Vincent Carson
HELEN OF TROYAbout Vincent D. Carson
Vincent D. Carson, age 65, is an independent director of Helen of Troy (HELE) serving since 2018. He retired as the company’s Chief Legal Officer and Secretary in August 2018 after a long internal legal leadership tenure and prior 16-year private practice in El Paso, Texas, giving him deep company-specific legal and governance expertise that the Board highlights as a key qualification . The Board has affirmatively determined Carson is independent under NASDAQ listing standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Helen of Troy | Vice President, General Counsel & Secretary | Nov 2001 – Sep 2010 | Led legal function; corporate governance and compliance |
| Helen of Troy | SVP, General Counsel & Secretary | Sep 2010 – Apr 2014 | Expanded legal leadership; governance oversight |
| Helen of Troy | Chief Legal Officer & Secretary | May 2014 – Aug 2018 | Senior legal executive; retired Aug 2018 |
| Private Practice (El Paso, TX) | Attorney | ~16 years (prior to 2001) | Litigation/commercial practice; foundation for corporate legal expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Not disclosed | — | — | No current public company directorships disclosed in proxy |
Board Governance
- Committee assignments: Compensation Committee (member) and Nominating Committee (member) .
- Committee chair roles: None; Compensation Chair is Darren G. Woody; Nominating Chair is Timothy F. Meeker .
- Independence: Board determined Carson and all nominees are independent under NASDAQ standards (including for Audit, Compensation, Nominating, Governance committees) .
- Attendance and engagement: The Board held 4 regular and 1 additional meeting in FY25; each Director attended all Board and applicable committee meetings .
- Executive sessions: Independent directors meet without management; any independent director can call sessions .
- Shareholder communications: Audit Committee receives and routes shareholder communications to Board/committees; anonymous hotline available .
Fixed Compensation
| Component (FY25) | Amount ($) | Notes |
|---|---|---|
| Annual cash retainer | 100,000 | Paid quarterly ($25,000) |
| Committee chair fee | 0 | Not a chair; chair fees: Audit $20k, Compensation $20k, Nominating $15k, Governance $15k |
| Meeting fees | 0 | No other attendance/committee fees paid |
| Total cash fees (Carson) | 100,000 | Per Director compensation table |
Performance Compensation
| Equity Component (FY25) | Grant Mechanics | Value ($) | Vesting/Terms |
|---|---|---|---|
| Quarterly Common Stock awards | First business day each fiscal quarter; fair market value at close; approx. 30% of grant value settled in cash for taxes | 140,000 (Carson) | Grants fully vest on grant date; Director equity vest immediate |
| Grant-date share prices | Mar 1: $124.37; Jun 3: $106.31; Sep 3: $53.58; Dec 2: $73.79 | — | Applies to FY25 quarterly grants |
Performance metrics for director compensation: None; director equity grants are not tied to operating/financial performance and vest on grant .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Carson |
| Interlocks/overlaps | None disclosed; Audit Committee reviewed related-person transactions and reported none requiring approval in FY25 |
| Prior public boards | Not disclosed in Carson biography |
Expertise & Qualifications
- Former CLO/Secretary with long internal tenure; unique knowledge of HELE’s structure, consumer products industry, and multi-jurisdiction legal matters .
- Corporate strategy/governance skills highlighted among Board competencies; Carson is listed under “Corporate Strategy/Governance” and “M&A” skill categories in the Board matrix .
- Legal background supports Compensation and Nominating committee work during CEO transition and ongoing governance program execution .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Vincent D. Carson | 15,237 | <1% | Based on 22,944,220 shares outstanding at May 15, 2025 |
| Directors’ ownership guidelines | Must hold ≥3× annual cash retainer; compliance reviewed annually | — | All directors in compliance as of proxy date |
| Hedging/pledging policy | Prohibits pledging and hedging (e.g., short selling, options, collars) by Directors/NEOs; no existing pledging/hedging arrangements |
Governance Assessment
- Board effectiveness: Carson’s deep internal legal leadership and governance experience strengthen oversight on Compensation and Nominating committees; Board confirms independence under NASDAQ despite prior employment, which reduces conflict concerns .
- Attendance/engagement: Full attendance at Board and committee meetings indicates strong engagement .
- Compensation alignment: Director pay remained flat in FY25 (no changes to non-employee Director compensation), avoiding pay escalation amid macro challenges; equity grants vest immediately but are subject to ownership guidelines and insider trading constraints .
- Shareholder signals: Strong re-election support for Carson and approval of say-on-pay and the 2025 Stock Plan at the Aug 20, 2025 AGM reinforce investor confidence in governance and pay design .
- Director election votes (2025 AGM): For 18,960,334; Against 451,584; Abstain 31,800; Broker Non-Votes 2,225,381 .
- Say-on-pay votes (2025 AGM): For 18,587,564; Against 805,059; Abstain 51,095; BNV 2,225,381 . Prior 2024 say-on-pay received >91% support, indicating sustained approval trend .
- RED FLAGS: None disclosed regarding related-party transactions, pledging, hedging, or attendance; note that prior executive status can present perceived independence concerns, but formal independence determination and committee composition mitigate this .
AGM Voting Detail (Investor Confidence Indicators)
| Proposal (Aug 20, 2025) | For | Against | Abstain | Broker Non-Votes | Outcome |
|---|---|---|---|---|---|
| Elect Vincent D. Carson | 18,960,334 | 451,584 | 31,800 | 2,225,381 | Elected |
| Advisory vote on executive compensation | 18,587,564 | 805,059 | 51,095 | 2,225,381 | Approved |
| Approve 2025 Stock Incentive Plan | 18,766,619 | 648,576 | 28,523 | 2,225,381 | Approved |
| Ratify Grant Thornton LLP | 21,263,746 | 362,579 | 42,774 | — | Approved |
Related Party & Conflicts Review
- Related-person transactions: Audit Committee reported none requiring approval in FY25; one non-reportable consulting arrangement (interim CFO pre-appointment) noted; no Carson-specific transactions disclosed .
- Independence determinations: Carson and all nominees deemed independent for committee eligibility under NASDAQ and SEC rules .
- Clawback policy: Company maintains Dodd-Frank/SOX-compliant recoupment policy for erroneously awarded incentive-based compensation; applies to awards granted under equity plans .
Director Compensation Summary (FY25)
| Name | Fees Earned/Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Vincent D. Carson | 100,000 | 140,000 | 240,000 |
Footnotes: Stock awards computed using grant-date fair values; FY25 grant-date per-share prices: Mar 1 $124.37; Jun 3 $106.31; Sep 3 $53.58; Dec 2 $73.79; director equity vests upon grant; ~30% of grant value settled in cash for tax obligations .
Policy Frameworks Supporting Governance Quality
- Stock ownership guidelines (Directors): ≥3× cash retainer; all directors compliant as of proxy date .
- Insider trading: Pre-clearance required; 10b5-1 plans need pre-approval; trading limited to open windows .
- Committee charters & rotation: Formal charters with periodic rotation evaluation; FY25 chairs unchanged .
- Sustainability oversight: Governance Committee oversees sustainability and succession planning; Board receives regular updates .