DEF 14A of Helen Of Troy LTD, Jun 21, 2024

DEF 14A of Helen Of Troy LTD

Filed Jun 21, 2024 · FY20240000916789-24-000025

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 | | | Noel M. Geoffroy Chief Executive Officer Helen of Troy Limited | 53 | 2024 | | | | | | | | Timothy F. Meeker Chairman President & Principal Meeker & Associates | 77 | 2004 | ✓ | | | ■ | | | | Krista L. Berry Retired, Chief Revenue Officer Everlane Inc. | 59 | 2017 | ✓ | ■ | | ■ | ■ | | | Vincent D. Carson Retired, Chief Legal Officer and Secretary Helen of Troy Limited | 64 | 2018 | ✓ | | ■ | ■ | | | | Thurman K. Case Retired, Chief Financial Officer Cirrus Logic, Inc. | 67 | 2017 | ✓ | ■, E | | | ■ | | | Tabata L. Gomez Chief Marketing Officer McCormick & Company, Inc. | 43 | 2022 | ✓ | | | | ■ | | | Elena B. Otero Retired, Chief Marketing Officer - International The Clorox Company | 59 | 2022 | ✓ | | ■ | | | | | Beryl B. Raff Retired, Chairman & CEO Helzberg Diamond Shops, Inc. | 73 | 2014 | ✓ | ■ | | | | | | Darren G. Woody President & CEO Jordan Foster Construction, LLC | 64 | 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

    | 2024 Proxy Statement | 9 |

  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

    | | NOEL M. GEOFFROY | | | CEO and Director Since: 2024 | | | Committees: None Age: 53 | | Biographical Information Ms. Geoffroy joined the Company in May 2022 and has served as its CEO since March 1, 2024. Prior to her appointment as the CEO, she served as the Company’s COO. Prior to joining the Company, Ms. Geoffroy served as Head of North America Consumer Healthcare at Sanofi S.A., a global healthcare company, and had held such position since January 2019. Prior to that time, she served in various leadership roles from December 2012 to December 2018 at Kellogg Company, an American multinational food manufacturing company, most recently President, US Frozen Foods. Ms. Geoffroy earned her undergraduate degree from Clemson University and her MBA from the University of Virginia. Key Qualifications Ms. Geoffroy brings over 25 years of experience in consumer-facing businesses at recognized brands and organizations, an innovative mindset, operational expertise, and seasoned leadership skills. As our CEO, Ms. Geoffroy provides essential oversight of the business and organization, and a link between management and the Board of Directors. She provides crucial insight to the Board on the Company’s strategic planning and operations. Ms. Geoffroy also plays a key role in communication with shareholders and in leading the Company’s organizational vision and strategy. Ms. Geoffroy also oversees the global business and the strategy and execution of several of the Company’s major transformation projects, a continuation from her time as COO. | |

  9. Nominees for the Election of Directors

    | 16 | Helen of Troy |

  10. Nominees for the Election of Directors

    | | TIMOTHY F. MEEKER | | | Director Since: 2004 Chairman Since: 2014 | | | Committees: Nominating (Chair) Age: 77 | | 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 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: 59 | | 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 Ms. Berry brings retail and direct to consumer leadership experience in global brands and startups to the Board of Directors, with over 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

    | 2024 Proxy Statement | 17 |

  13. Nominees for the Election of Directors

    | | VINCENT D. CARSON | | | Director Since: 2018 | | | Committees: Compensation and Nominating Age: 64 | | 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 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: 67 | | 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 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

    | 18 | Helen of Troy |

  16. Nominees for the Election of Directors

    | | TABATA L. GOMEZ | | | Director Since: 2022 | | | Committees: Corporate Governance Age: 43 | | Biographical Information Ms. Gomez has served as the Chief Marketing Officer of McCormick & Company Inc. (“McCormick”), a spice and extract manufacturing company, since November 2023. In her role, she leads the global marketing organization and is a member of the Global Operating Committee of McCormick. Prior to joining McCormick, Ms. Gomez had served as Chief Marketing Officer for the Tools & Outdoor segment of Stanley Black & Decker Inc., a manufacturer of industrial tools and household hardware, since September 2022, where she oversaw a $14 billion portfolio of brands. She also served as President of the Global Hand Tools, Accessories & Storage Group, a business unit within Stanley Black & Decker, Inc. Prior to her time at Stanley Black & Decker, Ms. Gomez worked at Coty, Inc., a manufacturer and marketer of fragrances, cosmetics, hair care and other beauty products, where she was Vice President of Rimmel. She also spent 13 years at The Procter & Gamble Company in the United States, Europe, and Latin America where she served in roles of increasing responsibility in brand management, marketing and innovation. Ms. Gomez holds a Bachelor of Arts in International Relations from the Universidad Iberoamericana in Mexico City and she speaks several languages. Key Qualifications Ms. Gomez brings expertise in global marketing, brand leadership, profit & loss management and licensed product management to the Board of Directors. With broad international experience in Latin America, Europe and Asia, Ms. Gomez also provides the Board with critical international perspectives. | |

  17. Nominees for the Election of Directors

    | | ELENA B. OTERO | | | Director Since: 2022 | | | Committees: Compensation Age: 59 | | Biographical Information Ms. Otero is a former executive in the international division of The Clorox Company, a manufacturer and marketer of consumer products, where she served as Chief Marketing Officer, eCommerce Officer and Strategy & Growth Officer from 2016 until her retirement in 2021. She previously served as Vice President of Marketing and General Manager of Clorox’s Home Care International business unit from 2010 to 2016 and as Vice President of Marketing and General Manager of Clorox’s Greenworks International business unit from 2008 to 2010. Prior to these roles, Ms. Otero held leadership positions in Latin America from 2002 to 2008, including responsibility for Clorox’s business operations in Puerto Rico, the Caribbean, Central America and South America. Prior to that, from 1990 to 2002, Ms. Otero held marketing leadership positions across multiple categories and brands at The Procter & Gamble Company. Key Qualifications Ms. Otero brings to the Board of Directors over thirty years of global consumer products experience, primarily in marketing, growth and strategy, ecommerce, and general management. Her experience in leading global marketing across forty countries also provides the Board with critical international perspectives. | |

  18. Nominees for the Election of Directors

    | 2024 Proxy Statement | 19 |

  19. Nominees for the Election of Directors

    | | BERYL B. RAFF | | | Director Since: 2014 | | | Committees: Audit Age: 73 | | Biographical Information Since April 2009 until her retirement in July 2022, Ms. Raff served as Chairman and Chief Executive Officer at Helzberg Diamond Shops Inc. (“Helzberg Diamonds”), a jewelry retailer and a wholly-owned subsidiary of Berkshire Hathaway Inc. Through June 2023, Ms. Raff continued to advise and consult the Helzberg Diamonds’ executive team as non-executive Chairman of the Board. From 2005 through April 2009, she served as Executive Vice President-General Merchandise Manager for the fine jewelry division of J.C. Penney Company, Inc., a retailer of apparel and home furnishings. From 2001 through 2005, Ms. Raff served as Senior Vice President-General Merchandise Manager for the fine jewelry division of J.C. Penney. Prior to joining J.C. Penney, Ms. Raff served in various leadership roles at Zale Corporation, a national retail jewelry chain, last serving as its Chairman and Chief Executive Officer. In May 2021, Ms. Raff was appointed to the Board of Directors of Academy Sports and Outdoors, Inc., where she serves as the Chair of the Compensation Committee. Ms. Raff served on the Board of Directors of Group 1 Automotive, Inc., an automotive retail operator, from 2007 to 2015. At Group 1 she was a member of the Compensation Committee of its Board of Directors and Chair of the Governance/Nomination Committee. Ms. Raff served on the Board of Directors of The Michaels Companies, Inc. from September 2014 through April 2021, a national retail chain of arts and crafts specialty stores, and was a member of its Compensation Committee. Ms. Raff has previously served as a Director of the 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 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

    | 20 | Helen of Troy |

  21. Nominees for the Election of Directors

    | | DARREN G. WOODY | | | Director Since: 2004 | | | Committees: Compensation (Chair), Nominating and Corporate Governance Age: 64 | | 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 Southwest. The firm specializes in highway, military, commercial, and multi-family 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 served on the Board of Directors of Construction Insurance and Risk Captive of America, Limited (CIRCA), a licensed group reinsurance company from 2021 to 2023. Key Qualifications Mr. Woody brings a multi-disciplined perspective to our Board of Directors given his executive leadership and legal experience. This background enables him to provide valuable input with regard to many of the Company’s legal matters, significant 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

    | 2024 Proxy Statement | 21 |

  25. Nominees for the Election of Directors

    The table below summarizes the key areas of skills and experience 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

    | | Geoffroy | Meeker | Berry | Carson | Case | Gomez | Otero | Raff | Woody | | Key Areas of Skills and Experience | | | | | | | | | | | Industry / Product Knowledge | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | | | Multinational Operations | ■ | | ■ | ■ | ■ | ■ | ■ | | | | Sales / Marketing | ■ | ■ | ■ | | | ■ | ■ | ■ | | | Financial / Accounting | ■ | ■ | ■ | | ■ | | | ■ | ■ | | Information Technology / Digital / Cybersecurity | | | ■ | | ■ | | | | | | Mergers / Acquisitions | ■ | | | ■ | ■ | | ■ | | ■ | | Corporate Strategy / Governance | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | | Board Diversity Matrix - Demographic Background (as of June 21, 2024) | | | | | | | | | | | Gender Expression | Female | 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 23, 2023, please see the proxy statement filed with the SEC on that date. For additional information on each director’s qualifications, see our director biographies above.

  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. The 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 the 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

    | 22 | Helen of Troy |

  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 the 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. No changes were made to the non-employee Directors’ compensation in fiscal year 2024. 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 of the Board of Directors received additional annual cash compensation of $115,000. 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 former CEO, was the only Director that was an associate of the Company during the fiscal year ended February 29, 2024. Ms. Geoffroy is the only nominee for election to the Board of Directors at the Annual Meeting who is an associate of the Company. Neither Mr. Mininberg nor Ms. Geoffroy receive any remuneration for his or her service as a member of the Board. For further information on the compensation of Mr. Mininberg and Ms. Geoffroy, see “Executive Compensation Tables - Summary Compensation Table.” The following table summarizes the total compensation earned by all non-employee Directors during fiscal year 2024.

  35. Director Compensation

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | | Krista L. Berry(3) | 115,000 | 140,000 | 255,000 | | Thurman K. Case(4) | 120,000 | 140,000 | 260,000 | | Vincent D. Carson | 100,000 | 140,000 | 240,000 | | Tabata L. Gomez | 100,000 | 140,000 | 240,000 | | Timothy F. Meeker(5) | 230,000 | 140,000 | 370,000 | | Elena B. Otero | 100,000 | 140,000 | 240,000 | | Beryl B. Raff | 100,000 | 140,000 | 240,000 | | Darren G. Woody(6) | 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 $110.85, $94.02, $122.21 and $110.33 per share on March 1, June 1, September 1, and December 1, 2023, 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. (3)For her services as Chair of the Governance Committee, Ms. Berry received annual cash fees of $15,000, payable quarterly. (4)For his services as Chair of the Audit Committee, Mr. Case received annual cash fees of $20,000, paid quarterly. (5)For his services as Chairman of the Board and Chair of the Nominating Committee, Mr. Meeker received annual cash fees of $115,000 and $15,000, respectively, payable quarterly. (6)For his services as Chair of the Compensation Committee, Mr. Woody received annual cash fees of $20,000, paid quarterly.

  37. Director Compensation

    | 2024 Proxy Statement | 31 |

  38. Overview

    Overview We continued to face a challenging macroeconomic and consumer environment during fiscal year 2024. As described below, we have and are taking actions that are designed to improve our performance. In fiscal year 2024, we also announced our Elevate for Growth Strategy, which provides our strategic roadmap through fiscal year 2030. Our executive compensation program reflects the impact of our results and Company performance with pay realized by our NEOs during fiscal year 2024 closely aligned with the experience of our shareholders. 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 continued business challenges in fiscal year 2024. We navigated through continued inflationary pressures, high interest rates, soft consumer demand, shifts in consumer spending patterns, and a challenging macroeconomic environment. In response, we continued to execute the broad set of initiatives that we began implementing in fiscal year 2023 to address our business 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 2025 and 2026 that we expect will generate investments for our brand portfolio. ▪Our incentive plan results reflect Company performance. For fiscal year 2024, our incentive compensation payouts align with our performance and financial results for the applicable performance periods. Although we experienced a challenging macroeconomic and consumer environment during fiscal year 2024, the Compensation Committee did not make any in-flight changes to our fiscal year 2024 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 a blended payout of 76.3% of the target award measures for fiscal year 2024. This result reflects performance consistent with our results in fiscal year 2024 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 2024 provided no payout. The performance-based award vesting for fiscal year 2024 was based on cumulative adjusted diluted EPS and relative total shareholder return during fiscal years 2022 through 2024. There was no payout under the Performance RSAs for fiscal year 2024, which aligns with our performance and financial results for the applicable performance period.

  39. 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 2024, as described below, approximately 88% of target CEO pay and 55%, on average, of target pay (excluding Mr. Grass’s interim CFO compensation) for our other NEOs was at risk based on the performance of the Company. In fiscal year 2025, approximately 68% of target CEO pay is expected to be at risk based on the performance of the Company (excluding a one-time promotion time-vested long-term incentive award). |

  40. Executive Compensation Program Aligned With Shareholders

    (1)All of the target long-term incentive compensation of Mr. Mininberg, our CEO during fiscal year 2024, was at risk consisting solely of awards based on performance goals and multi-year performance periods, and no long-term incentive awards of Mr. Mininberg were time-vested. (2)Other NEOs target pay mix represents an average of their respective compensation elements excluding our CFO’s interim compensation. Ms. Geoffroy’s long-term incentive compensation 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). Mr. Grass’s and Ms. Judge’s long-term incentive compensation structure for fiscal year 2024 consisted of a mix of awards based on performance goals and multi-year performance periods (50% of total award) and time-vested RSA incentive awards (50% of total award), excluding Mr. Grass’s one-time sign-on incentive award. For fiscal year 2025, the performance-based compensation for Noel Geoffroy, as our successor CEO, will be approximately 68% of her total target compensation (excluding her one-time promotion time-vested long-term incentive award). Our incentive plan results and realized compensation for fiscal year 2024 reflect Company performance: ▪As measured by our annual incentive plan, our payout under the plan reflects our results relating to the adjusted income and net sales financial metrics for fiscal year 2024. As a result, our NEO’s received annual incentive award payouts based upon performance as a percent of target of 76.3% under our annual incentive plan for fiscal year 2024. ▪Our long-term incentive program provides for Performance RSAs which contain cumulative adjusted diluted EPS and relative total shareholder return metrics that are weighted equally at 50% and measured over a three-year performance period. As measured by our long-term incentive program, the long-term incentive award for the three-year performance period ended February 29, 2024, did not achieve thresholds for both cumulative adjusted diluted EPS and relative total shareholder return. Consequently, we made no payouts to our NEOs under our long-term incentive plan for the three-year performance period ending February 29, 2024. Although we experienced a challenging business environment during fiscal year 2024, the Compensation Committee did not make any in-flight changes to our fiscal year 2024 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.

  41. Compensation Changes and Decisions

    Compensation Changes and Decisions The Compensation Committee approved certain changes to the NEO’s compensation for fiscal year 2024. 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, compensation trends and, in the case of our other NEOs, the recommendations of the CEO. In connection with the appointment of Noel Geoffroy as CEO we entered into an employment agreement with Ms. Geoffroy on April 25, 2023 (the “Geoffroy Employment Agreement”). The appointment and employment agreement were effective March 1, 2024 following Mr. Mininberg’s retirement and departure from the Company. Until his retirement, Mr. Mininberg continued to serve as our CEO, assisted in the transition of his duties to Ms. Geoffroy and continued to receive the same compensation and benefits under the terms of the Mininberg Employment Agreement. Because of the increased responsibilities of Ms. Geoffroy during this transition period, in recognition of her performance during fiscal year 2023 and the need to retain and motivate Ms. Geoffroy as a critical part of the Company’s succession strategy, the Compensation Committee approved certain changes to her fiscal year 2024 compensation as COO. On April 28, 2023, Brian L. Grass began to serve as our interim CFO. He was appointed to serve as CFO effective September 23, 2023. In connection with his appointments as interim CFO and CFO, in addition to the input of FW Cook and the Compensation Peer Group analysis described above, the Compensation Committee considered factors such as competitive marketplace, the nature of the position, expertise and responsibilities in determining his compensation. In connection with his appointment to CFO, the Compensation Committee also considered the performance of Mr. Grass in his role as interim CFO.

  42. Compensation Changes and Decisions

    | Executive Officer | Compensation Changes | | Ms. Geoffroy (Chief Operating Officer and Chief Executive Officer (Successor)) | 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 Annual 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 Restricted Stock Awards (“RSAs”) that will vest equally over a three-year period (25% of total award). | | | For fiscal year 2025, in connection with her assuming the position of CEO on March 1, 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 Annual Bonus Plan with a maximum payout of 200% of target; ▪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); ▪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) with a maximum payout of 200% of target and (2) time-vested RSAs that will vest equally over a three-year period (25% of total award); ▪a one-time promotion long-term incentive award under the 2018 Stock Plan of $500,000 (grant date fair value), consisting of time-vested RSAs that will vest equally over a three-year period; and ▪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. | | Mr. Grass (Chief Financial Officer) | In connection with his appointment as interim CFO effective April 28, 2023 for a term ending September 22, 2023: ▪a base salary for his six month 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 (“RSUs”) that vested at the end of his term. For fiscal year 2024, in connection with his appointment as CFO on September 23, 2023: ▪an annual base salary of $600,000; ▪eligibility to receive an annual performance bonus payable in cash at a target of 85% of his base salary under the Annual Bonus Plan with a maximum payout of 200% of target; ▪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 (50% of total award) with a maximum payout of 200% of target and (2) time-vested RSAs that will vest equally over a three-year period (50% of total award); and ▪the annual performance bonus and long-term incentive award are pro-rated based on the number of days from September 25, 2023 (the first business day after the effective date of his appointment as CFO) through the remainder of the fiscal year. | | Ms. Judge (Chief Legal Officer) | A $21,500 increase to our CLO’s base salary effective March 1, 2023 to $496,500. In addition, our CLO’s target long-term incentive award was increased by $150,000. | | Mr. Osberg (Former CFO) | Mr. Osberg, our former CFO, resigned on April 27, 2023. Prior to his resignation, the Compensation Committee approved a $25,000 increase to his base salary effective March 1, 2023 and certain increases to his target long-term incentive award and target annual cash performance bonus. Under the terms of his Severance Agreement, Mr. Osberg was not entitled to any portion of his fiscal year 2024 annual incentive award and forfeited his long-term incentive award upon his resignation. |

  43. Compensation Changes and Decisions

    While we did not significantly change our compensation principles and objectives for our NEOs for fiscal year 2024 in response to the 2023 “Say-on-Pay” vote, we continue to consider future modifications to our executive compensation program based on evolving practices, developments in and factors affecting our business, talent retention considerations and market compensation data. In response to changes in our executive leadership team, to better align with market practices and improve competitiveness of our long-term incentive program and promote talent retention, the Compensation Committee approved the following changes to our long-term incentive component of our executive compensation program beginning for fiscal year 2024: ▪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); ▪For Ms. Geoffroy, long-term incentive awards under the 2018 Stock Plan (other than the one-time promotion time-vested long-term incentive award described below) consist of awards that are weighted at 75% Performance RSAs and 25% RSAs that are time-vested; 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. The one-time promotion time-vested long-term incentive award to Ms. Geoffroy was granted in March 2024 after the Compensation Committee considered the input from FW Cook, the competitive marketplace, the goal of motivating talent, and her performance and overall compensation compared to the Compensation Peer Group. For more information regarding the one-time promotion time-vested long-term incentive award to Ms. Geoffroy, see “Off-Cycle Awards.”

  44. Elements of Executive Compensation

    | Element | Type | Terms | | Base Salary | Cash | ▪Fixed amount of compensation for performing day-to-day responsibilities. ▪NEOs are generally eligible for annual increases. | | Annual Incentives and Bonuses | Cash | ▪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) | ▪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 or RSUs | ▪Time-vested RSAs vest equally over a three-year period. ▪One-time sign-on incentive award (RSUs) to Mr. Grass that vested on September 22, 2023. | | Other | Perquisites | ▪No excessive perquisites. |

  45. Elements of Executive Compensation

    * Pursuant to the Mininberg Employment Agreement, Mr. Mininberg’s long-term incentive compensation structure consisted solely of awards based on performance goals and multi-year performance periods, and no long-term incentive awards were time-vested. Additionally, the Company’s policy is to provide severance arrangements for its executive officers, including our other NEOs. The Mininberg Employment Agreement, the Geoffroy Employment Agreement and the Severance Agreements with our other NEOs provide certain severance and retirement benefits for our respective NEOs. For additional information regarding the Mininberg Employment Agreement, Geoffroy 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.”

  46. 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 2024. 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 2024, 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.

  47. Compensation Consultant and Other Advisors

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  48. 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 2024 compensation for our NEOs, including setting the compensation of Mr. Grass as CFO, who became an executive officer in fiscal year 2024. 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 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 2024. As a result, the Compensation Peer Group for fiscal year 2024 consisted of the following 14 companies:

  49. 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.(1) Spectrum Brands Holdings, Inc. Tempur Sealy International, Inc. Tupperware Brands Corporation Yeti Holdings, Inc. |

  50. Competitive Pay Position for our NEOs

    (1)Revlon, Inc. ceased to be a publicly traded company upon its emergence from bankruptcy in May 2023 and ceased to be included in the peer group. 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 2024 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 determining target compensation for our other NEOs in fiscal year 2024, including initially setting the compensation of Ms. Geoffroy as CEO and Mr. Grass as CFO, the Compensation Committee considered the input of FW Cook, the 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. The Compensation Committee considers fiscal year 2024 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.

  51. Competitive Pay Position for our NEOs

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  52. Base Salary

    (2)In connection with Ms. Geoffroy’s transition of her role from COO to CEO, the Compensation Committee approved the increase to her base salary based on input from FW Cook, the 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, compensation trends, the increased responsibilities of Ms. Geoffroy in fiscal year 2024 in connection with her transition to CEO, the need to retain and motivate Ms. Geoffroy as a critical part of the Company’s succession strategy, and her performance during fiscal year 2023. (3)Mr. Grass’s base salary was set in connection with his appointment as CFO effective September 23, 2023. Additionally, Mr. Grass received base salary in connection with his appointment as interim CFO of $1,350,000 for the term ended on September 22, 2023. The Compensation Committee set his base salary based on input from FW Cook, the 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, compensation trends, the performance of Mr. Grass in his role as interim CFO, and the recommendations of the CEO. Mr. Grass was not an employee of the Company during fiscal year 2023. (4)The Compensation Committee, upon the recommendation of our CEO, approved the increase to Ms. Judge’s annual base salary to bring her compensation closer to median based on input from FW Cook, data prepared on relative pay within our Compensation Peer Group and her performance. The Compensation Committee also approved a $25,000 increase to the base salary of Matthew Osberg, our former CFO, to align his compensation closer to median. Mr. Osberg resigned effective April 27, 2023 and received unpaid base salary of $9,231 under the terms of his Severance Agreement. The base salaries paid to our NEOs are presented in “Executive Compensation Tables - Summary Compensation Table.” The Compensation Committee believes these annual base salaries reflect the marketplace for executive level talent with the industry experience and expertise of our NEOs.

  53. 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 2024 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 2024, the Compensation Committee did not make any in-flight changes to our fiscal year 2024 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 29, 2024.

  54. 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.

  55. Annual Incentive Awards

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  56. Annual Incentive Awards

    The fiscal year 2024 annual incentive opportunity was based on the achievement of the following measures:

  57. 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 |

  58. Annual Incentive Awards

    (1)The Compensation Committee determined that adjusted income is as reported in the Company’s fiscal year 2024 Annual Report on Form 10-K. For fiscal year 2024, adjusted income was defined as GAAP net income, excluding the after-tax impacts of a charge for uncollectible receivables due to the bankruptcy of Bed, Bath & Beyond, the gain on the sale of distribution and office facilities, 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 2024 budgeted adjusted income and net sales amounts. Target adjusted income and target net sales were set consistent with the Company’s budget for fiscal year 2024. 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 Annual 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 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 Annual Bonus Plan to account for the impact of divestitures and acquisitions. For fiscal year 2024, the Compensation Committee set the threshold, target and maximum adjusted income and net sales values at the following levels:

  59. Annual Incentive Awards

    | Performance Metric | Threshold | Target | Maximum | Weighting | | Adjusted Income | $196.5 million | $231.1 million | $254.2 million | 80% | | Net Sales | $1.762 billion | $2.073 billion | $2.280 billion | 20% |

  60. 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 2024. 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 2024, our CEO was eligible for a cash payout under the Annual 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 2024, as follows:

  61. Annual Incentive Awards

    | Name | Threshold | Target | Maximum | | Ms. Geoffroy | 62.5% | 125% | 250% | | Mr. Grass(1) | 42.5% | 85% | 170% | | Ms. Judge | 30% | 60% | 120% |

  62. Annual Incentive Awards

    (1)The annual performance bonus for Mr. Grass was pro-rated based on the number of days from September 25, 2023 (the first business day after the effective date of his appointment as CFO) through the end of fiscal year 2024. Mr. Grass was not eligible to participate in the annual incentive award during the time he served as interim CFO.

  63. Annual Incentive Awards

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  64. 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 2024, the Company’s adjusted income was $213.5 million, representing 92.4% of the target measure and resulting in a payout percentage relating to that target of 72.4% and the Company’s net sales were $2.01 billion, representing 96.7% of the target measure and resulting in a payout percentage relating to that target of 91.8%.

  65. Annual Incentive Awards

    | Performance Metric | Weighting | | Threshold | Target | Maximum | Performance as % of Target | Payout Percentage | | Adjusted Income | 80% | | $196.5 million | $231.1 million | $254.2 million | | | | | | | | | | 92.4% | 72.4% | | Net Sales | 20% | | $1.762 billion | $2.073 billion | $2.280 billion | | | | | | | | | | 96.7% | 91.8% |

  66. Annual Incentive Awards

    As a result, the Compensation Committee determined the NEOs had earned the following:

  67. Annual Incentive Awards

    | Name | Annual Incentive Paid | Blended Percentage of Target | | Mr. Mininberg | $1,980,866 | 76.3%(1) | | Ms. Geoffroy | $782,442 | 76.3% | | Mr. Grass | $164,632 | 76.3%(2) | | Ms. Judge | $235,586 | 76.3% |

  68. Annual Incentive Awards

    (1)Mr. Mininberg’s annual incentive award is capped at $4,000,000, or 160% of target, pursuant to the Mininberg Employment Agreement. (2)Mr. Grass’s fiscal year 2024 annual incentive award paid represents the pro rata amount earned since September 25, 2023 (the first business day after the effective date of his appointment as CFO). Mr. Grass was not eligible to participate in the annual incentive award during the time he served as interim CFO. In addition, for fiscal year 2024, the Compensation Committee approved an annual incentive award to Matthew Osberg, our former CFO, with a threshold, target and maximum based upon a percentage of his base salary of 42.5%, 85% and 170%, respectively. Mr. Osberg resigned as CFO effective April 27, 2023. Under the terms of his Severance Agreement, Mr. Osberg was not entitled to any portion of his fiscal year 2024 annual incentive award upon his resignation.

  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 2024 LONG-TERM INCENTIVE AWARD

    FISCAL YEAR 2024 LONG-TERM INCENTIVE AWARD In fiscal year 2024, pursuant to the Mininberg 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 Mininberg

  71. FISCAL YEAR 2024 LONG-TERM INCENTIVE AWARD

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  72. FISCAL YEAR 2024 LONG-TERM INCENTIVE AWARD

    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 Mininberg Employment Agreement, no long-term incentive awards of the CEO are time-vested. In fiscal year 2024, our COO’s long-term incentive compensation structure, 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). In fiscal year 2024, Mr. Grass’s and Ms. Judge’s long-term incentive compensation structure consisted of a mix of awards based on performance goals and a multi-year performance period (50% of total award) and time-vested RSA incentive awards (50% of total award), excluding our CFO’s one-time interim sign-on incentive award. The delayed vesting of the time-based equity awards for our other NEOs requires continuous service over multiple years. For fiscal year 2024, the Compensation Committee set our CLO’s, former CFO’s and CFO’s target long-term incentive at $950,000, $1,100,000 and $1,600,000, respectively, 50% of which consisted of awards based on performance goals and multi-year performance periods and 50% of which consisted of time-vested RSAs that vest equally over a three-year period. Mr. Grass’s long-term incentive award was prorated from September 25, 2023 (the first business day after the effective date of September 23, 2023) through the end of fiscal year 2024. For fiscal year 2024, the Compensation Committee set our COO’s target long-term incentive at 1,600,000, 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 equally over a three-year period. In addition, Mr. Grass was granted a one-time sign-on incentive award that totaled $450,000 and consists of time-vested RSUs that vested at the end of his term serving as interim CFO. For more information regarding the sign-on grant to our CFO, see “Off-Cycle Awards.” In furtherance of the above objectives, with respect to fiscal year 2024, our NEOs were eligible to receive a performance-based long-term incentive award for a three-year performance period ending February 28, 2026 (the “Fiscal Year 2024 Long-Term Incentive Grant”), pursuant to the 2018 Stock Plan. The Fiscal Year 2024 Long-Term Incentive Grant was based on the achievement of the following measures:

  73. FISCAL YEAR 2024 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. |

  74. FISCAL YEAR 2024 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 2024. 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.

  75. FISCAL YEAR 2024 LONG-TERM INCENTIVE AWARD

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  76. FISCAL YEAR 2024 LONG-TERM INCENTIVE AWARD

    The threshold, target and maximum awards of the Fiscal Year 2024 Long-Term Incentive Grant are as follows:

  77. FISCAL YEAR 2024 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 | 30,221 | 60,442 | 120,884 | | Ms. Geoffroy | Performance RSA | $1,200,000 | 5,413 | 10,825 | 21,650 | | Mr. Grass (1) | Performance RSA | $345,000 | 1,611 | 3,222 | 6,444 | | Ms. Judge | Performance RSA | $475,000 | 2,143 | 4,285 | 8,570 |

  78. FISCAL YEAR 2024 LONG-TERM INCENTIVE AWARD

    (1)Mr. Grass’s long-term incentive award was prorated from September 25, 2023 (the first business day after the effective date of his appointment as CFO) through the end of fiscal year 2024. Mr. Grass was not eligible to vest in a Performance RSA in connection with the Fiscal Year 2024 Long-Term Incentive Grant during the time he served as interim CFO. The Compensation Committee also approved a Fiscal Year 2024 Long-Term Incentive Grant of $550,000 (based on grant date fair value target) to Matthew Osberg, our former CFO in the form of a Performance RSA. Mr. Osberg resigned as CFO effective April 27, 2023. Under the terms of his Severance Agreement, Mr. Osberg forfeited his Fiscal Year 2024 Long-Term Incentive Grant on the effective date of his resignation.

  79. VESTING OF FISCAL YEAR 2022 LONG-TERM INCENTIVE AWARD

    VESTING OF FISCAL YEAR 2022 LONG-TERM INCENTIVE AWARD In fiscal year 2022, our then NEOs 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 29, 2024 (the “Fiscal Year 2022 Long-Term Incentive Grant”) with the following targets:

  80. VESTING OF FISCAL YEAR 2022 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 | 12,026 | 24,051 | 48,102 | | Mr. Grass | Performance RSA | $1,147,500 | 2,654 | 5,307 | 10,614 |

  81. VESTING OF FISCAL YEAR 2022 LONG-TERM INCENTIVE AWARD

    Pursuant to the terms of the Fiscal Year 2022 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 2022 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 2022 Long-Term Incentive Grant as described above, the Fiscal Year 2022 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 2022 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 2022 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 2022; however, Revlon, Inc. was not included since it was no longer a publicly traded company following its emergence from bankruptcy in May 2023. In April 2024, the Compensation Committee certified the level of attainment of established performance goals for the Fiscal Year 2022 Long-Term Incentive Grant. For the three fiscal years ending February 29, 2024, our cumulative adjusted diluted EPS, excluding the Personal Care business, and our relative total shareholder return over the performance period did not achieve the threshold measure, resulting in no payout for the Fiscal Year 2022 Long-Term Incentive Grant.

  82. VESTING OF FISCAL YEAR 2022 LONG-TERM INCENTIVE AWARD

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  83. Off-Cycle Awards

    Off-Cycle Awards Off-cycle awards may generally be granted for one or more of the following reasons: ▪as an inducement to an incoming executive to join us (occasionally replacing compensation the executive will lose by leaving the prior employer) or to recognize a promotion or increased job responsibilities; ▪to provide a pro rata equity award to an incoming or promoted executive who joins us or is promoted during an ongoing performance period in which the executive is ineligible to participate under the standard 2018 Stock Plan provisions; and ▪to recognize outsized performance or contributions to special projects that drive the Company’s success, to acknowledge role expansion, to recognize service milestones or to address retention concerns or other extraordinary matters that may arise. Any off-cycle awards to executives must be approved by the Compensation Committee or the Board. In connection with Mr. Grass’s appointment as interim CFO, the Compensation Committee granted Mr. Grass a one-time award of RSUs with a grant date value of $450,000. The Compensation Committee elected to grant these awards 100% in time-based RSUs to vest at the end of his term serving as interim CFO, September 22, 2023. During the time Mr. Grass served as interim CFO, he was not eligible to participate in the annual incentive award or vest in a Performance RSA in connection with the Fiscal Year 2024 Long-Term Incentive. Mr. Grass’s award is reflected in the “Summary Compensation Table” and “Grants of Plan-Based Awards in Fiscal Year 2024” table below. Mr. Grass did not receive any other cash or equity sign-on or inducement award. In connection with Ms. Geoffroy’s promotion to CEO, in fiscal year 2025, the Compensation Committee granted Ms. Geoffroy a one-time promotion long-term incentive award with a grant date value of $500,000, consisting of time-vested RSAs that will vest equally over a three-year period. For further information concerning this off-cycle award, see “Executive Summary – Compensation Changes and Decisions.”

  84. 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 Mininberg Employment Agreement, Geoffroy 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 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 Mininberg Employment Agreement and the Geoffroy Employment Agreement limit the potential severance payable to our CEO over the term of those employment agreements for the termination events. For further information, see “Executive Compensation Tables - Potential Payments Upon Termination or Change of Control.” Retirement benefit provisions are included in the Mininberg Employment Agreement, Geoffroy 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.

  85. Compensation Risks

    Compensation Risks The Company has reviewed and assessed its compensation policies and practices to determine whether they are reasonably likely to have a material adverse effect on the Company. The Company’s management reviews compensation policies for the presence of certain elements that could encourage associates to take unnecessary or excessive risks; the ratios and level of incentive to fixed compensation, annual to long-term compensation and cash to equity compensation; and the comparison of compensation expense to earnings of the Company. Management’s assessment of the Company’s compensation policies is reviewed by the Compensation Committee as part of its risk oversight function. The Company believes that its compensation programs for associates and executive officers are appropriately tailored to encourage associates to grow our business, but not to encourage them to do so in a way that poses unnecessary or excessive material risk. In particular, the Company’s compensation programs are designed to provide the following: elements that reward short-term and long-term performance; incentive compensation that rewards individual and Company performance; incentive or equity compensation awards that vest based on performance and/or over time; and compensation with fixed and variable components, so that executive officers and key associates have both competitive remuneration to encourage retention and opportunities to earn more by successfully executing the Company’s business strategy. Overall, the Compensation Committee does not believe that the compensation policies and practices give rise to risks that are reasonably likely to have a material adverse effect on the Company. In reaching this conclusion, the Compensation Committee noted that: ▪Our compensation program is designed to provide a balanced mix of base salary, annual cash incentive compensation and long-term equity incentives, which provides the incentive to perform at high levels and maximize Company performance without focusing exclusively on compensation performance metrics to the detriment of other important business metrics; ▪Our Annual 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 Annual 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.

  86. 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 2024:

  87. Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Julien R. Mininberg, CEO | 2024 | 1,250,000 | 6,700,000(4) | 1,980,866 | 75,556 | 10,006,422 | | | 2023 | 1,250,000 | 6,700,000 | — | 15,812 | 7,965,812 | | | 2022 | 1,150,000 | 5,207,000 | 3,380,381 | 8,796 | 9,746,177 | | Noel M. Geoffroy, COO (6) | 2024 | 800,000 | 1,600,000(5) | 782,442 | 17,925 | 3,200,367 | | | 2023 | 442,308 | 1,816,000 | — | 3,501 | 2,261,809 | | Brian L. Grass, CFO (6) | 2024 | 1,603,846 | 1,140,000(7) | 164,632 | 1,858 | 2,910,336 | | | 2023 | — | — | — | — | — | | | 2022 | 388,864 | 1,537,000 | 433,972 | 43,730 | 2,403,566 | | Tessa N. Judge, CLO (6) | 2024 | 496,500 | 950,000(8) | 235,586 | 9,621 | 1,691,707 | | | 2023 | 475,000 | 800,000 | — | 8,475 | 1,283,475 | | Matthew J. Osberg, Former CFO | 2024 | 96,923(9) | 1,100,000(10) | — | 21,238 | 1,218,161 | | | 2023 | 575,000 | 800,000 | — | 191,102 | 1,566,102 | | | 2022 | 406,191 | 257,000 | 369,215 | 14,266 | 1,046,672 |

  88. 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 2024 under the 2018 Stock Plan in the form of Performance RSAs to Messrs. Mininberg, Grass and Osberg and Mses. Geoffroy and Judge. Additionally, time-vested RSAs were granted to Ms. Geoffroy, Mr. Grass, 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 2024,” “Outstanding Equity Awards at Fiscal Year-End 2024,” “Equity Compensation Plan Information,” and in Notes 1 and 8 to the consolidated financial statements accompanying the Company’s Annual Report on Form 10-K for fiscal year 2024. (2)The fiscal year 2024 amounts in this column illustrate the annual cash incentives under the Annual Bonus Plan that were earned in fiscal year 2024. These amounts were accrued in the Company’s financial statements in fiscal year 2024, but were paid to Messrs. Mininberg and Grass and Mses. Geoffroy and Judge after fiscal year end 2024, when the Compensation Committee certified that the related performance goals had been achieved. Under the terms of his Severance Agreement, Mr. Osberg was not entitled to any portion of his fiscal year 2024 annual incentive award upon his resignation on April 27, 2023. For further information regarding these awards, see “Grants of Plan Based Awards in Fiscal Year 2024. ” (3)For fiscal year 2024, the following table presents the amounts included in “All Other Compensation”:

  89. Summary Compensation Table

    | Name | 401(k) Plan ($) | Group Life Insurance ($) | Unused Vacation ($) | Other ($) | Total ($) | | Mr. Mininberg | 23,142 | 4,336 | 48,078 | — | 75,556 | | Ms. Geoffroy | 14,769 | 2,006 | — | 1,150(A) | 17,925 | | Mr. Grass | — | 1,858 | — | — | 1,858 | | Ms. Judge | 7,599 | 872 | — | 1,150(A) | 9,621 | | Mr. Osberg | 5,554 | 291 | 15,393 | — | 21,238 |

  90. Summary Compensation Table

    (A) Includes payments earned by Mses. Geoffroy and Judge as a health benefit incentive. (4)Includes 60,442 shares subject to Performance RSAs (or $6,700,000), which represents the target award, calculated using a price per share of $110.85, the closing market price of the Common Stock on March 1, 2023, 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 120,884 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)Includes 3,608 shares subject to time-vested RSAs (or $400,000), which vest equally on March 1, 2024, March 1, 2025, and March 1, 2026, and 10,825 shares subject to Performance RSAs (or $1,200,000), which represents the target award, calculated using a price per share of $110.85, the closing market price of the Common Stock on March 1, 2023, 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 21,650 shares subject to Performance RSAs (or $2,400,000). This represents the aggregate grant date fair value of the awards, calculated in accordance with FASB ASC Topic 718.

  91. Summary Compensation Table

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  92. Summary Compensation Table

    (6)Ms. Geoffroy was appointed COO and joined the Company on May 9, 2022. Mr. Grass, previously served as the Company’s CFO from 2014 until his retirement November 1, 2021. Mr. Grass rejoined the Company in March 2023 to serve as interim CFO effective April 28, 2023 and was appointed to serve as CFO effective September 23, 2023. The information for Mr. Grass for fiscal year 2024 represents all reportable compensation from March 2023 through the end of fiscal year 2024, including while serving as interim CFO. Ms. Judge was appointed CLO on March 1, 2022. (7)Includes 3,221 shares subject to time-vested RSAs (or $345,000), which vest equally on October 5, 2024, October 5, 2025, and October 5, 2026, and 3,222 shares subject to Performance RSAs (or $345,000), which represents the target award, calculated using a price per share of $107.20, the closing market price of the Common Stock on October 5, 2023, 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 6,444 shares subject to Performance RSAs (or $690,000). Also, includes 4,876 shares subject to time-vested RSUs (or $450,000) granted as a one-time sign-on incentive award in connection with his appointment as interim CFO effective April 28, 2023, which vested at the end of the interim term on September 22, 2023 and was calculated using a price per share of $92.27, the closing market price of the Common Stock on March 21, 2023, the date of the grant. This represents the aggregate grant date fair value of the awards, calculated in accordance with FASB ASC Topic 718. (8)Includes 4,285 shares subject to time-vested RSAs (or $475,000), which vest equally on March 1, 2024, March 1, 2025, and March 1, 2026 and 4,285 shares subject to Performance RSAs (or $475,000), which represents the target award, calculated using a price per share of $110.85, the closing market price of the Common Stock on March 1, 2023, 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 8,570 shares subject to Performance RSAs (or $950,000). This represents the aggregate grant date fair value of the awards, calculated in accordance with FASB ASC Topic 718. (9)This amount reflects the base salary earned by Mr. Osberg through April 27, 2023, the effective date of his resignation. (10)Under the terms of his severance, Mr. Osberg forfeited his long-term incentive awards granted in fiscal year 2024 upon his resignation on April 27, 2023. See “Resignation of Mr. Osberg.”

  93. Grants of Plan-Based Awards in Fiscal Year 2024

    Grants of Plan-Based Awards in Fiscal Year 2024 For fiscal year 2024, the following plan-based compensation was awarded to our NEOs:

  94. Grants of Plan-Based Awards in Fiscal Year 2024

    | Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards; Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock Awards(3) ($) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Julien R. Mininberg, CEO | | | | | | | | | | | Annual Incentive Award | | 1,250,000 | 2,500,000 | 4,000,000 | | | | | | | Performance RSAs | 3/1/2023 | | | | 30,221 | 60,442 | 120,884 | | 6,700,000 | | Noel M. Geoffroy, COO | | | | | | | | | | | Annual Incentive Award | | 500,000 | 1,000,000 | 2,000,000 | | | | | | | Performance RSAs | 3/1/2023 | | | | 5,413 | 10,825 | 21,650 | | 1,200,000 | | Time-Vested RSAs | 3/1/2023 | | | | | | | 3,608(4) | 400,000 | | Brian L. Grass, CFO | | | | | | | | | | | Annual Incentive Award (5) | | 107,885 | 215,769 | 431,538 | | | | | | | Performance RSAs | 10/5/2023 | | | | 1,611 | 3,222 | 6,444 | (6) | 345,000 | | Time-vested RSAs | 10/5/2023 | | | | | | | 3,221(6)(7) | 345,000 | | Time-Vested RSUs | 3/21/2023 | | | | | | | 4,876(8) | 450,000 | | Tessa N. Judge, CLO | | | | | | | | | | | Annual Incentive Award | | 148,950 | 297,900 | 595,800 | | | | | | | Performance RSAs | 3/1/2023 | | | | 2,143 | 4,285 | 8,570 | | 475,000 | | Time-Vested RSAs | 3/1/2023 | | | | | | | 4,285(4) | 475,000 | | Matthew J. Osberg, former CFO | | | | | | | | | | | Annual Incentive Award | | 255,000 | 510,000 | 1,020,000 | | | | | | | Performance RSAs | 3/1/2023 | | | | 2,481 | 4,961 | 9,922 | | 550,000 | | Time-Vested RSAs | 3/1/2023 | | | | | | | 4,961(4) | 550,000 |

  95. Grants of Plan-Based Awards in Fiscal Year 2024

    (1)Under the Annual 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 2024 were 76.3% of the target amount for Messrs. Mininberg and Grass, and Mses. Geoffroy and Judge. Under the terms of his Severance Agreement, Mr. Osberg was not entitled to any portion of his fiscal year 2024 annual incentive award upon his resignation on April 27, 2023. (2)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.” Under the terms of his Severance Agreement, Mr. Osberg was not entitled to any portion of his fiscal year 2024 long-term equity incentive awards upon his resignation on April 27, 2023. (3)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 and RSUs were granted under the 2018 Stock Plan. (4)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, March 1, 2025 and March 1, 2026. Mr. Osberg time-vested RSAs were forfeited in connection with his resignation on April 27, 2023 in accordance with his Severance Agreement. (5)The amounts shown reflect Mr. Grass’s annual incentive award at a target of $510,000, prorated from September 25, 2023 (the first business day after the effective date of his appointment as CFO, September 23, 2023), through the end of fiscal year 2024. (6)The amounts shown reflect Mr. Grass’s annual long-term incentive award at a target of $1,600,000 prorated from September 25, 2023 (the first business day after the effective date of his appointment as CFO, September 23, 2023), through the end of fiscal year 2024. (7)The amounts shown reflect the number of time-vested RSAs granted to Mr. Grass, which vest equally on October 5, 2024, October 5, 2025, and October 5, 2026. (8)The amount shown reflects the number of time-vested RSUs granted to Mr. Grass as a one-time sign-on incentive award in connection with his appointment as interim CFO effective April 28, 2023, which vested on September 22, 2023.

  96. Grants of Plan-Based Awards in Fiscal Year 2024

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  97. Outstanding Equity Awards at Fiscal Year-End 2024

    Outstanding Equity Awards at Fiscal Year-End 2024 The following table sets forth certain information with respect to outstanding equity awards for our NEOs as of February 29, 2024:

  98. Outstanding Equity Awards at Fiscal Year-End 2024

    | | 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 | 32,825(2) | 4,103,125 | | | 60,442(3) | 7,555,250 | | | 10(4) | 1,250 | | Noel M. Geoffroy, COO | 3,691(2) | 461,375 | | | 10,825(3) | 1,353,125 | | | 1,292(5) | 161,500 | | | 1,230(6) | 153,750 | | | 3,608(7) | 451,000 | | Brian L. Grass, CFO | 3,222(3) | 402,750 | | | 197(8) | 24,625 | | | 3,221(9) | 402,625 | | Tessa N. Judge, CLO | 2,940(2) | 367,500 | | | 4,285(3) | 535,625 | | | 237(8) | 29,625 | | | 979(6) | 122,375 | | | 4,285(7) | 535,625 | | | 10(4) | 1,250 |

  99. Outstanding Equity Awards at Fiscal Year-End 2024

    (1)Calculated using a price per share of $125.00, the closing market price of the Common Stock as reported by NASDAQ on February 29, 2024, the end of the Company’s last completed fiscal year. (2)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. (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 28, 2026. 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 time-vested RSAs granted to Mr. Mininberg and Ms. Judge as part of the recognition bonus granted generally to associates, which vest on May 19, 2024. (5)These shares represent remaining unvested 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 vest on May 9, 2024. (6)These shares represent time-vested RSAs granted to Ms. Geoffroy and Ms. Judge, which vest 50% on March 1, 2024 and 50% on March 1, 2025. (7)These shares represent time-vested RSAs granted to Ms. Geoffroy and Ms. Judge, which vest equally on March 1, 2024, March 1, 2025, and March 1, 2026. (8)These shares represent remaining unvested time-vested RSAs granted to Ms. Judge and Mr. Grass, which vest on March 1, 2024. (9)These shares represent time-vested RSAs granted to Mr. Grass, which vest equally on October 5, 2024, October 5, 2025, and October 5, 2026.

  100. Outstanding Equity Awards at Fiscal Year-End 2024

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  101. Option Exercises and Stock Vested During Fiscal Year 2024

    Option Exercises and Stock Vested During Fiscal Year 2024 There were no exercises of stock options for our NEOs during fiscal year 2024. The following table provides information on all vesting of stock awards for our NEOs during fiscal year 2024:

  102. Option Exercises and Stock Vested During Fiscal Year 2024

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Julien R. Mininberg, CEO | 30,550 | 2,966,711 | | Noel M. Geoffroy, COO | 2,583 | 244,326 | | Brian L. Grass, CFO | 12,537 | 1,322,206 | | Tessa N. Judge, CLO | 2,045 | 205,364 | | Matthew J. Osberg, former CFO | 1,173 | 118,464 |

  103. 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 Mr. Mininberg under the terms of the Mininberg 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. For fiscal year 2024, the Severance Agreement previously entered into by the Company and Ms. Geoffroy governed her compensation that would be paid in the event of such termination and/or change of control. Effective March 1, 2024, the Geoffroy Employment Agreement replaced her Severance Agreement. The amounts shown in the table below assume that such a termination of employment and/or change of control occurred on February 29, 2024. 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 29, 2024 ($125.00). 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, and Ms. Judge, would have been entitled to receive any earned and unpaid annual incentive compensation as of February 29, 2024. 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 Mininberg 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 29, 2024, our CEO and CFO were eligible to receive retirement benefits under the Employment Agreement and Severance Agreement, respectively. As of February 29, 2024, our other NEOs, except for Mr. Grass, 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 was entitled to the retirement benefits presented below as a result of his retirement on February 29, 2024, and Mr. Grass and Mses. Geoffroy and Judge would have been entitled to receive the following if each had been terminated as of February 29, 2024:

  104. CEO Pay Ratio for Fiscal Year 2024

    CEO Pay Ratio for Fiscal Year 2024

  105. 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 2024, as shown in the Summary Compensation Table above, was $10,006,422. The median employee’s annual total compensation in fiscal year 2024 (other than our CEO) was $72,735, 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 2024 to the median annual total compensation of all of our employees (other than our CEO) in fiscal year 2024 was 137.6, 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.

  106. 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.

  107. 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) | | | | 2024 | 10,006,422 | 11,524,531 | 2,255,143 | 2,119,573 | 76 | 103 | 168,594,000 | 213,470,000 | | 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 |

  108. Pay versus Performance

    (1)The Company’s principal executive officer for fiscal year 2021 through fiscal year 2024 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:

  109. Pay versus Performance

    | | Fiscal Year | | | | | Compensation Element | 2024 | 2023 | 2022 | 2021 | | SCT Reported Total Compensation(A) | $10,006,422 | $7,965,812 | $9,746,177 | $9,420,012 | | Minus Aggregate SCT Reported Equity Compensation(B) | (6,700,000) | (6,700,000) | (5,207,000) | (5,200,000) | | Plus Year-End Fair Value of Awards Granted During the Covered FY & Outstanding(C) | 9,370,323 | 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) | (676,245) | (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) | (475,969) | (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 | $11,524,531 | ($5,703,304) | $12,841,678 | $21,821,918 |

  110. 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 2024. For further information regarding the assumptions and methodologies used in determining the grant date fair values, see Notes 1 and 8 to the consolidated financial statements accompanying the Company’s Annual Report on Form 10-K for fiscal year 2024. (3)The Company's other NEOs (1) for fiscal year 2024, were Noel Geoffroy, Brian Grass, Tessa Judge and Matthew Osberg; (2) for fiscal year 2023 were Noel Geoffroy, Tessa Judge and Matthew Osberg; (3) for fiscal year 2022, were Matthew Osberg and Brian Grass and (4) for fiscal year 2021, was Brian 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:

  111. Pay versus Performance

    | 72 | Helen of Troy |

  112. Pay versus Performance

    | | Fiscal Year | | | | | Compensation Element | 2024 | 2023 | 2022 | 2021 | | SCT Reported Total Compensation(A) | $2,255,143 | $1,703,795 | $1,725,119 | $3,043,699 | | Minus Aggregate SCT Reported Equity Compensation(B) | (1,197,500) | (1,138,667) | (897,000) | (1,580,000) | | Plus Year-End Fair Value of Awards Granted During the Covered FY & Outstanding(C) | 1,057,800 | 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) | (28,499) | (271,009) | (64,675) | 2,053,158 | | Plus Vesting Date Fair Value of Awards Granted & Vested During the Covered FY(C) | 141,404 | — | — | 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) | (48,205) | (6,069) | 53,362 | 268 | | Minus Prior FY End Value of Awards Determined to Fail to Meet Vesting Conditions During Covered FY(C) | (60,570) | — | — | — | | Plus Value of Dividends or Other Earnings Paid on Stock Awards Not Otherwise Included(C) | — | — | — | — | | Compensation Actually Paid | $2,119,573 | $663,458 | $1,637,221 | $5,814,933 |

  113. 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 2024. For further information regarding the assumptions and methodologies used in determining the grant date fair values, see Notes 1 and 8 to the consolidated financial statements accompanying the Company’s Annual Report on Form 10-K for fiscal year 2024. (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 2024. (7)For the PvP analysis, adjusted income aligns with the adjusted income values for our incentive awards. Adjusted income is calculated as net income excluding the after-tax impact of acquisition-related expenses, a charge for uncollectible receivables due to the bankruptcy of Bed, Bath & Beyond, asset impairment charges, Environmental Protection Agency compliance costs, gain on insurance recoveries, gain on sale of distribution and office facilities, restructuring charges, tax reform, amortization of intangible assets, and non-cash share-based compensation, as applicable. Adjusted income is subject to adjustment in the event the Company completes an acquisition of any stock or assets. Accordingly, the financial results from the acquisition of Osprey were excluded from adjusted income in fiscal year 2022.