Brian Grass - Chief Financial Officer | HELEN OF TROY (HELE) Executive Profile & Compensation

About Brian Grass

Brian L. Grass, age 55, is Interim Chief Executive Officer of Helen of Troy (appointed May 2, 2025) after serving as CFO from 2014–2021, rejoining as Interim CFO in April 2023 and CFO in September 2023; prior roles include seven years in public accounting at KPMG LLP and six years in financial leadership at Tenet Healthcare Corporation . Company FY2025 performance: net sales $1,907.7M, operating income $142.7M, net income $123.8M, diluted EPS $5.37; adjusted EBITDA $289.3M, adjusted operating income $252.3M, adjusted diluted EPS $7.17 . Pay-for-performance alignment was tight in FY2025: no annual or long-term incentive payouts were earned, reflecting results; say‑on‑pay support was >91% in 2024 . Long‑term incentive for the FY2023 grant (performance period FY2023–FY2025) paid 0% (cumulative adjusted diluted EPS 25.53 vs 42.52 target; relative TSR below threshold) .

Past Roles

Organization	Role	Years	Strategic Impact
Helen of Troy Limited	Interim CEO	2025–present	Transition leadership; severance updated to full vesting on eligible awards under certain terminations
Helen of Troy Limited	CFO (first tenure)	2014–2021	Led finance; later retired
Helen of Troy Limited	Interim CFO → CFO (second tenure)	2023–2025	Assumed investor relations, M&A and operational duties; base salary increased accordingly
Helen of Troy Limited	Assistant CFO	pre-2014	Finance leadership progression
Tenet Healthcare Corporation	Various financial leadership roles	~6 years	Corporate finance leadership
KPMG LLP	Public accounting	~7 years	Audit and accounting foundation

Fixed Compensation

Component	FY2025 (CFO)	FY2026 (Interim CEO)
Base Salary ($)	635,100	1,000,000 (for the longer of interim tenure or six months)
Target Annual Bonus (% of salary)	90% (increased from 85%)	125%
Actual Annual Bonus Paid ($)	0 (no payout)
Target LTI Grant Value ($)	1,900,000 (mix: 50% performance RSAs, 50% time‑vested RSAs)	3,800,000 (mix: 50% performance RSAs, 50% time‑vested RSAs)
One‑Time Equity Award	—	$1,000,000 RS award; vests at 12 months from grant

Performance Compensation

Annual Incentive Framework and Results (FY2025)

Metric	Weighting	Threshold	Target	Max	Actual	Payout
Adjusted Income ($)	80%	197.4M	232.2M	255.5M	162.4M (69.9% of target)	0% (threshold not achieved)
Net Sales ($)	20%	1.762B	2.073B	2.280B	1.88B (90.9% of target)	0% (no payout due to adjusted income threshold)

Notes:

No FY2025 annual incentive payouts were made to NEOs .

Long‑Term Incentive—FY2023 Grant Results (Performance period ended Feb 28, 2025)

Metric	Weighting	Threshold	Target	Max	Actual	Payout
Cumulative Adjusted Diluted EPS	50%	39.73	42.52	45.49	25.53 (60% of target)	0%
Relative TSR	50%	≥35th percentile (threshold)	50th percentile (target)	75th percentile (max)	Below threshold	0%

Long‑Term Incentive—FY2025 Grant Design (Performance period FY2025–FY2027)

Metric	Weighting	Design Details
Cumulative Adjusted Diluted EPS	40%	Sum of adjusted diluted EPS across FY2025–FY2027; adjusted income definition consistent with AIP; acquisitions included for LTI measurement
Adjusted Cash Flow Productivity	20%	Defined formula aligning cash generation with investment efficiency; capex adjustment limit $35M for new facilities per year (excluding M&A facilities)
Relative TSR	40%	Vesting scale: 25th percentile=50%, 50th=100%, 75th=200%; below 25th=0%

Brian Grass FY2025 Performance RSAs share schedule (grant date 3/1/2024):

Shares	Threshold (#)	Target (#)	Max (#)
Performance RSAs (Grass)	3,819	7,638	15,276

Equity Ownership & Alignment

Item	Detail
Total Beneficial Ownership	32,562 shares; <1% of shares outstanding (base denominator 22,944,220 as of May 15, 2025)
Stock Ownership Guidelines	CEO 4x salary, CFO 2x salary, CLO 1x salary; NEOs are in compliance
Pledging/Hedging	Prohibited; none of the Directors/NEOs have pledging/hedging arrangements
Options	No options granted/held in FY2025; company does not currently grant options
FY2025 Vesting Realized	1,259 shares vested; $91,173 value realized (Grass)

Unvested Awards at FY2025 Year‑End (Feb 28, 2025):

Award Type	Shares Unvested	Market Value ($)
Time‑vested RSAs (vest equally Mar 1, 2025/26/27)	7,638	420,319
Time‑vested RSAs (vest Oct 5, 2025/Oct 5, 2026)	2,159	118,810
Performance RSAs (performance period ends Feb 28, 2026; at target for disclosure)	3,222	177,307
Performance RSAs (performance period ends Feb 28, 2027; at target for disclosure)	7,638	420,319

Employment Terms

Triggering Event	Cash Severance	Equity Treatment	Health Benefits	Total Illustrative Payout ($)
Death	Third‑party life insurance $750,000	—	—	750,000
Disability	Third‑party disability benefits up to $2,908,600	—	—	2,908,600
Retirement	Continued vesting of performance RSAs based on actual performance; pro‑rata vesting of time‑vested RSAs; COBRA up to 18 months	Performance RSAs $597,626; Time RSAs $325,624	$51,738	974,988
Termination for Good Reason or Without Cause (not in connection with CoC)	1× salary + 1× target bonus (paid over 24 months)	Pro‑rata performance RSAs based on actual performance $221,610; pro‑rata time RSAs $325,624	$34,492 (COBRA up to 12 months)	1,788,416
Termination for Good Reason or Without Cause (in connection with CoC)	1.5× salary + 1.5× target bonus (lump sum within 75 days)	Accelerated vesting at target for performance RSAs $597,626; full vest of time‑vested RSAs $539,129	$51,738 (COBRA up to 18 months)	2,998,528

Additional terms:

Equity awards under 2018 Stock Plan use double‑trigger change‑of‑control acceleration when awards are assumed; single‑trigger acceleration applies only if awards are not assumed/substituted in a CoC .
On May 2, 2025, Grass’s severance agreement was amended to provide continued and full vesting (instead of pro‑rata) of eligible time‑vested and performance‑vested restricted stock awards upon certain terminations not in connection with change of control .

Compensation & Ownership Trend (Multi‑Year Snapshot)

Component	FY2024 (CFO)	FY2025 (CFO)
Salary ($)	1,603,846	635,100
Stock Awards ($)	1,140,000	1,900,000
Non‑Equity Incentive ($)	164,632	— (no payout)
All Other Compensation ($)	1,858	2,255
Total ($)	2,910,336	2,537,355

Governance, Red Flags, and Controls

Clawback policy compliant with SEC/NASDAQ; recovery of erroneously awarded incentive‑based compensation for three prior fiscal years in event of restatement .
Insider trading policy prohibits pledging/margin loans, hedging, short‑selling, and requires pre‑clearance/open‑window trading; none currently have pledging/hedging arrangements .
No reportable related‑party transactions for FY2025 (other than interim CFO’s pre‑appointment consulting) .
Annual say‑on‑pay vote support exceeded 91% in 2024; no in‑flight changes or discretionary increases to FY2025 incentives .

Investment Implications

Strong pay-for-performance discipline: zero FY2025 annual and LTI payouts amid below-threshold adjusted income and relative TSR performance, signaling compensation alignment and limited risk of windfall payouts in weak operating environments .
Upcoming vesting cadence and one‑time $1,000,000 interim‑CEO RS award (12‑month vest) create identifiable dates for potential supply from vest‑related sales; anti‑pledging/hedging policies and ownership guidelines mitigate adverse alignment risks .
Severance economics (1–1.5× salary+bonus, equity acceleration on CoC) and May 2025 amendment (full vesting upon certain non‑CoC terminations) enhance retention but elevate change‑in‑control incentive alignment; double‑trigger structure limits automatic acceleration when awards are assumed .
Ownership is modest (<1%); unvested equity provides performance‑linked upside; FY2025 net sales and adjusted EPS underscore operational base while Elevate for Growth/Project Pegasus initiatives aim to drive future margin/cash flow—key to EPS and cash‑productivity LTI metrics .