Tessa Judge

About Tessa Judge

Chief Legal Officer of Helen of Troy (HELE) since March 2022; joined HELE in 2015 (Assistant General Counsel → General Counsel in Aug 2018 → CLO). Age 41 as of the 2025 proxy. Prior experience: seven years as an attorney at Akin Gump Strauss Hauer & Feld LLP. HELE’s pay-for-performance ties Ms. Judge’s incentives to Adjusted Income and Net Sales (annual), and to cumulative adjusted diluted EPS, Adjusted Cash Flow Productivity, and relative TSR (long‑term); FY2025 annual bonus paid zero due to Adjusted Income below threshold .

Past Roles

External Roles

Fixed Compensation

Performance Compensation

Annual Incentive Structure and Outcomes

Long-Term Incentive (LTI) Design (FY2025 grants)

Notes:

• For FY2023 LTI cohort still outstanding in FY2024, Ms. Judge had PRSA target 2,940 shares (threshold 1,470; max 5,880) for performance period ending Feb 28, 2025 .

Equity Ownership & Alignment

Beneficial Ownership (as disclosed)

Unvested/Outstanding Equity (FY-end snapshots)

As of Feb 29, 2024:

As of Feb 28, 2025:

Ownership guidelines, pledging/hedging:

• Stock ownership requirement: CLO must own common stock equal to at least 1× annual salary; executives must hold until compliance; all NEOs in compliance; holding requirements reviewed annually .
• Prohibition: Directors/NEOs are prohibited from pledging or using HELE stock as collateral, and from hedging/shorting/options; no current pledging/hedging arrangements disclosed .

Insider selling pressure context:

• Executives must pre-clear trades and can trade only during open windows; hold‑to‑comply policy limits discretionary selling; equity vesting occurs on disclosed dates (e.g., Mar 1 tranches), potentially creating taxable events but pledging/hedging are banned .

Employment Terms

• Severance Agreement (other NEOs including CLO): If terminated without cause or for good reason (not in connection with change in control): cash severance equal to 100% of base salary + 100% of target annual incentive; pro‑rata annual incentive based on actual performance; pro‑rata vesting of performance RSAs and time RSAs; up to 12 months COBRA benefits .
• Change of Control: If terminated without cause or for good reason within 6 months before/18 months after CoC: cash severance equal to 150% of base salary + 150% of target annual incentive; acceleration of all time‑vested awards; acceleration of all unvested performance‑based awards at target; COBRA benefits .

Illustrative potential payments (per proxy tables):

• As of Feb 28, 2025: Without CoC total $1,429,239; with CoC total $2,376,101 (components and health benefits detailed) .
• As of May 15, 2024 proxy: Without CoC total $1,692,342; with CoC total $2,985,559 .

Restrictive covenants and clawbacks:

• Confidentiality and non‑competition: 18‑month “Restricted Period”; non‑compete and non‑solicit of customers/employees; injunctive relief and forfeiture/recoupment of awards upon breach; notice to future employer; optional 180‑day lockup around registered offerings .
• Clawback: Board-adopted compensation recoupment policy compliant with SEC Rule 10D‑1 and Nasdaq; all Stock Plan awards subject to cancellation/recoupment under Sarbanes‑Oxley §304 and Dodd‑Frank rules .

Perquisites:

• Limited perquisites; typical benefits (401k, group insurance); 2025 “All Other Compensation” for Ms. Judge included 401(k) $7,268, group life $840, health benefit incentive $1,600 . 2024 included 401(k) $7,599, group life $872, health benefit incentive $1,150 .

Investment Implications

• Pay-for-performance integrity: Annual bonus paid zero in FY2025 as Adjusted Income missed threshold, indicating discipline; significant LTI mix in PRSAs tied to EPS, cash flow, and relative TSR aligns with long‑term value creation .
• Retention and turnover risk: Severance multiples of 1.0× (base+bonus) rising to 1.5× upon CoC, plus accelerated vesting at target under CoC, provide retention but create potential event‑driven compensation spikes; Restricted Period and non‑compete reduce mobility risk .
• Insider selling pressure: Time‑based vest dates (Mar 1 tranches) and absence of options suggest periodic RSU/RSAs settlements; however, hold‑to‑comply ownership policy, pre‑clearance, and no pledging/hedging mitigate adverse selling dynamics .
• Alignment and governance: CLO stock ownership requirement (1× salary) and compliance status, clawback policy, and prohibitions on hedging/pledging support shareholder‑friendly alignment; limited perqs lower governance risk .

Overall, Ms. Judge’s compensation structure is moderately leveraged to performance with clear downside exposure (no annual payout when thresholds miss) and long‑term equity mechanisms aligned to EPS, cash generation, and TSR. Change‑of‑control terms are standard for mid‑cap consumer companies; governance practices (clawbacks, no pledging/hedging) reduce risk signals .