Scott Uzzell
HELEN OF TROYAbout Scott Uzzell
G. Scott Uzzell (age 59) was appointed Chief Executive Officer of Helen of Troy (HELE) effective September 1, 2025, after a broad consumer-brands leadership career at Nike, Converse, and Coca-Cola; he holds a B.S. from Florida A&M and an MBA from the University of Chicago Booth School of Business . Early in his tenure, management reported Q2 FY26 net sales of $431.8M (down 8.9% YoY), GAAP diluted loss per share of ($13.44) driven by non-cash impairments, and adjusted diluted EPS of $0.59; FY26 guidance was net sales of $1.739–$1.780B and adjusted EPS of $3.75–$4.25, reflecting a turnaround agenda he articulated on arrival . The company recorded $326.4M pre-tax impairments in Q2 and $740.8M in the first six months of FY26 amid stock-price pressure and brand write-downs, underscoring execution risk and the need for portfolio and margin rebuilds .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Nike, Inc. | Corporate VP & GM, North America | Jun 2023 – Dec 2024 | Led >$21B region and ~30,000 employees across Nike and Jordan Brands . |
| Converse, Inc. (Nike) | President & CEO | Jan 2019 – May 2023 | Led turnaround based on new product innovation and marketplace excellence . |
| The Coca‑Cola Company | President, Venturing & Emerging Brands (VEB) | ~15 years leadership culminating in VEB role | Built a portfolio of high-growth brands (e.g., Honest Tea, BodyArmor, Health‑Ade, Fairlife) via investments/M&A . |
| Brentwood Advisors, LLC | Founding Partner | Pre‑HELE | Growth advisory for emerging brands . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| SC Johnson | Director | Current | Publicly disclosed corporate board role . |
| Florida A&M University | Board | Current | University governance/advisory position . |
| Univ. of Chicago Booth | Advisory Board | Current | Business school advisory role . |
Fixed Compensation
| Element | Terms |
|---|---|
| Base Salary | $1,100,000 per year . |
| Annual Bonus Target | 125% of base salary; maximum 200% of base salary under Annual Incentive Plan (AIP) . |
Performance Compensation
| Program | Metric | Weighting | Target/Opportunity | Vesting/Measurement |
|---|---|---|---|---|
| Company AIP, recent design (context) | Adjusted Income | 80% | FY25 target $232.2M; threshold $197.4M; max $255.5M | Annual; FY25 no AIP payout as adj. income threshold not met . |
| Company AIP, recent design (context) | Net Sales | 20% | FY25 target $2.073B; threshold $1.762B; max $2.280B | Annual; no payout since adjusted income threshold not met . |
| CEO FY26 AIP (Uzzell) | Set by Compensation Committee under AIP | n/a | 125% target; 200% max of eligible earnings | Requires threshold achievement; no pro‑rata unless contractually provided . |
| FY27 LTI (from Mar 1, 2026) | Performance RSAs | 60% of target | Up to $4.5M target cap per year (plan limit applies) | 3‑year performance; metrics set by Committee (may include TSR components per plan mechanics) . |
| FY27 LTI (from Mar 1, 2026) | Time‑vested RSAs | 40% of target | Up to $4.5M target cap per year (plan limit applies) | 3 equal annual installments from grant date . |
| One‑time Sign‑on – Cash | n/a | n/a | $500,000 lump sum | Repay pro‑rata (net of taxes) if voluntary resignation or termination for Cause within 12 months . |
| One‑time Sign‑on – RSAs | Time‑vested | n/a | $1,000,000 | 3 equal annual installments from grant date . |
| One‑time Sign‑on – RSAs | Performance RSAs (Share Value Goal) | n/a | $2,250,000 | Vests at end of 3‑year period (to Aug 31, 2028) if average closing price meets 10% CAGR target from effective date . |
Notes: The company’s FY25 AIP design provides context for historical performance metrics; FY26 CEO AIP metrics are set by the Committee under the AIP framework and require threshold achievement; no guarantee of pro‑rata payout unless specified .
Equity Ownership & Alignment
- Stock ownership guideline: CEO required to own shares equal to ≥4× annual salary; executives have 5 years to reach the guideline; holdings exclude unearned performance awards; ongoing monitoring annually .
- Hedging/pledging: Strict prohibitions on pledging, hedging, short sales, and unapproved 10b5‑1 plans; trades require pre‑clearance .
- Rule 10b5‑1 plans: No officers or directors adopted/terminated 10b5‑1 plans in the quarter ended Aug 31, 2025 (pre‑start quarter) .
- Sign‑on RSAs: time‑vested RSAs create annual vesting events; performance RSAs cliff‑vest only upon achieving 10% share‑price CAGR by Aug 31, 2028, aligning with TSR .
Employment Terms
| Topic | Key Terms |
|---|---|
| Term/Status | At‑will; either party may terminate subject to agreement terms . |
| Governing Law/Forum | Texas law; venue El Paso County courts; arbitration per DRAPA with mediation step . |
| Relocation | Expected within 6 months to a designated city with reasonable commute; standard relocation benefits . |
| Restrictive Covenants | Non‑disparagement; confidentiality and DTSA carve‑outs; companywide policies apply . |
| Clawback | Subject to SEC/NASDAQ‑compliant clawback policy and Sarbanes‑Oxley/Dodd‑Frank frameworks . |
Severance and Change‑of‑Control (CoC) Economics
| Scenario | Cash | Bonus | Equity | Benefits |
|---|---|---|---|---|
| Termination w/o Cause or for Good Reason (no CoC) | 12 months base salary | 100% of target AIP + pro‑rata AIP based on actual results | Pro‑rata vest of performance awards (at actual) and pro‑rata next‑anniversary tranche for time awards | COBRA paid up to 12 months (earlier if covered elsewhere) . |
| Termination w/o Cause or for Good Reason within 6 months before/18 months after CoC | 18 months base salary | 150% of target AIP + pro‑rata target AIP | Immediate vest of all time‑vested awards; performance awards vest at target; extended option exercise per plan | COBRA paid up to 18 months (earlier if covered elsewhere) . |
| 280G Excise Tax | “Best‑net” cutback (no gross‑up) to maximize after‑tax value . |
Performance & Track Record
| Metric | Q2 FY25 | Q2 FY26 |
|---|---|---|
| Net Sales ($M) | 474.2 | 431.8 . |
| GAAP Diluted EPS ($) | 0.74 | (13.44) . |
| Adjusted Diluted EPS ($) | 1.21 | 0.59 . |
Additional context:
- FY26 outlook: net sales $1.739–$1.780B; GAAP diluted loss per share ($29.90)–($29.40); adjusted diluted EPS $3.75–$4.25 .
- Impairments: $326.4M pre‑tax in Q2 FY26 and $740.8M in 1H FY26 due to sustained stock price decline and intangible write‑downs across brands (Hydro Flask, Osprey, Health & Wellness, Drybar, Curlsmith, Revlon) .
- CEO succession costs: $3.5M in 1H FY26 .
Board Governance (Director Service and Independence)
- Appointment to Board: The Board appointed Uzzell as a director on Nov 4, 2025; no committee assignments; no additional compensation for Board service .
- Structure: HELE maintains separate Chair and CEO roles, with an independent Chairman; majority‑independent Board and standing independent committees (Audit, Compensation, Nominating, Governance) .
Risk Indicators & Red Flags
- Business risk: Significant FY26 impairments and margin pressure highlight execution risk in brand portfolio and cost structure; succession costs noted .
- Pay design governance: Company‑wide clawback policy in line with SEC/NASDAQ; no excise‑tax gross‑ups; prohibition on pledging/hedging; CEO ownership guideline of 4× salary with 5‑year compliance window .
- Related party/independence: No related‑party transactions or family relationships disclosed in his appointment; relocation/indemnification standard .
Compensation Structure Analysis
- Mix and risk: Uzzell’s ongoing LTI is 60% performance‑based and 40% time‑vested (FY27 onward), somewhat more time‑based than HELE’s recent CEO design (historically ~75% performance/25% time for FY25), implying slightly lower performance leverage but higher retention weight .
- Share‑price alignment: The $2.25M sign‑on performance RSAs require a 10% share‑price CAGR over three years (to Aug 31, 2028), directly tying a meaningful award to TSR improvement .
- Cash sign‑on safeguard: $500k sign‑on is repayable pro‑rata if he resigns voluntarily or is terminated for Cause within 12 months, tempering near‑term attrition risk .
Employment & Contracts (Retention and Transition)
- At‑will with robust severance: 12 months salary + 100% target bonus (no CoC) and 18 months salary + 150% target bonus (CoC window), plus equity vesting mechanics and COBRA, provide competitive protection while conditioning payments on a release and (for performance equity) actual outcomes away from CoC .
- Dispute resolution and law: DRAPA arbitration framework; Texas venue and law; confidentiality and non‑disparagement provisions .
Investment Implications
- Alignment and upside torque: The sign‑on performance RSAs (10% share‑price CAGR hurdle) and performance‑weighted LTI (60%) focus incentives on TSR and multi‑year earnings/cash flow progress, while prohibitions on hedging/pledging and 4× salary ownership guidelines strengthen alignment .
- Retention dynamics and selling pressure: Annual vesting of time‑based tranches (sign‑on and future LTI) creates discrete supply overhang windows beginning one year post‑grant; however, the 12‑month cash sign‑on repayment and cliff‑vesting of performance RSAs (2028) moderate near‑term selling pressure and encourage tenure .
- Execution risk and timing: Large FY26 impairments and soft demand set a low base but underscore the need for brand revitalization, distribution productivity, and margin rebuild; initial FY26 outlook and commentary emphasize a multi‑year recovery, with management prioritizing consumer‑led innovation and operational efficiency .