e.l.f. Beauty, Inc DEF 14A, filed Jul 12, 2024

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

DEF 14A 2024-07-12 For: 2024-08-22

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Added on June 12, 2026

About this DEF 14A

e.l.f. Beauty, Inc filed this DEF 14A on July 12, 2024.

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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 12, 2024


	page		page

Introduction	1	Compensation Program Components	54
Our Board of Directors	8	Other Compensation Information	63
Proposal 1: Election of Three Class II Directors	8	Compensation Committee Report	66
Director Nominees	10	Executive Compensation Tables	67
Continuing Directors	13	Summary Compensation Table	67
About our Board	20	Grants of Plan-Based Awards	68
The Role and Responsibilities of our Board	22	Outstanding Equity Awards at Fiscal Year-End	69
How our Board is Organized	23	Stock Option Exercises and Stock Vested	70
How our Directors are Selected	27	Potential Payments upon Termination or Change in Control	71
How our Directors are Evaluated	29	Chief Executive Officer Pay Ratio	73
Meeting Attendance	29	Pay vs. Performance	75
How our Directors are Paid	30	Compensation Committee Interlocks and Insider Participation	80
How You can Communicate with our Board	32	Equity Compensation Plan Information	81
Our Company	33	Our Stockholders	82
Our Executive Officers	33	Beneficial Ownership of Common Stock	82
Our Team, Culture, and Commitments	36	Delinquent Section 16(a) Reports	84
Certain Relationships and Related Party Transactions	40	Stockholder Engagement	84
Corporate Governance Materials	41	Stockholder Proposals	84
Proposal 2: Vote to Approve an Amendment to our Amended and Restated Certificate of Incorporation	42	Audit Matters	86
Executive Compensation	44	Proposal 4: Ratification of Appointment of Independent Registered Public Accounting Firm	86
Proposal 3: Advisory Vote to Approve Compensation Paid to our Named Executive Officers	44	Audit Fees and Services	87
Compensation Discussion and Analysis	45	Pre-Approval Policy	87
Named Executive Officers	45	Audit Committee Report	88
Executive Summary	46	Additional Information	89
Compensation Philosophy, Objectives, and Design	50	Questions and Answers	93
Compensation Setting Process	51	Annex A: GAAP to Non-GAAP Reconciliation Tables	100
		Annex B: Proposed Officer Exculpation Amendment	102


(1)			Source: Factset, March 2024.
(2)			Employee demographic figures based on our full-time employees as of March 31, 2024. Diversity percentage excludes our employees outside of the United States. We are an equal opportunity employer and do not use gender or any other protected criteria as a factor in any employment decisions, such as hiring, promotions or compensation.



(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 23, 2024.
(4)			According to the Piper Sandler Semi-Annual Taking Stock With Teens® Survey, Spring 2024.


Dear Fellow Stockholders, Our exceptional performance in FY 2024 underscores the world class team at e.l.f. Beauty and our deep connection with our consumers, as we again strengthened our market position. We hit a major milestone this year—achieving over $1 billion in net sales. In FY 2024, we grew net sales by 77%, delivered approximately $128 million in net income and grew Adjusted EBITDA by 101%. We closed the fiscal year delivering our 21st consecutive quarter of both net sales growth and market share gains.						Tarang Amin Chairman and CEO

Complementing our financial performance, I’m proud that we continue to lead with purpose as we strive to create a different kind of beauty company, one that is both purpose-led and results-driven. We are one of only four public companies in the U.S. (out of nearly 4,200 public companies) with a board of directors that is at least two-thirds women and at least one-third diverse. Through our recently launched “Change the Board Game” initiative, we are now encouraging other companies to diversify their boards. Recognizing that putting more diversity in seats of power will take the partnership of other companies, our ambition is to help double the rate of women and diverse members added to U.S. corporate boards by 2027. It’s an exciting time at e.l.f. Beauty. We have evolved over our 20-year history from a digitally native indie brand to an industry leader, reaching the number 2 rank in U.S. mass color cosmetics and rapidly growing in skin care. Our value proposition, powerhouse innovation and disruptive marketing engine have allowed us to drive exceptional, consistent, category-leading growth. And with the significant whitespace that we see in color cosmetics, skin care and international, we believe we are still in the early innings of unlocking the full potential for our brands. We are pleased to invite you to attend our 2024 annual meeting of stockholders (the “2024 annual meeting”). The following pages include a formal notice of the 2024 annual meeting and our proxy statement. These materials describe various matters on the agenda for, and provide details regarding admission to, the 2024 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 2024 annual meeting of stockholders (the “2024 annual meeting”). For information about registering, attending and voting at the 2024 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 22, 2024.
						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, 2024 are available at www.edocumentview.com/ELF. On or about July 12, 2024, 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 2024 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,” “continue,” "could,” “due,” “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, 2024, 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. Therefore, our products 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 its 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.


Build Brand Demand

•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 fifth consecutive season. We grew our mindshare by 16 points versus last year, with our 38% mindshare now over four times the level of the number 2 brand. •We’re growing our audience beyond Gen Z. Recent surveys show e.l.f. Cosmetics ranks number 2 in mindshare 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 in everything we do. •We continue to generate buzz-worthy moments for our community through our brand-on-brand partnerships with like-minded disruptors. Our latest limited edition product collaboration with Liquid Death, one of the fastest growing beverage brands, generated over 12 billion impressions.


Power Digital

			•In FY 2024, our digital consumption trends were up nearly triple digits year over year, supported by enhancements across our loyalty program, our mobile app as well as digital and social platforms. •e.l.f. Cosmetics’ Beauty Squad loyalty program grew to over 4.8 million members, up 30% year over year. Our loyalty members continue to be a key part of our digital ecosystem, driving almost 80% of our sales on elfcosmetics.com. •At the end of FY 2024, our e.l.f. mobile app boasted a 4.8 star rating and surpassed over two million downloads.




•We have a unique ability to deliver high quality “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 2024 included e.l.f. Cosmetics’ Glow Reviver Lip Oil and Camo Liquid Blush as well as e.l.f. SKIN’s Bronzing Drops. •Our innovation engine has built category leadership over time. Five years ago, 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.


Drive Productivity with Retail Partners

			•Our U.S. business grew net sales 71% year over year in FY 2024, supported by strength across our national retail partners. In Target, our longest standing national retail customer, e.l.f. Cosmetics is the number one cosmetics brand. We expanded our market share at Target to 23% in Q4 of FY 2024, growing our business by over 70% for the year. •Our international business grew net sales 116% year over year in FY 2024, with international contributing approximately 15% of our net sales. In Canada, we increased our rank to the number 3 brand in Q4 of FY 2024 as compared to the number 6 brand a year ago. In the UK, we increased our rank to the number 4 brand in Q4 of FY 2024 as compared to number 7 a year ago.


Deliver Profitable Growth

•In March of 2024, we rang the bell at the New York Stock Exchange to commemorate our 20th anniversary as a company and to celebrate the exceptional, consistent category-leading growth we’ve delivered over the past two decades. •In FY 2024, we grew net sales by 77% year over year, increased gross margin by approximately 330 basis points, grew net income by 108% and Adjusted EBITDA by
101% year over year, and increased market share by 305 basis points.


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


			Maria Ferreras

			•Global Head of Partnerships of Netflix, Inc. •Board term to begin at the 2024 annual meeting


Tiffany Daniele
Age: 42						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 in Commerce from University of Virginia
Independent
Director since: May 2022
Term ends: 2024
Committees: Audit
Key qualifications:
•Capital Allocation
•Consumer Products
•Corporate Governance
•Financial Literacy
•HR, Exec. Comp. & Talent Mgmt.
•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: 52						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: N/A
Term ends: N/A
Committees: None
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
Age: 58						Current Occupation and Select Prior Experience •Faire Wholesale, Inc., an online wholesale marketplace company ◦President (July 2024 to present) ◦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 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: 2024
Committees: Comp. (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.


Tarang Amin Chairman
Age: 59						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) •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 (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 and retail businesses •Member of the board of directors of Pharmavite LLC, a privately held dietary supplements company 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 and retail businesses provides him with the qualifications and skills to serve as a member of our Board.


Lori Keith
Age: 55						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 •Member of the executive committee of Parnassus Investments •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.


Beth Pritchard Lead Independent Director
Age: 77						Current Occupation and Select Prior Experience •Sunrise Beauty Studio, LLC, a beauty branding company ◦Principal and Strategic Advisor (February 2009 to October 2017) •M.H. Alshaya Co., a multinational retail franchise operator based in the Middle East ◦North American Advisor (2008 to 2013) •Dean & DeLuca, Inc., a gourmet and specialty foods retailer ◦President and CEO and subsequent Vice Chairman (2006 to 2009) •Organized Living Inc., an organization products company ◦President and Chief Executive Officer (2004 to 2005) •L Brands, Inc., a multinational apparel and retail company ◦Various executive positions, including President and CEO of Bath & Body Works, CEO of Victoria’s Secret Beauty, and CEO of The White Barn Candle Company (1991 to 2003) Other Public Company Boards •Loblaw Companies Limited (TSE: L), a food and pharmacy company—former member of its governance, employee development, nominating and compensation committee and its risk and compliance committee (2014 to 2024) •Cabela’s Inc. (prior to acquisition, NYSE: CAB), an outdoor products retailer (2011 to 2017, when it was acquired) •Vitamin Shoppe, Inc. (NYSE: VSI), a retailer of nutritional supplements (2008 to 2018) Other Affiliations/Experience/Information •Over 30 years of experience leading consumer products and retail businesses •Former member of the boards of directors of numerous private companies •2019 National Association of Corporate Directors Directorship 100 Honoree Education •B.A. in International Relations from the University of Wisconsin-Milwaukee •M.B.A. from Marquette University
Independent
Director since: November 2017
Term ends: 2025
Committees: NomGov (Chair)
Key qualifications:
•Consumer Products
•Corporate Governance
•Marketing/Sales/Bus. Dev.
•Operations
•Public Company
•Retail/Beauty
•Senior Leadership
•Strategic Planning










We believe Ms. Pritchard’s extensive leadership experience in the retail and beauty industries provides her with the qualifications and skills to serve as a member of our Board.


Kenny Mitchell
Age: 48						Current Occupation and Select Prior Experience •Levi Strauss & Co., a 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.
Key qualifications:
•Consumer Products
•Corporate Governance
•HR, Exec. Comp. & Talent Mgmt.
•Public Company
•Senior Leadership
•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: 47						Current Occupation and Select Prior Experience •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 •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: 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 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: 56						Current Occupation and Select Prior Experience •Madison Reed, Inc., a hair care and color company ◦Chief Product Officer (March 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 •Chair of the board of directors of the San Francisco AIDS Foundation Education •B.A. in Political Science and French from Middlebury College
Independent
Director since: August 2015
Term ends: 2026
Committees: NomGov
Key qualifications:
•Consumer Products
•Corporate Governance
•International Business
•Marketing/Sales/Bus. Dev.
•Retail/Beauty
•Senior Leadership
•Strategic Planning


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.



	1	of only	4
public companies in the U.S. with a board of directors that has at least...

		&


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


name			position
Tarang Amin			Chairman
Lauren Cooks Levitan			Chair of the Compensation Committee
Beth Pritchard			Lead Independent Director and Chair of the Nominating and Corporate Governance Committee
Richard Wolford			Chair of the Audit 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.


•personal and professional integrity						•conflicts of interest

•ethics and values						•experience as a board member or executive officer of another publicly held company

•experience in corporate management, such as serving as an officer or former officer
						•diversity of expertise and experience in substantive matters pertaining to our business relative to other Board members

•practical and mature business judgment

•experience in the industry in which we operate


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 grant date 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 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	$52,788	$139,929	$	192,717
Lori Keith(2)	$58,549	$139,929	$	198,478
Lauren Cooks Levitan	$55,302	$139,929	$	195,231
Kenny Mitchell(2)	$50,035	$139,929	$	189,964
Beth Pritchard	$71,390	$139,929	$	211,319
Gayle Tait(2)	$63,057	$139,929	$	202,986
Maureen Watson(2)	$48,000	$139,929	$	187,929
Richard Wolford(2)	$59,970	$139,929	$	199,899


name	unexercised stock options	RSUs(1)
Tiffany Daniele	—	1,169
Lori Keith	—	1,633
Lauren Cooks Levitan	27,324	1,169
Kenny Mitchell	—	1,587
Beth Pritchard	—	1,169
Gayle Tait	—	1,545
Maureen Watson	7,875	1,570
Richard Wolford	—	1,670

(1) 100% of the RSUs will vest on the date of the 2024 annual meeting, subject to the director’s continued service through such date.


Tarang Amin Chief Executive Officer and President
Age: 59			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: 43			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 March 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: 46			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: 55			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