e.l.f. Beauty, Inc DEF 14A, filed Jul 9, 2025

e.l.f. Beauty, Inc. (ELF)

DEF 14A 2025-07-09 For: 2025-08-21

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Added on June 12, 2026

About this DEF 14A

e.l.f. Beauty, Inc filed this DEF 14A on July 9, 2025.

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¨						Preliminary Proxy Statement

¨						Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

x						Definitive Proxy Statement

¨						Definitive Additional Materials

¨						Soliciting Material Pursuant to §240.14a-12


By Order of the Board of Directors,

Scott Milsten
General Counsel and Corporate Secretary
Oakland, California
July 9, 2025


			page

Introduction			1
Our Board of Directors			8
Proposal 1: Election of Three Class I I I Directors			8
Director Nominees			10
Continuing Directors			13
About our Board			19
The Role and Responsibilities of our Board			21
How our Board is Organized			21
How our Directors are Selected			26
How our Directors are Evaluated			28
Meeting Attendance			28
How our Directors are Paid			29
How You can Communicate with our Board			31
Our Company			32
Our Executive Officers			32
Our Team, Culture, and Commitments			35
Certain Relationships and Related Party Transactions			39
Corporate Governance Materials			40
Executive Compensation			41
Proposal 2: Advisory Vote to Approve Compensation Paid to our Named Executive Officers			41
Compensation Discussion and Analysis			42
Named Executive Officers			42
Executive Summary			43
Compensation Philosophy, Objectives, and Design			47
Compensation Setting Process			48
Compensation Program Components			51


			page

Other Compensation Information			59
Compensation Committee Report			65
Executive Compensation Tables			66
Summary Compensation Table			66
Grants of Plan-Based Awards			67
Outstanding Equity Awards at Fiscal Year-End			68
Stock Option Exercises and Stock Vested			69
Potential Payments upon Termination or Change in Control			69
Chief Executive Officer Pay Ratio			73
Pay vs. Performance			75
Compensation Committee Interlocks and Insider Participation			80
Equity Compensation Plan Information			81
Our Stockholders			82
Beneficial Ownership of Common Stock			82
Delinquent Section 16(a) Reports			84
Stockholder Engagement			84
Stockholder Proposals			84
Audit Matters			86
Proposal 3: Ratification of Appointment of Independent Registered Public Accounting Firm			86
Audit Fees and Services			87
Pre-Approval Policy			87
Audit Committee Report			88
Additional Information			89
Questions and Answers			93
Annex A: GAAP to Non-GAAP Reconciliation Tables			100


		board of directors(1)		senior leadership(2)		all employees(3)
Gender
Female		67	%	57	%	71	%
Male		33	%	43	%	29	%
Age
Gen Z and Millennial		—		—		54	%
All other		100	%	100	%	46	%
Race/Ethnicity
Black or African American		11	%	14	%	5	%
Hispanic or Latinx		11	%	—		16	%
Asian		22	%	29	%	17	%
Alaskan Native or Native American		—		—		—
Two or more races or ethnicities		—		—		4	%
White		56	%	57	%	58	%

(1)	Board of Directors statistics reflect the resignation of Beth Pritchard, effective March 31, 2025, as well as the appointment of Chip Bergh to the Board, effective as of April 1, 2025.
(2)	Senior Leadership includes our executive officers and the Vice President, General Manager of our China operations.
(3)	Employee demographic figures based on our full-time employees as of March 31, 2025. Race/ethnicity percentages exclude our employees outside of the United States. Note: We are an equal opportunity employer and do not use race, ethnicity, gender or any other protected criteria as a factor in any employment decisions, such as hiring, promotions or compensation.


Dear Fellow Stockholders, Our performance in FY 2025 underscores the world class team at e.l.f. Beauty and our deep connection with our community, delivering on our mission to make the best of beauty accessible to every eye, lip and face. In a dynamic environment, we continued to deliver industry-leading results, putting e.l.f. Beauty in a rarified group – 1 of 6 public consumer companies out of 546 — to experience 25 consecutive quarters of both net sales and market share growth. In FY 2025, we grew net sales by 28%, delivered approximately $112 million in net income and grew Adjusted EBITDA by 26%.*						Tarang Amin Chairman and CEO

Our value proposition, powerhouse innovation and disruptive marketing engine continue to fuel our market share gains. In FY 2025, we gained market share across our largest geographies, including 190 basis points of share in the U.S., 170 basis points of share in Canada and 270 basis points of share in the UK. e.l.f. Cosmetics continues to outperform category trends and is the number 1 U.S. mass cosmetics brand by unit share and number 2 by dollar share, and is the fastest growing among the top 20 mass brands. In skin care, we own two of the fastest growing mass skin care brands — e.l.f. SKIN and Naturium. We continue to see significant whitespace in color cosmetics, skin care and international, and we believe we have the right strategy to drive continued category-leading growth in the years to come. We are particularly pleased with our performance given the dynamic environment we saw this past year — a period marked by industry-wide softer demand and challenging headwinds. We commend the hard work of our team, who executed with excellence to drive our business while staying true to our vision to create a different kind of company by building brands that disrupt norms, shape culture and connect communities through positivity, inclusivity and accessibility. e.l.f. always leads by example with a focus on being both purpose-led and results-driven. e.l.f. was founded 21 years ago on the principle of democratizing access. We started with product and have since expanded our efforts to democratize access to the highest seats of power with our Change the Board Game initiative to expand corporate boards to include more voices; to playing fields with our many Women in Sports partnerships; and to dreams, by supporting bold disruptors like astronaut and activist Amanda Nguyen who we helped realize a lifelong ambition of going into space. I am incredibly proud of the work we do and how we do it — always with kind hearts. As a stockholder, you are an important part of our community. We are pleased to invite you to attend our 2025 annual meeting of stockholders (the “2025 annual meeting”). The following pages include a formal notice of the 2025 annual meeting and our proxy statement. These materials describe various matters on the agenda for, and provide details regarding admission to, the 2025 annual meeting. We hope you will exercise your rights as a stockholder and fully participate in our future. Your vote is important to us. Thank you for your ongoing support of, and continued interest in, e.l.f. Beauty. Sincerely,


E.L.F. BEAUTY, INC. NOTICE OF ANNUAL MEETING OF STOCKHOLDERS



YOUR VOTE IS VERY IMPORTANT! Make your vote count. Please cast your vote as soon as possible, even if you plan to attend our 2025 annual meeting of stockholders (the “2025 annual meeting”). For information about registering, attending and voting at the 2025 annual meeting, please see under the heading “Additional Information—Important Information Regarding the Virtual Meeting” on page 89 of the proxy statement.						Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on August 21, 2025.
						This Notice of Annual Meeting of Stockholders, the accompanying proxy statement and e.l.f.’s Annual Report on Form 10-K for the year ended March 31, 2025 are available at www.edocumentview.com/ELF. On or about July 9, 2025, we expect to mail to stockholders entitled to vote the Notice of Internet Availability containing instructions on how to access our proxy materials for the 2025 annual meeting.


This proxy statement (this “Proxy Statement”) contains forward-looking statements within the meaning of the federal securities laws. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “aim,” “anticipate,” “assume,” ”believe,” “contemplate,” “commit,” “continue,” "could,” “due,” “ensure,” “estimate,” “expect,” “goal,” “intend,” “may,” “objective,” “plan,” “predict,” “potential,” “positioned,” “seek,” “should,” “target,” “will,” “would” and other similar expressions that are predictions of or indicate future events and future trends, or the negative of these terms or other comparable terminology. These forward-looking statements are based on management's current expectations, estimates, forecasts, projections, beliefs and assumptions and are not guarantees of future performance. Although we believe that the expectations reflected in the forward-looking statements are reasonable, the actual results and conduct of our activities, including the development, implementation, or continuation of any program, policy, or initiative discussed or forecasted in this Proxy Statement, may differ materially from those expectations. Factors that could cause actual results to differ materially from those in the forward-looking statements include, among other things, the risks and uncertainties that are contained in our filings with the United States Securities and Exchange Commission (the “SEC”), including our Annual Report on Form 10-K for the year ended March 31, 2025, as such filings may be amended, supplemented or superseded from time to time by other reports we file with the SEC. Potential investors are urged to consider these factors carefully in evaluating the forward-looking statements. The forward-looking statements included in this Proxy Statement speak only as of the date hereof. Except as required by law, we assume no obligation to update or revise these forward-looking statements for any reason, even if new information becomes available in the future. In addition, we make certain claims and assertions regarding the nature of our products, including that they are “clean, vegan and cruelty free.” We have a complex supply chain and have limited visibility into certain of our third-parties’ practices and policies. Moreover, the meaning of certain terms in the spaces of sustainability and ethically sourced materials is continually evolving. While certain of our efforts discussed herein are based on policies and procedures that we believe apply appropriate levels of support, there can be no guarantee that such efforts will be successful in all situations. Our products and processes may ultimately be determined not to meet any subjective or objective standard, definition or framework that relates to or implicates the claims we have made. Furthermore, changes in sustainability standards, metrics and the methodologies underlying the goals we have used and set with respect to sustainability-related matters, or changes with respect to third-party information used with respect to our sustainability-related disclosures, may cause results or the perceived environmental or social impact of selected projects or products to differ materially and adversely from the statements, estimates and beliefs made or communicated by us or by third parties to us. Similarly, various of our disclosures (either herein or elsewhere, such as on our website) provide information in response to third-party frameworks or stakeholder expectations but are not necessarily “material” for purposes of our reporting obligations under the U.S. federal securities laws or other regulatory regimes. Even if we use language of “materiality” or similar, such language is subject to various definitions, particularly in the sustainability context.



(1)			See Annex A for a reconciliation of net income to Adjusted Net Income.
(2)			See Annex A for a reconciliation of net income to Adjusted EBITDA.
(3)			According to Nielsen xAOC 12 weeks ending March 22, 2025.
(4)			According to the Piper Sandler Semi-Annual Taking Stock With Teens® Survey, Spring 2025.


Passionate Team of Owners

			•Our talented employees are at the core of our business strategy. Our commitment to our people and our High Performance Team (“HPT”) culture is evident in our 90% employee engagement score, 18 percentage points above the consumer industry benchmark, with 97% of our employees recommending e.l.f. as a great place to work. •We take a unique “one-team” approach to compensation. All full-time employees receive a base salary, are bonus eligible under the same bonus plan tied to our financial performance and receive an annual equity award in e.l.f. Beauty stock. We believe we are one of the few public consumer companies that grants equity on an annual basis to every employee—strongly aligning our team with the long-term interests of our stockholders.


Powerhouse Innovation

•Our flagship e.l.f. Cosmetics and e.l.f. SKIN brands are known for their “holy grails”—taking inspiration from our community and the best products in prestige, and bringing them to market at an extraordinary value. Major product launches in FY 2025 included e.l.f. Cosmetics’ Power Grip Dewy Setting Spray as well as e.l.f. SKIN’s Holy Hydration! Thirst Burst Drops. •Our innovation engine has built category leadership over time. In 2018, e.l.f. Cosmetics had the number 1 or 2 position across eight segments of the color cosmetics category. Today, e.l.f. has the number 1 or 2 position across eighteen segments, which collectively make up almost 80 percent of e.l.f. Cosmetics’ sales. •We believe innovation is key to our success and we are proud to be named to Fast Company's list of “The World's Most Innovative Companies of 2025.”


Disruptive Marketing Engine

•We believe we have a unique ability to combine the best of beauty, culture and entertainment to attract and engage generations of consumers across a variety of platforms. •In Piper Sandler’s latest Taking Stock With Teens Survey, e.l.f. Cosmetics ranked the number 1 teen brand for the seventh consecutive season. Our 35% mindshare is now 3.5 times the number 2 brand. •We’re growing our audience beyond Gen Z. Recent surveys show e.l.f. Cosmetics ranks number 1 in purchases among millennials and number 1 in mindshare among Gen Alpha. This progress in penetrating mindshare across cohorts shows that e.l.f. is becoming a multi-generational brand, driven by positivity, inclusivity and accessibility.
•We believe our marketing is working, delivering ROI multiples above industry benchmarks and expanding our unaided brand awareness from 13% in 2020 to 33% in 2024. The leading U.S. mass cosmetics brand has 55% unaided awareness, giving us confidence in continued runway for growth.


Value Proposition

•Each of our brands has accessible pricing relative to its competitive set and furthers our mission of making the best of beauty accessible to every eye, lip and face. As an example, e.l.f. Cosmetics’ average product price point in the U.S. is approximately $6.50, as compared to other leading mass cosmetics brands which have average product price points over $9.50 and prestige cosmetics brands which have average product price points over $20, according to Nielsen. Importantly, with e.l.f., we believe our consumers don't have to compromise. We continue to hear from consumers that we deliver quality that's often better than prestige. •Our value proposition is evident in our strong unit growth, with e.l.f. Cosmetics being the only top 5 mass cosmetics brand in the U.S. to grow units in FY 2025, according to Nielsen.


Productivity Model

			•Founded as a digitally native brand, our flagship e.l.f. Cosmetics brand is the only top five U.S. mass cosmetics brand with its own direct-to-consumer e-commerce site. We leverage insights from our site and Beauty Squad loyalty program to proactively change out up to 20% of our retail assortment each year. This approach has led us to be the most productive mass cosmetics brand on a dollar per linear foot basis with our largest retail customers globally. •In FY 2025, we grew our U.S. business net sales 23% year over year. In Target, our longest standing national retail customer, e.l.f. Cosmetics maintained our number 1 Cosmetics brand rank with over 20% market share. In FY 2025, we increased our rank in Walmart to the number 2 brand, up from number 3 a year ago.
•Our international business grew net sales 60% year over year in FY 2025, with international contributing approximately 19% of our net sales. In the UK, we increased our rank to the number 3 mass cosmetics brand by dollar share in FY 2025, as compared to number 5 a year ago. In Canada, we increased our rank to the number 3 mass cosmetics brand by dollar share in FY 2025 as compared to the number 4 brand a year ago.


Proposal 1: Election of Three Class III Directors
þ FOR ALL			Our Board unanimously recommends a vote “FOR” all of the nominees for Class III director. Our Board believes we have the right directors to lead e.l.f. Beauty. Our nominees, all of whom are current members of our Board, have strong consumer products, operations, retail, senior leadership, strategic planning and public company board experience, and a deep understanding of our business.


			Lori Keith

			•Portfolio Manager of the Parnassus Mid-Cap Fund •Director since 2020 •Audit Committee and NomGov Committee Member


Tarang Amin Chairman


Age: 60						Current Occupation and Select Prior Experience •e.l.f. Beauty, Inc. ◦Chief Executive Officer (January 2014 to present) ◦Chairman of the Board (August 2015 to present) ◦President (March 2019 to present) •Schiff Nutrition, Inc. (prior to acquisition, NYSE: SHF), a manufacturer of nutritional supplements ◦President and Chief Executive Officer (March 2011 to January 2013, when it was acquired by Reckitt Benckiser) •The Clorox Company, a multinational manufacturer and marketer of consumer products ◦Vice President, General Manager, Litter, Food, and Charcoal Strategic Business Units (April 2008 to March 2013) Other Public Company Boards •The J.M. Smucker Co., a manufacturer of food and beverage products — member of Compensation and People Committee (August 2023 to present) •Schiff Nutrition, Inc. (2011 to 2013, when it was acquired) Other Affiliations/Experience •Over 30 years of experience leading consumer products businesses •Member of the board of directors of Pharmavite LLC, a privately held nutritional supplements company •Member of The Conference Board’s Committee for Economic Development and of The Wall Street Journal’s CEO Council •Member of the Board of Advisors, Duke University Center of Leadership & Ethics Education •B.A. in International Policy from Duke University •M.B.A. from Duke University
Director since: 2014
Term ends: 2025
Committees: None
Key qualifications:
•Capital Allocation
•Consumer Products
•Corporate Governance
•Cybersecurity/Data Privacy
•ESG & Climate Risks
•Financial Literacy
•HR, Exec. Comp. & Talent Mgmt.
•Info. Services & Technology
•International Business
•Legal/Regulatory
•Marketing/Sales/Bus. Dev.
•Operations
•Public Company
•Retail/Beauty
•Risk Management
•Senior Leadership
•Shareholder Advocacy
•Strategic Planning
•Tech/Digital Media


We believe Mr. Amin’s extensive experience leading consumer products businesses provides him with the qualifications and skills to serve as a member of our Board.


Chip Bergh


Age: 67						Current Occupation and Select Prior Experience •Harvard Business School, a leading private university ◦Senior Lecturer (July 2024 to present) •Levi Strauss & Co., a global brand-name apparel company ◦President and Chief Executive Officer (September 2011 to January 2024) ◦Director (September 2011 to April 2024) •Procter & Gamble Co., a world-leading multinational consumer goods company ◦Group President, Global Male Grooming (2009 to September 2011) ◦Various other executive roles, including managing businesses in multiple regions worldwide (1983 to 2009) Other Public Company Boards •HP, Inc. (NYSE: HPQ), a leading provider of computers, printers, and printer supplies—current chair of the board and member of the HR and Compensation, Nominating, Governance and Social Responsibility Committee (June 2015 to present) •Pinterest, Inc. (NYSE: PINS), a visual search and discovery platform—current chair of the governance committee and member of the compensation committee (2024 to present) Other Affiliations/Experience/Information •Over 40 years of experience leading consumer products and retail businesses •Former member of the boards of directors of VF Corporation and the Economic Development Board of Singapore Education •B.A. in International Affairs from Lafayette College
Independent
Director since: April 2025
Term ends: 2025
Committees: None
Key qualifications:
•Capital Allocation
•Consumer Products
•Corporate Governance
•ESG & Climate Risks
•Financial Literacy
•HR, Exec. Comp. & Talent Mgmt.
•International Business
•Legal/Regulatory
•Marketing/Sales/Bus. Dev.
•Operations
•Public Company
•Retail/Beauty
•Risk Management
•Senior Leadership
•Shareholder Advocacy
•Strategic Planning


We believe Mr. Bergh’s extensive experience in executive leadership at large global companies, and his strong operational and strategic background with significant experience in brand management and international business management, provide him with the qualifications and skills to serve as a member of our Board.


Lori Keith


Age: 56						Current Occupation and Select Prior Experience •Parnassus Investments, an investment advisor ◦Portfolio Manager of the Parnassus Mid-Cap Fund (October 2008 to present) ◦Director of Research (July 2020 to present) ◦Senior Research Analyst (2005 to 2008) •Deloitte Corporate Finance LLC, a global professional services firm ◦Vice President of Investment Banking (2001 to 2003) Other Affiliations/Experience/Information •Nearly 20 years of investing in consumer products and retail businesses •Former member of the board of trustees of The Athenian School Education •B.A. in Economics from the University of California, Los Angeles •M.B.A. from Harvard Business School
Independent
Director since: July 2020
Term ends: 2025
Committees: NomGov & Audit
Key qualifications:
•Capital Allocation
•Consumer Products
•Corporate Governance
•Cybersecurity/Data Privacy
•ESG & Climate Risks
•Financial Literacy
•HR, Exec. Comp. & Talent Mgmt.
•Public Company
•Retail/Beauty
•Risk Management
•Senior Leadership
•Shareholder Advocacy
•Strategic Planning


We believe Ms. Keith’s extensive financial and institutional investment experience, and expertise in ESG matters, provide her with the qualifications and skills to serve as a member of our Board.


Kenny Mitchell


Age: 49						Current Occupation and Select Prior Experience •Levi Strauss & Co., a global brand-name apparel company ◦SVP, Chief Marketing Officer (June 2023 to present) •Snap, Inc., a camera and social media company ◦Chief Marketing Officer (June 2019 to May 2023) •McDonald’s Corporation, a fast food company ◦Vice President, Brand Content and Engagement (February 2018 to June 2019) •Gatorade, a division of PepsiCo, Inc., a global food and beverage company ◦Head of Consumer Engagement (March 2015 to February 2018) Other Affiliations/Experience/Information •Nearly 20 years of brand and marketing experience •Member of the advisory board at The Tuck School of Business at Dartmouth •Member of the board of the Sanford School •Advisor to Overtime Elite, a professional basketball league for high schoolers Education •A.B. in Economics and Sociology from Dartmouth College •M.B.A. from The Tuck School of Business at Dartmouth
Independent
Director since: November 2020
Term ends: 2026
Committees: Comp. (Chair)
Key qualifications:
•Consumer Products
•Corporate Governance
•HR, Exec. Comp. & Talent Mgmt.
•International Business
•Marketing/Sales/Bus. Dev.
•Public Company
•Retail/Beauty
•Senior Leadership
•Shareholder Advocacy
•Strategic Planning
•Tech/Digital Media


We believe Mr. Mitchell’s extensive experience in building iconic brands through fully-integrated and award-winning marketing programs provides him with the qualifications and skills to serve as a member of our Board.


Gayle Tait


Age: 48						Current Occupation and Select Prior Experience •GT Advisory, a business consulting and services company ◦Advisor (January 2025 to present) •Trove, a resale platform for brands and retailers ◦CEO (May 2022 to June 2024) ◦President (January 2021 to May 2022) •Google LLC, a global technology company ◦Managing Director, Global Retail & Payments Activation, Google Play (April 2016 to December 2020) ◦Director of Consumer Electronics (October 2015 to March 2016) ◦Director of CPG (March 2014 to October 2015) •L’Oréal, a global beauty company ◦Managing Director for the UK & Ireland (April 2009 to February 2014) Other Affiliations/Experience/Information •More than 20 years of global general management, marketing and commercial experience spanning consumer goods, payments, e-commerce and digital marketing •Member of the board of directors of Trove (August 2021 to January 2025) •Advisor to First Horizon Bank’s Technology Advisory Board Education •B.A. in English and Modern Languages from Oxford University
Independent
Director since: November 2022
Term ends: 2026
Committees: Comp.
Key qualifications:
•Capital Allocation
•Consumer Products
•Corporate Governance
•Cybersecurity/Data Privacy
•ESG & Climate Risks
•Financial Literacy
•HR, Exec. Comp. & Talent Mgmt.
•Info Services & Technology
•International Business
•Legal/Regulatory
•Marketing/Sales/Bus. Dev.
•Operations
•Public Company
•Retail/Beauty
•Risk Management
•Senior Leadership
•Shareholder Advocacy
•Strategic Planning
•Tech/Digital Media


We believe Ms. Tait’s extensive management, marketing and commercial experience in the consumer goods and technology industries provides her with the qualifications and skills to serve as a member of our Board.


Maureen Watson


Age: 57						Current Occupation and Select Prior Experience •Madison Reed, Inc., a hair care and color company ◦Chief Product Officer (August 2015 to present) •Sephora USA, Inc., a cosmetics and personal care products retailer ◦Senior Vice President, Merchandising (March 2013 to March 2015) •Lucky Brand, Inc., a clothing company ◦Senior Vice President, Global Sales and Merchandising of Lucky Brand Jeans (September 2010 to September 2011) Other Affiliations/Experience/Information •Over 30 years of retail experience •Member of the board of directors of the San Francisco AIDS Foundation (April 2017 to June 2023; Chair, January 2021 to June 2023) Education •B.A. in Political Science and French from Middlebury College
Independent
Director since: August 2015
Term ends: 2026
Committees: NomGov (Chair)
Key qualifications:
•Consumer Products
•Corporate Governance
•ESG & Climate Risks
•HR, Exec. Comp. & Talent Mgmt.
•International Business
•Legal/Regulatory
•Marketing/Sales/Bus. Dev.
•Operations
•Public Company
•Retail/Beauty
•Risk Management
•Senior Leadership
•Strategic Planning
•Tech/Digital Media


We believe Ms. Watson’s extensive cosmetics, beauty, and consumer products experience as well as her experience in senior leadership roles provide her with the qualifications and skills to serve as a member of our Board.


Tiffany Daniele


Age: 43						Current Occupation and Select Prior Experience •Union Square Hospitality Group, LLC, a leading restaurant group in NYC ◦Chief Financial Officer (October 2020 to present) •Cole Haan, Inc., a footwear and accessories retailer ◦Vice President of Financial Planning & Analysis (February 2020 to June 2020) •Tapestry, Inc., a New-York-based house of modern luxury brands ◦Vice President, Global Corporate Financial Planning & Analysis (December 2017 to February 2020) •Kate Spade & Company, a global retail based company that operated lifestyle brands primarily focused on the sale of accessories and apparel ◦Various Financial Planning & Analysis roles (January 2012 to December 2017) Other Affiliations/Experience/Information •Former Chief Financial Officer of USHG Acquisition Corp. (NYSE: HUGS), a special purpose acquisition corporation sponsored by USHG which wound down in early 2023 •Over 10 years of experience working at luxury retail brands Education •B.A. in Commerce from University of Virginia
Independent
Director since: May 2022
Term ends: 2027
Committees: Audit
Key qualifications:
•Capital Allocation
•Consumer Products
•Corporate Governance
•Financial Literacy
•Info Services & Technology
•International Business
•Marketing/Sales/Bus. Dev.
•Operations
•Public Company
•Retail/Beauty
•Risk Management
•Senior Leadership
•Strategic Planning


We believe Ms. Daniele’s financial expertise and retail experience provide her with the qualifications and skills to serve as a member of our Board.


Maria Ferreras


Age: 53						Current Occupation and Select Prior Experience •Netflix, Inc., a multinational streaming entertainment service company ◦Global Head of Partnerships (June 2021 to present) ◦Global Head Business Development (February 2021 to June 2021) ◦VP, Business Development EMEA (April 2017 to February 2021) •Alphabet Inc. (previously Google, Inc.), a global technology company ◦Director of YouTube Partnerships (January 2007 to April 2017) •Orange S.A., a French multinational telecommunications company ◦Director of TV & Media (February 2005 to January 2007) Other Affiliations/Experience/Information •Nearly 30 years of experience forging strategic partnerships, driving tech innovation, and leading international expansion, marked by significant contributions to digital transformation •Recognized among the top 100 most influential Latinos by Bloomberg and ALPFA (Association of Latino Professionals for America) Education •Master’s Degree in Telecommunications, Software Engineering from Universidad Politécnica de Madrid •Marketing Postgraduate Degree from ESIC, Marketing School •Corporate Director Certificate from Harvard Business School
Independent
Director since: August 2024
Term ends: 2027
Committees: NomGov
Key qualifications:
•Consumer Products
•Corporate Governance
•ESG & Climate Risks
•HR, Exec. Comp. & Talent Mgmt.
•Info. Services & Technology
•International Business
•Legal/Regulatory
•Marketing/Sales/Bus. Dev.
•Operations
•Risk Management
•Senior Leadership
•Shareholder Advocacy
•Strategic Planning
•Tech/Digital Media


We believe Ms. Ferreras’ extensive international strategic experience as well as her experience driving digital innovation with an entertainment lens for global corporations provide her with the qualifications and skills to serve as a member of our Board.


Lauren Cooks Levitan Lead Independent Director


Age: 59						Current Occupation and Select Prior Experience •Root, a co-founding platform for building and scaling innovative consumer businesses ◦Co-Chief Executive Officer (June 2025 to present) •Faire Wholesale, Inc., an online wholesale marketplace company ◦President (July 2024 to June 2025) ◦Chief Financial Officer (September 2019 to July 2024) • Fanatics, Inc., a retailer of licensed sports apparel and merchandise ◦Chief Financial Officer (June 2015 to September 2019) •Moxie Capital LLC, a private equity firm ◦Co-Founder and Managing Partner (January 2009 to May 2015) Other Affiliations/Experience/Information •Over 25 years of financial and accounting experience •Member of the board of directors of Crew Knitwear, a privately held women and girls clothing company •Member of the board of directors of Faire (July 2025 - present) Education •B.A. in Political Science from Duke University •M.B.A. from Stanford University Graduate School of Business
Independent
Director since: June 2016
Term ends: 2027
Committees: Audit (Chair)
Key qualifications:
•Capital Allocation
•Consumer Products
•Corporate Governance
•Cybersecurity/Data Privacy
•ESG & Climate Risks
•Financial Literacy
•HR, Exec. Comp. & Talent Mgmt.
•Info. Services & Technology
•International Business
•Legal/Regulatory
•Marketing/Sales/Bus. Dev.
•Operations
•Public Company
•Retail/Beauty
•Risk Management
•Senior Leadership
•Shareholder Advocacy
•Strategic Planning
•Tech/Digital Media


We believe Ms. Levitan’s operational, financial and strategic experience across a variety of retail businesses provide her with the qualifications and skills to serve as a member of our Board.


	percentage of directors
Alaskan Native or Native American	—
Asian	22	%
Black or African American	11	%
Hispanic or LatinX	11	%
Native Hawaiian or Other Pacific Islander	—
White	55	%
Two or More Races or Ethnicities	—
Male	33	%
Female	67	%


name			position
Tarang Amin			Chairman
Lauren Cooks Levitan			Lead Independent Director and Chair of the Audit Committee
Kenny Mitchell			Chair of the Compensation Committee
Maureen Watson			Chair of the Nominating and Corporate Governance Committee


role									key responsibilities

Chairman									•Presides over meetings of our Board.

									•Sets the agendas and schedules for Board meetings in consultation with our Lead Independent Director.

									•Consults and advises our Board and its committees on the business and affairs of e.l.f. Beauty.

									•Performs such other duties as may be assigned by our Board.


Chief Executive Officer									•In charge of the daily affairs of e.l.f. Beauty, subject to the overall direction and supervision of our Board and its committees and subject to such powers as reserved by our Board.


Lead Independent Director									•Together with the Chairman and management, develops and approves Board meeting agendas and meeting schedules.

									•Provides to our Board supplemental materials or information as advisable.

									•Presides at executive sessions of the independent directors.

									•Facilitates discussion and open dialogue among the independent directors.

									•Serves as a liaison between the Chairman and management and the independent directors.

									•Communicates to the Chairman and management, as appropriate, any decisions reached, suggestions, views or concerns expressed by independent directors.

									•In appropriate circumstances and in conjunction with our Board, makes himself or herself available for consultation and communication with our major stockholders.

									•Provides the Chairman with feedback and counsel concerning the Chairman’s interactions with our Board.

									•Performs such functions and duties set forth in the Lead Independent Director Guidelines.


Committee Chairs									•Preside over committee meetings.

									•Set the agenda and schedules for committee meetings.

									•Regularly report to the full Board on committee activities.


retainer		cash(1)		stock award(2)	total
Annual Retainer		$	45,000	$140,000	$	185,000
Lead Independent Director Retainer		$	20,000	—	$	20,000
Audit Committee Chairperson Retainer		$	15,000	—	$	15,000
Audit Committee Member Retainer		$	7,500	—	$	7,500
Compensation Committee Chairperson Retainer		$	10,000	—	$	10,000
Compensation Committee Member Retainer		$	5,000	—	$	5,000
Nominating and Corporate Governance Committee Chairperson Retainer		$	6,000	—	$	6,000
Nominating and Corporate Governance Committee Member Retainer		$	3,000	—	$	3,000

(1)	The cash portion is paid on a quarterly basis, based on a “Board term” (which runs from annual meeting of stockholders to annual meeting of stockholders). If a director does not serve as a non-employee director for the entire quarter, the cash portion of the retainer will be pro-rated based on the portion of the quarter that director served as a non-employee director. Prior to January 1 of any year, a non-employee director may elect to receive all of his or her cash retainers for the following year in the form of time-vesting restricted stock units (“RSUs”), which are granted on the date of the annual meeting of stockholders and vest on the same schedule as the RSU portion of the annual retainer as described in footnote 2.

(2)	Payable in time-vesting RSUs. The actual number of RSUs granted to a non-employee director is calculated by dividing the dollar amount of the award by the closing trading price of our common stock on the date of grant. The dollar amount of the award is pro-rated for new non-employee directors. The RSU portion of the annual retainer is granted on the date of each annual meeting of stockholders, or for new non-employee directors, on the date of appointment, and vests in full on the earlier of (i) the first anniversary of the immediately preceding annual meeting of stockholders or (ii) immediately prior to the next annual meeting of stockholders after the grant date, subject to the director continuing to serve as a non-employee director through the vesting date. All RSUs granted to our non-employee directors pursuant to the Amended and Restated Non-Employee Director Compensation Program vest fully immediately prior to the occurrence of a change in control (as defined in our 2016 Equity Incentive Award Plan).


name	fees earned or paid in cash	stock awards(1)	total
Tiffany Daniele	$52,644	$139,931	$	192,575
Maria Ferreras(2)	$27,321	$139,931	$	167,252
Lori Keith(3)	$55,563	$139,931	$	195,494
Lauren Cooks Levitan	$58,187	$139,931	$	198,118
Kenny Mitchell(3)	$55,052	$139,931	$	194,983
Beth Pritchard(4)	$71,195	$139,931	$	211,126
Gayle Tait(3)	$49,939	$139,931	$	189,870
Maureen Watson(3)	$48,064	$139,931	$	187,995
Richard Wolford(3)(5)	$23,736	—	$	23,736


name	unexercised stock options	RSUs(1)
Tiffany Daniele	—	821
Maria Ferreras	—	821
Lori Keith	—	1,147
Lauren Cooks Levitan	17,094	821
Kenny Mitchell	—	1,144
Beth Pritchard	—	—
Gayle Tait	—	1,114
Maureen Watson	3,875	1,103
Richard Wolford	—	—


Tarang Amin Chief Executive Officer and President
Age: 60			Current Role •Mr. Amin has served as our Chief Executive Officer since January 2014 and as our President since March 2019. More Information •For more information about Mr. Amin, see under the heading “Our Board of Directors—Continuing Directors.”


Mandy Fields Senior Vice President and Chief Financial Officer
Age: 44			Current Role •Ms. Fields has served as our Senior Vice President and Chief Financial Officer since April 2019. Select Prior Experience •Chief Financial Officer of BevMo!, a retailer of alcoholic beverages, from June 2016 to April 2019 •Vice President of Finance and Analytics at Albertsons Companies, a grocery company, from July 2015 to June 2016 Education •B.S. in Finance from Indiana University of Bloomington’s Kelley School of Business


Josh Franks Senior Vice President, Chief Operations Officer
Age: 47			Current Role •Mr. Franks has served as our Senior Vice President, Operations since January 2020 and our Chief Operations Officer since May 2024. Select Prior Experience •Senior Vice President, Operations and Supply Chain, at Lyrical Foods (d/b/a Kite-Hill), a plant-based, dairy-free packaged food manufacturer, from July 2018 to December 2019 •Vice President, Operations and Supply Chain, at Raybern Foods, a packaged food manufacturer, from April 2014 to March 2018 Education •B.S. in Business Administration, Operations Management, and Supply Chain Management from North Carolina State University


Jennie Laar Senior Vice President and Chief Commercial Officer
Age: 56			Current Role •Ms. Laar has served as our Senior Vice President and Chief Commercial Officer since May 2022. Select Prior Experience •Senior Vice President, Global Wholesale at Forma Brands, a beauty brand incubator, from December 2020 to April 2022 •Vice President, Global Wholesale at Forma Brands from April 2017 to December 2020 •Vice President, Sales & Merchandising at Bare Escentuals, a global beauty company, from February 2013 to April 2017 Education •B.A. in Modern European Studies from Nottingham Trent University



Kory Marchisotto Senior Vice President and Chief Marketing Officer
Age: 49			Current Role •Ms. Marchisotto has served as our Senior Vice President and Chief Marketing Officer since February 2019. Select Prior Experience •Senior Vice President, Marketing for bareMinerals, a brand of Shiseido Americas Corporation (TYO: 4911), a global beauty company, from 2016 to 2018 •Senior Vice President of Marketing, Beauty Prestige Group (from 2015 to 2016) and Vice President of Marketing, Beauty Prestige Group (from 2011 to 2015) at Shiseido Americas Corporation Education •Masters of Professional Studies, Cosmetics and Fragrance Marketing and Management from the Fashion Institute of Technology •B.B.A. in Marketing from Pace University’s Lubin School of Business


Scott Milsten Senior Vice President, General Counsel, Chief People Officer, and Corp. Sec.
Age: 55			Current Role •Mr. Milsten has served as our Senior Vice President, General Counsel, and Corporate Secretary since January 2014 and as our Chief People Officer since August 2016. Select Prior Experience •Senior Vice President, General Counsel, and Corporate Secretary at Schiff Nutrition (prior to its acquisition, NYSE: SHF), a manufacturer of nutritional supplements, from July 2011 to January 2013 •Senior Vice President, General Counsel, and Corporate Secretary of Celera Corporation, a health-care diagnostics company (until its acquisition, NASDAQ: CRA), from August 2009 to June 2011, when it was acquired. Education •B.A. in English from Duke University •J.D. from University of Pennsylvania Law School