO effective September 1, 2025 and as a Director on November 4, 2025
Brian L. Grass(1)	Chief Financial Officer Interim Chief Executive Officer	Has served as CFO since 2023 and from 2014 until his retirement in 2021 Served as interim CEO from May 2, 2025 through September 1, 2025
Tracy L. Scheuerman(1)	Interim Chief Financial Officer	Serves as Assistant CFO Served as interim CFO from May 2, 2025 through September 1, 2025
Tessa N. Judge	Former Chief Legal Officer	Served as Chief Legal Officer until November 28, 2025
Noel M. Geoffroy(2)	Former Chief Executive Officer	Served as CEO until May 2, 2025


THREE-YEAR CUMULATIVE RETURN BASE YEAR = 2023

* $100 invested on February 28, 2023 in stock or index, including reinvestment of dividends. Fiscal years ending the last day of February.


FIVE-YEAR CUMULATIVE RETURN BASE YEAR = 2021

* $100 invested on February 28, 2021 in stock or index, including reinvestment of dividends. Fiscal years ending the last day of February.


CEO TARGET PAY MIX FISCAL YEAR 2026(1)(2)			OTHER NEOs TARGET PAY MIX FISCAL YEAR 2026(3) (Average)



Executive Officer						Compensation Changes
Mr. Uzzell (Chief Executive Officer)						In connection with his appointment as CEO effective September 1, 2025: ▪an annual base salary of $1,100,000; ▪eligibility to receive an annual incentive award payable in cash at a target equal to 125% of his base salary under the annual incentive plan, with a maximum payout of 200% of his base salary; ▪beginning in fiscal year 2027, eligibility to receive long-term incentive awards under the Company’s 2025 Stock Plan at a target of $4,500,000 (grant date fair value); ▪the long-term incentive awards described above for fiscal year 2027 will be a combination of (1) Performance RSAs based on performance goals and a three-year performance period (60% of total award) and (2) time-vested RSAs that will vest equally over a three-year period (40% of total award); ▪a one-time cash award of $500,000, of which the unearned portion would be required to be repaid if he voluntarily terminates his employment other than for cause or is terminated by the Company for cause before September 1, 2026; and ▪a one-time sign-on long-term incentive award under the 2025 Stock Plan of $3,250,000 (grant date fair value), consisting of a combination of: (1) Performance RSAs based on a Common Stock market price performance goal over a three-year performance period with a grant date fair value of $2,250,000 and (2) time-vested RSAs that will vest equally over a three-year period with a grant date fair value of $1,000,000.
Mr. Grass (Chief Financial Officer and Former Interim Chief Executive Officer)						Prior to his appointment as interim CEO: ▪an $18,950 increase to Mr. Grass’s base salary to $654,050; ▪an increase in the target annual incentive award from 90% to 100% of his base salary payable in cash, subject to the terms of the annual incentive plan, which was subsequently increased with his appointment as interim CEO, as described below; and ▪a $100,000 increase in his target long-term incentive award to $2,000,000 (grant date fair value). Effective on his appointment as interim CEO on May 2, 2025: ▪an annual base salary of $1,000,000, which remained in effect until November 2, 2025 (the longer of (1) his tenure as interim CEO or (2) six months); ▪an increase in the target annual incentive award from 100% to 125% of his base salary earned payable in cash, subject to the terms of the annual incentive plan; ▪eligibility to receive an additional long-term incentive award under the Company’s 2018 Stock Plan at a target of $1,800,000 (grant date fair value); ▪the long-term incentive awards described above will be a combination of (1) Performance RSAs based on performance goals and a three-year performance period (50% of total award) and (2) time-vested RSAs that will vest equally over a three-year period (50% of total award); ▪a one-time incentive award under the 2018 Stock Plan of $1,000,000 (grant date fair value), consisting of restricted stock awards that vested at the end of the twelve month anniversary of the date of grant; and ▪Mr. Grass’s severance agreement was amended and restated to provide for continued and full vesting (instead of pro rata vesting) of his eligible time-vested and performance vested restricted stock awards if Mr. Grass’s employment terminates by him for good reason or retirement or by the Company other than for cause, death, disability or retirement and not in connection with a change of control.