HELEN OF TROY LTD (HELE)
Sector: Consumer Discretionary
2026 Annual Meeting Analysis
HELEN OF TROY LTD · Meeting: August 25, 2026
Directors FOR
5
Directors AGAINST
4
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Ms. Berry has served on the board since 2017, giving her full tenure overlap with the severe 3-year underperformance period. Helen of Troy's stock has lost roughly 72% over three years while the company's own disclosed peers declined only 16% on average — a gap of nearly 56 percentage points, far exceeding the 20-point trigger that applies when absolute returns are negative. The 5-year record is equally poor (stock down 87.5% vs. peers down 33.5%), so the policy's longer-term mitigant does not apply, confirming a sustained pattern of underperformance rather than a temporary dip.
Mr. Case has been a director since 2017 with full overlap of the underperformance period. The same severe 3-year and 5-year TSR gaps that trigger a vote against Ms. Berry apply equally here — the stock destroyed roughly 72% of value over three years against peers that lost only 16%, and the 5-year picture is worse, offering no mitigating long-term track record.
Ms. Raff has served since 2014 and bears full accountability for the 3-year and 5-year underperformance; the 55.6-percentage-point gap versus peers over three years (on a stock already deeply negative) far exceeds the 20-point trigger, and the 5-year record provides no mitigant, making a vote against appropriate under policy.
Mr. Woody has served since 2004 — the longest-tenured nominee — giving him full responsibility for the company's sustained underperformance; with Helen of Troy's stock down 87.5% over five years versus peers down only 33.5%, the long-term record offers no relief from the 3-year underperformance trigger.
For Analysis
Mr. Uzzell joined the board in November 2025, well within the 24-month new-director exemption from the TSR trigger, so no performance-based concern applies; his CEO background at Converse and NIKE is highly relevant to Helen of Troy's consumer brands business.
Ms. Cormier is a new nominee who has never previously served on this board, so the 24-month new-director exemption fully applies; her 30-plus years in consumer products finance (Sally Beauty, Fossil Group, Callaway Golf, Deloitte) brings relevant financial expertise the board needs during its turnaround.
Mr. Fadel is a new nominee with no prior service on this board, so the 24-month new-director exemption fully applies; his experience as a public-company CEO at Upbound Group brings operational and governance expertise relevant to Helen of Troy's recovery efforts.
Ms. Gomez joined the board in 2022, meaning her tenure covers less than the full 3-year underperformance window; policy directs a flag but not an automatic vote against when a director's tenure covers less than half the underperformance period, and her consumer marketing expertise at McCormick and Stanley Black & Decker is directly relevant to the company's strategic priorities.
Ms. Otero also joined in 2022 and her tenure similarly covers less than the full 3-year underperformance period, warranting a flag but not an automatic vote against under policy; her Clorox and Procter & Gamble consumer products background is a relevant fit for the company's current strategic reset.
The board has nine nominees: the new CEO (exempt as newly appointed), two brand-new nominees (exempt as new nominees), two directors who joined in 2022 (flagged but not automatically opposed given limited tenure overlap), and four long-tenured directors who bear full accountability for Helen of Troy's severe multi-year underperformance. The stock has lost roughly 72% over three years and 87.5% over five years while the company's own disclosed peers declined only 16% and 33.5% respectively — gaps that far exceed the policy triggers for negative-TSR companies. The four long-tenured directors (Berry, Case, Raff, Woody) receive AGAINST votes; the remaining five receive FOR votes.
Say on Pay
✓ FORCEO
Noel M. Geoffroy
Total Comp
$5,311,324
Prior Support
95%%
The prior-year Say on Pay vote received over 95% support, well above the 70% threshold that would require a response, and the compensation committee made no in-flight changes or discretionary upward adjustments to pay during a very difficult year. Incentive pay outcomes reflect company performance: the annual bonus paid out at only 16.3% of target and no long-term performance awards vested, meaning executives directly shared in shareholders' negative experience. The CEO compensation of approximately $5.3 million (covering a new CEO who joined mid-year with a sign-on award, a portion of the former CEO's departure payments, and an interim CEO arrangement) is structurally sound with roughly 58% of the current CEO's target pay at risk, a functioning clawback policy, and incentive metrics tied to adjusted EPS, cash flow, and relative total shareholder return — satisfying the policy's pay-mix and performance-linkage requirements.
Auditor Ratification
✓ FORAuditor
Grant Thornton LLP
Tenure
N/A
Audit Fees
$1,669,600
Non-Audit Fees
$8,100
Non-audit fees (tax services of $8,100) represent less than 1% of combined audit and audit-related fees of $1,669,600, far below the 50% threshold that would raise independence concerns. Grant Thornton is a large national firm appropriate for a company of Helen of Troy's size and complexity. Auditor tenure is not disclosed in the filing, so the tenure trigger cannot fire — policy directs a FOR vote when tenure cannot be confirmed.
Overall Assessment
Helen of Troy's 2026 annual meeting presents four proposals; the most significant governance concern is the company's severe multi-year stock underperformance — down 72% over three years versus peers down only 16% — which triggers AGAINST votes for four long-tenured directors (Berry, Case, Raff, and Woody) while the three newly added or recently appointed directors are exempted. The Say on Pay and auditor ratification proposals both pass policy screens cleanly, as incentive payouts reflect poor company performance and non-audit fees are negligible.
Compensation Peer Group
15 companies disclosed in 2026 proxy filing