Timothy Meeker
HELEN OF TROYAbout Timothy F. Meeker
Timothy F. Meeker, age 78, has served on Helen of Troy’s Board since 2004 and as non-executive Chairman since 2014. He is independent under NASDAQ standards and currently chairs the Nominating Committee. His background spans 40+ years in consumer products, including senior sales leadership at Bristol-Myers Squibb and Meeker & Associates, with deep experience across sales, distribution, finance, HR, customer service, facilities, and mass retail marketing .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bristol-Myers Squibb (Clairol Division) | Vice President of Sales | 1989–1996 | Led sales for a major consumer brand; mass retail expertise |
| Bristol-Myers Squibb | Senior VP, Sales & Customer Development | 1996–2002 | Senior commercial leadership across consumer and pharma |
| Meeker & Associates (private firm) | President & Principal | Since 2002 | General management; operational perspective valued by HELE Board |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| National Association of Chain Drug Stores (NACDS) | Chairman of Advisory Committee | Not disclosed | Brings mass market retail sales/marketing insights to HELE Board |
Board Governance
- Roles: Non-executive Chairman (since 2014); Chair, Nominating Committee .
- Independence: Determined independent under NASDAQ standards (multiple years) .
- Attendance: FY25—each Director attended all Board/committee meetings; FY24—each Director ≥80%; FY23—each Director ≥75% except Abromovitz; FY22—each Director ≥93% .
- Committee work history:
- FY25: Nominating (Chair); Governance chaired by Berry; Compensation chaired by Woody; Audit chaired by Case .
- FY24: Nominating (Chair); Governance chaired by Berry; Compensation chaired by Woody; Audit chaired by Case .
- FY23: Nominating (Chair), Compensation member; Governance chaired by Berry; Audit chaired by Case .
Fixed Compensation
| Item | FY2021 | FY2023 | FY2024 | FY2025 |
|---|---|---|---|---|
| Cash Fees (annual) | $225,000 | $230,000 | $230,000 | $230,000 |
| Components (indicative) | $100,000 cash retainer; Chair of Board $115,000; committee chair fees per schedule | $100,000 cash retainer; Chair of Board $115,000; Nominating Chair $15,000 | $100,000 cash retainer; Chair of Board $115,000; Nominating Chair $15,000 | $100,000 cash retainer; Chair of Board $115,000; Nominating Chair $15,000 |
| Stock Awards (value) | $130,000 | $140,000 | $140,000 | $140,000 |
| Total | $355,000 | $370,000 | $370,000 | $370,000 |
Grant mechanics and tax handling:
- Director compensation set at $100,000 cash retainer and $140,000 pre-tax Common Stock annually; stock grants made in quarterly equal-value installments, vest immediately; approximately 30% of grant value settled in cash for taxes .
- FY2025 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) .
Performance Compensation
Directors do not have performance-based pay; equity awards vest on grant with no performance conditions. The company emphasizes pay-for-performance for executives and prohibits hedging/pledging, but director compensation is fixed/equity-based without performance metrics .
| Performance Metric | Director Disclosure |
|---|---|
| Short-term metrics (revenue, EBITDA, TSR) | Not applicable to director pay; none disclosed |
| Long-term PSU metrics/vesting | None; director RSUs/restricted stock vest at grant |
| Clawback provisions applied to directors | Not specified; clawbacks described in executive program |
Other Directorships & Interlocks
- Public company boards: None disclosed for Meeker in HELE proxies reviewed .
- Interlocks/related-party: No reportable related-person transactions in FY25/FY24/FY23/FY22; standard Audit Committee pre-approval policy in place .
Expertise & Qualifications
- Extensive consumer products experience (40+ years); senior sales/commercial leadership; general management breadth (sales, distribution, finance, HR, customer service, facilities) .
- Mass market retail marketing perspective; NACDS advisory chair experience .
- Board-level skills matrix shows corporate strategy/governance and sales/marketing strengths across the Board; Meeker identified among independent nominees .
Equity Ownership
| As-of Date | Shares Beneficially Owned | % of Shares Outstanding | Pledged |
|---|---|---|---|
| May 15, 2023 | 6,472 | <1% (base 24,087,694 shares) | None disclosed; company prohibits hedging/pledging |
| May 15, 2024 | 7,354 | <1% (base 23,282,661 shares) | None disclosed; company prohibits hedging/pledging |
| May 15, 2025 | 8,833 | ~0.0385% (22,944,220 shares; computed) | None disclosed; company prohibits hedging/pledging |
Stock ownership guidelines and compliance:
- Non-employee Directors must hold shares equal to ≥3× annual cash retainer; must reach within five years; cannot sell until compliant and cannot sell below required level thereafter; as of the proxy, all Directors in compliance .
Governance Assessment
- Board effectiveness: Meeker provides seasoned consumer/retail operating judgment and chairs the Nominating Committee, responsible for board composition, evaluations, and chair rotations; this aligns with HELE’s stated governance practices (majority independent board, separate Chair/CEO, annual elections, executive sessions) .
- Engagement: FY25 attendance was perfect across Directors, signaling high engagement; prior years show strong attendance levels (≥80%/≥75%/≥93%) .
- Alignment: Director ownership guidelines (3× cash retainer) with “hold-until-compliant” and immediate vesting equity support alignment; Meeker’s beneficial ownership has increased over time; company-wide prohibition on hedging/pledging further aligns interests .
- Compensation structure: Director cash/equity mix stable; stock award increased from $130k to $140k effective Mar 1, 2022; Nominating Chair fee increased from $10k to $15k—incremental changes consistent with peer benchmarking by independent consultant FW Cook; no meeting fees; clear chair fee schedule .
- Conflicts/related-party exposure: No related-person transactions reported across FY22–FY25; compensation committee interlocks—none reported in FY23; independence affirmed annually .
- RED FLAGS: None observed in filings reviewed—no pledging, no related-party transactions, strong attendance, independent chair role (separate from CEO). Monitor continued succession planning oversight and director refreshment cadence (Nominating Committee meetings decreased in FY25) .