Beryl Raff
HELEN OF TROYAbout Beryl B. Raff
Independent director at Helen of Troy (HELE) since 2014; age 74. Former Chairman & CEO of Helzberg Diamonds (Berkshire Hathaway) until retirement in July 2022, continued as non-executive Chair/advisor through June 2023. Prior senior merchandising leadership at J.C. Penney (2001–2009) and former Chairman & CEO of Zale Corporation. Education: BBA from Boston University; MBA from Drexel University .
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Helzberg Diamonds (Berkshire Hathaway) | Chairman & CEO; Non-exec Chair/Advisor | Apr 2009–Jul 2022; advisory through Jun 2023 | Led multi-store retail operations; industry recognition in retail merchandising |
| J.C. Penney | EVP/GM Fine Jewelry; previously SVP/GM | 2001–Apr 2009 | Merchandising leadership in fine jewelry |
| Zale Corporation | Chairman & CEO | Prior to 2001 | Chief executive experience in national retail jewelry chain |
| Jo-Ann Stores, Inc. | Director; Compensation Committee Chair; Corporate Governance Committee member | 2001–Feb 2011 | Chaired Compensation Committee (2008–2011); governance oversight |
| Group 1 Automotive, Inc. | Director; Compensation Committee member; Governance/Nominating Chair | 2007–2015 | Chaired Governance/Nomination; compensation oversight |
| The Michaels Companies, Inc. | Director; Compensation Committee member | Sep 2014–Apr 2021 | Compensation oversight in arts/crafts retail |
External Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Academy Sports and Outdoors, Inc. | Director; Chair of Compensation Committee | Appointed May 2021–present | Leads comp committee; public company governance |
| NACD Heartland Chapter | Director | Prior service (dates not specified) | Board leadership excellence in governance best practices |
Board Governance
- Independence: Board determined Raff is independent under NASDAQ listing standards; all eight director nominees (including Raff) are independent .
- Committee assignments: Member, Audit Committee (Chair: Thurman K. Case; other members: Krista L. Berry; FY25 meetings: 4). Case designated “audit committee financial expert” .
- Attendance: Board held 4 regular meetings and 1 other meeting in FY25; each director attended all Board and applicable committee meetings (i.e., 100% attendance) .
- Executive sessions: Independent directors meet without management; any independent director can call sessions .
- Compensation consultant: FW Cook engaged by the Compensation Committee; determined to have no conflicts of interest; assists on director compensation decisions .
- Committee rotation: No committee chair rotations in FY25 (Board considers rotation periodically) .
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| Annual cash retainer | $100,000 | Paid quarterly ($25,000 per quarter) |
| Committee chair fees | $0 | Only committee chairs receive fees; Audit $20k, Comp $20k, Nominating $15k, Governance $15k; Raff is not a chair |
| Meeting fees | $0 | No other meeting or committee attendance fees |
| Chairman of the Board fee | $0 | Applies only to Chairman ($115,000); Raff is not Chairman |
| FY25 cash fees (total) | $100,000 | Per director compensation table |
No changes were made to non‑employee director compensation in FY25 .
Performance Compensation
| Component | Grant Mechanics | FY25 Value | Vesting / Taxes |
|---|---|---|---|
| Common stock (quarterly grants) | Granted first business day of each fiscal quarter based on fair market value at close; fully vests on grant date | $140,000 total for FY25 | Approximately 30% of stock grant value settled in cash to cover taxes; directors must hold shares per guidelines |
| Grant-date fair values per share | Mar 1: $124.37; Jun 3: $106.31; Sep 3: $53.58; Dec 2: $73.79 (FY25 grants) | n/a | Each award vested upon grant |
| Options / PSUs | Not disclosed for directors | n/a | Director equity awards vest on grant; no performance metrics disclosed for director equity |
- Director award limit: Aggregate fair value of awards plus cash compensation cannot exceed $750,000 per non‑employee director per fiscal year under the 2025 Stock Plan .
- Recoupment/insider trading: Awards under the 2025 Stock Plan are subject to clawback/recoupment policies and insider trading rules; Dodd‑Frank recoupment applies to executive officers, but participants under the plan are subject to potential cancellation/recoupment consistent with policy and applicable rules .
- Performance metrics: No director‑specific performance metrics tied to equity (e.g., EBITDA, TSR) are disclosed; director equity grants vest immediately .
Other Directorships & Interlocks
| Company | Relationship to HELE | Notes |
|---|---|---|
| Academy Sports and Outdoors, Inc. | External public company directorship | Chair of Compensation Committee |
| Group 1 Automotive, Inc. | Former external public company director | Governance/Nominating Chair; Compensation Committee member |
| The Michaels Companies, Inc. | Former external public company director | Compensation Committee member |
| Jo‑Ann Stores, Inc. | Former external public company director | Compensation Committee Chair; Corporate Governance Committee member |
Potential conflicts: Proxy discloses no related‑person transactions requiring Audit Committee approval in FY25; none indicated for Raff .
Expertise & Qualifications
- Deep multi‑store retail leadership and merchandising expertise; former CEO/Chair at Helzberg Diamonds; senior fine jewelry merchandising at J.C. Penney; prior CEO at Zale .
- Broad public company board experience with compensation and governance committee leadership; brings governance perspectives to HELE .
- Education: BBA (Boston University); MBA (Drexel University) .
Equity Ownership
| Holder | Beneficial Shares | % of Outstanding | Basis Date |
|---|---|---|---|
| Beryl B. Raff | 8,253 | <1% (base denominator 22,944,220 shares outstanding) | May 15, 2025 |
- Director stock ownership guidelines: Must hold HELE shares equal to at least 3x annual cash retainer; reviewed each May based on trailing 4‑quarter average prices; directors required to reach within 5 years and maintain; all directors are in compliance as of proxy date .
- Holding policy: Until meeting guideline, directors must hold and may not sell shares (except for tax withholding); once met, must maintain above threshold .
- Tax settlement: ~30% of stock grant value is settled in cash to cover taxes .
Governance Assessment
- Independence and committee role: Raff is an independent director and serves on the Audit Committee, supporting financial reporting integrity and compliance oversight .
- Engagement and attendance: Board and committee attendance was 100% for all directors in FY25, indicating strong engagement; Audit Committee met 4 times .
- Pay structure and alignment: Mix of fixed cash retainer ($100k) and equity ($140k) with immediate vesting and stock holding requirements (3x retainer) aligns director interests with shareholders; no meeting fees; no chair premiums for Raff .
- Oversight quality signals: Independent compensation consultant (FW Cook) without conflicts; regular executive sessions; majority‑independent board; majority voting policy; annual elections; periodic review of committee rotations .
- Conflicts and related‑party exposure: Proxy reports no related‑person transactions requiring approval in FY25; Section 16(a) compliance issues noted only for other individuals (late filings by Geoffroy and Woody), none attributed to Raff .
- Director award cap: $750k cap (cash + equity) provides guardrails against excessive director pay .
RED FLAGS: None disclosed for Raff in FY25—no related‑party transactions, no attendance issues, no late Section 16 filings reported for her, and compensation appears standard without unusual guarantees or performance‑insensitive awards beyond typical director equity .