Darren Woody
HELEN OF TROYAbout Darren G. Woody
Independent director of Helen of Troy (HELE) since 2004; age 65. President & CEO of Jordan Foster Construction, LLC since August 2000; previously a partner at Krafsur, Gordon, Mott, Davis and Woody P.C. specializing in real estate, business acquisitions, and complex financing—bringing executive leadership and legal expertise to the Board and historical perspective from long tenure . The Board determined Mr. Woody is independent under NASDAQ standards, including eligibility for Audit, Compensation, Nominating, and Governance committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Jordan Foster Construction, LLC | President & CEO | Aug 2000–present | Leads a multi-disciplinary construction firm with Southwest U.S. operations; expertise relevant to legal matters, complex transactions, and project management . |
| Krafsur, Gordon, Mott, Davis and Woody P.C. | Partner (law) | Prior to Aug 2000 | Specialized in real estate, business acquisitions, complex financing; legal acumen informs Board oversight . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Jordan Foster Construction, LLC (private) | President & CEO | Aug 2000–present | Offices in Austin, Dallas, El Paso, Houston, San Antonio; highway, military, commercial, multi-family construction . |
Board Governance
- Committee assignments: Chair, Compensation Committee; Member, Nominating Committee; Member, Corporate Governance Committee .
- Committee activity: Nominating Committee met 1 time in FY25; Governance Committee met 4 times in FY25 .
- Attendance: Board held 5 meetings (4 regular, 1 other) in FY25; each director attended all Board and committee meetings for which they were members (100% attendance) .
- Independence: Board affirmed all eight director nominees, including Mr. Woody, are independent per NASDAQ; independence determination covers committee service requirements (Audit, Compensation, Nominating, Governance) .
- Executive sessions: Independent directors regularly meet without management; any independent director may call executive sessions .
- Committee interlocks: Compensation Committee had no officer members; no reciprocal interlocks; note Mr. Carson is a former company officer—committee otherwise independent and compliant .
Fixed Compensation
| Component | FY25 Amount ($) | Notes |
|---|---|---|
| Annual cash retainer | 100,000 | Paid quarterly ($25,000 per quarter) . |
| Compensation Committee Chair fee | 20,000 | Additional annual cash fee for chair role . |
| Total cash fees (Woody) | 120,000 | As reported in Director Compensation table . |
| Equity grant (pre-tax Common Stock) | 140,000 | Granted in four equal-value quarterly installments; fully vests on grant date; ~30% of grant value settled in cash to cover taxes . |
| Quarterly grant dates & fair values per share | — | Mar 1, 2024: $124.37; Jun 3, 2024: $106.31; Sep 3, 2024: $53.58; Dec 2, 2024: $73.79 . |
| Meeting/attendance fees | 0 | No other meeting attendance or committee fees paid . |
| Non-employee director award/cash cap | 750,000 | Aggregate annual limit (cash + fair value of awards) per director . |
Performance Compensation
- Non-employee director compensation has no performance-based elements; equity awards vest on grant and are time-based (no options to directors) .
Other Directorships & Interlocks
- Other current public company directorships: None disclosed for Mr. Woody in the proxy .
- Related-party transactions: Audit Committee reported no related-person transactions requiring disclosure in FY25; none involving Mr. Woody .
Expertise & Qualifications
- Multi-disciplined perspective from executive leadership and legal experience; contributes to legal matters, transactional negotiations, and management of complex projects; tenure provides historical context .
- Skill matrix tags include Corporate Strategy/Governance, Financial/Accounting, and M&A; Board considered these competencies in nomination .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | As-of Date | Notes |
|---|---|---|---|---|
| Darren G. Woody | 9,543 | <1% | May 15, 2025 | Directors and officers table; outstanding shares 22,944,220 . |
| Pledging/Hedging | — | — | Policy status | Insider Trading Policy prohibits pledging/hedging; currently none by directors or NEOs . |
| Ownership guidelines | — | — | Policy status | Directors must hold ≥3x annual cash retainer; compliance reviewed annually; all directors in compliance as of proxy date . |
Insider Trades
| Date | Form | Transaction | Quantity | Notes |
|---|---|---|---|---|
| Jul 22, 2024 | Form 5 (filed late) | Indirect ownership acquired by spouse via laws of descent and distribution | 10 | Reported as a late filing; compliance note in proxy . |
Say-on-Pay & Shareholder Voting Signals
- 2024 AGM say-on-pay advisory vote: For 18,977,730; Against 1,864,752; Abstain 57,761; strong support signal for compensation program oversight .
- 2024 AGM director election (Woody): For 20,118,513; Against 701,933; Abstain 79,797; indicates broad investor support for continued board service .
Governance Assessment
- Strengths: Independent director since 2004; chairs Compensation Committee; perfect attendance in FY25; robust anti-hedging/pledging policy with current compliance; director ownership guideline compliance; use of independent consultant (FW Cook) for director pay .
- Pay structure: Mix of cash and equity is stable (no FY25 changes), reasonable chair premiums, capped aggregate director compensation, immediate vesting of quarterly stock grants; no options to directors .
- Conflicts/related-party exposure: None reportable for FY25; Compensation Committee interlocks minimal and disclosed (Carson as former officer), with overall independence affirmed under NASDAQ rules .
- RED FLAGS: A late Form 5 filing for 10 indirect shares is a minor compliance lapse but not material; no pledging/hedging and no related-party transactions mitigate risk .
- Investor confidence: Strong director-election support and say-on-pay approval at the 2024 AGM reinforce governance credibility and board effectiveness .