☐ | Preliminary Proxy Statement | |
☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
Definitive Proxy Statement | ||
☐ | Definitive Additional Materials | |
☐ | Soliciting Material Pursuant to §240.14a-12 |
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OAKLAND, CALIFORNIA10th Street
Oakland, California 94607
page | ||
Letter from our Chairman and CEO | ||
Proposal 1: Election of Class II Directors | ||
Continuing Directors | 14 | |
Roles and Responsibilities of the Board of Directors | 17 | |
Board Composition | 17 | |
Board Leadership Structure | 17 | |
Director Selection Process | 18 | |
Director Independence | 19 | |
Risk Oversight | 19 | |
Meeting Attendance | 19 | |
Board Committees | 19 | |
Director Compensation | 21 | |
Code of Business Conduct and Ethics | ||
Corporate Governance Guidelines | ||
Communications with our Board of Directors | ||
Section 16(a) Beneficial Ownership Reporting Compliance | ||
General | 26 | |
Named Executive Officers | 26 | |
Compensation Setting Process | 26 | |
Compensation Components | 26 | |
Employment Agreements | 29 | |
Compensation Risk Assessment | 29 | |
Compensation Committee Interlocks and Insider Participation | 29 | |
Executive Compensation Tables | 30 | |
Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm | 35 | |
Audit Fees and Services | 35 | |
Pre-Approval Policy | 36 | |
Audit Committee Report | 36 | |
Policy and Procedures | 37 | |
Related Persons Transactions During the Year | 37 | |
Rule 10b5-1 Plans | 38 | |
Other Business for Consideration | 39 |
![]() | 2018 Proxy Statement | i |
page | ||
No Incorporation by Reference | 39 | |
Annual Report | 39 | |
Internet Availability of Annual Meeting Materials | 39 | |
Stockholders Sharing the Same Address | 39 | |
ii | 2018 Proxy Statement | ![]() |
10, 2018
proxy statement.
e.l.f. Beauty, Inc.
570 10th Street
Oakland, California 94607
(510) 778-7787
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
![]() | 2018 Proxy Statement |
| |||
| Tuesday, May 22, 2018, 9:00 a.m., local time | ||
where: | e.l.f. Beauty, Inc. , 570 Oakland, California 94607 | ||
March 23, 2018 | |||
| |||
items of business: | |||
1. Elect the 3 nominees for Class II director named in the proxy statement. 2. 3. Transact other business that may properly come before the | |||
recommendation: |
| ||
| |||
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| The Board of Directors recommends that you voteFOR | ||
| Proof of share ownership as of the record date will be required to enter the Annual Meeting. | ||
proxy materials: | |||
|
YOUR VOTE IS IMPORTANT. WE ENCOURAGE YOU TO READ THE ACCOMPANYING PROXY STATEMENT AND OUR 2016 ANNUAL REPORT ON FORM 10-K, AND SUBMIT YOUR PROXY CARD AS SOON AS POSSIBLE. TO VOTE YOUR SHARES, PLEASE SIGN, DATE AND COMPLETE THE ENCLOSED PROXY CARD AND MAIL IT PROMPTLY IN THE ENCLOSED RETURN ENVELOPE WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON.
Make your vote count. Your vote is very important. Whether or not you plan to attend the Annual Meeting in person, please promptly vote over the Internet or by completing, signing, dating and returning your proxy card or voting instruction form so that your shares will be represented at the Annual Meeting. Submitting your proxy now will not prevent you from voting your shares at the Annual Meeting, as your proxy is revocable at your option. Please note that if your shares are held by a broker and you wish to vote at the Annual Meeting, you must obtain a proxy issued in your name from your broker. |
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be Held on May 22, 2018: The Notice of Annual Meeting, Proxy Statement, Proxy Card and Annual Report on Form 10-K for the year ended December 31, 2017 are available at www.envisionreports.com/ELF. We are making the proxy statement and the form of proxy available on or about April 10, 2018. |
e.l.f. Beauty, Inc.
Proxy Statement
for
Important Notice Regardingperformance, please review the Availability of Proxy Materials
Our proxy materials are also available at www.edocumentview.com/elf. This website address contains the following documents: the Notice of Annual Meeting of Stockholders, this Proxy Statement and Proxy Card sample, and ourCompany’s Annual Report on Form 10-K for the year ended December 31, 2016 (“2017 (the “2017 Annual Report”). You are encouraged to access and review all of the important information contained in the proxy materials before voting.
Why am I receiving these materials?
annual meeting of stockholders | ||||||
record date March 23, 2018 mailing date This proxy statement was first made available to stockholders on or about April 10, 2018. | meeting agenda The meeting will cover the proposals listed below under “Proposals,” and any other business that may properly come before the meeting. voting Stockholders as of the record date are entitled to vote. Each share of common stock of the Company is entitled to one vote. | |||||
date: May 22, 2018 time: 9:00 a.m. local time place: Company Headquarters 570 10th Street Oakland, California 94607 | ||||||
Directions to the Annual Meeting may be found on our website at http://investor.elfcosmetics.com/ir-resources/contact-us |
voting | ||||||||||||
vote by internet | vote by mail | |||||||||||
• Go to www.envisionreports.com/ELF (record holders) • Go to www.proxyvote.com (beneficial owners) • Follow the steps outlined on the secure website | •Stockholders of Record: Sign, date and return your proxy card •Beneficial Owners: Sign, date and return your voting instruction form to your broker |
![]() | 2018 Proxy Statement | 3 |
proxy statement summary |
proposals | ||||||
proposal | board recommendation | reason for recommendation | see page | |||
Election of three Class II directors | ü For Each Nominee | The Board and the Nominating and Corporate Governance Committee believe the three Class II director nominees possess the skills, experience, and diversity to effectively monitor performance, provide oversight, and advise management on the Company’s long-term strategy. | ||||
Ratification of appointment of Deloitte & Touche LLP (“Deloitte”) as independent registered public accounting firm for 2018 | üFor | Based on the Audit Committee’s assessment of Deloitte’s qualifications and performance, it believes their retention for fiscal year 2018 is in the best interests of the Company. |
director nominees | |||||||
name | age | primary occupation | committees | director since | see page | ||
Lauren Cooks Levitan | 52 | Chief Financial Officer of Fanatics, Inc. | Audit, NomGov | 2016 | 12 | ||
Richelle P. Parham | 50 | General Partner at Camden Partners | None | 2018 | 12 | ||
Richard G. Wolford | 73 | Advisor; Former executive of multiple companies | Audit, Comp | 2014 | 13 |
audit matters | ||||||||||
The Audit Committee has selected Deloitte as the Company’s independent registered public accounting firm for 2018. Deloitte was the Company’s independent registered public accounting firm for 2017 and 2016. | ||||||||||
Type of Fees | 2017 | 2016 | see page | |||||||
Audit Fees | $ | 1,163,560 | $ | 2,675,580 | ||||||
Audit-Related Fees | $ | 52,835 | $ | — | ||||||
Tax Fees | $ | 59,646 | $ | 14,872 | ||||||
All Other Fees | $ | 240,000 | $ | — | ||||||
TOTAL FEES | $ | 1,516,041 | $ | 2,690,542 |
4 | 2018 Proxy Statement | ![]() |
proxy statement summary |
board of directors | |||||||||
![]() | |||||||||
Average Age: | 56.4 years | ||||||||
Average Tenure: | 2.1 years | ||||||||
Our directors have or exhibit: | |||||||||
* a proven track record | * personal and professional integrity | * public company board * experience | |||||||
* innovative thinking | * diversity of expertise and experience | * extensive operational * experience | |||||||
* financial and accounting * expertise | * knowledge of corporate governance * practices and requirements | * significant retail and * consumer packaged goods * experience | |||||||
name | age | independent? | committees | class | term ends | see page | |||
Tarang P. Amin | 53 | No | None | III | 2019 | 14 | |||
Lauren Cooks Levitan | 52 | Yes | Audit, NomGov | II | 2018 | 12 | |||
William E. McGlashan, Jr. | 54 | Yes | Comp (Chair) | III | 2019 | 14 | |||
Richelle P. Parham | 50 | Yes | None | II | 2018 | 12 | |||
Kirk L. Perry | 51 | Yes | None | I | 2020 | 15 | |||
Beth M. Pritchard | 70 | Yes | None | III | 2019 | 15 | |||
Sabrina L. Simmons | 55 | Yes | Audit (Chair) | I | 2020 | 16 | |||
Maureen C. Watson | 50 | Yes | NomGov (Chair) | I | 2020 | 16 | |||
Richard G. Wolford | 73 | Yes | Audit, Comp | II | 2018 | 13 |
executive officers | |||||||
name | age | position | named executive officer? | see page | |||
Tarang P. Amin | 53 | Chairman, Chief Executive Officer, and Director | Yes | ||||
John P. Bailey | 37 | President and Chief Financial Officer | Yes | ||||
Richard F. Baruch, Jr. | 50 | Senior Vice President and Chief Commercial Officer | No | 25 | |||
Jonathan T. Fieldman | 48 | Senior Vice President, Operations | No | 25 | |||
Scott K. Milsten | 48 | Senior Vice President, General Counsel, Corp. Sec. & Chief People Officer | Yes | 25 |
![]() | 2018 Proxy Statement | 5 |
On what matters am I voting?
You may vote on:
The stockholders also will transact any other business thatproposals listed in this proxy statement) is properly comesbrought before the Annual Meeting?
What If any other matters are properly brought before the Annual Meeting or any postponement or adjournment thereof, it is our Board’s voting recommendation?
Our Board recommends that you vote:
Who is entitled to vote?
6 | 2018 Proxy Statement | ![]() |
questions and answers |
Voting procedures based on how your shares are held are described below.
Bank or other Nominee. If your shares were held not in your name, but rather in an account at a broker, at the close of business on the record date, then you are the beneficial owner of shares held in “street name” and the broker holding your account is considered to be the stockholder of record for purposes of voting at the Annual Meeting. If you are a beneficial owner of shares registered in the name of your broker, bank or other nominee, you should have received a voting instruction form and Notice containing
If available throughform
companies.
Stockholder of Record: Shares Registered in Your Name
If you held your shares were registered directly in your name with the transfer agent for our common stock, Computershare, Inc. (“Computershare”), then you arethrough a stockholder of record. As a stockholder of record,broker, you may not vote your shares in person at the Annual Meeting or vote by proxy. unless you request and obtain a proxy form from your broker. Please contact your broker to request a proxy form.
Beneficial Owner: Shares Registered in the Name of a Broker, Bank or other Nominee
If your shares were held in an account at a brokerage firm, bank, dealer or other similar organization, then you are the beneficial owner
date.
![]() | 2018 Proxy Statement | 7 |
questions and answers |
will have no effect on the vote for this proposal.
Which ballot measures are considered “routine” or “non-routine?”
matter; and
How many votes are needed to approve the proposals?
For Proposal 1, the election of our directors. If you hold your shares beneficially through a broker and you do not instruct your broker how to vote in the election of our directors, the three nominees receiving the highest number of “For”no votes will be elected. Broker non-votes will have no effectcast on the outcome of Proposal 1. Proposals 2, 3 and 4 require the affirmative vote of the majority of votes cast (excluding abstentions and broker non-votes) for approval.
your behalf.
May I revoke my proxy?
As a stockholder of record, you may revoke your proxy and changebefore the final vote in any one of the following ways:
8 | 2018 Proxy Statement | ![]() |
questions and answers |
If your shares are held in street name, pleaseby your broker, you should follow the instructions provided by your broker, bank or other nominee. If you decide to attend and vote at the Annual Meeting and your shares are held in street name, your vote in person at the Annual Meeting will not be effective unless you have obtained and present at the Annual Meeting a valid proxy issued in your name from your broker, bank or other nominee.
All properly signed proxies that are received before the polls are closed at the Annual Meeting and that are not revoked will be voted at the Annual Meeting according to the instructions indicated on the proxies or, if no direction is indicated, they will be voted “FOR” each of the proposals. The enclosed proxy gives each of Tarang P. Amin, John P. Bailey and Scott K. Milsten discretionary authority to vote your shares in accordance with his best judgment with respect to all additional matters that might come before the Annual Meeting.
What does it mean if I receive more than one Proxy Card?
If your shares are registered to different holders or are held in more than one account, you will receive more than one Proxy Card. Please sign and return all Proxy Cards to ensure that all of your shares are voted.
broker.
final voting results are unavailable at that time, we will file an amended Current Report on Form 8-K within four business days of the day the final results are available.
2019?
![]() | 2018 Proxy Statement | 9 |
questions and answers |
94607
10 | 2018 Proxy Statement | ![]() |
Our Board currently consists of seven directors. Our Charter provides that the Board consists of three classes
proposal 1: election of three class II directors | ||
Our Board currently consists of nine directors. Our Amended and Restated Certificate of Incorporation provides that the Board consists of The Board has nominated three nominees for election as Class II directors at the Annual Meeting: Lauren Cooks Levitan, Richelle P. Parham, and Richard G. Wolford. If elected at the Annual Meeting, the nominees would serve until the third annual meeting of stockholders following their election and until his or her successor is duly elected and qualified, or until such director’s earlier death, resignation or removal. Each of the nominees for election as Class II directors is presently a member of our Board. If for any reason, any of the nominees is unable or unwilling to serve at the time of the 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. The Board has no reason to believe that the nominees will be unable or decline to serve as directors if elected. The nominees receiving the most “For” votes will be elected. The Board recommends a vote “FOR” the election of each nominee. | ||
Our Board is currently composed of the following classes of directors:
Class | Expiration | Member | Age | Position | Appointed | |||||||||||
I | 2017 | Kirk L. Perry | 50 | Director | 2016 | |||||||||||
Sabrina L. Simmons | 54 | Director | 2016 | |||||||||||||
Maureen C. Watson | 49 | Director | 2015 | |||||||||||||
II | 2018 | Lauren Cooks Levitan | 51 | Director | 2016 | |||||||||||
Richard G. Wolford | 72 | Director | 2014 | |||||||||||||
III | 2019 | Tarang P. Amin | 52 | Chairman, Chief Executive Officer and Director | 2014 | |||||||||||
William E. McGlashan, Jr. | 53 | Director | 2015 |
Each of the nominees for election to Class I, Kirk L. Perry, Sabrina L. Simmons and Maureen C. Watson, are presently members of our Board. If elected at the Annual Meeting, the nominees would serve until the third annual meeting of stockholders following their election and until his or her successor is duly elected and qualified, or until such director’s earlier death, resignation or removal. If for any reason, any of the nominees is unable or unwilling to serve at the time of the Annual Meeting, the persons named as proxies in the proxy 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. The Board has no reason to believe that the nominees will be unable or decline to serve as directors if elected.
Set forth below are descriptions of the backgrounds of the nominees and the continuing directorsbrief biography, as of the Record Date. We are not awaredate of any family relationships among anythis Proxy Statement, of our directorseach nominee and executive officers. The Board believes that each continuing director and a discussion of the directors is qualifiedrelevant experiences, qualifications, attributes, or skills of each nominee that led the Nominating and Corporate Governance Committee and the Board to serverecommend that person as a member of the Board based on, among other things, the individual experience, skills and attributes described below.
Nominees
Kirk L. Perry. Mr. Perrynominee for director.
![]() | 2018 Proxy Statement | 11 |
board of directors |
Lauren Cooks Levitan | |
![]() | Ms. Levitan has Ms. Levitan received her B.A. in Political Science from Duke University and received her M.B.A. from Stanford University Graduate School of Business. |
Age: 52 Director Since: 2016 Term Ends: 2018 Committees: Audit, NomGov Independent | |
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. | |
Richelle P. Parham | |
![]() | Ms. Parham has served as a member of our Board since March 2018. Ms. Parham is currently a general partner at Camden Partners Holdings, LLC, a Baltimore-based private equity firm focused on providing growth and seed capital to lower-middle market companies in technology, business services, education and health care. Prior to joining Camden Partners in October 2016, Ms. Parham served as Vice President, Chief Marketing Officer of eBay, a multinational e-commerce corporation, from November 2010 to March 2015. At eBay, Ms. Parham was responsible, globally, for eBay brand strategy and brand marketing, to reach over 108 million active eBay users, Internet marketing, and content resource management. Prior to joining eBay, Ms. Parham served as head of Global Marketing Innovation and Initiatives and head of Global Marketing Services at Visa, Inc. from 2008 to 2010. Her experience also includes 13 years at Digitas, Inc., a leading marketing agency, where she held a variety of senior leadership roles, including Senior Vice President and General Manager of the agency’s Chicago office. Ms. Parham serves on the board of directors of Best Buy Co., Inc. (NYSE: BBY), a position she has held since 2018, the board of directors of Laboratory Corporation of American Holdings (LabCorp) (NYSE: LH), a position she has held since 2016, and is a member of the Drexel University Board of Trustees, a position she has held since 2014. Ms. Parham previously served on the board of directors of Scripps Network Interactive Inc. (NYSE: SNI) from 2012 until its acquisition in 2018. Furthermore, as an advocate of empowering female leaders through STEM programs, Ms. Parham is a member of the advisory board for Girls Who Code. Ms. Parham holds double Bachelor of Science degrees in Business Administration and Design Arts from Drexel University. |
Age: 50 Director Since: 2018 Term Ends: 2018 Committees: None Independent | |
We believe Ms. Parham’s executive experience and more than 20 years of global strategy and marketing experience, as well as expertise in understanding consumers and the consumer decision journey, provide her with the qualifications and skills to serve as a member of our Board. |
12 | 2018 Proxy Statement | ![]() |
board of directors |
Richard G. Wolford | |
![]() | Mr. Wolford has served as a member of our Board since September 2014 and has been designated to serve as a member of our Board by TPG Growth II Advisors, Inc. (“TPG Growth”). Mr. Wolford served as interim President and Chief Executive Officer of Diamond Foods, Inc., an American packaged food company, from February 2012 until May 2012. Mr. Wolford served as Chief Executive Officer and a director of Del Monte Foods Company, a North American food production and distribution company, from April 1997 until March 2011. He was elected President of Del Monte in February 1998 and Chairman of the board of directors in May 2000. From 1988 to 1996, Mr. Wolford was Chief Executive Officer of HK Acquisition Corp., where he developed food industry investments with venture capital investors. From 1967 to 1987, he held a variety of positions at Dole Foods, an agricultural multinational corporation, including President of Dole Packaged Foods from 1982 to 1987. Mr. Wolford was a member of the board of directors of Diamond Foods, Inc. from April 2011 until May 2012. Mr. Wolford served on the board of directors of Schiff Nutrition from September 2011 to January 2013. Mr. Wolford served as a member of the board of directors of Pulte Homes, Inc., a homebuilding company, from May 2008 to August 2009. In addition, Mr. Wolford served as Chairman of the board of directors of the Grocery Manufacturers Association (“GMA”), from January 2010 to March 2011, resigning upon the sale of Del Monte. As Chairman of GMA, Mr. Wolford also served on the board of directors of Consumer Goods Forum, a global association of consumer-packaged goods companies, retailers and manufacturers. Prior to that, Mr. Wolford served as Vice Chairman of GMA from January 2008 to January 2010, and chaired GMA’s Industry Affairs Council from June 2005 to January 2010. In 2011, Mr. Wolford was the recipient of the GMA Hall of Achievement award honoring extraordinary leadership and commitment to the consumer-packaged goods industry. Mr. Wolford holds a B.A. in Economics from Harvard University. |
Age: 73 Director Since: 2014 Term Ends: 2018 Committees: Audit, Comp Independent | |
We believe Mr. Wolford’s extensive public company management, reporting, finance, and corporate governance experience, as well as deep knowledge of the consumer products industry, provide him with the qualifications and skills to serve as a member of our Board. |
![]() | 2018 Proxy Statement | 13 |
board of directors |
Tarang P. Amin | ||
![]() | Mr. Amin has served as our Chief Executive Officer and Director since January 2014, and has served as our Chairman since August 2015. Mr. Amin has more than 25 years of consumer products experience, as well as a demonstrated record of driving profitable growth at the companies he leads. Previously, he served as President, Chief Executive Officer, and Director of Schiff Nutrition, a manufacturer of nutritional supplements, from March 2011 to January 2013. Under his leadership, Schiff Nutrition, with leading brands Airborne, MegaRed, Digestive Advantage and Move Free, grew enterprise value from $190 million to $1.5 billion. Prior to that, Mr. Amin worked for The Clorox Company, a multinational manufacturer and marketer of consumer products, from December 2002 to March 2011. He served as Vice President, General Manager of The Clorox Company’s $1.7 billion Litter, Food, and Charcoal Strategic Business Units, taking Kingsford, Hidden Valley and Fresh Step to new records. He also served in senior management roles that helped to double the sales of the global Clorox franchise to $1.5 billion. Prior to Clorox, Mr. Amin held management positions at Procter & Gamble, a multinational consumer goods company, where he helped grow Pantene’s sales from $50 million to $2 billion, as well as helped increase sales of Bounty by $300 million. Mr. Amin earned his B.A. in international policy and M.B.A. from Duke University. | |
Age: 53 Director Since: 2014 Term Ends: 2019 Committees: None | ||
We believe Mr. Amin’s executive leadership skills and considerable experience in consumer products provide him with the qualifications and skills to serve as a member of our Board. | ||
William E. McGlashan, Jr. | ||
![]() | Mr. McGlashan has served as a member of our Board since August 2015 and has been designated to serve as a member of our Board by TPG Growth. Mr. McGlashan is the Managing Partner of TPG Growth, LLC, the middle market and growth equity platform of TPG and an affiliate of the Company, and a member of the TPG Executive Committee. Mr. McGlashan currently serves on the boards of directors of several private companies. Mr. McGlashan served as a director of SuccessFactors, Inc. from 2005 to 2012, where he served on the audit committee, nominating and governance committee, and mergers & acquisition committee from 2007 to 2012. Mr. McGlashan also served as a member of the board of directors of Schiff Nutrition from 2010 to 2012, where he served on the compensation committee from 2010 to 2012. From December 2001 to March 2004, Mr. McGlashan served as Chairman of the board of directors and Chief Executive Officer of Critical Path, Inc., a digital communications software company. Mr. McGlashan holds a B.A. in History from Yale University and an M.B.A. from Stanford University Graduate School of Business. | |
Age: 54 Director Since: 2015 Term Ends: 2019 Committees: Comp (Chair) Independent | ||
We believe Mr. McGlashan’s significant corporate governance experience and operational expertise provide him with the qualifications and skills to serve as a member of our Board. |
14 | 2018 Proxy Statement | ![]() |
board of directors |
Kirk L. Perry | |
![]() | Mr. Perry has served as a member of our Board since September 2017. Mr. Perry currently serves as President, Brand Solutions at Google Inc., a technology company, a position he has held since December 2013, and is responsible for driving Google’s revenue with the world’s largest advertisers and advertising agencies. Prior to this role, Mr. Perry was President, Global Family Care at Procter & Gamble from May 2011 to December 2013. He held numerous positions of increasing responsibility with Procter & Gamble beginning in 1990 in marketing and general management roles, including General Manager Northeast Asia Baby & Family Care from 2001 to 2003 (Mr. Perry was based in Korea and Japan from 1997 to 2003), Vice President North America Baby Care from 2003 to 2008, and Vice President, North America Marketing and U.S. Operations from 2008 to 2011. Mr. Perry has served as a member of the board of directors of The J. M. Smucker Company (NYSE: SJM) since 2017, and he served as a member of the board of directors of the Hillerich & Bradsby Co. (Louisville Slugger), a sporting goods manufacturer, from September 2013 to August 2017. Other volunteer board affiliations have included the Ronald McDonald House, The CityLink Foundation, The United Way Campaign Cabinet, The March of Dimes National and Regional boards, the University of Cincinnati Foundation and the University of Cincinnati Bicentennial Commission. Mr. Perry graduated with a B.B.A. in Marketing and Finance from the University of Cincinnati. |
Age: 52 Director Since: 2016 Term Ends: 2020 Committees: None Independent | |
We believe Mr. Perry’s extensive operational experience in marketing, operations, general management, consumer products, technology and digital media provides him with the qualifications and skills to serve as a member of our Board. | |
Beth M. Pritchard | |
![]() | Ms. Pritchard has served as a member of our Board since November 2017. She currently serves on the board of directors of Loblaw Companies Limited (TSE: L) and the board of directors of The Vitamin Shoppe (NYSE: VSI) and has previously served on numerous public and private company boards. Ms. Pritchard served as Principal and Strategic Advisor of Sunrise Beauty Studio, LLC from February 2009 to October 2017. She served as North American Advisor to M.H. Alshaya Co. from 2008 to 2013. From 2006 to 2009, Ms. Pritchard was the President and Chief Executive Officer and subsequent Vice Chairman of Dean & DeLuca, Inc. Ms. Pritchard was the President and Chief Executive Officer of Organized Living Inc. from 2004 to 2005. Prior to that, from 1991 to 2003, she held executive positions with L Brands, Inc., serving as President and Chief Executive Officer of Bath & Body Works, Chief Executive Officer of Victoria’s Secret Beauty, and Chief Executive Officer of The White Barn Candle Company. Ms. Pritchard received her B.A. in International Relations from the University of Wisconsin-Milwaukee and her M.B.A. from Marquette University. |
Age: 70 Director Since: 2017 Term Ends: 2019 Committees: None Independent | |
We believe Ms. Pritchard’s experience in general management and the beauty industry, track record of building brands, and considerable experience as a board member for public companies provide her with the qualifications and skills to serve as a member of our Board. |
![]() | 2018 Proxy Statement | 15 |
board of directors |
Sabrina L. Simmons | |
![]() | Ms. Simmons has served as a member of our Board since March 2016. Ms. Simmons served as Executive Vice President and Chief Financial Officer of The Gap, Inc., a clothing company, from January 2008 until February 2018. Previously, Ms. Simmons also served in the following positions at Gap: Executive Vice President, Corporate Finance from September 2007 to January 2008, Senior Vice President, Corporate Finance and Treasurer from March 2003 to September 2007, and Vice President and Treasurer from September 2001 to March 2003. Prior to that, Ms. Simmons served as Chief Financial Officer and an executive member of the board of directors of Sygen International PLC, a British genetics company. Prior to that, Ms. Simmons was Assistant Treasurer at Levi Strauss & Co., a clothing company. Ms. Simmons currently serves as a member of the board of directors of Williams-Sonoma, Inc. (NYSE: WSM), a consumer retail company, where she is a member of the audit and finance committee. Ms. Simmons currently also serves on the Haas School of Business Advisory Board. Ms. Simmons received her B.S. in Business from the University of California, Berkeley and received her M.B.A. from the Anderson School at the University of California, Los Angeles. Ms. Simmons is a certified public accountant (inactive status). |
Age: 55 Director Since: 2016 Term Ends: 2020 Committees: Audit (Chair) Independent | |
We believe Ms. Simmons’ significant financial and accounting experience provide her with the qualifications and skills to serve as a member of our Board. | |
Maureen C. Watson | |
![]() | Ms. Watson has served as a member of our Board since August 2015 and has been designated to serve as a member of our Board by TPG Growth. Ms. Watson currently serves as Chief Product Officer of Madison Reed, Inc., a hair care company, a position she has held since August 2015. Previously, she served at Sephora USA, Inc., a cosmetics company, as Senior Vice President, Merchandising from March 2013 to March 2015. Prior to that, she served as Senior Vice President, Global Sales and Merchandising of Lucky Brand Jeans (Lucky Brand, Inc.), a clothing company, from September 2010 to September 2011. Prior to that, Ms. Watson served in various leadership roles at The Gap, Inc. Ms. Watson earned a B.A. in Political Science and French from Middlebury College. |
Age: 50 Director Since: 2015 Term Ends: 2020 Committees: NomGov (Chair) Independent | |
We believe Ms. Watson’s extensive consumer products and cosmetics experience provide her with the qualifications and skills to serve as a member of our Board. |
16 | 2018 Proxy Statement | ![]() |
board of directors |
Sabrina L. Simmons. Ms. Simmons has served as a member of our Board since March 2016. Ms. Simmons served as Executive Vice President and Chief Financial Officer of The Gap, Inc., a clothing company, from January 2008 until February 2017. Previously, Ms. Simmons also served in the following positions at Gap: Executive Vice President, Corporate Finance from September 2007 to January 2008, Senior Vice President, Corporate Finance and Treasurer from March 2003 to September 2007, and Vice President and Treasurer from September 2001 to March 2003. Prior to that, Ms. Simmons served as Chief Financial Officer and an executive member of the board of directors of Sygen International PLC, a British genetics company. Prior to that, Ms. Simmons was Assistant Treasurer at Levi Strauss & Co., a clothing company. Ms. Simmons currently serves as a member of the board of directors of Williams-Sonoma, Inc., a consumer retail company, where she is a member of the audit and finance committee. Ms. Simmons currently also serves on the Haas School of Business Advisory Board. Ms. Simmons received her B.S. in Business from the University of California, Berkeley and received her M.B.A. from the Anderson School at the University of California, Los Angeles. Ms. Simmons is a certified public accountant (inactive status). We believe Ms. Simmons’ significant financial and accounting experience provide her with the qualifications and skills to serve as a member of our Board.
Maureen C. Watson. Ms. Watson has served as a member of our Board since August 2015 and has been designated to serve as a member of our Board by TPG Growth. Ms. Watson currently serves as Chief Product Officer of Madison Reed, Inc., a hair care company, a position she has held since August 2015. Previously, she served at Sephora USA, Inc., a cosmetics company, as Senior Vice President, Merchandising from March 2013 to March 2015. Prior to that, she served as Senior Vice President, Global Sales and Merchandising of Lucky Brand Jeans (Lucky Brand, Inc.), a clothing company, from September 2010 to September 2011. Prior to that, Ms. Watson served in various leadership roles at The Gap, Inc. Ms. Watson earned a B.A. in Political Science and French from Middlebury College. We believe Ms. Watson’s extensive consumer products and cosmetics experience provide her with the qualifications and skills to serve as a member of our Board.
Continuing Directors
Tarang P. Amin. Mr. Amin has served as our Chief Executive Officer and Director since January 2014, and has served as our Chairman since August 2015. Mr. Amin has more than 25 years of consumer products experience, as well as a demonstrated record of driving profitable growth at the companies he leads. Previously, he served as President, Chief Executive Officer and Director of Schiff Nutrition, a manufacturer of nutritional supplements, from March 2011 to January 2013. Under his leadership, Schiff, with leading brands Airborne, MegaRed, Digestive Advantage and Move Free, grew enterprise value from $190 million to $1.5 billion. Prior to that, Mr. Amin worked for The Clorox Company, a multinational manufacturer and marketer of consumer products, from December 2002 to March 2011. He served as Vice President, General Manager of The Clorox Company’s $1.7 billion Litter, Food and Charcoal Strategic Business Units, taking Kingsford, Hidden Valley and Fresh Step to new records. He also served in senior management roles that helped to double the sales of the global Clorox franchise to $1.5 billion. Prior to Clorox, Mr. Amin held management positions at Procter & Gamble, a multinational consumer goods company, where he helped grow Pantene’s sales from $50 million to $2 billion, as well as helped increase sales of Bounty by $300 million. Mr. Amin earned his B.A. in international policy and M.B.A. from Duke University. We believe Mr. Amin’s executive leadership skills and considerable experience in consumer products provide him with the qualifications and skills to serve as a member of our Board.
Lauren Cooks Levitan. Ms. Levitan has served as a member of our Board since June 2016. Ms. Levitan currently serves as Chief Financial Officer of Fanatics, Inc., a retailer of licensed sports apparel and merchandise, a position she has held since June 2015. Previously, from January 2009 to May 2015, Ms. Levitan was
equity capital markets and investment banking at Goldman Sachs. She received her B.A. in Political Science from Duke University and received her M.B.A. from Stanford University Graduate School of Business. 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.
William E. McGlashan, Jr. Mr. McGlashan has served as a member of our Board since August 2015 and has been designated to serve as a member of our Board by TPG Growth. Mr. McGlashan is the Managing Partner of TPG Growth and a member of the TPG Executive Committee. Mr. McGlashan currently serves on the boards of directors of several private companies. Mr. McGlashan served as a director of SuccessFactors, Inc. from 2005 to 2012, where he served on the audit committee, nominating and governance committee and mergers & acquisition committee from 2007 to 2012. Mr. McGlashan also served as a director of Schiff Nutrition from 2010 to 2012, where he served on the compensation committee from 2010 to 2012. From December 2001 to March 2004, Mr. McGlashan served as Chairman of the board of directors and Chief Executive Officer of Critical Path, Inc., a digital communications software company. Mr. McGlashan holds a B.A. in History from Yale University and an M.B.A. from Stanford University Graduate School of Business. We believe Mr. McGlashan’s significant corporate governance experience and operational expertise provide him with the qualifications and skills to serve as a member of our Board.
Richard G. Wolford. Mr. Wolford has served as a member of our Board since September 2014 and has been designated to serve as a member of our Board by TPG Growth. Mr. Wolford served as interim President and Chief Executive Officer of Diamond Foods, Inc., an American packaged food company, from February 2012 until May 2012. Mr. Wolford served as Chief Executive Officer and a director of Del Monte Foods Company, a North American food production and distribution company, from April 1997 until March 2011. He was elected President of Del Monte in February 1998 and Chairman of the board of directors in May 2000. From 1988 to 1996, Mr. Wolford was Chief Executive Officer of HK Acquisition Corp., where he developed food industry investments with venture capital investors. From 1967 to 1987, he held a variety of positions at Dole Foods, an agricultural multinational corporation, including President of Dole Packaged Foods from 1982 to 1987. Mr. Wolford was a member of the board of directors of Diamond Foods, Inc. from April 2011 until May 2012. Mr. Wolford served on the board of directors of Schiff Nutrition from September 2011 to January 2013. Mr. Wolford served as a member of the board of directors of Pulte Homes, Inc., a homebuilding company, from May 2008 to August 2009. In addition, Mr. Wolford served as Chairman of the board of directors of the Grocery Manufacturers Association (“GMA”), from January 2010 to March 2011, resigning upon the sale of Del Monte. As Chairman of GMA, Mr. Wolford also served on the board of directors of Consumer Goods Forum, a global association of consumer packaged goods companies, retailers and manufacturers. Prior to that, Mr. Wolford served as Vice Chairman of GMA from January 2008 to January 2010, and chaired GMA’s Industry Affairs Council from June 2005 to January 2010. In 2011, Mr. Wolford was the recipient of the GMA Hall of Achievement award honoring extraordinary leadership and commitment to the consumer packaged goods industry. Mr. Wolford holds a B.A. in Economics from Harvard University. We believe Mr. Wolford’s extensive public company management, reporting, finance and corporate governance experience, as well as deep knowledge of the consumer products industry, provide him with the qualifications and skills to serve as a member of our Board.
Our Board of Directors recommends a vote FOR the election of each of the nominated directors.
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
Role and Responsibilities of the Board of Directors
The Board represents the stockholders’ interests and is responsible for furthering the long-term success and value of the Company, consistent with its fiduciary duties to the stockholders. The Board has responsibility for establishing broad corporate policies, setting strategic direction and overseeing management, which is responsible for the day-to-day operations of the Company. In fulfilling this role, each director must exercise his
or her good faith business judgment in the best interests of the Company and its stockholders. The Company is committed to conducting its business in accordance with ethical business principles. Integrity and ethical behavior are core values of the Company. The Board will provide the best example of these values and will reinforce their importance at appropriate times.
To assist in carrying out the Board’s responsibilities,Meeting. Mr. Amin and Mr. McGlashan have served on our Board has established an Audit Committee,since 2014 and 2015, respectively, and serve Class III directors, with a Compensation Committee and a Nominating and Corporate Governance Committee. term ending at our 2019 annual meeting of stockholders.
Percentage of Outstanding Common Stock | Number of TPG Growth Nominees |
30% or greater | 3 |
Less than 30% but greater than or equal to 20% | 2 |
Less than 20% but greater than or equal to 5% | 1 |
Less than 5% | 0 |
During 2016, our Board held six meetings. Each director attended at least 75 percent of the total number of meetings of our Board held during 2016 and the total number of meetings held during 2016 by all committees of our Board on which that director served. Although we do not have a policy with regard to Board members’ attendance at our Annual Meetings of Stockholders, all of the directors are encouraged to attend such meetings.
Board Leadership Structure
The
Risk Oversight
Our
![]() | 2018 Proxy Statement | 17 |
board of directors |
Governance Committee considers potential risks related to the effectiveness of the Board, including succession planning for the Board and our overall governance and board structure. To facilitate our Board’s oversight of our risk management process, the chairperson of the relevant Board committee reports on its discussions to the full Board at its regular meetings, thereby enabling the Board and its committees to coordinate the risk oversight role and keep informed of any developments impacting the Company’s risk profile.
Audit Committee
The current membersindependent directors.
Our Board has determined that each member of the Audit Committee qualifies asis led by an independent director under NYSE corporatechair. These committees play a critical role in our governance standards and the independence requirements of Rule 10A-3 of the Exchange Act. Our Boardstrategy, and each committee has also determined that Ms. Simmons qualifies as an “audit committee financial expert” as the term is defined in Item 407(d)(5) of Regulation S-K. See the sections entitled “Nominees”access to management and “Continuing Directors” under Proposal No. 1 – Election of Directors above for a description of the relevant experience of these directors.
The Audit Committee operates pursuant to a written charter, a copy of which is available on our website at http://investor.elfcosmetics.com/corporate-governance/committees.
The Audit Committee’s responsibilities include:
Compensation Committee
The current members of the Compensation Committee are Mr. McGlashan, who serves as Chair, and Mr. Wolford. Our Board has determined that each member of the Compensation Committee is an independent director under the applicable rules and regulations of the NYSE relating to compensation committee independence. During the year ended December 31, 2016, the Compensation Committee held eight meetings. The Compensation Committee operates pursuant to a written charter, a copy of which is available on our website at http://investor.elfcosmetics.com/corporate-governance/committees.
The Compensation Committee’s responsibilities include:
Our Chief Executive Officer annually reviews the performance of each executive officer (other than the Chief Executive Officer, whose performance is reviewed by the Compensation Committee) and makes recommendations regarding the base salary and other compensation payable to these executive officers. The Compensation Committee considers those recommendations in determining base salaries, adjustments to base salaries, annual cash bonus program targets and awards and equity awards, if any, for the executive officers. The Compensation Committee generally exercises its discretion in modifying any recommended adjustments or awards to executives. The Compensation Committee has the authority to retain consultants andindependent advisors as it may deemdeems appropriate in its sole discretion, and has the sole authority to approve related fees and other retention terms.
Nominating and Corporate Governance Committee
Thecommittee is responsible for reviewing with the full Board, on an annual basis, the appropriate characteristics, skills and experience required for our Board as a whole and its individual members. In evaluating the suitability of individual candidates (both new candidates and current members ofmembers), the Nominating and Corporate Governance Committee, are Ms. Watson, who serves asin recommending candidates for election, and the Chair, and Ms. Levitan. Board, in approving (and, in the case of vacancies, appointing) such candidates, may take into account many factors, including but not limited to the following:
• personal and professional integrity; • ethics and values; • experience in corporate management, such as serving as an officer or former officer of a publicly held company; • experience in the industries in which we compete; | • experience as a board member or executive officer of another publicly held company; • diversity of expertise and experience in substantive matters pertaining to our business relative to other Board members; • conflicts of interest; and • practical and mature business judgment. |
The Nominating and Corporate Governance Committee’s responsibilities include:
Director Independence
Our Board currently consists of seven members.
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board of directors |
Consideration of Stockholder Nominees for Director
Board Diversity
Our Nominating and Corporate Governance committee is responsibleCommittee.
![]() | 2018 Proxy Statement | 19 |
board of directors |
Name | Audit | Compensation | Nominating and Corporate Governance |
Tarang P. Amin | |||
Lauren Cooks Levitan | Member | Member | |
William E. McGlashan, Jr. | Chair | ||
Richelle P. Parham | |||
Kirk L. Perry | |||
Beth M. Pritchard | |||
Sabrina L. Simmons | Chair | ||
Maureen C. Watson | Chair | ||
Richard G. Wolford | Member | Member |
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board of directors |
Retainer | Cash(1) | Stock Award(2) | Total | ||||||||
Annual Retainer | $ | 45,000 | $ | 140,000 | $ | 185,000 | |||||
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 Chairperson Committee Retainer | $ | 6,000 | $ | — | $ | 6,000 | |||||
Nominating and Corporate Governance Member Committee Retainer | $ | 3,000 | $ | — | $ | 3,000 | |||||
(1) | Prior to January 1 of any year, a non-employee director may elect to receive all of his or her annual cash retainer for the following year in the form of an equity award. | ||||||||||
(2) | Payable in time-vesting restricted stock units (“RSUs”). The actual number of RSUs granted to a director is calculated by dividing the dollar amount in the table by the closing trading price of our common stock on the date of grant, pro-rated for new directors. |
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board of directors |
Name | Fees Earned or Paid in Cash | Stock Award(1) | Total | ||||||||||
Lauren Cooks Levitan* | $ | 22,413 | $ | 195,495 | $ | 217,908 | |||||||
William E. McGlashan, Jr. | $ | — | $ | — | $ | — | |||||||
Kirk L. Perry | $ | 45,000 | $ | 139,980 | $ | 184,980 | |||||||
Beth M. Pritchard† | $ | 6,481 | $ | 69,696 | $ | 76,177 | |||||||
Sabrina L. Simmons* | $ | 24,231 | $ | 199,993 | $ | 224,224 | |||||||
Maureen C. Watson* | $ | 20,596 | $ | 190,997 | $ | 211,593 | |||||||
Richard G. Wolford* | $ | 23,221 | $ | 197,483 | $ | 220,704 | |||||||
* | Each of Ms. Levitan, Ms. Simmons, Ms. Watson, and Mr. Wolford elected to receive an equity award in lieu of cash commencing on May 24, 2017. | ||||||||||||
† | Ms. Pritchard was appointed to our Board effective as of November 8, 2017. | ||||||||||||
(1) | Represents the grant date fair value of 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 12 in the 2017Annual 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. As of December 31, 2017, Ms. Levitan held 7,867 unvested RSUs and 34,500 exercisable stock options (of which 27,600 are unvested but permit early exercise), Mr. McGlashan held 0 unvested RSUs and 0 unexercised stock options, Ms. Parham held 0 unvested RSUs and 0 unexercised stock options, Mr. Perry held 5,633 unvested RSUs and 0 unexercised stock options, Ms. Pritchard held 0 unvested RSUs and 0 unexercised stock options, Ms. Simmons held 8,048 unvested RSUs and 34,500 unexercised stock options (of which 27,600 are unvested but permit early exercise), Ms. Watson held 7,686 unvested RSUs and 34,500 unexercised stock options, and Mr. Wolford held 7,947 unvested RSUs and 34,500 unexercised stock options. |
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Our Board evaluates each individual in the context of the Board as a whole, with the objective of assembling a group that can best maximize the success of our business and represent stockholder interests through the exercise of sound judgment using its diversity of experience in these various areas.
Code of Business Conduct and Ethics
Corporate Governance Guidelines
Communicationsgovernance-guidelines
Interesteddirectors
Executive Sessions of Non-Management Directors
Our non-management directors regularly meet in executive sessions of the Board in which our management director and other members of management do not participate. These non-management sessions are generally scheduled on the same day as regularly scheduled quarterly meetings of our Board.
Compensation Committee Interlocks and Insider Participation
The individuals who served as members of the Compensation Committee during the year ended December 31, 2016 were Messrs. McGlashan and Wolford, both of whom was determined by the Board to be independent under the applicable rules and regulations of the NYSE relating to compensation committee independence. No member of our Compensation Committee served at any time during 2016 as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving as members of our Board or Compensation Committee.
Compensation of Directors
We implemented a Director Compensation Program that became effective as to our non-employee directors effective upon the closing of our initial public offering. Under the Director Compensation Program, our non-employee directors receive cash compensation, paid quarterly in arrears, as set forth below; provided, that each non-employee director may elect to receive his or her annual compensation in the form of restricted stock units that vest in full on the earlier of the first anniversary of the date of grant, or immediately prior to the next annual meeting of our stockholders occurring after such award is granted, subject to certain limitations. All of our non-employee directors, with the exception of Mr. McGlashan who does not receive any compensation for his service, are eligible to receive compensation for their service on our Board.
Cash Fees
The following annual cash retainers are paid under the Director Compensation Program:
For the year ended December 31, 2016, the annual cash retainers were pro-rated for the period from September 22, 2016, the date our shares commenced trading on the NYSE, to December 31, 2016.
Initial and Annual Director Equity Awards
Each non-employee director who is elected or appointed to serve on our Board after the initial public offering will be granted restricted stock units in an amount equal to (i) $140,000 divided by (ii) the fair market value of a share of our common stock as of the date of the appointment or election, pro-rated for such director’s service until the next annual meeting of our stockholders (the “Initial Award”). In addition, each non-employee director who continues to serve on our Board immediately following any annual meeting of our stockholders will be granted, on the date of the annual meeting, that number of restricted stock units calculated by dividing (i) $140,000 by (ii) the fair market value of a share of our common stock as of such date (the “Annual Award”). In each case, the fair market value will be determined pursuant to the terms of the 2016 Equity Incentive Award Plan (the “2016 Plan”), or any other applicable equity incentive plan that we maintain at such time.
Each Initial Award will vest in full upon the earlier of the date of the first annual meeting of our stockholders occurring after the Initial Award is granted or the first anniversary of the annual meeting of our stockholders immediately preceding the date on which the Initial Award is granted. Each Annual Award will vest in full on the earlier of the first anniversary of the date of grant, or immediately prior to the next annual meeting of our stockholders occurring after the Annual Award is granted. In each case, vesting will be subject to the non-employee director continuing to provide services to us through the applicable vesting date.
Under the Director Compensation Program, all Initial Awards and Annual Awards, and any other stock options or other equity-based awards then held by a non-employee director, will vest and, if applicable, become exercisable in full immediately prior to the occurrence of a change in control (as defined in the 2016 Plan).
2016 Director Compensation Table
The following table summarizes the cash and equity compensation received by our non-employee directors who served for all or a portion of the year ended December 31, 2016. We do not offer our non-employee directors any perquisites or other forms of compensation. However, we do reimburse all directors for their reasonable expenses incurred in connection with their activities as directors.
Name | Fees Earned or Paid in Cash($)(1) | Option Awards ($)(2) | Total | |||||||||
Lauren Cooks Levitan(3) | $ | 13,875.00 | $ | 89,449.90 | $ | 103,324.90 | ||||||
William E. McGlashan, Jr. | — | — | — | |||||||||
Kirk L. Perry(4) | $ | 11,250.00 | $ | 219,399.30 | $ | 230,649.30 | ||||||
Joseph A. Shamah(5) | — | — | — | |||||||||
Amy G. Shenkan(6) | — | — | — | |||||||||
Sabrina L. Simmons(7) | $ | 14,134.62 | $ | 119,000.90 | $ | 133,135.52 | ||||||
Maureen C. Watson | $ | 12,750.00 | $ | 46,875.00 | $ | 59,625.00 | ||||||
Richard G. Wolford | $ | 15,240.38 | $ | 48,125.00 | $ | 63,365.38 |
The following table sets forth the names, ages and titles of our current executive officers as of the Record Date.
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Set forth below is certain biographical information about our current executive officers. For information about Mr. Amin, see “Continuing Directors” above. There are no family relationships among any of our directors or executive officers.
John P. Bailey. Mr. Bailey has served as our President and Chief Financial Officer since August 2015. Previously, from July 2010 to August 2015, Mr. Bailey served as Partner with TPG, a global investment firm, where he was responsible for leading the consumer sector for TPG Growth, LLC, the middle market and growth equity platform of TPG and an affiliate of the Company. While at TPG, Mr. Bailey served as a member of the board of directors of the Company, as well as a number of portfolio companies including Angie’s Artisan Treats, Beautycounter, Fender and Ride and provided significant contributions to the board of directors of Schiff Nutrition. Prior to joining TPG, Mr. Bailey was with Greenwich, Connecticut-based North Castle Partners, a consumer private equity firm focused in the healthy, active and sustainable living sectors, focusing on consumer and retail investments in the personal care, food and beverage, fitness and recreation, vitamin minerals, and supplements and OTC health sectors. During that time, Mr. Bailey served on the boards of directors of Cascade Sports, Octane Fitness and Red Door Spas, and worked closely with a number of other portfolio companies. Prior to North Castle, Mr. Bailey was in the investment banking division of Credit Suisse First Boston. Mr. Bailey earned his B.B.A. at the University of Michigan Business School.
Richard F. Baruch, Jr. Mr. Baruch has served as our Senior Vice President and Chief Commercial Officer since February 2014. Mr. Baruch most recently served as Senior Vice President and Chief Commercial Officer at Schiff Nutrition from July 2012 to January 2013. From December 2010 to June 2012, he was Vice President, Category Advisory Services at Coca-Cola Refreshments, a division of The Coca-Cola Company, a leading global beverage company, where he led an initiative to build a new organization and bring a new set of capabilities to Coca-Cola’s North American business. From January 2009 to December 2012, Mr. Baruch was President and Chief Operating Officer of Cotn’Wash, Inc., a laundry products company. Prior to that, Mr. Baruch spent 14 years at The Clorox Company in a number of leadership roles, with the most recent as Vice President and General Manager of the Home Care business. He began his career at Procter & Gamble in various sales management roles. Mr. Baruch holds a B.A. in English from the University of Pennsylvania.
Jonathan T. Fieldman. Mr. Fieldman has served as our Senior Vice President, Operations since July 2016. Prior to that, Mr. Fieldman served as Senior Vice President, Operations at Angie’s Boom Chicka Pop, a snack food company, from January 2015 to July 2016. From January 2014 to January 2015, Mr. Fieldman served as Chief Supply Officer for Shaklee Corporation, a natural nutrition company. Previously, Mr. Fieldman worked for Schiff Nutrition, where he served as Senior Vice President, Operations from May 2011 to February 2013. Prior to Schiff Nutrition, Mr. Fieldman spent 12 years at The Clorox Company in various supply chain roles, including Planning Director, Sourcing Director and Plant Manager, with the most recent as Vice President, Specialty Supply Chain. Prior to that, Mr. Fieldman worked for General Mills, Inc., a multinational manufacturer and marketer of branded consumer foods, for eight years in a variety of manufacturing roles. Mr. Fieldman holds a B.S. in Industrial Engineering and Engineering Management from Stanford University.
Scott K. Milsten. Mr. Milsten has served as our Senior Vice President, General Counsel and Corporate Secretary since January 2014 and, in addition, as our Chief People Officer since August 2016. Previously, Mr. Milsten served as Senior Vice President, General Counsel and Corporate Secretary at Schiff Nutrition from July 2011 to January 2013. Prior to that, Mr. Milsten was Senior Vice President, General Counsel and Corporate Secretary of Celera Corporation, a healthcare diagnostics company, from August 2009 until Celera’s sale to Quest Diagnostics Incorporated in June 2011. He also served as Vice President, General Counsel and Corporate Secretary of Celera from November 2008 to August 2009. Mr. Milsten began his career practicing corporate law with the law firm of Latham & Watkins LLP. Mr. Milsten holds a J.D. from the University of Pennsylvania Law School and a B.A. in English from Duke University.
SECTIONsection 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
beneficial ownership reporting compliance
requirements, except that Mr. Baruch, Mr. Fieldman, Mr Milsten, and Mr. Perry each filed late one Form 4, reporting one transaction each.
![]() | 2018 Proxy Statement | 23 |
Tarang P. Amin | |
chief executive officer | |
![]() | Mr. Amin has served as our Chief Executive Officer since January 2014. Mr. Amin’s biography is set forth under the heading “Board of Directors—Proposal 1: Election of Class II Directors —Nominees.” |
Age: 53 | |
John P. Bailey | |
president and chief financial officer | |
![]() | Mr. Bailey has served as our President and Chief Financial Officer since August 2015. Previously, from July 2010 to August 2015, Mr. Bailey served as Partner with TPG, a global investment firm, where he was responsible for leading the consumer sector for TPG Growth, LLC, the middle market and growth equity platform of TPG and an affiliate of the Company. While at TPG , Mr. Bailey served as a member of the board of directors of the Company, as well as a number of portfolio companies including Angie’s Artisan Treats, Beautycounter, Fender and Ride and provided significant contributions to the board of directors of Schiff Nutrition. Prior to joining TPG, Mr. Bailey was with Greenwich, Connecticut-based North Castle Partners, a consumer private equity firm focused in the healthy, active and sustainable living sectors, focusing on consumer and retail investments in the personal care, food and beverage, fitness and recreation, vitamin minerals, and supplements and OTC health sectors. During that time, Mr. Bailey served on the boards of directors of Cascade Sports, Octane Fitness and Red Door Spas, and worked closely with a number of other portfolio companies. Prior to North Castle, Mr. Bailey was in the investment banking division of Credit Suisse First Boston. Mr. Bailey earned his B.B.A. at the University of Michigan Business School. |
Age: 37 |
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executive officers |
Richard F. Baruch, Jr. | |
senior vice president and chief commercial officer | |
![]() | Mr. Baruch has served as our Senior Vice President and Chief Commercial Officer since February 2014. Mr. Baruch most recently served as Senior Vice President and Chief Commercial Officer at Schiff Nutrition from July 2012 to January 2013. From December 2010 to June 2012, he was Vice President, Category Advisory Services at Coca-Cola Refreshments, a division of The Coca-Cola Company, a leading global beverage company, where he led an initiative to build a new organization and bring a new set of capabilities to Coca-Cola’s North American business. From January 2009 to December 2012, Mr. Baruch was President and Chief Operating Officer of Cotn’Wash, Inc., a laundry products company. Prior to that, Mr. Baruch spent 14 years at The Clorox Company in a number of leadership roles, with the most recent as Vice President and General Manager of the Home Care business. He began his career at Procter & Gamble in various sales management roles. Mr. Baruch holds a B.A. in English from the University of Pennsylvania. |
Age: 50 | |
Jonathan T. Fieldman | |
senior vice president, operations | |
![]() | Mr. Fieldman has served as our Senior Vice President, Operations since July 2016. Prior to that, Mr. Fieldman served as Senior Vice President, Operations at Angie’s Boom Chicka Pop, a snack food company, from January 2015 to July 2016. From January 2014 to January 2015, Mr. Fieldman served as Chief Supply Officer for Shaklee Corporation, a natural nutrition company. Previously, Mr. Fieldman worked for Schiff Nutrition, where he served as Senior Vice President, Operations from May 2011 to February 2013. Prior to Schiff Nutrition, Mr. Fieldman spent 12 years at The Clorox Company in various supply chain roles, including Planning Director, Sourcing Director and Plant Manager, with the most recent as Vice President, Specialty Supply Chain. Prior to that, Mr. Fieldman worked for General Mills, Inc., a multinational manufacturer and marketer of branded consumer foods, for eight years in a variety of manufacturing roles. Mr. Fieldman also serves on the board of directors of the Alameda County Community Food Bank. Mr. Fieldman holds a B.S. in Industrial Engineering and Engineering Management from Stanford University. |
Age: 48 | |
Scott K. Milsten | |
senior vice president, general counsel, corporate secretary and chief people officer | |
![]() | Mr. Milsten has served as our Senior Vice President, General Counsel and Corporate Secretary since January 2014 and, in addition, as our Chief People Officer since August 2016. Previously, Mr. Milsten served as Senior Vice President, General Counsel and Corporate Secretary at Schiff Nutrition from July 2011 to January 2013. Prior to that, Mr. Milsten was Senior Vice President, General Counsel and Corporate Secretary of Celera Corporation, a healthcare diagnostics company, from August 2009 until Celera’s sale to Quest Diagnostics Incorporated in June 2011. He also served as Vice President, General Counsel and Corporate Secretary of Celera from November 2008 to August 2009. Mr. Milsten began his career practicing corporate law with the law firm of Latham & Watkins LLP. Mr. Milsten holds a J.D. from the University of Pennsylvania Law School and a B.A. in English from Duke University. |
Age: 48 |
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as a “say-on-pay vote”).
2016 Summary Compensation Table
The following table sets forth information regarding compensation awarded to, earned by or paid to our NEOs during the years ended December 31, 2016 and 2015.
Name and Principal Position | Year | Salary ($) | Stock Awards ($)(1) | Option Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($) | Total ($) | |||||||||||||||||||||
Tarang P. Amin | 2016 | 475,000 | 2,491,537 | 2,748,985 | 950,000 | 20,000 | (3) | 6,685,522 | ||||||||||||||||||||
Chairman, Chief Executive Officer and Director | 2015 | 475,000 | — | — | 950,000 | 32,065 | 1,457,065 | |||||||||||||||||||||
John P. Bailey | 2016 | 425,000 | 1,132,506 | 1,309,407 | 637,500 | — | 3,504,413 | |||||||||||||||||||||
President and Chief Financial Officer(4) | 2015 | 163,462 | — | 490,269 | 637,500 | — | 1,291,231 | |||||||||||||||||||||
Scott K. Milsten(5) | 2016 | 325,000 | 566,270 | 625,486 | 260,000 | 4,000 | (6) | 1,794,756 | ||||||||||||||||||||
Senior Vice President, General Counsel, Corporate Secretary & Chief People Officer | 2015 | 325,000 | — | — | 260,000 | — | 585,000 |
Name | Position |
Tarang P. Amin | Chairman, Chief Executive Officer, and |
John P. Bailey | President and |
Scott K. Milsten |
Employment Agreements
We and our operating subsidiary, e.l.f. Cosmetics, Inc., have entered into employment agreements with each of our current NEOs. These agreements set forth the terms and conditions of employment of each NEO, including base salary, initial stock option grants and standard employee benefit plan participation.
base
26 | 2018 Proxy Statement | ![]() |
executive compensation |
Name | Salary | ||
Tarang P. Amin | $ | 475,000 | |
John P. Bailey | $ | 425,000 | |
Scott K. Milsten | $ | 325,000 |
Name | Target Bonus (% of Salary) | Target Bonus | Actual Bonus (% of Target) | Actual Bonus | ||||||||
Tarang P. Amin | 100 | % | $ | 475,000 | 85 | % | $ | 403,750 | ||||
John P. Bailey | 75 | % | $ | 318,750 | 85 | % | $ | 270,937 | ||||
Scott K. Milsten | 40 | % | $ | 130,000 | 85 | % | $ | 110,500 |
![]() | 2018 Proxy Statement | 27 |
executive compensation |
Name | Grant Date | Options (#) | Option Exercise Price | Stock Awards (#) | |||||||
Tarang P. Amin | 2/14/2017(1) | 213,000 | $ | 26.84 | — | ||||||
2/14/2017(2) | — | — | 266,600 | ||||||||
John P. Bailey | 2/14/2017(1) | 96,900 | $ | 26.84 | — | ||||||
2/14/2017(2) | — | — | 121,200 | ||||||||
Scott K. Milsten | 2/14/2017(1) | 48,300 | $ | 26.84 | — | ||||||
2/14/2017(2) | — | — | 60,600 | ||||||||
(1) | The stock options vest and become exercisable in three equal tranches on the 30th consecutive trading day that the per share closing price of the Company’s common stock equals or exceeds certain successively higher share price targets, subject to continued service through the applicable vesting date; provided that in the event of a change in control (as defined in the 2016 Equity Incentive Plan), if the per share consideration provided to the stockholders of the Company pursuant to such change in control equals or exceeds the applicable share price target for a tranche that has not previously or otherwise vested, then the stock options for that tranche vest in full immediately prior to such change in control, subject to continued service through the closing of the change in control. | ||||||||||
(2) | The RSUs and shares of restricted stock, as applicable, vest in four substantially equal installments on the first four anniversaries of the date of the grant, subject to continued service through the applicable vesting date. |
Severance
Each NEO’s employment agreement provides that if his employment is terminated during the term of the employment agreement by us for reasons other than death, disability or “cause,”“cause” (as defined in each employment agreement), or at the election of the NEO “for good reason,”named executive officer for “good reason” (as defined in each employment agreement), prior to the end of the Initial Term,term of employment, then, in addition to any accrued but unpaid base salary and vacation time and such employee benefits, if any, to which the NEOnamed executive officer or his dependents may be entitled under our employee benefit plans or programs, and reimbursement for reasonable business expenses, each as would have been payable through the date of termination and any unpaid annual bonus earned for a previously completed fiscal year, he will be entitled to receive severance payments of (i) an amount equal to his base salary, payable monthly for a period of 12 months following the date of termination (except that Mr. Amin will be entitled to two times his base salary); (ii) continued COBRA coverage for such NEOnamed executive officer and his eligible dependents for a period of up to 18 months; and (iii) a pro-rated bonus based on actual performance for the fiscal year in which termination occurs, provided that the NEOnamed executive officer has been employed with us for at least six months of such fiscal year.
Pursuant to each employment agreement, “cause” is defined as the NEO’s (i) material nonperformance of his obligations to the Company, subject to certain notice and opportunity to cure provisions; (ii) commission of an act of fraud, embezzlement, misappropriation, willful misconduct against or breach of his fiduciary duty to the Company; (iii) material breach of certain non-compete, non-solicitation, confidentiality and other restrictive covenants; (iv) conviction, plea of no contest ornolo contendere, deferred adjudication or unadjudicated probation for any felony or any crime involving moral turpitude; (v) failure to carry out, or comply with,
Pursuant to each employment agreement “good reason” is defined as (i) a material default in the performance of the Company’s obligations under the applicable employment agreement; (ii) a significant diminution of the NEO’s duties, responsibilities or authority, or a material diminution of his base compensation, unless such diminution is mutually agreed between the NEO and the Company; or (iii) the Company’s relocation
of the NEO’s principal office without his consent to a location in excess of 50 miles from San Francisco, California, in each case subject to certain notice and opportunity to cure provisions.
Base Salaries
We provide a base salaryControl
Bonuses
Pursuant to their respective employment agreements, Messrs. Amin, Bailey and Milsten are entitled to an annual cash bonus targeted at 100%, 75% and 40% of their respective base salaries, in each case subject to the attainment of certain financial goals as determined by the Board. For 2016, our Board established an Adjusted EBITDA goal for the annual cash bonus program and provided for bonuses to be payable at up to 200% of each NEO’s annual cash bonus target for performance based on predetermined Adjusted EBITDA levels of achievement. No bonus would be payable if performance was less than 94% of the Adjusted EBITDA goal, and the bonus amount was capped at 200% of each NEO’s annual cash bonus target. Each bonus would also be subject to the terms of the 2016 Plan.
In February 2017, our Compensation Committee determined that, based on our Adjusted EBITDA performance for 2016, each NEO was entitled to receive 200% of his annual cash bonus target. Messrs. Amin, Bailey and Milsten received annual cash bonuses in the amounts of $950,000, $637,500 and $260,000, respectively. See the “Non-Equity Incentive Plan Compensation” column in the 2016 Summary Compensation Table.
Equity Compensation
Stock options awarded to our senior executives prior to 2016 have typically been subject to both (i) time-based and (ii) performance-based vesting. The time-based portion of such options became vested and exercisable immediately prior to our initial public offering. The performance-based portion of such options would vest if our equity holders, including TPG Growth, who are party to the Stockholders Agreement (as defined in “Certain Relationships and Related Party Transactions—Stockholders Agreement”) and their permitted transferees, receive cash distributions in respect of their investment in us, including proceeds received in connection with our initial public offering, combined with the market value of their remaining holdings that exceeded certain investment return multiples. These awards vested in March 2017 based on the achievement of the performance requirements.
Generally, in the event of an NEO’sa named executive officer’s termination of employment by reason of death or disability, by the Company without “cause” or by the named executive officer for “good reason” (as such terms are defined in his employment agreement), with respect to stock options granted prior to 2016, (i) the time-based portion of any option which would have vested within 12 months (or 24 months if such termination occurs without cause or for good reason within 12 months of the executive’s date of hire or the grant date of the option as set forth in the applicable award agreement) following the termination will become immediately vested and exercisable and (ii) the executive will vest in the performance-based portion of such option in the event the performance goal is achieved within six months following the date of termination.
In 2016, in connection with the pricing of our initial public offering, we adopted the 2016 Plan and our NEOs were each granted a time-based stock option and restricted stock units under the 2016 Plan. Messrs. Amin, Bailey and Milsten were granted a stock option exercisable for 428,037, 194,563 and 97,281 shares of our common stock, respectively, and an award of 146,561, 66,618 and 33,310 restricted stock units, respectively. Each stock option has an exercise price per share of $17.00, which is equal to the initial public offering price for our common stock, and each stock option and restricted stock unit award vests in substantially equal installments on each of the first four anniversaries of the date of the grant, generally subject to continued service through the applicable vesting date. In the event an NEO’s employment, other than Mr. Amin, is terminated by the Company without “cause” or by the NEO for “good reason” (each as defined in the applicable award agreement), in each case, within 12 months following a change in control, each equity award held by the NEOnamed executive officer will vest in full. ForUnder a policy adopted by the Compensation Committee in 2016, equity awards granted after 2016 to Mr. Amin, unless otherwise determined by the Compensation Committee before anat the time the equity award is granted, all equity awards granted to him under the 2016 Plan will vest in full immediately prior to a change in control, subject to his continuing to provide services to the companyCompany through the date of the change in control date. In March 2017, Mr. Amin consented to, and our Compensation Committee approved, an extension of the vesting schedule of the first tranche of this award, such that the award will vest as to 1/4th of the total number of shares underlying the award on the earliest of (i) November 30, 2017, (ii) a termination of Mr. Amin’s service that occurs on or after September 21, 2017, and (iii) a change in control, and as to 1/4th of the total number of shares on each anniversary of the grant date thereafter, generally subject to Mr. Amin’s continued service through each applicable vesting date.
Other Elements of Compensation
control.
Plans.
We also maintain a 401(k)28 | 2018 Proxy Statement | ![]() |
executive compensation |
2017.
Perquisites.
All of our full-time employees, including our2016
In connection with our initial public offering, wePlan.
2016 Outstanding Equity Awardsterms and conditions of employment of each named executive officer, including base salary, initial stock option grants and standard employee benefit plan participation.
The following table sets forth information regardingleast 60 days prior written notice of intent to terminate the outstanding equity awards held by the NEOs as of December 31, 2016.
Option Awards | Stock Awards | |||||||||||||||||||||||||||||||||||||||
Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options | Option Exercise Price | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested | Market Value of Shares or Units That Have Not Vested(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (1) | ||||||||||||||||||||||||||||||
Tarang P. Amin | 1/31/2014(2) | — | — | 476,888 | $ | 1.84 | (3) | 1/31/2024 | — | — | 1,415,186 | (4) | $ | 40,955,483 | ||||||||||||||||||||||||||
9/21/2016(5) | (7) | — | 428,037 | — | $ | 17.00 | 9/21/2026 | — | — | — | — | |||||||||||||||||||||||||||||
9/21/2016(6) | (7) | — | — | — | — | — | 146,561 | $ | 4,241,475 | — | — | |||||||||||||||||||||||||||||
John P. Bailey | 8/12/2015(2) | — | — | 714,275 | $ | 1.84 | (3) | 8/12/2025 | — | — | — | — | ||||||||||||||||||||||||||||
9/21/2016(5) | — | 194,563 | — | $ | 17.00 | 9/21/2026 | — | — | — | — | ||||||||||||||||||||||||||||||
9/21/2016(6) | — | — | — | — | — | 66,618 | $ | 1,927,925 | ||||||||||||||||||||||||||||||||
Scott K. Milsten | 1/31/2014(2) | — | — | 55,200 | $ | 1.84 | (3) | 1/31/2024 | — | — | 52,440 | (4) | $ | 1,517,614 | ||||||||||||||||||||||||||
8/12/2015(2) | — | — | 209,939 | $ | 1.84 | (3) | 8/12/2025 | — | — | — | — | |||||||||||||||||||||||||||||
9/21/2016(5) | — | 97,281 | — | $ | 17.00 | 9/21/2026 | — | — | — | — | ||||||||||||||||||||||||||||||
9/21/2016(6) | — | — | — | — | — | 33,310 | $ | 963,991 | — | — |
Compensation Risk Assessment
employment agreement.
our incentive compensation arrangements provide incentives that do not encourage risk taking beyond our ability to effectively identify and manage significant risks and are compatible with effective internal controls and our risk management practices.
Equity
Committee during 2017 were Mr. McGlashan and Mr. Wolford, both of whom was determined by the Board to be independent under the applicable rules and regulations of the NYSE relating to compensation committee independence. No member of our Compensation Committee served at any time during 2017 as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving as members of our Board or Compensation Committee.
![]() | 2018 Proxy Statement | 29 |
executive compensation |
Name and Principal Position | Year | Salary | Stock Awards(1) | Option Awards(1) | Non-Equity Incentive Plan Compensation(2) | All Other Compensation | Total | |||||||||||||||
Tarang P. Amin | 2017 | $ | 475,000 | $ | 7,155,544 | $ | 2,269,160 | $ | 403,750 | $ | 20,000 | (3) | $ | 10,323,454 | ||||||||
Chairman & Chief Executive Officer | 2016 | $ | 475,000 | $ | 2,491,537 | $ | 2,748,985 | $ | 950,000 | $ | 20,000 | (3) | $ | 6,685,522 | ||||||||
John P. Bailey | 2017 | $ | 425,000 | $ | 3,253,008 | $ | 1,032,308 | $ | 270,937 | $ | 654 | (4) | $ | 4,981,907 | ||||||||
President and Chief Financial Officer | 2016 | $ | 425,000 | $ | 1,132,506 | $ | 1,309,407 | $ | 637,500 | $ | — | $ | 3,504,413 | |||||||||
Scott K. Milsten | 2017 | $ | 325,000 | $ | 1,626,504 | $ | 514,556 | $ | 110,500 | $ | 4,000 | (4) | $ | 2,580,560 | ||||||||
SVP, General Counsel, & Chief People Officer | 2016 | $ | 325,000 | $ | 566,270 | $ | 625,486 | $ | 260,000 | $ | 4,000 | (4) | $ | 1,780,756 | ||||||||
(1) | Represents the grant date fair value of stock options, RSUs, and shares of restricted stock granted to the named executive officer in the year indicated, calculated in accordance with FASB ASC Topic 718 for stock-based compensation transactions, disregarding the effects of estimated forfeitures. The grant date fair value of stock options with a market condition is based on the probable outcome of such condition; no maximum value applies. For stock option awards for 2016, the amounts also include the incremental fair value of an adjustment to the exercise prices of outstanding options held by our named executive officers, which was approved in June 2016 in connection with a special dividend, totaling $26,927 for Mr. Amin, $72,102 for Mr. Bailey, and $6,837 for Mr. Milsten. For a discussion of the valuation of these awards, see Notes to Consolidated Financial Statements at Note 12 in the 2017 Annual Report. These amounts do not reflect the amount the named executive officer has actually realized or will realize from the awards upon the vesting of the granted stock options, RSUs, and shares of restricted stock or the sale of the shares underlying the granted stock options, RSUs, and shares of restricted stock. | |||||||||||||||||||||
(2) | Amounts for 2017 represent the actual bonus earned for 2017 and paid in early 2018 based on our achievement of Adjusted EBITDA as described above under the heading ”Cash Bonuses”. Amounts for 2016 represent the actual bonus earned for 2016 and paid in early 2017. | |||||||||||||||||||||
(3) | Pursuant to Mr. Amin’s employment agreement, the Company reimburses Mr. Amin for expenses incurred by him relating to financial planning and tax preparation assistance, subject to a maximum of $20,000 per year. | |||||||||||||||||||||
(4) | Represents amount of 401k plan match contributions made by the Company. |
30 | 2018 Proxy Statement | ![]() |
executive compensation |
Option Awards | Stock Awards | |||||||||||||||||||
Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units That Have Not Vested (1) | ||||||||||||
Tarang P. Amin | 1/31/2014 | 476,888 | — | — | $ | 1.84 | 1/31/2024 | — | — | |||||||||||
9/21/2016(2) | 107,009 | 321,028 | — | $ | 17.00 | 9/21/2026 | — | — | ||||||||||||
9/21/2016(3) | — | — | — | — | — | 109,921 | $ | 2,452,338 | ||||||||||||
2/14/2017(2) | — | 213,000 | $ | 26.84 | 2/14/2027 | — | — | |||||||||||||
2/14/2017(3) | — | — | — | — | — | 216,600 | $ | 4,832,346 | ||||||||||||
2/14/2017(3) | — | — | — | — | — | 50,000 | $ | 1,115,500 | ||||||||||||
John P. Bailey | 8/12/2015 | 714,275 | — | — | $ | 1.84 | 8/12/2025 | — | — | |||||||||||
9/21/2016(2) | 48,641 | 145,922 | — | $ | 17.00 | 9/21/2026 | — | — | ||||||||||||
9/21/2016(3) | — | — | — | — | — | 49,963 | $ | 1,114,675 | ||||||||||||
2/14/2017(2) | — | — | 96,900 | $ | 26.84 | 2/14/2027 | — | — | ||||||||||||
2/14/2017(3) | — | — | — | — | — | 121,200 | $ | 2,703,972 | ||||||||||||
Scott K. Milsten | 1/31/2014 | 55,200 | — | — | $ | 1.84 | 1/31/2024 | — | — | |||||||||||
8/12/2015 | 209,939 | — | — | $ | 1.84 | 8/12/2025 | — | — | ||||||||||||
9/21/2016(3) | 24,320 | 72,961 | — | $ | 17.00 | 9/21/2026 | — | — | ||||||||||||
9/21/2016(3) | — | — | — | — | — | 24,982 | $ | 557,348 | ||||||||||||
2/14/2017(2) | — | — | 48,300 | $ | 26.84 | 2/14/2027 | — | — | ||||||||||||
2/14/2017(3) | — | — | — | — | — | 60,600 | $ | 1,351,986 | ||||||||||||
(1) | Represents the market value of the shares underlying the granted RSUs as of December 31, 2017, based on the closing price of our common stock, as reported on the NYSE, of $22.31 per share on December 29, 2017 (the last trading day of 2017). | |||||||||||||||||||
(2) | The stock options vest and become exercisable in three equal tranches on the 30th consecutive trading day that the per share closing price of the Company’s common stock equals or exceeds certain successively higher share price targets, subject to continued service through the applicable vesting date; provided that in the event of a change in control (as defined in the 2016 Equity Incentive Plan), if the per share consideration provided to the stockholders of the Company pursuant to such change in control equals or exceeds the applicable share price target for a tranche that has not previously or otherwise vested, then the stock options for that tranche vest in full immediately prior to such change in control, subject to continued service through the closing of the change in control. | |||||||||||||||||||
(3) | The stock options, RSUs, and shares of restricted stock, as applicable, vest in four substantially equal installments on the first four anniversaries of the date of the grant, subject to continued service through the applicable vesting date. |
![]() | 2018 Proxy Statement | 31 |
Plan Category | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a) | Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (b) | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c) | |||||||||
Equity Compensation Plans Approved by Stockholders(1)(2) | 6,247,873 | (3) | $ | 5.92 | (4) | 4,629,543 | (5) | |||||
Equity Compensation Plans Not Approved by Stockholders | — | — | — | |||||||||
Total | 6,247,873 | $ | 5.92 | 4,629,543 |
Plan Category | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a) | Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (b)(1) | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (c)(2) | ||||||
Equity Compensation Plans Approved by Stockholders(3) | 5,950,456(4) | $ | 8.69 | 5,628,273(5) | |||||
Equity Compensation Plans Not Approved by Stockholders | — | — | — | ||||||
TOTAL | 5,950,456(4) | $ | 8.69 | 5,628,273(5) | |||||
(1) | The calculation of the weighted-average exercise price of the outstanding stock options and rights excludes the shares of common stock included in column (a) that are issuable upon the vesting of then-outstanding RSUs because RSUs have no exercise price. | ||||||||
(2) | Excludes securities reflected in column (a). | ||||||||
(3) | The 2016 Equity Incentive Award Plan contains an “evergreen” provision, pursuant to which the number of shares of common stock reserved for issuance pursuant to awards under such plan shall be increased on the first day of each year beginning in 2017 and ending in 2026, equal to the lesser of (i) 4% of the shares of stock outstanding (on an as converted basis) on the last day of the immediately preceding calendar year and (ii) such smaller number of shares of stock as determined by our Board; provided, however, that no more than 22,627,878 shares of stock may be issued upon the exercise of incentive stock options. The 2016 Employee Stock Purchase Plan contains an “evergreen” provision, pursuant to which the number of shares of common stock reserved for issuance under such plan shall be increased on the first day of each year beginning in 2017 and ending in 2026, equal to the lesser of (i) 1% of the shares of stock outstanding (on an as converted basis) on the last day of the immediately preceding calendar year and (ii) such smaller number of shares of stock as determined by our Board; provided, however, no more than 6,788,363 shares of stock may be issued under the 2016 Employee Stock Purchase Plan, subject to certain adjustments. | ||||||||
(4) | Consists of 5,003,832 shares of common stock underlying outstanding options and 946,642 shares of common stock underlying outstanding restricted stock units. | ||||||||
(5) | Includes 1,357,876 shares that were available for future issuance as of December 31, 2017 under the 2016 Employee Stock Purchase Plan, which allows eligible employees to purchase shares of common stock with accumulated payroll deductions. The 2016 Employee Stock Purchase Plan, however, has not been implemented. |
32 | 2018 Proxy Statement | ![]() |
Beneficialfollowing sentence, beneficial ownership is determined in accordance withaccording to the rules of the SEC and generally includes voting or investment power with respect to securities. Unless otherwise indicated below, to our knowledge, the persons and entities named in the table have sole voting and sole investment power with respect to allmeans that (i) shares beneficially owned, subject to community property laws where applicable. Shares of our common stock subject to options that are currently exercisable or exercisable within 60 days of April 7, 2016February 28, 2018 and restricted stock units that vest(ii) RSUs vesting within 60 days of April 7, 2017February 28, 2018 are deemed to be outstanding and to be beneficially owned by the person holding the options and restricted stock units for the purpose of computing the percentage ownership of that person,the stockholder holding those stock options and RSUs but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Except as noted,stockholder.
Name of Beneficial Owner | Aggregate Number of Shares Beneficially Owned | Percent of Outstanding Shares(1) | ||||
Greater than 5% Stockholders: | ||||||
Parties to the Second Amended and Restated Stockholders Agreement (2) | 25,228,792 | 54.0 | % | |||
TPG Growth II Advisors, Inc. (3)(4) | 13,510,828 | 28.9 | % | |||
Tarang P. Amin (5) | 5,387,810 | 11.5 | % | |||
J.A. Cosmetics Corp.(6) | 4,615,221 | 9.9 | % | |||
FMR LLC (7) | 3,027,200 | 6.5 | % | |||
Champlain Investment Partners, LLC (8) | 2,749,980 | 5.9 | % | |||
Named Executive Officers and Directors: | ||||||
Tarang P. Amin (5) | 5,387,810 | 11.5 | % | |||
John P. Bailey (9) | 1,088,165 | 2.3 | % | |||
Scott K. Milsten (10) | 626,768 | 1.3 | % | |||
Lauren Cooks Levitan (11) | 34,500 | * | ||||
William E. McGlashan, Jr.(12) | — | — | ||||
Richelle P. Parham | — | — | ||||
Kirk L. Perry (13) | 6,900 | * | ||||
Beth M. Pritchard | — | — | ||||
Sabrina L. Simmons (14) | 34,500 | * | ||||
Maureen C. Watson (15) | 34,500 | * | ||||
Richard G. Wolford (16) | 34,500 | * | ||||
All Named Executive Officers and Directors as a Group | 7,247,643 | 15.5 | % | |||
* | Represents ownership of less than 1% of the total outstanding shares of common stock. | |||||
(1) | Based on 46,762,354 shares of common stock outstanding as of February 28, 2018. | |||||
(2) | Pursuant to the Second Amended and Restated Stockholders Agreement, (a) J.A. Cosmetics Corp. and certain other parties have agreed to vote their shares in favor of individuals designated to serve on our board of directors by TPG elf Holdings, L.P. (the direct holder of TPG Growth’s shares of Company common stock) and (b) J.A. Cosmetics Corp., Mr. Amin and his family trusts and certain other parties have granted an irrevocable proxy in respect of all (or certain, in the case of Mr. Amin and his family trusts) of their shares of our common stock to TPG elf Holdings, L.P., for so long as TPG elf Holdings, L.P. has the right to designate at least one member of our Board to vote all of the shares of the common stock held by such entity or individual in connection with matters relating to the composition of our board of directors and the right of TPG elf Holdings, L.P. to appoint members of our board of directors; provided, that such proxy will terminate with respect to Mr. Amin and his affiliated holders if and when he is no longer an executive officer, director or holder of more than 10% of any class of our equity securities. | |||||
(3) | Based on a Schedule 13G/A filed with the SEC on February 13, 2018 by TPG Growth, David Bonderman, and James G. Coulter. TPG Growth is the beneficial owner of 13,510,828 shares of common stock, has sole voting power over 0 shares of common stock, has shared voting power over 13,510,828 shares of common stock, has sole dispositive power over 0 shares of common stock and has shared dispositive power over 13,510,828 shares of common stock. Mr. Bonderman and Mr. Coulter, as the sole shareholders of TPG Growth, may be deemed to beneficially own the shares of common stock beneficially owned by TPG Growth (but Mr. Bonderman and Mr. Coulter disclaim any such beneficial ownership except to the extent of their pecuniary interest therein). The shares of common stock beneficially owned by TPG Growth, Mr. Bonderman, and Mr. Coulter are held directly by TPG elf Holdings, L.P. (of which TPG Growth is the general partner). TPG Growth’s, Mr. Bonderman’s, and Mr. Coulter’s address is c/o TPG Global, LLC, 301 Commerce Street, Suite 3300, Fort Worth, Texas 76102. |
![]() | 2018 Proxy Statement | 33 |
beneficial ownership |