Thurman Case
HELEN OF TROYAbout Thurman K. Case
Independent director of Helen of Troy (HELE) since 2017; age 68. Former CFO of Cirrus Logic (2007–2022) with deep experience in strategy, accounting, IT, M&A, auditing, and SEC reporting; holds a BA in Economics and an MBA from New Mexico State University. He chairs HELE’s Audit Committee, is designated the Audit Committee Financial Expert, and also serves on the Corporate Governance Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cirrus Logic, Inc. | Chief Financial Officer | Feb 2007 – May 2022 | Led finance for high-performance, low-power IC company; broad experience in strategy, operations, accounting, IT, M&A, auditing, SEC reporting . |
| Cirrus Logic, Inc. | VP, Treasurer, FP&A | 2004 – 2007 | Financial planning and treasury leadership . |
| Cirrus Logic, Inc. | Vice President, Finance | 2002 – 2004 | Finance leadership . |
| Cirrus Logic, Inc. | Director of Finance | 2000 – 2002 | Finance leadership . |
| Case Associates, Inc.; Public Service Co. of New Mexico | Financial leadership roles | Prior to 2000 | Various financial leadership positions . |
External Roles
| Organization | Role | Tenure/Status |
|---|---|---|
| Triad Semiconductor | Director | Current . |
Board Governance
- Committees: Audit Committee Chair; Corporate Governance Committee member .
- Financial expert: Board determined Case qualifies as the “audit committee financial expert” (Item 407(d)(5) Reg S-K) .
- Independence: Board affirmed all eight nominees, including Case, are independent under Nasdaq standards .
- Attendance: Board held 5 meetings in FY25; each director attended all Board and their committee meetings; Audit and Governance committees met 4 times each in FY25 .
- Executive sessions and leadership: Independent directors meet without management; any independent director can call sessions. Roles of Chair and CEO are separated .
- Risk oversight: Audit oversees financial reporting, compliance, data protection and cybersecurity risks; committee routinely meets with CFO, reviews Code of Ethics, and consults counsel as needed .
Fixed Compensation (Director Fees – FY25)
| Component | Amount |
|---|---|
| Annual cash retainer (non-employee directors) | $100,000 . |
| Committee chair fee – Audit (annual) | $20,000 . |
| Meeting/committee fees | None paid . |
| Cash fees earned by Case (FY25) | $120,000 (includes Audit Chair fee) (see table with individual director totals). |
Performance Compensation (Director Equity – FY25)
| Element | Details |
|---|---|
| Annual equity value (non-employee directors) | $140,000 in pre-tax Common Stock, granted in equal-value quarterly installments; grants fully vest on grant date; c.30% settled in cash for tax liabilities . |
| Grant date fair values (per share) | $124.37 (Mar 1, 2024); $106.31 (Jun 3, 2024); $53.58 (Sep 3, 2024); $73.79 (Dec 2, 2024) . |
| Equity earned by Case (FY25) | $140,000 stock awards (director compensation table) . |
| Options | Company does not currently grant stock options or similar option-like instruments to directors or associates . |
| Clawback/recoupment | Awards under the 2025 Stock Plan subject to recoupment consistent with SEC and Nasdaq rules (Rule 10D-1) . |
Performance metric table (directors):
| Metric | Policy for Directors |
|---|---|
| Performance-based metrics for director pay | None disclosed; non-employee director equity is time-based and vests immediately at grant; no options . |
| Hedging/pledging | Prohibited; pre-approval for Rule 10b5-1 plans; trading only in open windows with pre-clearance . |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public boards | Triad Semiconductor (private company board noted; no other public company boards disclosed) . |
| Compensation committee interlocks | Company reports no compensation committee interlocks; Case is not a member of the Compensation Committee . |
Expertise & Qualifications
- Audit Committee Financial Expert designation by the Board .
- Skills matrix: Financial/Accounting; Information Technology/Digital/Cybersecurity; M&A; Corporate Strategy/Governance among areas attributed to Case .
- Education: BA Economics and MBA, New Mexico State University .
- Prior executive experience: Public company CFO; extensive SEC reporting and governance exposure .
Equity Ownership
| Item | Data |
|---|---|
| Beneficial ownership (May 15, 2025) | 6,118 shares (less than 1%) . |
| Shares outstanding base (for percent calc) | 22,944,220 shares outstanding on May 15, 2025 . |
| Director stock ownership guideline | Minimum 3x annual cash retainer; measured annually; five-year compliance window; sales restricted until met . |
| Compliance status | All directors are in compliance with stock ownership and holding guidelines . |
| Pledging/hedging | Prohibited; currently none of directors or NEOs have pledging/hedging arrangements . |
Insider trading and filings:
| Aspect | Status |
|---|---|
| Section 16(a) compliance (FY25) | Company indicates all required filings satisfied except two late filings by former CEO and one late Form 5 by another director; no issues indicated for Case . |
Related Party Transactions (Conflicts)
- Audit Committee reported no related-person transactions requiring approval under SEC rules in FY25 (other than interim CFO consulting pre-appointment, which did not require Audit Committee approval); no director-related transactions disclosed for Case .
Say-on-Pay & Shareholder Feedback (Board Oversight Context)
- 2024 say-on-pay support exceeded 91% of votes present, which the Compensation Committee viewed as confirmation of program design; the Board conducts year-round shareholder engagement .
Governance Assessment
- Strengths: Independent director with CFO pedigree; Audit Chair and designated financial expert; 100% attendance; strong risk oversight including cybersecurity; robust director ownership requirements and compliance; anti-hedging/pledging policy; no related-party exposure disclosed for Case .
- Compensation alignment: Standardized director pay structure (cash retainer plus fixed-value equity); no meeting fees; equity vests immediately but offset by strict ownership guidelines and holding requirements .
- RED FLAGS: None identified in disclosures—no attendance issues, no pledging/hedging, no related-person transactions tied to Case, no interlocks reported .