DEF 14A of Helen Of Troy LTD, Jun 23, 2023

DEF 14A of Helen Of Troy LTD

Filed Jun 23, 2023 · FY20230000916789-23-000029

Open on EDGAR

  1. Our Director Nominees to the Board of Directors

    Our Director Nominees to the Board of Directors

  2. Our Director Nominees to the Board of Directors

    | | | | Director Since | Independent Director | Board Committee Membership | | | | | | Director Primary Occupation | Age | | | A | C | N | G | | | Julien R. Mininberg Chief Executive Officer Helen of Troy Limited | 58 | 2014 | | | | | | | | Timothy F. Meeker Chairman President & Principal Meeker & Associates | 76 | 2004 | ✓ | | ■ | ■ | | | | Krista L. Berry Retired, Chief Revenue Officer Everlane Inc. | 58 | 2017 | ✓ | ■ | | ■ | ■ | | | Vincent D. Carson Retired, Chief Legal Officer and Secretary Helen of Troy Limited | 63 | 2018 | ✓ | | | | | | | Thurman K. Case Retired, Chief Financial Officer Cirrus Logic, Inc. | 66 | 2017 | ✓ | ■, E | | | ■ | | | Tabata L. Gomez Chief Marketing Officer, Tools & Outdoor Stanley Black & Decker, Inc. | 42 | 2022 | ✓ | | | | ■ | | | Elena B. Otero Retired, Chief Marketing Officer - International The Clorox Company | 58 | 2022 | ✓ | | ■ | | | | | Beryl B. Raff Retired, Chairman & CEO Helzberg Diamond Shops, Inc. | 72 | 2014 | ✓ | ■ | | | | | | Darren G. Woody President & CEO Jordan Foster Construction, LLC | 63 | 2004 | ✓ | | ■ | ■ | ■ |

  3. Our Director Nominees to the Board of Directors

    | A Audit | C Compensation | N Nominating | G Corporate Governance | | | | | E Audit Committee Financial Expert | | | ■ | Chair | ■ | Member |

  4. Our Director Nominees to the Board of Directors

    | 10 | Helen of Troy |

  5. Board Nominees Snapshot

    Board Nominees Snapshot

  6. Board Nominees Snapshot

    | BOARD INDEPENDENCE | BOARD GENDER DIVERSITY | | | |

  7. Nominees for the Election of Directors

    Nominees for the Election of Directors Set forth below are descriptions of the business experience of the nominees for election to our Board of Directors, as well as their qualifications:

  8. Nominees for the Election of Directors

    | | 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. | |

  9. Nominees for the Election of Directors

    | 2023 Proxy Statement | 17 |

  10. Nominees for the Election of Directors

    | | 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. | |

  11. Nominees for the Election 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. | |

  12. Nominees for the Election of Directors

    | 18 | Helen of Troy |

  13. Nominees for the Election of Directors

    | | 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. | |

  14. Nominees for the Election of Directors

    | | 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. | |

  15. Nominees for the Election of Directors

    | 2023 Proxy Statement | 19 |

  16. Nominees for the Election of Directors

    | | 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. | |

  17. Nominees for the Election of Directors

    | | 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. | |

  18. Nominees for the Election of Directors

    | 20 | Helen of Troy |

  19. Nominees for the Election of Directors

    | | 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. | |

  20. Nominees for the Election of Directors

    | 2023 Proxy Statement | 21 |

  21. Nominees for the Election of Directors

    | | 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. | |

  22. Nominees for the Election of Directors

    The following charts summarize the independence and gender diversity of the Director nominees:

  23. Nominees for the Election of Directors

    | BOARD INDEPENDENCE | BOARD GENDER DIVERSITY | | | |

  24. Nominees for the Election of Directors

    | 22 | Helen of Troy |

  25. Nominees for the Election of Directors

    The table below summarizes the key qualifications and areas of expertise that our Nominating Committee and Board of Directors considered in nominating these Directors as well as their self-identified demographic background:

  26. Nominees for the Election of Directors

    | | Mininberg | Meeker | Berry | Carson | Case | Gomez | Otero | Raff | Woody | | Key Qualifications & Areas of Expertise | | | | | | | | | | | Industry / Product Knowledge | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | | | Multinational Operations | ■ | | ■ | ■ | ■ | ■ | ■ | | | | Sales / Marketing | ■ | ■ | ■ | | | ■ | ■ | ■ | | | Financial / Accounting | | ■ | ■ | | ■ | | | ■ | ■ | | Information Technology / Digital | | | ■ | | ■ | | | | | | Mergers / Acquisitions | ■ | | | ■ | ■ | | ■ | | ■ | | Corporate Strategy / Governance | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | | Board Diversity Matrix - Demographic Background (as of June 23, 2023) | | | | | | | | | | | Gender Expression | Male | Male | Female | Male | Male | Female | Female | Female | Male | | Hispanic or Latinx | | | | | | ■ | ■ | | | | White | ■ | ■ | ■ | ■ | ■ | | | ■ | ■ |

  27. Nominees for the Election of Directors

    To see our Board Diversity Matrix as of June 24, 2022, please see the proxy statement filed with the SEC on that date.

  28. Corporate Governance

    Corporate Governance Corporate governance is typically defined as the system that allocates duties and authority among a company’s shareholders, Board of Directors and management. The shareholders elect the Board and vote on extraordinary matters. Our Corporate Governance Guidelines, as well as our Code of Ethics, and the charters of the Audit Committee, Compensation Committee, Nominating Committee, and Corporate Governance Committee (the “Governance Committee”) of the Board of Directors are available under the “Governance” heading of the Investor Relations page of our website at the following address: www.helenoftroy.com. Our Company believes that it is in compliance with the corporate governance requirements of the NASDAQ listing standards. The principal elements of these governance requirements as implemented by our Company are: ▪affirmative determination by the Board of Directors that a majority of the Directors are independent; ▪regularly scheduled executive sessions of independent Directors; and ▪Audit Committee, Nominating Committee, Governance Committee and Compensation Committee comprised of independent Directors and having the purposes, responsibilities and authority as described below under the separate committee headings and set forth in their respective charters.

  29. Corporate Governance

    | 2023 Proxy Statement | 23 |

  30. Board Composition and Structure

    Board Composition and Structure

  31. Identifying Nominees for Election to the Board

    Identifying Nominees for Election to the Board The Nominating Committee’s current process for identifying and evaluating nominees for Director positions consists of general periodic evaluations of the size and composition of the Board of Directors, applicable listing standards and laws, and other appropriate factors with a goal of maintaining continuity of appropriate industry expertise, business experience, leadership skills and knowledge of our Company. The Nominating Committee looks for a number of personal attributes in selecting candidates as specified in our Corporate Governance Guidelines including: ▪sound reputation and ethical conduct; ▪business and professional activities that are complementary to those of the Company; ▪the availability of time and a willingness to carry out their duties and responsibilities effectively; ▪an active awareness of changes in the social, political and economic landscape; ▪an absence of any conflicts of interest; ▪a level of health that allows for attendance and active contribution to most Board and committee meetings; ▪limited service on other boards; and ▪a commitment to contribute to our overall performance, placing it above personal interests. As specified in our Corporate Governance Guidelines, the Nominating Committee makes efforts to maintain members on the Board who have substantial and direct experience in areas of importance to the Company. Our Nominating Committee charter provides that the Nominating Committee will seek to include candidates who reflect diverse backgrounds, qualifications and personal characteristics, including gender, race, ethnicity and age. The Nominating Committee considers all attributes, business diversity, professional qualifications, and experience of all candidates it believes will benefit the Company and increase shareholder value. The Nominating Committee does not assign specific weight to particular criteria, and no particular criterion is necessarily applicable to all prospective nominees. The Company will continue to take the appropriate steps to ensure the Board has the mix of qualifications, skill sets and diversity necessary to promote the long-term interests of the Company’s shareholders.

  32. Director Compensation

    Director Compensation Under the Company’s compensation guidelines, the non-employee Directors received annual compensation for their services in the form of a cash retainer equal to $100,000 and pre-tax Common Stock valued at $140,000. Effective March 1, 2022, the annual pre-tax Common Stock awards value for non-employee Directors was increased by $10,000, from $130,000 to $140,000. In addition, the annual cash compensation fees for the chairpersons of the Nominating Committee and the Governance Committee were increased by $5,000 each, from $10,000 to $15,000. The Board of Directors approved the increases to non-employee Director compensation based on the recommendation of the Compensation Committee. The grants of Common Stock are made in quarterly equal-value installments on the first business day of each fiscal quarter based on fair market value of the Common Stock as of the close of business of the grant date. The grants of Common Stock fully vest on the grant date. The Chairman and the Deputy Chairman of the Board of Directors received additional annual cash compensation of $115,000 and $20,000, respectively. The chairperson of each committee of the Board of Directors is entitled to receive the following additional annual cash compensation fees:

  33. Director Compensation

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

  34. Director Compensation

    No other meeting attendance or committee fees are paid. FW Cook assists the Board of Directors in the evaluation of the compensation of the Directors. FW Cook works directly with the Compensation Committee (and not on behalf of management) to assist the Compensation Committee in meeting its responsibilities. For further information regarding the compensation consultant, see “Board Committees and Meetings - Compensation Committee.” Julien R. Mininberg, our CEO, was the only Director that was an associate of the Company during the fiscal year ended February 28, 2023. Mr. Mininberg did not receive any remuneration for his service as a member of the Board. For further information on the compensation of Mr. Mininberg, see “Executive Compensation Tables - Summary Compensation Table.” The following table summarizes the total compensation earned by all non-employee Directors during fiscal year 2023.

  35. Director Compensation

    | 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 |

  36. Director Compensation

    (1)All non-employee Directors received a quarterly cash retainer of $25,000. (2)Non-employee Directors received pre-tax Common Stock for services during the fiscal year. The amounts in this column are based on the grant date fair values of $204.11, $180.00, $125.44 and $101.27 per share on March 1, June 1, September 1, and December 1, 2022, respectively, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”). Each of the restricted stock awards vested on the grant date. With respect to stock awards, approximately 30 percent of the value of the grant is settled with cash in order for the Directors to satisfy any tax liabilities associated with the grant. Mr. Abromovitz retired as a Director effective as of the 2022 annual general meeting of shareholders; therefore, he did not receive a restricted stock award grant on September 1, 2022 or December 1, 2022. Mses. Gomez and Otero were appointed to the Board in May 2022; therefore, Mses. Gomez and Otero did not receive a restricted stock award grant on March 1, 2022 of $35,000.

  37. Director Compensation

    | 32 | Helen of Troy |

  38. Director Compensation

    (3)For his services as Deputy Chairman, Mr. Abromovitz received two quarterly fees of $5,000 and two quarterly cash retainer payments of $25,000. Mr. Abromovitz retired as a Director effective as of the 2022 annual general meeting of shareholders and did not stand for re-election. (4)For her services as Chair of the Governance Committee, Ms. Berry was paid or earned annual cash fees of $15,000, payable quarterly. (5)For his services as Chair of the Audit Committee, Mr. Case received annual cash fees of $20,000, paid quarterly. (6)For his services as Chairman of the Board and Chair of the Nominating Committee, Mr. Meeker was paid or earned annual cash fees of $115,000 and $15,000, respectively, payable quarterly. (7)For his services as Chair of the Compensation Committee, Mr. Woody received annual cash fees of $20,000, paid quarterly.

  39. Overview

    Overview We faced several business challenges during fiscal year 2023 and are taking actions that are designed to improve our performance, as described below. Our executive compensation program is aligned with Company performance. Our compensation program outcomes for fiscal year 2023 reflect the impact that our results had on the share price of our common stock, with pay realized by our NEOs during fiscal year 2023 closely aligned with the experience of our shareholders. Accordingly, both our annual and long-term programs continue to support our business strategy and our short- and long-term operating and financial objectives with rigorous performance goals and payouts that reflect Company performance. ▪We experienced unprecedented business disruption in fiscal year 2023. We navigated through unprecedented inflationary pressures, supply chain disruptions, rising interest rates, lower consumer demand, reduced orders from retail customers due to high trade inventory levels, shifts in consumer spending patterns, and a challenging macroeconomic environment. In response, we acted quickly in implementing a broad set of initiatives to address these challenges, including Project Pegasus, our global restructuring plan. While many of these initiatives have already resulted in benefits to the Company, these actions are part of a multi-year plan with a significant portion of the expected savings to occur in fiscal years 2024 and 2025. ▪Our incentive plan results reflect Company performance. For fiscal year 2023, we made no payouts to our NEOs under our annual incentive plan and we made a blended payout at target under our long-term incentive plan, which align to our lower than expected financial results in fiscal year 2023. Although we experienced a challenging business environment during fiscal year 2023, the Compensation Committee did not make any in-flight changes to our fiscal year 2023 compensation program for our NEOs or apply its discretion to increase any incentive payouts. Absent extraordinary circumstances, the Compensation Committee does not intend to adjust in-flight performance-based incentive awards in the future. ▪Our annual incentive plan provided no payout for fiscal year 2023. This result reflected declines in fiscal year 2023 for both of our underlying financial metrics: adjusted income and net sales. ▪Performance Restricted Stock Awards (“Performance RSAs”) from our long-term incentive plan vesting in fiscal year 2023 paid out at target. The performance-based award vesting for fiscal year 2023 was based on cumulative adjusted diluted EPS and relative total shareholder return during fiscal years 2021 through 2023. This performance period covered two fiscal years with very high growth and one fiscal year with lower than expected results. ▪The Compensation Committee continues to evolve our program. While the Compensation Committee believes our compensation program continues to be aligned with our performance, the committee will continue to evaluate incentive plan changes based on the evolution of our competitive market, talent retention and long-term business plan.

  40. Executive Compensation Program Aligned With Shareholders

    | 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 2023, as described below, approximately 88% of target CEO pay and 58%, on average, of target pay for our other NEOs was at risk based on the performance of the Company. |

  41. Fiscal Year 2023 Compensation Changes and Decisions

    Fiscal Year 2023 Compensation Changes and Decisions The Compensation Committee approved certain changes to the NEO’s compensation for fiscal year 2023. Each of these changes was approved after considering input from the Compensation Committee’s independent compensation consultant, FW Cook, a Compensation Peer Group analysis prepared by FW Cook, data prepared on relative pay for performance within our Compensation Peer Group, publicly available executive compensation data, and compensation trends and, in the case of our other NEOs, the recommendations of the CEO. A summary of these changes include:

  42. Fiscal Year 2023 Compensation Changes and Decisions

    | 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). |

  43. Fiscal Year 2023 Compensation Changes and Decisions

    The Company’s policy is to provide severance arrangements for its executive officers, including its other NEOs (each, the “Severance Agreement”). Accordingly, on May 17, 2022, the Company entered into a Severance Agreement with each of Ms. Geoffroy and Ms. Judge, which provides certain benefits to the NEO if employment is terminated under certain qualifying events. For additional information regarding each Severance Agreement and potential severance and retirement payments, see “Potential Post-Termination Benefits for our NEOs” and “Executive Compensation Tables – Potential Payments Upon Termination or Change of Control.”

  44. Fiscal Year 2024 Compensation Changes and Decisions

    | 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. |

  45. Fiscal Year 2024 Compensation Changes and Decisions

    ▪For all NEOs other than our COO and CEO, long-term incentive awards under the 2018 Stock Plan consist of awards that are weighted equally at 50% each between Performance RSAs (previously 75% of total award) and RSAs that are time-vested (previously 25% of total award); and ▪Time-vested RSAs will vest equally over a three-year period (previously vesting over a three-year period with equal (50%) vesting on the second and third anniversaries of the date of grant). The performance-based long-term incentive awards will continue to be based on multiple performance goals and a three-year performance period.

  46. Elements of Executive Compensation

    | Element | Type | Recipients | Terms | | Base Salary | Cash | All NEOs | ▪Fixed amount of compensation for performing day-to-day responsibilities. ▪NEOs are generally eligible for annual increases. | | Annual Incentives and Bonuses | Cash | All NEOs | ▪Competitively-based annual incentive awards for achieving short-term financial goals (such as annual adjusted income and net sales targets) and other strategic objectives. | | Performance Long- Term Incentives | Performance Restricted Stock Awards (Performance RSAs) | All NEOs | ▪Performance RSAs vest at the end of a three-year performance period. ▪Performance RSA goals are competitively designed to achieve long-term financial goals (such as cumulative adjusted diluted EPS and relative total shareholder return performance metrics) and other strategic objectives. | | Time-Vested Long- Term Incentives | Time-Vested RSAs | All NEOs (other than CEO) | ▪Time-vested RSAs vest 50% on the second anniversary of the grant date and 50% on the third anniversary of the grant date. ▪One-time sign-on long-term incentive award to Ms. Geoffroy that vests 67% on May 9, 2023 and 33% on May 9, 2024. | | Other | Perquisites | All NEOs | ▪No excessive perquisites. |

  47. Elements of Executive Compensation

    Beginning in fiscal year 2020, pursuant to the Amended and Restated Employment Agreement with Mr. Mininberg, which became effective March 1, 2021 (the “Employment Agreement”), our CEO’s long-term incentive compensation structure consists solely of awards based on performance goals and multi-year performance periods, and no such awards are time-vested. For additional information regarding the Employment Agreement, see “Executive Compensation Tables – Employment Agreement with our CEO.” Additionally, the Company’s policy is to provide severance arrangements for its executive officers, including our other NEOs. The Employment Agreement and the Severance Agreements with our other NEOs provide certain severance and retirement benefits for our CEO and those NEOs, respectively. For additional information regarding the Employment Agreement and the Severance Agreements and potential severance and retirement payments, see “Potential Post-Termination Benefits for our NEOs” and “Executive Compensation Tables - Potential Payments Upon Termination or Change of Control.”

  48. Compensation Consultant and Other Advisors

    Compensation Consultant and Other Advisors The Compensation Committee has the independent authority to hire compensation, accounting, legal, or other advisors. In connection with any such hiring, the Compensation Committee can determine the scope of the consultant’s assignments and their fees. The scope of a consultant’s services may include providing the Compensation Committee with data regarding compensation trends, assisting the Compensation Committee in the preparation of market surveys or otherwise helping it evaluate compensation decisions. The Compensation Committee retained FW Cook as its independent compensation consultant to assist in the evaluation of the compensation packages of our CEO and other NEOs for fiscal year 2023. FW Cook works directly with the Compensation Committee (and not on behalf of management) to assist the Compensation Committee in meeting its responsibilities. During fiscal year 2023, FW Cook assisted the Compensation Committee and the Board in evaluating and setting the base salaries for our NEOs, the performance targets for the NEOs annual and long-term incentive awards, an analysis of the peer group as described below, including the competitive position of our NEOs’ compensation and an analysis of the Directors’ compensation. FW Cook has not performed any other services for the Company nor undertaken any projects on behalf of management. The Compensation Committee has determined that FW Cook had no conflicts of interest relating to its engagement by the Compensation Committee.

  49. Competitive Pay Position for our NEOs

    Competitive Pay Position for our NEOs To assist in setting appropriate compensation for our NEOs, the Compensation Committee analyzed competitive market conditions drawing from publicly available executive compensation data and considering compensation trends and market practice. Furthermore, the Compensation Committee used compensation data for similar positions in a peer group analysis as a guide to setting fiscal year 2023 compensation for our NEOs, including setting the compensation of Ms. Geoffroy as COO and Ms. Judge as CLO, each of whom became executive officers in fiscal year 2023. The Compensation Committee believes that a peer group analysis permits it to assess an appropriate total value and mix of pay for our NEOs and

  50. Competitive Pay Position for our NEOs

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  51. Competitive Pay Position for our NEOs

    to set the compensation of our NEOs in a manner that is competitive in relation to the marketplace and in consideration of sources of talent, experience and industry expertise. Accordingly, the Compensation Committee, in consultation with FW Cook, annually reviews and approves a peer group list for consideration in determining the total compensation of our NEOs (the “Compensation Peer Group”).In compiling the Compensation Peer Group, the Compensation Committee considered any management input and the input of its independent compensation consultant. The Compensation Peer Group includes a mix of companies identified as being within our peer group by proxy advisors or recommended by our compensation consultant or management. The organizations ultimately included in the Compensation Peer Group were chosen because they are a source of talent, are within the general industry of the Company and have comparable revenues, are competitors of the Company or have similar distribution channels as the Company. The Compensation Committee screened companies included in the Compensation Peer Group with a focus on including those with revenues of one-third to three times the revenue of the Company. As necessary, the Compensation Committee supplements this analysis with additional market information with respect to our CEO’s role and external opportunities potentially available to our CEO. There were no changes to the Compensation Peer Group for fiscal year 2023 other than the removal of Lifetime Brands, Inc. after consideration of the comparatively lower revenues of that enterprise relative to the Company. As a result, the Compensation Peer Group for fiscal year 2023 consisted of the following 14 companies:

  52. Competitive Pay Position for our NEOs

    | 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. |

  53. Competitive Pay Position for our NEOs

    While the Compensation Committee used the peer group analysis, publicly available executive compensation data and compensation trends as a guide to understand the range of compensation opportunities and competitive pay position in setting fiscal year 2023 compensation for our NEOs, it did not tie our NEOs’ compensation to specific market percentiles. In addition, the actual total compensation and/or amount of each compensation element may be more or less than peers because of factors like expertise, performance, and responsibilities. In this regard, in setting compensation for fiscal year 2023, the Compensation Committee considered the following: ▪For Mr. Mininberg, the Compensation Committee considered the performance orientation of his total compensation that aligns his compensation to Company performance, which is 88% at risk based on Company performance with long-term incentive performance entirely performance-based. The Compensation Committee also considered other factors, including his extraordinary efforts and leadership as our CEO, his extensive industry experience and expertise, and strong Company performance during his tenure. The Compensation Committee views Mr. Mininberg’s role as involving greater scope and complexity than similar positions at companies in the Compensation Peer Group. ▪In determining target compensation for our other NEOs in fiscal year 2023, including initially setting the compensation of Ms. Geoffroy as COO and Ms. Judge as CLO, the Compensation Committee considered the recommendations of the CEO, the Compensation Peer Group analysis prepared by FW Cook, data prepared on relative pay for performance within our Compensation Peer Group (including, in the case of Ms. Geoffroy, relative compensation of COO or second pay positions within the Compensation Peer Group), publicly available executive compensation data and compensation trends, as well as factors such as expertise, performance, and responsibilities. As such, the Compensation Committee considers fiscal year 2023 total compensation for our NEOs to be an appropriate total level and mix of pay in light of the competitive market for executive level talent that can provide innovative leadership and perform demanding roles leading large global organizations. The Compensation Committee believes the compensation programs of the Company’s NEOs are closely aligned with the interests of the shareholders and reflective of the competitive marketplace for executive level talent with similar industry experience and expertise.

  54. Competitive Pay Position for our NEOs

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  55. Pay for Performance

    Pay for Performance Our executive compensation program is aligned with Company performance. Total compensation for our NEOs varies with both individual performance and the Company’s performance in achieving financial and non-financial objectives. Each NEO’s compensation is designed to reward his or her contribution to the Company’s results and objectives. The Compensation Committee believes that a significant portion of compensation to our NEOs should be at risk based on the financial performance of the Company and the individual performance of the executive. The Compensation Committee also believes that performance-based compensation should promote both a near- and long-term outlook. As a result, our NEOs are eligible to earn a performance-based cash annual incentive award and long-term performance-based awards. All of our CEO’s target long-term incentive compensation was at risk consisting solely of awards based on performance goals and multi-year performance periods, and no long-term incentive awards of the CEO are time-vested. For fiscal year 2023 and the remaining term of the Employment Agreement, Mr. Mininberg’s performance compensation was, and will continue to be, based on a mix of equity and cash awards. Excluding Ms. Geoffroy’s one-time sign-on long-term incentive award, our other NEOs’ long-term incentive compensation structure for fiscal year 2023 consisted of a mix of awards based on performance goals and multi-year performance periods (75% of total award) and time-vested RSA incentive awards (25% of total award).

  56. Base Salary

    (1)The Employment Agreement sets Mr. Mininberg’s salary at no less than $1,000,000 per year. On February 28, 2022, the Compensation Committee approved the increase to Mr. Mininberg’s base salary, effective March 1, 2022, after considering input from FW Cook, data prepared on relative pay within our Compensation Peer Group, an increase in the cost of living and his performance. (2)The base salaries were set in connection with Ms. Geoffroy’s and Ms. Judge’s appointments as COO and CLO effective May 9, 2022 and March 1, 2022, respectively. The Compensation Committee set the salaries of Mses. Geoffroy and Judge based on the Compensation Peer Group analysis prepared by FW Cook, publicly available executive compensation data and the recommendations of the CEO. Ms. Geoffroy was not employed by the Company prior to her appointment as COO and Ms. Judge was not an executive officer prior to her appointment as CLO. As a recent hire and internal promotion, Ms. Geoffroy and Ms. Judge, respectively, did not receive salary adjustments during fiscal year 2023 after their appointment as executive officers.

  57. Incentive Awards

    Incentive Awards The Compensation Committee designed our NEOs compensation structure to include a balance of short-term incentive compensation awarded on an annual basis and long-term incentive compensation measured and paid over a multi-year period. The Compensation Committee established what it believes are rigorous goals that are not duplicative between short-term and long-term incentive awards. Multiple performance criteria have been established for both annual performance awards (based on adjusted income and net sales targets) and long-term performance awards (based on cumulative adjusted diluted EPS and relative total shareholder return targets). For performance goals and adjustments that were reported in the Company’s fiscal year 2023 Annual Report on Form 10-K, the Compensation Committee reviewed the adjustments disclosed in periodic reports, and upon certification of performance results, made no changes to those adjustments. Although we experienced a challenging business environment during fiscal year 2023, the Compensation Committee did not make any in-flight changes to our fiscal year 2023 compensation program for our NEOs or apply its discretion to increase any incentive payouts. Absent extraordinary circumstances, the Compensation Committee does not intend to adjust in-flight performance-based incentive awards in the future. Additionally, the Compensation Committee had the ability to exercise negative discretion with respect to incentive awards as necessary to appropriately align compensation with performance. There was no negative discretion exercised with respect to the long-term incentive results for the three-year performance period ending on February 28, 2023.

  58. Annual Incentive Awards

    Annual Incentive Awards The Compensation Committee believes that performance-based awards align our executives’ interests with our annual corporate goals and are important to the success of the Company. Accordingly, each NEO is entitled to receive an annual incentive bonus, subject to the achievement of specific performance conditions that are not duplicative of the performance conditions of the long-term incentive awards. The Compensation Committee also based the annual incentive award on two performance measures, which are intended to measure identified short-term goals of the Company. The Compensation Committee reevaluates and establishes the performance measures for all our NEOs on an annual basis to reflect shareholder input, an analysis of the Compensation Peer Group and changes in market trends. The Compensation Committee determines the performance goals and other terms for the annual performance incentive. Additionally, in connection with the making of any grant, the Compensation Committee may increase or decrease targets, thresholds or maximums for these awards. The fiscal year 2023 annual incentive opportunity was based on the achievement of the following measures:

  59. Annual Incentive Awards

    | Performance Metric | Rationale | | Adjusted Income(1)(2) | Provides focus on profitable growth and expense management | | Net Sales(2) | Reinforces sustaining overall growth under our business strategy |

  60. Annual Incentive Awards

    (1)The Compensation Committee determined that adjusted income is as reported in the Company’s fiscal year 2023 Annual Report on Form 10-K. For fiscal year 2023, adjusted income was defined as GAAP net income, excluding the after-tax impacts of acquisition-related expenses, Environmental Protection Agency (“EPA”) compliance costs, gain from insurance recoveries, restructuring charges, amortization of intangible assets and non-cash share-based compensation. (2)No annual incentive award to be paid if the threshold adjusted income target is not met. The Compensation Committee sets targets after considering the Company’s fiscal year 2023 budgeted adjusted income and net sales amounts. Target adjusted income and target net sales were set at the high end of the Company’s budgeted guidance for fiscal year 2023. The adjusted income and net sales targets are subject to adjustment in the event the Company or any of its subsidiaries divests any of its stock or assets. Additionally, pursuant to the terms of the 2011 Bonus Plan, the Company’s actual results measured to determine the achievement of these targets are subject to adjustment in the event the Company completes an acquisition of any equity interests or assets. Accordingly, the results of operations attributed

  61. Annual Incentive Awards

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  62. Annual Incentive Awards

    to divestitures and acquisitions are effectively excluded from determining whether performance goals have been achieved. The Compensation Committee believes these adjustments properly modify performance results under the 2011 Bonus Plan to account for the impact of divestitures and acquisitions. For fiscal year 2023, the Compensation Committee set the threshold, target and maximum adjusted income and net sales values at the following levels:

  63. Annual Incentive Awards

    | Performance Metric | Threshold | Target | Maximum | Weighting | | Adjusted Income | $283.5 million | $315.0 million | $343.3 million | 80% | | Net Sales | $2.251 billion | $2.420 billion | $2.589 billion | 20% |

  64. Annual Incentive Awards

    Eighty percent (80%) of the annual incentive award is based on the achievement of the adjusted income performance measure and twenty percent (20%) is based on the achievement of the net sales performance measure. The Compensation Committee placed a higher weight on the adjusted income goal over the net sales goal because it believes that adjusted income is the most relevant and significant factor in measuring our performance. Additionally, the emphasis on the adjusted income metric reflects the importance the Board of Directors places on achieving profitability through disciplined business expansion and expense management. If the adjusted income threshold had not been achieved, because of the importance the Compensation Committee places on adjusted income, no annual incentive would have been earned or payable with respect to fiscal year 2023. The adjusted income metric more closely aligns with the non-GAAP financial expectations we communicate to shareholders. Because we use adjusted income and adjusted EPS when we communicate our earnings expectations to our investors, we believe it is substantially correlated with our stock price performance. Additionally, the Compensation Committee believes adjusted income is more reflective of our underlying business performance compared to GAAP net income. Depending upon the achievement of the above performance goals, for fiscal year 2023, our CEO was eligible for a cash payout under the 2011 Bonus Plan targeted at 200% of his base salary with a maximum payout of 160% of target amount and a threshold payout of 50% of the target amount. The annual incentive threshold, target and maximum award for our other NEOs is based upon a percentage of such respective executive officer’s base salary for fiscal year 2023, as follows:

  65. Annual Incentive Awards

    | Name | Threshold | Target | Maximum | | Ms. Geoffroy | 45% | 90% | 180% | | Ms. Judge | 30% | 60% | 120% | | Mr. Osberg | 37.5% | 75% | 150% |

  66. Annual Incentive Awards

    For adjusted income and net sales results that fall between either the threshold and the target or the target and maximum values, the payout percentage of the award of each NEO is calculated as a percent of the target amount using a non-linear curve. Additionally, none of our NEOs are entitled to that portion of the bonus attributed to any performance measure if the threshold amount associated with such performance measure is not achieved. For fiscal year 2023, the Company’s adjusted income was $227.7 million, representing 72.3% of the target measure and resulting in no payout and the Company’s net sales were $2.073 billion, representing 85.7% of the target measure and resulting in no payout.

  67. Annual Incentive Awards

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  68. Annual Incentive Awards

    | Performance Metric | Weighting | | Threshold | Target | Maximum | Performance as % of Target | Payout Percentage | | Adjusted Income | 80% | | $283.5 million | $315.0 million | $343.3 million | | | | | | | | | | 72.3% | 0% | | Net Sales | 20% | | $2.251 billion | $2.420 billion | $2.589 billion | | | | | | | | | | 85.7% | 0% |

  69. Long-Term Incentive Awards

    Long-Term Incentive Awards The Compensation Committee believes that executive compensation should be linked, in part, to building long-term shareholder value. Additionally, equity-based compensation and ownership give our executives a continuing stake in the long-term success of the Company. These objectives are met by providing long-term incentives in the form of equity-based awards, such as Performance RSAs and time-vested RSAs. The target award values are based on grant date fair value of the awards computed in accordance with FASB ASC Topic 718. For more information regarding the Company’s long-term equity compensation, see “Executive Compensation Tables - Equity Compensation Plan Information - 2018 Stock Incentive Plan.”

  70. FISCAL YEAR 2023 LONG-TERM INCENTIVE AWARD

    FISCAL YEAR 2023 LONG-TERM INCENTIVE AWARD In fiscal year 2023, pursuant to the Employment Agreement, Mr. Mininberg’s long-term incentive compensation structure consisted solely of awards based on performance goals and a multi-year performance period. The target long-term performance incentive for Mr. Mininberg under the Employment Agreement was set at $6,700,000 and the maximum equity award is $13,400,000 (200% of the target award amount), or the value of the Common Stock that may be granted to a participant under the 2018 Stock Plan, if that value is lower. Under the Employment Agreement, no long-term incentive awards of the CEO are time-vested. In fiscal year 2023, our other NEOs’ long-term incentive compensation structure, excluding our COO’s one-time sign-on long-term incentive award, consisted of a mix of awards based on performance goals and a multi-year performance period (75% of total award) and time-vested RSA incentive awards (25% of total award). The delayed vesting of the time-based equity awards for our other NEOs requires continuous service over multiple years. For fiscal year 2023, the Compensation Committee set our CLO’s and former CFO’s target long-term incentive at $800,000 and our COO’s target long-term incentive at $1,100,000, 75% of which consisted of awards based on performance goals and multi-year performance periods and 25% of which consisted of time-vested RSAs that vest over a three-year period with equal (50%) vesting on March 1, 2024 and March 1, 2025. Ms. Geoffroy’s long-term incentive award was prorated from her appointment effective date of May 9, 2022 through the end of the three-year performance period. In addition, Ms. Geoffroy, our COO, was granted a one-time sign-on long-term incentive award that totaled $800,000 and consists of time-vested RSAs. For more information regarding the sign-on grant to our COO, see “Off-Cycle Awards.” In furtherance of the above objectives, with respect to fiscal year 2023, our NEOs were eligible to receive a performance-based long-term incentive award for a three-year performance period ending February 28, 2025 (the “Fiscal Year 2023 Long-Term Incentive Grant”), pursuant to the 2018 Stock Plan. The Fiscal Year 2023 Long-Term Incentive Grant was based on the achievement of the following measures:

  71. FISCAL YEAR 2023 LONG-TERM INCENTIVE AWARD

    | Performance Metric | Weighting | Rationale | | Cumulative Adjusted Diluted EPS(1) | 50% | Viewed by our shareholders as an important reflection of the Company’s financial health and it measures how the Company is performing with respect to profitability and value creation. | | Relative Total Shareholder Return(2) | 50% | Provides a direct link between each NEO’s compensation and shareholder results, allowing their performance to be judged in comparison to peer group performance, while also allowing positive and negative adjustments for unexpected market conditions. The relative total shareholder return metric makes the performance of the Company’s Common Stock a targeted incentive. |

  72. FISCAL YEAR 2023 LONG-TERM INCENTIVE AWARD

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  73. FISCAL YEAR 2023 LONG-TERM INCENTIVE AWARD

    (1)Calculated by dividing adjusted income by the number of weighted average diluted shares outstanding for each fiscal year. The cumulative adjusted diluted EPS metric is calculated as the sum of adjusted diluted EPS for each year in the performance period. The adjusted income metric is determined in the same manner as the adjusted income metric in each NEO’s annual incentive award, as described above, other than the results relating to acquisitions during the performance period, which are included in the results for purposes of achieving the long-term incentive targets. (2)The comparison group for purposes of the relative total shareholder return measure is the Compensation Peer Group for fiscal year 2023. Due to the importance of each of the cumulative adjusted EPS metric and relative total shareholder return metric to the Company’s shareholders over the long-term, the Compensation Committee elected to weigh each metric equally in the determination of each NEO’s long-term incentive award. No NEO is entitled to that portion of the award attributed to any performance measure if the threshold amount associated with such performance measure is not achieved. The threshold, target and maximum awards of the Fiscal Year 2023 Long-Term Incentive Grant are as follows:

  74. FISCAL YEAR 2023 LONG-TERM INCENTIVE AWARD

    | Name | Grant Type | Grant Date Fair Value at Target ($) | Threshold Shares (#) | Target Shares (#) | Maximum Shares (#) | | Mr. Mininberg | Performance RSA | $6,700,000 | 16,413 | 32,825 | 65,650 | | Ms. Geoffroy | Performance RSA | $762,000 | 1,846 | 3,691 | 7,382 | | Ms. Judge | Performance RSA | $600,000 | 1,470 | 2,940 | 5,880 | | Mr. Osberg | Performance RSA | $600,000 | 1,470 | 2,940 | 5,880 |

  75. VESTING OF FISCAL YEAR 2021 LONG-TERM INCENTIVE AWARD

    VESTING OF FISCAL YEAR 2021 LONG-TERM INCENTIVE AWARD In fiscal year 2021, our CEO received a long-term incentive award consisting of Performance RSAs under the 2018 Stock Plan, with a three-year performance period that ended on February 28, 2023 (the “Fiscal Year 2021 Long-Term Incentive Grant”) with the following targets:

  76. VESTING OF FISCAL YEAR 2021 LONG-TERM INCENTIVE AWARD

    | NEO | Grant Type | Grant Date Fair Value at Target ($) | Threshold Shares (#) | Target Shares (#) | Maximum Shares (#) | | Mr. Mininberg | Performance RSA | $5,200,000 | 15,270 | 30,539 | 61,078 |

  77. VESTING OF FISCAL YEAR 2021 LONG-TERM INCENTIVE AWARD

    Pursuant to the terms of the Fiscal Year 2021 Long-Term Incentive Grant, the amount of the long-term incentive award paid is determined based on the achievement of cumulative adjusted diluted EPS and relative total shareholder return targets. Adjusted diluted EPS is defined as adjusted income as reported in the Company’s annual report on Form 10-K, divided by weighted average diluted shares outstanding. In addition, pursuant to the terms of the Fiscal Year 2021 Long-Term Incentive Grant, if at any time during the performance period, the Company divests any companies, businesses, or other assets, the Company will, prior to the Compensation Committee’s determination of the attainment level of the performance goals, (1) exclude the results of operations of the divested companies, businesses or other assets when calculating or determining the achievement of the performance goals; and (2) adjust the performance goals to proportionately account for the divested company, business or other asset. In fiscal year 2020, the Company committed to a plan to divest certain assets within its Beauty & Wellness segment’s mass channel personal care business, which included liquid, powder and aerosol products under brands such as Pert, Brut, Sure and Infusium (“Personal Care”). The Company completed the sale of its North America Personal Care business during fiscal year 2022 and completed the remaining sale of its Latin America and Caribbean Personal Care businesses at the beginning of fiscal year 2023. As a result of the sale of the Personal Care business and pursuant to the terms of the Fiscal Year 2021 Long-Term Incentive Grant as described above, the Fiscal Year 2021 Long-Term Incentive Grant target for cumulative adjusted diluted EPS and the related results of operations were adjusted to exclude the Personal Care business. Fifty percent (50%) of the Fiscal Year 2021 Long-Term Incentive Grant was based on the achievement of the cumulative adjusted diluted EPS performance measure and fifty percent (50%) of the Fiscal Year 2021 Long-Term Incentive Grant was based on the achievement of the relative total shareholder return performance measure. The comparison group for purposes of the relative total shareholder return measure was the compensation peer group approved for fiscal year 2021.

  78. VESTING OF FISCAL YEAR 2021 LONG-TERM INCENTIVE AWARD

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  79. VESTING OF FISCAL YEAR 2021 LONG-TERM INCENTIVE AWARD

    In April 2023, the Compensation Committee certified the level of attainment of established performance goals for the Fiscal Year 2021 Long-Term Incentive Grant. This performance period covered two fiscal years with very high growth and one fiscal year with lower than expected results. For the three fiscal years ending February 28, 2023, our cumulative adjusted diluted EPS, excluding the Personal Care business, was $32.66, representing 123.5% of the target measure, also excluding the Personal Care business, and resulting in a payout percentage relating to that target of 200%. Additionally, our relative total shareholder return over the three-year period was at the 7th percentile of the comparative peer group, representing 13.2% of the target measure and resulting in a payout percentage relating to that target of 0%. As a result, the Compensation Committee determined Mr. Mininberg had earned the number of shares of Common Stock subject to Performance RSAs reflected in the following table with respect to the fiscal year 2021 Performance RSA grant under the 2018 Stock Plan:

  80. VESTING OF FISCAL YEAR 2021 LONG-TERM INCENTIVE AWARD

    | NEO | Grant Type | Shares (#) | Blended Payout Percentage | Market Value at February 28, 2023 ($)(1) | | Mr. Mininberg | Performance RSA | 30,539 | 100.0% | $3,441,440 |

  81. VESTING OF FISCAL YEAR 2021 LONG-TERM INCENTIVE AWARD

    (1)Represents 66.2% of the grant date fair value at target of the Fiscal Year 2021 Long-Term Incentive Grant.

  82. Potential Post-Termination Benefits for our NEOs

    Potential Post-Termination Benefits for our NEOs The Compensation Committee believes the severance and retirement provisions of the Employment Agreement and the Severance Agreements are a competitive compensation element in the executive labor market and are more beneficial to the Company and its shareholders than conducting an individual

  83. Potential Post-Termination Benefits for our NEOs

    negotiation with the NEO in the event of a termination of his or her employment. The Compensation Committee believes the change of control severance benefits provide incentive for our NEOs to fully consider potential changes that are in the best interest of the Company and our shareholders, even if such changes would result in the executive’s termination. The Compensation Committee views these amounts as reasonable and appropriate for the NEOs, who may not be in a position to obtain comparable employment following a change of control. As noted above, the Employment Agreement limits the potential severance payable to our CEO over the term of the Employment Agreement for the termination events. For further information, see “Executive Compensation Tables - Potential Payments Upon Termination or Change of Control - Employment Agreement with our CEO and Severance Agreements with our Other NEOs.” Retirement benefit provisions are included in the Employment Agreement and the Severance Agreements. The Compensation Committee believes these retirement provisions further strengthen each NEO’s commitment to high performance standards by maintaining a focus on the long-term performance of the Company, covering periods even following their retirement. The Company competes for executives in a highly competitive market in which companies routinely offer similar benefits to senior executives. As a result, the Compensation Committee views these amounts as reasonable and appropriate for its NEOs, and are a competitive compensation element in the current executive labor market.

  84. Compensation Risks

    and maximize Company performance without focusing exclusively on compensation performance metrics to the detriment of other important business metrics; ▪Our 2011 Bonus Plan provides for authority to adjust the operating results and performance targets for annual incentive bonuses to remove the impact of divestitures in order to reduce the incentive to engage in activities that would have a short-term focus and would be inconsistent with the Company’s long-term business objectives; ▪Our stock incentive plans and our 2011 Bonus Plan include clawback provisions in the event of a financial restatement or misconduct; ▪The annual cash incentive opportunity for our CEO and other NEOs contains maximum payout levels, which helps avoid excessive total compensation and reduces the incentive to engage in unnecessarily risky behavior; and ▪Our insider trading policy prohibits executives from pledging Common Stock or using Common Stock as collateral for any margin loan and from engaging in transactions (such as trading in options) designed to hedge against the value of the Common Stock.

  85. Summary Compensation Table

    Summary Compensation Table The following table sets forth the summary of compensation for our NEOs during the fiscal years indicated, whose total compensation exceeded $100,000 and who served as an NEO during fiscal year 2023:

  86. Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Julien R. Mininberg, CEO | 2023 | 1,250,000 | — | 6,700,000(4) | — | 15,812 | 7,965,812 | | | 2022 | 1,150,000 | — | 5,207,000 | 3,380,381 | 8,796 | 9,746,177 | | | 2021 | 1,000,000 | — | 5,200,000 | 3,200,000 | 20,012 | 9,420,012 | | Noel M. Geoffroy, COO (5) | 2023 | 442,308 | — | 1,816,000(6) | — | 3,501 | 2,261,809 | | Tessa N. Judge, CLO | 2023 | 475,000 | — | 800,000(7) | — | 8,475 | 1,283,475 | | Matthew J. Osberg, former CFO (8) | 2023 | 575,000 | — | 800,000(7) | — | 191,102 | 1,566,102 | | | 2022 | 406,191 | — | 257,000 | 369,215 | 14,266 | 1,046,672 |

  87. Summary Compensation Table

    (1)These amounts reflect the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. Long-term incentive awards were granted in fiscal year 2023 under the 2018 Stock Plan in the form of Performance RSAs to Messrs. Mininberg and Osberg and Mses. Geoffroy and Judge. Additionally, time-vested RSAs were granted to Ms. Geoffroy, Ms. Judge and Mr. Osberg under the 2018 Stock Plan. The reported value of the Performance RSAs is computed based on the probable outcome of the performance conditions, which is “target.” For each of the NEOs, the ultimate payout for the Performance RSAs can range from zero shares to a maximum of 200% of target. Further information regarding the awards, including the assumptions and methodologies used in determining the grant date fair values, is included in the tables entitled “Grants of Plan-Based Awards in Fiscal Year 2023,” “Outstanding Equity Awards at Fiscal Year-End 2023,” “Equity Compensation Plan Information,” and in Notes 1 and 9 to the consolidated financial statements accompanying the Company’s Annual Report on Form 10-K for fiscal year 2023. (2)Fiscal year 2023 illustrates no annual cash incentives under the 2011 Bonus Plan were earned in fiscal year 2023. For further information regarding these awards, see “Grants of Plan-Based Awards in Fiscal Year 2023.” (3)For fiscal year 2023, the following table presents the amounts included in “All Other Compensation”:

  88. Summary Compensation Table

    | Name | 401(k) Plan ($) | Group Life Insurance ($) | Other ($) | Total ($) | | Mr. Mininberg | 12,200 | 3,612 | — | 15,812 | | Ms. Geoffroy | — | 1,486 | 2,015(A) | 3,501 | | Ms. Judge | 7,164 | 769 | 542(A) | 8,475 | | Mr. Osberg | 12,354 | 1,260 | 177,488(B) | 191,102 |

  89. Summary Compensation Table

    (A) Includes payments earned by Mses. Geoffroy and Judge as a health benefit incentive as well as a service award earned by Ms. Judge. (B) Includes $134,270 of reimbursed relocation costs to Mr. Osberg for costs that were incurred with Mr. Osberg’s home sale and shipment of household goods in connection with the transfer of Mr. Osberg’s principal office residence, and includes $43,218 in gross-up payments to reimburse applicable taxes resulting from relocation costs that were imputed as income for federal income tax purposes. (4)Includes 32,825 shares subject to Performance RSAs (or $6,700,000), which represents the target award, calculated using a price per share of $204.11, the closing market price of the Common Stock on March 1, 2022, the date of the grant. At the date of the grant, the maximum potential value of the Performance RSAs, assuming the achievement of the highest level of performance conditions, was 65,650 shares subject to Performance RSAs (or $13,400,000). This represents the aggregate grant date fair value of the awards, calculated in accordance with FASB ASC Topic 718. (5)Ms. Geoffroy was appointed COO and joined the Company on May 9, 2022. The information for Ms. Geoffroy represents all compensation of Ms. Geoffroy from May 9, 2022 through the end of fiscal year 2023. (6)Includes 1,230 shares subject to time-vested RSAs (or $254,000), which vest equally on March 1, 2024 and March 1, 2025, and 3,691 shares subject to Performance RSAs (or $762,000), which represents the target award, calculated using a price per share of $206.45, the closing market price of the Common Stock on May 9, 2022, the date of the grant. At the date of the grant, the maximum potential value of the Performance RSAs, assuming the achievement of the highest level of performance conditions, was 7,382 shares subject to Performance RSAs (or $1,524,000). Also includes 3,875 shares subject to time-vested RSAs (or $800,000) granted as a one-time sign-on long-term incentive award in connection with her appointment as COO effective May 9, 2022, which vests 67% on May 9, 2023 and 33% on May 9, 2024 and was calculated using a price per share of $206.45, the closing market price of the Common Stock on May 9, 2022, the date of the grant. This represents the aggregate grant date fair value of the awards, calculated in accordance with FASB ASC Topic 718. (7)Includes 979 shares subject to time-vested RSAs (or $200,000), which vest equally on March 1, 2024 and March 1, 2025, and 2,940 shares subject to Performance RSAs (or $600,000), which represents the target award, calculated using a price per share of $204.11,

  90. Summary Compensation Table

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  91. Summary Compensation Table

    the closing market price of the Common Stock on March 1, 2022, the date of the grant. At the date of the grant, the maximum potential value of the Performance RSAs, assuming the achievement of the highest level of performance conditions, was 5,880 shares subject to Performance RSAs (or $1,200,000). This represents the aggregate grant date fair value of the awards, calculated in accordance with FASB ASC Topic 718. (8)Mr. Osberg served as the Company’s CFO until his resignation which, as disclosed previously herein, was effective April 27, 2023.

  92. Grants of Plan-Based Awards in Fiscal Year 2023

    Grants of Plan-Based Awards in Fiscal Year 2023 For fiscal year 2023, the following plan-based compensation was awarded to our NEOs:

  93. Grants of Plan-Based Awards in Fiscal Year 2023

    | | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards(1) | | | All Other Stock Awards; Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock Awards(2) ($) | | Name | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Julien R. Mininberg, CEO | | | | | | | | | | | Annual Incentive Award(3) | | 1,250,000 | 2,500,000 | 4,000,000 | | | | | | | Performance RSAs | 3/1/2022 | | | | 16,413 | 32,825 | 65,650 | | 6,700,000 | | Noel M. Geoffroy, COO | | | | | | | | | | | Annual Incentive Award(3)(4) | | 199,039 | 398,077 | 796,154 | | | | | | | Performance RSAs | 5/9/2022 | | | | 1,846 | 3,691 | 7,382 | (5) | 762,000 | | Time-Vested RSAs | 5/9/2022 | | | | | | | 1,230(5)(7) | 254,000 | | Time-Vested RSAs | 5/9/2022 | | | | | | | 3,875(6) | 800,000 | | Tessa N. Judge, CLO | | | | | | | | | | | Annual Incentive Award(3) | | 142,500 | 285,000 | 570,000 | | | | | | | Performance RSAs | 3/1/2022 | | | | 1,470 | 2,940 | 5,880 | | 600,000 | | Time-Vested RSAs | 3/1/2022 | | | | | | | 979(7) | 200,000 | | Matthew J. Osberg, former CFO | | | | | | | | | | | Annual Incentive Award(3) | | 215,625 | 431,250 | 862,500 | | | | | | | Performance RSAs | 3/1/2022 | | | | 1,470 | 2,940 | 5,880 | | 600,000 | | Time-Vested RSAs | 3/1/2022 | | | | | | | 979(7) | 200,000 |

  94. Grants of Plan-Based Awards in Fiscal Year 2023

    (1)The number of shares listed represents shares subject to long-term equity incentive awards in the form of Performance RSAs. The performance criteria for these awards is based on the achievement of cumulative adjusted diluted EPS and relative total shareholder return targets over a three-year performance period. For further information relating to these awards and performance goals, see “Compensation Discussion & Analysis - Elements of the Compensation Program for our NEOs - Incentive Awards - Long-Term Incentive Awards.” (2)The amounts shown reflect the aggregate grant date fair value of the subject awards, based on the expected achievement of performance at target, where applicable. These were computed in accordance with FASB ASC Topic 718. The Performance RSAs and time-vested RSAs were granted under the 2018 Stock Plan. (3)Under the 2011 Bonus Plan, the performance metrics are based on the achievement of adjusted income and net sales targets. For further information relating to these awards and performance goals, see “Compensation Discussion & Analysis - Elements of the Compensation Program for our NEOs - Incentive Awards - Annual Incentive Awards.” The actual payouts for fiscal year 2023 were 0% of the target amount for Messrs. Mininberg and Osberg and Mses. Geoffroy and Judge. (4)The amounts shown reflect Ms. Geoffroy’s annual incentive award at a target of $517,500, prorated from the effective date, May 9, 2022, of her appointment as COO through the end of fiscal year 2023. (5)The amounts shown reflect Ms. Geoffroy’s annual long-term incentive award at a target of $1,100,000 prorated from the effective date, May 9, 2022, of her appointment as COO through the end of the three-year performance period. (6)The amount shown reflects the number of time-vested RSAs granted to Ms. Geoffroy as a one-time sign-on long-term incentive award in connection with her appointment as COO effective May 9, 2022, which vests 67% on May 9, 2023 and 33% on May 9, 2024. (7)The amounts shown reflect the number of time-vested RSAs granted to Ms. Geoffroy, Ms. Judge, and Mr. Osberg, which vest equally on March 1, 2024, and March 1, 2025.

  95. Grants of Plan-Based Awards in Fiscal Year 2023

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  96. Outstanding Equity Awards at Fiscal Year-End 2023

    Outstanding Equity Awards at Fiscal Year-End 2023 The following table sets forth certain information with respect to outstanding equity awards for our NEOs as of February 28, 2023:

  97. Outstanding Equity Awards at Fiscal Year-End 2023

    | | Stock Awards | | | Name | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | Julien R. Mininberg, CEO | 30,540(2) | 3,441,553 | | | 24,051(3) | 2,710,307 | | | 32,825(4) | 3,699,049 | | | 20(5) | 2,254 | | Noel M. Geoffroy, COO | 3,691(4) | 415,939 | | | 3,875(6) | 436,674 | | | 1,230(7) | 138,609 | | Tessa N. Judge, CLO | 1,542(2) | 173,768 | | | 1,422(3) | 160,245 | | | 2,940(4) | 331,309 | | | 256(8) | 28,849 | | | 474(9) | 53,415 | | | 979(7) | 110,324 | | | 20(5) | 2,254 | | Matthew J. Osberg, former CFO | 882(2) | 99,393 | | | 867(3) | 97,702 | | | 2,940(4) | 331,309 | | | 146(8) | 16,453 | | | 289(9) | 32,567 | | | 979(7) | 110,324 | | | 20(5) | 2,254 |

  98. Outstanding Equity Awards at Fiscal Year-End 2023

    (1)Calculated using a price per share of $112.69, the closing market price of the Common Stock as reported by NASDAQ on February 28, 2023, the end of the Company’s last completed fiscal year. (2)These shares represent Performance RSAs granted under the 2018 Stock Plan, based on 100.0% performance achievement. The Performance RSAs vest if the performance conditions under the awards are achieved based on a three-year performance period ended February 28, 2023. Payouts can range from zero shares to a maximum of 200% of target. In April 2023, the Compensation Committee certified the level of attainment of established performance goals and the Performance RSAs vested at a blended payout of 100.0% of target. (3)These shares represent Performance RSAs granted under the 2018 Stock Plan, based on “target.” The Performance RSAs vest if the performance conditions under the awards are achieved based on a three-year performance period ending February 29, 2024. Payouts can range from zero shares to a maximum of 200% of target. The number of shares reflected assumes the target level of performance achievement, which would result in the Performance RSAs vesting at 100% of target. (4)These shares represent Performance RSAs granted under the 2018 Stock Plan, based on “target.” The Performance RSAs vest if the performance conditions under the awards are achieved based on a three-year performance period ending February 28, 2025. Payouts can range from zero shares to a maximum of 200% of target. The number of shares reflected assumes the target level of performance achievement, which would result in the Performance RSAs vesting at 100% of target. (5)These shares represent time-vested RSAs granted to Mr. Mininberg, Ms. Judge and Mr. Osberg as part of the recognition bonus granted generally to associates, which vest equally on May 19, 2023 and May 19, 2024. (6)These shares represent time-vested RSAs granted to Ms. Geoffroy as a one-time sign-on long-term incentive award in connection with her appointment as COO, which vests 67% on May 9, 2023 and 33% on May 9, 2024. (7)These shares represent time-vested RSAs granted to Ms. Geoffroy, Ms. Judge and Mr. Osberg, which vest 50% on March 1, 2024 and 50% on March 1, 2025. (8)These shares represent remaining unvested time-vested RSAs granted to Ms. Judge and Mr. Osberg, which vest on March 1, 2023. (9)These shares represent time-vested RSAs granted to Ms. Judge and Mr. Osberg, which vest 50% on March 1, 2023 and 50% on March 1, 2024.

  99. Outstanding Equity Awards at Fiscal Year-End 2023

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  100. Option Exercises and Stock Vested During Fiscal Year 2023

    Option Exercises and Stock Vested During Fiscal Year 2023 There were no exercises of stock options for our NEOs during fiscal year 2023. The following table provides information on all vesting of stock awards for our NEOs during fiscal year 2023:

  101. Option Exercises and Stock Vested During Fiscal Year 2023

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Julien R. Mininberg, CEO | 80,625 | 16,543,180 | | Noel M. Geoffroy, COO | — | — | | Tessa N. Judge, CLO | 2,499 | 512,016 | | Matthew J. Osberg, former CFO | 2,164 | 443,418 |

  102. Potential Payments Upon Termination or Change of Control

    Potential Payments Upon Termination or Change of Control The information below describes certain compensation that would be paid to our CEO under the terms of the Employment Agreement and to our other NEOs under the terms of their respective Severance Agreements, in the event of a termination of each of his or her employment with the Company and/or change of control of the Company. The amounts shown in the table below assume that such a termination of employment and/or change of control occurred on February 28, 2023. The amounts include estimates that would be paid out to each of our NEOs upon his or her termination and/or a change of control (based upon his or her compensation and service levels as of such date). The value of the outstanding Performance RSAs and all time-vested RSAs in the below table are calculated assuming that the market price per share of the Common Stock on the date of the event was equal to the closing price of the Common Stock on the last trading day of the fiscal year ended February 28, 2023 ($112.69). Further, upon termination, the executive officer would be entitled to amounts (including salary, bonus, expense reimbursement, etc.) that have been fully earned but not yet paid on the date of termination. The actual amounts to be paid out can only be determined at the time of a change of control and/or termination of employment with the Company. In addition to the amounts in the table below, Mr. Mininberg, Ms. Geoffroy, Ms. Judge and Mr. Osberg, would have been entitled to receive any earned and unpaid annual incentive compensation as of February 28, 2023. Any outstanding equity awards issued pursuant to the 2018 Stock Plan that are not assumed in connection with a change of control will vest immediately in accordance with the terms of the 2018 Stock Plan, as applicable. Our NEOs’ equity awards are otherwise subject to a double trigger and would not vest unless within specified periods of the change of control, his or her employment was involuntarily terminated by the Company other than for cause or by the executive for good reason. For further information relating to these incentive awards, see “Compensation Discussion & Analysis - Elements of the Compensation Program for our NEOs - Incentive Awards.” Under the Employment Agreement and the Severance Agreement, our NEOs are also entitled to specified benefits if their employment is terminated by reason of retirement and certain conditions are met. As of February 28, 2023, our CEO was eligible to receive retirement benefits under the Employment Agreement. As of February 28, 2023, our other NEOs were not entitled to receive retirement benefits under the Severance Agreements. In addition to any portion of unpaid base salary and annual incentive earned but not yet paid, Mr. Mininberg, Mses. Geoffroy and Judge and Mr. Osberg would have been entitled to receive the following if each had been terminated as of February 28, 2023:

  103. CEO Pay Ratio for Fiscal Year 2023

    CEO Pay Ratio for Fiscal Year 2023

  104. Pay Ratio

    Pay Ratio Our CEO to median employee pay ratio has been calculated in accordance with the adopted rules under the Dodd-Frank Wall Street Reform and Consumer Protection Act and is calculated in a manner consistent with Item 402(u) of Regulation S-K. Our CEO’s annual total compensation for fiscal year 2023, as shown in the Summary Compensation Table above, was $7,965,812. The median employee’s annual total compensation in fiscal year 2023 (other than our CEO) was $64,337, calculated using the same methodology as used in the calculation of the Summary Compensation Table, consisting of base salary, bonus, stock awards, non-equity incentive plan compensation, and all other compensation. As a result, the ratio of our CEO’s annual total compensation in fiscal year 2023 to the median annual total compensation of all of our employees (other than our CEO) in fiscal year 2023 was 123.8, when calculated in a manner consistent with Item 402(u) of Regulation S-K. Because the SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices, the pay ratio reported by other companies (including companies in our Compensation Peer Group) may not be comparable to the pay ratio reported above.

  105. Pay versus Performance

    Pay versus Performance The following section has been prepared as required by the SEC’s pay versus performance (“PvP”) disclosure rules adopted pursuant to the Dodd-Frank Act and set forth in Item 402(v) of Regulation S-K (the “PvP Rules”). Under the PvP Rules, the Company must calculate compensation using the methodology required by the SEC referred to as “compensation actually paid” (“CAP”), which is then compared to certain Company and peer group performance measures prescribed by the SEC.

  106. Pay versus Performance

    | Fiscal Year | Summary Compensation Table Total for CEO ($)(1) | Compensation Actually Paid to CEO ($)(2) | Average Summary Compensation Table Total for Other NEOs ($)(3) | Average Compensation Actually Paid to Other NEOs ($)(4) | Value of Fixed $100 Investment Based On: | | Net Income ($) | Adjusted Income ($)(7) | | | | | | | Total Shareholder Return ($)(5) | Dow Jones U.S. Personal Products Index ($)(6) | | | | 2023 | 7,965,812 | (5,703,304) | 1,703,795 | 663,458 | 68 | 118 | 143,273,000 | 227,663,000 | | 2022 | 9,746,177 | 12,841,678 | 1,725,119 | 1,637,221 | 125 | 128 | 223,764,000 | 295,984,000 | | 2021 | 9,420,012 | 21,821,918 | 3,043,699 | 5,814,933 | 132 | 123 | 253,946,000 | 293,650,000 |

  107. Pay versus Performance

    (1)The Company’s principal executive officer for fiscal year 2021 through fiscal year 2023 was its CEO, Julien R. Mininberg. The amounts represent the total compensation paid to our CEO for each reported fiscal year as reflected in the “Total” column of the Summary Compensation Table (“SCT”). (2)The amounts reported represent the CAP to our CEO, computed in accordance with the PvP Rules. These amounts do not reflect the actual amount of compensation earned or received by or paid to our CEO in the applicable fiscal year (“FY”). In accordance with the PvP Rules, below are the adjustments made to the amount reported for our CEO in the “Total” column of the SCT for each fiscal year to arrive at CAP:

  108. Pay versus Performance

    | | Fiscal Year | | | | Compensation Element | 2023 | 2022 | 2021 | | SCT Reported Total Compensation(A) | $7,965,812 | $9,746,177 | $9,420,012 | | Minus Aggregate SCT Reported Equity Compensation(B) | (6,700,000) | (5,207,000) | (5,200,000) | | Plus Year-End Fair Value of Awards Granted During the Covered FY & Outstanding(C) | 1,132,791 | 5,747,505 | 7,980,712 | | Plus or Minus (as applicable) Year-Over-Year Change in Fair Value of Awards Granted During Prior FY(s) & Outstanding(C) | (7,758,963) | 2,199,915 | 9,621,686 | | Plus Vesting Date Fair Value of Awards Granted & Vested During the Covered FY(C) | — | — | — | | Plus or Minus (as applicable) Year-Over-Year Change in Fair Value of Awards Granted During Prior FY(s) & Vesting During Covered FY(C) | (342,944) | 355,081 | (492) | | Minus Prior FY End Value of Awards Determined to Fail to Meet Vesting Conditions During Covered FY(C) | — | — | — | | Plus Value of Dividends or Other Earnings Paid on Stock Awards Not Otherwise Included(C) | — | — | — | | Compensation Actually Paid | ($5,703,304) | $12,841,678 | $21,821,918 |

  109. Pay versus Performance

    (A) We have not reported any amounts in our SCT with respect to “Change in Pension and Nonqualified Deferred Compensation.” Consequently, we have no adjustments with respect to such items prescribed by the PvP Rules. (B) These amounts reflect the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 of awards granted during each applicable fiscal year as reported in the “Stock Awards” column of the SCT. (C) In accordance with the PvP Rules, the fair values of our CEO’s unvested and outstanding equity awards were remeasured as of the end of each fiscal year, and as of each vesting date, during the fiscal years reflected in the table above and reflect performance achievement projections (as applicable). The fair value of these stock awards included in CAP to our CEO are calculated consistent with the approach used to value the awards at the grant date as described in the Company’s Annual Report on Form 10-K for fiscal year 2023. For further information regarding the assumptions and methodologies used in determining the grant date fair values, see Notes 1 and 9 to the consolidated financial statements accompanying the Company’s Annual Report on Form 10-K for fiscal year 2023. (3)The Company's other NEOs (1) for fiscal year 2023, were Noel Geoffroy, Tessa Judge and Matthew J. Osberg; (2) for fiscal year 2022, were Matthew J. Osberg and Brian L. Grass and (3) for fiscal year 2021, was Brian L. Grass. The amounts represent the average of the total compensation paid to our other NEOs for each reported fiscal year as reflected in the “Total” column of the SCT. (4)The amounts reported represent the average CAP to our other NEOs, computed in accordance with the PvP Rules. These amounts do not reflect the actual amount of compensation earned or received by or paid to our other NEOs as a group in the applicable fiscal year. In accordance with the PvP Rules, below are the adjustments made to the average of the amounts reported for our other NEOs as a group in the “Total” column of the SCT for each fiscal year to arrive at CAP:

  110. Pay versus Performance

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  111. Pay versus Performance

    | | Fiscal Year | | | | Compensation Element | 2023 | 2022 | 2021 | | SCT Reported Total Compensation(A) | $1,703,795 | $1,725,119 | $3,043,699 | | Minus Aggregate SCT Reported Equity Compensation(B) | (1,138,667) | (897,000) | (1,580,000) | | Plus Year-End Fair Value of Awards Granted During the Covered FY & Outstanding(C) | 375,408 | 820,415 | 2,247,991 | | Plus or Minus (as applicable) Year-Over-Year Change in Fair Value of Awards Granted During Prior FY(s) & Outstanding(C) | (271,009) | (64,675) | 2,053,158 | | Plus Vesting Date Fair Value of Awards Granted & Vested During the Covered FY(C) | — | — | 49,817 | | Plus or Minus (as applicable) Year-Over-Year Change in Fair Value of Awards Granted During Prior FY(s) & Vesting During Covered FY(C) | (6,069) | 53,362 | 268 | | Minus Prior FY End Value of Awards Determined to Fail to Meet Vesting Conditions During Covered FY(C) | — | — | — | | Plus Value of Dividends or Other Earnings Paid on Stock Awards Not Otherwise Included(C) | — | — | — | | Compensation Actually Paid | $663,458 | $1,637,221 | $5,814,933 |

  112. Pay versus Performance

    (A) We have not reported any amounts in our SCT with respect to “Change in Pension and Nonqualified Deferred Compensation.” Consequently, we have no adjustments with respect to such items prescribed by the PvP Rules. (B) These amounts reflect the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 of awards granted during each applicable fiscal year as reported in the “Stock Awards” column of the SCT. (C) In accordance with the PvP Rules, the fair values of our other NEOs unvested and outstanding equity awards were remeasured as of the end of each fiscal year, and as of each vesting date, during the fiscal years reflected in the table above and reflect performance achievement projections (as applicable). The fair value of these stock awards included in CAP to our other NEOs are calculated consistent with the approach used to value the awards at the grant date as described in the Company’s Annual Report on Form 10-K for fiscal year 2023. For further information regarding the assumptions and methodologies used in determining the grant date fair values, see Notes 1 and 9 to the consolidated financial statements accompanying the Company’s Annual Report on Form 10-K for fiscal year 2023. (5)Reflects the Company’s total shareholder return calculated based on an assumed $100 investment as of February 29, 2020. (6)Reflects the cumulative total shareholder return of the Dow Jones U.S. Personal Products Index. Total shareholder return is calculated based on an assumed $100 investment as of February 29, 2020 and the reinvestment of any issued dividends. This peer group is used by the Company for purposes of Item 201(e) of Regulation S-K under the Exchange Act in the Company’s Annual Report on Form 10-K for fiscal year 2023. (7)For the PvP analysis, adjusted income aligns with the adjusted income values for our incentive awards.