Helen of Troy Limited DEF 14A Definitive proxy

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

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HELEN OF TROY LIMITED

(Name of Registrant as Specified in its Charter)

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

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WHY HELEN OF TROY

		Proven ability to acquire and integrate


	Powerful global brands; many market leaders	Global shared services infrastructure


	Accelerating innovation and market share	Upgraded and elevated management talent


	Outstanding cash flow and financial flexibility	Transformational strategy and culture

MESSAGE FROM OUR
CHIEF EXECUTIVE OFFICER


						Dear Shareholders: It is my pleasure to invite you to the 2021 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 25, 2021, starting at 11:00 a.m. Mountain Daylight Time. Due to the ongoing public health impact of the coronavirus outbreak (“COVID-19”), and to support the health and well-being of our directors, associates and shareholders, the Annual Meeting will be held in a virtual-only meeting format via live webcast at www.virtualshareholdermeeting. com/HELE2021. 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 General 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 eight nominees to our Board of Directors (individually referred to as "Directors" and, collectively, the “Board”), (2) to provide advisory approval of the Company’s executive compensation, and (3) to appoint Grant Thornton LLP as the Company’s auditor and independent registered public accounting firm for the 2022 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 during this challenging year and to you our shareholders for your continued support and confidence. Sincerely, Julien R. Mininberg Chief Executive Officer


2021 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 25, 2021 at 11:00 a.m., Mountain Daylight Time

Online only at www. virtualshareholdermeeting. com/HELE2021

The record date for determining shareholders entitled to receive notice of and to vote at the Annual Meeting is June 23, 2021


Items of Business						Board Recommendation
Proposal 1: To elect the eight nominees to our Board of Directors						FOR each Director nominee
Proposal 2: To provide advisory approval of the Company’s executive compensation						FOR
Proposal 3: To appoint Grant Thornton LLP as the Company’s auditor and independent registered public accounting firm for the 2022 fiscal year and to authorize the Audit Committee of the Board of Directors to set the auditor’s remuneration						FOR

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


Advance Voting Methods						E-Proxy IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON AUGUST 25, 2021. 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 2021 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. By Order of the Board of Directors, Tessa Judge General Counsel and Secretary July 14, 2021
TELEPHONE 1-800-690-6903

INTERNET www.proxyvote.com



			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.


4			Helen of Troy

TABLE OF CONTENTS


Page
3	MESSAGE FROM OUR CHIEF EXECUTIVE OFFICER
4	NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
6	ABOUT HELEN OF TROY
6		Transformation Strategy
7		Performance Highlights
9	PROXY VOTING ROADMAP
9		Our Director Nominees to the Board of Directors
10		Corporate Governance Highlights
11		Executive Compensation Features
12	INFORMATION ABOUT SOLICITATION AND VOTING
12		Solicitation of Proxies
13		Voting Securities and Record Date
13		Quorum; Voting
14		Attending and Participating in The Virtual Annual Meeting
15	CORPORATE GOVERNANCE AND BOARD MATTERS
15		Proposal 1: Election of Directors
16		Nominees for the Election of Directors
22		Corporate Governance
29		Director Compensation
31	EXECUTIVE COMPENSATION
31		Proposal 2: Advisory Approval of the Company’s Executive Compensation
32		Compensation Discussion & Analysis
51		Compensation Committee Report
52		Executive Compensation Tables
52		Summary Compensation Table
52		Employment Agreement with our CEO
54		Grants of Plan-Based Awards in Fiscal Year 2021
55		Outstanding Equity Awards at Fiscal Year-End 2021
56		Option Exercises and Stock Vested During Fiscal Year 2021
56		Equity Compensation Plan Information
60		Potential Payments Upon Termination or Change of Control
66		CEO Pay Ratio for Fiscal Year 2021
67	AUDIT COMMITTEE MATTERS
67		Proposal 3: Appointment of Auditor and Independent Registered Public Accounting Firm for the 2022 Fiscal Year and Authorization of the Audit Committee of the Board of Directors to Set the Auditor’s Remuneration


67		Composition
67		Responsibilities
68		Audit and Other Fees Paid to our Independent Registered Public Accounting Firm
69		Audit Committee Report
70	OWNERSHIP OF OUR STOCK
70		Security Ownership of Certain Beneficial Owners and Management
71		Section 16(a) Beneficial Ownership Reporting Compliance
72	ADDITIONAL INFORMATION
72		Certain Relationships - Related Person Transactions
72		Shareholder Proposals
73		Other Matters
73		Householding Materials
73		Important Notice Regarding The Availability of Proxy Materials for The Shareholder Meeting
74		How to Obtain Our Annual Report, Proxy Statement and Other Information about The Company
77	ANNEX-A - Non-GAAP and Other Financial Measures
77		Reconciliation of GAAP Diluted Earnings Per Share (“EPS ”) to Adjusted Diluted EPS (Non-GAAP)
78		Reconciliation of GAAP Operating Income to Adjusted Operating Income (Non-GAAP)
78		Reconciliation of GAAP Net Cash Provided by Operating Activities to Free Cash Flow (Non-GAAP) and Free Cash Flow Per Diluted Share (Non-GAAP)
79		Leadership Brand and Other Net Sales Revenue


	INDEX OF KEY GOVERNANCE AND RELATED INFORMATION
25		Board Committees and Meetings
23		Board Independence
66		CEO Pay Ratio for Fiscal Year 2021
37		Competitive Pay Position for our NEOs
30		Director Stock Ownership and Compensation Guidelines

49		Prohibition on Pledging and Hedging and Restrictions on Other Transactions Involving Common Stock
28		Shareholder Communications to the Board of Directors
49		Stock Ownership Guidelines of our NEOs


2021 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, 2021 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 Leadership Brands are brands which have number-one or number-two positions in their respective categories and include OXO®, Hydro Flask®, Vicks®, Braun®, Honeywell®, PUR®, Hot Tools® and Drybar®. We have built leading market positions through new product innovation, product quality and competitive pricing. We operate in three business segments: Housewares, Health & Home and Beauty.

Transformation Strategy


Fiscal year 2020 began Phase II of our Transformation, which is designed to drive the next five years of progress. The long-term objectives of Phase II include improved organic sales growth, continued margin expansion, and strategic and effective capital deployment. Phase II includes continued investment in our Leadership Brands, with a focus on growing them through consumer-centric innovation, expanding them more aggressively outside the United States, and adding new brands through acquisition. We are building further shared service capability and operating efficiency, as well as focusing on attracting, retaining, unifying and training the best people. Additionally, we are enhancing and consolidating our Environmental, Social and Governance (“ESG”) efforts and accelerating programs related to diversity, equity, and inclusion (“DE&I”) to support our Phase II Transformation. Fiscal year 2021 was another very successful year for the Company. We surpassed the $2 billion sales milestone, further expanded operating margin, grew earnings per share (“EPS”), and delivered growth in cash provided by operating activities (“operating cash flow”). Now, two years into Phase II, we have delivered compound annual growth rates (“CAGRs”) for revenue of 15.8%, EPS of 23.4%, and adjusted diluted EPS of 20.2%.


6			Helen of Troy

ABOUT HELEN OF TROY

Performance Highlights

The following summarizes our performance highlights for the year ended February 28, 2021 (“fiscal year 2021”):

Cumulative total shareholder returns of 141% and 127% over the past three and five fiscal years, respectively

Net sales revenue compound annual growth rates of 12.4% and 8.7% over the past three and five fiscal years, respectively

Leadership Brand net sales compound annual growth rates of 14.3% and 12.9% over the past three and five fiscal years, respectively

Operating income compound annual growth rates of 18.5% and 19.3% over the past three and five fiscal years, respectively

Adjusted operating income compound annual growth rates of 14.3% and 11.5% over the past three and five fiscal years, respectively

Diluted earnings per share from continuing operations compound annual growth rates of 28.7% and 25.6% over the past three and five fiscal years, respectively

Adjusted diluted EPS from continuing operations compound annual growth rates of 17.2% and 15.1% over the past three and five fiscal years, respectively

Operating cash flow compound annual growth rates of 12.8% and 13.0% over the past three and five fiscal years, respectively

Free cash flow per diluted share compound annual growth rates of 4.4% and 9.9% over the past three and five fiscal years, respectively

Shareholder Returns


THREE-YEAR CUMULATIVE RETURN BASE YEAR = 2018


FIVE-YEAR CUMULATIVE RETURN BASE YEAR = 2016


2021 Proxy Statement			7

ABOUT HELEN OF TROY

Adjusted operating income, adjusted diluted earnings per share, free cash flow, and free cash flow per diluted share from continuing operations may be considered non-GAAP financial measures as set forth in SEC Regulation G, Rule 100. 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 2020 includes approximately five weeks of operating results from the acquisition of Drybar Products LLC, acquired on January 23, 2020 and fiscal 2021 includes a full year of operating results.


8			Helen of Troy

PROXY VOTING ROADMAP

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



VOTING MATTERS:			Voting Recommendation of the Board
Proposal

Elect the eight nominees to our Board of Directors			FOR each nominee
Provide advisory approval of the Company’s executive compensation			FOR
Appoint Grant Thornton LLP as the Company’s auditor and independent registered public accounting firm for the 2022 fiscal year and to authorize the Audit Committee of the Board of Directors to set the auditor’s remuneration			FOR

Our Director Nominees to the Board of Directors

Director

Since

Independent

Director

Board Committee

Membership

Director Primary Occupation

Age

Julien R. Mininberg

Chief Executive Officer

Helen of Troy Limited

2014

Timothy F. Meeker Chairman

President & Principal

Meeker & Associates

2004

Gary B. Abromovitz Deputy Chairman

Retired, Attorney

1990

Krista L. Berry

Retired, Chief Revenue Officer

Everlane Inc.

2017

Vincent D. Carson

Retired, Chief Legal Officer and Secretary

Helen of Troy Limited

2018

Thurman K. Case

Chief Financial Officer

Cirrus Logic, Inc.

2017

n, E

Beryl B. Raff

Chairman & CEO

Helzberg Diamond Shops, Inc.

2014

Darren G. Woody

President & CEO

Jordan Foster Construction, LLC

2004

A Audit

C Compensation

N Nominating

G Corporate Governance

E Audit Committee Financial Expert

Chair

Member


2021 Proxy Statement			9

PROXY VOTING ROADMAP

Board Snapshot


BOARD INDEPENDENCE			BOARD DIVERSITY

Key Qualifications and Areas of Expertise

7/8

Industry / Product

Knowledge

6/8

Financial / Accounting

4/8

Mergers / Acquisitions

5/8

Multinational

Operations

2/8

Information Technology /

Digital

8/8

Corporate Strategy /

Governance

4/8

Sales / Marketing

Corporate Governance Highlights

We are committed to a corporate governance approach that ensures mutually beneficial results for the Company and its shareholders. In pursuit of this approach, we have implemented the following policies:

▪We maintain separate roles for Chairman and Chief Executive Officer (the “CEO”).

▪We require majority voting for all Directors.

▪We require annual election for all Directors.

▪Our Nominating Committee’s policy is to review Director qualifications and skill sets on an annual basis to maintain a balance between refreshed and seasoned Directors with knowledge of the Company’s business.

▪We maintain stock retention guidelines for both our Directors and executive officers, further aligning them with our shareholders.

▪We require independent Directors to meet in executive session without management present at every regular Board meeting and throughout the year as needed.

▪The Board of Directors periodically evaluates the rotation of committee chairs.


10			Helen of Troy

PROXY VOTING ROADMAP

Executive Compensation Features

Overall, our executive compensation program emphasizes performance- and equity-based compensation to align it with shareholder interests and includes other practices that we believe serve shareholder interests such as paying for performance and maintaining policies relating to claw backs of incentive awards and prohibitions on hedging or pledging Company stock.

Important features of our executive compensation program include the following:


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. Approximately 88% of target CEO pay and 62% of target Chief Financial Officer (“CFO”) pay in fiscal year 2021 was at risk based on performance of the Company.


2021 Proxy Statement			11

INFORMATION ABOUT SOLICITATION AND VOTING

Solicitation of Proxies

The accompanying proxy is solicited by the Board of Directors of Helen of Troy Limited (the “Company”) for use at its Annual General Meeting of Shareholders to be held virtually on Wednesday, August 25, 2021, promptly at 11:00 a.m., Mountain Daylight Time, and at any adjournment thereof (the “Annual Meeting”), for the purposes set forth in the accompanying Notice of Annual General Meeting of Shareholders. Due to the ongoing public health impact of the coronavirus outbreak (“COVID-19”), and to support the health and well-being of our Directors, associates and shareholders, the Annual Meeting will be held in a virtual-only meeting format via live webcast at:

www.virtualshareholdermeeting.com/HELE2021

You will not be able to attend the Annual Meeting in person. If you plan to attend the Annual Meeting virtually, please review the instructions for attendance included in the “Attending and Participating in the Virtual Annual Meeting” section of this Proxy Statement. A proxy may be revoked by filing a written notice of revocation or an executed proxy bearing a later date with the Secretary of our Company any time before exercise of the proxy or by attending the Annual Meeting and voting online. 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 14, 2021.

If you complete and submit your proxy, the persons named as proxies will vote the shares represented by your proxy in accordance with your instructions. If you submit a proxy card but do not fill out the voting instructions on the proxy card, the persons named as proxies will vote the shares represented by your proxy as follows:

▪FOR electing the eight nominees to the Board of Directors, as set forth in Proposal 1.

▪FOR the advisory approval of the Company’s executive compensation, as set forth in Proposal 2.

▪FOR the appointment of Grant Thornton LLP as the Company’s auditor and independent registered public accounting firm for the 2022 fiscal year and to authorize the Audit Committee of the Board of Directors to set the auditor’s remuneration, as set forth in Proposal 3.

In addition, if other matters are properly presented for voting at the Annual Meeting or any adjournment thereof, the persons named as proxies will vote on such matters in accordance with their judgment. We have not received notice of other matters that may properly be presented for voting at the Annual Meeting. Your vote is important. If you do not vote your shares, you will not have a say in the important issues to be voted upon at the Annual Meeting. To pass, each proposal included in this year’s Proxy Statement requires an affirmative vote of a majority of the votes cast on such proposal at the Annual Meeting. To ensure that your vote is recorded promptly, please submit your proxy as soon as possible, even if you plan to attend the Annual Meeting virtually.

The Annual Report to Shareholders for fiscal year 2021, including financial statements, is available on our hosted website at www.proxyvote.com. It does not form any part of the material provided for the solicitation of proxies. The financial statements for the 2021 fiscal year and the auditor’s report thereon will be laid before the shareholders at the Annual Meeting.

The cost of solicitation of proxies will be borne by the Company. In addition to solicitation by mail, officers and associates of the Company may solicit the return of proxies by telephone, facsimile, electronic mail, personal interview, and other methods of communication.

We will request brokerage houses and other nominees, fiduciaries and custodians to forward soliciting materials to beneficial owners of the Company’s common shares, par value $0.10 per share (the “Common Stock”), for which we will, upon request, reimburse the forwarding expense.


12			Helen of Troy

INFORMATION ABOUT SOLICITATION AND VOTING

Voting Securities and Record Date

The close of business on June 23, 2021, is the record date for determination of shareholders entitled to notice of, and to vote at, the Annual Meeting. As of June 23, 2021, there were 24,098,651 shares of Common Stock issued and outstanding, each entitled to one vote per share.

Quorum; Voting

Shareholders may hold their shares either as a “shareholder of record” or as a “street name” holder. If your shares are registered directly in your name with our transfer agent, you are considered the shareholder of record with respect to those shares and this Proxy Statement is being provided directly to you by the Company. If your shares are held in a brokerage account or by another nominee, you are considered to be the beneficial owner of shares held in “street name,” and these proxy materials, together with a voting instruction card, are being forwarded to you by your broker, trustee or other nominee. As the beneficial owner of the shares, you have the right to direct your broker, trustee or other nominee how to vote.

The presence of two or more persons and representing throughout the Annual Meeting, virtually or by proxy, at least a majority of the issued shares of Common Stock entitled to vote is necessary to constitute a quorum at the Annual Meeting. Virtual attendance at the Annual Meeting constitutes presence for purposes of a quorum.

Abstentions and broker non-votes are also counted for purposes of determining whether a quorum is present. “Broker non-votes” occur when shares held in street name by a broker or nominee are represented at the Annual Meeting, but such broker or nominee is not empowered to vote those shares on a particular proposal because the broker has not received voting instructions from the beneficial owner.

Under the rules that govern brokers who are voting with respect to shares held by them in street name, if the broker has not been furnished with voting instructions by its client at least ten days before the Annual Meeting, those brokers have the discretion to vote such shares on routine matters, but not on non-routine matters. Routine matters include the appointment of the auditor and related matters, submitted to the shareholders in Proposal 3. Non-routine matters include the election of Directors submitted to shareholders in Proposal 1 and the advisory approval of the Company’s executive compensation submitted to shareholders in Proposal 2. As a result, with regard to Proposals 1 and 2, brokers have no discretion to vote shares where no voting instructions are received, and no vote will be cast if you do not vote on those proposals. We therefore urge you to vote on ALL of the proposals.

If a quorum is present, for Proposal 1, each nominee for Director receiving a majority of the votes cast (the number of shares voted “for” a Director nominee must exceed the number of votes cast “against” that nominee) at the Annual Meeting in person or by proxy shall be elected. For Proposal 3, the resolution in Proposal 3 will pass with the affirmative vote of the majority of the votes cast at the Annual Meeting in person or by proxy. For Proposal 2, the advisory vote on executive compensation is non-binding. Although the vote is non-binding, the Compensation Committee and the Board of Directors will review and carefully consider the outcome of the advisory vote to approve the Company’s executive compensation and those opinions when making future decisions regarding executive compensation programs. Notwithstanding the advisory nature of the vote, the resolution in Proposal 2 will be considered passed with the affirmative vote of a majority of the votes cast at the Annual Meeting in person or by proxy. Abstentions and broker non-votes are not counted in determining the total number of votes cast and will have no effect with respect to any of the proposals because abstentions and broker non-votes are not considered to be votes cast under the applicable laws of Bermuda.

If within half an hour from the time appointed for the Annual Meeting to begin a quorum is not present in person or by proxy, the Annual Meeting shall stand adjourned to the same day one week later, at the same time and place or to such other day, time or place the Board of Directors may determine, provided that at least two persons are present in person at such adjourned meeting and representing throughout such meeting, in person or by proxy, at least a majority of the issued shares of Common Stock entitled to vote. At any such adjourned meeting at which a quorum is present or represented, any business may be transacted that might have been transacted at the Annual Meeting as originally called.


2021 Proxy Statement			13

INFORMATION ABOUT SOLICITATION AND VOTING

Attending and Participating in The Virtual Annual Meeting

This year’s Annual Meeting will be accessible only through the Internet so our shareholders can participate from any geographic location with Internet connectivity. We are conducting a virtual Annual Meeting via an online webcast, due to the ongoing public health impact of the COVID-19 outbreak, and to support the health and well-being of our Directors, associates and shareholders. You will not be able to attend this meeting in person. We have worked to offer the same participation opportunities as were provided at the in-person portion of our past meetings, while providing an online experience available to all shareholders regardless of their location.

You are entitled to virtually attend and participate in the Annual Meeting only if you were a shareholder or joint shareholder as of the close of business on June 23, 2021, the record date. All shareholders who want to attend the virtual Annual Meeting must use their issued control number to access the site.

To virtually attend and participate in the Annual Meeting, including to vote and to view the list of registered shareholders as of the record date, you must access the Annual Meeting website at www.virtualshareholdermeeting.com/HELE2021 and enter the 16-digit control number found on the Notice of Internet Availability of Proxy Materials or on the proxy card or voting instruction card provided to you with this Proxy Statement, or that is set forth within the body of the email sent to you with the link to this Proxy Statement. We encourage you to access the Annual Meeting prior to the start time. Please allow ample time for online check-in, which will begin at 10:45 Mountain Daylight Time. If you have difficulty accessing the Annual Meeting during the check-in or meeting time, please call the technical support number that will be posted on the virtual shareholder meeting log in page. We will have technicians available to assist you.

Regardless of whether you plan to virtually attend and participate in the Annual Meeting, it is important that your shares be represented and voted at the Annual Meeting. Accordingly, we encourage you to log on to www.proxyvote.com and vote in advance of the Annual Meeting.

We welcome questions from shareholders. If you wish to submit a question, you may do so in two ways. You may ask questions before the Annual Meeting by logging into www.proxyvote.com and entering your 16-digit control number. Alternatively, if you want to submit a question during the Annual Meeting, log into the virtual meeting platform at www.virtualshareholdermeeting.com/HELE2021 following the instructions noted above.

Questions pertinent to Annual Meeting matters will be answered during the meeting, subject to time constraints. Questions not complying with our Annual Meeting rules of conduct will not be answered. Any questions pertinent to Annual Meeting matters that cannot be answered during the meeting due to time constraints will be posted online and answered at www.helenoftroy.com and will remain available for at least one year after the date of the Annual Meeting. Additional information regarding the rules and procedures for participating in the Annual Meeting will be set forth in our Annual Meeting rules of conduct, which shareholders can view during the meeting at the virtual meeting website or during the ten days prior to the Annual Meeting at www.proxyvote.com. Shareholders can also access copies of this Proxy Statement and our Annual Report to Shareholders for the 2021 fiscal year during the Annual Meeting at the virtual meeting website.


14			Helen of Troy

CORPORATE GOVERNANCE AND BOARD MATTERS

Proposal 1: Election of Directors

The bye-laws of the Company state the number of our Directors shall be established by the Board of Directors from time to time but shall not be less than two. The Board of Directors has fixed the number of Directors at eight members, and based on the recommendation of the Nominating Committee, the Board of Directors has nominated the eight candidates set forth below for election to the Board of Directors.

Each nominee has consented to serve as a Director if elected. Two of the eight candidates are not considered independent Directors as defined in the applicable listing standards for companies traded on the NASDAQ Stock Market LLC (“NASDAQ”). Those two candidates are Julien R. Mininberg, the Company’s CEO, and Vincent D. Carson, the Company’s former Chief Legal Officer and Secretary. Mr. Carson retired from his positions as Chief Legal Officer and Secretary effective as of August 22, 2018. We expect Mr. Carson will be considered an independent Director as of the date of the Annual Meeting. The Board of Directors has determined that the remaining six candidates, Gary B. Abromovitz, Krista L. Berry, Thurman K. Case, Timothy F. Meeker, Beryl B. Raff and Darren G. Woody are considered independent Directors. Therefore, the majority of persons nominated to serve on our Board of Directors are independent as so defined. Each Director elected shall serve as a Director until the next annual general meeting of shareholders or until his or her successor is elected or appointed.

Vote Required for Approval and Recommendation

The receipt of a majority of the votes cast (the number of shares voted “for” a Director nominee exceeding the number of votes cast “against” that nominee) at the Annual Meeting is required to elect each of the eight nominees for Director. In the event that any of the Company’s nominees are unable to serve, proxies will be voted for the substitute nominee or nominees designated by our Board of Directors, or will be voted for fewer than eight nominees, as the Board may deem advisable in its discretion.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE “FOR” EACH OF THE EIGHT NOMINEES SET FORTH BELOW.


2021 Proxy Statement			15

CORPORATE GOVERNANCE AND BOARD MATTERS

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:



			JULIEN R. MININBERG

			CEO and Director Since: 2014

			Committees: None Age: 56



Biographical Information Prior to his appointment as CEO, Mr. Mininberg had served as the CEO of Kaz Inc. (“Kaz”), a wholly-owned subsidiary of the Company since December 2010. Kaz comprises the Health & Home segment of the Company, which is the Company’s largest and most global business segment. Mr. Mininberg joined Kaz in 2006, serving as Chief Marketing Officer and was appointed President in September 2007, where he served until he was appointed our CEO in September 2010. Before joining Kaz, Mr. Mininberg worked 15 years at The Procter & Gamble Company (“P&G”), where he spent an equal amount of time in the U.S. and Latin America, serving in a variety of marketing and general management capacities. In the U.S., he worked in brand management, serving as Brand Manager in P&G’s Health Care Division. He was promoted to Marketing Director in 1997 and transferred to Latin America, where he served in the Fabric & Home Care division before being promoted to Country Manager for P&G’s Home Care business in Latin America. In 2003, he became Country Manager for Central America overseeing all P&G business in that region. Mr. Mininberg earned his bachelor’s degree and a Master of Business Administration from Yale University. He currently serves on the Board of Advisors for Yale School of Management and serves as Past President of its global Alumni Association Board of Directors. Key Qualifications and Areas of Expertise Mr. Mininberg brings a 30-year track record of building market-leading multinational brands and organizations, a strategic mindset, operational expertise, and seasoned leadership skills. As our CEO, Mr. Mininberg provides essential oversight of the business and organization, and a link between management and the Board of Directors. He plays a key role in communication with shareholders and leading the Company’s acquisition activities. Additionally, he provides crucial insight to the Board on the Company’s strategic planning and operations.


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			TIMOTHY F. MEEKER

			Director Since: 2004 Chairman Since: 2014

			Committees: Nominating (Chair), Compensation Age: 74



Biographical Information Since 2002, Mr. Meeker has served as President & Principal at Meeker and Associates, a privately-held management consulting firm. Mr. Meeker served as Senior Vice President, Sales & Customer Development for Bristol-Myers Squibb, a consumer products and pharmaceutical company, from 1996 through 2002. From 1989 to 1996, Mr. Meeker served as Vice President of Sales for Bristol-Myers’ Clairol Division. Key Qualifications and Areas of Expertise Mr. Meeker has over forty years of experience in the consumer products industry resulting in extensive general management experience with responsibilities for sales, distribution, finance, human resources, customer service and facilities. In addition, he has a valued perspective on operational matters that is an asset to the Board of Directors. Mr. Meeker has served as a chairman of the National Association of Chain Drug Stores advisory committee, which allows him to bring an extensive understanding of retail mass market sales and marketing to our Board of Directors.



			GARY B. ABROMOVITZ

			Director Since: 1990

			Committees: Audit, Nominating, Compensation and Corporate Governance Age: 78



Biographical Information Mr. Abromovitz is Deputy Chairman of the Board and during his tenure has served as Chair of the Compensation, Nominating, Corporate Governance, and Audit Committees. He currently serves as a member of each of those Committees and chairs the executive sessions of the independent Directors. Mr. Abromovitz is a retired attorney and has acted as a consultant to several law firms in business related matters. He also has been active for more than thirty years in various real estate development and acquisition transactions. Key Qualifications and Areas of Expertise Mr. Abromovitz provides the Board with a significant leadership role as Deputy Chairman and an in-depth knowledge of the history and operations of the Company providing the Board with a unique historical perspective and focus on the long-term interests of the Company. He has strong regulatory knowledge with a deep understanding of corporate governance and compensation guidelines, as well as experience managing board affairs. Further, Mr. Abromovitz’s background and skill sets as an attorney and his practical business experience provides a necessary and valuable complement to the skills of other board members.


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CORPORATE GOVERNANCE AND BOARD MATTERS



			KRISTA L. BERRY

			Director Since: 2017

			Committees: Audit and Corporate Governance (Chair) Age: 56



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. She also serves as director on the Lac Courte Oreilles Foundation, Inc. Previously, Ms. Berry served on the Board of Directors of BazaarVoice from 2017-2019. Key Qualifications and Areas of Expertise Ms. Berry brings retail and direct to consumer leadership experience in global brands and startups to the Board of Directors, with twenty years of digital experience, as well as critical knowledge surrounding consumer insights, digital data, social media and product merchandising.



			VINCENT D. CARSON

			Director Since: 2018

			Committees: None Age: 61



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 30, 2014, he served as Senior Vice President, General Counsel, and Secretary of the Company. Prior to joining the Company, Mr. Carson had a 16-year legal career in private practice in El Paso, Texas. Key Qualifications and Areas of Expertise As a result of his prior service as the Company’s Chief Legal Officer and Secretary, Mr. Carson brings his unique knowledge of the Company and our industry to the Board of Directors. This experience and knowledge of the Company’s structure, the consumer products industry and Federal, state, local and foreign jurisdictions’ bring great value and benefit to our Board of Directors and the Company.


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			THURMAN K. CASE

			Director Since: 2017

			Committees: Audit (Chair) and Corporate Governance Age: 64



Biographical Information Mr. Case has been the Chief Financial Officer of Cirrus Logic, Inc., a leader in high performance, low-power integrated circuits for audio and voice signal processing applications, since 2007. Prior to being appointed to his current position, 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 received a Bachelor of Economics degree and a Master of Business Administration from New Mexico State University. Key Qualifications and Areas of Expertise Mr. Case brings broad experience in business strategy, operations, accounting, information technology, 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.


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CORPORATE GOVERNANCE AND BOARD MATTERS



			BERYL B. RAFF

			Director Since: 2014

			Committees: Audit Age: 70



Biographical Information Since April 2009, Ms. Raff has served as Chairman and Chief Executive Officer at Helzberg Diamond Shops Inc., a jewelry retailer and a wholly owned subsidiary of Berkshire Hathaway Inc. 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. 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 Chairman 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 serves on the Advisory Board of Jewelers Circular Keystone, a trade publication and industry authority. Ms. Raff has previously served as a Director of the NACD Heartland Chapter, a non-profit organization dedicated to excellence in board leadership. From 2001 through February 2011, Ms. Raff served on the Board of Directors, the Corporate Governance Committee and the Compensation Committee (which she chaired from 2008 to 2011) of Jo-Ann Stores, Inc., a national specialty retailer of craft, sewing and decorating products. Ms. Raff graduated from Boston University with a Bachelor of Business Administration degree and from Drexel University with a Master of Business Administration. Key Qualifications and Areas of Expertise Ms. Raff is well known throughout the retail industry and brings to the Board of Directors her experience and perspective as an outstanding merchant and multi-store retail executive. The Board benefits from Ms. Raff’s extensive knowledge of the retail industry and her valuable insight on how the Company can best serve its retail partners. Ms. Raff’s current and previous service on other boards, including public companies, also provides important perspectives on key corporate governance matters.


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			DARREN G. WOODY

			Director Since: 2004

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



Biographical Information Mr. Woody is President and Chief Executive Officer of Jordan Foster Construction, LLC, a construction firm with offices in Austin, Dallas, El Paso, Houston, and San Antonio, Texas and field operations throughout the United States. The firm specializes in military, commercial, multi-family, and highway construction. He has served in this capacity since August of 2000. Previously, Mr. Woody was a partner in the law firm of Krafsur, Gordon, Mott, Davis and Woody P.C., where he specialized in real estate, business acquisitions and complex financing arrangements. Key Qualifications and Areas of Expertise Mr. Woody brings a multi-disciplined perspective to our Board of Directors given his executive leadership and legal experience. This background enables him to provide valuable input with regard to many of the Company’s legal matters, significant transactional negotiations and the management of challenging complex projects.

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



BOARD INDEPENDENCE			BOARD DIVERSITY

The table below summarizes the key qualifications and areas of expertise that our Nominating Committee and Board of Directors considered in nominating these Directors:

Mininberg

Meeker

Abromovitz

Berry

Carson

Case

Raff

Woody

Industry / Product
Knowledge

Multinational
Operations

Sales / Marketing

Financial / Accounting

Information Technology /
Digital

Mergers / Acquisitions

Corporate Strategy /
Governance


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CORPORATE GOVERNANCE AND BOARD MATTERS

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 “Corporate Governance” heading of the Investor Relations page of our website at the following address: www.helenoftroy.com.

Our Company believes that it is in compliance with the corporate governance requirements of the NASDAQ listing standards. The principal elements of these governance requirements as implemented by our Company are:

▪affirmative determination by the Board of Directors that a majority of the Directors are independent;

▪regularly scheduled executive sessions of independent Directors; and

▪Audit Committee, Nominating Committee, Governance Committee and Compensation Committee comprised of independent Directors and having the purposes, responsibilities and authority as described below under the separate committee headings and set forth in their respective charters.

Board Composition and Structure

Identifying Nominees for Election to the Board

The Nominating Committee’s current process for identifying and evaluating nominees for Director positions consists of general periodic evaluations of the size and composition of the Board of Directors, applicable listing standards and laws, and other appropriate factors with a goal of maintaining continuity of appropriate industry expertise, business experience, leadership skills and knowledge of our Company. The Nominating Committee looks for a number of personal attributes in selecting candidates as specified in our Corporate Governance Guidelines including:

▪sound reputation and ethical conduct;

▪business and professional activities that are complementary to those of the Company;

▪the availability of time and a willingness to carry out their duties and responsibilities effectively;

▪an active awareness of changes in the social, political and economic landscape;

▪an absence of any conflicts of interest;

▪a level of health that allows for attendance and active contribution to most Board and committee meetings;

▪limited service on other boards; and

▪a commitment to contribute to our overall performance, placing it above personal interests.

As specified in our Corporate Governance Guidelines, the Nominating Committee makes efforts to maintain members on the Board who have substantial and direct experience in areas of importance to the Company. Our Nominating Committee charter provides that the Nominating Committee will seek to include candidates who reflect diverse backgrounds, qualifications and personal characteristics, including gender, race, ethnicity and age. The Nominating Committee considers all attributes, business diversity, professional qualifications, and experience of all candidates it believes will benefit the Company and increase shareholder value. The Nominating Committee does not assign specific weights to particular criteria, and no particular criterion is necessarily applicable to all prospective nominees. In previous years, the Company increased the overall diversity of the Board, specifically with regards to gender representation, and will continue to take the appropriate steps to increase overall Board diversity in the future.


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Shareholder Recommendation of Board Candidates

The Nominating Committee will consider candidates recommended by shareholders. A shareholder desiring to nominate a candidate for election to the Board at the Annual Meeting must provide timely written notice in proper form to the Secretary of the Company, at Clarendon House, 2 Church Street, Hamilton, Bermuda in accordance with our bye-laws. To be in proper form, the notice of a Director nomination should be accompanied by supporting materials required by our bye-laws, including, among other things, written consent of the proposed candidate to serve as a Director if nominated and elected, information about the proposed nominee for Director, information about the shareholder submitting the nomination, and information about any other shareholders or beneficial owners known to support the nomination. The Nominating Committee may request that the shareholder submitting the proposed nominee furnish additional information to determine the eligibility and qualifications of such candidate. Additionally, any candidate recommended by shareholders must meet the general requirements outlined in the Company’s bye-laws and Corporate Governance Guidelines. Any shareholder recommendation will be considered for nomination as a Director at the sole discretion of the Nominating Committee. Neither the Board of Directors nor the Nominating Committee is required to include any shareholder nominee recommendation as a proposal in the Proxy Statement and proxy card distributed to shareholders. We did not receive any such Director nominee recommendations for this year’s Annual Meeting. Under the Company’s bye-laws, if a shareholder intends to nominate a person for election to the Board of Directors directly (rather than by recommending such person as a candidate to our Nominating Committee), the shareholder must submit the nomination as described in the Proxy Statement under “Shareholder Proposals.”

Board Independence

The Board has determined that the following Directors and nominees for election at the Annual Meeting are independent Directors as defined in the NASDAQ listing standards: Mr. Meeker, Mr. Abromovitz, Ms. Berry, Mr. Case, Ms. Raff and Mr. Woody. Other than Mr. Mininberg, our CEO, and Mr. Carson, our former Chief Legal Officer and Secretary, each member of the Board, including each person nominated to serve on our Board of Directors, is independent as so defined and each other person who served on the Board in fiscal year 2021, including Mr. William Susetka, was independent as so defined. We expect that Mr. Carson will be considered an independent Director as of the date of the Annual Meeting. The foregoing independence determination of our Board of Directors included the determination that each of these six nominated Board members, if elected and appointed to the Audit Committee, Compensation Committee, Governance Committee or Nominating Committee, respectively, is:

▪independent for purposes of membership on the Audit Committee under Rule 5605(c)(2) of the NASDAQ listing standards, that includes the independence requirements of Rule 5605(a)(2) and additional independence requirements under SEC Rule 10A-3(b);

▪independent under the NASDAQ listing standards for purposes of membership on the Nominating Committee; and

▪independent under the NASDAQ listing standards and applicable SEC rules for purposes of membership on the Compensation Committee, and as a “non-employee Director” under SEC Rule 16b-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Separation of Chairman and CEO Roles

The Board has separated the roles of the Chairman and the CEO in order to further diversify and strengthen its leadership structure. The Board separated these roles in recognition of the differences between the two roles and the value to our Company of having the distinct and different perspectives and experiences of a separate independent Chairman and CEO. Our CEO is responsible for the day-to-day management and supervision of the business and affairs of our Company (such as reviewing performance and allocating resources as the Company’s chief operating decision maker) and for ensuring that the directives of the Board are carried into effect. Our Chairman, on the other hand, is independent of management and is charged with presiding over all meetings of the Board and our shareholders and providing advice and counsel to the CEO and our Company’s other officers regarding our business and operations, as well as focusing on oversight and governance matters.


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CORPORATE GOVERNANCE AND BOARD MATTERS

By separating the roles of CEO and Chairman, our CEO is able to focus his time and energy on managing the Company’s complex daily operations, while our Chairman can devote his time and attention to addressing matters relating to the responsibilities of our Board. Our CEO and Chairman have an excellent working relationship, and, with more than forty years of experience in the consumer products industry, our Chairman is well positioned to provide our CEO with guidance, advice, and counsel regarding our Company’s business, operations and strategy. Moreover, we believe that having a separate Chairman focused on oversight and governance matters allows the Board to more effectively perform its risk oversight role as described below. In connection with the Board’s self-evaluation process, as required by our Corporate Governance Guidelines, the Board evaluates its organization and processes to ensure that it is functioning effectively. For the foregoing reasons, we believe that our separate CEO/Chairman structure is the most appropriate and effective leadership structure for our Company and our shareholders.

Deputy Chairman

The Deputy Chairman’s authority and responsibilities include presiding at all meetings of the Board when the Chairman is not present, presiding over all executive sessions of the independent Directors and interacting with committee Chairs to efficiently address Board issues for presentation at Board meetings. The Deputy Chairman also consults with the Chairman regarding Board meeting agendas and outreach to shareholders.

The Board’s Oversight Responsibilities

Risk Oversight

Our management is responsible for the ongoing assessment and management of the risks we face, including risks relating to capital structure, strategy, liquidity and credit, financial reporting and public disclosure, operations, and governance. The Board oversees management’s policies and procedures in addressing these and other risks. Additionally, each of the Board’s four committees (Audit Committee, Compensation Committee, Nominating Committee, and Governance Committee) monitor and report to the Board those risks that fall within the scope of such committee’s area of oversight responsibility. For example, the full Board directly oversees strategic risks. The Nominating Committee directly oversees risk management relating to Director nomination and independence. The Governance Committee directly oversees risk management regarding corporate governance, including ESG-related matters. The Compensation Committee directly oversees risk management relating to associate compensation, including any risks of compensation programs encouraging excessive risk-taking. Finally, the Audit Committee directly oversees risk management relating to financial reporting, public disclosure, legal and regulatory compliance, data protection and cybersecurity. The Audit Committee is also responsible for assessing the steps management has taken to monitor and control these risks and exposures and evaluating guidelines and policies with respect to our risk assessment and risk management.

Management identifies risks, designates associated “risk owners” within the organization and receives appropriate reports from the various risk owners as conditions change. Management works with the Board to communicate risk factors to the Board and to enable the Board to understand our risk identification, risk management and risk mitigation measures relating to strategic matters. Additional review or reporting of risks is conducted by management as needed or when requested by the Board or a committee. Additionally, the Chairman and Deputy Chairman, working with the Audit Committee and the Governance Committee, assess corporate governance practices and risks. The Governance Committee periodically assesses the effectiveness of our corporate governance policies in light of the applicable listing standards and laws and reports their findings to the Board.

ESG Oversight

We recognize that a thriving society and environment are key to the long-term success of any business. We are, therefore, committed to not only responding to the evolving needs of our key stakeholder groups, but also to strategically addressing our environmental and social impacts. We live our principles and embed them into how we operate our businesses and organization. It is our aim that through this work we continually earn the engagement, loyalty and pride of our consumers, associates, customers, shareholders, and the communities in which we live and operate.


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We seek to maintain a best-in-class level of corporate governance on behalf of our stakeholders. We also recognize the importance of environmental and social factors related to how we operate our business, including the risks that climate change poses to our operations and the importance of DE&I to our stated strategic goal to attract, retain, unify, and train the best people. We are enhancing and consolidating our ESG efforts and accelerating programs related to DE&I to support our Phase II transformation.

We have expanded the oversight responsibilities of the Governance Committee to include ESG matters, including those related to climate change, DE&I, and human rights, and convened an internal ESG Task Force with representatives from our business segments and global shared services. The ESG Task Force, in conjunction with our internal ESG resources, including our ESG Director, is leading the development and implementation of our strategic ESG plan. Our ESG Director, who reports to our General Counsel, communicates with the Board of Directors on these matters during scheduled quarterly Board meetings.

We are in the process of finalizing our ESG strategy as we prioritize and formalize our plans to address our ESG risks and opportunities. As a start, we developed our ESG framework, which outlines our strategies in three areas: 1) embedding ESG into the business; 2) engaging our people and communities; and 3) enhancing our products and services. In June 2021, we published our first ESG Report, which aligns with relevant standards such as the Sustainability Accounting Standards Board (“SASB”), the Task Force on Climate Finance Disclosures (“TCFD”) and the Global Reporting Initiative (“GRI”). Our ESG Report summarizes our ESG strategy and performance, including in the areas of climate change, DE&I and human capital, and environmental and natural capital management.

We are committed to fostering a positive and engaging culture of inclusion, care and support where all people throughout our global workforce can thrive. We believe that a diverse workforce and inclusive workplace is essential to innovation, growth and the well-being of our associates. We are committed on a global scale to cultivating an inclusive culture where all of our associates can thrive. We are advancing short- and long-term initiatives which include: leadership coaching and training to build awareness and sponsorship, targeted recruitment actions to help increase diversity of new hires, and associate learning programs to build the skills that foster inclusion. Through these initiatives, we stay in touch with the needs of our associates. With this associate input and other key human capital data, we will seek to adapt our approach and actions to continue to advance this top priority of the Company.

We believe our existing grassroots work in these areas and our more recent formalized initiatives are already producing results. In fiscal 2021, we implemented several initiatives related to increasing recyclability and reducing single-use plastic in our packaging. We also worked with several key suppliers to increase their energy and carbon efficiency, earning recognition from one of our top customers in their global supply chain climate action initiative. In February 2021, we published our ESG Guiding Principles publicly outlining our commitment to ESG and its principles. As we have formalized and enhanced our ESG initiatives, our ESG efforts are now more fully reflected in external measurement systems including the Morgan Stanley Capital International (MSCI) ESG Ratings where we are now included in the Leader Category among our peers in the Household Durables sector.

We believe these ESG initiatives benefit all of our stakeholders, including shareholders who trust us with their assets, customers who support our business, consumers who believe in and trust what our brands and Company stand for, talented worldwide associates who seek us out as their employer of choice, and the communities in which we are proud to live and work. We also simply believe these initiatives are the right thing to do.

Board Committees and Meetings

Our Board of Directors has four committees: the Audit Committee, the Nominating Committee, the Corporate Governance Committee, and the Compensation Committee. Our independent Directors also meet in executive sessions without management present. For further information and composition of these committees, see below and also the section “Proxy Voting Roadmap - Our Director Nominees to the Board.”


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CORPORATE GOVERNANCE AND BOARD MATTERS

Audit Committee



Committee Chair Thurman K. Case Members Gary B. Abromovitz Krista L. Berry Beryl B. Raff FY21 Meetings 5			The Audit Committee is established in accordance with Section 3(a)(58)(A) of the Exchange Act and operates under a written charter that has been adopted by the Board of Directors. The primary purposes and responsibilities of the committee are to oversee, on behalf of the Company’s Board of Directors: (1)the accounting and financial reporting processes and integrity of our Company’s financial statements, (2)the audits of our Company’s financial statements and the appointment, compensation, qualifications, independence, and performance of our independent registered public accounting firm, (3)our compliance with legal and regulatory requirements, (4)the staffing and ongoing operation of our internal audit function, and (5)risks related to data protection and cybersecurity, although the full Board also exercises oversight over these risks. Other responsibilities: ▪Meets periodically with our CFO and other appropriate officers in the discharge of its duties ▪Reviews the content and enforcement of the Company’s Code of Ethics ▪Consults with legal counsel on various legal compliance matters and on other legal matters if those matters could materially affect our financial statements The Board of Directors has determined that each of the members of the Audit Committee is independent as previously described. In addition, the Board of Directors determined that Mr. Case qualifies as the “audit committee financial expert” (as defined by in Item 407(d)(5) of Regulation S-K promulgated by the SEC). Additionally, the Board of Directors determined that all of the members of the Audit Committee meet the requirement of the NASDAQ listing standards that each member be able to read and understand fundamental financial statements, including a company’s balance sheet, income statement and cash flow statement.


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Compensation Committee



Committee Chair Darren G. Woody Members Gary B. Abromovitz Timothy F. Meeker FY21 Meetings 10			The Compensation Committee operates under a written charter that has been adopted by the Board of Directors. The primary purposes and responsibilities of the committee are to: (1)evaluate and approve the corporate goals and objectives set by the CEO, (2)evaluate the CEO’s performance in light of those goals and objectives, (3)make recommendations to the Board of Directors with respect to CEO and CFO compensation, incentive compensation plans and equity-based plans, (4)oversee the administration of our incentive compensation plans and equity-based plans, (5)make recommendations with respect to non-employee director compensation, (6)review and discuss with management the Company’s Compensation Discussion & Analysis required by SEC rules and regulations to be included in the Company’s Proxy Statement and annual report on Form 10-K, and (7)produce an annual report on executive compensation for inclusion in the Company’s Proxy Statement. The Board of Directors has determined that the members of this committee are independent as previously described. In addition to formal meetings, the committee also conducted numerous informal telephonic discussions and consulted its legal advisors and independent compensation consultant throughout the year. The Compensation Committee has the independent authority to hire compensation, accounting, legal, or other advisors. The Compensation Committee engaged Frederic W. Cook & Company (“FW Cook”) as its independent compensation consultant to assist the Compensation Committee with its compensation decisions for our named executive officers for fiscal year 2021. The Compensation Committee has determined that FW Cook had no conflicts of interest relating to its engagement by the Compensation Committee.

Nominating Committee



Committee Chair Timothy F. Meeker Members Gary B. Abromovitz Darren G. Woody FY21 Meetings 1			The Nominating Committee operates under a written charter that has been adopted by the Board of Directors. The primary purposes and responsibilities of the Nominating Committee are to: (1)recommend to our Board of Directors individuals qualified to serve on our Board of Directors for election by shareholders at each annual general meeting of shareholders and to fill vacancies on the Board of Directors, and (2)develop and communicate with the Board criteria for selecting new Directors. Other responsibilities: ▪Oversees the evaluation of the Board members and seeks to annually review Director qualifications and skill sets with the goal of maintaining fresh perspectives on the Board and complementing the skill sets of the other Board members ▪Receives recommendations from its members, other members of the Board of Directors, outside advisors, and consultants for candidates to be considered for the Board ▪Receives recommendations from its members or other members of the Board of Directors for candidates to be appointed to committee positions, reviews and evaluates such candidates and makes recommendations to the Board of Directors for nominations to fill or add committee positions


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CORPORATE GOVERNANCE AND BOARD MATTERS

Corporate Governance Committee



Committee Chair Krista L. Berry Members Gary B. Abromovitz Thurman K. Case Darren G. Woody FY21 Meetings 1			The Corporate Governance Committee operates under a written charter that has been adopted by the Board of Directors. The primary purposes of the Corporate Governance Committee are to: (1)develop, assess and recommend to the Board our corporate governance policies, (2)evaluate, develop and recommend to the Board succession plans for all of our senior management, and (3)assist the Board in overseeing programs relating to ESG matters. Other responsibilities: ▪Works with the Compensation Committee to develop and recommend succession plans to the Board of Directors

Meetings of the Board of Directors and its Committees

The Board of Directors held four regularly scheduled meetings and two other meetings during fiscal year 2021. Each Director who was a member of the Board of Directors in fiscal year 2021 attended at least 89 percent of the Board of Director meetings and committee meetings for which they were members. Our policy regarding Director attendance at the annual general meetings of shareholders is that we encourage and expect, but do not require, the members of the Board of Directors to attend annual general meetings of shareholders. All of our Directors who were members of the Board at the time of the 2020 annual general meeting of shareholders attended, which was held virtually, except for Mr. Susetka, who retired from the Board of Directors effective as of the 2020 annual general meeting of shareholders.

Committee Rotation

The Board will consider the rotation of committee assignments and of committee chairs at such intervals as the Board determines on the recommendation of the Nominating Committee. Consideration of rotation will seek to balance the benefits derived from continuity and experience, on the one hand, and the benefits derived from gaining fresh perspectives and enhancing a Director’s understanding of different aspects of our business and enabling functions. The Board rotated the Corporate Governance chair position during fiscal 2021.

Executive Sessions

Independent Directors regularly meet without management present. In regard to executive sessions, any independent Director has the authority to call meetings of independent Directors.

Shareholder Communications to the Board of Directors

Any record or beneficial owner of the Company’s Common Stock who has concerns about accounting, internal accounting controls or auditing matters relating to our Company may contact the Audit Committee directly. Any record or beneficial owner of our Common Stock who wishes to communicate with the Board of Directors on any other matter should also contact the Audit Committee. The Audit Committee has undertaken on behalf of the Board of Directors to be the recipient of communications from shareholders relating to our Company. If particular communications are directed to the full Board, independent Directors as a group or individual Directors, the Audit Committee will route these communications to the appropriate Directors or committees so long as the intended recipients are clearly stated.


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Communications intended to be anonymous may be made by calling our national hotline service at 844-317-9054 or online at www.helenoftroy.ethicspoint.com. If calling, please identify yourself as a shareholder of our Company intending to communicate with the Audit Committee. This third-party service undertakes to forward the communications to the Audit Committee if so requested and clearly stated. You may also send communications intended to be anonymous by mail, without indicating your name or address, to Helen of Troy, 1 Helen of Troy Plaza, El Paso, Texas, 79912, USA, Attention: Chairman of the Audit Committee. Communications not intended to be made anonymously may be made by calling the hotline number or by mail to that address, including whatever identifying or other information you wish to communicate.

Communications from associates or agents of our Company will not be treated as communications from our shareholders unless the associate or agent clearly indicates that the communication is made solely in the person’s capacity as a shareholder.

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 $130,000. No changes were made to the non-employee Directors’ compensation in fiscal year 2021. 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 Chairman and the Deputy Chairman of the Board of Directors received additional annual cash compensation of $115,000 and $20,000, respectively. The Chairperson of each committee of the Board of Directors received the following additional annual cash compensation fees:


Committee			Amount ($)
Audit Committee			20,000
Compensation Committee			20,000
Nominating Committee			10,000
Governance Committee			10,000

No other meeting attendance or committee fees are paid.

FW Cook assists the Board of Directors in the evaluation of the compensation of the Directors. FW Cook works directly with the Compensation Committee (and not on behalf of management) to assist the Compensation Committee in meeting its responsibilities. For further information regarding the compensation consultant, see “Board Committees and Meetings - Compensation Committee.”

Julien R. Mininberg, our CEO, was the only Director that was an associate of the Company during the fiscal year ended February 28, 2021. Mr. Mininberg did not receive any additional remuneration for his service as a member of the Board. For further information on the compensation of Mr. Mininberg, see “Executive Compensation Tables - Summary Compensation Table.” The following table summarizes the total compensation earned by all non-employee Directors, including former non-employee Directors, during fiscal year 2021:


Name	Fees Earned or Paid in Cash ($)(1)	Stock Awards ($)(2)	Total ($)
Gary B. Abromovitz(3)	120,000	130,000	250,000
Krista L. Berry(4)	105,000	130,000	235,000
Thurman K. Case(5)	120,000	130,000	250,000
Vincent D. Carson	100,000	130,000	230,000
Timothy F. Meeker(6)	225,000	130,000	355,000
Beryl B. Raff	100,000	130,000	230,000
William F. Susetka(7)	55,000	65,000	120,000
Darren G. Woody(8)	120,000	130,000	250,000


2021 Proxy Statement			29

CORPORATE GOVERNANCE AND BOARD MATTERS

(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 $171.25, $180.72, $207.98 and $206.09 per share on March 2, June 1, September 1, and December 1, 2020, respectively, computed in accordance with 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 his services as Deputy Chairman, Mr. Abromovitz received annual cash fees of $20,000, paid quarterly.

(4)For the last two quarters of fiscal year 2021, for her services as Chair of the Corporate Governance Committee, Ms. Berry received total cash fees of $5,000, paid in quarterly payments of $2,500.

(5)For his services as Chair of the Audit Committee, Mr. Case received annual cash fees of $20,000, paid quarterly.

(6)For his services as Chairman of the Board and Chair of the Nominating Committee, Mr. Meeker received annual cash fees of $115,000 and $10,000, respectively, paid quarterly.

(7)For the first two quarters of fiscal year 2021, for his services as Chair of the Corporate Governance Committee, Mr. Susetka received total cash fees of $5,000, paid in quarterly payments of $2,500, and total quarterly cash retainer fees of $50,000. Mr. Susetka, retired from the Board of Directors effective as of the 2020 annual general meeting of shareholders and did not stand for re-election.

(8)For his services as Chair of Compensation Committee, Mr. Woody received annual cash fees of $20,000, paid quarterly.

Director Stock Ownership and Compensation Guidelines

The Compensation Committee and the Board of Directors believe that Directors should own and hold Common Stock to further align their interests and actions with the interests of our shareholders. Beginning in fiscal year 2020, our guidelines required our Directors to hold shares of Common Stock equal in value to at least three times their annual cash retainer. Our guidelines provide that equity awards to non-employee Directors vest when granted. The Compensation Committee will review stock ownership levels on the first trading day of the calendar year based on the fair market value of the shares on such date. Directors have 5 years to reach stock ownership thresholds. All Directors are in compliance with the guidelines. Equity awards granted to our non-employee Directors during fiscal year 2021 were granted under the Helen of Troy Limited 2018 Stock Incentive Plan (“2018 Stock Plan”). See “Equity Compensation Plan Information - 2018 Stock Plan” for additional information.

The Board of Directors also believes compensation arrangements should be flexible enough to allow the Directors to receive a balanced mix of equity and cash, keeping in mind the Board’s guidelines for achieving and maintaining stock ownership. In this respect, the Board of Directors will seek to target Director average compensation at a mix of approximately 50 percent cash and 50 percent equity, not including any cash fees paid to the Chairman and Deputy Chairman, or chair fees paid to the Chairpersons of the Board committees. Each Director receives approximately 30 percent of the value of the stock grant award in cash in order to pay any tax liabilities associated with the grant.


30			Helen of Troy

EXECUTIVE COMPENSATION

PROPOSAL 2: Advisory Approval of the Company’s Executive Compensation

In accordance with Section 14A of the Exchange Act, we are asking shareholders to approve the following advisory resolution at the Annual Meeting:

RESOLVED, that the shareholders of Helen of Troy Limited approve, on an advisory basis, the compensation of the Company’s NEOs disclosed in the Compensation Discussion and Analysis, the Summary Compensation Table and the related compensation tables, notes and narratives in the Proxy Statement for the Company’s 2021 Annual General Meeting of Shareholders.

This advisory resolution, commonly referred to as a “say on pay” resolution, is non-binding on the Board of Directors. Although non-binding, the Board of Directors and the Compensation Committee will review and consider the voting results when making future decisions regarding our executive compensation program. The Board of Directors previously recommended, and the shareholders approved, holding an annual “say on pay” advisory resolution. Therefore, the Company’s next “say on pay” advisory resolution after the Annual Meeting will be presented at the 2022 annual general meeting of shareholders.

Our executive compensation program emphasizes performance- and equity-based compensation to align it with shareholder interests. In addition, our executive compensation program includes other practices that we believe serve shareholder interests such as paying for performance, establishing rigorous performance goals and maintaining clawback terms for incentive awards and prohibitions on hedging or pledging Company stock. The Compensation Committee believes that the Company’s executive compensation program uses appropriate structures and sound pay practices. Accordingly, the Compensation Committee recommends a vote “For” this Proposal 2.

When casting your vote, we urge shareholders to read the Compensation Discussion & Analysis, which describes in more detail how our executive compensation policies and procedures operate and are designed to achieve our compensation objectives.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THIS PROPOSAL.


2021 Proxy Statement			31

EXECUTIVE COMPENSATION

Compensation Discussion & Analysis

This Compensation Discussion and Analysis describes our executive compensation program for fiscal year 2021, including how the Compensation Committee oversees our executive compensation programs and the compensation earned by our named executive officers below, as presented in the tables under “Executive Compensation Tables.”

Executive Officers

Our executive officers are currently Mr. Mininberg and Brian L. Grass. Mr. Mininberg also serves as a Director of the Company and stands for election at the Annual Meeting. We sometimes refer to our executive officers as “named executive officers” or “NEOs”, and we sometimes refer to Mr. Grass as an “other named executive officer” or “other NEO.”



			JULIEN R. MININBERG Chief Executive Officer			CEO Since: 2014 Age: 56

			Mr. Mininberg joined the Company in 2006 and has served as its CEO since 2014. Prior to his appointment as the CEO, he had served as the CEO of Kaz, a wholly-owned subsidiary of the Company since December 2010. Before joining the Company, Mr. Mininberg worked for 15 years at P&G where he spent an equal amount of time in the United States and Latin America serving in a variety of marketing and general management capacities.



			BRIAN L. GRASS Chief Financial Officer			CFO Since: 2014 Age: 51

			Mr. Grass joined the Company in 2006 and has served as its CFO since 2014. Prior to his appointment as the CFO, he served as the Company’s Assistant CFO. Prior to joining the Company, Mr. Grass spent seven years in public accounting at KPMG LLP and six years in various financial leadership roles at Tenet Healthcare Corporation, a healthcare services company.

Executive Summary

During fiscal year 2021, the Compensation Committee was responsible for approving executive compensation and overseeing the administration of our incentive plans and associate benefit plans.

Overall, our executive compensation program emphasizes performance- and equity-based compensation to align it with shareholder interests and includes other practices that we believe serve shareholder interests such as paying for performance and maintaining policies relating to clawbacks of incentive awards and prohibitions on hedging or pledging Company stock. Important features of our fiscal year 2021 executive compensation program include the following:


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 2021, approximately 88% of target CEO pay and 62% of target CFO pay was at risk based on the performance of the Company.

At our 2020 annual general meeting of shareholders, over 99 percent of votes present (excluding abstentions and broker non-votes) voted for the “Say-on-Pay” proposal related to our compensation policies. Following the end of each fiscal year, the Compensation Committee conducts a review of all components of the Company’s compensation program. In consideration of the results on the “Say-on-Pay” vote, the Compensation Committee acknowledged the support received from our shareholders and viewed the results as a confirmation of the Company’s executive compensation policies and decisions.


32			Helen of Troy

EXECUTIVE COMPENSATION

Accordingly, we did not significantly change our compensation principles and objectives for our named executive officers for fiscal year 2021 in response to the 2020 “Say-on-Pay” vote.

During fiscal year 2021 and the first quarter of fiscal year 2022, the Compensation Committee also approved certain changes to the compensation of our named executives that will impact their compensation in fiscal year 2022. A summary of these changes include:

•On December 4, 2020, we entered into an Amended and Restated Employment Agreement with our CEO, which became effective March 1, 2021, the first day of our fiscal year 2022 (the “New Employment Agreement”) that, among other matters:

•extends the term of his employment through the end of the Company’s fiscal year 2024, subject to an agreed-upon extension or earlier termination by either party (the “Term”); and

•amended certain employment termination payments.

The Compensation Committee approved the New Employment Agreement with Mr. Mininberg as a result of his demonstrated strong performance as our CEO, the Company’s strong financial performance during his tenure as CEO, and the leadership and direction he provides to our associates. The New Employment Agreement extended the term of his employment through February 29, 2024 and replaced Mr. Mininberg’s employment agreement entered into on November 7, 2018 and effective March 1, 2019 (the "Employment Agreement").

•The Compensation Committee approved a $150,000 per year increase to our CEO’s base salary effective March 1, 2021. The Compensation Committee approved the increase following its discussion with the compensation consultant and after considering data prepared on relative pay for performance within our Compensation Peer Group. After the increase, our CEO’s base salary will be $1,150,000 per year.

•On December 4, 2020, the Compensation Committee approved an opportunity for our CFO to receive a transition assistance bonus upon his scheduled retirement on November 1, 2021 (or any later date mutually agreed upon), subject to Mr. Grass’s employment remaining in effect through November 1, 2021. The Compensation Committee approved the bonus opportunity in consideration of Mr. Grass’s assistance with interviewing, selecting and transitioning a replacement Chief Financial Officer for the Company.

For further information regarding the above fiscal year 2022 compensation changes, see “Compensation Discussion & Analysis - Fiscal Year 2022 Compensation Changes.”


2021 Proxy Statement			33

EXECUTIVE COMPENSATION

Fiscal Year 2021 Performance Overview

We were able to meet a number of objectives aimed to increase shareholder value, including: