Helen of Troy : 2024 Proxy Statement Definitive (FY24 Proxy 2024 06 21 Final Filed)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant þ

Filed by a Party other than the Registrant o

Check the appropriate box:

• Preliminary Proxy Statement
• Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))þ Definitive Proxy Statement
• Definitive Additional Materials
• Soliciting Material under §240.14a-12

HELEN OF TROY LIMITED

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

• No fee required

• Fee paid previously with preliminary materials.
• Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

WHY
HELEN OF TROY
Asset and employee light model	Diversified portfolio of
	leading brands
Strong cash flow	Sustainable tax advantage
Low capex needs	Integrated operating company
Disciplined capital allocation	Proven ability to grow while
	expanding margin
Proven M&A track record	History of thorough and
	transparent disclosure
Outstanding people	Shareholder friendly
and winning culture	approach and focus

MESSAGE FROM OUR CHIEF

EXECUTIVE OFFICER

Dear Shareholders:

It is my pleasure to invite you to the 2024 Annual General Meeting of Shareholders (the "Annual Meeting") of Helen of Troy Limited (the "Company") and inform you that the Annual Meeting will be conducted online on Wednesday, August 21, 2024, starting at 11:00 a.m. Eastern Daylight Time. The Annual Meeting will be held in a virtual-only meeting format via live webcast at www.virtualshareholdermeeting.com/HELE2024. You will not be able to attend the Annual Meeting in person. Please review the instructions for virtual attendance included in the "Attending and Participating in the Virtual Annual Meeting" section of the accompanying Proxy Statement.

Shareholders will be able to listen, vote, and submit questions from their home or any remote location with Internet connectivity. You will need to provide your 16-digit control number that is on your Notice of Internet Availability of Proxy Materials ("Notice of Internet Availability") or on your proxy card if you receive materials by mail. Details regarding how to attend the Annual Meeting online, how to vote and the business to be conducted at the Annual Meeting are more fully described in the accompanying Notice of Annual General Meeting of Shareholders and Proxy Statement.

We continue to encourage you to help us reduce printing and mailing costs and conserve natural resources by submitting your proxy with voting instructions via the Internet. It is convenient and saves us significant postage and processing costs. You may also submit your proxy via telephone or by mail if you received paper copies of the proxy materials. Instructions regarding all three methods of voting are included in the Notice of Internet Availability, the proxy card and the Proxy Statement.

At our Annual Meeting, we will vote on proposals (1) to elect the nine nominees to our Board of Directors (individually referred to as "Directors" and, collectively, the "Board"),

1. to provide advisory approval of the Company's executive compensation and (3) to appoint Grant Thornton LLP as the Company's auditor and independent registered public accounting firm for the 2025 fiscal year and to authorize the Audit Committee of the Board to set the auditor's remuneration, and transact such other business as may properly come before the Annual Meeting. The accompanying Notice of Annual General Meeting of Shareholders and Proxy Statement contains information that you should consider when you vote your shares. For your convenience, you can appoint your proxy via touch-tone telephone or the Internet at:

1-800-690-6903 or WWW.PROXYVOTE.COM

It is important that you vote your shares whether or not you plan to virtually attend the Annual Meeting. If you do not plan on attending the Annual Meeting, we urge each shareholder to promptly sign and return the enclosed proxy card or appoint your proxy by telephone or online so that your shares will be represented and voted at the Annual Meeting. If you plan to attend the Annual Meeting virtually, you may also vote online at that time. On behalf of the management team and the Board of the Company, we would like to extend a thank you to our associates for their outstanding efforts to support the Company this year and to you our shareholders for your continued support and confidence.

Sincerely,

Noel M. Geoffroy

Chief Executive Officer

2024 Proxy Statement 3

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

Helen of Troy Limited

Clarendon House

2 Church Street

Hamilton, Bermuda

DATE AND TIME	LOCATION	WHO CAN VOTE
August 21, 2024 at 11:00	Online only at	The record date for determining shareholders
a.m., Eastern Daylight Time	www.virtualshareholderme	entitled to receive notice of and to vote at the
	eting.com/HELE2024	Annual Meeting is June 18, 2024
Items of Business		Board Recommendation

Proposal 1: To elect the nine nominees to our Board of Directors	ü FOR each Director
nominee
Proposal 2: To provide advisory approval of the Company's	ü FOR
executive compensation
Proposal 3: To appoint Grant Thornton LLP as the Company's auditor and
independent registered public accounting firm for the 2025 fiscal year and	ü FOR
to authorize the Audit Committee of the Board of Directors to set the
auditor's remuneration

We will also transact such other business as may properly come before the Annual Meeting or any adjournment thereof.

Advance Voting Methods

TELEPHONE

1-800-690-6903

INTERNET www.proxyvote.com

E-Proxy

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON AUGUST 21, 2024.

In accordance with Securities and Exchange Commission ("SEC") rules, we are furnishing proxy materials to our shareholders on the Internet, rather than by mail. We believe this e-proxy process expedites our shareholders' receipt of proxy materials, lowers our costs and reduces the environmental impact of our Annual Meeting. The Notice, Proxy Statement and the Company's 2024 Annual Report to Shareholders and any other related proxy materials are available on our hosted website at www.proxyvote.com. For additional information, please refer to the section "Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting" in the Proxy Statement. The Notice of Internet Availability of Proxy Materials and, for shareholders who previously requested electronic or paper delivery, the proxy materials, are to be distributed to shareholders on or about July 10, 2024.

By Order of the Board of Directors,

Tessa N. Judge

Chief Legal Officer

July 10, 2024

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

• Helen of Troy

TABLE OF CONTENTS

Page

• MESSAGE FROM OUR CHIEF EXECUTIVE OFFICER

• NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

• ABOUT HELEN OF TROY
• Strategy

• CEO Succession Plan and Leadership Change
• Performance Highlights

• PROXY VOTING ROADMAP

• Our Director Nominees to the Board of Directors

1. Corporate Governance Highlights
2. Executive Compensation Features

1. Executive Compensation Program Aligned With Shareholders
2. INFORMATION ABOUT SOLICITATION AND VOTING

1. Solicitation of Proxies
2. Voting Securities and Record Date

1. Quorum; Voting
2. Attending and Participating in the Virtual Annual Meeting
3. CORPORATE GOVERNANCE AND BOARD MATTERS

1. Proposal 1: Election of Directors
2. Nominees for the Election of Directors

1. Corporate Governance

1. Director Compensation

1. EXECUTIVE COMPENSATION

1. Proposal 2: Advisory Approval of the Company's Executive Compensation
2. Compensation Discussion & Analysis

1. Compensation Committee Report
2. Executive Compensation Tables

1. Summary Compensation Table
2. Mininberg Employment Agreement
3. Geoffroy Employment Agreement

1. Grants of Plan-Based Awards in Fiscal Year 2024
2. Outstanding Equity Awards at Fiscal Year-End 2024
3. Option Exercises and Stock Vested During Fiscal Year 2024

61 Equity Compensation Plan Information

64 Potential Payments Upon Termination or Change of Control

1. CEO Pay Ratio for Fiscal Year 2024
2. Pay versus Performance

75 AUDIT COMMITTEE MATTERS

75 Proposal 3: Appointment of Auditor and Independent Registered Public Accounting Firm for the 2025 Fiscal Year and Authorization of the Audit Committee of the Board of Directors to Set the Auditor's Remuneration

1. Composition

1. Responsibilities
2. Audit and Other Fees Paid to our Independent Registered Public Accounting Firm
3. Audit Committee Report
4. OWNERSHIP OF OUR STOCK

1. Security Ownership of Certain Beneficial Owners and Management
2. Delinquent Section 16(a) Reports
3. ADDITIONAL INFORMATION

80 Certain Relationships - Related Person Transactions

1. Shareholder Proposals
2. Other Matters

81 Householding Materials

1. Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting
2. How to Obtain our Annual Report, Proxy Statement and Other Information about the Company

85 ANNEX-A - NON-GAAP AND OTHER FINANCIAL MEASURES

1. Reconciliation of GAAP Diluted Earnings Per Share ("EPS") to Adjusted Diluted EPS (Non-GAAP)
2. Reconciliation of GAAP Operating Income and Margin to Adjusted Operating Income and Margin (Non-GAAP)
3. Reconciliation of GAAP Net Income to EBITDA and Adjusted EBITDA (Non-GAAP)

INDEX OF KEY GOVERNANCE AND

RELATED INFORMATION

1. Board Committees and Meetings

1. Board Independence

1. CEO Pay Ratio for Fiscal Year 2024

1. Competitive Pay Position for our NEOs

32 Director Stock Ownership and Compensation Guidelines

53 Prohibition on Pledging and Hedging and Restrictions on Other Transactions Involving Common Stock

30 Shareholder Communications to the Board of Directors

53 Stock Ownership Guidelines of our NEOs

2024 Proxy Statement 5

ABOUT HELEN OF TROY

We provide the below highlights of certain financial information. As this is only a summary, please refer to the complete Proxy Statement, 2024 Annual Report to Shareholders and related materials before you vote.

Helen of Troy Limited (NASDAQ: HELE) is a leading global consumer products company offering creative products and solutions for our customers through a diversified portfolio of well-recognized and widely- trusted brands. We go to market under a number of brands, some of which are licensed. Our portfolio of brands include OXO®, Hydro Flask®, Osprey®, Vicks®, Braun®, Honeywell®, PUR®, Hot Tools®, Drybar®, Curlsmith® and Revlon®, among others.

We have built leading market positions through new product innovation, product quality and competitive pricing. We operate in two business segments: Home & Outdoor and Beauty & Wellness.

Strategy

Fiscal 2024 concluded Phase II of our Transformation Strategy, which produced net sales and organic net sales growth and gross profit margin expansion. We expanded our Leadership Brands and international footprint with the acquisitions of Drybar, Osprey and Curlsmith. We strategically and effectively deployed capital to construct our new distribution facility in Gallaway, Tennessee, repurchased shares of our common stock, and repaid amounts outstanding under our long-term debt agreement. We began publishing an annual ESG Report, which summarizes our ESG strategy and performance, providing further transparency into our ESG efforts. During Phase II, we also initiated a global restructuring plan referred to as "Project Pegasus", which included the creation of a North America Regional Market Organization responsible for sales and go-to market strategies for all categories and channels in the U.S. and Canada, and further centralization of certain functions under shared services. With fiscal year 2024 marking the conclusion of Phase II, we have delivered compound annual growth rates for net sales revenue of 5.1%, diluted Earnings Per Share ("EPS") of 1.2% and adjusted diluted EPS of 2.0%.

Fiscal 2025 begins our Elevate for Growth Strategy, which provides our strategic roadmap through fiscal 2030. The long- term objectives of Elevate for Growth include continued organic sales growth, further margin expansion, and accretive capital deployment through strategic acquisitions, share repurchases and capital structure management. The Elevate for Growth Strategy includes an enhanced portfolio management strategy to invest in our brands and grow internationally based upon defined criteria with an emphasis on brand building, new product introductions and expanded distribution.

We are continuing to execute our initiatives under Project Pegasus, which we expect to generate incremental fuel to invest in our brand portfolio and new capabilities. We intend to further leverage our operational scale and assets, including our new state-of-the-art distribution center, improved go-to- market structure with our North America RMO, and our expanded shared service capabilities. We also plan to complete the U.S. geographic consolidation of our Beauty & Wellness businesses, create a centralized marketing organization that embraces next-level data analytics and consumer insight capabilities, and further integrate our supply chain and finance functions within our shared services. Additionally, we are committed to fostering a winning culture and continuing our ESG efforts to support our Elevate for Growth Strategy.

• Helen of Troy

ABOUT HELEN OF TROY

CEO Succession Plan and Leadership Change

Julien R. Mininberg retired as Chief Executive Officer (the "CEO") on February 29, 2024, upon the expiration of the term of his Amended and Restated Employment Agreement with the Company, which became effective March 1, 2021 (the "Mininberg Employment Agreement"). Consistent with the Company's succession plan, in April 2023, the Company announced the appointment of Noel Geoffroy, the Company's Chief Operating Officer ("COO"), to serve as the Company's new CEO, effective March 1, 2024. The appointment of Ms. Geoffroy as CEO was unanimously approved by the Board of Directors of the Company. Until his retirement, Mr. Mininberg continued to serve in his role with the Company and assisted with the transition of the CEO role. As contemplated by, and pursuant to the terms of, the Mininberg Employment Agreement, he ceased to serve as a Director effective upon his retirement as CEO.

Performance Highlights

The following summarizes our performance highlights for Phase II of our Transformation Strategy which began in fiscal year 2020 and concluded with the year ended February 29, 2024 ("fiscal year 2024" or "FY24"):

Net sales revenue compound annual growth rate of 5.1% over the past five fiscal years

Operating income compound annual growth rate of 5.5% over the past five fiscal years

Adjusted operating income compound annual growth rate of 4.7% over the past five fiscal years

Diluted EPS from continuing operations compound annual growth rate of 1.2% over the past five fiscal years

Adjusted diluted EPS from continuing operations compound annual growth rate of 2.0% over the past five fiscal years

Adjusted EBITDA (as defined below) compound annual growth rate of 5.7% over the past five fiscal years

Adjusted operating income, adjusted diluted EPS and adjusted EBITDA (earnings before interest, taxes, depreciation and amortization) from continuing operations may be considered non-GAAP financial measures as set forth in SEC rules. See "Annex A - Non-GAAP Measures" for a reconciliation of non-GAAP financial measures to our results as reported under GAAP and an explanation of the reasons why the Company believes the non-GAAP financial information is useful and the nature and limitations of the non- GAAP financial measures. On December 20, 2017, we completed the divestiture of the Nutritional Supplements segment through the sale of Healthy Directions LLC and its subsidiaries to Direct Digital, LLC. Following the sale, we no longer consolidate our former Nutritional Supplements segment's operating results. All results presented above are from continuing operations, which exclude the operating results from the former Nutritional Supplements segment for all periods presented. Fiscal year 2020 includes approximately five weeks of operating results from Drybar Products LLC, acquired on January 23, 2020 and a full year of operating results in each subsequent fiscal year. Fiscal year 2022 includes approximately nine weeks of operating results from Osprey Packs, Inc. ("Osprey"), acquired on December 29, 2021 and a full year of operating results in each subsequent fiscal year. Fiscal year 2023 includes approximately forty-five weeks of operating results from Curlsmith, acquired on April 22, 2022 and a full year of operating results in fiscal year 2024.

2024 Proxy Statement 7

PROXY VOTING ROADMAP

We provide the below highlights of certain information in this Proxy Statement. All references in this

Proxy Statement to "fiscal year" or "FY" refer to our fiscal year ending on the last day in February of that year. As this is only a summary, please refer to the complete Proxy Statement and related materials before

you vote.

VOTING MATTERS:	Voting
Proposal	Recommendation
of the Board
	ü FOR each nominee
Elect the nine nominees to our Board of Directors
Provide advisory approval of the Company's executive compensation	ü FOR
Appoint Grant Thornton LLP as the Company's auditor and independent
registered public accounting firm for the 2025 fiscal year and to authorize	ü FOR
the Audit Committee of the Board of Directors to set the
auditor's remuneration

• Helen of Troy

PROXY VOTING ROADMAP

Our Director Nominees to the Board of Directors

						Board Committee
				Director	Independent		Membership
Director Primary Occupation		Age	Since	Director	A	C	N	G
Noel M. Geoffroy
Chief Executive Officer		53	2024
Helen of Troy Limited
Timothy F. Meeker Chairman				ü
President & Principal		77	2004			n
Meeker & Associates
Krista L. Berry					ü
Retired, Chief Revenue Officer		59	2017	n		n	n
Everlane Inc.
Vincent D. Carson					ü
Retired, Chief Legal Officer and Secretary	64	2018		n	n
Helen of Troy Limited
Thurman K. Case					ü
Retired, Chief Financial Officer		67	2017	n, E			n
Cirrus Logic, Inc.
Tabata L. Gomez					ü
Chief Marketing Officer		43	2022				n
McCormick & Company, Inc.
Elena B. Otero					ü
Retired, Chief Marketing Officer - International	59	2022		n
The Clorox Company
Beryl B. Raff					ü
Retired, Chairman & CEO		73	2014	n
Helzberg Diamond Shops, Inc.
Darren G. Woody					ü
President & CEO			64	2004		n	n	n
Jordan Foster Construction, LLC
A Audit C Compensation	N Nominating	G Corporate Governance
E Audit Committee Financial Expert	n Chair	n Member

2024 Proxy Statement 9