| ¨ | Preliminary Proxy Statement | |||||||
| ¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |||||||
| x | Definitive Proxy Statement | |||||||
| ¨ | Definitive Additional Materials | |||||||
| ¨ | Soliciting Material Pursuant to §240.14a-12 | |||||||
e.l.f. Beauty, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box)all boxes that apply):
| x | No fee required. | |||||||||||||
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| ¨ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a–6(i)(1) and 0–11. | |||||||||||||||
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| page | page | |||
| Letter from our Chairman and CEO | Compensation setting process | |||
| Notice of Annual Meeting of Stockholders | Compensation program components | |||
| Introduction | Other compensation information | |||
| Our board of directors | Compensation Committee report | |||
| Proposal 1: Election of three class I directors | Executive compensation tables | |||
| Nominees | Summary compensation table | |||
| Continuing directors | Grants of plan-based awards | |||
| Our board | Outstanding awards at fiscal year-end | |||
| Membership and key attributes | Stock option exercises and stock vested | |||
| The role and responsibilities of our board | Additional tables | |||
| How our board is organized | Compensation committee interlocks and insider participation | |||
| How our directors are selected | Equity compensation plan information | |||
| How our directors are evaluated | Our stockholders | |||
| Meeting attendance | Beneficial ownership of common stock | |||
| How our directors are paid | Stockholder engagement | |||
| How you can communicate with us | Stockholder proposals | |||
| Our company | Audit matters | |||
| Our executive officers | Proposal 4: Ratification of appointment of independent registered public accounting firm | |||
| Certain relationships and related party transactions | Audit fees and services | |||
| Corporate governance materials | Pre-approval policy | |||
| Executive compensation | Audit Committee report | |||
| Proposal 2: Advisory vote to approve compensation for our named executive officers | Additional information | |||
| Proposal 3: Advisory vote on the frequency of the advisory vote on executive compensation | Questions and answers | |||
| Compensation discussion and analysis | Annex A: GAAP to non-GAAP reconciliation tables | |||
| Executive summary | ||||
| Named executive officers | ||||
| Compensation philosophy, objectives, and design | ||||
LETTER FROM OUR CHAIRMAN AND CEO
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Dear Fellow Stockholders, Our outstanding results in FY |   Tarang Amin Chairman and CEO | |||||||
In the last year, | ||||||||
As we look ahead, we believe we are still in the We are pleased to invite you to attend our 2023 annual meeting of stockholders (the “2023 annual meeting”). The following pages include a formal notice of the 2023 annual meeting and our proxy statement. These materials describe various matters on | ||||||||
Thank you for your ongoing support of, and Sincerely,  | ||||||||
*Adjusted EBITDA is a non-GAAP financial measure, and we provide a reconciliation of net income to Adjusted EBITDA in Annex A and a short definition of Adjusted EBITDA in the Note Regarding Non-GAAP Financial Measures in our proxy statement.
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 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS | |||||
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| August | Virtual Meeting meetnow.global/MAYY2PM | July | ||||||||||||
| items of business | voting recommendation | ||||||||||||||||
| 1. | “FOR” all of the nominees | ||||||||||||||||
| 2. | “FOR” | ||||||||||||||||
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| 4. | Transact such other business that may properly come before the annual meeting. | ||||||||||||||||
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YOUR VOTE IS VERY IMPORTANT! Make your vote count. | Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be | |||||||
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| Access the website indicated on the Notice of Internet Availability of Proxy Materials, proxy card or voting instruction form. | Call the number on the Notice of Internet Availability of Proxy Materials, proxy card or voting instruction form. | Sign, date and return the proxy card or voting instruction form in the postage-paid envelope. *if you requested paper materials | Attend the | |||||||||||||||||
| By Order of the Board of Directors, | |||||
 | |||||
| Scott Milsten | |||||
| General Counsel and Corporate Secretary | |||||
| Oakland, California | |||||
| July 12, 2023 | |||||
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Cautionary Note Regarding Forward-Looking Statements
| This proxy statement (this “Proxy Statement”) contains forward-looking statements within the meaning of the federal securities laws. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “aim,” “anticipate,” “assume,” ”believe,” “contemplate,” “continue,” "could,” “due,” “estimate,” “expect,” “goal,” “intend,” “may,” “objective,” “plan,” “predict,” “potential,” “positioned,” “seek,” “should,” “target,” “will,” “would” and other similar expressions that are predictions of or indicate future events and future trends, or the negative of these terms or other comparable terminology. These forward-looking statements are based on management's current expectations, estimates, forecasts, projections, beliefs and assumptions and are not guarantees of future performance. Although we believe that the expectations reflected in the forward-looking statements are reasonable, the actual results and conduct of our activities, including the development, implementation, or continuation of any program, policy, or initiative discussed or forecasted in this Proxy Statement, may differ materially from those expectations. Factors that could cause actual results to differ materially from those in the forward-looking statements include, among other things, the risks and uncertainties that are contained in our filings with the United States Securities and Exchange Commission (the “SEC”), including our Annual Report on Form 10-K for the year ended March 31, 2023, as such filings may be amended, supplemented or superseded from time to time by other reports we file with the SEC. Potential investors are urged to consider these factors carefully in evaluating the forward-looking statements. The forward-looking statements included in this Proxy Statement speak only as of the date hereof. Except as required by law, we assume no obligation to update or revise these forward-looking statements for any reason, even if new information becomes available in the future. | ||||||||
TABLE OF CONTENTS
| page | page | |||||||||||||
| Introduction | Other Compensation Information | |||||||||||||
| Our Board of Directors | Compensation Committee Report | |||||||||||||
| Proposal 1: Election of Three Class I Directors | Executive Compensation Tables | |||||||||||||
| Director Nominees | Summary Compensation Table | |||||||||||||
| Continuing Directors | Grants of Plan-Based Awards | |||||||||||||
| About our Board | Outstanding Equity Awards at Fiscal Year-End | |||||||||||||
| The Role and Responsibilities of our Board | Stock Option Exercises and Stock Vested | |||||||||||||
| How our Board is Organized | Estimated Potential Payments upon Termination or Change in Control | |||||||||||||
| How our Directors are Selected | CEO Pay Ratio | |||||||||||||
| How our Directors are Evaluated | Pay vs. Performance | |||||||||||||
| Meeting Attendance | Compensation Committee Interlocks and Insider Participation | |||||||||||||
| How our Directors are Paid | Equity Compensation Plan Information | |||||||||||||
| How You can Communicate with our Board | Our Stockholders | |||||||||||||
| Our Company | Beneficial Ownership Table | |||||||||||||
| Our Executive Officers | Delinquent Section 16(a) Reports | |||||||||||||
| Our Team, Culture, and Values | Stockholder Engagement | |||||||||||||
| Certain Relationships and Related Party Transactions | Stockholder Proposals | |||||||||||||
| Corporate Governance Materials | Audit Matters | |||||||||||||
| Executive Compensation | Proposal 3: Ratification of Appointment of Independent Registered Public Accounting Firm | |||||||||||||
| Proposal 2: Advisory Vote to Approve Compensation Paid ti our Named Executive Officers | Audit Fees and Services | |||||||||||||
| Compensation Discussion and Analysis | Pre-Approval Policy | |||||||||||||
| Named Executive Officers | Audit Committee Report | |||||||||||||
| Executive Summary | Additional Information | |||||||||||||
| Compensation Philosophy, Objectives, and Design | Questions and Answers | |||||||||||||
| Compensation Setting Process | Annex A: GAAP to Non-GAAP Reconciliation Tables | |||||||||||||
| Compensation Program Components | ||||||||||||||
 | 2023 Proxy Statement | |||||||
 | ||
INTRODUCTION
e.l.f. Beauty, Inc. (NYSE: ELF) (the “Company”(“e.l.f. Beauty” or “we”) standsis a multi-brand beauty company that offers inclusive, accessible, clean, vegan and cruelty-free cosmetics and skin care products.
•OUR VISION. To be a different kind of beauty company by building brands that disrupt industry norms, shape culture and connect communities through positivity, inclusivity and accessibility.
•OUR MISSION. We make the best of beauty accessible to every eye, lip, face and skin concern.
•OUR PURPOSE. We stand with every eye, lip, face, paw and paw. This deep commitmentfin.
We believe our ability to inclusive,deliver cruelty-free, clean, vegan and premium-quality products at accessible cruelty-freeprices with broad appeal differentiates us in the beauty has fueledindustry. We believe the successcombination of our namesakevalue proposition, powerhouse innovation, disruptive marketing engine and our world-class team’s ability to execute with quality and speed has positioned us well to navigate the competitive beauty market.
Our Brands
Our family of brands includes e.l.f. Cosmetics, brand since 2004. With the acquisition of clean-beauty brand W3LL PEOPLE in February 2020, we continuee.l.f. SKIN, Well People and Keys Soulcare. Our brands are available online and across leading beauty, mass-market and specialty retailers. We have strong relationships with our retail customers such as Target, Walmart, Ulta Beauty and other leading retailers that have enabled us to expand distribution both domestically and internationally.
Each of our portfolio with strategic extensions that supportbrands is positioned to touch diverse consumer cohorts at different price points. Each brand has accessible pricing relative to its competitive set and furthers our purposemission of making the best of beauty accessible to every eye, lip, face and values.skin concern.
![Brands_2000x707[5].jpg](/files/DEF 14A/0001600033-23-000025/elf-20230712_g13.jpg)
| 2023 Proxy Statement | 1 | | ||||||
| Intro | Board | Company | |||||||||||||||||||||||||||
| Exec. Comp. | Equity Plans | Stockholders | |||||||||||||||||||||||||||
| Audit |  | Q&A | |||||||||||||||||||||||||||
Our Board of Directors (our “Board”), management,executive team and employees are highly experienced, with proven track records managing and growing brand portfolios. At e.l.f. Beauty, we are committed to diversity, equity, and inclusion. We reflectbelieve it is important that our team reflects the diverse consumers we serve. Our commitment to diversity, equity and inclusion starts at the top with a highly skilled and diverse Board.
We are proud to be one of only four public companies in the U.S. (out of nearly 4,200 public companies) with a Board of Directors that is at least two-thirds women and at least one-third diverse.(1) We’re also proud that our employee base, which is over 70% women, over 40% diverse and over 65% millennial and Gen Z, is representative of the young, diverse communities we serve.(2)
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Directors | 339 Employees | ||||||||||||||||
67% Women | 33% Diverse | 74% Women | 68% Millennial/Gen Z | 41% Diverse | |||||||||||||
1of 4 Public Companies (out of ~4,200) with | >2/3 Women on Board of Directors | & | >1/3 Diverse Representation on Board of Directors | |||||||||||
| (1) | Source: Factset, March 2023. | |||||||
| (2) | Employee demographic figures based on our full-time employees as of March 31, 2023. Diversity percentage excludes our employees outside of the United States. | |||||||
Strong, Independent, and Active Board
| key qualification/experience | number of directors | key qualification/experience | number of directors | |||||||||||||||||||||||||||||
89% independent |  | Consumer Products |   | lllllllll 5 out of 9 | ||||||||||||||||||||||||||||
 | Retail/Beauty | lllllllll 6 out of 9 |  | Public Company Boards | lllllllll 3 out of 9 | |||||||||||||||||||||||||||
 | Financial/Accounting | lllllllll 5 out of 9 |  | |||||||||||||||||||||||||||||
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 |  | Senior Leadership | lllllllll 9 out of 9 | |||||||||||||||||||||||||||||
 | Corporate Governance | lllllllll 9 out of 9 |  | M&A/Strategy | lllllllll 6 out of 9 | |||||||||||||||||||||||||||
 | Brand/Marketing | lllllllll 5 out of 9 |   | |||||||||||||||||||||||||||||
 | Tech/Digital Media | lllllllll 5 out of 9 | ||||||||||||||||||||||||||||||
Our Board is actively engaged in overseeing the strategic direction of the Companye.l.f. Beauty and is committed to acting in the best interests of the Companye.l.f. Beauty and itsour stockholders. Our Board recognizes the importance of having the right mix of skills, expertise and experience, and is committed to continuously reviewing its capabilities, structure and ongoing member refreshment on behalf of our stockholders. To that end, sevenfour of our independent directors have joined our Board within the last five years.years with two joining since May 2022.
| 2 | 2023 Proxy Statement | ||||||
| Intro | Board | Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | ||||||||||||||||||||||
| Annexes | ||||||||||||||||||||||||||||||
Highlights from FY 2023
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$579million | $62million | $92million | $117million | |||||||||||||||||
| Net Sales | Net Income | Adjusted Net Income(1) | Adjusted EBITDA(2) | |||||||||||||||||
+48% | $1.11 | +103% | +56% | |||||||||||||||||
| Growth | Earnings Per Share | Growth | Growth | |||||||||||||||||
9.5% | +270 | #1 | ||||||||||||||||||
market share(3) | basis points(3) | favorite teen brand(4) | ||||||||||||||||||
| (1) | ||||||||
| (2) | ||||||||
| (3) | According to Nielsen xAOC 12 weeks ending March 25, 2023. | |||||||
| (4) | According to the Piper Sandler Semi-Annual Taking Stock With Teens® Survey, Spring 2023. | |||||||
Strong Financial Results
In FY 2023, we grew net sales by 48%, delivered $62 million in FY 2020 (including nearly doubling our marketing investment from the prior year) and delivered $17.9 million of net income and $62.6 million ofgrew Adjusted EBITDA by 56%. We delivered over $500 million in net sales for the first time in FY 2020.2023, with Q4 marking our seventeenth consecutive quarter of net sales growth.
| 2023 Proxy Statement | 3 | | ||||||
| Intro | Board | Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes | ||||||||||||||||||||
Continued Progress Against our Five Strategic Imperatives
In FY 2023, we continued to launch in FY 2021. Both are key milestones as we evolve from a single brand to multi-brand beauty company.
| Build Brand Demand | |||||
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•We continued to find innovative ways to engage and entertain our community, moving far beyond traditional beauty boundaries. •We are a four-time TikTok billionaire, with our last hashtag challenge garnering nearly 15 billion views. •We were the first major beauty company to launch a branded channel on Twitch and the first beauty brand on BeReal. | |||||
•As part of our strategy to continue to build awareness and reach new audiences, we debuted our first-ever TV commercial during the big game, with the campaign earning 57 billion impressions. | |||||
•We continue to generate buzz-worthy moments for our community through our brand-on-brand partnerships with like-minded disruptors. Our latest limited edition product collaboration with American Eagle generated over 7 billion impressions. •e.l.f. Cosmetics remained the number one favorite cosmetics brand among teens for the third time in a row according to Piper Sandler’s Semi-Annual Teens Survey, reflecting our continued appeal with Gen Z. •Our brand-building efforts continued to win awards, including being named the “2022 Mass Beauty Brand of the Year” by Women’s Wear Daily, among many others. | |||||
| Power Digital | |||||
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•e.l.f. Cosmetics remains the only top five mass color cosmetics brand with a direct-to-consumer site. •In FY 2023, our digital consumption was up over 75%. •Digital channels drove 17% of our total consumption in FY 2023, as compared to 14% a year ago. •e.l.f. Cosmetics’ Beauty Squad loyalty program grew to over 3.7 million members, up 25% year over year. | |||||
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| 2023 Proxy Statement | ||||||||||
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| Lead Innovation | |||||
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•We continue to deliver “holy grails,” taking inspiration from our community and the best products in prestige, and bringing them to the market at extraordinary value. Major product launches in FY 2023 included Halo Glow Liquid Filter, Power Grip Primer + 4% Niacinamide, and Suntouchable! Whoa Glow SPF 30 & Face Primer. •Our innovation engine has built category leadership over time. We now have the number one or two position across sixteen segments of the color cosmetics category, according to Nielsen. Collectively, these segments make up over 75% of e.l.f. Cosmetics’ sales. | |||||
•Skin care remains a key whitespace area and focus for our innovation. In FY 2023, e.l.f. SKIN moved into the top 10 favorite skin care brands for the first time in Piper Sandler’s Semi-Annual Teens Survey. •Our innovation engine continued to win awards, including being named as one of “The World’s 50 Most Innovative Companies of 2023” by Fast Company, among many others. | |||||
| Drive Productivity with Retail Partners | |||||
 | •In FY 2023, e.l.f. Cosmetics increased its productivity on a sales per linear foot basis at both Walmart and Target, our two largest customers. We also grew our sales with Ulta Beauty by over 70% in FY 2023 without incremental space gains. •We earned space expansion in FY 2023 in the U.S. with Target, Walmart and CVS, and in Canada with Shoppers Drug Mart. •We continue to fuel our international growth. International made up approximately 12% of our net sales in FY 2023, with our international business growing over 60% year over year. e.l.f. Cosmetics was the number 7 brand in both Canada and the UK, according to Nielsen. | ||||
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| Deliver Profitable Growth | |||||
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•We increased our gross margin +325 basis points in FY 2023 primarily through price increases, cost savings and product mix. •We delivered approximately 600 basis points of leverage in our non-marketing adjusted SG&A expenses in FY 2023, primarily as a result of our better-than-expected top-line trends. •The investments we have continued to make in our people and infrastructure are fueling our | |||||
| growth. We are one of the few, if not the only, public beauty companies that grants equity on an annual basis to every employee. Our world class team continues to drive strong productivity, outperforming other public beauty companies by roughly 3 to 5 times on sales and profit per employee. | |||||
| 6 | 2023 Proxy Statement | ||||||
| Board | Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes | |||||||||||||||||||||
Furthering our Environmental, Social and Governance Commitment and Initiatives
e.l.f. Beauty is led by its purpose—we stand with every eye, lip, face, paw and fin. We are committed to creating a culture internally—and in the world around us—where all individuals are encouraged to express their truest selves and are empowered to succeed, and where we strive to do the right thing for people, the planet and our furry and finned friends alike.
Consistent with our values and commitments, we took a number of steps in FY 2023 to further our environmental, social and governance (“ESG”) journey, including:
•Enhanced ESG Policies and Disclosure. In September 2022, we issued our inaugural Impact Report to memorialize our commitment to transparent ESG practices and communicate the many initiatives, programs and policies we’ve put in place to further our positive impact.
•Improved our Board Diversity. In FY 2023, we increased the representation of women on our Board to 67% from 56%. We are proud to be one of only four public companies in the U.S. (out of nearly 4,200 public companies) with a Board of Directors that is at least two-thirds women and at least one-third diverse. Our Board and the Nominating and Corporate Governance Committee will continue to consider diversity in all forms as it evaluates Board composition in the future.
•Advanced our Responsible Sourcing Initiatives. In August 2022, we announced that we were the first company in the beauty industry to have a third-party manufacturing facility Fair Trade Certified™. A Fair Trade Certified™ seal on a product signifies that it was made according to rigorous fair trade standards that promote sustainable livelihoods and safe working conditions for facility employees, protection of the environment and transparent supply chains. We have since expanded this program. Today, over 700 SKUs, representing more than 75% of our product volume, are produced in Fair Trade Certified™ facilities.
•Reduced our Carbon Footprint. In FY 2023, we made progress in reducing our environmental impact by establishing and achieving our science-based targets for Scope 1 and 2 emissions through the Science Based Targets Initiative. As part of our efforts to continue to increase transparency and disclosure for our environmental footprint, we plan to release our first annual CDP Climate Change questionnaire in 2023.
•Recognized for our Human Capital Investments. Our continued investments in our people and culture have positioned us as an employer of choice both in the beauty industry and our local communities. In FY 2023, we were recognized on Newsweek’s list of "America’s 100 Most Loved Workplaces for 2022” as well as Forbes’ list of “America’s Best Mid-Sized Companies.”
•Donated 3% of Our Profits to Drive Positive Impact. In FY 2023, e.l.f. Beauty donated over $635,000 to various organizations through a combination of formal partnerships, corporate matching of employee donations and product donations. These donations represented nearly 3% of our FY 2022 profits—exceeding our public goal to donate annually 2% of our prior year profits to drive positive impact in our communities.
| 2023 Proxy Statement | 7 | | ||||||
| Intro | Board | Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes | ||||||||||||||||||||
OUR BOARD OF DIRECTORS
| Proposal 1: | |||||
þ FOR ALL | Our Board unanimously recommends a vote “FOR” all of the nominees for Class I director. Our Board believes we have the right directors to lead | ||||
Stockholders are being asked to elect three Class I directors eachto serve for a three-year term.term expiring at our 2026 annual meeting of stockholders and until their respective successors are duly elected and qualified.
The election of Class I directors will be determined by a plurality of the votes cast, meaning that the three nominees receiving the most “For” votes will be elected as Class I directors. “Withhold” votes and broker non-votes are not considered votes cast for this proposal and will have no effect on the election of Class I directors.
Our Board has nominated the following three individuals for election as Class I directors at the 20202023 annual meeting. All of our nominees are current members of our Board.
  Kenny Mitchell |   Gayle Tait | ||||||||||||||
•SVP, Chief Marketing Officer of Levi Strauss & Co. •Director since 2020 •Compensation Committee Member | •CEO of Trove •Director since 2022 | ||||||||||||||
 Maureen Watson | |||||||||||||
• | • • | ||||||||||||
| 8 | 2023 Proxy Statement | ||||||
| Intro | Board | Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes | ||||||||||||||||||||
Each of the nominees has consented to being named as a nominee in this proxy statementProxy Statement and to serving as a Class I director if elected.
Ms. Watson and Mr. Mitchell were previously elected to our Board by our stockholders in 2020 and 2021, respectively. Ms. Tait was appointed to our Board in November 2022 to fill a vacancy on our Board created by the resignation of Kirk Perry; she is standing for election as a director by stockholders for the first time. Ms. Tait was recommended to the Nominating and Corporate Governance Committee and our Board by Boardspan Inc., an independent director search firm engaged by the Nominating and Corporate Governance Committee.
If elected, each of Mr. Mitchell, Ms. Tait and Ms. Watson will serve until the 2026 annual meeting of stockholders and until his or her successor is duly elected and qualified, or until his or her earlier death, resignation, disqualification, retirement or removal.
If for any reason any of the nomineesnominee is unable or unwillingdeclines to serve at the time of the 20202023 annual meeting, the persons named as proxies in the proxy card will have the authority to vote for substitute nominees or vote to allow the vacancy created thereby to remain open until filled by our Board. Our Board has no reason to believe that any of the nominees will be unable or decline to serve as a director if elected.
The following pages contain a brief biography ofsection provides information with respect to each nominee and description offor election as a Class I director. It includes the relevant experiences,specific experience, qualifications attributes, and skills of each nominee that ledconsidered by the Nominating and Corporate Governance Committee andand/or our Board in assessing the appropriateness of the person to recommend that personserve as a nominee for director.director, as well as the start of each director’s tenure on our Board, such director’s committee assignments and his or her age as of the date of this Proxy Statement.
We have carefully evaluated the other forms of service of our nominees and determined that all of our nominees can commit the requisite time and attention to serve our stockholders’ interests. Additionally, none of our nominees are “over-boarded” according to thresholds of certain major institutional investors and proxy advisory firms, according to their respective voting policies.
For additional information about our nominees, please visit investor.elfcosmetics.com/investor.elfbeauty.com/corporate-governance/board-of-directors.
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Director Nominees
| Kenny Mitchell | |||||||||
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Current Occupation and Select Prior Experience • ◦SVP, Chief Marketing Officer (June 2023 to present) •Snap, Inc., a camera and social media company ◦Chief Marketing Officer (June 2019 to May 2023) •McDonald’s Corporation, a fast food ◦Vice President, Brand Content and Engagement (February 2018 to June 2019) •Gatorade, a division of PepsiCo, Inc., a global food and beverage company ◦Head of Consumer Engagement (March 2015 to February 2018) Other Affiliations/Experience/Information • •Member of the advisory board at The Tuck School of Business at Dartmouth •Member of the board of •Advisor to Overtime Elite, a Education • •M.B.A. from The Tuck School of | |||||||||
| Independent | |||||||||
Director since: | |||||||||
Term ends: 2023 | |||||||||
Committees: Comp. | |||||||||
| Key qualifications: | |||||||||
| Consumer Products | ||||||||
| Corporate Governance | ||||||||
| Brand/Marketing | ||||||||
| Tech/Digital Media | ||||||||
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| Senior Leadership | ||||||||
| We believe Mr. | |||||||||
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 Gayle Tait | |||||||||
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Current Occupation and Select Prior Experience • ◦CEO (May 2022 to present) ◦President (January 2021 to May 2022) •Google LLC, a global technology company ◦Managing Director, Global Retail & Payments Activation, Google Play (April 2016 to December 2020) ◦Director of Consumer Electronics (October 2015 to March 2016) ◦Director of CPG (March 2014 to October 2015) •L’Oréal, a global beauty company ◦Managing Director for the UK & Ireland (April 2009 to February Other Affiliations/Experience/Information • •Member of the board of directors of • Education • | |||||||||
| Independent | |||||||||
Director since: | |||||||||
Term ends: 2023 | |||||||||
Committees: | |||||||||
| Key qualifications: | |||||||||
| Consumer Products | ||||||||
| Retail/Beauty | ||||||||
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| Corporate Governance | ||||||||
| Brand/Marketing | ||||||||
| Tech/Digital Media | ||||||||
| Operations | ||||||||
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| Senior Leadership | ||||||||
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| We believe Ms. | |||||||||
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| Maureen Watson | |||||||||
 | |||||||||
Current Occupation and Select Prior Experience • ◦Chief Product Officer (March 2015 to present) • ◦Senior Vice President, Merchandising (March 2013 to March •Lucky Brand, Inc., a clothing company ◦Senior Vice President, Global Sales and Merchandising of Lucky Brand Jeans Other Affiliations/Experience/Information •Over 30 years of retail • Education •B.A. in Political Science and French from Middlebury College. | |||||||||
| Independent | |||||||||
Director since: August 2015 | |||||||||
Term ends: 2023 | |||||||||
Committees: NomGov | |||||||||
| Key qualifications: | |||||||||
| Consumer Products | ||||||||
| Retail/Beauty | ||||||||
| Corporate Governance | ||||||||
| Brand/Marketing | ||||||||
| Tech/Digital Media | ||||||||
| Senior Leadership | ||||||||
| We believe Ms. Watson’s extensive cosmetics, beauty, and consumer products experience as well as her experience in senior leadership roles | |||||||||
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Continuing Directors
The following section provides information with respect to each director of e.l.f. Beauty who will continue to serve as a director after the 2023 annual meeting. It includes the specific experience, qualifications and skills considered by the Nominating and Corporate Governance Committee and/or our Board in assessing the appropriateness of the person to serve as a director, as well as the start of each director’s tenure on our Board, such director’s committee assignments and his or her age as of the date of this Proxy Statement.
Class II Directors (Terms Expiring in 2024) Tiffany Daniele | ||||||||
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Current Occupation and Select Prior Experience •Union Square Hospitality Group, LLC, a leading restaurant group in NYC ◦Chief •Cole Haan, Inc., a footwear and accessories retailer ◦Vice President of Financial Planning & Analysis (February 2020 to June 2020) •Tapestry, Inc., a New-York-based house of modern luxury brands ◦Vice President, Global Corporate Financial Planning & Analysis (December 2017 to February 2020) •Kate Spade & Company, a global retail based company that operated lifestyle brands primarily focused on the sale of accessories and apparel ◦Various Financial Planning & Analysis roles (January 2012 to December 2017) Other Affiliations/Experience/Information •Former Chief Financial Officer of • Education •B.A. in | ||||||||
| Independent | ||||||||
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| Key qualifications: | ||||||||
| Consumer Products | |||||||
| Retail/Beauty | |||||||
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| Senior Leadership | ||||
| M&A/ | ||||
| We believe Ms. Daniele’s financial expertise and retail experience provide her with the qualifications and skills to serve as a member of our Board. | ||||||||
| 2023 Proxy Statement | 13 | | ||||||
 Lauren Cooks Levitan | ||||||||
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Current Occupation and Select Prior Experience • •Fanatics, Inc., a retailer of licensed sports apparel and merchandise ◦Chief Financial Officer (June 2015 to September •Moxie Capital LLC, a private equity firm ◦Co-Founder and Managing Partner Other Affiliations/Experience/Information •Over 25 years of financial and accounting •Member of the board of directors of Crew Knitwear, a privately held Education •B.A. in Political Science from Duke •M.B.A. from Stanford University Graduate School of | ||||||||
| Independent | ||||||||
Director since: June 2016 | ||||||||
Term ends: | ||||||||
Committees: Comp. (Chair) | ||||||||
| Key qualifications: | ||||||||
| Retail/Beauty | |||||||
| Financial/Accounting | |||||||
| Corporate Governance | |||||||
| Tech/Digital Media | |||||||
| Operations | |||||||
| Senior Leadership | |||||||
| M&A/ | |||||||
| Cybersecurity | |||||||
| We believe Ms. Cooks 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. | ||||||||
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 Richard Wolford | ||||||||
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Current Occupation and Select Prior Experience • ◦Interim President and Chief Executive Office (February 2012 to May 2012) •Del Monte Foods Company (prior to acquisition, NYSE: DLM), a food production and distribution company ◦Chief Executive Officer and President (1997 to 2011, when it was acquired) •HK Acquisition Corp., a food industry investment manager ◦Chief Executive Officer (1988 to 1996) •Dole Packaged Foods, a division of ◦President (1982 to Other Public Company Boards • •Del Monte Foods Company (1997 to 2011, when it was acquired)—Chairman of its board of directors from 2000 to 2011 Other Affiliations/Experience/Information •Over •Former and current member of •Chairman of the board of directors of the Grocery Manufacturers Association (“GMA”), from 2010 to 2011, resigning upon the sale of Del Monte Foods Company, and •Member of the Education • B.A. in Economics from Harvard University | ||||||||
| Independent | ||||||||
Director since: September 2014 | ||||||||
Term ends: 2024 | ||||||||
Committees: Audit (Chair) | ||||||||
| Key qualifications: | ||||||||
| Consumer Products | |||||||
| Financial/Accounting | |||||||
| Corporate Governance | |||||||
| Operations | |||||||
| Public Company Boards | |||||||
| Senior Leadership | |||||||
| M&A/Strategy | |||||||
| 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. | ||||||||
| 2023 Proxy Statement | 15 | | ||||||
| Intro | Board | Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes | ||||||||||||||||||||
Class III Directors (Terms Expiring in 2025)
| Tarang Amin Chairman | ||||||||
Age: 58 | Current Occupation and Select Prior Experience •e.l.f. Beauty, Inc. ◦Chief Executive Officer (January 2014 to present) ◦Chairman of the Board (August 2015 to present) ◦President (March 2019 to present) •Schiff Nutrition, Inc. (prior to acquisition, NYSE: SHF), a manufacturer of nutritional supplements ◦President and Chief Executive Officer (March 2011 to January 2013, when it was acquired) •The Clorox Company, a multinational manufacturer and marketer of consumer products, ◦Vice President, General Manager, Litter, Food, and Charcoal Strategic Business Units (April 2008 to March 2013) Other Public Company Boards •Schiff Nutrition, Inc. (2011 to 2013, when it was acquired) Other Affiliations/Experience •Over 30 years of experience leading consumer products and retail businesses •Member of the board of directors of Pharmavite LLC, a privately held dietary supplements company Education •B.A. in International Policy from Duke University •M.B.A. from Duke University | |||||||
Director since: 2014 | ||||||||
Term ends: 2025 | ||||||||
Committees: None | ||||||||
| Key qualifications: | ||||||||
| Consumer Products | |||||||
| Financial/Accounting | |||||||
| Retail/Beauty | |||||||
| Corporate Governance | |||||||
| Brand/Marketing | |||||||
| Tech/Digital Media | |||||||
| Operations | |||||||
| Public Company Boards | |||||||
| Senior Leadership | |||||||
| M&A/Strategy | |||||||
| We believe Mr. Amin’s extensive experience leading consumer products and retail businesses provides him with the qualifications and skills to serve as a member of our Board. | ||||||||
| 16 | 2023 Proxy Statement | ||||||
| Intro | Board | Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes | ||||||||||||||||||||
 Lori Keith | ||||||||
Age: 54 | Current Occupation and Select Prior Experience •Parnassus Investments, an investment advisor ◦Portfolio Manager of the Parnassus Mid-Cap Fund (October 2008 to present) ◦Director of Research (July 2020 to present) ◦Senior Research Analyst (2005 to 2008) •Deloitte Corporate Finance LLC, a global professional services firm ◦Vice President of Investment Banking (2001 to 2003) Other Affiliations/Experience/Information •Nearly 20 years of investing in consumer products and retail businesses •Member of the executive committee of Parnassus Investments •Former member of the board of trustees of Education • •M.B.A. from Harvard Business | |||||||
| Independent | ||||||||
Director since: | ||||||||
Term ends: | ||||||||
Committees: NomGov & Audit | ||||||||
| Key qualifications: | ||||||||
| Financial/Accounting | |||||||
| Corporate Governance | |||||||
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| Senior Leadership | |||||||
| M&A/Strategy | |||||||
| Cybersecurity | |||||||
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| We believe Ms. Keith’s extensive financial and institutional investment experience, and expertise in ESG matters, provide her with the qualifications and skills to serve as a member of our Board. | ||||||||
| 2023 Proxy Statement | 17 | | ||||||
 Beth Pritchard Lead Independent Director | ||||||||
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Current Occupation and Select Prior Experience •Sunrise Beauty Studio, LLC, a beauty branding company ◦Principal and Strategic Advisor • ◦North American Advisor (2008 to •Dean & DeLuca, Inc., a gourmet and specialty foods retailer ◦President and CEO and subsequent Vice Chairman •Organized Living Inc., • ◦Various executive positions, including President and CEO of Bath & Body Works, CEO of Victoria’s Secret Beauty, and CEO of The White Barn Candle Other Public Company Boards •Loblaw Companies Limited (TSE: L), a food and pharmacy •Cabela’s Inc. •Vitamin Shoppe, Inc. (NYSE: VSI) Other Affiliations/Experience/Information •Over 30 years of experience leading consumer products and retail •Former member of the boards of directors of numerous private •2019 National Association of Corporate Directors Education •B.A. in International Relations from the University of •M.B.A. from Marquette | ||||||||
| Independent | ||||||||
Director since: November 2017 | ||||||||
Term ends: | ||||||||
Committees: NomGov (Chair) | ||||||||
| Key qualifications: | ||||||||
| Consumer Products | |||||||
| Retail/Beauty | |||||||
| Corporate Governance | |||||||
| Brand/Marketing | |||||||
| Operations | |||||||
| Public Company Boards | |||||||
| Senior Leadership | |||||||
| M&A/ | |||||||
| We believe Ms. Pritchard’s extensive leadership experience in the retail and beauty industries provides her with the qualifications and skills to serve as a member of our Board. | ||||||||
| 18 | 2023 Proxy Statement | | |||||||
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| Annexes | ||
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Membership and Key Attributes, Skills, and Experiences
| committee memberships | ||||||||||||||||||||||||||
| name | independent | age | years on board | audit | comp | nomgov | ||||||||||||||||||||
Tarang Amin—Chairman | 58 | 9.4 | ||||||||||||||||||||||||
| Tiffany Daniele | ü | 41 | 1.2 | Member | ||||||||||||||||||||||
| Lori Keith | ü | 54 | 3.0 | Member | Member | |||||||||||||||||||||
| Lauren Cooks Levitan | ü | 57 | 6.9 | Chair | ||||||||||||||||||||||
| Kenny Mitchell | ü | 47 | 2.7 | Member | ||||||||||||||||||||||
Beth Pritchard—Lead Independent Director | ü | 76 | 5.7 | Chair | ||||||||||||||||||||||
| Gayle Tait | ü | 46 | 0.7 | |||||||||||||||||||||||
| Maureen Watson | ü | 55 | 7.9 | Member | ||||||||||||||||||||||
| Richard Wolford | ü | 78 | 8.9 | Chair | ||||||||||||||||||||||
| Percentage/Average | 89% | 57 | 5.2 | |||||||||||||||||||||||
| committee memberships | ||||||||
| name | independent | age | years on board | audit | comp | nomgov | ||
Tarang Amin—Chairman | 55 | 6.4 | ||||||
| Lori Keith | ü | 51 | <1 | member | ||||
| Lauren Cooks Levitan | ü | 54 | 3.9 | member | ||||
| Richelle Parham | ü | 52 | 2.3 | member | ||||
| Kirk Perry | ü | 53 | 3.8 | chair | ||||
Beth Pritchard—Lead Independent Director | ü | 73 | 2.7 | chair | ||||
| Sabrina Simmons | ü | 57 | 4.3 | chair | ||||
| Maureen Watson | ü | 52 | 4.9 | member | ||||
| Richard Wolford | ü | 75 | 5.9 | member | ||||
diverse Board. We believe diversity on our Board is important because a variety of points of view improves the quality of dialogue, contributes to a more effective decision-making process, enhances overall culture and ultimately increases our capacity for long-term growth.
We are proud to be one of only four public companies in the U.S. (out of nearly 4,200 public companies) with a Board of Directors that is at least two-thirds women and at least one-third diverse.(1)
89% Independent | 67% Women | 33% Diverse | Average Age | |||||||||||||||||||||||||||||
| 1 | of only | 4 | ||||||||||||||||||||||||
| public companies in the U.S. with a board of directors that has at least... | ||||||||||||||||||||||||||
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| (1) | Source: FactSet, March 2023. | |||||||
| 2023 Proxy Statement | 19 | | ||||||
| Intro | Board | Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes | ||||||||||||||||||||
Currently, 89% of our Board self-identifies as a member of a diverse gender, racial, ethnic or underrepresented group. Our directors self-identify as follows:
| percentage of directors | |||||||||||
| Alaska Native or Native American | — | ||||||||||
| Asian | 22 | % | |||||||||
| Black or African American | 11 | % | |||||||||
| Native Hawaiian or Other Pacific Islander | — | ||||||||||
| Hispanic or LatinX | — | ||||||||||
| White | 67 | % | |||||||||
| Male | 33 | % | |||||||||
| Female | 67 | % | |||||||||
Our directors bring a broad set of skills and experiences to our Board. Listed below are certain skills and experiences that we consider important for our directors to possess in light of our current business. Each director is asked to self-identify such director’s skills and experiences but those identified are not an exhaustive list of all skills and experiences that are required for the Board’s effective oversight nor an exhaustive list of all skills that each director offers e.l.f. Beauty. For example, each Board member has experience in, or currently oversees, one or more ESG areas, including with respect to corporate governance, sustainability and environmental matters and human capital management matters, and we believe it is important for our Board to oversee ESG holistically. We are currently in the process of determining the appropriate standard for ESG expertise and it is our intention to include ESG-specific skills in our skills matrix next year.
| name | consumer products | retail/beauty | financial/accounting | corporate governance | brand/marketing | tech/ digital media | operations | public company boards | senior leadership | m&a/strategy | cyber-security | ||||||||||||||||||||||||
| | | | | | | | | | | |||||||||||||||||||||||||
| Tarang Amin | ü | ü | ü | ü | ü | ü | ü | ü | ü | ü | |||||||||||||||||||||||||
| Tiffany Daniele | ü | ü | ü | ü | ü | ü | |||||||||||||||||||||||||||||
| Lori Keith | ü | ü | ü | ü | ü | ||||||||||||||||||||||||||||||
| Lauren Cooks Levitan | ü | ü | ü | ü | ü | ü | ü | ü | |||||||||||||||||||||||||||
| Kenny Mitchell | ü | ü | ü | ü | ü | ||||||||||||||||||||||||||||||
| Beth Pritchard | ü | ü | ü | ü | ü | ü | ü | ü | |||||||||||||||||||||||||||
| Gayle Tait | ü | ü | ü | ü | ü | ü | ü | ||||||||||||||||||||||||||||
| Maureen Watson | ü | ü | ü | ü | ü | ü | |||||||||||||||||||||||||||||
| Richard Wolford | ü | ü | ü | ü | ü | ü | ü | ||||||||||||||||||||||||||||
| 78% | 67% | 56% | 100% | 56% | 56% | 56% | 33% | 100% | 67% | 22% | |||||||||||||||||||||||||
Director Independence
All of our current directors, except Mr. Amin, are independent under applicable New York Stock Exchange (“NYSE”) listing standards, making our Board 89% independent.
Our Board has affirmatively determined that Ms. Daniele, Ms. Keith, Ms. Cooks Levitan, Mr. Mitchell, Ms. Pritchard, Ms. Tait, Ms. Watson and Mr. Wolford each qualifies as an independent director under applicable NYSE listing standards. Mr. Amin is not considered independent because he is the Chief Executive Officer of e.l.f. Beauty. The Board also previously affirmatively determined that Kirk Perry, who resigned from the Board effective November 4, 2022, qualified as an independent director under applicable NYSE listing standards during the period of his service in FY 2023.
| 20 | 2023 Proxy Statement | ||||||
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NYSE’s independent director definition includes a series of objective tests, including that the director is not, and has not been within the last three years, one of our employees and that neither the director nor any of his or her family members has engaged in various types of business dealings with us. In addition, as required by NYSE listing standards, our Board has made an affirmative determination as to each independent director (including Mr. Perry during the period of his service in FY 2023) that he or she has no material relationship with the Companye.l.f. Beauty (either directly or as a partner, stockholder or officer of an organization that has a relationship with us). In making these determinations, our Board considered ownership of our common stock by each director and reviewed and discussed information provided by each director with regard to that director’s business and personal activities and relationships as they may relate to the Companye.l.f. Beauty and our management.
There are no family relationships among any of our directors or executive officers.
Our Board represents our stockholders’ interests and is responsible for furthering the long-term success and value of the Company,e.l.f. Beauty, consistent with itsour Board’s fiduciary duties to our stockholders. Our Board has responsibility for establishing broad corporate policies, setting strategic direction and overseeing management, which is responsible for the day-to-day operations of the Company.e.l.f. Beauty.
In fulfilling this role, each director must exercise his or her good faith business judgment in the best interests of the Companye.l.f. Beauty and itsour stockholders. The Company isWe are committed to conducting itsour business in accordance with ethical business principles. Integrity and ethical behavior are core values of the Company.e.l.f. Beauty. Our Board provides the best example of these values and will reinforce their importance at appropriate times.
Our Board oversees the risk management process, while the Company’s management oversees and manages risk on a daily basis. The Company’s managementOur executive team provides regular reports to our Board on areas of material risk to the Company,e.l.f. Beauty, including operational, financial, legal, regulatory and strategic risks. In addition, as part of its review of operational risk, our Board reviews cybersecurity risks facing the Company,e.l.f. Beauty, including the potential for breaches of our key information technology systems and the potential for breaches of our systems and processes relating to the protection of consumer and employee confidential information.
While our Board is ultimately responsible for risk oversight, each of our Board committees assists in fulfilling these oversight responsibilities. Their specific areas of responsibility are:
•Compensation Committee. The Compensation Committee oversees the Company;management of risks relating to the compensation of executive officers and employees.
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| 2023 Proxy Statement | 21 | | ||||||
| Intro | Board | Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes | ||||||||||||||||||||
To facilitate our Board’s oversight of our risk management process, the chair of each committee reports (or delegates to another committee member or to our General Counsel to report) on its activities to our full Board, which enables our Board and its committees to coordinate the risk oversight role and keep informed of any developments impacting the Company’sour risk profile.
Our Board currently consists of nine directors, with three classes of directors designated as Class I, Class II and Class III. Each class of directors serves a staggered three-year term. At each annual meeting of stockholders, directors of the class whose term is expiring are elected for a term of three years. Our directors are currently classified as follows:
| class I | term ends | class II | term ends | class III | term ends | ||
| Kirk Perry | 2020 | Lauren Cooks Levitan | 2021 | Tarang Amin | 2022 | ||
| Sabrina Simmons | 2020 | Richelle Parham | 2021 | Lori Keith | 2022 | ||
| Maureen Watson | 2020 | Richard Wolford | 2021 | Beth Pritchard | 2022 | ||
| class I | term ends | class II | term ends | class III | term ends | ||||||||||||||||||
| Kenny Mitchell | 2023 | Tiffany Daniele | 2024 | Tarang Amin | 2025 | ||||||||||||||||||
| Gayle Tait | 2023 | Lauren Cooks Levitan | 2024 | Lori Keith | 2025 | ||||||||||||||||||
| Maureen Watson | 2023 | Richard Wolford | 2024 | Beth Pritchard | 2025 | ||||||||||||||||||
| 2023 Proxy Statement | |||||||
| Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes | ||||||||||||||||||||||
Board Leadership
| position | |||||
| Tarang Amin | Chairman | ||||
| Lauren Cooks Levitan | Chair of the Compensation Committee | ||||
| Beth Pritchard | Lead Independent Director and Chair of the Nominating and Corporate Governance Committee | ||||
| Chair of the Audit Committee | |||||
Our Board believes that our current Board leadership structure provides an effective balance between strong management leadership and appropriate safeguards and oversight by our independent directors.
Our Board encourages all directors to play an active role in overseeing the Company’sour business. The non-management directors meet in executive session without management directors or management present on a regularly scheduled basis. These meetings allow non-management directors to discuss issues of importance to the Company,e.l.f. Beauty, including the business and affairs of the Companye.l.f. Beauty as well as matters concerning management, without any member of management present.
Chairman. Mr. Amin, our Chief Executive Officer, currently serves as our Chairman. Our Board believes that having Mr. Amin serve as Chairman and Chief Executive Officer is important to theour short- and long-term success of the Company as it
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provides certain synergies and efficiencies that enhance the functioning of our Board and, importantly, allows our Board to most effectively execute its role in overseeing business strategy.
As the director closest to our business, Mr. Amin is best able to identify many of the business issues that require the attention of our Board and, as Chairman, can best focus our directors’ attention on the most critical business matters. Further, in our Board’s experience, having Mr. Amin serve as the combined role ofboth Chairman and Chief Executive Officer allows for timely and unfiltered communication with our Board on these critical business issues.
Lead Independent Director. Director. When the roles of Chair of our Board and Chief Executive Officer are combined or the Chair is not an independent director (as defined under the NYSE listing standards), our independent directors appoint an independent director to serve as the Lead Independent Director. Ms. Pritchard currently serves as our Lead Independent Director.
Our Board believes that having a Lead Independent Director helps to ensure sufficient independence in itsBoard leadership and provide effective independent functioning of our Board in its oversight and governance responsibilities. The Lead Independent Director performs the functions and duties provided in our Lead Independent Director Guidelines and as otherwise may be requested by our Board. Our Lead Independent Director Guidelines are periodically reviewed and updated by our Board and the Nominating and Corporate Governance Committee. A copy of our Lead Independent Director Guidelines is available on our investor relations website at investor.elfcosmetics.com/investor.elfbeauty.com/corporate-governance/governance-guidelines.
| 2023 Proxy Statement | 23 | | ||||||
| Intro | Board | Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes | ||||||||||||||||||||
Committee Chairs. Chairs. Each of the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee, and the Compensation Committee is led by a chair that is an independent director.
Below is a summary of the key responsibilities of our Board leadership positions:
| role | key responsibilities | ||||||||||
•Presides over meetings of our Board. | |||||||||||
•Sets the | |||||||||||
•Consults and advises our Board and its committees on the business and affairs of | |||||||||||
•Performs such other duties as may be assigned by our Board. | |||||||||||
| Chief Executive Officer | •In charge of the daily affairs of | ||||||||||
| Lead Independent Director | •Together with the Chairman and management, develops and approves Board meeting agendas and meeting schedules. | ||||||||||
•Provides to our Board supplemental materials or information as advisable. | |||||||||||
•Presides at executive sessions of the independent directors. | |||||||||||
•Facilitates discussion and open dialogue among the independent directors. | |||||||||||
•Serves as a liaison between the Chairman and management and the independent directors. | |||||||||||
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•Communicates to the Chairman and management, as appropriate, any decisions reached, suggestions, views or concerns expressed by independent directors. | |||||||||||
•In appropriate circumstances and in conjunction with our Board, makes himself or herself available for consultation and communication with | |||||||||||
•Provides the Chairman with feedback and counsel concerning the Chairman’s interactions with our Board. | |||||||||||
•Performs such functions and duties set forth in the Lead Independent Director Guidelines. | |||||||||||
| Committee Chairs | •Preside over committee meetings. | ||||||||||
•Set the agenda and schedules for committee meetings. | |||||||||||
•Regularly report to the full Board on committee activities. | |||||||||||
| 24 | 2023 Proxy Statement | ||||||
| Intro | Board | Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes | ||||||||||||||||||||
Board Committees
Our Board currently has three standing committees: the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee, and the Compensation Committee. The primary responsibilities (and other details) of each committee are described below. These committees play a critical role in our governance and strategy, and each committee has access to management and the authority to retain independent advisers as it deems appropriate.
Each committee operates pursuant to a written charter. You may viewcharter, each committee’s charterof which is available on our investor relations website at investor.elfcosmetics.com/investor.elfbeauty.com/corporate-governance/board-committees. Each committee reviews and assesses the adequacy of its charter at least annually and recommends changes to our Board to reflect the evolving role of the committee.
| Audit Committee | |||||||||||||||||||
| Current members: | Independent(1): | lll 3out of 3 | Four meetings held in FY 2023. | ||||||||||||||||
| Richard Wolford (Chair) | |||||||||||||||||||
Tiffany Daniele(2) | Financially Literate(3): | lll 3out of 3 | |||||||||||||||||
| Lori Keith | |||||||||||||||||||
| Each member of the Audit Committee meets the independence requirements of SEC regulations and applicable NYSE listing standards. | |||||||||||||||||||
| Designated as an “audit committee financial expert” by our Board within the meaning of | |||||||||||||||||||
| Per NYSE’s financial literacy requirements. | |||||||||||||||||||
•Appoints, compensates, retains and oversees the work of our independent auditors. | •Oversees and evaluates the scope of the external and internal audit reviews and results. | ||||||||||||||||||
•Assesses the qualification and independence of our independent auditors. | •Reviews and discusses with management | ||||||||||||||||||
•Oversees and reviews our financial and accounting controls and processes. | •As appropriate, initiates inquiries into aspects of our internal accounting controls and financial affairs. | ||||||||||||||||||
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| Current members: | Independent(1): | ll 2out of 2 | |||||||||||||||
| Lauren Cooks Levitan (Chair) | |||||||||||||||||
| Each member of the Compensation Committee meets the independence requirements of SEC regulations, the regulations of the Internal Revenue Code of 1986 (the “Internal Revenue Code”) | |||||||||||||||||||||
| Primary responsibilities: | |||||||||||||||||||||
•Reviews and sets the compensation | •Reviews and makes recommendations to our Board regarding compensation for our directors. | ||||||||||||||||||||
•Reviews and approves all employment, severance and change in control arrangements with our executive officers. | •Reviews and approves our incentive-compensation and equity-based compensation plans. | ||||||||||||||||||||
| Setting Process.” | |||||||||||||||||||||
| 2023 Proxy Statement | ||||||||
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| Nominating and Corporate Governance Committee | |||||||||||||||||
| Current members: | Independent(1): | lll 3 out of 3 | Three meetings held in FY 2023. | ||||||||||||||
| Beth Pritchard (Chair) | |||||||||||||||||
| Lori Keith | |||||||||||||||||
| Maureen Watson | |||||||||||||||||
| (1) | Each member of the Nominating and Corporate Governance Committee meets the independence requirements of applicable NYSE listing standards. | ||||||||||||||||
| Primary responsibilities: | |||||||||||||||||
•Oversees our corporate governance policies and ESG program and policies. | •Makes recommendations regarding candidates for our Board and Board committees. | ||||||||||||||||
•Oversees the evaluation of our Board. | •Makes recommendations regarding governance matters. | ||||||||||||||||
How our Directors are Selected
| Sources for Candidates | è è è | In Depth Review by the Nominating and Corporate Governance Committee | è è è | Nomination/Appointment/Election | ||||||||||
Directors Management Stockholders Search firms | Candidate qualifications Current Board composition Independence and potential conflicts Diversity | Recommend slate of nominees êêê Full Board review and approval êêê Nomination/appointment/election | ||||||||||||
Director Suggestions from our Board
The Nominating and Corporate Governance Committee is responsible for reviewing with our full Board, on an annual basis, the appropriate characteristics, skills, and experience required for our Board as a whole and the individual directors. In evaluating the suitability of individual candidates for our Board (both new candidates and current directors), the Nominating and Corporate Governance Committee and our Board consider many factors, including the following:
•personal and professional integrity | •conflicts of interest | |||||||
• | ||||||||
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•experience in corporate management, such as serving as an officer or former officer | ||||||||
• | ||||||||
•practical and mature business judgment | ||||||||
•experience in the industry in which we operate | ||||||||
Our Board evaluates each individual in the context of our Board as a whole, with the objective of assembling a group of directors that can best maximize the success of our business and represent our stockholders’ interests through the exercise of sound judgment using its depth in these various areas. Our
| 26 | 2023 Proxy Statement | ||||||
| Intro | Board | Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes | ||||||||||||||||||||
While our Board does not have a specific diversity policy but fully appreciatesregarding Board composition, our Board is committed to diversity, equity and inclusion, and the valueNominating and Corporate Governance Committee considers diversity in all forms as it evaluates Board composition and potential new directors. In addition, the Nominating and Corporate Governance Committee also considers potential candidates’ experience in attracting, developing and retaining qualified personnel and fostering a corporate culture that reflects our values and encourages diversity, equity and inclusion.
In November 2022, Boardspan Inc., an independent director search firm engaged by the Nominating and Corporate Governance Committee, completed its efforts in supporting the successful recruitment of diversity.Ms. Tait to our Board.
In addition to candidates identified through its own internal processes, the Nominating and Corporate Governance Committee will evaluate candidates for director that are suggested by any stockholder.
In order for the Nominating and Corporate Governance Committee to consider a stockholder suggestion, the stockholder must submit proof of Companye.l.f. Beauty stock ownership and submit an explanation of the reasons why the stockholder believes the candidate is qualified for service on our Board. To fully evaluate the candidate, the Nominating and Corporate Governance Committee may request the stockholder provide additional information regarding the suggested candidate.
The Nominating and Corporate Governance Committee evaluates candidates suggested by stockholders using the same principles and methodologies as it uses to evaluate other candidates (including candidates identified by our Board or the Company)our executive team).
There is no set deadline or timing for a stockholder to suggest a candidate for our Board. Stockholder suggestions for nominees for director should be submitted in writing to:
e.l.f. Beauty, Inc.
ATTN: Corporate Secretary
570 10th Street
Oakland, California 94607
ATTN: Corporate Secretary
570 10th Street
Oakland, California 94607
| ||
The procedures described above are meant to establish an additional means by which stockholders can contribute to our process for identifying and evaluating candidates for our Board and are not meant to replace or limit stockholders’ general nomination rights, as discussed below, in any way.
Any stockholder may nominate a candidate or candidates for election to our Board at an annual meeting of stockholders if the stockholder complies with the advance notice, information and consent provisions contained in our bylaws, which are briefly described below.
To nominate a candidate, a stockholder must submit a detailed resume of the candidate and an explanation of the reasons why the stockholder believes the candidate is qualified to serve on our Board. The stockholder must also provide other information about the candidate that would be required by the SEC rules to be included in a proxy statement.
In addition, the stockholder must include the consent of the candidate with respect to the candidate’s nomination and commitment to serve if elected, and describe any relationships, arrangements or undertakings between the stockholder and
| 2023 Proxy Statement | 27 | | ||||||
| Intro | Board | Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes | ||||||||||||||||||||
the candidate regarding the nomination or otherwise. The stockholder must also submit a director questionnaire and an agreement completed by each candidate (forms of which must be requested from the Company)us), and the stockholder must provide any other information required by our bylaws. The stockholder must also submit proof of Company stock ownership.ownership of our common stock.
If a stockholder wishes to nominate one or more persons for election to our Board at the 20212024 annual meeting of stockholders, we must receive notice of the nomination between April 29, 202126, 2024 and May 29, 202126, 2024 according to our bylaws. However, if the date of the 20212024 annual meeting of stockholders is more than 30 days before or more than 60 days after August 27, 2021,24, 2024, notice must be received not later than the 90th day prior to the date of the 20212024 annual meeting of stockholders or, if later, the 10th day following the day on which public disclosure of the date of the 20212024 annual meeting of stockholders is first made. In addition to satisfying the foregoing requirements under our bylaws, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than our nominees must provide notice that sets forth the information required by Rule 14a-19 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Stockholder director nominations must be submitted in writing to:
e.l.f. Beauty, Inc.
ATTN: Corporate Secretary
570 10th Street
Oakland, California 94607
| ||
How our Board. No current director is a partner, member, director, officer, or employee of TPG or its affiliates.
Our Board is committed to continual corporate governance improvement. Our Board, and each committee, conducts an annual self-evaluation to review and assess its overall effectiveness, including with respect to strategic oversight, board structure and operation, interaction with and evaluation of management, governance policies, and committee structure and composition. As appropriate, these assessments may result in updates or changes to our practices as well as commitments to continue existing practices that our directors believe contribute positively to the effective functioning of our Board and committees.
Our Board meets at least quarterly each year, and special meetings may be held as permitted by our bylaws. Committee meetings are held at such times as the committee may determine, with the goal of meeting at least quarterly each year. Directors are expected to attend and participate in Board meetings and applicable committee meetings, and spend the time needed and meet as frequently as necessary to properly discharge their responsibilities.
During 2019T and FY 2020,2023, our Board held 10five meetings. Each director, for the portion of 2019T and FY 20202023 that the director was a member of our Board or a particular committee, as applicable, attended at least 75% of the aggregate of the total number of meetings of our Board held during 2019T and FY 20202023 and the total number of meetings held during 2019T and FY 20202023 by all committees of our Board on which that director served.
| 28 | 2023 Proxy Statement | ||||||
| Intro | Board | Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes | ||||||||||||||||||||
Although we do not have a policy with regard to directors’ attendance at the annual meetings of stockholders, all directors are encouraged to attend the annual meetings.meeting of stockholders. Each director that was on our Board on the date of the 20192022 annual meeting of stockholders attended the 20192022 annual meeting of stockholders.
We compensate our non-employee directors for their service on our Board in accordance with our Non-Employee Director Compensation Program. We also reimburse all directors for their reasonable business expenses incurred in connection with their activities as directors. All
Our Non-Employee Director Compensation Program in effect for FY 2023 provided for the following compensation to our non-employee directors are eligible to receive compensation for theirdirectors:
| retainer | cash (1) | stock award (2) | total | ||||||||||||||
| Annual Retainer | $ | 45,000 | $140,000 | $ | 185,000 | ||||||||||||
| Lead Independent Director Retainer | $ | 20,000 | — | $ | 20,000 | ||||||||||||
| Audit Committee Chairperson Retainer | $ | 15,000 | — | $ | 15,000 | ||||||||||||
| Audit Committee Member Retainer | $ | 7,500 | — | $ | 7,500 | ||||||||||||
| Compensation Committee Chairperson Retainer | $ | 10,000 | — | $ | 10,000 | ||||||||||||
| Compensation Committee Member Retainer | $ | 5,000 | — | $ | 5,000 | ||||||||||||
| Nominating and Corporate Governance Committee Chairperson Retainer | $ | 6,000 | — | $ | 6,000 | ||||||||||||
| Nominating and Corporate Governance Committee Member Retainer | $ | 3,000 | — | $ | 3,000 | ||||||||||||
| (1) | The cash portion is paid on a quarterly basis, based on a “Board term” (which runs from annual meeting of stockholders to annual meeting of stockholders). If a director does not serve as a non-employee director for the entire quarter, the cash portion of the retainer will be pro-rated based on the portion of the quarter that director served as a non-employee director. Prior to January 1 of any year, a non-employee director may elect to receive all of his or her cash retainers for the following year in the form of time-vesting restricted stock units (“RSUs”), which are granted on the date of the annual meeting of stockholders and vest on the same schedule as the RSU portion of the annual retainer as described in footnote 2. | ||||||||||||||||
| (2) | Payable in time-vesting RSUs. The actual number of RSUs granted to a non-employee director is calculated by dividing the dollar amount of the award by the closing trading price of our common stock on the date of grant. The dollar amount of the award is pro-rated for new non-employee directors. The RSU portion of the annual retainer is granted on the date of each annual meeting of stockholders, or for new non-employee directors, on the date of appointment, and vests in full on the earlier of (i) the first anniversary of the grant date or (ii) immediately prior to the next annual meeting of stockholders after the grant date, subject to the director continuing to serve as a non-employee director through the vesting date. All RSUs granted to our non-employee directors pursuant to the Non-Employee Director Compensation Program vest fully immediately prior to the occurrence of a change in control (as defined in our 2016 Equity Incentive Award Plan). | ||||||||||||||||
| ||||||||
| retainer | cash (1) | stock award (2) (3) | total | ||||||||
| Annual Retainer | $ | 45,000 | $ | 175,000 | $ | 220,000 | |||||
| Lead Independent Director Retainer | $ | 20,000 | — | $ | 20,000 | ||||||
| Audit Committee Chairperson Retainer | $ | 15,000 | — | $ | 15,000 | ||||||
| Audit Committee Member Retainer | $ | 7,500 | — | $ | 7,500 | ||||||
| Compensation Committee Chairperson Retainer | $ | 10,000 | — | $ | 10,000 | ||||||
| Compensation Committee Member Retainer | $ | 5,000 | — | $ | 5,000 | ||||||
| Nominating and Corporate Governance Committee Chairperson Retainer | $ | 6,000 | — | $ | 6,000 | ||||||
| Nominating and Corporate Governance Committee Member Retainer | $ | 3,000 | — | $ | 3,000 | ||||||
| (1) | The cash portion is paid on a quarterly basis. If a director does not serve as a non-employee director for the entire period, the cash portion of the annual retainers will be pro-rated based on the portion of the period that director served as a non-employee director. Prior to January 1 of any year, a non-employee director may elect to receive all of his or her annual cash retainer for the following year in the form of time-vesting restricted stock units (“RSUs”). | ||||||||||
| (2) | Payable in time-vesting RSUs. The actual number of RSUs granted to a non-employee director is calculated by dividing the dollar amount of the award by the closing trading price of our common stock on the date of grant. The dollar amount of the award is pro-rated for new non-employee directors. The RSU portion of the annual retainer is granted on the date of each annual meeting of stockholders, or for new non-employee directors, on the date of appointment, and vests in full on the earlier of (i) the first anniversary of the grant date or (ii) immediately prior to the next annual meeting of stockholders after the grant date, subject to the director continuing to serve as a non-employee director through the vesting date. All RSUs granted to our non-employee directors pursuant to the Non-Employee Director Compensation Program vest fully immediately prior to the occurrence of a change in control (as defined in our 2016 Equity Incentive Award Plan). | ||||||||||
| (3) | For the 2019-2020 board term, the value of the stock award was increased by 25% (or $35,000) to account for the extra quarter between the 2019 annual meeting of stockholders (May 2019) and the 2020 annual meeting (August 2020) as a result of the change in our fiscal year-end. The fiscal year-end change resulted in there being five quarters of Board service between annual meetings instead of the normal four. For the 2020-2021 board term and future board terms, the value of the stock award for our non-employee directors will return to $140,000 under our Non-Employee Director Compensation Program. | ||||||||||
The following table shows the compensation earned by or paid to our non-employee directors for their service in 2019T and FY 2020.2023. All dollar amounts are rounded to the nearest whole dollar amount. No non-employee director elected to defer any compensation earned by, or paid in, 2019T and FY 2020.
| name | fees earned or paid in cash | stock awards (1) | total | |||||||||||||||||||||||
Tiffany Daniele(2) | $43,846 | $172,945 | $ | 216,791 | ||||||||||||||||||||||
Lori Keith(3) | $70,315 | $139,966 | $ | 210,281 | ||||||||||||||||||||||
Lauren Cooks Levitan(4) | $53,516 | $139,966 | $ | 193,482 | ||||||||||||||||||||||
Kenny Mitchell(3) | $50,010 | $139,966 | $ | 189,976 | ||||||||||||||||||||||
Richelle Parham(5) | $ 8,654 | – | $ | 8,654 | ||||||||||||||||||||||
Kirk Perry(3)(6) | – | – | – | |||||||||||||||||||||||
| Beth Pritchard | $71,000 | $139,966 | $ | 210,966 | ||||||||||||||||||||||
Gayle Tait(3)(7) | $18,297 | $112,358 | $ | 130,655 | ||||||||||||||||||||||
Maureen Watson(3) | $48,013 | $139,966 | $ | 187,979 | ||||||||||||||||||||||
Richard Wolford(3) | $59,996 | $139,966 | $ | 199,962 | ||||||||||||||||||||||
| (1) | Represents the grant date fair value of annual RSUs granted to the director, calculated in accordance with FASB ASC Topic 718 for stock-based compensation transactions, disregarding the effects of estimated forfeitures. For a discussion of the valuation of these awards, see Notes to Consolidated Financial Statements at Note 14 in the 2023 Annual Report. These amounts do not reflect the amount the director has actually realized or will realize from the awards upon the vesting of the granted RSUs or the sale of the shares underlying the granted RSUs. | |||||||||||||||||||||||||
| (2) | Ms. Daniele was appointed to our Board on May 31, 2022 and, as such, received a pro-rated equity award for the FY 2022 Board term (measured as the date of the 2021 annual meeting to date of the 2022 annual meeting) in addition to her equity award for the FY 2023 Board term (measured as the date of the 2022 annual meeting to the date of the 2023 annual meeting). | |||||||||||||||||||||||||
| (3) | Elected to receive RSUs in lieu of cash for the FY 2023 Board term. The RSUs received in lieu of cash for the FY 2023 Board term were granted on August 25, 2022 (the date of the 2022 annual meeting). The grant date fair value of such RSUs, calculated in accordance with FASB ASC Topic 718 for stock-based compensation transactions based on the assumptions described in footnote 1, is included in the “fees earned or paid in cash” column. $4,066 of the amount shown for Ms. Keith in the “fees earned or paid in cash” column represents the incremental compensation paid to Ms. Keith in cash as a result of her appointment to the Audit Committee during the FY 2023 Board term. | |||||||||||||||||||||||||
| (4) | $3,049 of the amount shown for Ms. Cooks Levitan in the “fees earned or paid in cash” column represents the incremental compensation paid to Ms. Cooks Levitan in cash as a result of her appointment the chair of the Compensation Committee during the FY 2023 Board term. | |||||||||||||||||||||||||
| (5) | Ms. Parham resigned from our Board effective May 31, 2022 and, as such, did not receive an equity grant for the FY 2023 Board term (measured as of the date of the 2022 annual meeting to the date of the 2023 annual meeting). | |||||||||||||||||||||||||
| (6) | Mr. Perry resigned from our Board effective November 4, 2022 and, as such, forfeited his equity award for the FY 2023 Board term (measured as of the date of the 2022 annual meeting to the date of the 2023 annual meeting), including the RSUs received in lieu of cash for the FY 2023 Board term. | |||||||||||||||||||||||||
| (7) | Ms. Tait was appointed to our Board effective November 4, 2022 and, as such, received a pro-rated equity award for the FY 2023 Board term. | |||||||||||||||||||||||||
| ||||||||
name (1) | year | fees earned or paid in cash | stock award (2) (12) | total | |||||||||||
Stephen Ellis (3) (4) | 2020 | — | — | — | |||||||||||
| 2019T | — | — | — | ||||||||||||
Lauren Cooks Levitan (5) (6) | 2020 | $ | 44,156 | $ | 174,996 | $ | 219,152 | ||||||||
| 2019T | — | — | — | ||||||||||||
William McGlashan, Jr. (3) (7) | 2019T | — | — | — | |||||||||||
Richelle Parham (8) | 2020 | $ | 49,272 | $ | 174,996 | $ | 224,268 | ||||||||
| 2019T | $ | 11,917 | — | $ | 11,917 | ||||||||||
Kirk Perry (6) (9) (10) | 2020 | $ | 52,338 | $ | 174,996 | $ | 227,334 | ||||||||
| 2019T | $ | 1,111 | — | $ | 1,111 | ||||||||||
Beth Pritchard (11) | 2020 | $ | 70,690 | $ | 174,996 | $ | 245,687 | ||||||||
| 2019T | $ | 15,083 | — | $ | 15,083 | ||||||||||
Sabrina Simmons (6) | 2020 | $ | 51,404 | $ | 174,996 | $ | 226,400 | ||||||||
| 2019T | — | — | — | ||||||||||||
Maureen Watson (6) (9) | 2020 | $ | 47,993 | $ | 174,996 | $ | 222,989 | ||||||||
| 2019T | — | — | — | ||||||||||||
Richard Wolford (6) (9) | 2020 | $ | 52,500 | $ | 174,996 | $ | 227,497 | ||||||||
| 2019T | — | — | — | ||||||||||||
| (1) | Does not include Ms. Keith as Ms. Keith was appointed to our Board after FY 2020. | ||||||||||||||
| (2) | 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 14 in the 2020 Annual Report. These amounts do not reflect the amount the director has actually realized or will realize from the awards upon the vesting of the granted RSUs, or the sale of the shares underlying the granted RSUs. | ||||||||||||||
| (3) | Mr. McGlashan and Mr. Ellis were not entitled to receive any compensation under our Non-Employee Director Compensation Policy due to their affiliation with TPG. | ||||||||||||||
| (4) | Mr. Ellis resigned from our Board on December 3, 2019. | ||||||||||||||
| (5) | Ms. Levitan was a member of the Audit Committee from January 1, 2019 to December 3, 2019 and was appointed to the Compensation Committee on December 3, 2019. | ||||||||||||||
| (6) | Elected to receive RSUs in lieu of cash for the 2018-2019 board term (May 22, 2018 to May 21, 2019). The RSUs for the 2018-2019 board term were granted on May 22, 2018. The grant date fair value of the RSUs, calculated in accordance with FASB ASC Topic 718 for stock-based compensation transactions, were reported in the Company’s proxy statement for the 2019 annual meeting of stockholders, which was filed with the SEC on April 10, 2019. | ||||||||||||||
| (7) | Mr. McGlashan resigned from our Board on March 13, 2019. | ||||||||||||||
| (8) | Ms. Parham was a member of the Nominating and Corporate Governance Committee from January 10, 2019 to December 3, 2019 and was appointed to the Audit Committee on December 3, 2019. | ||||||||||||||
| (9) | Elected to receive RSUs in lieu of cash for the 2019-2020 board term (May 21, 2019 to the date of the 2020 annual meeting). The RSUs for the 2019-2020 board term were granted on May 21, 2019. The grant date fair value of the RSUs, calculated in accordance with FASB ASC Topic 718 for stock-based compensation transactions based on the assumptions described in footnote 1, is reflected in the “fees earned or paid in cash” column. | ||||||||||||||
| (10) | Mr. Perry was appointed to the Compensation Committee on January 10, 2019 and appointed as the chair of the Compensation Committee on December 3, 2019. (i) $1,111 in 2019T and approximately $694 in FY 2020 in the “fees earned or paid in cash” column represent the additional compensation that Mr. Perry was entitled to after his appointment to the Compensation Committee and (ii) approximately $1,646 in FY 2020 in the “fees earned or paid in cash” column represents the additional compensation that Mr. Perry was entitled to after his appointment as the chair of the Compensation Committee, which, in each case, was paid in cash rather than RSUs for administrative purposes. | ||||||||||||||
| (11) | Ms. Pritchard was appointed as the chair of the Nominating and Corporate Governance Committee on January 10, 2019 and as Lead Independent Director on February 14, 2019. | ||||||||||||||
| (12) | The following table shows the number of unexercised stock options and RSUs held by our non-employee directors as of March 31, 2020. | ||||||||||||||
| ||
| name | unexercised stock options | RSUs (*) | |||||
| Lauren Cooks Levitan | 34,500 | 14,403 | |||||
| Richelle Parham | — | 14,403 | |||||
| Kirk Perry | 13,800 | 18,518 | |||||
| Beth Pritchard | — | 14,403 | |||||
| Sabrina Simmons | 34,500 | 14,403 | |||||
| Maureen Watson | 34,500 | 18,353 | |||||
| Richard Wolford | 34,500 | 18,724 | |||||
| (*) | 100% of the RSUs will vest on the date of the 2020 annual meeting, subject to the director’s continued service through such date. | ||||||
The Companyfollowing table shows the number of unexercised stock options and RSUs held by our non-employee directors as of March 31, 2023.
| name | unexercised stock options | RSUs(1) | ||||||||||||
| Tiffany Daniele | — | 3,644 | ||||||||||||
| Lori Keith | — | 4,894 | ||||||||||||
| Lauren Cooks Levitan | — | 3,644 | ||||||||||||
| Kenny Mitchell | — | 4,946 | ||||||||||||
Richelle Parham(2) | — | — | ||||||||||||
Kirk Perry(3) | — | — | ||||||||||||
| Beth Pritchard | — | 3,644 | ||||||||||||
| Gayle Tait | — | 2,310 | ||||||||||||
| Maureen Watson | 17,875 | 4,894 | ||||||||||||
| Richard Wolford | 34,500 | 5,206 | ||||||||||||
| (1) | 100% of the RSUs will vest on the date of the 2023 annual meeting, subject to the director’s continued service through such date. | |||||||||||||
| (2) | Ms. Parham resigned from the Board effective May 31, 2022. | |||||||||||||
| (3) | Mr. Perry resigned from the Board effective November 4, 2022 and, as such, forfeited his FY 2023 equity award. | |||||||||||||
How You can Communicate with our Board
e.l.f. Beauty and our Board welcomeswelcome open communicationscommunication with stockholders and appreciatesappreciate input that advances our goal of enhancing stockholder value. We engage regularly with our stockholders and encourage anyone, including our stockholders, to contact our Board or individual directors about corporate governance or matters related to our Board or the Company.e.l.f. Beauty. Individuals may send written communications to our Board, committees of our Board or individual directors by mailing those communications to our Corporate Secretary at:
e.l.f. Beauty, Inc.
ATTN: Corporate Secretary
570 10th Street
Oakland, California 94607
Depending on the subject matter, our Corporate Secretary will:
•forward the communication to the director or directors to whom it is addressed;
•attempt to handle the inquiry directly, for example when the request is for information about the Companye.l.f. Beauty or is a stock-related matter; or
•not forward the communication if it is primarily commercial in nature or if it relates to an improper or irrelevant topic.
At each Board meeting, a member of management presents a summary of all communications received since the last meeting that were not forwarded to our Board or the director or directors to whom they were addressed. A member of management also makes those communications available to our Board upon request.
| 31 | | ||||||||
OUR COMPANY
The following is a list of our executive officers and their respective ages, positions and brief biographies as of the date of this proxy statement.
Proxy Statement.
| Tarang Amin | |||||
| Age: | Current Role •Mr. Amin has served as our Chief Executive Officer since January 2014 and as our President since March 2019. More Information •For more information about Mr. Amin, see under the heading “ | ||||
 | |||||
| ||
 Mandy Fields | |||||
| Age: | Current Role •Ms. Fields has served as our Senior Vice President and Chief Financial Officer since April 2019. Select Prior Experience •Chief Financial Officer of BevMo!, a retailer of alcoholic beverages, from June 2016 to March •Vice President of Finance and Analytics at Albertsons Companies, a grocery company, from Education •B.S. in Finance from Indiana University of Bloomington’s Kelley School of | ||||
| 32 | 2023 Proxy Statement | ||||||
| Intro | Board | Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes | ||||||||||||||||||||
 Josh Franks | |||||
| Age: | Current Role •Mr. Franks has served as our Senior Vice President, Operations since January 2020. Select Prior Experience •Senior Vice President, Operations and Supply Chain, at Lyrical Foods (d/b/a Kite-Hill), a plant-based, dairy-free packaged food manufacturer, from July 2018 to December •Vice President, Operations and Supply Chain, at Raybern Foods, a packaged food manufacturer, from April 2014 to March Education •B.S. in Business Administration, Operations Management, and Supply Chain Management from North Carolina State | ||||
 Jennie Laar Senior Vice President and Chief Commercial Officer | |||||
| Age: 54 | Current Role •Ms. Laar has served as our Senior Vice President and Chief Commercial Officer since May 2022. Select Prior Experience •Senior Vice President, Global Wholesale at Forma Brands, a beauty brand incubator, from December 2020 to April 2022 •Vice President, Global Wholesale at Forma Brands from April 2017 to December 2020 •Vice President, Sales & Merchandising at Bare Escentuals, a global beauty company, from February 2013 to April 2017 Education •B.A. in Modern European Studies from Nottingham Trent University | ||||
| 33 | | ||||||||
 Kory Marchisotto | |||||
| Age: | Current Role •Ms. Marchisotto has served as our Senior Vice President and Chief Marketing Officer since February 2019. Select Prior Experience •Senior Vice President, Marketing for bareMinerals, a brand of Shiseido Americas Corporation (TYO: 4911), a global beauty company, from 2016 to •Senior Vice President of Marketing, Beauty Prestige Group (from 2015 to 2016) and Vice President of Marketing, Beauty Prestige Group (from 2011 to 2015) at Shiseido Americas Education •Masters of Professional Studies, Cosmetics and Fragrance Marketing and Management from the Fashion Institute of •B.B.A. in Marketing from Pace University’s Lubin School of | ||||
 Scott Milsten | |||||
| Age: | Current Role •Mr. Milsten has served as our Senior Vice President, General Counsel, and Corporate Secretary since January 2014 and as our Chief People Officer since August 2016. Select Prior Experience •Senior Vice President, General Counsel, and Corporate Secretary at Schiff Nutrition (until its acquisition, NYSE: SHF) from July 2011 to January 2013, when it was •Senior Vice President, General Counsel, and Corporate Secretary of Celera Corporation, a health-care diagnostics company (until its acquisition, NASDAQ: CRA), from August 2009 to June 2011, when it was acquired. Education •B.A. in English from Duke •J.D. from University of Pennsylvania Law | ||||
| 34 | 2023 Proxy Statement | | |||||||
Our Team, Culture and Commitments
e.l.f. Beauty is led by its purpose—we stand with every eye, lip, face, paw and fin. We are committed to creating a culture internally—and in the world around us—where all individuals are encouraged to express their truest selves and are empowered to succeed, and where we strive to do the right thing for people, the planet and our furry and finned friends alike.
| Encourage Self Expression | Empower Others | Embody Our Ethics | ||||||
| We celebrate diversity and make the best of beauty accessible. | We provide equal opportunities for growth and success. | We do the right thing for all people, the planet and furry and finned friends. | ||||||
Encourage Self Expression: Promoting a Culture of Diversity, Equity and Inclusion
our commitment to diversity and equality is infinite. We believe in a world where everyone can own their beauty, without compromise. | We are deeply committed to diversity, equity and inclusion (“DEI”) as exemplified by the diversity of both our Board and our employee base. We are proud to be one of only four public companies in the U.S. (out of nearly 4,200 public companies) with a Board of Directors that is at least two-thirds women and at least one-third diverse. We’re also proud that our employee base, which is over | |||||||
70% women, over 40% diverse and over 65% millennial and Gen Z, is representative of the young, diverse communities we serve.* We are committed to ensuring that diversity—including but not limited to gender, race, sexual orientation, national origin, ability and age—is represented across our entire team. We promote DEI at all levels of our workforce, and our senior leadership team owns and is responsible for our DEI initiatives and programs. | ||||||||
*Employee demographic figures based on our full-time employees as of March 31, 2023. Diversity percentage excludes our employees outside of the United States.
| 2023 Proxy Statement | 35 | | ||||||
| Intro | Board | Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes | ||||||||||||||||||||
The following table provides certain relationshipsstatistics of our Board and related party transactionsour team as of March 31, 2023. For information about our Board diversity, age, tenure and skills, see under the heading “Our Board of Directors—About our Board.”
| board of directors | senior leadership(1) | all employees(2) | |||||||||||||||
| Gender | |||||||||||||||||
| Female | 67 | % | 57 | % | 74 | % | |||||||||||
| Male | 33 | % | 43 | % | 26 | % | |||||||||||
| Age | |||||||||||||||||
| Gen Z and Millennial | — | — | 68 | % | |||||||||||||
| All other | 100 | % | 100 | % | 32 | % | |||||||||||
| Race/Ethnicity | |||||||||||||||||
| Black or African American | 11 | % | 14 | % | 4 | % | |||||||||||
| Hispanic or Latinx | — | — | 15 | % | |||||||||||||
| Asian | 22 | % | 29 | % | 17 | % | |||||||||||
| Native American | — | — | — | ||||||||||||||
| Two or more races | — | — | 5 | % | |||||||||||||
| White | 67 | % | 57 | % | 59 | % | |||||||||||
| (1) | Senior Leadership includes our executive officers and the Vice President, General Manager of our China operations. | ||||||||||||||||
| (2) | Employee demographic figured based on our full-time employees as of March 31, 2023. Race/ethnicity percentages exclude our employees outside of the United States. | ||||||||||||||||
We believe that to drive change, there must be continuous education, learning and proceduressharing. We are committed to providing DEI programs and initiatives that go beyond what is legally required of our company. We regularly host education events for our employees to lean into cultural moments such as Black History Month; International Women’s Month; Asian American and Pacific Islander Heritage Month; Lesbian, Gay, Bisexual, Transgender and Queer Pride Month; and LatinX Heritage Month.
Empower Others: Supporting the Full Potential of our Employees
Employee Pay and Benefits
Our talented employees are at the core of our business strategy. We place a high priority on attracting, recruiting, developing and retaining diverse global talent. Our benefits and programs are designed to support the total well-being and promote the full potential of our employees.
Our continued investments in our people and culture have positioned us as an employer of choice both in the beauty industry and our local communities. In FY 2023, we were recognized on Newsweek’s list of "America's 100 Most Loved Workplaces for 2022” as well as Forbes’ list of “America’s Best Mid-Sized Companies.”
With regards to compensation, we take a “one-team” approach. All full-time employees receive a base salary, are bonus eligible under the same bonus plan tied to our financial performance and receive an equity award in e.l.f. Beauty stock. We are one of the few public beauty companies, if not the only, that grants equity on an annual basis to every employee—strongly aligning our team with the long-term interests of our stockholders. We believe this approach, which applies across all employee levels and geographies, is unique in the beauty industry and contributes to our success in hiring and retaining top talent and driving business results.
| 36 | 2023 Proxy Statement | ||||||
| Intro | Board | Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes | ||||||||||||||||||||
In the United States, where over 70% of our workforce is located, the benefits for our full-time employees include, among other things:
•financial benefits including competitive compensation as well as retirement savings plans and commuter benefits;
•healthcare benefits including flexible spending accounts, disability and life insurance—all of which begin on day 1 of employment;
•family support and flexibility benefits including up to 20 weeks of gender-neutral parental leave for the birth or adoption of a child as well as the placement of a foster child, as well as fertility and adoption support;
•wellness and time off programs including an employee assistance program, access to wellness coaches and flexible time off;
•community impact programs including employee donation matching programs and paid time off for volunteering;
•education and career development programs including tuition reimbursement, high performance teamwork coaching, as well as ongoing learning and training opportunities; and
•other benefits, such as “Pawternity Leave” for the adoption of a shelter animal.
Outside of the United States, we provide similarly competitive benefit packages to those offered to our United States employees and tailored to market-specific practices.
Employee Satisfaction
We closely monitor the status of our employees’ well-being, development and overall satisfaction. Engagement is a key factor we look to because it measures our team’s connection and commitment to both e.l.f. Beauty and our vision, mission and values. In April 2023, we conducted our third annual benchmarked engagement survey of all employees. All employees were offered an opportunity to participate, and 86% of our employees submitted a response. Our employee engagement results this year hit record highs—relative to prior surveys and to consumer industry benchmarks. Our overall engagement score this year was 91%—19 percentage points above the industry benchmark and two percentage points above our survey the previous year.
| 2023 Proxy Statement | 37 | | ||||||
| Intro | Board | Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes | ||||||||||||||||||||
The survey was conducted through a platform service delivered by Culture Amp, and the responses were analyzed against Culture Amp’s Consumer Goods & Services 2023 Benchmark, which includes survey results from a minimum of 20 companies and 20,000 employees at organizations that are direct-to-consumer and produce and sell various products and services.
The engagement survey results were as follows:
| e.l.f. Beauty | consumer goods and services 2023 benchmark | difference (percentage points) | |||||||||||||||
| Employee Engagement | 91 | % | 72 | % | +19% | ||||||||||||
| Questions that determine employee engagement | |||||||||||||||||
| I would recommend my company as a great place to work | 97 | % | 83 | % | +14% | ||||||||||||
| My company motivates me to go beyond what I would in a similar role elsewhere | 92 | % | 70 | % | +22% | ||||||||||||
| I am proud to work for my company | 98 | % | 86 | % | +12% | ||||||||||||
| I rarely think about looking for a job at another company | 81 | % | 56 | % | +25% | ||||||||||||
| I see myself working at my company in two years’ time | 88 | % | 65 | % | +23% | ||||||||||||
Embody our Ethics: Doing the Right Thing for All People, the Planet and our Furry and Finned Friends
All People
We proudly support human rights and individual expression and freedom. As such, we treat all employees with respect, regardless of age, gender, ethnicity, religion, abilities or sexual orientation. We also expect our suppliers and partners to observe these principles when providing products and services to us.
We are proud to be the first company in the beauty industry to have a third-party manufacturing facility Fair Trade Certified™. A Fair Trade Certified™ seal on a product signifies that it was made according to rigorous fair trade standards that promote sustainable livelihoods and safe working conditions for facility employees, protection of the environment and transparent supply chains. Our first third-party manufacturing facility in China was Fair Trade Certified™ in August 2022, and we have since achieved certification for three other facilities. We are currently seeking certification for additional facilities. To achieve certification, facilities are required to pass thorough audits and demonstrate adherence to over 100 compliance criteria that cover social responsibility, environmental responsibility, empowerment and economic development. Facilities must pass a re-certification annually, which includes plans for continuous improvement. Each time a consumer buys one of our Fair Trade Certified™ products, e.l.f. Beauty makes a contribution to the facility workers who made the product for use in improving their communities.
| 38 | 2023 Proxy Statement | ||||||
| Intro | Board | Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes | ||||||||||||||||||||
The Planet
We are committed to minimizing our environmental impact while providing our consumers with premium-quality beauty products. Product packaging represents a meaningful portion of our environmental footprint, driving our continued focus to further reduce this impact. Our packaging sustainability strategy is grounded in three principles:
•Packaging footprint reduction. We are proud to have eliminated over one million pounds of packaging waste since the inception of “Project Unicorn.” Project Unicorn was launched in 2019 to elevate e.l.f. Cosmetics’ product assortment, presentation, and navigation on-shelf, and resulted in a significant streamlining in our product packaging footprint. The elimination of packaging waste was achieved by removing secondary cartons, vacuum formed trays and paper insert cards, slimming down secondary packaging and designing a patented approach to display product on shelf.
•Sustainably sourced packaging. Our initial focus is the use of Forest Stewardship Council ("FSC")-certified paper for our products that use paper cartons. FSC certification is a globally recognized standard that ensures that products come from responsibly managed forests that provide environmental, social and economic benefits. We have set a goal for our paper cartons to be 100% FSC-certified across all of our brands by the end of the year ending March 31, 2025, as compared to 23% of our paper cartons being FSC-certified in FY 2023.
•Recyclable and reusable packaging. We have projects underway to increase the percentage of our packaging that is recyclable, refillable, reusable or made from recycled materials.
We are committed to monitoring our overall environmental impact, including measuring greenhouse gas emissions. In FY 2023, we made progress in reducing our environmental impact by establishing and achieving our science-based targets for Scope 1 and 2 emissions through the Science Based Targets Initiative. As part of our efforts to continue to increase transparency and disclosure for our environmental footprint, we plan to submit our first annual CDP Climate Change questionnaire in 2023.
Our Furry and Finned Friends
We are proud to be a 100% cruelty-free company. We do not conduct or tolerate any tests on animals, nor do we use any ingredients that are tested on animals in any of our products. We are double certified as "cruelty-free" across our brands.
Each of our brands is certified by People for the Ethical Treatment of Animals ("PETA") as “Global Animal Test-Free,” a credential given to companies and brands who have verified that their own facilities and their suppliers do not conduct, commission, pay for or allow any tests on animals for their ingredients or finished products.
Each of our brands has also been certified by the Leaping Bunny Program. Companies with this credential certify that no animal testing was conducted on materials or formulations at any stages of product development, in addition to recommitting to the program annually and being open to third-party audits.
| 2023 Proxy Statement | 39 | | ||||||
| Intro | Board | Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes | ||||||||||||||||||||
Certain Relationships and Related Party Transactions
Policy and Procedures
The Audit Committee has adopted a written policy regarding transactions between the Companye.l.f. Beauty and our executive officers, directors, nominees for election as a director, beneficial owners of more than 5% of our common stock, and any affiliates or members of the immediate family of any of the foregoing. We refer to these individuals and entities as “related parties” and these relationships generally as “related party transactions”.transactions.”
Any request for us to enter into a related party transaction in which the amount involved exceeds $120,000 and a related party would have a direct or indirect interest must first be presented to the Audit Committee for review, consideration and approval. The Audit Committee reviews all the relevant facts and circumstances of each related party transaction, including if the transaction is on terms comparable to those that could be obtained in arm’s length dealings with an unrelated third party and the extent of the related party’s interest in the transaction, and considers any conflicts of interest and corporate opportunity provisions of the Company’sour Code of Business Conduct and Ethics.
The following is a description of related party transactions entered into during 2019T and FY 20202023 in which the amount involved exceeds $120,000 and a related party would have a direct or indirect interest:
•we paid compensation to |
Our Corporate Governance Guidelines are intended to provide a set of flexible guidelines for the effective functioning of our Board, including director qualifications and responsibilities, management succession and Board committees. Our Corporate Governance Guidelines are reviewed regularly and revised as necessary or appropriate in response to changing
| ||
regulatory requirements, evolving best practices and other considerations. A copy of our Corporate Governance Guidelines is available on our investor relations website at investor.elfcosmetics.com/investor.elfbeauty.com/corporate-governance/governance-guidelines.
In addition to our Corporate Governance Guidelines, we have adopted a Code of Business Conduct and Ethics for our directors, officers, and employees, including our principal executive officer, and principal financial officer and principal accounting officer. TheOur Code of Business Conduct and Ethics is designed to help directors and employees resolve ethical and compliance issues encountered in the business environment. We will make any legally required disclosures regarding amendments to, or waivers of, our Code of Business Conduct and Ethics on our investor relations website. A copy of our Code of Business Conduct and Ethics is available on our investor relations website at investor.elfcosmetics.com/investor.elfbeauty.com/corporate-governance/code-of-business-conduct-ethics.
code-of-business-conduct-ethics.
| 40 | 2023 Proxy Statement | | |||||||
EXECUTIVE COMPENSATION
þ FOR | Our Board unanimously recommends a vote “FOR” the approval, on an advisory basis, of the compensation Our Board believes our executive compensation program aligns the interests of our executive officers with the long-term interests of our stockholders and, consistent with our pay-for-performance culture, rewards our executive officers when | ||||||||||
“RESOLVED, that the compensation paid to the Company’se.l.f. Beauty, Inc.’s named executive officers for 2019T and FY 2020,2023, as disclosed pursuant to Item 402 of Regulation S-K, including the compensation discussion and analysis, compensation tables, and narrative discussion, is hereby APPROVED.”
This vote is not intended to address any specific item of compensation, but rather the overall compensation ofpaid to our named executive officers and the philosophy, policies and practices described in this proxy statement.Proxy Statement.
Stockholders should review the information under the heading “executive compensation—compensation discussionExecutive Compensation—Compensation Discussion and analysisAnalysis” and the tables and narrative discussion under the heading “executive compensation—executive compensation tablesExecutive Compensation—Executive Compensation Tables.”. Our Board and the Compensation Committee believe that the policies and procedures discussed in the following sections are effective in achieving our goals and have contributed to the Company’sour recent and long-term success.
Because the vote is advisory, it is not binding on our Board or the Company.e.l.f. Beauty. Nevertheless, the views expressed by our stockholders, whether through this vote or otherwise, are important to management and our Board and, accordingly, our Board and the Compensation Committee intend to consider the results of this vote in making determinations in the future regarding executive compensation arrangements.
| ||
The compensation of our named executive officers for 2019T and FY 20202023 will be approved, on an advisory basis, by a majority of votes cast (meaning the number of shares voted “For” must exceed the number of shares voted “Against” in order for this proposal to be approved). Abstentions and broker non-votes are not considered votes cast for this proposal and will have no effect on the vote for this proposal.
| ||||||||
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The compensation discussion and analysis (the “CD&A”) provides information with respect to compensation forpaid to our named executive officers for:for FY 2023.
The compensation provided to our named executive officers in 2019T and FY 20202023 is discussed in detail in the CD&A and in the tables under the heading “executive compensation—executive compensation tablesExecutive Compensation—Executive Compensation Tables.”.
The CD&A is organized into the following sections:
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Named Executive Officers, starting on page 42; | |||||||||
Executive Summary, starting on page 43; | |||||||||
Compensation Philosophy, Objectives, and Design, starting on page 46; | |||||||||
| • | Compensation Setting Process, starting on page 47; | ||||||||
| • | Compensation Program Components, starting on page 49; and | ||||||||
| • | Other Compensation Information, starting on page 56. | ||||||||
Our named executive officers for FY 2023 were as follows:
| name | position | |||||||||||||||||
| Tarang Amin | |||||||||||||||||
| ||||||||||||||||||
| Josh Franks | Senior Vice President, Operations | ||||||||||||||||
| Kory Marchisotto | Senior Vice President and Chief Marketing Officer | ||||||||||||||||
| Scott Milsten | Senior Vice President, General Counsel, Chief People Officer, and Corporate Secretary | ||||||||||||||||
For biographical information regarding our named executive officers, see under the heading “Our Company—Our Executive Officers.”
| ||||||||||
| 2023 Proxy Statement | ||||||||||
| ||
Executive Summary
$579million | $62million | $92million | $117million | |||||||||||||||||
| Net Sales | Net Income | Adjusted Net Income(1) | Adjusted EBITDA(2) | |||||||||||||||||
+48% | $1.11 | +103% | +56% | |||||||||||||||||
| Growth | Earnings Per Share | Growth | Growth | |||||||||||||||||
9.5% | +270 | #1 | ||||||||||||||||||
market share(3) | basis points(3) | favorite teen brand(4) | ||||||||||||||||||
| (1) | ||||||||
| (2) | ||||||||
| (3) | According to Nielsen xAOC 12 weeks ending March 25, 2023. | |||||||
| (4) | According to the Piper Sandler Semi-Annual Taking Stock With Teens® Survey, Spring 2023. | |||||||
Strong Financial Results
Our results for the fiscal year ended March 31, 2023 (“FY 2023”) underscore the power of the e.l.f. brand and the world class team at e.l.f. Beauty. In FY 2023, we grew net sales by 48%, delivered $62 million in net income and grew Adjusted EBITDA by 56%. We completeddelivered over $500 million in net sales for the acquisition of W3LL PEOPLEfirst time in FY 2020, which was strategically important as clean is one2023, with Q4 marking our seventeenth consecutive quarter of net sales growth.
e.l.f. Cosmetics continues to significantly outperform category trends. We grew our market share by 270 basis points in Q4, increasing our rank from the number five U.S. Mass Cosmetics brand a year ago to the number three brand for the first time, according to Nielsen. We continue to be the fastest growing segments within beauty. We also incubatedtop five U.S. Mass Cosmetics brand by a new brand expectedwide margin.
Continued Progress Against our Five Strategic Imperatives
In FY 2023, we continued to launch in FY 2021. Both are key milestones as we evolve from a single brand to multi-brand beauty company.
Furthering our Environmental, Social and Governance Commitment and Initiatives
Consistent with our values and commitments, we took a glance—highlightsnumber of steps in FY 2023 to further our ESG journey. We enhanced our ESG policies and disclosure, improved the diversity of our Board with the addition of Ms. Tait, advanced our responsible sourcing initiatives, reduced our carbon footprint, achieved recognition for our human capital investments and donated 3% of prior year profits to drive positive impact in our communities. See under the heading “Introduction—Highlights from 2019TFY 2023—Furthering our Environmental, Social and FY 2020—continued progress against strategic imperatives”.
| 2023 Proxy Statement | 43 | | ||||||
| Intro | Board | Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes | ||||||||||||||||||||
FY 2023 Executive Compensation Highlights
No increase in base salaries | compensation is variable, | Equity awards split 50% performance-based and 50% time-based | Performance-based equity awards tied to long-term financial metrics with 3-year cliff vesting | |||||||||||||||||||||||||
Our executive compensation program is designed to directly tie the compensation paid to our executive officers’ compensation with theofficers to our performance of the Company and align the interests of our executive officers with the interests of our stockholders. Accordingly, in FY 2023, we continued to limit the cash component of, and emphasize the equity component of, our named executive officers’ total compensation. In FY 2023, all named executive officers received 50% of their equity awards of the target equity compensation level (based on target achievement of performance goals) in the form of performance-based restricted stock units (“PSUs”) tied to (i) our net sales and Adjusted EBITDA performance measured over a three-year performance period (April 1, 2022–March 31, 2025) and (ii) market share performance for our e.l.f. Cosmetics brand over the same three-year performance period. To maximize retention, the PSUs granted in FY 2023 (the “FY 2023 PSUs”) have a single, cliff vest following the end of the three-year performance period based on our financial and market-share performance during the three-year performance period.
Highlights of our compensation-related decisions in 2019T and FY 2020 include:2023 include the following:
| 44 | 2023 Proxy Statement | ||||||
| Intro | Board | Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes | ||||||||||||||||||||
•FY 2023 PSUs tied to three-year financial performance with cliff vesting. The FY 2023 PSUs are tied to achievement of net sales and Adjusted EBITDA compound annual growth rate targets measured over a three-year performance period, with a potential uplift in the event of achievement of a market share gain performance metric for our e.l.f. Cosmetics brand over the same three-year performance period. The FY 2023 PSUs will vest in a single installment, subject to continued service and solely to the extent earned, upon the Compensation Committee’s certification of our achievement of the targets following the three-year performance period. We believe this three-year cliff vesting helps to retain our named executive officers through the completion of the performance period and incentivizes long-term performance.
The compensation forpaid to our named executive officers for 2019T and FY 20202023 is discussed in more detail in the sections of the CD&A that follow.
The Compensation Committee’s Continued Engagement with Stockholders
| At the 2022 annual meeting of stockholders, approximately 97% of the votes cast (excluding abstentions and broker non votes) by our stockholders approved, on an advisory basis, the compensation paid to our named executive officers for our fiscal year | 97% of votes cast by stockholders approved FY 2022 Say-on-Pay | |||||||
| ended March 31, 2022 (“FY 2022”). We attribute this high approval percentage to, among other things, the continued progression of our compensation practices, our enhanced proxy statement disclosure and the Compensation Committee’s continued engagement with our stockholders regarding our executive compensation programs. | ||||||||
Following a well-received outreach program conducted by the Compensation Committee in FY 2022, we reached out again in FY 2023 to obtain our stockholders’ insights on our executive compensation program. During this outreach, we spoke to 38 of our stockholders comprising over 60% of our actively managed shares outstanding.
The principal feedback we received from our stockholders during these meetings indicated broad support from our stockholders regarding our executive compensation program (as well as our unique company-wide compensation program that provides equity to every employee and includes all employees on the same annual cash incentive compensation program).
Below is a summary of the principal suggestion regarding our executive compensation program we received from our stockholders during these meetings and the change made by the Compensation Committee for our FY 2023 executive compensation program in response to this suggestion. We believe this change is beneficial to the creation of sustained long-term stockholder value.
| What We Heard | è | What We Did | ||||||
| Include a market share/comparative metric as a performance metric in the PSUs for executives. | We re-introduced market share gain as a performance metric for the FY 2023 PSUs. | |||||||
| ||||||||
Compensation Philosophy, Objectives and Design
| Attract and Retain Talent | Align with Stockholders | |||||||||||||
| Attract, motivate, and retain highly talented and experienced executive officers who drive our success. | Align our executive officers’ incentives with the long-term interests of our stockholders. | Reward our executive officers for their performance and motivate them to achieve | ||||||||||||
We design our executive compensation program based on a pay-for-performance philosophy. We believe our executive officers should be rewarded when we achieve our short-term and long-term strategic and financial goals, since these accomplishments are designed to align with stockholder interests.
We achieve our compensation objectives through an executive compensation program that:
•provides a competitive total pay opportunity that enables us to compete effectively for executive talent with large legacy consumer products, retail and beauty companies, as well as with high growth technology and digital companies in the San Francisco Bay Area;
•emphasizes pay-for-performance by delivering a majority of our executive officers’ paycompensation only upon the achievement of our short-term and long-term strategic and financial goals, which are designed to deliver responsible and sustainable stockholder value growth; and
•provides strong alignment with our stockholders, with a significant majority of the target compensation opportunity for our executive officers delivered in the form of equity awards.
The Compensation Committee is also committed to effective compensation governance. Below is a summary of our key compensation governance practices, which are designed to drive performance, mitigate undue risk and align the interests of our executive officers and other employees with the interests of our stockholders:
| What We Do | |||||
| ü | We believe in pay-for-performance. The majority of our executive officers’ pay is variable and at-risk. | ||||
| ü | We heavily weight total compensation toward equity compensation and in FY 2023 issued 50% of our equity compensation (based on target achievement of performance goals) in the form of performance-based equity to align our executive officers’ and our stockholders’ interests. | ||||
| ü | Our annual cash incentives are based solely on financial performance. | ||||
| ü | We hold annual “say-on-pay” advisory votes. | ||||
| ü | We maintain mandatory stock ownership requirements for our executive officers. | ||||
| ü | We maintain a compensation recovery (clawback) policy in the event of misconduct that results in a financial restatement or material misstatement of financial calculations or information that would have significantly reduced incentive compensation. | ||||
| ü | We engage an independent compensation consultant to advise the Compensation Committee. | ||||
| ||||||||
| What We Don’t Do | |||||||||||||
| û | |||||||||||||
| We don’t | |||||||||||||
| û | We don’t modify our performance targets during the performance period. | ||||||||||||
| û | We don’t allow for uncapped award opportunities. | ||||||||||||
| û | We don’t have pension plans or executive-only benefit or retirement plans. | ||||||||||||
| û | We don’t provide excise tax gross ups. | ||||||||||||
| û | We don’t provide excessive perquisites to our executive officers. | ||||||||||||
| û | We don’t permit hedging or pledging of our stock. | ||||||||||||
The Compensation Committee has primary responsibility for reviewing and approving our overall compensation program, including reviewing and approving the form and amount of compensation to be paid or awarded to our executive officers, approving employment agreements with our executive officers and performing a risk assessment of our compensation program in order to strike the appropriate balance of risk and reward without encouraging excessive or inappropriate risks that would have ana material adverse impact on stockholders.e.l.f. Beauty. The Compensation Committee, management and our independent compensation consultants work closely in managing our executive compensation program. A summary of each of their roles and responsibilities (and other relevant information) is summarized below:
| • | Reviews and approves individual executive compensation decisions, including compensation for each of our executive officers (including our Chief Executive Officer), and new hire packages and employment agreements for new executive officers. | ||||||
| • | Evaluates and manages our executive compensation philosophy and programs, overseeing decisions regarding specific equity-based compensation plans, programs and grants. | ||||||
| • | Reviews, at least annually, the selection of companies in our peer group to | ||||||
| ||||||
| Conducts annual reviews and approves (or, if applicable, makes recommendations to our board of directors regarding the adoption and approval of) our cash-based and equity-based incentive compensation plans and arrangements for our executive officers and non-employee directors. | ||||||
| • | Considers stockholder feedback and all other factors to help align our executive compensation program with the interests of e.l.f. Beauty and our stockholders and long-term value creation. | |||||
| • | Evaluates the independence of its outside advisers, including the compensation consultant and outside legal counsel, considering the six independence factors established by the SEC. | |||||
| 2023 Proxy Statement | | |||||||
| Intro | Board | Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes | ||||||||||||||||||||
Compensation Consultants(1) | |||||||
| • | |||||||
| The Compensation Committee has engaged | |||||||
| • | |||||||
| Based on an assessment of the six independence factors established by the SEC, the Compensation Committee determined that the engagement of | |||||||||
| Management | |||||||||||
| Chief Executive Officer | Chief People Officer | ||||||||||
| • | Reviews and makes recommendations regarding the salary, short-term incentive compensation targets and other compensation for our executive officers (other than himself). | • | Assists the Compensation Committee | ||||||||
To assess the competitiveness of our executive compensation program, the Compensation Committee considers the compensation practices of peer companies reasonably similar to the Companye.l.f. Beauty on the basis of, among other things, industry, consumer focus, revenue, market cap and geography. In consultation with Aon, the Compensation Committee, in addition to considering the factors listed in the previous sentence, selected companies that generally fell within the range of 0.5x to 2.5x of our then-current trailing twelve-month revenue and within the range of 0.3x to 3x of our then current 30-day average market capitalization.
While the peer group data is used to assess the competitiveness of our compensation program, it is only one of a number of factors used to make final pay decisions. The Compensation Committee periodicallyannually reviews and approves changes to the peer group based on the recommendation of its independent compensation consultant. As part of the Compensation Committee’s periodic review of our compensation peer group, the Compensation Committee, with assistance from Radford,Aon, approved the following peer group in December 2018. The Compensation Committee used this peer group infor setting executive compensation for 2019T and FY 2020.
2023:
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CarParts.com(1) | ||||||||||||||
| Chuy’s | ||||||||||||||
| Clarus | The Lovesac Company(1) | |||||||||||||
| Duluth | ||||||||||||||
| Lifetime Brands | The Simply Good Foods Company | |||||||||||||
| (1) | Added to the peer group for FY 2023. | |||||||||||||
| * | Stamps.com was removed from the peer group as the company was acquired. Benefitfocus was removed from the peer group as the company fell outside one or more of the selection considerations and as a healthcare software company was less comparable from a business perspective. | |||||||||||||
| 48 | 2023 Proxy Statement | ||||||
| Intro | Board | Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes | ||||||||||||||||||||
As compared to our FY 2023 peer group, when the peer group was adopted in January 2022 (using data from December 31, 2021), we were at the 13th percentile for trailing twelve-month revenue and at the 66th percentile for 30-day average market capitalization.
Compensation Program Components
| Base Salary | Annual Cash Incentive | Long-Term Incentive | ||||||||||||
| Equity | ||||||||||||||
| Variable/At-risk | ||||||||||||||
| Provides a | ||||||||||||||
| Rewards achievement of | ||||||||||||||
| Rewards creation of long-term stockholder value. | ||||||||||||||
The targeted mix of our three primary compensation elements (base salary, annual cash incentive opportunity and the targeted value of long-term incentives)(1) for FY 20202023 for our Chief Executive Officer and the average for our other named executive officers (other than Ms. Fields and Mr. Franks) (2)are as follows:
| (1) | |||||||||
| Comprised of base salary (at the annual rate in effect) for FY | |||||||||
Each compensation element for our named executive officers is discussed further below and set forth in more detail in the “Summary Compensation Table” and under the heading Executive Compensation—Executive Compensation Tables—Grants of Plan-Based Awards.”
Base Salaries
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| 2023 Proxy Statement | 49 | | ||||||
| Intro | Board | Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes | ||||||||||||||||||||
FY 2023 Base Salaries
The base salaries for Mr. Amin Mr. Baruch, and Mr. Milsten have not been increased in over sixnine years and remain the same as the base salaries set forth in their respective new hire offers in 2014. This
Similarly, the base salaries for Ms. Fields and Ms. Marchisotto remain the same as the base salaries set forth in their respective new hire offers in 2019, and the base salary for Mr. Franks remains the same as in his new hire offer in 2020.
The decision to keep base salaries at the same level as provided at the time of hire was made based on our philosophy of delivering the majority of compensation opportunity through long-term equity compensation. The base salaries of Ms. Fields and Mr. Franks were set in connection with their commencement of employment during FY 2020, were based on arms’ length negotiations, and were consistent with the base salariesequity-based compensation designed to deliver value to our executive officers only when our performance creates value for the Company’s other executive officers.our stockholders.
The annual base salaries for FY 20202023 for our named executive officers were as follows:
| FY 2023 Annual Base Salaries | |||||||||||
| name | base salary | ||||||||||
| Tarang Amin | $475,000 | ||||||||||
| Mandy Fields | $350,000 | ||||||||||
| Josh Franks | $325,000 | ||||||||||
| Kory Marchisotto | $325,000 | ||||||||||
| Scott Milsten | $325,000 | ||||||||||
| FY 2020 annual base salaries | |||||
| name | base salary (1) | ||||
| Tarang Amin | $ | 475,000 | |||
| Rich Baruch | $ | 325,000 | |||
| Mandy Fields | $ | 350,000 | |||
| Josh Franks | $ | 325,000 | |||
| Scott Milsten | $ | 325,000 | |||
| (1) | The base salaries for our named executive officers (other than Ms. Fields and Mr. Franks) for 2019T were, on an annualized basis, the same as their respective base salaries for FY 2020. | ||||
We believe that annual cash incentive compensation:
•aligns the interests of our executive officers, the Company,e.l.f. Beauty and our stockholders;
•enables us to focus on achieving and exceeding financial goals that drive stockholder value creation;
•recognizes and rewards individuals for contributing to our success;
•attracts and retains the top talent in the industry; and
| ||
•holds our executive officers accountable.
The annual cash incentive payout for each executive officer is determined based on a formula consisting of the executive officer’s base salary, target annual cash incentive opportunity (which is set atas a percentage of base salary by the Compensation Committee early in the applicable fiscal year), and a funding percentage of the annual cash incentive compensation pool based on theour performance by the Company with respect to predetermined financial measures chosen by the Compensation Committee.Committee—a visual depiction of the annual cash incentive payout formula is shown below. Individual performance has not been considered when determining annual cash incentive payouts for executive officers (or any other
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employee) as the Company subscribeswe adhere to a “one team” philosophy where all employees participate equally (subject to variations in target annual cash incentive opportunity) in the Company’sour successes and shortcomings.
Base salary | x | Target percentage | x | Funding percentage | = | |||||||||||||||||||||
The funding percentage of the annual cash incentive compensation pool is determined based on theour performance by the Company of the predetermined financial measures chosen by the Compensation Committee.
There is a threshold funding percentage of 80% (if the threshold performance goal is achieved) and a maximum funding percentage of 200% (if the maximum performance goal is achieved or exceeded), with funding percentages corresponding on a linear basis to performance between threshold and target levels and performance between target and maximum levels. If the threshold performance is not achieved, the funding percentage is set at 0% and no annual cash incentive compensation is paid.
| ç | performance of predetermined financial measures | è | ||||||||||||||||||
ß below threshold | threshold goal achieved | ßà in between goals | target goal achieved | ßà in between goals | maximum goal achieved | à above maximum | ||||||||||||||
| â | corresponds to a funding percentage of: | â | ||||||||||||||||||
0% no funding | 80% | 81% to 99% on a linear basis | 100% | 101% to 199% on a linear basis | 200% | 200% maximum cap | ||||||||||||||
| ç | funding percentage of the annual cash incentive compensation pool | è | ||||||||||||||||||
| ç | performance by the company of predetermined financial measures | è | ||||
ß below threshold | threshold goal achieved | ßà in between goals | target goal achieved | ßà in between goals | maximum goal achieved | à above maximum |
| â | corresponds to a funding percentage of: | â | ||||
0% no funding | 80% | 81% to 99% on a linear basis | 100% | 101% to 199% on a linear basis | 200% | 200% maximum cap |
| ç | funding percentage of the annual cash incentive compensation pool | è | ||||
The target annual cash incentive opportunitiesopportunity for Mr. Amin Mr. Baruch, and Mr. Milsten havehas not been increased in over sixnine years and remainremains the same as the target annual cash incentive targets set forthopportunity in their respectivehis new hire offersoffer in 2014. Similar to the decision to keep base salaries consistent, no changes were made to the annual cash incentive targets for FY 2020 based on our philosophy of delivering the majority of compensation opportunity through long-term equity compensation. The target annual cash incentive opportunitiesopportunity for Ms. Fields and Mr. Franks were set in connection with their commencement of employment during FY 2020, were based on arms’ length negotiations, and were consistent withalso remains the same as the target annual cash incentive targetsopportunity in her new hire offer in 2019.
In FY 2023, the Compensation Committee increased the target annual cash incentive as a percentage of base salary under our annual cash incentive program from 40% to 50% for each of our senior vice presidents (other than Ms. Fields who already had a 50% target). The Compensation Committee made this change following its review of target annual cash incentive opportunities provided to executives at our peer group of companies and to help maintain relative internal parity among our executive officers by bringing the Company’s other executive officers.
target annual cash incentive opportunities of all senior vice presidents to 50% of their base salaries.
| ||||||||
The target annual cash incentive opportunities for FY 20202023 for our named executive officers were as follows:
| FY 2023 Target Annual Cash Incentive Opportunities | |||||||||||||||||
name | target (% of salary) | target value | |||||||||||||||
| Tarang Amin | 100 | % | $475,000 | ||||||||||||||
| Mandy Fields | 50 | % | $175,000 | ||||||||||||||
| Josh Franks | 50 | % | $162,500 | ||||||||||||||
| Kory Marchisotto | 50 | % | $162,500 | ||||||||||||||
| Scott Milsten | 50 | % | $162,500 | ||||||||||||||
| FY 2020 target annual cash incentive opportunities | ||||||||
name | target (% of salary) | target value (1) | ||||||
| Tarang Amin | 100 | % | $ | 475,000 | ||||
| Rich Baruch | 40 | % | $ | 130,000 | ||||
| Mandy Fields | 50 | % | $ | 175,000 | ||||
| Josh Franks | 40 | % | $ | 32,055 | ||||
| Scott Milsten | 40 | % | $ | 130,000 | ||||
| (1) | Mr. Franks’ target value was pro-rated for the actual number of days Mr. Franks was employed in FY 2020. Ms. Fields’ target value was not pro-rated as she commenced employment with the Company in April 2020, the first month of FY 2020. | |||||||
| ||
| 2019T cash incentive payouts | ||||||||||||
name | target value (1) | actual payout (% of target) | actual payout | |||||||||
| Tarang Amin | $ | 117,124 | 100 | % | $ | 117,124 | ||||||
| Rich Baruch | $ | 32,055 | 100 | % | $ | 32,055 | ||||||
| Scott Milsten | $ | 32,055 | 100 | % | $ | 32,055 | ||||||
| (1) | Represents 100% of annual cash incentive compensation target, pro-rated for the length of 2019T (which was 90 days). | |||||||||||
For FY 2023, the Compensation Committee again chose Adjusted EBITDA goals for FY 2020, which were tied to the Company’s Board-approved budget for FY 2020. The Compensation Committee chose Adjusted EBITDAas our annual cash incentive compensation program performance metric because it is a key measure the Company useswe use to understand and evaluate itsour operational performance and because the Compensation Committee believes Adjusted EBITDA is an important driver of the price of the Company’sour common stock, which aligns compensation for our executive compensationofficers with maximization ofmaximizing stockholder value. Adjusted EBITDA is a non-GAAP financial measure, and we provide a reconciliation of net income to Adjusted EBITDA in Annex A and a short definition of Adjusted EBITDA in Note Regarding Non-GAAP Financial Measures.
The FY 2020Compensation Committee set the Adjusted EBITDA goals for annual cash incentive compensation poolin connection with the Board-approved full year FY 2023 budget, which was self-funded, meaning thatadopted at the Company’sbeginning of the fiscal year. Specifically, the Compensation Committee set the Adjusted EBITDA performancebonus goals in FY 2020 needed to be sufficient to generate profit to payMay 2022 and, once set, the goals were not altered or changed in any way. The Compensation Committee has never altered or changed Adjusted EBITDA goals for annual cash incentive payoutscompensation.
Based on our expected business momentum in FY 2023, the Adjusted EBITDA target and maximum goals for our annual cash incentive program (as presented in the chart below) were all higher than our actual Adjusted EBITDA result of $74.7 million in FY 2022 (after funding of the FY 2022 annual cash incentive compensation pool). Given the requirement to deliver absolute year-over-year growth to achieve a 100% payout, combined with the prospect of continued disruptions from COVID-19 in consumer behavior and global supply chain challenges, the Compensation Committee believed that the Adjusted EBITDA goals were challenging and rigorous and were aligned with our objectives for FY 2020 and to generate profit for the Company and its stockholders.2023.
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The Adjusted EBITDA goals and the corresponding funding percentages for the FY 20202023 annual cash incentive compensation pool were as follows:
| Adjusted EBITDA | |||||||||||||||
adj. EBITDA(1) | funding percentage(2) | ||||||||||||||
| threshold | $ | ||||||||||||||
| target | $ | ||||||||||||||
| maximum | $ | ||||||||||||||
| (1) | After funding of the annual cash incentive compensation pool. See Annex A for a reconciliation of net income to Adjusted EBITDA. | ||||||||||||||
| (2) | The funding percentages correspond, on a linear basis, to performance between threshold and target levels and performance between target and maximum levels. | ||||||||||||||
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The annual cash incentive payouts for FY 20202023 for our named executive officers were as follows. All dollar amounts are rounded to the nearest whole dollar amount.follows:
| FY 2023 Annual Cash Incentive Payouts | |||||||||||||||||||||||
name | target value | actual payout (% of target) | actual payout | ||||||||||||||||||||
| Tarang Amin | $475,000 | 200 | % | $950,000 | |||||||||||||||||||
| Mandy Fields | $175,000 | 200 | % | $350,000 | |||||||||||||||||||
| Josh Franks | $162,500 | 200 | % | $325,000 | |||||||||||||||||||
| Kory Marchisotto | $162,500 | 200 | % | $325,000 | |||||||||||||||||||
| Scott Milsten | $162,500 | 200 | % | $325,000 | |||||||||||||||||||
| FY 2020 annual cash incentive payouts—2019T additional pool | ||||||||||||
name | target value (1) | actual payout (% of target) (1) | actual payout | |||||||||
| Tarang Amin | $ | 117,124 | 100 | % | $ | 117,124 | ||||||
| Rich Baruch | $ | 32,055 | 100 | % | $ | 32,055 | ||||||
| Scott Milsten | $ | 32,055 | 100 | % | $ | 32,055 | ||||||
| (1) | Represents the portion for which eligibility was tied to employment in 2019T as discussed above. Percentage is equivalent to 25% of the annual cash incentive target on a pro-rated basis (based on the length of 2019T (90 days)). | |||||||||||
| FY 2020 annual cash incentive payouts—FY 2020 pool | ||||||||||||
name | target value | actual payout (% of target) | actual payout | |||||||||
| Tarang Amin | $ | 475,000 | 200 | % | $ | 950,000 | ||||||
| Rich Baruch | $ | 130,000 | 200 | % | $ | 260,000 | ||||||
| Mandy Fields | $ | 175,000 | 200 | % | $ | 350,000 | ||||||
| Josh Franks | $ | 32,055 | 200 | % | $ | 64,110 | ||||||
| Scott Milsten | $ | 130,000 | 200 | % | $ | 260,000 | ||||||
The sum of the annual cash incentive payouts for FY 2020 (including both the 2019T additional pool and the FY 2020 pool payouts)2023 are reported under the heading “non-equity incentive plan comp.” in the summary compensation tableSummary Compensation Table.
A core principalprinciple of our executive compensation program is thatto deliver a significant percentage of total compensation awarded to our executive officers be in the form of long-term incentive compensation. ThisThe value realized from this compensation is dependent on theour financial success of the Company and the sustained performance of our common stock over the long-term.long term. This means that our executive officers are rewarded when they produce value for our stockholders. We have designed our long-term incentive compensation to motivate our executive officers to work toward objectives that we believe provide a meaningful return to our stockholders while also serving as an effective recruitment and retention tool.
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In determining the size of equity awards granted to any executive officer, the Compensation Committee considers a number of reference points, including:
•our performance, of the Company, the executive officer’s contributions to that performance, as well as expectations for that executive officer’s future contributions to the Company’sour performance;
•the competitive market compensation levels for the executive officer’s position;
•the relative mix of cash and equity, and in particular the fact that cash compensation paid to our executive officers is generally low compared to the competitive market; and
•internal parity among our executive officers.
FY 2023 Equity Awards
•50% of the equity awards of the target equity compensation level (based on target achievement of performance goals) in the form of time-based RSUs, which, in order to even moreenhance retention, vest over a four-year period in four substantially equal annual installments, subject to continued service through each vesting date; and
•50% of the equity awards of the target equity compensation level (based on target achievement of performance goals) in the form of PSUs to continue to closely align histheir compensation with the Company’sour strong pay-for-performance culture and focus on the delivery of substantial value to our stockholders.
The FY 2023 PSUs are tied to our achievement of net sales compound annual growth rate (CAGR) (weighted 60%) and Adjusted EBITDA CAGR (weighted 40%) targets measured over a three-year performance period ending on March 31, 2025 (the “FY 2023 PSU Performance Period”), with a potential uplift in the event of achievement of a market share gain performance metric for our e.l.f. Cosmetics brand over the FY 2023 PSU Performance Period (based on applicable Nielsen xAOC data). The market share gain performance metric was reintroduced into the FY 2023 PSUs based on stockholder feedback received by the Compensation Committee during our outreach calls in calendar year 2022.
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Each FY 2023 PSU represents the right to receive up to 2.25 shares of our common stock upon vesting (calculated as (i) up to two shares based on achievement of net sales CAGR and Adjusted EBITDA CAGR measured over the FY 2023 PSU Performance Period and (ii) an additional 0.25 shares based on achievement of a market share gain performance metric for our e.l.f. Cosmetics brand over the FY 2023 PSU Performance Period). The number of shares issuable upon vesting of each FY 2023 PSU is determined by the Compensation Committee split Mr. Amin’s equity award (based on total number of restricted shares granted) into two tranches, with 50% in time-based restricted stock awards and 50% in PSAs, which vest 18 months afteras follows:
•determine the achievement of certain stock price hurdles.each of our net sales CAGR and Adjusted EBITDA CAGR goals;
•determine achievement of the market share goal;
•assign an achievement factor in accordance with the table below;
•multiply the achievement factor by the applicable weight (as set forth in the table below); and
•add the results together to determine the number of shares issued per vested PSU.
The FY 2023 PSUs will vest in a single installment, subject to continued service and to the extent earned, upon the Compensation Committee decided to use stock price hurdles as the performance metric for Mr. Amin’s 2019T PSAs given the challenges of setting long-term performance targets for operational or financial metrics in lightCommittee’s certification of our relatively recent history as a public companyachievement following the FY 2023 PSU Performance Period. We believe this three-year cliff vesting helps to retain our executive officers through the completion of the FY 2023 PSU Performance Period and the growing and evolving nature of our business at that time. The Compensation Committee selected stock price hurdles that it believed to be challenging and which would reflect the delivery of significant value to our stockholders.incentivize long-term performance.
| FY 2023 PSU Structure | ||||||||||||||||||||||||||||||||
| Net Sales CAGR | Adjusted EBITDA CAGR | |||||||||||||||||||||||||||||||
| achievement | achv. factor | weight | achievement | achv. factor | weight | |||||||||||||||||||||||||||
| Below Target | 0 | 60% | Below Target | 0 | 40% | |||||||||||||||||||||||||||
| Target | 1 | Target | 1 | |||||||||||||||||||||||||||||
| in between goals | 1 to 2 on a linear basis | in between goals | 1 to 2 on a linear basis | |||||||||||||||||||||||||||||
| Maximum | 2 | Maximum | 2 | |||||||||||||||||||||||||||||
| Market Share Gain | ||||||||||||||||||||||||||||||||
| achievement | achv. factor | weight | ||||||||||||||||||||||||||||||
| Below Target | 0 | 25% | ||||||||||||||||||||||||||||||
| Target | 1 | |||||||||||||||||||||||||||||||
| FY 2023 PSU Payout Example | ||||||||||||||||||||||||||||||||||||||||||||||||||
| If the net sales CAGR performance is at target, the Adjusted EBITDA CAGR performance is at the maximum, and the market share gain performance metric performance is at target, the FY 2023 PSU payout would be 1.65 shares issued per vested PSU, calculated as follows: | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Net Sales CAGR | Adjusted EBITDA CAGR | Market Share Gain | ||||||||||||||||||||||||||||||||||||||||||||||||
| achv. factor | weight | result | + | achv. factor | weight | result | + | achv. factor | weight | result | ||||||||||||||||||||||||||||||||||||||||
| 1 | x | 60% | = | 0.6 | 2 | x | 40% | = | 0.8 | 1 | x | 25% | = | 0.25 | ||||||||||||||||||||||||||||||||||||
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For FY 2023, the Compensation Committee required thatapproved increases in the average closing stock price equal or exceedtarget equity compensation level for all of our named executive officers. In approving these adjustments, the applicable hurdle for a periodCompensation Committee took into consideration company growth, sustained strong company performance, the significant percentage of 20 consecutive trading days.equity in the form of PSUs and market benchmarks and perspectives on market pay levels as provided by its independent compensation consultant. Additionally, the Compensation Committee implemented an additional time-based vesting period of 18 months after the applicable stock price hurdletook into consideration that we have a relatively small executive team and each member is achieved. During this 18-month vesting period, the value of the 2019T PSAs will continue to fluctuatetasked with the stock price, providing further incentive to sustain stockholder value created upon the achievement of the relevant stock price hurdle.
| Mr. Amin’s 2019T PSAs | ||||||
| number of PSAs | stock price hurdle (1) | stock price hurdle as a percentage of stock price on the grant date (2) | time-based vesting period | |||
| 80,710 | $12.00 | 151 | % | 18 months after stock hurdle is met | ||
| 80,710 | $15.00 | 189 | % | 18 months after stock hurdle is met | ||
| 80,710 | $18.00 | 226 | % | 18 months after stock hurdle is met | ||
| (1) | Met if the average closing price per share of the Company’s common stock equals or exceeds the stock price hurdle for a period of 20 trading days. | |||||
| (2) | The closing price of our common stock on March 1, 2019 was $7.95 per share (as reported on the NYSE). | |||||
Below is a summary of the equity awards granted to our named executive officers in 2019T and FY 2020:2023:
| FY 2023 Equity Awards | |||||||||||||||||
| type of award | number of awards(1) | grant date fair value(2) | |||||||||||||||
| Tarang Amin | PSUs | 79,780 | $2,099,810 | ||||||||||||||
| RSUs | 79,780 | $2,099,810 | |||||||||||||||
| Mandy Fields | PSUs | 41,790 | $1,099,913 | ||||||||||||||
| RSUs | 41,790 | $1,099,913 | |||||||||||||||
| Josh Franks | PSUs | 41,790 | $1,099,913 | ||||||||||||||
| RSUs | 41,790 | $1,099,913 | |||||||||||||||
| Kory Marchisotto | PSUs | 41,790 | $1,099,913 | ||||||||||||||
| RSUs | 41,790 | $1,099,913 | |||||||||||||||
| Scott Milsten | PSUs | 41,790 | $1,099,913 | ||||||||||||||
| RSUs | 41,790 | $1,099,913 | |||||||||||||||
| (1) | For the FY 2023 PSUs, represents the number of shares of our common stock upon vesting at target achievement (i.e., if the target achievement for the net sales CAGR and the target achievement for the Adjusted EBITDA CAGR is achieved, but the market share gain performance metric target is not achieved). | ||||||||||||||||
| (2) | Represents the grant date fair value of the applicable equity awards granted to the named executive officer, 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 equity awards, see Notes to Consolidated Financial Statements at Note 12 in the 2023 Annual Report. These amounts do not reflect the amount the named executive officer has actually realized or will realize from the equity awards upon the vesting thereof or the sale of the shares underlying such equity awards. | ||||||||||||||||
| 2019T and FY 2020 equity awards | ||||||||||
| name | type of award | shares | grant date fair value (1) | vesting terms | ||||||
| Tarang Amin | Annual PSA | 80,710 | $ | 602,904 | $12 hurdle plus 18 months service-based vesting after hurdle is met | |||||
| Annual PSA | 80,710 | $ | 573,041 | $15 hurdle plus 18 months service-based vesting after hurdle is met | ||||||
| Annual PSA | 80,710 | $ | 549,635 | $18 hurdle plus 18 months service-based vesting after hurdle is met | ||||||
| Annual restricted stock | 242,130 | $ | 1,924,934 | Four-year service-based vesting | ||||||
| Rich Baruch | Annual restricted stock | 93,390 | $ | 742,451 | Four-year service-based vesting | |||||
| Mandy Fields | New-hire stock option | 83,760 | $ | 402,643 | Four-year service-based vesting | |||||
| New-hire restricted stock | 130,930 | $ | 1,599,965 | Four-year service-based vesting | ||||||
| Josh Franks | New-hire stock option | 58,800 | $ | 349,895 | Four-year service-based vesting | |||||
| New-hire restricted stock | 63,700 | $ | 1,000,090 | Four-year service-based vesting | ||||||
| Scott Milsten | Annual restricted stock | 138,360 | $ | 1,099,962 | Four-year service-based vesting | |||||
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For additional details regarding the equity awards made to our named executive officers during 2019T and FY 2020,2023, see under the heading “executive compensation—executive compensation tables—outstandingExecutive Compensation—Executive Compensation Tables—Grants of Plan-Based Awards.”
FY 2024 Equity Awards
For FY 2024, we continued to grant annual equity awards at fiscal year-end”to all of our executive officers with a mix of 50% time-based vesting RSUs and 50% PSUs (based on target achievement of performance goals). The PSUs granted in FY 2024 are structured the same as the FY 2023 PSUs (with upward adjustments to all performance targets) and may be earned based on our achievement of net sales CAGR and Adjusted EBITDA CAGR targets over a three-year performance period, with a potential uplift in the event of achievement of a market share gain performance metric for our e.l.f. Cosmetics brand over the same three-year performance period.
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Each employment agreement provides that the executive officer is an “at-will” employee and may be terminated at any time for any reason, subject, in certain cases, to the payment of severance benefits.benefits, which are described more fully under the heading “Executive Compensation—Compensation Discussion and Analysis—Other Compensation Information—Post-Employment Compensation.”
We believe that e.l.f. Beauty and our stockholders are best served when executive officers manage the business with a long-term perspective. As such, our current executive stock ownership policy for our executive officers requires them to have a long-term equity stake in e.l.f. Beauty, align their interests with stockholders and mitigate potential compensation-related risk. The policy provides that each executive officer must hold a multiple of that executive officer’s annual base salary in our common stock as follows:
| Chief Executive Officer | All Other Named Executive Officers | ||||
 |  | ||||
Each of our named executive officers has until March 31, 2026 to achieve the minimum ownership requirement. Any new or promoted executive officer has until March 31 of the fiscal year in which the fifth anniversary of that executive officer’s start date or promotion date falls to achieve the minimum ownership requirement.
If an executive officer has not satisfied the minimum ownership requirement by the compliance deadline, all shares acquired pursuant to equity awards granted to that executive officer (net of taxes and exercise costs) must be held by that executive officer until (and so long as) the minimum ownership requirement is satisfied.
In addition to shares held outright, shares underlying vested stock options (net of shares that would need to be withheld to satisfy the exercise price thereof and withholding taxes) are counted towards the minimum ownership requirement.
Compensation Recovery Policy
Our Board adopted a compensation recovery (“clawback”) policy in FY 2021 to maintain a culture of focused, diligent and responsible management that discourages conduct detrimental to our growth.
Our clawback policy allows our Board discretion to seek reimbursement with respect to incentive compensation paid or awarded to covered employees, including executive officers and other key employees subjected to the policy by our Board, upon certain events, including a material misstatement of financial calculations or information that would have significantly reduced the amount of incentive compensation or a covered employee’s fraudulent, willful or negligent misconduct that results in material noncompliance with financial reporting rules requiring an accounting restatement.
The Compensation Committee is reviewing the final rule issued by the SEC implementing the provisions of Dodd-Frank relating to recoupment of incentive-based compensation and will adopt a compliant policy by the deadline set forth in the applicable NYSE listing standard approved by the SEC.
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Anti-Hedging/Anti-Pledging Policy
Our Insider Trading Compliance Policy prohibits our employees, executive officers, and directors from engaging in the following transactions:
•purchasing our securities on margin or holding our securities in a margin account;
•pledging our securities as collateral to secure loans;
•engaging in transactions in puts, calls or other derivative securities involving our securities; or
•entering into hedging or monetization transactions or similar arrangements (including short sales) with respect to our securities.
Retirement Plans
We maintain a 401(k) retirement savings plan for the benefit of our employees, including our executive officers, who satisfy certain eligibility requirements. Under the 401(k) plan, eligible employees may elect to defer a portion of their compensation, within the limits prescribed by the Internal Revenue Code, on a pre-tax or after-tax (i.e., Roth) basis through contributions to the 401(k) plan. We also generally make matching contributions based on the percentage of each employee’s elective deferrals, subject to a pre-determined maximum. We believe that providing a vehicle for tax-deferred retirement savings through our 401(k) plan adds to the overall desirability of our executive compensation package. See the “all other compensation” column in the summary compensation tableSummary Compensation Table for information relating to 401(k) plan matching contributions made to our named executive officers in 2019TFY 2023.
Employee Benefits and FY 2020.
All of our full-time employees (including our executive officers) are eligible to participate in our health and welfare plans, including medical, dental and vision benefits, medical flexible spending accounts, short-term and long-term disability insurance and life insurance.
In addition, pursuant to his employment agreement, we offer Mr. Amin reimbursement of up to $20,000 per year for expenses incurred by him in connection with financial planning and tax preparation assistance. For FY 2023, Mr. Amin did not seek and was not reimbursed for any such expenses. Except as noted above with
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respect to Mr. Amin, we do not provide our executive officers with perquisites or other personal benefits other than those which apply uniformly to all of our employees.
In hiring our current executive officers, we sought to developdeveloped compensation packages that could attract qualified candidates to fill our most critical positions, which the Compensation Committee determined required providing some protection in the event of an involuntary termination. In general, our executive officers’ employment agreements define employment as at-will and provide severance benefits upon various terminations. Any payments or benefits upon a termination are subject to a release of claims and compliance with restrictive covenants, and we do not provide Section 280G gross-up payments.
Each executive officer’s employment agreement provides that if his or her employment is terminated (i) by e.l.f. Beauty for reasons other than death, disability or “cause” (as defined in each employment agreement), or (ii) by the executive officer for “good reason” (as defined in each employment agreement), then, in addition to any accrued but unpaid base
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| Intro | Board | Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes | ||||||||||||||||||||
salary and paid time off and such employee benefits, if any, to which the executive officer or his or her eligible 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 cash incentive earned for a previously completed fiscal year, he or she will be entitled to receive:
•an amount equal to his or her base salary (except that Mr. Amin will be entitled to two times his base salary), payable in installments;
•continued COBRA coverage for the executive officer and his or her eligible dependents for a period of up to 12 months (except that Mr. Amin and Mr. Milsten, who each commenced employment prior to our current post-employment benefits practices, are entitled to 18 months); and
•pro-rated annual cash incentive payout based on actual performance for the fiscal year in which termination occurs, provided that the executive officer has been employed for at least six months of such fiscal year.
If an executive officer’s employment is terminated due to death or disability, each executive officer’s employment agreement provides that he or she will be eligible to receive a pro-rated annual cash incentive payout based on actual performance for the fiscal year in which termination occurs.
In the event of an executive officer’s termination of employment by us without “cause” or by the executive officer for “good reason,” in each case, within 12 months following a change in control, (i) each time-vesting equity award granted on or after our initial public offering in 2016 held by the executive officer will vest in full, (ii) the FY 2022 PSUs and the FY 2023 PSUs will accelerate in full, and (iii) the executive officer will also be entitled to the benefits described above.
All such severance payments and benefits are contingent upon each executive officer’s compliance with certain confidentiality and other provisions as set forth in his or her respective employment agreement, and the execution of a general release of claims in favor of e.l.f. Beauty.
For a summary of the material terms and conditions ofadditional details regarding the severance and change in control arrangements in effect as of March 31, 20202023 for our named executive officers, see under the heading “executive compensation tables—potential paymentsExecutive Compensation Tables—Potential Payments upon terminationTermination or changeChange in controlControl—Estimated Potential Payments upon Termination or Change in Control.”.
The accounting impact of our compensation programs and the tax deductibility of our compensation programs (including pursuant to section 162(m) of the Internal Revenue Code (“Section 162(m)”)) are each one of many factors that are considered in determining the size and structure of our programs as we strive to make our compensation programs reasonable and in the best interests of our stockholders. Special rules limit the deductibility of compensation paid to our Chief Executive Officer and other “covered employees” as determined under Section 162(m) and applicable guidance. Under Section 162(m), any compensation over $1 million paid to any of the covered employees in any single year is not tax deductible by us. The Compensation Committee is mindful of the benefit to us of the full deductibility of compensation, but the Compensation Committee believes that it should not be constrained by the requirements of Section 162(m) where those requirements would impair flexibility in compensating our executive officers in a manner that canwould best promote our corporate objectives of attracting and retaining top tier executive talent.
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The Compensation Committee is comprised of independent directors as required by the listing standards of the NYSE and the SEC rules. At the time of approval of this report, the members of the Compensation Committee are Mr. Kirk Perry and Ms. Lauren Cooks Levitan.Levitan and Mr. Kenny Mitchell. The Compensation Committee operates pursuant to a written charter adopted by the Board.
The Compensation Committee has reviewed and discussed with management the compensation discussion and analysis contained in this proxy statement. Based on this review and discussion, the Compensation Committee has recommended to the Board that the compensation discussion and analysis be included in this proxy statement and incorporated into the Company’se.l.f. Beauty’s Annual Report on Form 10-K for the fiscal year ended March 31, 2020.2023.
COMPENSATION COMMITTEE
Lauren Cooks Levitan, Chair
Kenny Mitchell
The report of the Compensation Committee will not be deemed to be “soliciting material” or to otherwise be considered “filed” with the SEC, nor shall such information be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the Companye.l.f. Beauty specifically incorporates it by reference into suchthat filing.
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Executive Compensation Tables
The following table presents information regarding the compensation awarded to, earned by or paid to our named executive officers during FY 2020, 2019T, 2018,2023, FY 2022 and 2017. All dollarFY 2021. Dollar amounts are rounded to the nearest whole dollar amount.
name and principal position | year | salary (1) | bonus (1) | stock awards (2) | option awards (2) | non-equity incentive plan comp. (1) | all other comp. | total | |||||||||||||||||||
Tarang Amin Chairman, Chief Executive Officer, and President | 2020 | $ | 475,000 | — | — | — | $ | 1,067,123 | $ | 20,000 | (4) | $ | 1,562,123 | ||||||||||||||
| 2019T | $ | 109,615 | $ | 117,124 | $ | 3,650,514 | (3) (5) | — | — | — | $ | 3,877,253 | |||||||||||||||
| 2018 | $ | 475,000 | — | $ | 5,247,021 | $ | 1,750,000 | — | $ | 20,000 | (4) | $ | 7,492,021 | ||||||||||||||
| 2017 | $ | 475,000 | — | $ | 7,155,544 | $ | 2,269,160 | (6) | $ | 403,750 | $ | 20,000 | (4) | $ | 10,323,454 | ||||||||||||
Rich Baruch SVP and Chief Commercial Officer | 2020 | $ | 325,000 | — | — | — | $ | 292,055 | $ | 5,600 | (7) | $ | 622,655 | ||||||||||||||
| 2019T | $ | 75,000 | $ | 32,055 | $ | 742,451 | (3) | — | — | $ | 1,500 | (7) | $ | 818,951 | |||||||||||||
| 2018 | $ | 325,000 | — | $ | 674,538 | $ | 220,686 | — | $ | 2,000 | (7) | $ | 1,254,279 | ||||||||||||||
| 2017 | $ | 325,000 | — | $ | 1,299,056 | $ | 132,096 | (6) | $ | 110,500 | $ | 2,625 | (7) | $ | 1,869,277 | ||||||||||||
Mandy Fields SVP and Chief Financial Officer | 2020 | $ | 323,077 | — | $ | 1,599,965 | $ | 402,643 | $ | 350,000 | $ | 5,923 | (7) | $ | 2,681,608 | ||||||||||||
Josh Franks SVP, Operations | 2020 | $ | 71,250 | — | $ | 1,000,090 | $ | 349,895 | $ | 64,110 | $ | 1,250 | (7) | $ | 1,486,595 | ||||||||||||
Scott Milsten SVP, General Counsel, and Chief People Officer | 2020 | $ | 325,000 | — | — | — | $ | 292,055 | $ | 1,750 | (7) | $ | 618,805 | ||||||||||||||
| 2019T | $ | 75,000 | $ | 32,055 | $ | 1,099,962 | (3) | — | — | $ | 375 | (7) | $ | 1,207,392 | |||||||||||||
| 2018 | $ | 325,000 | — | $ | 1,499,096 | $ | 500,000 | — | $ | 5,500 | (7) | $ | 2,329,596 | ||||||||||||||
| 2017 | $ | 325,000 | — | $ | 1,626,504 | $ | 514,556 | (6) | $ | 110,500 | $ | 4,000 | (7) | $ | 2,580,560 | ||||||||||||
| (1) | Ms. Fields and Mr. Franks commenced employment with the Company in April 2019 and January 2020, respectively. Salary for Ms. Fields and Mr. Franks reflects the actual amount paid in FY 2020. Non-equity incentive plan compensation for Mr. Franks is pro-rated for the actual number of days Mr. Franks was employed in FY 2020. Non-equity incentive plan compensation for Ms. Fields was not pro-rated as she commenced employment with the Company in April 2020, the first month of FY 2020. | ||||||||||||||||||||||||||
| (2) | Represents the grant date fair value of the applicable equity awards 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 PSAs that vest based on a market condition is based the probable outcome of such condition based on a Monte Carlo simulation model; no maximum value applies. The Monte Carlo simulation model utilizes multiple input variables to estimate the probability of meeting the stock price hurdles established for the PSAs, including a term of 10 years, a risk-free interest rate of 2.74%, and an expected volatility of our stock price of 53.0%. For a discussion of the valuation of these equity awards, see Notes to Consolidated Financial Statements at Note 14 in the 2020 Annual Report. These amounts do not reflect the amount the named executive officer has actually realized or will realize from the equity awards upon the vesting thereof or the sale of the shares underlying such equity awards | ||||||||||||||||||||||||||
| (3) | In 2018, the Company changed its fiscal year end from December 31 to March 31 (with FY 2020 running from April 1, 2019 to March 31, 2020 (and 2019T running from January 1, 2019 to March 31, 2019)). Due to SEC rules regarding disclosure of executive compensation, we are required to list Mr. Amin’s, Mr. Baruch’s, and Mr. Milsten’s equity awards granted on March 1, 2019 as compensation for 2019T. | ||||||||||||||||||||||||||
| (4) | Represents reimbursement of financial planning and tax preparation assistance made pursuant to Mr. Amin’s employment agreement. | ||||||||||||||||||||||||||
| (5) | 50% of the restricted stock awards (based on total number of shares granted) are PSAs that vest in three equal portions on the date that is 18 months after the date that the average closing per share trading price of the Company’s common stock equals or exceeds $12, $15, and $18 for a period of 20 trading days, subject to Mr. Amin continuing to provide services to the Company through the applicable vesting date. See under the heading “executive compensation—executive compensation table—outstanding equity awards at fiscal year-end” for additional details regarding the vesting of these equity awards. | ||||||||||||||||||||||||||
| (6) | 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 $29, $33, and $36, subject to the named executive officer continuing to provide services to the Company through the applicable vesting date. See under the heading “executive compensation—executive compensation table—outstanding equity awards at fiscal year-end” for additional details regarding the vesting of these equity awards. | ||||||||||||||||||||||||||
| (7) | Represents amount of matching contributions made by the Company under its 401(k) plan. | ||||||||||||||||||||||||||
name and principal position | year | salary | bonus | stock awards(1)(2)(3) | option awards(1) | non-equity incentive plan comp. | all other comp.(4) | total | |||||||||||||||||||||||||||||||||||||||
Tarang Amin Chairman, Chief Executive Officer, and President | 2023 | $ | 475,000 | — | $4,199,619 | — | $950,000 | $ | 9,500 | $5,634,119 | |||||||||||||||||||||||||||||||||||||
| 2022 | $ | 475,000 | — | $3,799,697 | — | $950,000 | $ | 9,500 | $5,234,197 | ||||||||||||||||||||||||||||||||||||||
| 2021 | $ | 475,000 | — | $3,999,900 | — | $950,000 | $ | 24,019 | $5,448,919 | ||||||||||||||||||||||||||||||||||||||
Mandy Fields SVP and Chief Financial Officer | 2023 | $ | 350,000 | — | $2,199,826 | — | $350,000 | $ | 7,000 | $2,906,826 | |||||||||||||||||||||||||||||||||||||
| 2022 | $ | 350,000 | — | $1,499,808 | — | $350,000 | $ | 7,000 | $2,206,808 | ||||||||||||||||||||||||||||||||||||||
| 2021 | $ | 350,000 | — | $1,199,971 | — | $350,000 | $ | 6,192 | $1,906,163 | ||||||||||||||||||||||||||||||||||||||
Josh Franks SVP, Operations | 2023 | $ | 325,000 | — | $2,199,826 | — | $325,000 | $ | 6,500 | $2,856,326 | |||||||||||||||||||||||||||||||||||||
| 2022 | $ | 325,000 | — | $1,499,808 | — | $260,000 | $ | 8,000 | $2,092,808 | ||||||||||||||||||||||||||||||||||||||
| 2021 | $ | 325,000 | — | $ 269,675 | — | $260,000 | $ | 4,250 | $ 858,925 | ||||||||||||||||||||||||||||||||||||||
Kory Marchisotto SVP and Chief Marketing Officer | 2023 | $ | 325,000 | — | $2,199,826 | — | $325,000 | $ | 6,500 | $2,856,326 | |||||||||||||||||||||||||||||||||||||
| 2022 | $ | 325,000 | — | $1,499,808 | — | $260,000 | $ | 6,500 | $2,091,308 | ||||||||||||||||||||||||||||||||||||||
| 2021 | $ | 325,000 | — | $1,199,971 | — | $260,000 | $ | 6,450 | $1,791,421 | ||||||||||||||||||||||||||||||||||||||
Scott Milsten SVP, General Counsel, Chief People Officer, and Corporate Secretary | 2023 | $ | 325,000 | — | $2,199,826 | — | $325,000 | $ | 6,500 | $2,856,326 | |||||||||||||||||||||||||||||||||||||
| 2022 | $ | 325,000 | — | $1,499,808 | — | $260,000 | $ | 6,500 | $2,091,308 | ||||||||||||||||||||||||||||||||||||||
| 2021 | $ | 325,000 | — | $1,374,840 | — | $260,000 | $ | 5,188 | $1,965,028 | ||||||||||||||||||||||||||||||||||||||
| (1) | Represents the grant date fair value of the applicable equity awards 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. For a discussion of the valuation of these equity awards, see Notes to Consolidated Financial Statements at Note 12 in the 2023 Annual Report. These amounts do not reflect the amount the named executive officer has actually realized or will realize from the equity awards upon the vesting thereof or the sale of the shares underlying such equity awards. | ||||||||||||||||||||||||||||||||||||||||||||||
| (2) | 50% of the value reported for all named executive officers in FY 2023 is attributable to PSUs based on attainment of the performance goals at the target level of performance as of the grant date. Assuming attainment of the performance goals at the maximum level of performance, the value of the FY 2023 PSUs as of the grant date for Mr. Amin is $4,724,572 and for each other named executive officer is $2,474,804. See under the heading “Executive Compensation—Executive Compensation Tables—Grants of Plan-Based Awards” for additional details regarding the vesting of these equity awards. | ||||||||||||||||||||||||||||||||||||||||||||||
| (3) | Mr. Franks commenced employment with us in the fourth quarter of FY 2020 and received his new hire grant in FY 2020. As such, his stock award in FY 2021 was pro-rated to account for his employment commencement date. | ||||||||||||||||||||||||||||||||||||||||||||||
| (4) | For FY 2023, represents the amount of matching contributions made by e.l.f. Beauty under our 401(k) plan. | ||||||||||||||||||||||||||||||||||||||||||||||
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Grants of Plan-Based Awards
The following table presents information regarding all plan-based awards granted to our named executive officers during 2019T and FY 2020.2023. The equity awards shown in the following table are also reported under the heading “executive compensation—executive compensation tables—outstanding equity awardsExecutive Compensation—Executive Compensation Tables—Outstanding Equity Awards at fiscal year-endFiscal Year-End.”. Dollar amounts except exercise prices, are rounded to the nearest whole dollar.
estimated future payout under non-equity incentive plan awards (1) | estimated future payout under equity incentive plan awards (2) | all other stock awards: number of shares of stock or units | all other option awards: number of securities underlying options | exercise or base price of option awards | grant date fair value of stock and option awards (3) | estimated future payout under non-equity incentive plan awards(1) | estimated future payout under equity incentive plan awards 2) | all other stock awards: number of shares of stock or units(3) | grant date fair value of stock and option awards(4) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| name | name | grant date | threshold | target | maximum | threshold (#) | target (#) | maximum (#) | name | grant date | threshold | target | maximum | threshold (#) | target (#) | maximum (#) | grant date fair value of stock and option awards(4) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Tarang Amin | Tarang Amin | — | $ | 473,698 | $ | 592,124 | $ | 1,067,123 | — | — | — | — | — | — | — | Tarang Amin | — | $380,000 | $475,000 | $950,000 | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
3/1/2019 (4) | — | — | — | — | 80,710 | — | — | — | — | $ | 602,904 | 6/1/2020 (4) | — | — | — | — | 79,780 | 179,505 | — | $2,099,810 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
3/1/2019 (5) | — | — | — | — | 80,710 | — | — | — | — | $ | 573,041 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
3/1/2019 (6) | — | — | — | — | 80,710 | — | — | — | — | $ | 549,635 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
3/1/2019 (7) | — | — | — | — | — | — | 242,130 | — | — | $ | 1,924,934 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Rich Baruch | — | $ | 129,644 | $ | 162,055 | $ | 292,055 | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
3/1/2019 (7) | — | — | — | — | — | — | 93,390 | — | — | $ | 742,451 | 6/1/2020 (5) | — | — | — | — | — | — | 79,780 | $2,099,810 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Mandy Fields | Mandy Fields | — | $ | 140,000 | $ | 175,000 | $ | 350,000 | — | — | — | — | — | — | — | Mandy Fields | — | $140,000 | $175,000 | $350,000 | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
4/22/2019 (7) | — | — | — | — | — | — | — | 83,760 | $ | 12.22 | $ | 402,643 | 6/1/2020 (4) | — | — | — | — | 41,790 | 94,028 | — | $1,099,913 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
4/22/2019 (8) | — | — | — | — | — | — | 130,930 | — | — | $ | 1,599,965 | 6/1/2020 (5) | — | — | — | — | — | 41,790 | $1,099,913 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Josh Franks | Josh Franks | — | $ | 25,644 | $ | 32,055 | $ | 64,110 | — | — | — | — | — | — | — | Josh Franks | — | $130,000 | $162,500 | $325,000 | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
1/2/2020 (7) | — | — | — | — | — | — | — | 58,800 | $ | 15.70 | $ | 349,895 | 6/1/2020 (4) | — | — | — | — | 41,790 | 94,028 | — | $1,099,913 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
1/2/2020 (9) | — | — | — | — | — | — | 63,700 | — | — | $ | 1,000,090 | 6/1/2020 (5) | — | — | — | — | — | — | 41,790 | $1,099,913 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Kory Marchisotto | Kory Marchisotto | $130,000 | $162,500 | $325,000 | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
6/1/2020 (4) | — | — | — | — | 41,790 | 94,028 | — | $1,099,913 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
6/1/2020 (5) | — | — | — | — | — | — | 41,790 | $1,099,913 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Scott Milsten | Scott Milsten | — | $ | 129,644 | $ | 162,055 | $ | 292,055 | — | — | — | — | — | — | — | Scott Milsten | — | $130,000 | $162,500 | $325,000 | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
6/1/2020 (4) | — | — | — | — | 41,790 | 94,028.00 | — | $1,099,913 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
6/1/2020 (5) | — | — | — | — | — | — | 41,790 | $1,099,913 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
3/1/2019 (7) | — | — | — | — | — | — | 138,360 | — | — | $ | 1,099,962 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | Amounts shown in these columns represent the range of possible cash payouts for each named executive officer with respect to annual cash incentive compensation for FY 2023, as determined by the Compensation Committee for FY 2023. For more information, see under the heading “Executive Compensation—Compensation Discussion and Analysis—Compensation Program Components—Annual Cash Incentive Compensation.” | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | All awards shown in these columns are PSUs, which vest subject to the achievement of net sales CAGR (weighted 60%) and Adjusted EBITDA CAGR (weighted 40%) targets measured over a three-year performance period ending on March 31, 2025, with a potential uplift in the event of achievement of a market share gain performance metric for our e.l.f. Cosmetics brand over the same three-year performance period. The PSUs vest in a single installment, subject to continued service and to the extent earned, upon the Compensation Committee’s certification of our achievement following the three-year performance period. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Amounts shown in these columns represent the range of possible cash payouts for each named executive officer with respect to annual cash incentive compensation for FY 2020, as determined by the Compensation Committee for FY 2020. For more information, see under the heading “executive compensation—compensation discussion and analysis—compensation program components—annual incentive compensation”. The threshold, target, and maximum for Mr. Franks is pro-rated for the actual number of days Mr. Franks was employed in FY 2020. The threshold, target, and maximum for Ms. Fields was not pro-rated as she commenced employment with the Company in April 2020, the first month of FY 2020. | All awards shown in this column are time-based RSUs, which vest over a four-year period in four substantially equal annual installments, subject to continued service through each vesting date. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Represents PSAs granted to Mr. Amin in 2019T, which vest subject to the satisfaction of certain stock price hurdles. No threshold or maximum levels apply. | Represents the grant date fair value of the applicable equity awards 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 PSUs were valued based on attainment of the performance goals at the target level of performance as of the grant date. For a discussion of the valuation of these equity awards, see Notes to Consolidated Financial Statements at Note 12 in the 2023 Annual Report. These amounts do not reflect the amount the named executive officer has actually realized or will realize from the equity awards upon the vesting thereof or the sale of the shares underlying such equity awards. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (3) | Represents the grant date fair value of the applicable equity awards 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. For a discussion of the valuation of these equity awards, see Notes to Consolidated Financial Statements at Note 14 in the 2020 Annual Report. These amounts do not reflect the amount the named executive officer has actually realized or will realize from the equity awards upon the vesting thereof or the sale of the shares underlying such equity awards | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (4) | The PSA vests 18 months after the date that the average closing per share trading price of the Company’s common stock equals or exceeds $12 for a period of 20 trading days, subject to continued service through such vesting date. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (5) | The PSA vests 18 months after the date that the average closing per share trading price of the Company’s common stock equals or exceeds $15 for a period of 20 trading days, subject to continued service through such vesting date. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (6) | The PSA vests 18 months after the date that the average closing per share trading price of the Company’s common stock equals or exceeds $18 for a period of 20 trading days, subject to continued service through such vesting date. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (7) | The stock options and restricted stock awards, 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. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (8) | The restricted stock award vests on the first four anniversaries of June 3, 2019, subject to continued service through the applicable vesting date. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (9) | The restricted stock award vests on the first four anniversaries of March 1, 2020, subject to continued service through the applicable vesting date. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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The following table presents information regarding outstanding equity awards held by our named executive officers as of March 31, 2020.2023. Dollar amounts, except exercise prices, are rounded to the nearest whole dollar.
| option awards | stock awards | option awards | stock awards | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| name | 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) | 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 Amin | Tarang Amin | 1/31/2014 | 476,888 | — | — | $ | 1.84 | 1/31/2024 | — | — | Tarang Amin | 1/31/2014(1) | 238,440 | — | — | $ 1.84 | 1/31/2024 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
9/21/2016 (2) | 321,027 | 107,010 | — | $ | 17.00 | 9/21/2026 | 36,640 | $ | 360,538 | 9/21/2016(1) | 328,037 | — | — | $17.00 | 9/21/2026 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
2/14/2017 (3) | — | — | 213,000 | $ | 26.84 | 2/14/2027 | — | — | 2/14/2017(1) | 213,000 | — | — | $26.84 | 2/14/2027 | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
2/14/2017 (2) | — | — | — | — | — | 66,650 | $ | 655,836 | 3/1/2018(1) | 252,000 | — | — | $18.43 | 3/1/2028 | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
3/1/2018 (2) | 126,100 | 126,100 | — | $ | 18.43 | 3/1/2028 | 142,350 | $ | 1,400,724 | 6/1/2020(2) | — | — | — | — | — | 59,700 | $4,916,295 | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
3/1/2019 (2) | — | — | — | — | — | 181,597 | $ | 1,786,914 | 6/1/2021(3) | — | — | — | — | — | — | — | 137,820 | $11,349,477 | ||||||||||||||||||||||||||||||||||||||||||||||||||
3/1/2019 (4) | — | — | — | — | — | 242,130 | $ | 2,382,559 | 6/1/2021(2) | — | — | — | — | — | 51,682 | $4,256,013 | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Rich Baruch | 5/16/2014 | 307,920 | — | — | $ | 1.84 | 5/16/2024 | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
6/1/2022(4) | — | — | — | — | — | — | — | 179,505 | $14,782,237 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
6/1/2022(2) | — | — | — | — | — | 79,780 | $6,569,883 | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Mandy Fields | Mandy Fields | 4/22/2019(2) | — | 20,940 | — | $12.22 | 4/22/2029 | 32,732 | $2,695,480 | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
9/21/2016 (2) | 58,369 | 19,457 | $ | 17.00 | 9/21/2016 | 6,661 | $ | 65,544 | 6/1/2020(2) | — | — | — | — | — | 26,864 | $2,212,250 | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
2/14/2017 (3) | — | — | 38,700 | $ | 26.84 | 2/14/2027 | — | — | 6/1/2021(3) | — | — | — | — | — | — | — | 54,400 | $ 4,479,840 | ||||||||||||||||||||||||||||||||||||||||||||||||||
2/14/2017 (2) | — | — | — | — | — | 12,100 | $ | 119,064 | 6/1/2021(2) | — | — | — | — | — | 20,400 | $1,679,940 | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
3/1/2018 (2) | 16,200 | 16,200 | — | $ | 18.43 | 3/1/2028 | 18,300 | $ | 180,072 | 6/1/2022(4) | — | — | — | — | — | — | — | 94,028 | $ 7,743,165 | |||||||||||||||||||||||||||||||||||||||||||||||||
3/1/2019 (2) | — | — | — | — | — | 70,042 | $ | 689,213 | 6/1/2022(2) | — | — | — | — | — | 41,790 | $3,441,407 | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Mandy Fields | 4/22/2019 (2) | — | 83,760 | — | $ | 12.22 | 4/22/2029 | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Josh Franks | Josh Franks | 1/2/2020(2) | — | 14,700 | — | $15.70 | 1/2/2030 | 15,925 | $1,311,424 | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
4/22/2019 (2) | — | — | — | — | — | 130,930 | $ | 1,288,351 | 6/1/2020(2) | — | — | — | — | — | 6,040 | $ 497,394 | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Josh Franks | 1/2/2020 (2) | — | 58,800 | — | $ | 15.70 | 1/2/2030 | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
6/1/2021(3) | — | — | — | — | — | — | — | 54,400 | $ 4,479,840 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
6/1/2021(2) | — | — | — | — | — | 20,400 | $1,679,940 | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
6/1/2022(4) | — | — | — | — | — | — | — | 94,028 | $ 7,743,165 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
6/1/2022(2) | — | — | — | — | — | 41,790 | $3,441,407 | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Kory Marchisotto | Kory Marchisotto | 6/1/2020(2) | — | — | — | — | — | 26,864 | $2,212,250 | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
6/1/2021(3) | — | — | — | — | — | — | — | 54,400 | $ 4,479,840 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
6/1/2021(2) | — | — | — | — | — | 20,400 | $1,679,940 | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
6/1/2022(4) | — | — | — | — | — | — | — | 94,028 | $ 7,743,165 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
1/2/2020 (2) | — | — | — | — | — | 63,700 | $ | 626,808 | 6/1/2022(2) | — | — | — | — | — | 41,790 | $3,441,407 | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Scott Milsten | Scott Milsten | 1/31/2014 | 55,200 | — | — | $ | 1.84 | 1/31/2024 | — | — | Scott Milsten | 8/12/2015 | 18,000 | — | — | $ 1.84 | 8/12/2025 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| 8/12/2015 | 209,939 | — | — | $ | 1.84 | 8/12/2025 | — | — | 9/21/2016 | 97,281 | — | — | $17.00 | 9/21/2026 | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
9/21/2016 (2) | 72,960 | 24,321 | — | $ | 17.00 | 9/21/2026 | 8,327 | $ | 81,938 | 2/14/2017 | 48,300 | — | — | $26.84 | 2/14/2027 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
2/14/2017 (3) | — | — | 48,300 | $ | 26.84 | 2/14/2027 | — | — | 3/1/2018 | 72,000 | — | — | $18.43 | 3/1/2028 | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
2/14/2017 (2) | — | — | — | — | — | 15,150 | $ | 149,076 | 6/1/2020(2) | — | — | — | — | — | 30,780 | $2,534,733 | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
3/1/2018 (2) | 36,000 | 36,000 | — | $ | 18.43 | 3/1/2028 | 40,670 | $ | 400,193 | 6/1/2021(3) | — | — | — | — | — | — | — | 54,400 | $ 4,479,840 | |||||||||||||||||||||||||||||||||||||||||||||||||
3/1/2019 (2) | — | — | — | — | — | 103,770 | $ | 1,021,097 | 6/1/2021(2) | — | — | — | — | — | 20,400 | $1,679,940 | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
6/1/2022(4) | — | — | — | — | — | — | — | 94,028 | $ 7,743,165 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
6/1/2022(2) | — | — | — | — | — | 41,790 | $3,441,407 | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (1) | Represents the market value of restricted stock and shares underlying RSUs as of March 31, 2020, based on the closing price of our common stock on that date of $9.84 per share (as reported on the NYSE). | (1) | Represents the market value of stock awards as of March 31, 2023, based on the closing price of our common stock on that date of $82.35 per share (as reported on the NYSE). | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (2) | Except as otherwise indicated, 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. Ms. Fields’ restricted stock award from April 22, 2019 vests on the first four anniversaries of June 3, 2019. Mr. Franks’ restricted stock award from January 2, 2020 vests on the first four anniversaries of March 1, 2020. | (2) | Except as otherwise indicated, the stock options, RSUs, and shares of restricted stock, as applicable, vest over a four-year period in four substantially equal annual installments, subject to continued service through the applicable vesting date. Ms. Fields’ restricted stock award granted on April 22, 2019 vests on the first four anniversaries of June 3, 2019. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (3) | 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 $29, $33, and $36, subject to the named executive officer continuing to provide services to the Company through the applicable vesting date; provided that in the event of a change in control (as defined in the 2016 Equity Incentive Award 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. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (4) | The PSAs vest in three equal portions on the date that is 18 months after the date that the average closing per share trading price of the Company’s common stock equals or exceeds $12, $15, and $18 for a period of 20 trading days, subject to Mr. Amin continuing to provide services to the Company through the applicable vesting date; provided that in the event of a change in control (as defined in the 2016 Equity Incentive Award 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 or if the applicable share price target for a tranche has already been achieved, then the PSAs for that tranche vest in full immediately prior to such change in control, subject to continued service by Mr. Amin through the closing of the change in control. The $12 stock price trigger was achieved on May 1, 2019 and the associated tranche will vest on November 1, 2020, subject to continued service by Mr. Amin through such date. The $15 stock price trigger was achieved on July 19, 2019 and the associated tranche will vest on January 19, 2021, subject to continued service by Mr. Amin through such date. The $18 stock price trigger was achieved on February 25, 2020 and the associated tranche will vest on August 25, 2021, subject to continued service by Mr. Amin through such date. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 63 | | ||||||||
| (3) | The PSUs granted in FY 2022 (the “FY 2022 PSUs”) vest subject to achievement of net sales CAGR (weighted 60%) and Adjusted EBITDA CAGR (weighted 40%) targets measured over a three-year performance period ending on March 31, 2024, with a potential uplift in the event both goals are achieved at maximum and we achieve an additional target for Adjusted EBITDA margin expansion. The FY 2022 PSUs vest in a single installment, subject to continued service and to the extent earned, upon the Compensation Committee’s certification of our achievement following the three-year performance period. The amounts shown assume achievement at maximum level with the potential uplift. | ||||||||||||||||||||||||||||||||||||||||||||||
| (4) | The FY 2023 PSUs vest subject to achievement of net sales CAGR (weighted 60%) and Adjusted EBITDA CAGR (weighted 40%) targets measured over a three-year performance period ending on March 31, 2025, with a potential uplift in the event of achievement of a market share gain performance metric for our e.l.f. Cosmetics brand over the same three-year performance period. The FY 2023 PSUs vest in a single installment, subject to continued service and to the extent earned, upon the Compensation Committee’s certification of our achievement following the three-year performance period. The amounts shown assume achievement at maximum level with the potential uplift. | ||||||||||||||||||||||||||||||||||||||||||||||
Stock Option Exercises and stock vestedStock Vested
The following table presents information regarding stock options that were exercised and RSUs, PSUs, restricted stock and restricted stock with performance-based vesting conditions (“PSAs”) that vested with respect to our named executive officers during 2019T and FY 2020.2023. Dollar amounts are rounded to the nearest whole dollar.
| option awards | stock awards | ||||||||||||||||||||||||||||
| name | number of shares acquired on exercise | value realized on exercise (1) | number of shares acquired on vesting | value realized on vesting (2) | |||||||||||||||||||||||||
| Tarang Amin | 338,448 | $16,145,026 | 227,010 | $8,872,570 | |||||||||||||||||||||||||
| Mandy Fields | 20,940 | $ 510,401 | 70,875 | $1,503,118 | |||||||||||||||||||||||||
| Josh Franks | 44,100 | $ 2,489,125 | 29,765 | $1,561,670 | |||||||||||||||||||||||||
| Kory Marchisotto | 86,325 | $ 3,616,154 | 69,993 | $3,366,875 | |||||||||||||||||||||||||
| Scott Milsten | 127,139 | $ 7,693,683 | 77,300 | $3,690,359 | |||||||||||||||||||||||||
| (1) | The value realized equals the difference between the closing trading price of our common stock on the date of exercise and the exercise price of the underlying options multiplied by the number of stock options exercised. | ||||||||||||||||||||||||||||
| (2) | The value realized equals the closing trading price of our common stock on the vesting date multiplied by the number of PSAs, PSUs, RSUs or shares of restricted stock, as applicable, that vested. | ||||||||||||||||||||||||||||
| option awards | stock awards | |||||||||||||||
| name | year | number of shares acquired on exercise | value realized on exercise (1) | number of shares acquired on vesting | value realized on vesting (2) | |||||||||||
| Tarang Amin | 2020 | — | — | 234,998 | $ | 4,065,093 | ||||||||||
| 2019T | — | — | 137,825 | $ | 1,194,351 | |||||||||||
| Rich Baruch | 2020 | 15,000 | $ | 240,510 | 51,260 | $ | 875,227 | |||||||||
| 2019T | — | — | 21,250 | $ | 186,846 | |||||||||||
Mandy Fields (3) | 2020 | — | — | — | — | |||||||||||
Josh Franks (3) | 2020 | — | — | — | — | |||||||||||
| Scott Milsten | 2020 | — | — | 78,402 | $ | 1,322,787 | ||||||||||
| 2019T | — | — | 34,485 | $ | 304,528 | |||||||||||
| (1) | The value realized equals the difference between the fair market value of the common stock underlying the stock options on the exercise date and the exercise price of the underlying options multiplied by the number of stock options exercised. | |||||||||||||||
| (2) | The value realized equals the fair market value of the common stock underlying the RSUs or restricted stock on the vesting date multiplied by the number of RSUs or restricted stock, as applicable, that vested. | |||||||||||||||
| (3) | Not employed with the Company in 2019T. | |||||||||||||||
We do not have any defined benefit pension plans for our executive officers.
We do not offer any non-qualified deferred compensation plans for our executive officers.
Each named executive officer’s employment agreement provides that if his or her employment is terminated (i) by the Companye.l.f. Beauty for reasons other than death, disability or “cause” (as defined in each employment agreement), or (ii) by the named executive officer for “good reason” (as defined in each employment agreement) (a “qualifying non-changetermination absent a change in control termination”control”), then, in addition to any accrued but unpaid base salary and paid time off and such employee benefits, if any, to which the named executive officer or his or her eligible 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 cash incentive earned for a previously completed fiscal year, he or she will be entitled to receive:
| 64 | 2023 Proxy Statement | ||||||
| Intro | Board | Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes | ||||||||||||||||||||
•an amount equal to his or her base salary (except that Mr. Amin will be entitled to two times his base salary), payable in installments;
| ||
•continued COBRA coverage for the named executive officer and his or her eligible dependents for a period of up to 12 months (except that Mr. Amin Mr. Baruch, and Mr. Milsten, will bewho each commenced employment prior to our current post-employment benefits practices, are entitled to 18 months); and
•pro-rated annual cash incentive payout based on actual performance for the fiscal year in which termination occurs, provided that the named executive officer has been employed with the Company for at least six months of such fiscal year.
All such severance payments and benefits are contingent upon each named executive officer’s compliance with certain confidentiality and other provisions as set forth in his or her respective employment agreement, and the execution of a general release of claims in favor of the Company.e.l.f. Beauty.
Pursuant to the 2016 Equity Incentive Award Plan, in the event thatif the successor corporation (or its parents and subsidiaries) in a change in control (as defined in the 2016 Equity Incentive Award Plan) refuses to assume or substitute for any equity awards granted under the 2016 Equity Incentive Award Plan (except for performance awards which vest in accordance with their terms), those equity awards will vest in full immediately prior to the change in control.
Under a resolution adopted by the Compensation Committee in 2016, the equity awards granted to Mr. Amin under our 2016 Equity Incentive Award Plan, unless otherwise determined by the Compensation Committee at the time the applicable equity award is granted, will vest in full immediately prior to a change in control, subject to continued service by Mr. Amin through the closing of the change in control.
With respect to the stock option awards granted to Mr. Amin, Mr. Baruch,FY 2022 PSUs and Mr. Milsten on February 14, 2017,the FY 2023 PSUs, in the event of a change in control if the per share consideration providedprior to the stockholdersend of the Company pursuant to thatperformance period, the performance goals will be deemed attained at the greater of target or actual attainment of the goals as of immediately prior the change in control equals or exceedscontrol. In the applicable share price target ($29, $33, or $36) for a tranche that has not previously or otherwise vested, then that tranche vestscase of Mr. Amin, the FY 2022 PSUs and the FY 2023 PSUs will accelerate in full, immediately prior to that changeand in control,the case of each other named executive officer, the FY 2022 PSUs and the FY 2023 PSUs will accelerate in full if they are not assumed by the successor. If the successor assumes the FY 2022 PSUs or the FY 2023 PSUs, the FY 2022 PSUs or the FY 2023 PSUs, as applicable, will vest on the last day of the performance period subject to the named executive officer’s continued service by Mr. Amin, Mr. Baruch, or Mr. Milsten, as applicable, through the closing ofsuch date; provided that change in control.
full.
| 65 | | ||||||||
In the event of a named executive officer’s termination of employment by the Companyus without “cause” or by the named executive officer for “good reason”, in each case, within 12 months following a change in control (a “qualifying change in control termination”), each time-vesting equity award granted on or after our initial public offering in 2016 held by the named executive officer will vest in full and the named executive officer will also be entitled to the benefits described under the heading “executive compensation tables—potential paymentsExecutive Compensation Tables—Potential Payments upon terminationTermination or changeChange in control—non-changeControl—Severance Upon Termination Absent a Change in controlControl.”.
The following table sets forth estimates of the benefits that our named executive officers would have received in the event of various termination and change in control events (assuming the termination and the change in control, as applicable, occurred on March 31, 2020)2023). Dollar amounts are rounded to the nearest whole dollar.
| Tarang Amin | |||||||||||||||||
| benefit | qualifying termination absent a change in control | termination due to death or disability | change in control with equity assumption or substitution | change in control without equity assumption or substitution | qualifying change in control termination | ||||||||||||
| Continued Base Salary | $ 950,000 | — | — | — | $ 950,000 | ||||||||||||
| Pro—Rated Annual Cash Incentive | $ 950,000 | $950,000 | — | — | $ 950,000 | ||||||||||||
Continued Benefits(1) | $ 55,044 | — | — | — | $ 55,044 | ||||||||||||
Equity Acceleration(2) | — | — | $41,873,904 | $41,873,904 | $41,873,904 | ||||||||||||
| Total | $1,955,044 | $950,000 | $41,873,904 | $41,873,904 | $43,828,948 | ||||||||||||
| name | continued base salary | pro-rated annual cash incentive | continued benefits (1) | equity acceleration (2) | total | ||||||||||||||||
| Tarang Amin | |||||||||||||||||||||
| qualifying non-change in control termination | $ | 950,000 | $ | 1,067,123 | $ | 49,216 | — | $ | 2,066,339 | ||||||||||||
| termination due to death or disability | — | $ | 1,067,123 | — | — | $ | 1,067,123 | ||||||||||||||
| change in control with equity assumption or substitution | — | — | — | $ | 6,586,571 | $ | 6,586,571 | ||||||||||||||
| change in control without equity assumption or substitution | — | — | — | $ | 6,586,571 | $ | 6,586,571 | ||||||||||||||
| qualifying change in control termination | $ | 950,000 | $ | 1,067,123 | $ | 49,216 | $ | 6,586,571 | $ | 8,652,910 | |||||||||||
| Rich Baruch | |||||||||||||||||||||
| qualifying non-change in control termination | $ | 325,000 | $ | 292,055 | $ | 15,824 | — | $ | 632,879 | ||||||||||||
| termination due to death or disability | — | $ | 292,055 | — | — | $ | 292,055 | ||||||||||||||
| change in control with equity assumption or substitution | — | — | — | — | — | ||||||||||||||||
| change in control without equity assumption or substitution | — | — | — | $ | 988,349 | $ | 988,349 | ||||||||||||||
| qualifying change in control termination | $ | 325,000 | $ | 292,055 | $ | 15,824 | $ | 988,349 | $ | 1,621,228 | |||||||||||
| Mandy Fields | |||||||||||||||||||||
| qualifying non-change in control termination | $ | 350,000 | $ | 350,000 | $ | 377 | — | $ | 700,377 | ||||||||||||
| termination due to death or disability | — | $ | 350,000 | — | — | $ | 350,000 | ||||||||||||||
| change in control with equity assumption or substitution | — | — | — | — | — | ||||||||||||||||
| change in control without equity assumption or substitution | — | — | — | $ | 1,288,351 | $ | 1,288,351 | ||||||||||||||
| qualifying change in control termination | $ | 350,000 | $ | 350,000 | $ | 377 | $ | 1,288,351 | $ | 1,988,728 | |||||||||||
| Josh Franks | |||||||||||||||||||||
| qualifying non-change in control termination | $ | 325,000 | $ | 64,110 | $ | 21,216 | — | $ | 410,326 | ||||||||||||
| termination due to death or disability | — | $ | 64,110 | — | — | $ | 64,110 | ||||||||||||||
| change in control with equity assumption or substitution | — | — | — | — | — | ||||||||||||||||
| change in control without equity assumption or substitution | — | — | — | $ | 626,808 | $ | 626,808 | ||||||||||||||
| qualifying change in control termination | $ | 325,000 | $ | 64,110 | $ | 21,216 | $ | 626,808 | $ | 1,037,134 | |||||||||||
| Scott Milsten | |||||||||||||||||||||
| qualifying non-change in control termination | $ | 325,000 | $ | 292,055 | $ | 49,216 | — | $ | 666,271 | ||||||||||||
| termination due to death or disability | — | $ | 292,055 | — | — | $ | 292,055 | ||||||||||||||
| change in control with equity assumption or substitution | — | — | — | — | — | ||||||||||||||||
| change in control without equity assumption or substitution | — | — | — | $ | 1,652,303 | $ | 1,652,303 | ||||||||||||||
| qualifying change in control termination | $ | 325,000 | $ | 292,055 | $ | 49,216 | $ | 1,652,303 | $ | 2,318,574 | |||||||||||
| (1) | Assumes that the named executive officer elected to receive COBRA premiums for himself or herself and his or her eligible dependents for the applicable post-termination period. Ms. Fields is only enrolled in our dental and vision health insurance plans and not currently enrolled in our medical health insurance plan. | ||||||||||||||||||||
| Mandy Fields | |||||||||||||||||
| benefit | qualifying termination absent a change in control | termination due to death or disability | change in control with equity assumption or substitution | change in control without equity assumption or substitution | qualifying change in control termination | ||||||||||||
| Continued Base Salary | $350,000 | — | — | — | $ 350,000 | ||||||||||||
| Pro—Rated Annual Cash Incentive | $350,000 | $350,000 | — | — | $ 350,000 | ||||||||||||
Continued Benefits(1) | $ 373 | — | — | — | $ 373 | ||||||||||||
Equity Acceleration(2) | — | — | — | $23,720,604 | $23,720,604 | ||||||||||||
| Total | $700,373 | $350,000 | — | $23,720,604 | $24,420,977 | ||||||||||||
| Josh Franks | |||||||||||||||||
| benefit | qualifying termination absent a change in control | termination due to death or disability | change in control with equity assumption or substitution | change in control without equity assumption or substitution | qualifying change in control termination | ||||||||||||
| Continued Base Salary | $325,000 | — | — | — | $ 325,000 | ||||||||||||
| Pro—Rated Annual Cash Incentive | $325,000 | $325,000 | — | — | $ 325,000 | ||||||||||||
Continued Benefits(1) | $ 23,740 | — | — | — | $ 23,740 | ||||||||||||
Equity Acceleration(2) | — | — | — | $20,132,924 | $20,132,924 | ||||||||||||
| Total | $673,740 | $325,000 | — | $20,132,924 | $20,806,664 | ||||||||||||
| ||
| |||||||||||||||
| Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes | ||||||||||||||||||||||
| Kory Marchisotto | |||||||||||||||||
| benefit | qualifying termination absent a change in control | termination due to death or disability | change in control with equity assumption or substitution | change in control without equity assumption or substitution | qualifying change in control termination | ||||||||||||
| Continued Base Salary | $325,000 | — | — | — | $ 325,000 | ||||||||||||
| Pro—Rated Annual Cash Incentive | $325,000 | $325,000 | — | — | $ 325,000 | ||||||||||||
Continued Benefits(1) | $ 25,038 | — | — | — | $ 25,038 | ||||||||||||
Equity Acceleration(2) | — | — | — | $19,556,602 | $19,556,602 | ||||||||||||
| Total | $675,038 | $325,000 | — | $19,556,602 | $20,231,640 | ||||||||||||
| Scott Milsten | |||||||||||||||||||||||
| benefit | qualifying termination absent a change in control | termination due to death or disability | change in control with equity assumption or substitution | change in control without equity assumption or substitution | qualifying change in control termination | ||||||||||||||||||
| Continued Base Salary | $325,000 | — | — | — | $ 325,000 | ||||||||||||||||||
| Pro—Rated Annual Cash Incentive | $325,000 | $325,000 | — | — | $ 325,000 | ||||||||||||||||||
Continued Benefits(1) | $ 55,044 | — | — | — | $ 55,044 | ||||||||||||||||||
Equity Acceleration(2) | — | — | — | $19,879,084 | $19,879,084 | ||||||||||||||||||
| Total | $705,044 | $325,000 | — | $19,879,084 | $20,584,128 | ||||||||||||||||||
| (1) | Assumes that the named executive officer elected to receive COBRA premiums for himself or herself and his or her eligible dependents for the applicable post-termination period based on his or her benefit plan participation as of March 31, 2023. As of March 31, 2023, Ms. Fields was only enrolled in our vision health insurance plans and not enrolled in our medical health insurance plan. | ||||||||||||||||||||||
| (2) | Represents (i) for accelerated RSUs and time-vesting restricted stock awards, the market value of time-vesting restricted stock and shares underlying RSUs as of March 31, 2023, based on the closing price of our common stock on that date of $82.35 per share (as reported on the NYSE), (ii) for accelerated FY 2022 PSUs, the market value of shares underlying the FY 2022 PSUs as of March 31, 2023, based on the closing price of our common stock on that date of $82.35 per share (as reported on the NYSE) and assuming achievement at maximum level with the potential uplift, (iii) for accelerated FY 2023 PSUs, the market value of shares underlying the FY 2023 PSUs as of March 31, 2023, based on the closing price of our common stock on that date of $82.35 per share (as reported on the NYSE) and assuming achievement at maximum level with the potential uplift, and (iv) for accelerated stock options, the positive spread, if any, between the closing price of our common stock on that date of $82.35 per share (as reported on the NYSE) and the applicable stock option exercise price. These amounts do not reflect the amount the named executive officer has actually realized or will realize from the equity awards upon the vesting thereof or the sale of the shares underlying such equity awards. | ||||||||||||||||||||||
Chief Executive Officer Pay Ratio
Pursuant to Item 402(u) of Regulation S-K and Section 953(b) of the Dodd-Frank Act, presented below is the ratio of the annual total compensation committee interlocksof our Chief Executive Officer to the annual total compensation of our median employee (excluding our Chief Executive Officer). The ratio is a reasonable estimate calculated in a manner consistent with SEC requirements. The SEC’s rules for identifying the median employee and insider participationcalculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported below because companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own ratios.
For FY 2023:
•the median of the annual total compensation of all employees (other than our Chief Executive Officer) was $122,207;
•the annual total compensation of our Chief Executive Officer was $5,634,119; and
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•based on this information, for FY 2023, the ratio of the annual total compensation of our Chief Executive Officer to the median of the annual total compensation of employees was approximately 46 to 1. This pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K.
To identify the median of the annual total compensation of all our employees (and determine the “median employee”) (but not to calculate annual total compensation for purposes of the pay ratio), we used the following methodology and the material assumptions, adjustments, and estimates:
•we selected March 31, 2023 (which is a date within the last three months of our last completed fiscal year) (the “median employee determination date”), as the date upon which we would identify the median employee;
•as of the median employee determination date, our employee population consisted of 383 individuals (other than our Chief Executive Officer), including our employees located in the United States and international locations (including over 10 employees in the UK and over 70 employees in China)—all of these employees were included when identifying our “median employee”;
•we used the following compensation measure based on payroll and equity plan records for all active employees as of the median employee determination date:
◦for permanent, full-time employees (other than hourly employees), we used (i) the employee’s annual base salary for FY 2023 on an annualized basis and as in effect on the median employee determination date, (ii) the employee’s target annual cash incentive amount for FY 2023 (assuming payout at 100% of target), and (iii) the grant date fair value of the employee’s equity awards awarded in FY 2023 (or committed in FY 2023 to award if the employee’s new hire date was after the last equity grant date in FY 2023);
◦for hourly and/or temporary employees, we used (i) actual pay for FY 2023, (ii) any bonus paid in FY 2023, and (iii) the grant date fair value of any equity awards granted in FY 2023; and
◦for employees who received compensation denominated in a foreign currency, we converted those amounts to U.S. dollars using the exchange rate as of the median employee determination date.
Our “median employee” (as determined using the methodology and the material assumptions, adjustments and estimates described above) is an employee located in the UK.
For purposes of calculating the pay ratio:
•with respect to the annual total compensation of the “median employee,” we identified and calculated the elements of such employee’s compensation for FY 2023 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K (i.e., on the same basis that we calculated the annual total compensation for our Chief Executive Officer as shown in the Summary Compensation Table); and
•with respect to the annual total compensation for our Chief Executive Officer, we used the amount reported in the “Total” column for “2023” row in the Summary Compensation Table.
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Pay vs. Performance
In accordance with the rules adopted pursuant to the Dodd-Frank Act, we provide the following disclosure regarding executive compensation paid to our principal executive officer (“PEO”) and our named executive officers other than our PEO (our “non-PEO named executive officers” or “Non-PEO NEOs”) and our performance for the fiscal years listed below. The material that follows is provided in compliance with these rules and does not represent amounts actually paid to, or received by, our named executive officers. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the fiscal years shown.
summary compensation table total for PEO(¹) ($) | compensation actually paid to PEO(1) (2) (3) ($) | average summary compensation table total for non-PEO named executive officers(1) ($) | average compensation actually paid to non-PEO named executive officers(1) (2) (3) ($) | value of initial fixed $100 investment based on:(4) | net income (in thousands) | Adjusted EBITDA(5) (in thousands) | |||||||||||||||||||||||
| year | TSR ($) | peer group TSR ($) | |||||||||||||||||||||||||||
| (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | |||||||||||||||||||||
| 2023 | $5,634,119 | $28,739,433 | $2,868,951 | $14,200,443 | $836.89 | $150.29 | $61,530 | $116,781 | |||||||||||||||||||||
| 2022 | $5,234,197 | $ 4,683,181 | $2,120,558 | $ 1,913,775 | $262.50 | $186.96 | $21,770 | $ 74,687 | |||||||||||||||||||||
| 2021 | $5,448,919 | $21,370,632 | $1,907,226 | $ 5,551,738 | $272.66 | $170.29 | $ 6,232 | $ 61,078 | |||||||||||||||||||||
(1)Tarang Amin, our Chief Executive Officer, was our PEO for each year represented. The individuals comprising the non-PEO named executive officers for each year presented are listed below.
| 2021 | 2022 | 2023 | ||||||||||||||||||||||||
| Mandy Fields | Mandy Fields | Mandy Fields | ||||||||||||||||||||||||
| Rich Baruch | Josh Franks | Josh Franks | ||||||||||||||||||||||||
| Kory Marchisotto | Kory Marchisotto | Kory Marchisotto | ||||||||||||||||||||||||
| Scott Milsten | Rich Baruch | Scott Milsten | ||||||||||||||||||||||||
(2)The amounts shown in the “Compensation Actually Paid” column have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized or received by our named executive officers. These amounts reflect the amounts shown in the “Total” columns set forth in the Summary Compensation Table with certain adjustments as described in footnote 3. In this section, the term “Compensation Actually Paid” refers to the amounts shown in the “Compensation Actually Paid” column and does not refer to amounts actually paid to, or received by, our named executive officers.
(3)The amounts shown in the “Compensation Actually Paid” column reflect the exclusions and inclusions of certain amounts for the PEO and the Non-PEO named executive officers as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the “Exclusion of Stock Awards” column are the totals from the “Stock Awards” columns set forth in the Summary Compensation Table.
| year | summary compensation table total for PEO | exclusion of stock awards for PEO | inclusion of equity values for PEO | compensation actually paid to PEO | ||||||||||
| 2023 | $5,634,119 | $(4,199,619) | $27,304,933 | $28,739,433 | ||||||||||
| 2022 | $5,234,197 | $(3,799,697) | $ 3,248,681 | $ 4,683,181 | ||||||||||
| 2021 | $5,448,919 | $(3,999,900) | $19,921,613 | $21,370,632 | ||||||||||
| year | average summary compensation table total for non-PEO named executive officers | average exclusion of stock awards for non-PEO named executive officers | average inclusion of equity values for non-PEO named executive officers | average compensation actually paid to non-PEO named executive officers | ||||||||||
| 2023 | $2,868,951 | $(2,199,826) | $13,531,318 | $14,200,443 | ||||||||||
| 2022 | $2,120,558 | $(1,499,808) | $ 1,293,025 | $ 1,913,775 | ||||||||||
| 2021 | $1,907,226 | $(1,287,406) | $ 4,931,918 | $ 5,551,738 | ||||||||||
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The amounts in the “Inclusion of Equity Awards” column in the tables above are derived from the amounts set forth in the following tables:
| year | year-end fair value of equity awards granted during year that remained unvested as of last day of year for PEO | change in fair value from last day of prior year to last day of year of unvested equity awards for PEO | vesting-date fair value of equity awards granted during year that vested during year for PEO | change in fair value from last day of prior year to vesting date of unvested equity awards that vested during year for PEO | fair value at last day of prior year of equity awards forfeited during year for PEO | total — inclusion of equity values for PEO | ||||||||||||||
| 2023 | $13,139,766 | $10,190,161 | — | $3,975,006 | — | $27,304,933 | ||||||||||||||
| 2022 | $ 3,559,890 | $ (504,503) | — | $ 193,294 | — | $ 3,248,681 | ||||||||||||||
| 2021 | $ 6,407,004 | $ 6,989,578 | — | $6,525,031 | — | $19,921,613 | ||||||||||||||
| year | average year-end fair value of equity awards granted during year that remained unvested as of last day of year for non-PEO named executive officers | average change in fair value from last day of prior year to last day of year of unvested equity awards for non-PEO named executive officers | average vesting-date fair value of equity awards granted during year that vested during year for non-PEO named executive officers | average change in fair value from last day of prior year to vesting date of unvested equity awards that vested during year for non-PEO named executive officers | average fair value at last day of prior year of equity awards forfeited during year for non-PEO named executive officers | total — average inclusion of equity values for non-PEO named executive officers | ||||||||||||||
| 2023 | $6,882,814 | $5,141,613 | — | $1,506,891 | — | $13,531,318 | ||||||||||||||
| 2022 | $1,405,152 | $ (127,582) | — | $ 15,455 | — | $ 1,293,025 | ||||||||||||||
| 2021 | $2,062,154 | $1,949,962 | — | $ 919,802 | — | $ 4,931,918 | ||||||||||||||
(4)The Peer Group TSR set forth in this table utilizes the S&P 500 Consumer Discretionary Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended March 31, 2023. The comparison assumes $100 was invested for the period starting March 31, 2020, through the end of the listed year in e.l.f. Beauty common stock (NYSE: ELF) and in the S&P 500 Consumer Discretionary Index, respectively. Historical stock performance is not necessarily indicative of future stock performance.
(5) We determined Adjusted EBITDA to be the most important financial performance measure used to link our performance to Compensation Actually Paid to our PEO and non-PEO named executive officers in FY 2023. This performance measure may not have been the most important financial performance measure for FY 2022 or FY 2021, and we may determine a different financial performance measure to be the most important financial performance measure in future years. See Annex A for a reconciliation of net income to Adjusted EBITDA.
Description of Relationship Between PEO and Non-PEO Named Executive Officers Compensation Actually Paid and Our Total Shareholder Return (“TSR”)
The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our non-PEO named executive officers, and our cumulative TSR over the three most recently completed fiscal years.
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Description of Relationship Between PEO and Non-PEO Named Executive Officers Compensation Actually Paid and Net Income
The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our non-PEO named executive officers, and our Net Income during the three most recently completed fiscal years.
Description of Relationship Between PEO and Non-PEO Named Executive Officers Compensation Actually Paid and Adjusted EBITDA
The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our non-PEO named executive officers, and our Adjusted EBITDA during the three most recently completed fiscal years.
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Description of Relationship Between Our TSR and Peer Group TSR
The following chart compares our cumulative TSR over the three most recently completed fiscal years to that of the S&P 500 Consumer Discretionary Index over the same period.
Tabular List of Most Important Financial Performance Measures
The following table presents the financial performance measures that we consider to have been the most important in linking Compensation Actually Paid to all of our named executive officers for FY 2023 to our performance. The measures in this table are not ranked.
| performance measure | ||||||||
| Adjusted EBITDA | ||||||||
| Net Sales | ||||||||
| Market Share Gain | ||||||||
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Compensation Committee Interlocks and Insider Participation
The individuals who served as members of the Compensation Committee during 2019T and FY 2020 were:
2023 were (i) from January 1, 2019March 31, 2022 to January 10, 2019,November 4, 2022 (the effective date of Mr. McGlashanKirk Perry’s resignation from the Board), Mr. Perry and Mr. Wolford;
Mitchell and (ii) from January 10, 2019 to March 13, 2019, Mr. McGlashan (who resigned from our Board on March 13, 2019) and Mr. Perry;
Each member of the Compensation Committee during FY 2023 was determined by our Board to be independent under the applicable rules and regulations of the NYSE relating to compensation committee independence. During 2019T and FY 2020,2023, none of our executive officers served on the compensation committee (or its equivalent) or on the board of directors of another entity where one of our Compensation Committee members was an executive officer.
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EQUITY COMPENSATION PLAN INFORMATION
The following table provides certain information, as of March 31, 2020,2023, with respect to all of the Company’sour equity compensation plans in effect as of March 31, 20202023 (which consist of the 2014 Equity Incentive Plan, the 2016 Equity Incentive Award Plan (as amended)(1), and the 2016 Employee Stock Purchase Plan)Plan(1)). No warrants are outstanding under any of the foregoing plans. All of our equity compensation plans that were in effect as of March 31, 20202023 were adopted with the approval of our stockholders.
| 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)(2) | number of securities remaining available for future issuance under equity compensation plans (c)(3) | ||||||||||||||
Equity Compensation Plans Approved by Stockholders(4)(5) | 3,473,161 | $15.60 | 12,867,424 | ||||||||||||||
| Equity Compensation Plans Not Approved by Stockholders | — | — | — | ||||||||||||||
TOTAL(4)(5) | 3,473,161 | $15.60 | 12,867,424 | ||||||||||||||
| (1) | The 2016 Equity Incentive Award Plan (as amended) 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 calendar year ending in 2026, equal to the lesser of (i) 2% of the shares of stock outstanding on the last day of the immediately preceding calendar year and (ii) such smaller number of shares of common stock as determined by our Board; provided, however, that no more than 22,627,878 shares of common stock may be issued upon the exercise of incentive stock options issued under the 2016 Equity Incentive Award Plan (as amended). 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 calendar year until 2026, equal to the lesser of (i) 1% of the shares of common stock outstanding on the last day of the immediately preceding calendar year and (ii) such smaller number of shares of common stock as determined by our Board; provided, however, no more than 6,788,363 shares of common stock may be issued under the 2016 Employee Stock Purchase Plan, subject to certain adjustments. | ||||||||||||||||
| (2) | 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 PSUs and RSUs because those types of equity awards have no exercise price. | ||||||||||||||||
| (3) | Excludes securities reflected in column (a). | ||||||||||||||||
| (4) | Amount shown in column (a) consists of (i) 1,542,230 shares of common stock underlying outstanding options and (ii) 1,930,931 shares of common stock underlying outstanding RSU and outstanding PSUs (assuming target attainment of performance goals). | ||||||||||||||||
| (5) | Amount shown in column (c) includes 4,897,937 shares that were available for future issuance as of March 31, 2023 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. | ||||||||||||||||
| 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 | 5,564,253 | (3) | $ | 11.16 | 9,966,635 | (4) (5) | |||||
| Equity Compensation Plans Not Approved by Stockholders | — | — | — | ||||||||
| TOTAL | 5,564,253 | (3) | $ | 11.16 | 9,966,635 | (4) (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 and restricted stock awards because RSUs and restricted stock have no exercise price. | ||||||||||
| (2) | Excludes securities reflected in column (a). | ||||||||||
| (3) | Consists of (i) 3,252,485 shares of common stock underlying outstanding options, (ii) 1,124,979 shares of common stock underlying outstanding RSUs, and (iii) 1,128,789 shares of restricted stock awards. | ||||||||||
| (4) | 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 calendar year beginning in 2017 and ending in 2026, equal to the lesser of (i) 4% of the shares of stock outstanding on the last day of the immediately preceding calendar year (starting in calendar year 2021, this reduces to 2% of the shares of stock outstanding on the last day of the immediately preceding calendar year) and (ii) such smaller number of shares of common stock as determined by our Board; provided, however, that no more than 22,627,878 shares of common 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 calendar year beginning in 2017 and ending in 2026, equal to the lesser of (i) 1% of the shares of common stock outstanding on the last day of the immediately preceding calendar year and (ii) such smaller number of shares of common stock as determined by our Board; provided, however, no more than 6,788,363 shares of common stock may be issued under the 2016 Employee Stock Purchase Plan, subject to certain adjustments. | ||||||||||
| (5) | Includes 2,322,861 shares that were available for future issuance as of March 31, 2020 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. | ||||||||||
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OUR STOCKHOLDERS
The following table shows certain information regarding the beneficial ownership of the Company’sour common stock as of June 30, 20202023 (except as otherwise noted below) by: (i) each nominee for director; (ii) each of our continuing directors; (iii) each of our named executive officers; (iv) all of our executive officers and directors as a group; and (v) all those known by us to be beneficial owners of more than five percent of our common stock.
Beneficial ownership is determined according to the rules of the SEC and generally means that (i) shares subject to stock options currently exercisable or exercisable within 60 days of the measurement date (regardless of exercise price) and (ii) shares subject to RSUs vesting within 60 days of the measurement date are, in each case, deemed to be outstanding for computing the percentage ownership of the stockholder holding those stock options or RSUs but not for any other stockholder.
Unless otherwise indicated, the address of each beneficial owner listed in the table below is c/o e.l.f. Beauty, Inc., 570 10th Street, Oakland, CA 94607.
| name of beneficial holder | total beneficial ownership (#) | total beneficial ownership (%) (1) | ||||
| greater than 5% stockholder: | ||||||
Tarang Amin (2) | 5,888,846 | 11.5 | % | |||
TPG Growth II Advisors, Inc. (3) | 3,676,418 | 7.3 | % | |||
Champlain Investment Partners, LLC (4) | 3,644,615 | 7.2 | % | |||
The Vanguard Group, Inc. (5) | 3,082,137 | 6.1 | % | |||
Marathon Partners Equity Management, LLC (6) | 2,595,200 | 5.1 | % | |||
| named executive officers and directors: | ||||||
Tarang Amin (2) | 5,888,846 | 11.5 | % | |||
Rich Baruch (7) | 541,100 | 1.1 | % | |||
Mandy Fields (8) | 183,520 | * | ||||
Josh Franks (9) | 75,780 | * | ||||
Scott Milsten (10) | 653,010 | 1.3 | % | |||
| Lori Keith | — | * | ||||
Lauren Cooks Levitan (11) | 66,770 | * | ||||
Richelle Parham (12) | 22,804 | * | ||||
Kirk Perry (13) | 54,313 | * | ||||
Beth Pritchard (14) | 25,194 | * | ||||
Sabrina Simmons (15) | 57,981 | * | ||||
Maureen Watson (16) | 57,080 | * | ||||
Richard Wolford (17) | 71,273 | * | ||||
executive officers and directors as a group (14) (18) | 7,868,532 | 15.0 | % | |||
| * | Represents ownership of less than 1% of the total outstanding shares of common stock. | |||||
| (1) | Based on 50,439,340 shares of common stock outstanding as of the date indicated above. | |||||
| (2) | Consists of (i) 799,166 shares of common stock (including restricted stock awards) held by Mr. Amin, (ii) 924,015 stock options held by Mr. Amin that are exercisable within 60 days of the date indicated above, (iii) 0 RSUs held by Mr. Amin that will vest within 60 days of the date indicated above, and (iv) 4,165,665 shares of common stock held by various family trusts for which Mr. Amin and his wife serve as co-trustees and over which they each have sole investment and voting power. The figure above does not include PSAs granted on June 1, 2020 that vest based upon performance metrics, which will be reported in connection with achievement. | |||||
| name of beneficial holder | total beneficial ownership (#) | total beneficial ownership (%)(1) | ||||||||||||
| Greater than 5% stockholder: | ||||||||||||||
BlackRock, Inc.(2) | 8,562,224 | 15.7 | % | |||||||||||
The Vanguard Group, Inc.(3) | 6,430,052 | 11.8 | % | |||||||||||
| Named executive officers and directors: | ||||||||||||||
Tarang Amin(4) | 2,206,798 | 4.0 | % | |||||||||||
Mandy Fields(5) | 45,160 | * | ||||||||||||
Josh Franks(6) | 44,792 | * | ||||||||||||
Kory Marchisotto(7) | 83,283 | * | ||||||||||||
Scott Milsten(8) | 285,391 | * | ||||||||||||
Tiffany Daniele(9) | 4,897 | * | ||||||||||||
Lori Keith(10) | 18,238 | * | ||||||||||||
Lauren Cooks Levitan(11) | 60,209 | * | ||||||||||||
Kenny Mitchell(12) | 13,440 | * | ||||||||||||
Beth Pritchard(13) | 26,597 | * | ||||||||||||
Gayle Tait(14) | 2,310 | * | ||||||||||||
Maureen Watson(15) | 22,769 | * | ||||||||||||
Richard Wolford(16) | 56,643 | * | ||||||||||||
Executive officers and directors as a group (14)(17) | 2,877,796 | 5.2 | % | |||||||||||
| * | Represents ownership of less than 1% of the total outstanding shares of common stock. | |||||||||||||
| (1) | Based on 54,417,579 shares of common stock outstanding as of the date indicated above. | |||||||||||||
| (2) | Based on a Schedule 13G/A filed with the SEC on January 26, 2023 by BlackRock, Inc. (“BlackRock”). BlackRock is the beneficial owner of 8,562,224 shares of common stock, has sole voting power over 8,401,736 shares of common stock, has shared voting power of 0 shares of common stock, has sole dispositive power over 8,562,224 shares of common stock, and has shared dispositive power over 0 shares of common stock. BlackRock’s address is 55 East 52nd Street, New York, NY 10055. | |||||||||||||
| (3) | Based on a Schedule 13G/A filed with the SEC on February 9, 2023 by The Vanguard Group, Inc. (“Vanguard”). Vanguard is the beneficial owner of 6,430,052 shares of common stock, has sole voting power over 0 shares of common stock, has shared voting power of 84,484 shares of common stock, has sole dispositive power over 6,303,550 shares of common stock, and has shared dispositive power over 126,502 shares of common stock. Vanguard’s address is 100 Vanguard Blvd., Malvern, PA 19355. | |||||||||||||
| 75 | | ||||||||
| (4) | ||||||||||||||
| Consists of (i) | ||||||||||||||
| Consists of (i) | ||||||||||||||
| Consists of (i) | ||||||||||||||
| Consists of (i) | ||||||||||||||
| (8) | Consists of (i) 33,049 shares of common stock (including restricted stock awards) held by Mr. Milsten, (ii) | |||||||||||||
| Consists of (i) | ||||||||||||||
| (10) | Consists of (i) 13,344 shares of common stock held by Ms. Keith, (ii) 0 stock options held by Ms. Keith that are exercisable within 60 days of the date indicated above, and (iii) 4,894 RSUs held by Ms. Keith that will vest within 60 days of the date indicated above. | |||||||||||||
| (11) | Consists of (i) 22,065 shares of common stock held by Ms. Cooks Levitan, (ii) 34,500 stock options held by Ms. Cooks Levitan that are exercisable within 60 days of the date indicated above, | |||||||||||||
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| (12) | Consists of (i) | |||||||||||||
| (13) | Consists of (i) | |||||||||||||
| Consists of (i) | ||||||||||||||
| Consists of (i) | ||||||||||||||
| Consists of (i) | ||||||||||||||
| Consists of (i) | ||||||||||||||
Stockholder Engagement
We are committed to acting in the best interests of itsour stockholders and viewsview ongoing dialogue with stockholders as a critical component of the Company’sour corporate governance program. Members of management and our Board activelyEach year, we engage with the Company’s stockholders through in-persona significant and telephonic meetings throughout the year in order to fully understand their viewpoints concerning the Company, to garner feedback on areas for improvement, and to helpdiverse group of our stockholders better understandon topics important to our performancestockholders as well as e.l.f. Beauty. Such topics may include our business strategy and long-term strategic plan.initiatives, executive compensation, Board composition and governance practices, as well as environmental and social topics such as human capital management, DEI and sustainability. See under the heading “Executive Compensation—Compensation Discussion and Analysis—Executive Summary—Stockholder Feedback / Say-on-Pay Advisory Vote” for information regarding the Compensation Committee’s outreach to obtain our stockholders’ insights on our executive compensation program.
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| Intro | Board | Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes | ||||||||||||||||||||
Management provides our Board with regular updates regarding its stockholder outreach efforts as well as feedback received from stockholders, which helps to influence our policies and practices. We believe our regular engagement with stockholders fosters an open exchange of ideas and perspectives for both the Companye.l.f. Beauty and its stockholders.
ATTN: Investor Relations
570 10th Street
Oakland, California 94607
ir@elfbeauty.com
Stockholder Proposals
In the event that a stockholder desires to have a proposal considered for presentation at the 20212024 annual meeting of stockholders and included in the Company’sour proxy statement and form of proxy used in connection with the 20212024 annual meeting of stockholders, the proposal must be forwarded in writing to our Corporate Secretary and it must comply with the requirements of SEC Rule 14a-8.
Under SEC Rule 14a-8 of the Exchange Act, stockholder proposals must be received not less than 120 calendar days prior to the one-year anniversary of the date the proxy statement was released to stockholders in connection with the previous year's annual meeting, which for the 20212024 annual meeting of stockholders will be March 19, 2021.14, 2024. However, if we hold the 20212024 annual meeting of stockholders more than 30 days before, or more than 60 days after, August 27, 202124, 2024 (the one-year anniversary of the 20202023 annual meeting), we will disclose the deadline by which stockholder proposals to be included in
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our proxy materials must be received under Item 5 of Part II of our earliest possible Quarterly Report on Form 10-Q or, if impracticable, by any other means reasonably determined to inform our stockholders.
If a stockholder, rather than including a proposal in our proxy statement as discussed above, commences his or her own proxy solicitation for the 20212024 annual meeting of stockholders or proposes business for consideration at the 20212024 annual meeting of stockholders, we must receive notice of the proposal between April 29, 202126, 2024 and May 29, 2021.26, 2024. However, if we hold the 20212024 annual meeting of stockholders more than 30 days before or more than 60 days after August 27, 202124, 2024 (the one-year anniversary of the 20202023 annual meeting), we must receive notice of the proposal no later than the 90th day prior to the date of the 20212024 annual meeting of stockholders or, if later, the 10th day following the day we first publicly disclose the date of the 20212024 annual meeting of stockholders. Any such proposal must comply with the requirements of our bylaws, which contain additional requirements about advance notice of stockholder proposals.
Proposals and notices should be submitted in writing to:
e.l.f. Beauty, Inc.
ATTN: Corporate Secretary
570 10th Street
Oakland, California 94607
ATTN: Corporate Secretary
570 10th Street
Oakland, California 94607
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AUDIT MATTERS
þ FOR | Our Board unanimously recommends a vote “FOR” the appointment of Deloitte as our independent registered public accounting firm for FY Our Board, based on the Audit Committee’s assessment of Deloitte’s qualifications and performance, believes the appointment of Deloitte for FY | ||||
Stockholders are being asked to ratify the appointment of Deloitte by the Audit Committee as the Company’se.l.f. Beauty’s independent registered public accounting firm for FY 2021.2024.
In making its selection, the Audit Committee annually reviews Deloitte’s independence, periodically considers whether to rotate the independent registered public accounting firm and considers the advisability and potential impact of selecting a different independent registered accounting firm. Additionally, the Audit Committee monitors the rotation of the partners assigned to our audit engagement team in accordance with applicable laws and rules.
Representatives of Deloitte are expected to attend the 20202023 annual meeting. They will have an opportunity to make a statement if they desire and are expected to be available to respond to appropriate questions.
Neither our bylaws nor other governing documents or law require stockholder ratification of the selection of Deloitte as the Company’sour independent registered public accounting firm. However, our Board is submitting the selection of Deloitte as the Company’sour independent registered public accounting firm to the stockholders for ratification as a matter of good corporate practice.
If the stockholders fail to ratify the appointment, the Audit Committee will reconsider whether or not to retain that firm. Even if the selection is ratified, the Audit Committee in its sole discretion may direct the appointment of different independent auditors at any time during the year if they determine that such a change would be in the best interests of the Companye.l.f. Beauty and its stockholders.
The appointment will be ratified if a majority of votes cast are votes “For” ratification (meaning the number of shares voted “For” must exceed the number of shares voted “Against” in order for this proposal to be approved). Abstentions and broker non-votes are not considered votes cast for this proposal and will have no effect on the vote for this proposal.
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The following table shows the aggregate fees billed to the Companyus by Deloitte, the Company’sour independent registered public accounting firm, for FY 2020, 2019T,2023 and 2018.FY 2022. All fees described were pre-approved by the Audit Committee.
| type of fees | FY 2023 | FY 2022 | |||||||||||||||
Audit Fees(1) | $1,487,000 | $1,392,250 | |||||||||||||||
| Audit-Related Fees | — | — | |||||||||||||||
Tax Fees(2) | — | $ 26,250 | |||||||||||||||
All Other Fees(3) | — | $ 425,000 | |||||||||||||||
| Total | $1,487,000 | $1,843,500 | |||||||||||||||
| (1) | Includes fees related to financial statement audit, quarterly reviews, registration statements and China statutory audit. | ||||||||||||||||
| (2) | Includes fees related to general tax consulting, transfer pricing and uniform capitalization services. | ||||||||||||||||
| (3) | Includes fees related to M&A due diligence services. | ||||||||||||||||
| type of fees | FY 2020 | 2019T | 2018 | ||||||||||
Audit Fees (1) | $ | 985,000 | $ | 365,300 | $ | 1,023,500 | |||||||
Audit-Related Fees (2) | — | — | $ | 112,432 | |||||||||
Tax Fees (3) | $ | 17,825 | $ | 8,320 | $ | 18,491 | |||||||
| All Other Fees | — | — | — | ||||||||||
| TOTAL FEES | $ | 1,002,825 | $ | 373,620 | $ | 1,154,423 | |||||||
| (1) | Includes fees related to financial statement audit, quarterly reviews, registration statements, and China statutory audit. | ||||||||||||
| (2) | For 2018, includes fees related to M&A due diligence services. | ||||||||||||
| (3) | Includes fees related to general tax consulting, transfer pricing, and uniform capitalization services. | ||||||||||||
The Audit Committee has adopted a policy and procedures for the pre-approval of audit and non-audit services rendered by the Company’sour independent registered public accounting firm. Pre-approval may also be given as part of the Audit Committee’s approval of the scope of the engagement of the independent auditor or on an individual, explicit, case-by-case basis before the independent auditor is engaged to provide each service. The pre-approval of services may be delegated to one or more of the Audit Committee’s members, but the decision must be reported to the full Audit Committee at its next scheduled meeting. Actual amounts billed, to the extent in excess of any estimated amounts, are periodically reviewed and approved by the Audit Committee. The Audit Committee pre-approved all services provided by Deloitte for FY 2023 in accordance with this policy.
The Audit Committee has determined that the rendering of the services other than audit services by Deloitte is compatible with maintaining the principal accountant’s independence.
The Audit Committee is comprised of independent directors as required by the listing standards of the NYSE and the SEC rules. At the time of approval of this report, the members of the Audit Committee are Ms. Sabrina Simmons, Ms. Richelle Parham and Mr. Richard Wolford.Wolford, Ms. Tiffany Daniele and Ms. Lori Keith. The Audit Committee operates pursuant to a written charter adopted by the Board.
The role of the Audit Committee is to oversee the Company’se.l.f. Beauty’s financial reporting process on behalf of the Board. Management of the Companye.l.f. Beauty has the primary responsibility for the Company’se.l.f. Beauty’s financial statements as well as the Company’se.l.f. Beauty’s financial reporting process and principles, internal controls and disclosure controls. The independent auditors are responsible for performing an audit of the Company’se.l.f. Beauty’s financial statements and the effectiveness of the Company’se.l.f. Beauty’s internal controls over financial reporting in accordance with standards established by the Public Company Accounting Oversight Board (the “PCAOB”).
In this context, the Audit Committee has reviewed and discussed the audited financial statements of the Company as of and for the transition period ended March 31, 2019 ande.l.f. Beauty as of and for the fiscal year ended March 31, 20202023 with
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management and the independent auditors. The Audit Committee has discussed with the independent auditors the matters required to be discussed by the PCAOB.PCAOB and the SEC.
| 2023 Proxy Statement | 79 | | ||||||
| Intro | Board | Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes | ||||||||||||||||||||
In addition, the Audit Committee has received the written disclosures and the letter from the independent auditors required by the applicable requirements of the PCAOB and the SEC relating to auditorthe independent auditor’s communications with the Audit Committee concerning independence, communications, as currently in effect, and it has discussed with the auditors their independence from the Company.e.l.f. Beauty. The Audit Committee has also considered whether the independent auditor’s provision of non-audit services to the Companye.l.f. Beauty is compatible with maintaining the auditor’s independence.
Based on the reports and discussions above, the Audit Committee recommended to the Board that the audited financial statements be included in the Company’se.l.f. Beauty’s Annual Report on Form 10-K for the fiscal year ended March 31, 2020.2023.
AUDIT COMMITTEE
The report of the Audit Committee will not be deemed to be “soliciting material” or to otherwise be considered “filed” with the SEC, nor shall such information be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the Companye.l.f. Beauty specifically incorporates it by reference into suchthat filing.
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ADDITIONAL INFORMATION
To access the 20202023 annual meeting, please visit www.meetingcenter.io/285699127 meetnow.global/MAYY2PMon August 27, 202024, 2023.The password for the 2020 annual meeting is “ELF2020”.
Stockholders of record as of July 6, 20205, 2023 and beneficial owners of the Company’sour common stock as of July 6, 20205, 2023 may attend, participate in, and vote by online ballot at, the 20202023 annual meeting. Instructions for registering for, and participating in, the 20202023 annual meeting are detailed below. Guests and other stockholders may listen to (but not participate in)attend the 20202023 annual meeting by visiting the virtual meeting website and joining as a guest.guest—guests, however, may not have the opportunity to ask questions at the 2023 annual meeting.
You are a stockholder of record if your shares were registered directly in your name with the transfer agent for our common stock, Computershare, Inc. (“Computershare”), as of July 6, 2020.5, 2023. Stockholders of record as of July 6, 20205, 2023 do not need to register to participate in or vote by online ballot at the 20202023 annual meeting. Your individual control number, which you will need to participate in or vote by online ballot at the virtual meeting, is included on your proxy card or Notice of Internet Availability of Proxy Materials.
If your shares were held not in your name, but rather in an account at a brokerage firm, bank, dealer, or other similar organization, trustee, or nominee (generally referred to in this proxy statementProxy Statement as a “broker”), as of July 6, 2020,5, 2023, then you are the beneficial owner of shares held in “street name”.name.”
Beneficial owners as of July 6, 20205, 2023 must register in advance (and obtain an individual control number) if they wish to participate in or vote by online ballot at the 20202023 annual meeting.
To register for the 20202023 annual meeting and receive your individual control number, you must first obtain a “legal proxy” from your broker—follow the instructions included in the voting instruction form or contact your broker to request a legal proxy. The voting instruction form you received in connection with the 20202023 annual meeting is not a legal proxy. Please note requesting a legal proxy from your broker will revoke any vote by proxy you might have previously executed, and your shares will only be represented with respect to the proposals if you vote by online ballot at the 20202023 annual meeting.
You must submit your legal proxy showing your ownership of the Company’sour common stock as of July 6, 2020,5, 2023, and your name and email address to Computershare. Requests for registration must be labeled as “Legal Proxy” and be received no later than August 24, 2020.22, 2023. You will receive a confirmation of your registration by email after Computershare receives your registration information.
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Requests for registration for the 20202023 annual meeting should be directed to Computershare as follows:
•By email. Forward the email from your broker (or attach an image of your legal proxy showing your ownership of the Company’sour common stock as of July 6, 2020)5, 2023 to legalproxy@computershare.com. Please include your name and email address as well.
•By mail. Send a copy of your legal proxy showing your ownership of the Company’sour common stock as of July 6, 20205, 2023 and your name and email address to:
Computershare
e.l.f. Beauty Legal Proxy
P.O. Box 43001
Providence, RI 02940-3001
Our Board does not presently intend to bring any business other than the proposals listed in the Notice of Annual Meeting of Stockholders and this proxy statementProxy Statement before the 20202023 annual meeting, and so far as is known to it, nodoes not know of any other business is to be brought before the 20202023 annual meeting except as listed in the Notice of Annual Meeting of Stockholders and this proxy statement. As toProxy Statement. If any additional business that may properly come before the 20202023 annual meeting, however, it is the intention of each person named as a proxy holder in the proxy card towill vote on those mattersany such business in accordance with his or her best judgment.
In our filings with the SEC, information is sometimes “incorporated by reference.” This means that we refer you to information previously filed with the SEC that should be considered as part of the particular filing. Website addresses includedAs provided under SEC rules, the Audit Committee Report and the Compensation Committee Report contained in this proxy statementProxy Statement specifically are not incorporated by reference into any other filings with the SEC, are not deemed to be “soliciting material” and are not deemed “filed” with the SEC, except to the extent that we specifically incorporate any such material by reference into that other filing.
In addition, we have included certain website addresses in this Proxy Statement. Those website addresses are intended to provide inactive, textual references only and the information on those websites is not part of this proxy statement.Proxy Statement.
We encourage our stockholders to read our annual report for the fiscal year ended March 31, 2020 (the “2020FY 2023 (our “2023 Annual Report”) for information regarding our performance in FY 2020.2023. Our 20202023 Annual Report has been made available to our stockholders at www.edocumentview.com/ELF and posted on our investor relations website at https://investor.elfcosmetics.com/investor.elfbeauty.com/stock-and-financial/Annual-Report-and-Proxy-Statementlatest-annual-report-and-proxy-statement.
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| e.l.f. Beauty, Inc. ATTN: Investor Relations 570 10th Street Oakland, California 94607 | ||
The proxy is solicited on behalf of our Board, and we are paying for the cost of the proxy solicitation process. Proxies may be solicited by mail, the Internet, telephone, personal contact, email, other electronic channels of communication or otherwise, and may also be solicited by directors, officers and employees. No additional compensation will be paid to our directors, officers or other employees for soliciting proxies.
We also will request brokers and fiduciaries to forward proxy materials to the beneficial owners of shares of our stock as of the record date and will reimburse them for the cost of forwarding the proxy materials in accordance with customary practice.
Due to the small number of stockholders of record and cost to implement, we no longer provide “householding” of our proxy materials. Every stockholder of record, regardless of whether that stockholder of record has the same address and last name of another stockholder of record, will receive a Notice of Internet Availability of Proxy Materials or, if requested, one copy of our proxy materials.
If you are a beneficial owner of shares, and you share an address with other beneficial owners, your broker is permitted to deliver a single copy of our proxy materials to your address, unless you otherwise request separate copies from your broker.
This proxy statement contains forward-looking statements within the meaning of the federal securities laws. These forward-looking statements are based on management's current expectations, estimates, forecasts, projections, beliefs and assumptions and are not guarantees of future performance. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, actual results and the timing of selected events may differ materially from those expectations. Factors that could cause actual results to differ materially from those in the forward-looking statements include, among other things, the risks and uncertainties that are described in our 2020 Annual Report, as updated from time to time in the Company's SEC filings. Potential investors are urged to consider these factors carefully in evaluating the
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Adjusted EBITDA excludes costsexpense or gainsincome related to restructuring of operations, stock-based compensation, loss on extinguishment of debt and other non-cash and non-recurring costs.
items. Such other non-cash or non-recurring items historically
| 83 | | ||||||||
include legal settlements, pre-launch costs to develop the Company’s brand, Keys Soulcare, third-party costs related to M&A due diligence, and amortization of internal-use software costs related to cloud applications.
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| Intro | Board | Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes | ||||||||||||||||||||
QUESTIONS AND ANSWERS
Why did iI receive a notice regarding the availability of proxy materials on the internetInternet instead of a full set of proxy materials?
Under SEC rules, we have elected to provide access to our proxy materials over the Internet.
On or about July 17, 2020,12, 2023, we will mail a Notice of Internet Availability of Proxy Materials to our stockholders of record as of July 6, 20205, 2023 directing stockholders to a website where they can access the proxy materials and view instructions on how to vote their shares via the Internet.
If you received the Notice of Internet Availability of Proxy Materials only and would like to receive a paper copy of the proxy materials, please follow the instructions in the Notice of Internet Availability of Proxy Materials to request that a paper copy be mailed to you. We encourage stockholders to take advantage of the availability of our proxy materials on the Internet to help reduce the environmental impact of the 20202023 annual meeting.
These proxy materials are being made available to you in connection with the solicitation of proxies by our Board for the 20202023 annual meeting to be held virtually on August 27, 202024, 2023 at 8:30 a.m. Pacific time.
What does it mean if iI receive more than one noticeNotice of internet availabilityInternet Availability of proxy materialsProxy Materials or more than one set of proxy materials?
If you receive more than one Notice of Internet Availability of Proxy Materials or one set of proxy
materials, your shares may be registered in more than one name or in different accounts. Please follow the voting instructions in each Notice of Internet Availability of Proxy Materials or each set of proxy materials to ensure that all of your shares are voted.
The proxy materials are available at www.edocumentview.com/ELF.
The information included in this proxy statementProxy Statement relates to the election of directors and other proposals to be voted upon at the 20202023 annual meeting, the voting process, the compensation of directors and our named executive officers, and certain other required information. The proxy materials also include our 20202023 Annual Report.
No. The 20202023 annual meeting will only be held virtually online. To access the 20202023 annual meeting, please visit www.meetingcenter.io/285699127 meetnow.global/MAYY2PMon August 27, 202024, 2023.The password for the 2020 annual meeting is “ELF2020”.
Please see under the heading “additional information—important information regardingAdditional Information—Important Information Regarding the virtual meetingVirtual Meeting” for additional information on how to register and attend the 2020 annual meeting.
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Who may attend the 20202023 annual meeting?
All stockholders of record as of July 6, 2020,5, 2023, beneficial owners of shares as of July 6, 2020,5, 2023, holders of valid proxies for those stockholders, and other persons invited by us may attend the 20202023 annual meeting.
You are a stockholder of record if your shares were registered directly in your name with the transfer agent for our common stock, Computershare, as of July 6, 2020.5, 2023.
If your shares were held not in your name, but rather in an account at a broker, as of July 6, 2020,5, 2023, 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 20202023 annual meeting.
Please see under the heading “additional information—important information regardingAdditional Information—Important Information Regarding the virtual meetingVirtual Meeting” for information on how to register and attend the 20202023 annual meeting.
There are fourthree proposals to be voted on at the 20202023 annual meeting:
What if another matter (other than the proposals listed in this proxy statement)Proxy Statement) is properly brought before the 20202023 annual meeting?
Our Board knows of no other matters that will be presented for consideration at the 20202023 annual meeting. If any other matters are properly brought before the 20202023 annual meeting or any postponement or adjournment thereof, it is the intention of each person named as a proxy holder in the proxy card to vote on those matters in accordance with his or her best judgment.
If a nominee is unable to stand for election, our Board may reduce the number of directors on our Board or it may name a substitute nominee. If a substitute is named, shares represented by properly executed proxies may be voted for the substitute nominee.
Our Board unanimously recommends that you vote your shares as follows:
•“FOR” all of the three Class I director nominees named in this proxy statementProxy Statement and listed on the proxy card or voting instruction form (Proposal 1);
•“FOR” the approval, on an advisory basis, of the compensation forpaid to our named executive officers (Proposal 2);
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•“FOR” the ratification of the appointment of Deloitte as our independent registered public accounting firm for FY 20212024 (Proposal 4)3).
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| Intro | Board | Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes | ||||||||||||||||||||
Does my vote matter?
YES, YOUR VOTE IS IMPORTANT.
We are required to obtain stockholder approval for the election of Class I directors and other important matters. Each share of common stock is entitled to one vote and every share voted has the same weight. In order for the Companye.l.f. Beauty to obtain the necessary stockholder approval of proposals, a “quorum” of stockholders (a majority of the issued and outstanding shares entitled to vote at the meeting) must be represented at the 20202023 annual meeting in person or by proxy.
If a quorum is not obtained, the Companye.l.f. Beauty must postpone the 20202023 annual meeting and solicit additional proxies. This is an expensive and time-consuming process.
Voting by proxy is important for us to obtain a quorum, hold the meeting, and complete the stockholder vote.
You may vote your shares by proxy through the Internet, by proxy by telephone or by proxy by mail as indicated on the Notice of Internet Availability of Proxy Materials, proxy card or voting instruction form. You may also vote using the online ballot at the 20202023 annual meeting. All shares entitled to vote and represented by properly executed proxies received before the polls are closed at the 20202023 annual meeting, and not revoked or superseded, will be voted at the 20202023 annual meeting in accordance with the instructions indicated on those proxies.
Whether or not you plan to attend the 20202023 annual meeting, we urge you to vote by proxy through the Internet, by proxy by telephone or using a proxy card or voting instruction form to ensure your vote is counted. You may still attend the 20202023 annual meeting and vote by ballot even if you have already voted by proxy.
Voting procedures based on how your shares are held are described below.
Stockholders of record
•To vote by proxy through the Internet, go to www.envisionreports.com/ELF. You will be asked to provide your individual control number.
•To vote by proxy by telephone, call 1-800-652-VOTE (8683) within the U.S.,United States, U.S. territories, and Canada.
•To vote by mail, please request a full set of proxy materials (if you do not already have a full set) and then simply complete, sign, and date the enclosed proxy card and return it promptly in the postage-paid envelope. If we receive your properly executed proxy card before the 20202023 annual meeting, we will vote your shares as directed by your proxy card.
•To vote by online ballot at the 20202023 annual meeting, attend the 20202023 annual meeting and vote your shares using the online ballot on the virtual meeting website.
Beneficial owners of shares
•You should have received a voting instruction form containing voting instructions from your broker rather than from us. Follow the detailed instructions in the voting instruction form to ensure that your vote is counted.
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•You may also vote by proxy thoughthrough the Internet or by proxy by telephone as instructed by your broker.
•If you wish to vote by online ballot at the 20202023 annual meeting, you must obtain a “legal proxy” from your broker to vote. Follow the instructions included with the voting instruction form or contact your broker to request a “legal proxy”.
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proxy.” The voting instruction form you received in connection with the 20202023 annual meeting is not a legal proxy. Please note requesting a legal proxy from your broker will revoke any vote by proxy you might have previously executed, and your shares will only be represented with respect to the proposals if you vote by online ballot at the 20202023 annual meeting.
Please see under the heading “additional information—important information regardingAdditional Information—Important Information Regarding the virtual meetingVirtual Meeting” for information on how to register and attend the 20202023 annual meeting.
July 6, 2020.5, 2023.
On each matter to be voted upon, each holder of shares of common stock is entitled to one vote for each share of common stock held as of July 6, 2020.5, 2023.
Stockholders as of July 6, 20205, 2023 are entitled to vote on all items properly presented at our 2020the 2023 annual meeting. On July 6, 2020, 50,451,3405, 2023, 54,417,579 shares of our common stock were issued and outstanding and entitled to vote. Every stockholder is entitled to one vote for each share of common stock held on July 6, 2020.
5, 2023.Stockholders of record as of July 6, 20205, 2023 may vote by online ballot at the 20202023 annual meeting.
If you held your shares through a broker, you may not vote your shares by online ballot at the 20202023 annual meeting unless you provide a legal proxy from your broker.
Follow the instructions included with the voting instruction form or contact your broker to request a legal proxy. The voting instruction form you received in connection with the 20202023 annual meeting is not a legal proxy. Please note requesting a legal proxy from your broker will revoke any vote by proxy you might have previously executed, and your shares will only be represented with respect to the proposals if you vote by online ballot at the 20202023 annual meeting.
Whether or not you plan to attend the 20202023 annual meeting, we urge you to vote by proxy through the Internet, vote by proxy by telephone, or sign, date and return a proxy card or voting instruction form to ensure your vote is counted.
Election of three Class I directors. Director nominees will be elected by the vote of a plurality of the votes cast at the 20202023 annual meeting. A plurality voting standard means that the three nominees receiving the most “For” votes will be elected. “Withhold” votes and broker non-votes are not considered votes cast for this purpose and will have no effect on the election of the nominees.
Advisory vote on compensation forpaid to our named executive officers. This proposal will be decided by a majority of the votes cast. This means that the number of shares voted “For” must exceed the number of shares
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non-votes are not considered votes cast for this purpose and will have no effect on the vote for this proposal.
Who counts the votes?
Computershare, our transfer agent, has been engaged as our independent agent to tabulate stockholder votes and appointed as the inspector of election.
If you are a beneficial owner of shares and your shares are held by your broker and you do not provide your broker with voting instructions, your shares may constitute “broker non-votes.”
Broker non-votes occur on a matter when a broker is not permitted to vote on that matter without instructions from the beneficial owner and instructions are not given.
Broker non-votes are counted for purposes of determining whether or not a quorum exists for the transaction of business.
A broker is entitled to vote shares held by a beneficial owner on “routine” matters without instructions from the beneficial owner of those shares. However, absent instructions from the beneficial owner, a broker is not entitled to vote shares held for a beneficial owner on "non-routine" matters.
The proposals to be voted on at the 20202023 annual meeting are classified as follows:
| proposal | classification | |||||||
| 1. | Election of | non-routine | ||||||
| 2. | Advisory vote on compensation | non-routine | ||||||
| 3. | ||||||||
| Ratification of appointment of Deloitte as our independent registered public accounting firm | routine | |||||||
If you hold your shares beneficially through a broker, it is critical that you cast your vote if you want it to count for the “non-routine” proposals. If you hold your shares
beneficially through a broker and you do not instruct your broker how to vote for the “non-routine” proposals, no votes will be cast on your behalf for those proposals. Follow the detailed instructions in the enclosed voting instruction form to ensure that your vote is counted.
If you return a signed and dated proxy card or otherwise vote without marking voting selections, your shares will be voted:
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•“FOR” all the nominees listed on the proxy card as Class I directors;
•“FOR” the approval, on an advisory basis, of the compensation for our named executive officers;
•“FOR” the ratification of the appointment of Deloitte as our independent registered public accounting firm for FY 2021.2024.
Yes. You can revoke your proxy at any time before it is exercised at the 20202023 annual meeting.
If you are a stockholder of record, you may revoke your proxy before it is exercised at the 20202023 annual meeting in any one of the following ways:
•you may grant a subsequent proxy through the Internet;
•you may grant a subsequent proxy by telephone;
•you may mail another properly completed proxy card with a later date;
•you may attend the 20202023 annual meeting and vote by online ballot. Simply attending the 2020
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2023 annual meeting will not, by itself, revoke your proxy; or
•you may send a timely written notice that you are revoking your proxy to:
e.l.f. Beauty, Inc.
ATTN: Corporate Secretary
570 10th Street
Oakland, California 94607
Only yourthe latest dated validly executed proxy that you submit (either by mail, phone or the Internet) will be counted.
If you are a beneficial owner of shares and your shares are held by your broker, you should follow the instructions provided by your broker if you wish to change your vote or revoke your proxy.
A “quorum” is the number of shares that must be present, in person or by proxy, in order for business to be conducted at the 20202023 annual meeting. The required quorum for the 20202023 annual meeting is the presence in person or by proxy of the holders of a majority in voting power of the stock issued and outstanding as of the record date and entitled to vote at the 20202023 annual meeting.
As there were 50,451,34054,417,579 shares of our common stock issued, outstanding and entitled to vote as of July 6, 2020,5, 2023, the record date, a quorum will be present for the 20202023 annual meeting if an aggregate of at least 25,225,67127,208,790 shares are present in person or by proxy at the 20202023 annual meeting. If there is no quorum, either the chairperson of the 20202023 annual meeting or a majority in voting power of the stockholders entitled to vote at the 20202023 annual meeting, present in person or represented by proxy, may adjourn the 20202023 annual meeting to another time or place.
If you are a stockholder of record, your shares will be counted towards the quorum only if you submit a valid proxy or vote at the 20202023 annual meeting. If you hold your shares beneficially through a broker, your shares will
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be counted towards the quorum if your broker submits a proxy for your shares at the 20202023 annual meeting, even if that proxy results in a broker non-vote due to the absence of voting instructions from you.
“Withhold” votes, abstentions, and broker non-votes, if any, will be counted for the purpose of determining the presence or absence of a quorum.
We will publishannounce preliminary voting results during the 2023 annual meeting. Final results will be tallied by the inspector of elections at the conclusion of the 2023 annual meeting and we will publish such final results in a Current Report on Form 8-K within four business days following the 2023 annual meeting and publish final results in a Current Report on Form 8-K as soon as practicable following final certification by the inspector of election.meeting.
Representatives of Deloitte, our independent registered public accounting firm for 2019T and FY 2020,2023, are expected to be present at the 20202023 annual meeting and will have the opportunity to make statements, if they so desire, and to respond to appropriate questions.
If a stockholder wishes to have a proposal considered for presentation at the 20212024 annual meeting of stockholders and included in the Company’sour proxy statement and form of proxy used in connection with the 20212024 annual meeting of stockholders, the proposal must be forwarded in writing to our Corporate Secretary, must comply with
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the requirements of SEC Rule 14a-8, and must be received by March 19, 2021.14, 2024. However, if we hold the 20212024 annual meeting of stockholders more than
30 days before or more than 60 days after August 27, 2021,24, 2024, we will publicly disclose the deadline by which stockholder proposals to be included in our proxy materials must be received.
If a stockholder, rather than including a proposal in our proxy statement as discussed above, commences his or her own proxy solicitation for the 20212024 annual meeting of stockholders (including nominating individuals for election to our Board) or proposes business for consideration at the 20212024 annual meeting of stockholders, we must receive notice of the proposal between April 29, 202126, 2024 and May 29, 2021.26, 2024. However, if we hold the 20212024 annual meeting of stockholders more than 30 days before, or more than 60 days after, August 27, 2021,24, 2024, we must receive notice of the proposal no later than the 90th day prior to the date of the 20212024 annual meeting of stockholders or, if later, the 10th day following the day we first publicly disclose the date of the 20212024 annual meeting of stockholders. Any such proposal must comply with the requirements of our bylaws, which contain additional requirements about advance notice of stockholder proposals.
Proposals and notices should be submitted in writing to:
e.l.f. Beauty, Inc.
ATTN: Corporate Secretary
570 10th Street
Oakland, California 94607
ATTN: Corporate Secretary
570 10th Street
Oakland, California 94607
What if my question isn’t listed here?
If your question wasn’t listed here, please contact Innisfree, our proxy solicitor, at 1 (877) 456-3507 (toll free from the U.S. and Canada) or +1 (412) 232-3651 (from other locations).investor relations department at:
e.l.f. Beauty, Inc.
ATTN: Investor Relations
570 10th Street
Oakland, California 94607
ir@elfbeauty.com
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GAAP to non-GAAP reconciliation tablesNon-GAAP Reconciliation Tables
| three months ended March 31, 2018 | three months ended March 31, 2019 | twelve months ended March 31, 2019 | |||||||||
| Net sales | $ | 65,920 | $ | 66,141 | $ | 267,656 | |||||
| Net sales (e.l.f. retail stores) | $ | (3,338 | ) | $ | (1,856 | ) | $ | (12,001 | ) | ||
| Net sales (excluding e.l.f. retail stores) | $ | 62,582 | $ | 64,285 | $ | 255,655 | |||||
| FY 2023 | FY 2022 | FY 2021 | |||||||||||||||
| Net income | $ 61,530 | $21,770 | $ 6,232 | ||||||||||||||
| Interest expense, net | $ 2,018 | $ 2,441 | $ 4,090 | ||||||||||||||
| Income tax provision (benefit) | $ 2,544 | $ 3,661 | $(2,542) | ||||||||||||||
| Depreciation and amortization | $ 18,016 | $22,403 | $21,078 | ||||||||||||||
| EBITDA | $ 84,108 | $50,275 | $28,858 | ||||||||||||||
Restructuring expense (1) | — | $ 50 | $ 2,641 | ||||||||||||||
| Stock-based compensation | $ 29,117 | $19,646 | $19,682 | ||||||||||||||
Loss on extinguishment of debt (2) | $ 176 | $ 460 | — | ||||||||||||||
Other non-cash and non-recurring costs (3) | $ 3,380 | $ 4,256 | $ 9,897 | ||||||||||||||
| Adjusted EBITDA | $116,781 | $74,687 | $61,078 | ||||||||||||||
| (1) | Restructuring expense during FY 2022 and FY 2021 relate to the closure of our manufacturing plant, including impairment of assets, the disposal of excess inventory on hand at the plant, the termination of manufacturing employees and sub lease income. | ||||||||||||||||
| (2) | Loss on extinguishment of debt includes the write-off of existing debt issuance costs and certain fees paid related to the amended credit agreement. | ||||||||||||||||
| (3) | Represents various non-cash or non-recurring items, including proxy contest expenses and other legal settlements, pre-launch costs to develop our brand, Keys Soulcare, acquisition-related costs for Well People, third-party costs related to M&A due diligence, costs related to the automation of certain warehouse and distribution activities, and amortization of internal-use software costs related to cloud applications. | ||||||||||||||||
| twelve months ended March 31, 2019 | FY 2020 | ||||||||
| Net (loss) income | $ | (3,079 | ) | $ | 17,884 | ||||
| Interest expense, net | $ | 7,702 | $ | 6,307 | |||||
| Income (benefit) tax provision | $ | (1,261 | ) | $ | 6,185 | ||||
| Depreciation and amortization | $ | 24,093 | $ | 20,223 | |||||
| EBITDA | $ | 27,455 | $ | 50,599 | |||||
Restructuring expense (income) (1) | $ | 16,859 | $ | (5,982 | ) | ||||
| Stock-based compensation | $ | 16,864 | $ | 15,488 | |||||
Other non-cash and non-recurring costs (2) | $ | 1,261 | $ | 2,505 | |||||
| Adjusted EBITDA | $ | 62,439 | $ | 62,610 | |||||
| (1) | Represents restructuring expense (income) related to the e.l.f. retail store closures. Includes a gain related to settlement of outstanding lease liabilities equal to the difference between the amount of cash disbursed and the outstanding liability at the time of settlement. | ||||||||
| (2) | Represents various non-cash or non-recurring costs, including costs related to the development or acquisition of new brands, including W3LL People in February 2020, as well as the automation of certain warehouse and distribution activities. | ||||||||
Reconciliation of GAAP Net Income to Non-GAAP Adjusted Net Income (unaudited) (in thousands)
| FY 2023 | FY 2022 | FY 2021 | |||||||||||||||
| Net income | $61,530 | $21,770 | $ 6,232 | ||||||||||||||
Restructuring expense (1) | — | $ 50 | $ 2,641 | ||||||||||||||
| Stock-based compensation | $29,117 | $19,646 | $19,682 | ||||||||||||||
Other non-cash and non-recurring items (2) | — | $ 2,765 | $ 9,544 | ||||||||||||||
Loss on extinguishment of debt (3) | $ 176 | $ 460 | — | ||||||||||||||
Amortization of acquired intangible assets (4) | $ 8,122 | $ 8,123 | $ 8,123 | ||||||||||||||
Tax Impact (5) | $(7,132) | $(7,596) | $(9,434) | ||||||||||||||
| Adjusted net income | $91,813 | $45,218 | $36,788 | ||||||||||||||
| (1) | Restructuring expense during FY 2022 and FY 2021 relate to the closure of our manufacturing plant, including impairment of assets, the disposal of excess inventory on hand at the plant, the termination of manufacturing employees and sub lease income. | ||||||||||||||||
| (2) | Represents various non-cash or non-recurring items, including proxy contest expenses and other legal settlements, pre-launch costs to develop our brand, Keys Soulcare, acquisition-related costs for Well People, third-party costs related to M&A due diligence, and costs related to the automation of certain warehouse and distribution activities. | ||||||||||||||||
| (3) | Loss on extinguishment of debt includes the write-off of existing debt issuance costs and certain fees paid related to the amended credit agreement. | ||||||||||||||||
| (4) | Represents amortization expense of acquired intangible assets consisting of customer relationships, trademarks and favorable leases. | ||||||||||||||||
| (5) | Represents the tax impact of the above adjustments. | ||||||||||||||||
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