Krista Berry
HELEN OF TROYAbout Krista L. Berry
Krista L. Berry, age 60, has served on Helen of Troy’s Board since 2017 and is currently Chair of the Corporate Governance Committee, with additional service on the Audit and Nominating Committees. Her background spans senior digital commerce and direct-to-consumer leadership roles at Everlane (Chief Revenue Officer), Kohl’s (Chief Digital Officer/EVP Multi-Channel), Nike (GM North America Digital Commerce), and Target across a 20-year tenure, bringing deep expertise in consumer insights, digital data, social media, and merchandising to HELE’s board . The Board determined she is an independent director under NASDAQ standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Everlane Inc. | Chief Revenue Officer | 2017–2018 | Led revenue and DTC initiatives at a digitally native retailer, scaling digital merchandising and growth programs . |
| Kohl’s Corp. | Chief Digital Officer; EVP Multi-Channel | 2012–2016 | Oversaw e-commerce and omnichannel transformation, integrating digital sales with store operations . |
| Nike, Inc. | GM North America Digital Commerce; GM North America Direct-to-Consumer | 2007–2011 | Built NA digital commerce operations and DTC growth for a global brand . |
| Target Corp. | Various management roles | 1987–2007 | Progressively senior roles across merchandising and management at a leading mass retailer . |
External Roles
| Organization | Role | Tenure/Notes |
|---|---|---|
| Amer Sports | Advisory Board Member | Current; advisory capacity to a global sports/consumer brand platform . |
| BazaarVoice | Director | 2017–2019; prior public company board experience in retail tech/user-generated content . |
Board Governance
- Committee assignments: Audit (member), Nominating (member), Corporate Governance (Chair) .
- FY25 meeting cadence and attendance: Board held 4 regular and 1 other meeting; Audit 4 mtgs, Governance 4 mtgs, Nominating 1 mtg; all directors, including Berry, attended 100% of Board and their committee meetings .
- Independence: Board determined Berry and all eight nominees are independent under NASDAQ standards; committees comprise independent directors .
- Leadership structure: Separate independent Chairman and CEO; independent directors hold executive sessions at every regular Board meeting .
| Committee | Role | FY25 Meetings | Notes |
|---|---|---|---|
| Corporate Governance | Chair | 4 | Oversees governance policies, sustainability oversight, and senior management succession planning . |
| Audit | Member | 4 | Oversees financial reporting, audit, compliance, data protection/cybersecurity risk; committee chaired by an audit committee financial expert (Case) . |
| Nominating | Member | 1 | Oversees director selection, board evaluation, independence review, and committee nominations . |
Fixed Compensation
- Structure: Annual cash retainer $100,000; quarterly stock grants totaling $140,000 (vest on grant); Governance Chair fee $15,000; no meeting fees .
- FY25 detail: Berry received $115,000 in cash fees (retainer + chair) and $140,000 in stock for total $255,000; ~30% of stock grant value is settled in cash to cover associated taxes .
| Component | FY25 Amount | Terms |
|---|---|---|
| Cash Retainer | $100,000 | Annual cash; paid quarterly . |
| Committee Chair Fee (Governance) | $15,000 | Annual cash; paid quarterly . |
| Equity (Common Stock) | $140,000 | Granted quarterly, fully vests on grant date; ~30% settled in cash for taxes . |
| Meeting Fees | $0 | No Board/committee meeting fees . |
| Total FY25 Director Compensation (Berry) | $255,000 | Sum of cash + equity . |
Grant date fair values used for quarterly stock awards: Mar 1, 2024 $124.37/sh; Jun 3, 2024 $106.31/sh; Sep 3, 2024 $53.58/sh; Dec 2, 2024 $73.79/sh .
Performance Compensation
- Director equity is not performance-conditioned; grants are time-vested common stock that fully vest at grant. No director bonus, options, or performance metrics apply to non-employee director pay .
| Award Type | Performance Metrics | Vesting |
|---|---|---|
| Common Stock (quarterly) | None | Fully vests at grant . |
Other Directorships & Interlocks
| Company | Relationship to HELE | Potential Interlock/Conflict |
|---|---|---|
| Amer Sports (Advisory Board) | Consumer/sporting brands; no disclosed direct related-party transactions with HELE | No related person transactions reported; advisory role noted . |
| BazaarVoice (Former Director) | Prior board role in retail tech | Historical; no current interlock . |
Related party transactions: Audit Committee reported none requiring disclosure in FY25; interim CFO prior consulting disclosed (pre-officer), not requiring approval .
Expertise & Qualifications
- Digital commerce/DTC leadership across global brands and startups; expertise in consumer insights, digital data, social media, product merchandising .
- Skills matrix recognition in corporate strategy/governance, sales/marketing, and IT/digital experience contributing to Board diversity of capabilities .
Equity Ownership
- Beneficial ownership: 5,940 shares (as of May 15, 2025); HELE shares outstanding: 22,944,220; implies ≈0.026% ownership .
- Director stock ownership guidelines: Minimum holding equal to 3x annual cash retainer; five-year compliance window; all directors in compliance as of proxy date .
- Hedging/pledging: Prohibited; no director/NEO pledging or hedging arrangements in place .
| Item | Value |
|---|---|
| Shares Beneficially Owned | 5,940 |
| Shares Outstanding (Denominator) | 22,944,220 |
| Ownership % | ≈0.026% (computed from cited values) |
| Ownership Guideline | ≥3x annual cash retainer; 5 years to comply |
| Compliance Status | In compliance (all directors) |
| Hedging/Pledging | Prohibited; none in place |
Governance Assessment
- Board effectiveness: Berry’s leadership as Governance Chair strengthens oversight of sustainability, succession, and governance policies; her 100% attendance and multi-committee service signal strong engagement .
- Independence & structure: Independent status, independent committee memberships, and separate Chair/CEO with regular executive sessions align with best practices for investor confidence .
- Pay alignment: Director pay mix emphasizes equity grants (time-vested, immediate vesting) to align with shareholders; clear guidelines (3x retainer) and compliance bolster alignment; absence of meeting fees reduces pay inflation risk .
- Conflicts/related-party exposure: No director-related party transactions disclosed for FY25; Amer Sports advisory role noted without disclosed transactions; insider reporting delinquencies do not list Berry .
- Shareholder signals: Prior say-on-pay support >91% (FY24) indicates broad shareholder alignment with compensation governance, though executive incentives—not director pay—were the subject of that vote .
RED FLAGS
- None disclosed specific to Berry: no related-party transactions, no hedging/pledging, no attendance issues, and compensation consultant FW Cook identified as independent with no conflicts .