0001600033DEF 14Afalseiso4217:USD00016000332022-04-012023-03-3100016000332023-04-012024-03-3100016000332021-04-012022-03-3100016000332020-04-012021-03-310001600033ecd:EqtyAwrdsInSummryCompstnTblForAplblYrMemberecd:PeoMember2023-04-012024-03-310001600033ecd:EqtyAwrdsAdjsExclgValRprtdInSummryCompstnTblMemberecd:PeoMember2023-04-012024-03-310001600033ecd:EqtyAwrdsInSummryCompstnTblForAplblYrMemberecd:PeoMember2022-04-012023-03-310001600033ecd:EqtyAwrdsAdjsExclgValRprtdInSummryCompstnTblMemberecd:PeoMember2022-04-012023-03-310001600033ecd:EqtyAwrdsInSummryCompstnTblForAplblYrMemberecd:PeoMember2021-04-012022-03-310001600033ecd:EqtyAwrdsAdjsExclgValRprtdInSummryCompstnTblMemberecd:PeoMember2021-04-012022-03-310001600033ecd:EqtyAwrdsInSummryCompstnTblForAplblYrMemberecd:PeoMember2020-04-012021-03-310001600033ecd:EqtyAwrdsAdjsExclgValRprtdInSummryCompstnTblMemberecd:PeoMember2020-04-012021-03-310001600033ecd:EqtyAwrdsInSummryCompstnTblForAplblYrMemberecd:NonPeoNeoMember2023-04-012024-03-310001600033ecd:EqtyAwrdsAdjsExclgValRprtdInSummryCompstnTblMemberecd:NonPeoNeoMember2023-04-012024-03-310001600033ecd:EqtyAwrdsInSummryCompstnTblForAplblYrMemberecd:NonPeoNeoMember2022-04-012023-03-310001600033ecd:EqtyAwrdsAdjsExclgValRprtdInSummryCompstnTblMemberecd:NonPeoNeoMember2022-04-012023-03-310001600033ecd:EqtyAwrdsInSummryCompstnTblForAplblYrMemberecd:NonPeoNeoMember2021-04-012022-03-310001600033ecd:EqtyAwrdsAdjsExclgValRprtdInSummryCompstnTblMemberecd:NonPeoNeoMember2021-04-012022-03-310001600033ecd:EqtyAwrdsInSummryCompstnTblForAplblYrMemberecd:NonPeoNeoMember2020-04-012021-03-310001600033ecd:EqtyAwrdsAdjsExclgValRprtdInSummryCompstnTblMemberecd:NonPeoNeoMember2020-04-012021-03-310001600033ecd:YrEndFrValOfEqtyAwrdsGrntdInCvrdYrOutsdngAndUnvstdMemberecd:PeoMember2023-04-012024-03-310001600033ecd:ChngInFrValOfOutsdngAndUnvstdEqtyAwrdsGrntdInPrrYrsMemberecd:PeoMember2023-04-012024-03-310001600033ecd:VstngDtFrValOfEqtyAwrdsGrntdAndVstdInCvrdYrMemberecd:PeoMember2023-04-012024-03-310001600033ecd:PeoMemberecd:ChngInFrValAsOfVstngDtOfPrrYrEqtyAwrdsVstdInCvrdYrMember2023-04-012024-03-310001600033ecd:FrValAsOfPrrYrEndOfEqtyAwrdsGrntdInPrrYrsFldVstngCondsDrngCvrdYrMemberecd:PeoMember2023-04-012024-03-310001600033ecd:YrEndFrValOfEqtyAwrdsGrntdInCvrdYrOutsdngAndUnvstdMemberecd:PeoMember2022-04-012023-03-310001600033ecd:ChngInFrValOfOutsdngAndUnvstdEqtyAwrdsGrntdInPrrYrsMemberecd:PeoMember2022-04-012023-03-310001600033ecd:VstngDtFrValOfEqtyAwrdsGrntdAndVstdInCvrdYrMemberecd:PeoMember2022-04-012023-03-310001600033ecd:PeoMemberecd:ChngInFrValAsOfVstngDtOfPrrYrEqtyAwrdsVstdInCvrdYrMember2022-04-012023-03-310001600033ecd:FrValAsOfPrrYrEndOfEqtyAwrdsGrntdInPrrYrsFldVstngCondsDrngCvrdYrMemberecd:PeoMember2022-04-012023-03-310001600033ecd:YrEndFrValOfEqtyAwrdsGrntdInCvrdYrOutsdngAndUnvstdMemberecd:PeoMember2021-04-012022-03-310001600033ecd:ChngInFrValOfOutsdngAndUnvstdEqtyAwrdsGrntdInPrrYrsMemberecd:PeoMember2021-04-012022-03-310001600033ecd:VstngDtFrValOfEqtyAwrdsGrntdAndVstdInCvrdYrMemberecd:PeoMember2021-04-012022-03-310001600033ecd:PeoMemberecd:ChngInFrValAsOfVstngDtOfPrrYrEqtyAwrdsVstdInCvrdYrMember2021-04-012022-03-310001600033ecd:FrValAsOfPrrYrEndOfEqtyAwrdsGrntdInPrrYrsFldVstngCondsDrngCvrdYrMemberecd:PeoMember2021-04-012022-03-310001600033ecd:YrEndFrValOfEqtyAwrdsGrntdInCvrdYrOutsdngAndUnvstdMemberecd:PeoMember2020-04-012021-03-310001600033ecd:ChngInFrValOfOutsdngAndUnvstdEqtyAwrdsGrntdInPrrYrsMemberecd:PeoMember2020-04-012021-03-310001600033ecd:VstngDtFrValOfEqtyAwrdsGrntdAndVstdInCvrdYrMemberecd:PeoMember2020-04-012021-03-310001600033ecd:PeoMemberecd:ChngInFrValAsOfVstngDtOfPrrYrEqtyAwrdsVstdInCvrdYrMember2020-04-012021-03-310001600033ecd:FrValAsOfPrrYrEndOfEqtyAwrdsGrntdInPrrYrsFldVstngCondsDrngCvrdYrMemberecd:PeoMember2020-04-012021-03-310001600033ecd:NonPeoNeoMemberecd:YrEndFrValOfEqtyAwrdsGrntdInCvrdYrOutsdngAndUnvstdMember2023-04-012024-03-310001600033ecd:ChngInFrValOfOutsdngAndUnvstdEqtyAwrdsGrntdInPrrYrsMemberecd:NonPeoNeoMember2023-04-012024-03-310001600033ecd:VstngDtFrValOfEqtyAwrdsGrntdAndVstdInCvrdYrMemberecd:NonPeoNeoMember2023-04-012024-03-310001600033ecd:NonPeoNeoMemberecd:ChngInFrValAsOfVstngDtOfPrrYrEqtyAwrdsVstdInCvrdYrMember2023-04-012024-03-310001600033ecd:FrValAsOfPrrYrEndOfEqtyAwrdsGrntdInPrrYrsFldVstngCondsDrngCvrdYrMemberecd:NonPeoNeoMember2023-04-012024-03-310001600033ecd:NonPeoNeoMemberecd:YrEndFrValOfEqtyAwrdsGrntdInCvrdYrOutsdngAndUnvstdMember2022-04-012023-03-310001600033ecd:ChngInFrValOfOutsdngAndUnvstdEqtyAwrdsGrntdInPrrYrsMemberecd:NonPeoNeoMember2022-04-012023-03-310001600033ecd:VstngDtFrValOfEqtyAwrdsGrntdAndVstdInCvrdYrMemberecd:NonPeoNeoMember2022-04-012023-03-310001600033ecd:NonPeoNeoMemberecd:ChngInFrValAsOfVstngDtOfPrrYrEqtyAwrdsVstdInCvrdYrMember2022-04-012023-03-310001600033ecd:FrValAsOfPrrYrEndOfEqtyAwrdsGrntdInPrrYrsFldVstngCondsDrngCvrdYrMemberecd:NonPeoNeoMember2022-04-012023-03-310001600033ecd:NonPeoNeoMemberecd:YrEndFrValOfEqtyAwrdsGrntdInCvrdYrOutsdngAndUnvstdMember2021-04-012022-03-310001600033ecd:ChngInFrValOfOutsdngAndUnvstdEqtyAwrdsGrntdInPrrYrsMemberecd:NonPeoNeoMember2021-04-012022-03-310001600033ecd:VstngDtFrValOfEqtyAwrdsGrntdAndVstdInCvrdYrMemberecd:NonPeoNeoMember2021-04-012022-03-310001600033ecd:NonPeoNeoMemberecd:ChngInFrValAsOfVstngDtOfPrrYrEqtyAwrdsVstdInCvrdYrMember2021-04-012022-03-310001600033ecd:FrValAsOfPrrYrEndOfEqtyAwrdsGrntdInPrrYrsFldVstngCondsDrngCvrdYrMemberecd:NonPeoNeoMember2021-04-012022-03-310001600033ecd:NonPeoNeoMemberecd:YrEndFrValOfEqtyAwrdsGrntdInCvrdYrOutsdngAndUnvstdMember2020-04-012021-03-310001600033ecd:ChngInFrValOfOutsdngAndUnvstdEqtyAwrdsGrntdInPrrYrsMemberecd:NonPeoNeoMember2020-04-012021-03-310001600033ecd:VstngDtFrValOfEqtyAwrdsGrntdAndVstdInCvrdYrMemberecd:NonPeoNeoMember2020-04-012021-03-310001600033ecd:NonPeoNeoMemberecd:ChngInFrValAsOfVstngDtOfPrrYrEqtyAwrdsVstdInCvrdYrMember2020-04-012021-03-310001600033ecd:FrValAsOfPrrYrEndOfEqtyAwrdsGrntdInPrrYrsFldVstngCondsDrngCvrdYrMemberecd:NonPeoNeoMember2020-04-012021-03-31000160003312023-04-012024-03-31000160003322023-04-012024-03-31000160003332023-04-012024-03-31
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant x Filed by a Party other than the Registrant ☐
Check the appropriate box:
| | | | | | | | |
¨ | | 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 |
e.l.f. Beauty, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| | | | | | | | | | | | | | |
| |
x | | No fee required. |
| |
¨ | | Fee paid previously with preliminary materials. |
| |
¨ | | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a–6(i)(1) and 0–11. |
|
LETTER FROM OUR CHAIRMAN AND CEO
| | | | | | | | |
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 |
| | | | | | | | | | | | | | |
when | | where | | record date |
August 22, 2024 at 8:30 a.m., Pacific time | | Virtual Meeting meetnow.global/M2V25AY | | July 1, 2024 |
| | | | | | | | | | | | | | |
| | | | |
| items of business | voting recommendation | |
| 1. | Elect three Class II directors to serve for a three-year term expiring at our 2027 annual meeting of stockholders. | “FOR” all of the nominees | |
| 2. | Approve an amendment to our Amended and Restated Certificate of Incorporation to provide for officer exculpation. | “FOR” | |
| 3. | | “FOR” | |
| 4. | | “FOR” | |
| 5. | Transact such other business that may properly come before the annual meeting. | | |
| | | | |
| | | | | | | | |
| | |
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. |
| | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | |
Vote by Internet | | Vote by Phone | | Vote by Mail* | | Vote by Ballot |
Access the website indicated on the Notice of Internet Availability of Proxy Materials, proxy card or voting instruction form. | | Call the number on the Notice of Internet Availability of Proxy Materials, proxy card or voting instruction form. | | Sign, date and return the proxy card or voting instruction form in the postage-paid envelope. *if you requested paper materials | | Attend the 2024 annual meeting and vote your shares using the online ballot. |
| | |
By Order of the Board of Directors, |
|
Scott Milsten |
General Counsel and Corporate Secretary |
Oakland, California |
July 12, 2024 |
Cautionary Note Regarding Forward-Looking Statements
| | | | | | | | |
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. |
TABLE OF CONTENTS
| | | | | | | | | | | | | | |
| page | | | page |
| | | | |
Introduction | | | Compensation Program Components | |
| | | Other Compensation Information | |
| | | Compensation Committee Report | |
Director Nominees | | | Executive Compensation Tables | |
Continuing Directors | | | Summary Compensation Table | |
About our Board | | | Grants of Plan-Based Awards | |
The Role and Responsibilities of our Board | | | Outstanding Equity Awards at Fiscal Year-End | |
How our Board is Organized | | | Stock Option Exercises and Stock Vested | |
How our Directors are Selected | | | Potential Payments upon Termination or Change in Control | |
How our Directors are Evaluated | | | Chief Executive Officer Pay Ratio | |
Meeting Attendance | | | Pay vs. Performance | |
How our Directors are Paid | | | Compensation Committee Interlocks and Insider Participation | |
How You can Communicate with our Board | | | Equity Compensation Plan Information | |
Our Company | | | Our Stockholders | |
Our Executive Officers | | | Beneficial Ownership of Common Stock | |
Our Team, Culture, and Commitments | | | Delinquent Section 16(a) Reports | |
Certain Relationships and Related Party Transactions | | | Stockholder Engagement | |
Corporate Governance Materials | | | Stockholder Proposals | |
Proposal 2: Vote to Approve an Amendment to our Amended and Restated Certificate of Incorporation | | | Audit Matters | |
Executive Compensation | | | Proposal 4: Ratification of Appointment of Independent Registered Public Accounting Firm | |
Proposal 3: Advisory Vote to Approve Compensation Paid to our Named Executive Officers | | | Audit Fees and Services | |
Compensation Discussion and Analysis | | | Pre-Approval Policy | |
Named Executive Officers | | | Audit Committee Report | |
Executive Summary | | | Additional Information | |
Compensation Philosophy, Objectives, and Design | | | Questions and Answers | |
Compensation Setting Process | | | Annex A: GAAP to Non-GAAP Reconciliation Tables | |
| | | Annex B: Proposed Officer Exculpation Amendment | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Intro | Board | Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes |
INTRODUCTION
Our Company
e.l.f. Beauty, Inc. (NYSE: ELF) (“e.l.f. Beauty,” the “Company,” or “we”) is a multi-brand beauty company that offers inclusive, accessible, clean, vegan, cruelty free and Fair Trade Certified™ cosmetics and skin care products.
•OUR VISION. To be a different kind of beauty company by building brands that disrupt industry norms, shape culture and connect communities through positivity, inclusivity and accessibility.
•OUR MISSION. We make the best of beauty accessible to every eye, lip, face and skin concern.
•OUR PURPOSE. We stand with every eye, lip, face, paw and fin.
We believe our ability to deliver clean, vegan, cruelty free, Fair Trade Certified™ and premium-quality products at accessible prices with broad appeal differentiates us in the beauty industry. We believe the combination of our value proposition, powerhouse innovation, disruptive marketing engine and our world-class team’s ability to execute with quality and speed has positioned us well to navigate the competitive beauty market.
Our Brands
Our family of brands includes e.l.f. Cosmetics, e.l.f. SKIN, Naturium, Well People and Keys Soulcare. Our brands are available online and across leading beauty, mass-market and specialty retailers. We have strong relationships with our retail customers such as Target, Walmart, Ulta Beauty and other leading retailers that have enabled us to expand distribution both domestically and internationally.
Each of our brands is positioned to touch diverse consumer cohorts at different price points. Each brand has accessible pricing relative to its competitive set and furthers our mission of making the best of beauty accessible to every eye, lip, face and skin concern.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Intro | Board | Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes |
Our Board and Our Team
Diverse and Highly Experienced Team
Our Board of Directors (our “Board”), executive team and employees are highly experienced, with proven track records managing and growing brand portfolios. At e.l.f. Beauty, we are committed to diversity, equity and inclusion. We believe it is important that our team reflects the diverse consumers we serve. Our commitment to diversity, equity and inclusion starts at the top with a highly skilled and diverse Board.
We are proud to be 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.(1) We’re also proud that our employee base, which is 75% women, over 40% diverse and over 65% millennial and Gen Z, is representative of the young, diverse communities we serve.(2)
| | | | | | | | | | | | | | | | | |
9 Directors | | 475 Employees |
67% Women | 33% Diverse | | 75% Women | 67% Millennial/Gen Z | 42% Diverse |
| | | | | | | | | | | | | | |
1of 4 Public Companies (out of ~4,200) with | | >2/3 Women on Board of Directors | & | >1/3 Diverse Representation on Board of Directors |
| | | | | | | | |
(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. |
Strong, Independent, and Active Board*
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | key qualifications/experience | | number of directors | | key qualifications/experience | | number of directors |
89% independent | | Capital Allocation | | lllllllll 6 out of 9 | | Marketing/Sales/Bus. Dev. | | lllllllll 8 out of 9 |
| Consumer Products | | lllllllll 9 out of 9 | | Operations | | lllllllll 6 out of 9 |
| Corporate Governance | | lllllllll 9 out of 9 | | Public Company | | lllllllll 8 out of 9 |
| Cybersecurity/Data Privacy | | lllllllll 4 out of 9 | | Retail/Beauty | | lllllllll 7 out of 9 |
| ESG & Climate Risks | | lllllllll 4 out of 9 | | Risk Management | | lllllllll 6 out of 9 |
| Financial Literacy | | lllllllll 6 out of 9 | | Senior Leadership | | lllllllll 9 out of 9 |
| HR, Exec Comp & Talent Mgmt. | | lllllllll 6 out of 9 | | Shareholder Advocacy | | lllllllll 5 out of 9 |
| Info. Services & Technology | | lllllllll 4 out of 9 | | Strategic Planning | | lllllllll 9 out of 9 |
| International Business | | lllllllll 7 out of 9 | | Tech/Digital Media | | lllllllll 5 out of 9 |
| | Legal/Regulatory | | lllllllll 4 out of 9 | | | | |
*Reflects the key qualifications/experience of our current directors but does not include the qualifications/experience of our Class II director nominee, Maria Ferreras, who is not a current member of our Board. For a summary of Ms. Ferreras’ key qualifications/experience, see her bio on page 11. |
Our Board is actively engaged in overseeing the strategic direction of e.l.f. Beauty and is committed to acting in the best interests of e.l.f. Beauty and our stockholders. Our Board recognizes the importance of having the right mix of skills,
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Intro | Board | Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes |
expertise and experience, and is committed to continuously reviewing its capabilities, structure and ongoing member refreshment on behalf of our stockholders. To that end, four of our independent directors have joined our Board within the last four years, and Maria Ferreras, who is currently a Class II director nominee, will join our Board effective as of the 2024 annual meeting.
Highlights from FY 2024
| | | | | | | | | | | | | | | | | | | | |
| | | | | | |
$1,024 million | | $128 million | | $184 million | | $235 million |
Net Sales | | Net Income | | Adjusted Net Income(1) | | Adjusted EBITDA(2) |
| | | | | | |
| | | | | | |
+77% | | +108% | | +100% | | +101% |
Growth | | Growth | | Growth | | Growth |
| | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | |
| 10.5% | | +330 | | #1 | |
| market share(3) | | basis points(3) | | favorite teen brand(4) | |
| | | | | | |
| | | | | | | | |
| | |
(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. |
Strong Financial Results
In the fiscal year ended March 31, 2024 (“FY 2024”), we grew net sales by 77% year over year, delivered approximately $128 million in net income and grew Adjusted EBITDA by 101% year over year. We delivered over $1 billion in net sales for the first time in FY 2024, with Q4 marking our 21st consecutive quarter of both net sales growth and market share gains.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Intro | Board | Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes |
Continued Progress Against our Five Strategic Imperatives
In FY 2024, we continued to focus on executing our five strategic imperatives to create long-term value for our stockholders, highlights of which are discussed below.
| | | | | |
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. |
| |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Intro | Board | Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes |
| | | | | |
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. |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Intro | Board | Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes |
| | | | | |
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. |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Intro | Board | Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes |
Furthering our Environmental, Social and Governance Commitment and Initiatives
e.l.f. Beauty is led by its purpose—we stand with every eye, lip, face, paw and fin. We are committed to creating a culture internally—and in the world around us—where all individuals are encouraged to express their truest selves and are empowered to succeed, and where we strive to do the right thing for people, the planet and our furry and finned friends alike.
Consistent with our values and commitments, we took a number of steps in FY 2024 to further our environmental, social and governance (“ESG”) journey, including:
•Enhanced ESG Policies and Disclosure. In September 2023, we issued our second annual Impact Report to memorialize our commitment to transparent ESG practices and communicate the initiatives, programs and policies we’ve put in place to further our positive impact.
•Championed Board Diversity. We are proud to be 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. Our Board and the Nominating and Corporate Governance Committee will continue to consider diversity in all forms as it evaluates our Board composition in the future. 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.
•Advanced our Responsible Sourcing Initiatives. Our first third-party manufacturing facility in China was Fair Trade Certified™ in August 2022, and we expanded this program in FY 2024 to certify additional facilities, including the first Fair Trade Certified™ cosmetic brush manufacturing facility. A Fair Trade Certified™ seal on a product signifies that it was made according to rigorous fair trade standards that promote sustainable livelihoods and safe working conditions for facility employees, protection of the environment and transparent supply chains. As of the date of this Proxy Statement, over 900 SKUs, representing more than 85% of our product volume, are produced in Fair Trade Certified™ facilities.
•Reduced our Carbon Footprint. In FY 2024, we achieved our target for a 42% reduction in our Scope 1 and 2 emissions by 2030 (from a fiscal 2022 base year), set through the Science Based Targets initiative--a target we have now continued to achieve for the past two years. We also continued to act on the key focus areas identified to reduce our carbon footprint and, as we progress this work, we plan to evaluate science-based targets for our Scope 3 emissions. As part of our transparency and reporting efforts, we made our first annual disclosure through CDP’s Climate Change questionnaire in July 2023.
•Recognized for our Human Capital Investments. Our continued investments in our people and culture have positioned us as an employer of choice both in the beauty industry and our local communities. In FY 2024, we were recognized in the U.S. News & World Report 2023-2024 edition of “U.S. News Best Companies to Work For.”
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Intro | Board | Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes |
OUR BOARD OF DIRECTORS
| | | | | |
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. |
What am I Voting On?
Stockholders are being asked to elect three Class II directors to serve for a three-year term expiring at our 2027 annual meeting of stockholders and until their respective successors are duly elected and qualified.
What is the Required Vote?
The election of Class II directors will be determined by a plurality of the votes cast, meaning that the three nominees receiving the most “For” votes will be elected as Class II directors. “Withhold” votes and broker non-votes are not considered votes cast for this proposal and will have no effect on the election of Class II directors.
Who are the Nominees?
Our Board has nominated the following three individuals for election as Class II directors at the 2024 annual meeting. Tiffany Daniele and Lauren Cooks Levitan are current members of our Board. Our long-standing Class II director Rick Wolford, who has been a member of our Board since 2014, has decided to retire from his board service and will not stand for re-election at the 2024 annual meeting. The Company thanks Mr. Wolford for his decade of service on the Board and for his contributions to the Company and our stockholders. Ms. Maria Ferreras was nominated by the Board as a Class II director to fill the vacancy resulting from Mr. Wolford not standing for re-election.
| | | | | | | | | | | | | | |
| Tiffany Daniele | | | Lauren Cooks Levitan |
| | | | |
| •Chief Financial Officer of Union Square Hospitality Group •Director since 2022 •Audit Committee Member | | | •President of Faire, Inc. •Director since 2016 •Compensation Committee Chair |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Intro | Board | Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes |
| | | | | |
| Maria Ferreras |
| |
| •Global Head of Partnerships of Netflix, Inc. •Board term to begin at the 2024 annual meeting
|
Each of the nominees has consented to being named as a nominee in this Proxy Statement and to serving as a Class II director for a three-year term expiring at our 2027 annual meeting of stockholders and until her successor is duly elected and qualified, or until her earlier death, resignation, disqualification, retirement or removal.
Ms. Daniele and Ms. Levitan were previously elected to our Board by our stockholders in 2022 and 2021, respectively. In June 2024, the Board appointed Ms. Ferreras as a Class II director effective as of the 2024 annual meeting to fill the vacancy on our Board resulting from Rick Wolford not standing for re-election; she is standing for election as a director by stockholders for the first time. Ms. Ferreras was recommended to the Nominating and Corporate Governance Committee and our Board by Boardspan Inc., an independent director search firm engaged by the Nominating and Corporate Governance Committee.
If elected, each of Ms. Daniele, Ms. Levitan and Ms. Ferreras will serve until the 2027 annual meeting of stockholders and until her successor is duly elected and qualified, or until her earlier death, resignation, disqualification, retirement or removal.
If for any reason any nominee is unable or declines to serve at the time of the 2024 annual meeting, the persons named as proxies in the proxy card will have the authority to vote for substitute nominees or vote to allow the vacancy created thereby to remain open until filled by our Board. Our Board has no reason to believe that any of the nominees will be unable or decline to serve as a director if elected.
What are the Qualifications of the Nominees?
The following section provides information with respect to each nominee for election as a Class II director. It includes the specific experience, qualifications and skills considered by the Nominating and Corporate Governance Committee and/or our Board in assessing the appropriateness of the person to serve as a director, as well as the start of each director’s tenure on our Board, such director’s committee assignments and her age as of the date of this Proxy Statement.
We have carefully evaluated the other forms of service of our nominees and determined that all of our nominees can commit the requisite time and attention to serve our stockholders’ interests. Additionally, none of our nominees are “over-boarded” according to thresholds of certain major institutional investors and proxy advisory firms, according to their respective voting policies.
For additional information about our nominees, please visit investor.elfbeauty.com/corporate-governance/board-of-directors.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Intro | Board | Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes |
Director Nominees
| | | | | | | | |
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. |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Intro | Board | Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes |
| | | | | | | | |
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. |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Intro | Board | Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes |
| | | | | | | | |
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. |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Intro | Board | Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes |
Continuing Directors
The following section provides information with respect to each director of e.l.f. Beauty who will continue to serve as a director after the 2024 annual meeting. It includes the specific experience, qualifications and skills considered by the Nominating and Corporate Governance Committee and/or our Board in assessing the appropriateness of the person to serve as a director, as well as the start of each director’s tenure on our Board, such director’s committee assignments and his or her age as of the date of this Proxy Statement.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Intro | Board | Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes |
Class III Directors (Terms Expiring in 2025)
| | | | | | | | |
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. |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Intro | Board | Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes |
| | | | | | | | |
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. |
| | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Intro | Board | Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes |
| | | | | | | | |
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. |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Intro | Board | Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes |
Class I Directors (Terms Expiring in 2026)
| | | | | | | | |
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. |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Intro | Board | Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes |
| | | | | | | | |
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. |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Intro | Board | Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes |
| | | | | | | | |
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. |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Intro | Board | Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes |
About Our Board
Committee Memberships and Key Attributes, Skills, and Experiences
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | committee memberships |
director | independent | age | years on board | audit | comp | nomgov |
Tarang Amin—Chairman | | 59 | 10.4 | | | |
Tiffany Daniele | ü | 42 | 2.2 | Member | | |
Lori Keith | ü | 55 | 4.0 | Member | | Member |
Lauren Cooks Levitan | ü | 58 | 7.9 | | Chair | |
Kenny Mitchell | ü | 48 | 3.7 | | Member | |
Beth Pritchard—Lead Independent Director | ü | 77 | 6.7 | | | Chair |
Gayle Tait | ü | 47 | 1.7 | | | |
Maureen Watson | ü | 56 | 8.9 | | | Member |
Richard Wolford | ü | 79 | 9.9 | Chair | | |
| | Percentage/Average | 89% | 58 | 6.2 | | | |
Our commitment to diversity, equity and inclusion starts at the top with a highly skilled and diverse Board. We believe diversity on our Board is important because a variety of points of view improves the quality of dialogue, contributes to a more effective decision-making process, enhances overall culture and ultimately increases our capacity for long-term growth. We are proud to be 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.(1)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 89% Independent | | 67% Women | | 33% Diverse | | 6.2 years Average Tenure | | 58 years Average Age | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | |
| | | 1 | of only | 4 | | | |
| | public companies in the U.S. with a board of directors that has at least... | | |
| | | | | | | | |
| | | & | | | |
| | | | | | | | |
| | | | | | | | |
| | |
(1) | Source: FactSet, March 2024. |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Intro | Board | Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes |
Currently, 89% of our Board self-identifies as a member of a diverse gender, racial, ethnic or underrepresented group, and our Class II director nominee, Maria Ferreras, self-identifies as a member of a diverse gender and racial, ethnic or underrepresented group. Our current directors self-identify as follows:
| | | | | | | | | | | |
| | | 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 | % |
Our directors bring a broad set of skills and experiences to our Board. Listed below are certain skills and experiences that we consider important for our directors to possess in light of our current business. Each director and director nominee is asked to self-identify such individual’s skills and experiences, but those identified are not an exhaustive list of all skills and experiences that are required for the Board’s effective oversight nor an exhaustive list of all skills that each director or director nominee offers e.l.f. Beauty.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
key qualification/experience | Tarang Amin | Tiffany Daniele | Lori Keith | Lauren Cooks Levitan | Kenny Mitchell | Beth Pritchard | Gayle Tait | Maureen Watson | Rick Wolford | Maria Ferreras |
| | | | | | | | | | |
Capital Allocation | ü | ü | ü | ü | | | ü | | ü | |
Consumer Products | ü | ü | ü | ü | ü | ü | ü | ü | ü | ü |
Corporate Governance | ü | ü | ü | ü | ü | ü | ü | ü | ü | ü |
Cybersecurity/Data Privacy | ü | | ü | ü | | | ü | | | |
ESG & Climate Risks | ü | | ü | ü | | | ü | | | ü |
Financial Literacy | ü | ü | ü | ü | | | ü | | ü | |
HR, Exec. Comp. & Talent Mgmt. | ü | ü | ü | ü | ü | | ü | | | ü |
Info. Services & Technology | ü | ü | | ü | | | ü | | | ü |
International Business | ü | ü | | ü | ü | | ü | ü | ü | ü |
Legal/Regulatory | ü | | | ü | | | ü | ü | | ü |
Marketing/Sales/Bus. Dev. | ü | ü | | ü | ü | ü | ü | ü | ü | ü |
Operations | ü | ü | | ü | | ü | ü | | ü | ü |
Public Company | ü | ü | ü | ü | ü | ü | ü | | ü | |
Retail/Beauty | ü | ü | ü | ü | | ü | ü | ü | | |
Risk Management | ü | ü | ü | ü | | | ü | | ü | ü |
Senior Leadership | ü | ü | ü | ü | ü | ü | ü | ü | ü | ü |
Shareholder Advocacy | ü | | ü | ü | ü | | ü | | | ü |
Strategic Planning | ü | ü | ü | ü | ü | ü | ü | ü | ü | ü |
Tech./Digital Media | ü | | | ü | ü | | ü | ü | | ü |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Intro | Board | Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes |
Director Independence
All of our current directors, except Mr. Amin, are independent under applicable New York Stock Exchange (“NYSE”) listing standards, making our Board 89% independent.
Our Board has affirmatively determined that Ms. Daniele, Ms. Keith, Ms. Levitan, Mr. Mitchell, Ms. Pritchard, Ms. Tait, Ms. Watson and Mr. Wolford each qualifies as an independent director under applicable NYSE listing standards. Our Board has also affirmatively determined that Ms. Ferreras is independent for NYSE purposes. Mr. Amin is not considered independent because he is the Chief Executive Officer of e.l.f. Beauty.
NYSE’s independent director definition includes a series of objective tests, including that the director or director nominee is not, and has not been within the last three years, one of our employees and that neither the director or director nominee nor any of his or her family members has engaged in various types of business dealings with us. In addition, as required by NYSE listing standards, our Board has made an affirmative determination as to each independent director and director nominee that he or she has no material relationship with e.l.f. Beauty (either directly or as a partner, stockholder or officer of an organization that has a relationship with us). In making these determinations, our Board considered ownership of our common stock by each director and director nominee and reviewed and discussed information provided by each director and director nominee with regard to that individual’s business and personal activities and relationships as they may relate to e.l.f. Beauty and our management.
There are no family relationships among any of our directors, director nominees or executive officers.
The Role and Responsibilities of our Board
Our Board represents our stockholders’ interests and is responsible for furthering the long-term success and value of e.l.f. Beauty, consistent with our Board’s fiduciary duties to our stockholders. Our Board has responsibility for establishing broad corporate policies, setting strategic direction and overseeing management, which is responsible for the day-to-day operations of e.l.f. Beauty.
In fulfilling this role, each director must exercise his or her good faith business judgment in the best interests of e.l.f. Beauty and our stockholders. We are committed to conducting our business in accordance with ethical business principles. Integrity and ethical behavior are core values of e.l.f. Beauty. Our Board provides the best example of these values and will reinforce their importance at appropriate times.
Our Board oversees the risk management process, while management oversees and manages risk on a daily basis. Our executive team provides regular reports to our Board on areas of material risk to e.l.f. Beauty, including operational, financial, legal, regulatory and strategic risks. In addition, as part of its review of operational risk, our Board reviews cybersecurity risks facing e.l.f. Beauty, including the potential for breaches of our key information technology systems and the potential for breaches of our systems and processes relating to the protection of consumer and employee confidential information.
While our Board is ultimately responsible for risk oversight, each of our Board committees assists in fulfilling these oversight responsibilities. Their specific areas of responsibility are:
•Audit Committee. The Audit Committee oversees management of risks relating to financial and internal controls. The Audit Committee also aids in the review of cybersecurity risks facing e.l.f. Beauty.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Intro | Board | Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes |
•Compensation Committee. The Compensation Committee oversees the management of risks relating to the compensation of executive officers and employees.
•Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee oversees the management of risks related to the effectiveness of our Board, including succession planning for our Board, our overall governance and structure, and ESG matters.
To facilitate our Board’s oversight of our risk management process, the chair of each committee reports (or delegates to another committee member or to our General Counsel to report) on its activities to our full Board, which enables our Board and its committees to coordinate the risk oversight role and keep informed of any developments impacting our risk profile.
How Our Board is Organized
Our Board currently consists of nine directors, with three classes of directors designated as Class I, Class II and Class III. Each class of directors serves a staggered three-year term. At each annual meeting of stockholders, directors of the class whose term is expiring are elected for a term of three years. Our directors are currently classified as follows:
| | | | | | | | | | | | | | | | | | | | | | | |
class I | term ends | | class II | term ends | | class III | term ends |
Kenny Mitchell | 2026 | | Tiffany Daniele | 2024 | | Tarang Amin | 2025 |
Gayle Tait | 2026 | | Lauren Cooks Levitan | 2024 | | Lori Keith | 2025 |
Maureen Watson | 2026 | | Richard Wolford | 2024 | | Beth Pritchard | 2025 |
If elected, Ms. Ferreras, who is currently a Class II director nominee, will join our Board as a Class II director effective as of the 2024 annual meeting and will fill the vacancy resulting from Mr. Wolford not standing for re-election as a Class II director.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Intro | Board | Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes |
Board Leadership
| | | | | |
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 |
Our governance framework provides our Board with the discretion and flexibility to make determinations as needed to provide appropriate leadership for our Board. In making these determinations, our Board considers many factors, including the specific needs of the business and what is in the best interests of e.l.f. Beauty and our stockholders.
Our Board believes that our current Board leadership structure provides an effective balance between strong management leadership and appropriate safeguards and oversight by our independent directors.
Our Board encourages all directors to play an active role in overseeing our business. The non-management directors meet in executive session without management directors or management present on a regularly scheduled basis. These meetings allow non-management directors to discuss issues of importance to e.l.f. Beauty, including the business and affairs of e.l.f. Beauty as well as matters concerning management, without any member of management present.
Chairman. Mr. Amin, our Chief Executive Officer, currently serves as our Chairman. Our Board believes that having Mr. Amin serve as Chairman and Chief Executive Officer is important to our short- and long-term success as it provides certain synergies and efficiencies that enhance the functioning of our Board and, importantly, allows our Board to most effectively execute its role in overseeing business strategy.
As the director closest to our business, Mr. Amin is best able to identify many of the business issues that require the attention of our Board and, as Chairman, can best focus our directors’ attention on the most critical business matters. Further, in our Board’s experience, having Mr. Amin serve as both Chairman and Chief Executive Officer allows for timely and unfiltered communication with our Board on these critical business issues.
Lead Independent Director. When the roles of Chair of our Board and Chief Executive Officer are combined or the Chair is not an independent director (as defined under the NYSE listing standards), our independent directors appoint an independent director to serve as the Lead Independent Director. Ms. Pritchard currently serves as our Lead Independent Director.
Our Board believes that having a Lead Independent Director helps to ensure sufficient independence in Board leadership and provide effective independent functioning of our Board in its oversight and governance responsibilities. The Lead Independent Director performs the functions and duties provided in our Lead Independent Director Guidelines and as otherwise may be requested by our Board. Our Lead Independent Director Guidelines are periodically reviewed and updated by our Board and the Nominating and Corporate Governance Committee. A copy of our Lead Independent Director Guidelines is available on our investor relations website at investor.elfbeauty.com/corporate-governance/governance-guidelines.
Committee Chairs. Each of the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee is led by a chair that is an independent director.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Intro | Board | Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes |
Below is a summary of the key responsibilities of our Board leadership positions:
| | | | | | | | | | | |
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. |
| | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Intro | Board | Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes |
Board Committees
Our Board currently has three standing committees: the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee. The primary responsibilities (and other details) of each committee are described below. These committees play a critical role in our governance and strategy, and each committee has access to management and the authority to retain independent advisers as it deems appropriate.
Each committee operates pursuant to a written charter, each of which is available on our investor relations website at investor.elfbeauty.com/corporate-governance/board-committees. Each committee reviews and assesses its charter at least annually and recommends changes to our Board to reflect the evolving role of the committee.
| | | | | | | | | | | | | | | | | |
Audit Committee |
| | | | | |
Current members: | Independent(1): | lll 3 out of 3 | Four meetings held in FY 2024. |
Richard Wolford (Chair) | |
Tiffany Daniele(2) | Financially Literate(3): | lll 3 out of 3 | |
Lori Keith | |
| | | | | |
| | | | | |
(1) | Each member of the Audit Committee meets the independence requirements of SEC regulations and applicable NYSE listing standards. |
(2) | Designated as an “audit committee financial expert” by our Board within the meaning of SEC regulations. |
(3) | Per NYSE’s financial literacy requirements. |
Primary responsibilities: | |
•Appoints, compensates, retains and oversees the work of our independent auditors. | •Oversees and evaluates the scope of the external and internal audit reviews and results. |
•Assesses the qualification and independence of our independent auditors. | •Reviews and discusses with management our periodic reports and earnings releases. |
•Oversees and reviews our financial and accounting controls and processes. | •As appropriate, initiates inquiries into aspects of our internal accounting controls and financial affairs. |
| | | | | | | | | | | | | | | | | |
Compensation Committee |
| | | | | |
Current members: | Independent(1): | ll 2 out of 2 | Four meetings held in FY 2024. |
Lauren Cooks Levitan (Chair) | |
Kenny Mitchell | |
| | | | | |
| | | | | |
(1) | Each member of the Compensation Committee meets the independence requirements of SEC regulations, the regulations of the Internal Revenue Code of 1986 (the “Internal Revenue Code”) and applicable NYSE listing standards. |
Primary responsibilities: | |
•Reviews and sets the compensation for our executive officers. | •Reviews and makes recommendations to our Board regarding compensation for our directors. |
|
•Reviews and approves all employment, severance and change in control arrangements with our executive officers. | •Reviews and approves our incentive-compensation and equity-based compensation plans. |
| | | | | |
The Compensation Committee has the authority to retain consultants and advisers as it may deem appropriate in its sole discretion and has the sole authority to approve related fees and other engagement terms. | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Intro | Board | Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes |
| | | | | | | | | | | | | | | | | |
Nominating and Corporate Governance Committee |
| | | | | |
Current members: | Independent(1): | lll 3 out of 3 | Three meetings held in FY 2024. |
Beth Pritchard (Chair) | |
Lori Keith | |
Maureen Watson | |
| | | | | |
| | | | | |
(1) | Each member of the Nominating and Corporate Governance Committee meets the independence requirements of applicable NYSE listing standards. |
Primary responsibilities: |
•Oversees our corporate governance policies and ESG program and policies. | •Makes recommendations regarding candidates for our Board and Board committees. |
| | | | |
•Oversees the evaluation of our Board. | •Makes recommendations regarding governance matters. |
How our Directors are Selected
| | | | | | | | | | | | | | |
| | | | |
Sources for Candidates | è è è | In Depth Review by the Nominating and Corporate Governance Committee | è è è | Nomination/Appointment/Election |
Directors Management Stockholders Search firms | Candidate qualifications Current Board composition Independence and potential conflicts Diversity | Recommend slate of nominees êêê Full Board review and approval êêê Nomination/appointment/election |
Director Suggestions from our Board
The Nominating and Corporate Governance Committee is responsible for reviewing with our full Board, on an annual basis, the appropriate characteristics, skills, and experience required for our Board as a whole and the individual directors. In evaluating the suitability of individual candidates for our Board (both new candidates and current directors), the Nominating and Corporate Governance Committee and our Board consider many factors, including the following:
| | | | | | | | |
•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 | | |
Our Board evaluates each individual in the context of our Board as a whole, with the objective of assembling a group of directors that can best maximize the success of our business and represent our stockholders’ interests through the exercise of sound judgment using its depth in these various areas.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Intro | Board | Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes |
While our Board does not have a specific diversity policy regarding Board composition, our Board is committed to diversity, equity and inclusion, and the Nominating and Corporate Governance Committee considers diversity in all forms as it evaluates Board composition and potential new directors. In addition, the Nominating and Corporate Governance Committee also considers potential candidates’ experience in attracting, developing and retaining qualified personnel and fostering a corporate culture that reflects our values and encourages diversity, equity and inclusion.
In June 2024, Boardspan Inc., an independent director search firm engaged by the Nominating and Corporate Governance Committee, completed its efforts in supporting the successful recruitment of Ms. Ferreras to our Board.
Director Suggestions from our Stockholders
In addition to candidates identified through its own internal processes, the Nominating and Corporate Governance Committee will evaluate candidates for director that are suggested by any stockholder.
In order for the Nominating and Corporate Governance Committee to consider a stockholder suggestion, the stockholder must submit proof of e.l.f. Beauty stock ownership and submit an explanation of the reasons why the stockholder believes the candidate is qualified for service on our Board. To fully evaluate the candidate, the Nominating and Corporate Governance Committee may request the stockholder provide additional information regarding the suggested candidate.
The Nominating and Corporate Governance Committee evaluates candidates suggested by stockholders using the same principles and methodologies as it uses to evaluate other candidates (including candidates identified by our Board or our executive team).
There is no set deadline or timing for a stockholder to suggest a candidate for our Board. Stockholder suggestions for nominees for director should be submitted in writing to:
e.l.f. Beauty, Inc.
ATTN: Corporate Secretary
570 10th Street
Oakland, California 94607
The procedures described above are meant to establish an additional means by which stockholders can contribute to our process for identifying and evaluating candidates for our Board and are not meant to replace or limit stockholders’ general nomination rights, as discussed below, in any way.
Stockholder Director Nomination Right
Any stockholder may nominate a candidate or candidates for election to our Board at an annual meeting of stockholders if the stockholder complies with the advance notice, information and consent provisions contained in our bylaws, which are briefly described below.
To nominate a candidate, a stockholder must submit a detailed resume of the candidate and an explanation of the reasons why the stockholder believes the candidate is qualified to serve on our Board. The stockholder must also provide other information about the candidate that would be required by the SEC rules to be included in a proxy statement.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Intro | Board | Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes |
In addition, the stockholder must include the consent of the candidate with respect to the candidate’s nomination and commitment to serve if elected, and describe any relationships, arrangements or undertakings between the stockholder and the candidate regarding the nomination or otherwise. The stockholder must also submit a director questionnaire and an agreement completed by each candidate (forms of which must be requested from us), and the stockholder must provide any other information required by our bylaws. The stockholder must also submit proof of ownership of our common stock.
If a stockholder wishes to nominate one or more persons for election to our Board at the 2025 annual meeting of stockholders, we must receive notice of the nomination between April 24, 2025 and May 24, 2025 according to our bylaws. However, if the date of the 2025 annual meeting of stockholders is more than 30 days before or more than 60 days after August 22, 2025, notice must be received not later than the 90th day prior to the date of the 2025 annual meeting of stockholders or, if later, the 10th day following the day on which public disclosure of the date of the 2025 annual meeting of stockholders is first made. In addition to satisfying the foregoing requirements under our bylaws, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than our nominees must provide notice that sets forth the information required by Rule 14a-19 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Stockholder director nominations must be submitted in writing to:
e.l.f. Beauty, Inc.
ATTN: Corporate Secretary
570 10th Street
Oakland, California 94607
We did not receive notice of any director nominations from our stockholders for the 2024 annual meeting.
How our Directors are Evaluated
Our Board is committed to continual corporate governance improvement. Our Board, and each committee, conducts an annual self-evaluation to review and assess its overall effectiveness, including with respect to strategic oversight, board structure and operation, interaction with and evaluation of management, governance policies, and committee structure and composition. As appropriate, these assessments may result in updates or changes to our practices as well as commitments to continue existing practices that our directors believe contribute positively to the effective functioning of our Board and committees.
Meeting Attendance
Our Board meets at least quarterly each year, and special meetings may be held as permitted by our bylaws. Committee meetings are held at such times as the committee may determine, with the goal of meeting at least quarterly each year. Directors are expected to attend and participate in Board meetings and applicable committee meetings, and spend the time needed and meet as frequently as necessary to properly discharge their responsibilities.
During FY 2024, our Board held five meetings. Each director, for the portion of FY 2024 that the director was a member of our Board or a particular committee, as applicable, attended at least 75% of the aggregate of the total number of meetings of our Board held during FY 2024 and the total number of meetings held during FY 2024 by all committees of our Board on which that director served.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Intro | Board | Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes |
Although we do not have a policy with regard to directors’ attendance at the annual meetings of stockholders, all directors are encouraged to attend the annual meeting of stockholders. Each director that was on our Board on the date of the 2023 annual meeting of stockholders attended the 2023 annual meeting of stockholders.
How our Directors are Paid
Non-Employee Director Compensation Program
We compensate our non-employee directors for their service on our Board in accordance with our Non-Employee Director Compensation Program. We also reimburse all directors for their reasonable business expenses incurred in connection with their activities as directors. The following table describes the components of our Non-Employee Director Compensation Program in effect for FY 2024.
| | | | | | | | | | | | | | | | | |
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). |
Stock Ownership Policy
The Board has adopted an executive officer and non-employee director stock ownership policy (our “Stock Ownership Policy”) which specifies target amounts of share ownership for our executive officers and non-employee directors. Each of our non-employee directors who receives compensation from us for his or her service on the Board is required to maintain beneficial ownership of a number of shares of the Company’s common stock with a value equal to not less than five times his or her annual cash retainer, excluding additional lead independent director, committee or committee chair retainers, if any. In addition to shares held outright, shares underlying vested stock options (net of shares that would need to be withheld to satisfy the exercise price thereof and withholding taxes) are counted towards the minimum ownership requirement.
Each of our non-employee directors that was serving on the Board as of August 24, 2023 (the “Effective Date”) has five years from the Effective Date to achieve the minimum ownership requirement. Any non-employee director appointed after the
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Intro | Board | Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes |
Effective Date has until March 31 of the fiscal year in which the fifth anniversary of such director’s start date falls to achieve the minimum ownership requirement. If a non-employee director has not satisfied the minimum ownership requirement by the compliance deadline, all shares acquired pursuant to equity awards granted to that director (net of taxes and exercise costs) must be held by that director until (and so long as) the minimum ownership requirement is satisfied.
Director Compensation Table
The following table shows the compensation earned by or paid to our non-employee directors for their service in FY 2024. All dollar amounts are rounded to the nearest whole dollar amount.
| | | | | | | | | | | | | | | | | | | | | | | | | | |
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 | |
| | | | | | | | |
(1)Represents the grant date fair value of annual RSUs granted to the director, calculated in accordance with FASB ASC Topic 718 for stock-based compensation transactions, disregarding the effects of estimated forfeitures. For a discussion of the valuation of these awards, see Notes to Consolidated Financial Statements at Note 14 in the 2024 Annual Report. These amounts do not reflect the amount the director has actually realized or will realize from the awards upon the vesting of the granted RSUs or the sale of the shares underlying the granted RSUs.
The following table shows the number of unexercised stock options and unvested RSUs held by our non-employee directors as of March 31, 2024.
| | | | | | | | | | | |
| 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. |
(2)Elected to receive RSUs in lieu of cash retainers for the FY 2024 Board term. The RSUs received in lieu of cash for the FY 2024 Board term were granted on August 24, 2023 (the date of the 2023 annual meeting). The grant date fair value of such RSUs, calculated in accordance with FASB ASC Topic 718 for stock-based compensation transactions based on the assumptions described in footnote 1, is included in the “fees earned or paid in cash” column up to the value of the cash retainer earned.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Intro | Board | Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes |
How You can Communicate with our Board
e.l.f. Beauty and our Board welcome open communication with stockholders and appreciate input that advances our goal of enhancing stockholder value. We engage regularly with our stockholders and encourage anyone, including our stockholders, to contact our Board or individual directors about corporate governance or matters related to our Board or e.l.f. Beauty. Individuals may send written communications to our Board, committees of our Board or individual directors by mailing those communications to our Corporate Secretary at:
e.l.f. Beauty, Inc.
ATTN: Corporate Secretary
570 10th Street
Oakland, California 94607
Depending on the subject matter, our Corporate Secretary will:
•forward the communication to the director or directors to whom it is addressed;
•attempt to handle the inquiry directly, for example when the request is for information about e.l.f. Beauty or is a stock-related matter; or
•not forward the communication if it is primarily commercial in nature or if it relates to an improper or irrelevant topic.
At each Board meeting, a member of management presents a summary of all communications received since the last meeting that were not forwarded to our Board or the director or directors to whom they were addressed. A member of management also makes those communications available to our Board upon request.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Intro | Board | Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes |
OUR COMPANY
Our Executive Officers
The following is a list of our executive officers and their respective ages, positions and brief biographies as of the date of this Proxy Statement.
| | | | | |
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 |
| |
| |
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 |
| |
| |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Intro | Board | Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes |
| | | | | |
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 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Intro | Board | Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes |
| | | | | |
| |
Kory Marchisotto Senior Vice President and Chief Marketing Officer |
Age: 48 | 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: 54 | 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 (until its acquisition, NYSE: SHF) from July 2011 to January 2013, when it was acquired •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 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Intro | Board | Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes |
Our Team, Culture and Commitments
e.l.f. Beauty is led by its purpose—we stand with every eye, lip, face, paw and fin. We are committed to creating a culture internally—and in the world around us—where all individuals are encouraged to express their truest selves and are empowered to succeed, and where we strive to do the right thing for people, the planet and our furry and finned friends alike.
Encourage Self Expression: Promoting a Culture of Diversity, Equity and Inclusion
| | | | | | | | |
our commitment to diversity and equality is infinite. We believe in a world where everyone can own their beauty, without compromise. | | We are deeply committed to diversity, equity and inclusion (“DEI”) as exemplified by the diversity of both our Board and our employee base.
We are proud to be 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. We’re also proud that our employee base, which is 75% |
| | |
women, over 40% diverse and over 65% millennial and Gen Z, is representative of the young, diverse communities we serve.* We are committed to enabling diversity—including but not limited to gender, race, sexual orientation, national origin, ability and age—to be represented across our entire team. We promote DEI at all levels of our workforce, and our senior leadership team owns and is responsible for our DEI initiatives and programs. |
We believe that to drive change, there must be continuous education, learning and sharing. 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. |
|
*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. |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Intro | Board | Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes |
The following table provides certain statistics of our Board and our team as of March 31, 2024. For information about our Board diversity, age, tenure and skills, see under the heading “Our Board of Directors—About our Board.” | | | | | | | | | | | | | | | | | |
| | | board of directors | senior leadership(1) | all employees(2) |
Gender | | | |
Female | 67 | % | 57 | % | 75 | % |
Male | 33 | % | 43 | % | 25 | % |
Age | | | |
Gen Z and Millennial | — | | — | | 67 | % |
All other | 100 | % | 100 | % | 33 | % |
Race/Ethnicity | | | |
Black or African American | 11 | % | 14 | % | 4 | % |
Hispanic or Latinx | — | | — | | 16 | % |
Asian | 22 | % | 29 | % | 17 | % |
Alaskan Native or Native American | — | | — | | — | |
Two or more races or ethnicities | — | | — | | 5 | % |
White | 67 | % | 57 | % | 57 | % |
| | | | | |
(1) | Senior Leadership includes our executive officers and the Vice President, General Manager of our China operations. |
(2) | Employee demographic figured based on our full-time employees as of March 31, 2024. Race/ethnicity percentages exclude our employees outside of the United States. |
Empower Others: Supporting the Full Potential of our Employees
Employee Pay and Benefits
Our talented employees are at the core of our business strategy and results. We place a high priority on attracting, recruiting, developing and retaining diverse global talent. Our benefits and programs are designed to support the total well-being and promote the full potential of our employees.
Our continued investments in our people and culture have positioned us as an employer of choice both in the beauty industry and our local communities. In FY 2024, we were recognized in the U.S. News & World Report 2023-2024 edition of “U.S. News Best Companies to Work For.”
With regards to compensation, we take a “one-team” approach. All full-time employees receive a base salary, are bonus eligible under the same bonus plan tied to our financial performance and receive an equity award in e.l.f. Beauty stock. We believe this approach, which applies across all employee levels and geographies, is unique in the beauty industry and contributes to our success in hiring and retaining top talent and driving business results.
In the United States, where over 70% of our workforce is located, the benefits for our full-time employees include, among other things:
•financial benefits including competitive compensation as well as retirement savings plans and commuter benefits;
•healthcare benefits including flexible spending accounts, disability and life insurance—all of which begin on day 1 of employment;
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Intro | Board | Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes |
•family support and flexibility benefits including up to 20 weeks of gender-neutral parental leave, as well as fertility and adoption support;
•wellness and time off programs including an employee assistance program, access to wellness coaches and flexible time off;
•community impact programs including employee donation matching programs and paid time off for volunteering; and
•education and career development programs including tuition reimbursement, high performance teamwork coaching, as well as ongoing learning and training opportunities.
Outside of the United States, we provide similarly competitive benefit packages to those offered to our United States employees and tailored to market-specific practices.
Employee Satisfaction
We are keenly interested in our employees’ well-being, development and overall satisfaction. Engagement is a key factor we look to because it measures our team’s connection and commitment to both e.l.f. Beauty and our vision, mission and values. In April 2024, we conducted our fourth annual benchmarked engagement survey of all employees. All employees were offered an opportunity to participate, and 91% of our employees submitted a response. Our employee engagement continues to significantly exceed consumer industry benchmarks. Our overall engagement score this year was 90%—18 percentage points above the industry benchmark.
The survey was conducted through a platform service delivered by Culture Amp, and the responses were analyzed against Culture Amp’s Consumer Goods & Services 2024 Benchmark, which includes survey results from a minimum of 20 companies and 20,000 employees at organizations that are direct-to-consumer and produce and sell various products and services.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Intro | Board | Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes |
The engagement survey results were as follows:
| | | | | | | | | | | | | | | | | |
| | | e.l.f. Beauty | consumer goods and services 2024 benchmark | difference (percentage points) |
Employee Engagement | 90 | % | 72 | % | +18 |
Questions that determine employee engagement | | | |
I would recommend my company as a great place to work | 96 | % | 82 | % | +14 |
My company motivates me to go beyond what I would in a similar role elsewhere | 90 | % | 69 | % | +21 |
I am proud to work for my company | 96 | % | 86 | % | +10 |
I rarely think about looking for a job at another company | 80 | % | 55 | % | +25 |
I see myself working at my company in two years’ time | 88 | % | 68 | % | +20 |
Embody our Ethics: Doing the Right Thing for All People, the Planet and our Furry and Finned Friends
All People
We proudly support human rights and individual expression and freedom. As such, we treat all employees with respect, regardless of age, gender, ethnicity, religion, abilities or sexual orientation. We also expect our suppliers and partners to uphold these principles when providing products and services to us.
We are proud to be the first company in the beauty industry to have a third-party manufacturing facility Fair Trade Certified™. A Fair Trade Certified™ seal on a product signifies that it was made according to rigorous fair trade standards that promote sustainable livelihoods and safe working conditions for facility employees, protection of the environment and transparent supply chains. Our first third-party manufacturing facility in China was Fair Trade Certified™ in August 2022, and we have since expanded this program to certify additional facilities. To achieve certification, facilities are required to pass audits and demonstrate adherence to over 100 compliance criteria that cover social responsibility, environmental responsibility, empowerment and economic development. Facilities must pass a re-certification annually, which includes plans for continuous improvement. Each time a consumer buys one of our Fair Trade Certified™ products, e.l.f. Beauty makes a contribution to the facility workers who made the product for use in improving their communities.
The Planet
We are focused on reducing our environmental impact while providing our consumers with premium-quality beauty products. Product packaging represents a meaningful portion of our environmental footprint, driving our continued focus to further reduce this impact. Our packaging sustainability strategy is grounded in three principles:
•Packaging footprint reduction. We are proud to have eliminated over 2.5 million pounds of excess packaging since the inception of “Project Unicorn.” Project Unicorn was launched in 2019 to elevate e.l.f. Cosmetics’ product assortment, presentation, and navigation on-shelf, and resulted in a significant streamlining in our product packaging footprint. This was achieved by removing secondary cartons, vacuum formed trays and paper insert cards, slimming down secondary packaging, and designing a patented approach to display product on shelf. In 2023, we established a new goal seeking to achieve a
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Intro | Board | Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes |
20% reduction in packaging intensity by the end of our fiscal year ending March 31, 2030, and we are actively pursuing projects to lightweight our packaging.
•Sustainably sourced packaging. Our initial focus is the use of Forest Stewardship Council ("FSC")-certified paper for our products that use paper cartons. FSC certification is a globally recognized standard that certifies products come from responsibly managed forests that provide environmental, social and economic benefits. In our fiscal year ended March 31, 2022 (“FY 2022”), we set a goal for our paper cartons to be 100% FSC-certified across all our brands by the end of the fiscal year ending March 31, 2025. We’re pleased to have achieved this goal one year early in FY 2024, with 100% of our paper cartons across e.l.f. Cosmetics, e.l.f. SKIN, Well People and Keys Soulcare now produced with FSC-certified materials. We are in the process of aligning Naturium, acquired in Q3 FY 2024, to our FSC-certified paper carton commitment.
•Recyclability and recycled content. We have projects underway to increase the percentage of our packaging that is recyclable, refillable, reusable or made from recycled materials.
We are working to reduce our carbon footprint. In FY 2022, we publicly disclosed our greenhouse gas (“GHG”) emissions of our offices and distribution centers, and certain emissions from our value chain. We have made meaningful progress since then. In our fiscal year ended March 31, 2023 (“FY 2023”), we set near term GHG emissions targets for Scopes 1 and 2 through the Science Based Target initiative. We achieved these reduction targets in FY 2023 and continued to meet them in FY 2024. We also continued to act on the key focus areas identified to reduce our carbon footprint and, as we progress this work, we plan to evaluate science-based targets for our Scope 3 emissions. As part of our transparency and reporting efforts, we made our first annual disclosure through CDP’s Climate Change questionnaire in July 2023.
Our Furry and Finned Friends
We are proud to be a 100% cruelty free company. We do not conduct or tolerate any tests on animals, nor do we use any ingredients that are found to have been tested on animals in any of our products. We are double certified as “cruelty free” across our e.l.f. Cosmetics, e.l.f. SKIN, Well People and Keys Soulcare brands. Each of these brands is certified by People for the Ethical Treatment of Animals (“PETA”) as “Global Animal Test-Free,” a credential given to companies and brands who have verified that their own facilities and their suppliers do not conduct, commission, pay for, or allow any tests on animals for their ingredients or finished products. In addition, each of the aforementioned brands is certified by the Leaping Bunny Program. Companies with this credential certify that no animal testing was conducted on materials or formulations at any stages of product development, in addition to recommitting to the program annually and being open to third-party audits. Naturium, acquired in FY 2024, is also cruelty free, with no animal testing conducted for ingredients or finished products. We are working towards obtaining PETA and Leaping Bunny certifications for Naturium.
Certain Relationships and Related Party Transactions
Policy and Procedures
The Audit Committee has adopted a written policy regarding transactions between e.l.f. Beauty and our executive officers, directors, nominees for election as a director, beneficial owners of more than 5% of our common stock, and any affiliates or members of the immediate family of any of the foregoing. We refer to these individuals and entities as “related parties” and these relationships generally as “related party transactions.”
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Intro | Board | Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes |
Any request for us to enter into a related party transaction in which the amount involved exceeds $120,000 and a related party would have a direct or indirect interest must first be presented to the Audit Committee for review, consideration and approval. The Audit Committee reviews all the relevant facts and circumstances of each related party transaction, including if the transaction is on terms comparable to those that could be obtained in arm’s length dealings with an unrelated third party and the extent of the related party’s interest in the transaction, and considers any conflicts of interest and corporate opportunity provisions of our Code of Business Conduct and Ethics.
Related Party Transactions during the Year
The following is a description of related party transactions entered into during FY 2024 in which the amount involved exceeds $120,000 and a related party would have a direct or indirect interest:
Rule 10b5-1 Trading Plans
Each of our executive officers have adopted written plans, known as Rule 10b5-1 trading plans, in which they have contracted with a broker to buy or sell shares of our common stock on a periodic basis. Under a Rule 10b5-1 trading plan, a broker executes trades pursuant to parameters established by the individual when entering into the Rule 10b5-1 trading plan, without further direction from them. The individual may amend or terminate the Rule 10b5-1 trading plan in specified circumstances. All 10b5-1 trading plans entered into must comply with Rule 10b5-1 of the Exchange Act and our Amended and Restated Insider Trading Compliance Program (our “Insider Trading Program”), and any Rule 10b5-1 trading plan must be pre-cleared in advance by the Company’s legal department.
Corporate Governance Materials
We believe that good corporate governance is important to ensure that, as a public company, we will be managed for the long-term benefit of our stockholders. We have reviewed the corporate governance policies and practices of other public companies, as well as those suggested by various authorities in corporate governance, and have also considered SEC and NYSE rules. Based on this review, we have established and adopted charters for each of our Board committees, and have adopted Corporate Governance Guidelines, a Code of Business Conduct and Ethics and our Insider Trading Program.
Our Corporate Governance Guidelines are intended to provide a set of flexible guidelines for the effective functioning of our Board, including director qualifications and responsibilities, management succession and Board committees. Our Corporate Governance Guidelines are reviewed regularly and revised as necessary or appropriate in response to changing regulatory requirements, evolving best practices and other considerations. A copy of our Corporate Governance Guidelines is available on our investor relations website at investor.elfbeauty.com/corporate-governance/governance-guidelines.
In addition to our Corporate Governance Guidelines, we have adopted a Code of Business Conduct and Ethics for our directors, officers, and employees, including our principal executive officer, principal financial officer and principal accounting officer. Our Code of Business Conduct and Ethics is designed to help directors and employees resolve ethical and compliance issues encountered in the business environment. We will make any legally required disclosures regarding amendments to, or waivers of, our Code of Business Conduct and Ethics on our investor relations website. A copy of our Code of Business Conduct and Ethics is available on our investor relations website at investor.elfbeauty.com/corporate-governance/code-of-business-conduct-ethics.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Intro | Board | Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes |
Furthermore, our Insider Trading Program, which is reasonably designed to promote compliance with insider trading laws, rules and regulations (1) governs the purchase, sale and/or other disposition of the Company’s securities by directors, officers and employees of the Company, (2) prohibits our directors and certain employees, including all of our executive officers, from trading during quarterly blackout periods and contains other restrictions on trading activities designed to avoid circumstances where Company insiders may be deemed to have traded on material nonpublic information, and (3) prohibits our directors, officers and employees from engaging in hedging transactions with respect to our securities, including entering into transactions in options, puts, calls or other derivative securities or selling our securities short, and pledging shares of our securities in margin accounts. Our Insider Trading Program also requires that our directors and certain restricted employees, including all of our executive officers, pre-clear any proposed open market transactions. A copy of our Insider Trading Program is attached as Exhibit 19.1 to our Annual Report on Form 10-K for the year ended March 31, 2024 filed with the SEC on May 23, 2024.
The Board periodically reviews its corporate governance policies and practices. Based on these reviews, the Board may adopt changes to policies and practices that are in the Company’s best interests and as appropriate to comply with any new SEC or NYSE rules.
| | | | | | | | | | | |
| | | |
Proposal 2: | Vote to Approve an Amendment to our Amended and Restated Certificate of Incorporation to Provide for Officer Exculpation |
þ FOR | Our Board unanimously recommends a vote “FOR” the approval of the amendment to our Amended and Restated Certificate of Incorporation to provide for officer exculpation. Our Board believes providing for exculpation of our officers as permitted under Delaware law better aligns our officers’ protections with those of our directors, enables our officers to exercise their best business judgment in furtherance of the Company’s and our stockholders’ best interests and enhances our ability to attract and retain qualified and experienced executive talent. |
What am I Voting On?
Our Amended and Restated Certificate of Incorporation (our “Certificate of Incorporation”) allows us to protect our directors from personal liability under limited circumstances (referred to as “exculpation”) in accordance with Section 102(b)(7) of the Delaware General Corporation Law (“DGCL”). Effective August 1, 2022, Section 102(b)(7) of the DGCL was amended to authorize Delaware corporations to expand exculpation protection to certain of their officers under limited circumstances. Prior to this amendment, Delaware corporations were permitted to offer exculpation protection only to their directors. Section 102(b)(7) of the DGCL was amended to rectify the inconsistent treatment between a corporation’s officers and directors. Corporations wishing to offer similar protection for their officers must do so through an amendment to the company’s certificate of incorporation.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Intro | Board | Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes |
Officers, like directors, perform roles that require swift, informed decision making on critical issues that have the potential to lead to investigations or lawsuits that may seek to impose personal liability. In the absence of protection against personal liability in certain circumstances, qualified officers may be deterred from serving as an officer of the Company due to the exposure of personal liability and the risk of spending significant time and resources defending lawsuits, regardless of merit. The Board believes that amending our Certificate of Incorporation to provide for exculpation of our officers as permitted by the DGCL better aligns officers’ protections with those of our directors and enables our officers to exercise their best business judgment in furtherance of the Company’s and stockholders’ best interests without the risk of personal liability for decisions made in good faith. Further, many public companies, including several of our peers, have adopted officer exculpation provisions, and the Board believes that extending exculpation protection to officers, under the circumstances permitted by Delaware law, enhances our ability to attract and retain qualified and experienced executive talent.
The proposed amendment to our Certificate of Incorporation would eliminate personal liability for certain of our officers only in those limited circumstances permitted by Delaware law. Pursuant to Section 102(b)(7) of the DGCL, officers would be protected from personal liability for monetary damages for breach of the duty of care in certain circumstances. The proposed amendment, in line with Section 102(b)(7), would not eliminate officers’ personal monetary liability with respect to breach of fiduciary duty claims brought by or in the right of the Company (including any claims brought by our stockholders derivatively in the name of the Company), breach of duty of loyalty claims, acts or omissions not in good faith, intentional misconduct or knowing violations of law, or transactions in which the officer receives an improper personal benefit. Further, the proposed amendment would not apply to acts or omissions occurring prior to the date that the amendment becomes effective.
For the foregoing reasons, the Board has determined that it is advisable and in the best interests of the Company and its stockholders to amend our Certificate of Incorporation. The Board has unanimously approved an amendment to our Certificate of Incorporation to limit the personal liability of certain of the Company’s officers in limited circumstances, as permitted by Delaware law, and recommends that our stockholders approve such amendment at the 2024 annual meeting.
The current exculpation protections available to the directors pursuant to Article VII of our Certificate of Incorporation will remain unchanged as a result of the proposed amendment, and, if approved, the proposed amendment will add a new Article XII to our Certificate of Incorporation to provide for the officer exculpation. The description of the proposed amendment is a summary only and is qualified in its entirety by reference to Annex B to this Proxy Statement. If the proposed amendment is approved by stockholders, a Certificate of Amendment to our Certificate of Incorporation to implement the proposed amendment (the “Certificate of Amendment”) will promptly be filed by the Company with Secretary of State of the State of Delaware following the 2024 annual meeting, and the proposed amendment will become effective at that time. If the proposed amendment is not approved by the requisite stockholder vote, then the Certificate of Amendment will not be filed with the Secretary of State of the State of Delaware and the proposed amendment will not become effective.
What is the Required Vote?
The amendment to our Certificate of Incorporation will be approved by the affirmative vote of holders of a majority of the voting power of the outstanding shares of common stock. Abstentions and broker non-votes will have the same effect as a vote against this proposal.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Intro | Board | Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes |
EXECUTIVE COMPENSATION
| | | | | | | | | | | |
| | | |
Proposal 3: | Advisory Vote to Approve Compensation Paid to our Named Executive Officers |
þ FOR | Our Board unanimously recommends a vote “FOR” the approval, on an advisory basis, of the compensation paid to our named executive officers. Our Board believes our executive compensation program aligns the interests of our executive officers with the long-term interests of our stockholders and, consistent with our pay-for-performance culture, rewards our executive officers when we achieve our short- and long-term strategic and financial goals. |
What am I Voting On?
At the 2020 annual meeting of stockholders, our stockholders expressed a preference to hold future advisory (non-binding) votes on the compensation of our named executive officers on an annual basis. Consistent with that vote, stockholders are being asked to indicate their support, on an advisory (non-binding) basis, for the compensation paid to our named executive officers for FY 2024 as described in this Proxy Statement by casting a vote “FOR” the following resolution:
“RESOLVED, that the compensation paid to e.l.f. Beauty, Inc.’s named executive officers for FY 2024, as disclosed pursuant to Item 402 of Regulation S-K, including the compensation discussion and analysis, compensation tables, and narrative discussion, is hereby APPROVED.”
This vote is not intended to address any specific item of compensation, but rather the overall compensation paid to our named executive officers and the philosophy, policies and practices described in this Proxy Statement.
Because the vote is advisory, it is not binding on our Board or e.l.f. Beauty. Nevertheless, the views expressed by our stockholders, whether through this vote or otherwise, are important to management and our Board and, accordingly, our Board and the Compensation Committee intend to consider the results of this vote in making determinations in the future regarding executive compensation arrangements.
What is the Required Vote?
The compensation of our named executive officers for FY 2024 will be approved, on an advisory basis, by a majority of votes cast (meaning the number of shares voted “For” must exceed the number of shares voted “Against” in order for this proposal to be approved). Abstentions and broker non-votes are not considered votes cast for this proposal and will have no effect on the vote for this proposal.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Intro | Board | Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes |
Compensation Discussion and Analysis
The compensation discussion and analysis (the “CD&A”) provides information with respect to compensation paid to our named executive officers for FY 2024.
The CD&A is organized into the following sections:
Named Executive Officers
Our named executive officers for FY 2024 were as follows:
| | | | | | | | | | | |
| name | | position |
| Tarang Amin | | Chairman, Chief Executive Officer, President, and Director |
| Mandy Fields | | Senior Vice President and Chief Financial Officer |
| Josh Franks | | Senior Vice President, Chief Operations Officer |
| Kory Marchisotto | | Senior Vice President and Chief Marketing Officer |
| Scott Milsten | | Senior Vice President, General Counsel, Chief People Officer, and Corporate Secretary |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Intro | Board | Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes |
Executive Summary
FY 2024 Performance Highlights
| | | | | | | | | | | | | | | | | | | | |
| | | | | | |
$1,024 million | | $128 million | | $184 million | | $235 million |
Net Sales | | Net Income | | Adjusted Net Income(1) | | Adjusted EBITDA(2) |
| | | | | | |
| | | | | | |
+77% | | +108% | | +100% | | +101% |
Growth | | Growth | | Growth | | Growth |
| | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | |
| 10.5% | | +330 | | #1 | |
| market share(3) | | basis points(3) | | favorite teen brand(4) | |
| | | | | | |
| | | | | | | | |
| | |
(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. |
Strong Financial Results
Our exceptional performance for 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. In FY 2024, we grew net sales by 77% year over year, delivered approximately $128 million in net income and grew Adjusted EBITDA by 101% year over year. We delivered over $1 billion in net sales for the first time in FY 2024, with Q4 marking our 21st consecutive quarter of both net sales growth and market share gains.
Delivered Exceptionally Strong Stock Price Performance and Total Stockholder Return
Our Total Stockholder Return (“TSR”) for the 1-, 3- and 5-year periods through the end of FY 2024 were 138%, 630% and 1,749%, significantly outperforming relevant indices.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Intro | Board | Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes |
Continued Progress Against our Five Strategic Imperatives
Furthering our Environmental, Social and Governance Commitment and Initiatives
FY 2024 Executive Compensation Key Aspects and Highlights
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | |
No changes to base salaries or annual cash incentive targets | | Cash incentive compensation tied solely to profitability | | Majority of compensation is variable, at-risk, and in equity | | Equity awards split 50% performance-based and 50% time-based | | Performance-based equity awards tied to long-term financial and market share metrics with 3-year cliff vesting |
| | | | | | | | |
Our executive compensation program is designed to directly tie the compensation paid to our executive officers to our performance and align the interests of our executive officers with the interests of our stockholders. Accordingly, in FY 2024, consistent with our compensation philosophy, which emphasizes performance-based and “at-risk” pay, we continued to (i) maintain the proportion of performance-based and at-risk compensation to encourage a focus on our short- and long-term success and to align with the long-term interests of our stockholders and (ii) limit the cash component of, and emphasize the equity component of, our named executive officers’ total compensation.
In FY 2024, all named executive officers received 50% of their equity awards, based on the number of shares of our common stock underlying the equity awards (based on target achievement of performance goals), in the form of performance-based restricted stock units (“PSUs”) tied to (i) our net sales and Adjusted EBITDA performance measured over a three-year performance period (April 1, 2023–March 31, 2026) and (ii) market share performance for our e.l.f. Cosmetics brand over the same three-year performance period. To maximize retention, the PSUs granted in FY 2024 (the “FY 2024 PSUs”) have a single cliff vest following the end of the three-year performance period based on our financial and market-share performance during the three-year performance period.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Intro | Board | Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes |
Key aspects and highlights of our compensation-related decisions in FY 2024 include the following:
•No changes to base salaries or target annual cash incentive opportunities. We maintained the existing base salary and target annual cash incentive opportunity levels for each of our named executive officers. We have never increased the base salaries of our named executive officers, which for Mr. Amin and Mr. Milsten remain the same as in their respective new hire offers in 2014 and for Ms. Fields, Ms. Marchisotto, and Mr. Franks remain the same as in their respective new hire offers in 2019 and 2020. Additionally, we have never increased the target annual cash incentive opportunities for Mr. Amin and Ms. Fields which remain the same as in their respective new hire offers and did not increase the target annual cash incentive opportunities for Mr. Milsten, Ms. Marchisotto, and Mr. Franks from the opportunities in FY 2023 (in FY 2023, the Compensation Committee increased the target annual cash incentive opportunities for each of our senior vice presidents (other than Ms. Fields) from 40% to 50% to maintain relative internal parity among our executive officers).
•Annual cash incentives tied to financial performance. We continued to tie our annual cash incentive compensation solely to our profitability. Consistent with previous years where the Compensation Committee has not altered or changed annual cash incentive compensation program goals, we made no changes to our FY 2024 annual cash incentive compensation plan target following its initial approval by the Compensation Committee in May 2023. Factoring in the relevant opportunities and risks, the target for our annual cash incentive compensation program for FY 2024 was rigorous, aggressive and challenging, attainable only with strong performance, and aligned with our objectives for FY 2024. The Adjusted EBITDA target of $140.1 million represented a nearly 20% increase over our actual Adjusted EBITDA result of $116.8 million in FY 2023, reflecting our ambitious business and operational plans for FY 2024. In order to earn any payout, a minimum of 80% of target performance had to be achieved. Adjusted EBITDA is a non-GAAP financial measure, and we provide a reconciliation of net income to Adjusted EBITDA in Annex A and a short definition of Adjusted EBITDA in the Note Regarding Non-GAAP Financial Measures. •Emphasis on equity compensation. We continued to provide the majority of target compensation opportunity awarded to our named executive officers in the form of equity to instill an ownership culture, align the interests of our named executive officers with the interests of our stockholders and support long-term retention. Our time-based RSUs vest over four years to align with the long-term interests of our stockholders.
•Maintain a significant percentage of equity granted to our named executive officers in the form of performance-based equity. We continued our practice of granting PSUs to all named executive officers to closely align their compensation with our strong pay-for-performance culture and focus on motivating the delivery of substantial and sustainable value to stockholders. In FY 2024, we kept the percentage of shares underlying our PSUs at 50% of the target equity compensation level (based on target achievement of performance goals) for all named executive officers with the remaining shares underlying equity awards being in the form of time-based RSUs.
•FY 2024 PSUs tied to three-year financial and market share performance with cliff vesting. The FY 2024 PSUs are tied to achievement of net sales and Adjusted EBITDA compound annual growth rate targets measured over a three-year performance period, with a potential uplift in the event of achievement of a market share gain performance metric for our e.l.f. Cosmetics brand over the same three-year performance period. The FY 2024 PSUs will vest in a single installment, subject to continued service and solely to the extent
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Intro | Board | Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes |
earned, upon the Compensation Committee’s certification of our achievement of the targets following the three-year performance period. Factoring in the relevant opportunities and risks, the performance metrics for the FY 2024 PSUs were rigorous, aggressive and challenging, and only attainable with sustained strong performance. We also believe this three-year cliff vesting helps to retain our named executive officers through the completion of the performance period and incentivizes long-term performance.
•Majority of CEO’s target total compensation and equity compensation is performance-based. 94% of our CEO’s total target compensation for FY 2024 was variable and at-risk and 50% of our CEO’s total target compensation for FY 2024 was performance-based. In addition, 50% of the shares of our common stock underlying our CEO’s target long-term incentive equity grant, calculated based on target achievement, was in the form of FY 2024 PSUs.
| | | | | | | | | | | | | | |
| base salary | annual cash incentive | long-term incentive PSUs | long-term incentive RSUs |
% of Total Targeted Compensation(1) | 6% | 6% | 44% | 44% |
% of Total Targeted Long-Term Incentive(2) | | | 50% | 50% |
| | | | |
(1) The value of long-term incentives calculated based on the closing trading price of our common stock on the date of grant, with any performance goals determined based on target achievement. |
(2) The percentage of total targeted long-term incentive calculated based on the number of shares underlying the equity awards, with any performance goals determined based on target achievement. |
•Peer group is rigorously determined and appropriate. Consistent with best practices for corporate governance, the Compensation Committee has committed to, on an annual basis, review and assesses the group of peer companies used as a reference point for evaluating executive compensation. In connection with determining the compensation of our executive officers for FY 2024, in January 2023 the Compensation Committee conducted a review of our peer group to ensure its continued appropriateness. The Compensation Committee gave careful consideration to the selection criteria, the range of values on the selection criteria and the companies included. As compared to our FY 2024 peer group, when the peer group was adopted in January 2023 (using data from December 31, 2023), we were at the 19th percentile for trailing twelve-month revenue and the 76th percentile for 30-day average market capitalization.
The compensation paid to our named executive officers for FY 2024 is discussed in more detail in the sections of the CD&A that follow.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Intro | Board | Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes |
Continued Engagement with Stockholders regarding our Executive Compensation Program
| | | | | | | | |
At the 2023 annual meeting of stockholders, approximately 93% of the votes cast (excluding abstentions and broker non votes) by our stockholders approved, on an advisory basis, the compensation paid to our named executive officers for FY 2023. | | 93% of votes cast by stockholders approved FY 2023 Say-on-Pay |
We attribute this high approval percentage to, among other things, the alignment of our executive compensation program to our financial performance, the continued progression of our compensation practices, our enhanced proxy statement disclosure and our continued engagement with our stockholders regarding our executive compensation program. | |
Consistent with prior years, we offered our stockholders in FY 2024 the opportunity to discuss and provide insights into our executive compensation program as well as meet with members of our Compensation Committee if desired.
The principal feedback we received from our stockholders in FY 2024 indicated broad support from our stockholders regarding our executive compensation program (as well as our unique company-wide compensation program that provides equity to every employee and includes all employees on the same annual cash incentive compensation program).
We did not receive any direct or specific suggestions regarding our executive compensation program. Given the overall broad support from our stockholders, we did not make any modifications in FY 2024 to our executive compensation program.
Compensation Philosophy, Objectives and Design
| | | | | | | | | | | | | | |
| | | | |
Attract and Retain Talent | | Align with Stockholders | | Pay-for-Performance |
| | | | |
Attract, motivate, and retain highly talented and experienced executive officers who drive our success. | | Align our executive officers’ incentives with the long-term interests of our stockholders. | | Reward our executive officers for their performance and motivate them to achieve our short-term and long-term strategic and financial goals. |
| | | | |
We design our executive compensation program based on a pay-for-performance philosophy. We believe our executive officers should be rewarded when we achieve our short-term and long-term strategic and financial goals, since these accomplishments are designed to align with stockholder interests.
We achieve our compensation objectives through an executive compensation program that:
•provides a competitive total pay opportunity that enables us to compete effectively for executive talent with large legacy consumer products, retail and beauty companies, as well as with high growth technology and digital companies in the San Francisco Bay Area;
•emphasizes pay-for-performance by delivering a majority of our executive officers’ compensation only upon the achievement of our short-term and long-term strategic and financial goals, which are designed to deliver responsible and sustainable stockholder value growth; and
•provides strong alignment with our stockholders, with a significant majority of the target compensation opportunity for our executive officers delivered in the form of equity awards.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Intro | Board | Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes |
The Compensation Committee is also committed to effective compensation governance. Below is a summary of our key compensation governance practices, which are designed to drive performance, mitigate undue risk and align the interests of our executive officers and other employees with the interests of our stockholders.
| | | | | |
What We Do |
| |
ü | We believe in pay-for-performance. The majority of our executive officers’ pay is variable and at-risk. |
| |
| |
ü | We heavily weight total compensation toward equity compensation and in FY 2024 granted 50% of our equity compensation (based on shares underlying equity awards using target achievement of performance goals) in the form of performance-based equity to align our executive officers’ and our stockholders’ interests. |
| |
| |
ü | Our annual cash incentives are based solely on financial performance. |
| |
| |
ü | We hold annual “say-on-pay” advisory votes. |
| |
| |
ü | We maintain mandatory stock ownership requirements for our executive officers. |
| |
| |
ü | In addition to the clawback policy mandated by NYSE listing rules, we maintain a compensation recovery (clawback) policy in the event of misconduct that results in a financial restatement or material misstatement of financial calculations or information that would have significantly reduced incentive compensation. |
| |
| |
ü | We engage an independent compensation consultant to advise the Compensation Committee. |
| |
| | | | | |
What We Don’t Do |
| |
û | We don’t provide annual salary increases or guarantee minimum cash bonuses. |
| |
| |
û | We don’t modify our performance targets during the performance period. |
| |