Elena Otero
HELEN OF TROYAbout Elena B. Otero
Elena B. Otero (age 60) is an independent director of Helen of Troy (HELE) since 2022. She is a former executive at The Clorox Company, where she served as Chief Marketing Officer (International), eCommerce Officer, and Strategy & Growth Officer (2016–2021); prior roles spanned Clorox international units and 12 years at Procter & Gamble in marketing leadership. Her core credentials are global consumer products marketing, growth strategy, eCommerce, and general management across ~40 countries.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Clorox Company | Chief Marketing Officer (International); eCommerce Officer; Strategy & Growth Officer | 2016–2021 | Led global marketing across ~40 countries; growth and strategy leadership |
| The Clorox Company | VP Marketing & GM, Home Care International | 2010–2016 | General management across international home care |
| The Clorox Company | VP Marketing & GM, Greenworks International | 2008–2010 | Brand P&L leadership |
| The Clorox Company | Latin America leadership (Puerto Rico, Caribbean, Central & South America) | 2002–2008 | Regional business operations leadership |
| The Procter & Gamble Company | Marketing leadership across multiple brands/categories | 1990–2002 | Brand management and marketing leadership |
External Roles
No current public company directorships or committee roles were disclosed for Ms. Otero beyond HELE.
Board Governance
- Independence: Board determined Otero is independent under NASDAQ standards; entire 2025 slate (8 directors) is independent.
- Committees: Member, Compensation Committee (Chair: Darren Woody; members: Vincent Carson, Elena Otero). FY25 meetings: 4.
- Attendance: FY25 Board held 4 regular meetings + 1 other; each director attended all Board and committee meetings for which they were members; all directors attended the 2024 virtual AGM.
- Chair/CEO separation: Independent Chairman (Timothy Meeker) and separate CEO roles maintained.
- Executive sessions: Independent directors meet without management at every regular meeting; any independent director may call sessions.
- Committee rotation: No committee chair rotations in FY25.
Fixed Compensation
Annual director pay is standardized; no meeting fees.
| Component | FY2024 | FY2025 | Notes |
|---|---|---|---|
| Cash retainer ($) | 100,000 | 100,000 | Paid quarterly; no change YoY |
| Equity grant – Common Stock ($) | 140,000 | 140,000 | Granted quarterly; fully vests upon grant |
| Chair fees applicable? | No | No | Audit/Comp/Nominating/Governance chairs receive add’l fees; not applicable to Otero |
| Total annual compensation ($) | 240,000 | 240,000 | HELE reports director totals by individual |
Grant-date fair values per quarter:
- FY2024: $110.85 (Mar 1, 2023); $94.02 (Jun 1, 2023); $122.21 (Sep 1, 2023); $110.33 (Dec 1, 2023) per share.
- FY2025: $124.37 (Mar 1, 2024); $106.31 (Jun 3, 2024); $53.58 (Sep 3, 2024); $73.79 (Dec 2, 2024) per share.
- Approximately 30% of each stock grant’s value is settled in cash to cover taxes.
Director ownership/holding guidelines: Required holdings equal to at least 3x the annual cash retainer; five-year compliance window; all directors were in compliance as of the proxy date.
Performance Compensation
Directors do not receive performance-based pay; however, Otero, as a Compensation Committee member, oversees executive incentive design and outcomes. HELE uses rigorous multi-metric annual and long-term incentives:
| Program | Metrics | Threshold | Target | Max | FY2025 Actual | Payout |
|---|---|---|---|---|---|---|
| Annual Incentive (Company-level) | Adjusted Income (80% weight) | $197.4m | $232.2m | $255.5m | $162.4m (69.9% of target; Olive & June excluded) | 0% (threshold not met) |
| Annual Incentive (Company-level) | Net Sales (20% weight) | $1.762b | $2.073b | $2.280b | $1.88b (90.9% of target; Olive & June excluded) | 0% (no payout if adjusted income < threshold) |
| Long-Term Incentive (FY2025 grant; 3-year) | Cumulative Adjusted Diluted EPS (40%) | Not disclosed (proprietary) | Not disclosed | Not disclosed | Performance period FY2025–FY2027 in progress | N/A |
| Long-Term Incentive (FY2025 grant; 3-year) | Adjusted Cash Flow Productivity (20%) | Not disclosed | Not disclosed | Not disclosed | Performance period FY2025–FY2027 in progress | N/A |
| Long-Term Incentive (FY2025 grant; 3-year) | Relative TSR vs peer group (40%) | 25th pct = 50% | 50th pct = 100% | 75th pct = 200% | Performance period FY2025–FY2027 in progress | N/A |
| Long-Term Incentive (FY2023 grant vested FY2025) | Cumulative Adjusted Diluted EPS (50%) | $39.73 | $42.52 | $45.49 | $25.53 (60% of target) | 0% |
| Long-Term Incentive (FY2023 grant vested FY2025) | Relative TSR (50%) | Below threshold (35th pct in prior design) | Target = 50th pct | Max = 75th pct | Below threshold; no payout | 0% |
Key governance features overseen by the committee:
- Clawback policy compliant with SEC/NASDAQ (erroneously awarded incentive comp recoverable over prior 3 fiscal years upon restatement).
- No single-trigger cash payments or tax gross-ups on change-of-control; prohibitions on pledging/hedging; no excessive perquisites.
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock |
|---|---|---|
| None disclosed | — | No interlocks or shared directorships disclosed for Otero. |
Compensation consultant and peer group (committee oversight):
- FW Cook engaged by the Compensation Committee; no conflicts of interest.
- FY2025 peer group: Central Garden & Pet; Church & Dwight; Clorox; Coty; Edgewell; Energizer; Hain Celestial; La-Z-Boy; Newell; Nu Skin; Prestige Consumer Healthcare; Reynolds Consumer Products; Somnigroup (Tempur Sealy); Spectrum Brands; Tupperware (to be removed FY2026).
Expertise & Qualifications
- Global marketing and brand leadership; eCommerce, growth strategy, and general management in consumer products.
- International market experience across Latin America, Europe, and Asia; ~40-country leadership exposure.
- Strategic oversight relevant to HELE’s Elevate for Growth strategy and portfolio management.
Equity Ownership
| Holder | Beneficial Shares | % of Outstanding | As-of Date | Notes |
|---|---|---|---|---|
| Elena B. Otero | 3,158 | ~0.014% (3,158 / 22,944,220) | May 15, 2025 | Less than 1% per proxy table; subject to director ownership guidelines (3x retainer); all directors in compliance. |
| Shares pledged/hedged | — | — | — | None; policy prohibits pledging/hedging and no arrangements reported. |
Insider Trades and Section 16 Compliance
| Person | Late Section 16 Filings (FY2025) | Notes |
|---|---|---|
| Elena B. Otero | No late filings reported | Company disclosed late filings only for Geoffroy (two Form 4s) and Woody (one Form 5). |
Governance Assessment
- Committee assignments and engagement: Otero’s role on the Compensation Committee is central to pay governance; the committee met 4 times and maintained independent advisory support (FW Cook) with no conflicts.
- Independence and attendance: Strong board independence (8/8 in 2025), full attendance at board and committee meetings, and executive sessions each regular meeting—positive for board effectiveness.
- Alignment and incentives: Director stock ownership guidelines (3x cash retainer) and immediate vesting of director equity grants support alignment; all directors in compliance.
- Pay-for-performance signals: FY2025 executive annual incentive paid 0% and FY2023 LTI cycle paid 0%—committee did not exercise positive discretion, reinforcing discipline amid macro headwinds.
- Related-party/Conflict checks: No related person transactions requiring Audit Committee approval; Otero’s prior employment at Clorox is historical and no interlocks disclosed.
- Say-on-Pay support: High shareholder support (97% in 2023; >91% in 2024), indicating investor confidence in compensation governance.
RED FLAGS: None identified for Otero—no attendance issues, no related-party transactions, no pledging/hedging, and sustained independence.