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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):
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2022 PROXY STATEMENT
&
NOTICE OF ANNUAL MEETING OF
STOCKHOLDERS
August 25, 2022
8:30 a.m., Pacific time
Virtual Meeting
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LETTER FROM OUR CHAIRMAN AND CEO
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We are particularly pleased with our performance given the dynamic environment we saw this past year – a period marked by the continued impacts of the pandemic, a global container imbalance, supply chain disruption and inflationary pressures. We commend the hard work of our team, who rose to the occasion and executed with excellence to drive our business.
We continue to be guided by our purpose – we stand with every eye, lip, face and paw. We have a deep commitment to diversity and inclusion that is exemplified by the diversity of both our employee base and our Board of Directors. In FY 2022, we achieved new milestones on our journey to deliver clean and sustainable products, and memorialized our commitment to transparent ESG practices with the launch of our social impact website on elfbeauty.com.
We believe we are well positioned to deliver stockholder value, while leading with purpose as we strive to make the best of beauty accessible for all.
We are pleased to invite you to attend our 2022 Annual Meeting of Stockholders. Your vote is important to us.
Thank you for your ongoing support of, and continued interest in, e.l.f. Beauty.
Sincerely,
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E.L.F. BEAUTY, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
| ¨ | Preliminary Proxy Statement | |||||||||||
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| ¨ | Definitive Additional Materials | |||||||||||||
| ¨ | Soliciting Material Pursuant to |
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| ¨ | Fee paid previously with preliminary materials. | |||||||||||||
| ¨ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a–6(i)(1) and 0–11. | |||||||||||||
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Dear Fellow Stockholders, Our outstanding results in FY 2023 underscore the power of the |  Tarang Amin Chairman and CEO | |||||||||
 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 top five U.S. Mass Cosmetics brand by a wide margin. In the last year, e.l.f. has been celebrated for the power of our company, brands and disruptive marketing engine. We were named the “2022 Mass Beauty Brand of the Year” by Women’s Wear Daily, one of “The World’s 50 Most Innovative Companies of 2023” by Fast Company, one of the “Top 100 Most Loved Workplaces in 2022” by Newsweek and 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. We also continue to be recognized for our purpose and values as we strive to create a different kind of beauty company, one that is both purpose-led and results-driven. We are one of only four public companies in the U.S. (out of nearly 4,200 public companies) with a Board of Directors that is at least two-thirds women and at least one-third diverse—underscoring our commitment to diversity, equity and inclusion. In FY 2023, we issued our inaugural Impact Report, detailing our ESG initiatives and accomplishments, and how our organization is making a positive impact on people, the planet and our furry friends. As we look ahead, we believe we are still in the early stages of unlocking the full potential we see for e.l.f. Beauty. We believe we are well positioned to deliver stockholder value, with opportunities to continue to grow our market share, expand internationally and further develop e.l.f. SKIN. 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 the agenda for, and provide details regarding admission to, the 2023 annual meeting. We hope you will exercise your rights as a stockholder and fully participate in our future. Your vote is important to us. Thank you for your ongoing support of, and continued interest in, e.l.f. Beauty. Sincerely,  | ||||||||||
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E.L.F. BEAUTY, INC. NOTICE OF ANNUAL MEETING OF STOCKHOLDERS | ||||||||
| when | where | record date | ||||||||||||
| August 24, 2023 at 8:30 a.m., Pacific time | Virtual Meeting meetnow.global/MAYY2PM | July 5, 2023 | ||||||||||||
| items of business | voting recommendation | ||||||||||||||||
| 1. | Elect three Class I directors to serve for a three-year term expiring at our 2026 annual meeting of stockholders. | “FOR” all of the nominees | |||||||||||||||
| 2. | “FOR” | ||||||||||||||||
| 3. | “FOR” | ||||||||||||||||
| 4. | Transact such other business that may properly come before the annual meeting. | ||||||||||||||||
YOUR VOTE IS VERY IMPORTANT! Make your vote count. Please cast your vote as soon as possible, even if you plan to attend our 2023 annual meeting of stockholders (the “2023 annual meeting”). For information about registering, attending, and voting at the 2023 annual meeting, please see under the heading “Additional Information—Important Information Regarding the Virtual Meeting” on page 81 of the proxy statement. | ||||||||
This Notice of Annual Meeting of Stockholders, the accompanying proxy statement and e.l.f.’s Annual Report on Form 10-K for the year ended March 31, 2023 are available at www.edocumentview.com/ELF. On or about July 12, 2023, we expect to mail to stockholders entitled to vote the Notice of Internet Availability containing instructions on how to access our proxy materials for the 2023 annual meeting. | ||||||||
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| Vote by Internet | Vote by Phone | Vote by Mail* | Vote by Ballot | |||||||||||||||||
| Access the website indicated on the Notice of Internet Availability of Proxy Materials, proxy card or voting instruction form. | Call the number on the Notice of Internet Availability of Proxy Materials, proxy card or voting instruction form. | Sign, date and return the proxy card or voting instruction form in the postage-paid envelope. *if you requested paper materials | Attend the 2023 annual meeting and vote your shares using the online ballot. | |||||||||||||||||
| By Order of the Board of Directors, | |||||
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| Scott Milsten | |||||
| General Counsel and Corporate Secretary | |||||
| Oakland, California | |||||
| July 12, 2023 | |||||
| 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. | ||||||||
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| 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 | |||||||
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skin care products.
the competitive beauty market.
![Brands_2000x707[5].jpg](/files/DEF 14A/0001600033-23-000025/elf-20230712_g13.jpg)
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| Intro | Board | Exec. Comp. | Equity Plans | Stockholders | Add’l. Info | Q&A | Annexes | |||||||||||||||||||||||||||||||
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1of 4 Public Companies (out of ~4,200) with | >2/3 Women on Board of Directors | & | >1/3 Diverse Representation on Board of Directors | |||||||||||
| Source: Factset, March 2023. | |||||||
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Employee demographic figures based on our full-time employees as of March 31, |
| key qualification/experience | number of directors | key qualification/experience | number of directors | |||||||||||||||||||||||||||||
89% independent |  | Consumer Products | lllllllll 7 out of 9 |  | Operations | 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 |  | 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 |  | Cybersecurity | lllllllll 2 out of 9 | |||||||||||||||||||||||||||
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| 2 | 2023 Proxy Statement |
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| Intro | Board | Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes | ||||||||||||||||||||
$579million | $62million | $92million | $117million | |||||||||||||||||||||||||||||
Adjusted Net Income(1) | Adjusted EBITDA(2) | |||||||||||||||||||||||||||||||
Highlights from FY 2022
+48% | $ | +103% | +56% | |||||||||||||||||
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Strong Financial Results in a Dynamic Environment
Our results for the fiscal year ended March 31, 2022 (“FY 2022”) underscore e.l.f.’s core value proposition and deep connection with our consumers, as we strengthened our position in a dynamic environment. We grew net sales 23% in FY 2022, with Q4 marking our thirteenth consecutive quarter of net sales growth. e.l.f. Cosmetics continued to gain market share, with 5.9% of the U.S. mass color cosmetics category, up 25 basis points year-over-year. We were the only top five color cosmetics brand to post growth and gain share relative to pre-pandemic levels, by a wide margin.
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9.5% | +270 | #1 | ||||||||||||||||||
market share(3) | basis points(3) | favorite teen brand(4) | ||||||||||||||||||
Continued Progress Against our Five Strategic Imperatives
In FY 2022, we continued our focus on executing our five strategic imperatives to create long-term value for our stockholders, highlights of which are discussed below:
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| See Annex A for a reconciliation of net income to
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| See Annex A for a reconciliation of net income to
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| (3) | According to Nielsen xAOC 12 weeks ending March 25, 2023. | |||||||||||
| (4) | According to the Piper
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| Intro | Board | Exec. Comp. | Equity Plans | Stockholders | Add’l. Info | Q&A | Annexes | |||||||||||||||||||||||||||||||
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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
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| •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. | ||||||||
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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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| 4 | 2023 Proxy Statement | ||||||
| Intro | Board | Exec. Comp. | Equity Plans | Stockholders | Add’l. Info | Q&A | Annexes | |||||||||||||||||||||||||||||||
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Executing our Transformation to a Multi-Brand Portfolio
In FY 2022, we continued to progress on our transformation to a multi-brand company with our portfolio of distinct, yet complementary brands.
We achieved new milestones with Well People, our plant-powered clean beauty brand that we acquired in 2020. In FY 2022, we launched the brand’s first skincare collection, featuring five products with dermatologist-developed formulas, clean and plant-powered ingredients, and sustainably sourced packaging cartons. We expanded shade ranges for some of Well People’s top-selling color cosmetics products to further the brand’s inclusivity. We also expanded our retailer footprint, launching Well People in-line in a subset of Ulta Beauty stores in Spring 2022.
We continued to accelerate trial and consumer awareness for Keys Soulcare, our internally developed lifestyle beauty brand that we launched in 2021 with Alicia Keys. In FY 2022, we expanded our product offerings, continuing the brand’s commitment to dermatologist-developed, clean and cruelty free formulations for the skin and soul, with products inspired by ancient beauty rituals. Keys Soulcare continues to elevate our global retail strategy. We launched the brand in Sephora Canada in Spring 2022 – marking e.l.f. Beauty’s first brand entry into Sephora.
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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. | ||||
| 2023 Proxy Statement | 5 |
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| Intro | Board | Exec. Comp. | Equity Plans | Stockholders | Add’l. Info | Q&A | Annexes | |||||||||||||||||||||||||||||||
| 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 | ||||||
| Intro | Board | Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes | ||||||||||||||||||||
and finned friends alike.
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| Intro | Board | Exec. Comp. | Equity Plans | Stockholders | Add’l. Info | Q&A | Annexes | |||||||||||||||||||||||||||||||
qualified.
 Kenny Mitchell |  Gayle Tait | |||||||||||||
•SVP, Chief Marketing Officer of Levi Strauss & Co. •Director since 2020 •Compensation Committee Member | ||||||||||||||
 �� Tarang Amin |  Tiffany Daniele | |||||||||||||
• Trove •
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|  Maureen Watson | ||||
•Chief Product Officer of Madison Reed, Inc. •Director since 2015 •Nominating & Corporate Governance Committee Member | |||||
| 8 | 2023 Proxy Statement |
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| Intro | Board | Exec. Comp. | Equity Plans | Stockholders | Add’l. Info | Q&A | Annexes | |||||||||||||||||||||||||||||||
 Lori Keith |  Beth Pritchard | |||
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Watson and Mr. Amin and Ms. PritchardMitchell were previously elected to our Board by our stockholders in 2019.2020 and 2021, respectively. Ms. KeithTait was appointed to our Board in July 2020November 2022 to fill a vacancy on our Board created by an increase to the sizeresignation of the Board;Kirk Perry; she is standing for election as a director by stockholders for the first time. Ms. KeithTait was recommended to our Nominating and Corporate Governance Committee and our Board by a security holder. Ms. Daniele was appointed to our Board in May 2022 to fill a vacancy on our Board created by the resignation of Richelle Parham; she is standing for election as a director by stockholders for the first time. Ms. Daniele was recommended to our Nominating and Corporate Governance Committee and our Board by Boardspan Inc., an independent director search firm engaged by the Nominating and Corporate Governance Committee.
elected, each of Mr. Amin,Mitchell, Ms. Keith,Tait and Ms. PritchardWatson will serve until the 20252026 annual meeting of stockholders and until his or her successor is duly elected and qualified, or until his or her earlier death, resignation, or removal; and
Ms. Daniele, upon reclassification by our Board, will serve until the 2024 annual meeting of stockholders and until her successor is duly elected and qualified, or until her earlier death, resignation,disqualification, retirement or removal.
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.
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| Intro | Board | Exec. Comp. | Equity Plans | Stockholders | Add’l. Info | Q&A | Annexes | |||||||||||||||||||||||||||||||
Kenny Mitchell | |||||||||
| Current Occupation and Select Prior Experience •Levi Strauss & Co., a brand-name apparel company ◦SVP, Chief •Snap, Inc., a camera and social media company ◦Chief Marketing Officer (June 2019 to May 2023) •McDonald’s Corporation, a fast food company ◦Vice President, Brand Content and Engagement (February 2018 to June 2019) •Gatorade, a division of ◦Head of Consumer Engagement (March 2015 to February 2018) Other Affiliations/Experience/Information •Nearly 20 years of brand and marketing experience •Member of the
at Dartmouth •
•Advisor to Overtime Elite, a professional basketball league for high schoolers Education • Dartmouth College •M.B.A. from | ||||||||
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Director since: November 2020 | |||||||||
Term ends: 2023 | |||||||||
Committees: Comp. | |||||||||
| Key qualifications: | |||||||||
| Consumer Products | ||||||||
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| We believe Mr. Mitchell’s extensive experience in building iconic brands and driving industry-leading performance through innovative, fully-integrated and award-winning marketing programs provide him with the qualifications and skills to serve as a member of our Board. | |||||||||
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.
| 10 | 2023 Proxy Statement |
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| Intro | Board | Exec. Comp. | Equity Plans | Stockholders | Add’l. Info | Q&A | Annexes | |||||||||||||||||||||||||||||||
Nominees
 Gayle Tait | |||||||||
| 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 ◦Director of CPG (March 2014 to October 2015) • ◦Managing Director for the UK &
2014) Other Affiliations/Experience/Information •
spanning consumer goods, payments, e-commerce and digital marketing •Member of the board of directors of Trove •Advisor to First Horizon Bank’s Technology Advisory Board Education • | ||||||||
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Director since: November 2022 | |||||||||
Term ends: 2023 | |||||||||
Committees: None | |||||||||
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| We believe Ms. Tait’s extensive management, marketing and commercial experience in the consumer goods and technology industries provide her with the qualifications and skills to serve as a member of our Board. | |||||||||
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.
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| Intro | Board | Exec. Comp. | Equity Plans | Stockholders | Add’l. Info | Q&A | Annexes | |||||||||||||||||||||||||||||||
Nominees
Maureen Watson | |||||||||
| Current Occupation and Select Prior Experience •
◦Chief Product Officer (March 2015 to present) •Sephora USA, Inc., a cosmetics and personal care products retailer ◦Senior Vice President, Merchandising (March 2013 to March 2015) •Lucky Brand, Inc., a clothing company ◦Senior Vice President, Global Sales and Merchandising of September 2011) Other Affiliations/Experience/Information • experience •
the San Francisco AIDS Foundation Education •B.A. in
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Director since: August 2015 | |||||||||
Term ends: 2023 | |||||||||
Committees: NomGov | |||||||||
| Key qualifications: | |||||||||
| Consumer Products | ||||||||
| Retail/Beauty | ||||||||
| Corporate Governance | ||||||||
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| We believe Ms. Watson’s extensive cosmetics, beauty, and consumer products experience as well as her experience in senior leadership roles provide her with the qualifications and skills to serve as a member of our Board. | |||||||||
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.
| 12 | 2023 Proxy Statement |
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| Intro | Board | Exec. Comp. | Equity Plans | Stockholders | Add’l. Info | Q&A | Annexes | |||||||||||||||||||||||||||||||
Nominees
 Tiffany Daniele | |||||||||
| Current Occupation and Select Prior Experience •
◦Chief Financial Officer (October 2020 to present) • ◦Vice President of Financial Planning & Analysis (February 2020 to June 2020) •
◦Vice President, Global Corporate Financial Planning & Analysis (December 2017 to •Kate Spade &
◦Various Financial Planning & Analysis roles (January 2012 to
December 2017) Other Affiliations/Experience/Information •Former Chief Financial Officer of USHG Acquisition Corp. (NYSE: HUGS), a special purpose acquisition corporation sponsored by USHG which wound down in early 2023 •Over brands Education •
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Director since: May 2022 | |||||||||
Term ends: 2024 | |||||||||
Committees: Audit | |||||||||
| Key qualifications: | |||||||||
| Consumer Products | ||||||||
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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. | |||||||||
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.
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| 13 | | |||||||||
| Intro | Board | Exec. Comp. | Equity Plans | Stockholders | Add’l. Info | Q&A | Annexes | |||||||||||||||||||||||||||||||
| |||||||||
| Current Occupation and Select Prior Experience •
◦Chief Financial Officer •Fanatics, Inc., a retailer of licensed sports apparel and merchandise ◦Chief Financial Officer (June 2015 to September 2019) •Moxie Capital LLC, a private equity firm ◦Co-Founder and Managing Partner 2015) Other Affiliations/Experience/Information •Over 25 years of financial and accounting experience •Member of the board of directors of Crew Knitwear, a privately held women and girls clothing company Education •B.A. in Political Science from Duke University •M.B.A. from Stanford University Graduate School of | ||||||||
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Director since: June 2016 | |||||||||
Term ends: 2024 | |||||||||
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. | |||||||||
We believe Ms. Cooks Levitan’s extensive operational, financial and strategic experience across a variety of high-growth retail businesses provide her with the qualifications and skills to serve as a member of our Board.
| 14 | 2023 Proxy Statement |
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Continuing Directors
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We believe Mr. Mitchell’s extensive experience in building iconic brands through innovative, fully-integrated and award-winning marketing programs provide him with the qualifications and skills to serve as a member of our Board.
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| Intro | Board | Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes | ||||||||||||||||||||
Continuing Directors
 Richard Wolford | ||||||
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| Current Occupation and Select Prior Experience •
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We believe Mr. Perry’s extensive experience in marketing and brand management, operations, consumer products, technology and digital media, as well as his senior leadership positions with Google and Procter & Gamble and his service on another public company board and compensation committee provide him with the qualifications and skills to serve as a member of our Board.
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Continuing Directors
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We believe Ms. Watson’s extensive cosmetics, beauty, and consumer products experience as well as her experience in senior leadership roles at Madison Reed, Sephora, and Lucky Brand Jeans provide her with the qualifications and skills to serve as a member of our Board.
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Continuing Directors
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2012) • ◦Chief Executive Officer and President (1997 to 2011, when it was acquired) • ◦Chief Executive Officer (1988 to 1996) • ◦President (1982 to 1987) Other Public Company Boards •Schiff Nutrition, Inc. (prior to acquisition, NYSE: SHF) acquired) •Del Monte Foods Company 2011 Other Affiliations/Experience/Information •Over 30 years leading consumer products businesses •Former and current member of the boards of directors of numerous private companies •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 Vice Chairman of GMA from 2008 to 2010 •Member of the board of directors of Consumer Goods Forum, a global association of consumer-packaged goods companies, retailers, and manufacturers, during tenure as Chairman of GMA Education • B.A. in Economics from Harvard | |||||||
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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/ | ||||||
| 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. | ||||||||
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.
| 15 |
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| Intro | Board | Exec. Comp. | Equity Plans | Stockholders | Add’l. Info | Q&A | Annexes | |||||||||||||||||||||||||||||||
| 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 The Athenian School Education •B.A. in Economics from the University of California, Los Angeles •M.B.A. from Harvard Business School | |||||||
| Independent | ||||||||
Director since: July 2020 | ||||||||
Term ends: 2025 | ||||||||
Committees: NomGov & Audit | ||||||||
| Key qualifications: | ||||||||
| Financial/Accounting | |||||||
| Corporate Governance | |||||||
| Senior Leadership | |||||||
| M&A/Strategy | |||||||
| Cybersecurity | |||||||
| 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 | | ||||||
| Intro | Board | Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes | ||||||||||||||||||||
 Beth Pritchard Lead Independent Director | ||||||||
Age: 76 | Current Occupation and Select Prior Experience •Sunrise Beauty Studio, LLC, a beauty branding company ◦Principal and Strategic Advisor (February 2009 to October 2017) •M.H. Alshaya Co., a multinational retail franchise operator based in the Middle East ◦North American Advisor (2008 to 2013) •Dean & DeLuca, Inc., a gourmet and specialty foods retailer ◦President and CEO and subsequent Vice Chairman (2006 to 2009) •Organized Living Inc., an organization products company ◦President and Chief Executive Officer (2004 to 2005) •L Brands, Inc., a multinational apparel and retail company ◦Various executive positions, including President and CEO of Bath & Body Works, CEO of Victoria’s Secret Beauty, and CEO of The White Barn Candle Company (1991 to 2003) Other Public Company Boards •Loblaw Companies Limited (TSE: L), a food and pharmacy company—current member of its governance, employee development, nominating and compensation committee and its risk and compliance committee •Cabela’s Inc. (prior to acquisition, NYSE: CAB), an outdoor products retailer (2011 to 2017, when it was acquired) •Vitamin Shoppe, Inc. (NYSE: VSI), a retailer of nutritional supplements (2008 to 2018) Other Affiliations/Experience/Information •Over 30 years of experience leading consumer products and retail businesses •Former member of the boards of directors of numerous private companies •2019 National Association of Corporate Directors Directorship 100 Honoree Education •B.A. in International Relations from the University of Wisconsin-Milwaukee •M.B.A. from Marquette University | |||||||
| Independent | ||||||||
Director since: November 2017 | ||||||||
Term ends: 2025 | ||||||||
Committees: NomGov (Chair) | ||||||||
| Key qualifications: | ||||||||
| Consumer Products | |||||||
| Retail/Beauty | |||||||
| Corporate Governance | |||||||
| Brand/Marketing | |||||||
| Operations | |||||||
| Public Company Boards | |||||||
| Senior Leadership | |||||||
| M&A/Strategy | |||||||
| 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 | ||||||
| Intro | Board | Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes | ||||||||||||||||||||
| committee memberships | ||||||||||||
name | independent | age | years on board | audit | comp | nomgov | ||||||
Tarang Amin—Chairman | 57 | 8.4 | ||||||||||
Tiffany Daniele |  | 40 | 0.2 | Member | ||||||||
Lori Keith |  | 53 | 2.0 | Member | ||||||||
Lauren Cooks Levitan | | 56 | 5.9 | Member | ||||||||
Kenny Mitchell | | 46 | 1.7 | Member | ||||||||
Kirk Perry | | 55 | 5.8 | Chair | ||||||||
Beth Pritchard—Lead Independent Director | | 75 | 4.7 | Chair | ||||||||
Maureen Watson | | 54 | 6.9 | Member | ||||||||
Richard Wolford | | 77 | 7.9 | Chair | ||||||||
Percentage/Average | 89% | 57 | 4.8 | |||||||||
| 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 | |||||||||||||||||||||||
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Currently, 78% of our Board self-identifies as a member of a diverse gender, racial, ethnic, or underrepresented group. Our directors self-identify as follows:
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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.
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| | | 89% Independent | | | | | | | | ||||||||||||||||||||
| | | | | 67% Women | 33% Diverse | 5.2years Average Tenure | 57years 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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| Source: FactSet, March 2023. | |||||||||||||||||||||||||
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| 19 | | ||||||||||||||||||
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| Intro | Board | Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes | ||||||||||||||||||||||||
| percentage of directors | ||||||||||||
| Alaska Native or Native American | ||||||||||||
| Asian | % | |||||||||||
| Black or African American | % | |||||||||||
| Native Hawaiian or Other Pacific Islander | ||||||||||||
| Hispanic or LatinX | ||||||||||||
| White | % | |||||||||||
| Male | % | |||||||||||
| Female | ||||||||||||
| 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% | |||||||||||||||||||||||||
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 | ||||||
| Intro | Board | Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes | ||||||||||||||||||||
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Our Board oversees the risk management process, while management oversees and manages risk on a daily basis. Our executive team provides regular reports to our Board on areas of material risk to e.l.f. Beauty, including operational, financial, legal, regulatory and strategic risks. In addition, as part of its review of operational risk, our Board reviews cybersecurity risks facing e.l.f. Beauty, including the potential for breaches of our key information technology systems and the potential for breaches of our systems and processes relating to the protection of consumer and employee confidential information.
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| 2023 Proxy Statement | 21 | | ||||||
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| Intro | Board | Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes | ||||||||||||||||||||
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| 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 | ||||||||||||||||||
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| 22 | ||||||||
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| 2023 Proxy Statement | ||||||||
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| Intro | Board | Exec. Comp. | Equity Plans | Stockholders | Add’l. Info | Q&A | Annexes | |||||||||||||||||||||||||||||||
name | position | |||||
Tarang Amin | Chairman | |||||
| Chair of the Compensation Committee | |||||
Beth Pritchard | Lead Independent Director and Chair of the Nominating and Corporate Governance Committee | |||||
Richard Wolford | Chair of the Audit Committee | |||||
| 2023 Proxy Statement | 23 | | ||||||
| Intro | Board | Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes | ||||||||||||||||||||
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| role | key responsibilities | ||||||||||||||||||||||||||
| Chairman | |||||||||||||||||||||||||||
Below is a summary of the key responsibilities of our Board leadership positions:
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| •Presides over meetings of our Board. | |||||||||||
•Sets the agendas and schedules for Board meetings in consultation with our Lead Independent Director. | ||||||||||||
•Consults and advises our Board and its committees on the business and affairs of e.l.f. Beauty. | ||||||||||||
•Performs such other duties as may be assigned by our Board. | ||||||||||||
| Chief Executive Officer | •In charge of the daily affairs of e.l.f. Beauty, subject to the overall direction and supervision of our Board and its committees and subject to such powers as reserved by our Board. | |||||||||||
| Lead Independent Director | •Together with the Chairman and management, develops and approves Board meeting agendas and meeting schedules. | |||||||||||
•Provides to our Board supplemental materials or information as advisable. | ||||||||||||
•Presides at executive sessions of the independent directors. | ||||||||||||
•Facilitates discussion and open dialogue among the independent directors. | ||||||||||||
•Serves as a liaison between the Chairman and management and the independent directors. | ||||||||||||
•Communicates to the Chairman and management, as appropriate, any decisions reached, suggestions, views or concerns expressed by independent directors. | ||||||||||||
•In appropriate circumstances and in conjunction with our Board, makes himself or herself available for consultation and communication with our major stockholders. | ||||||||||||
•Provides the Chairman with feedback and counsel concerning the Chairman’s interactions with our Board. | ||||||||||||
•Performs such functions and duties set forth in the Lead Independent Director Guidelines. | ||||||||||||
| Committee Chairs | •Preside over committee meetings. | |||||||||||
•Set the agenda and schedules for committee meetings. | ||||||||||||
•Regularly report to the full Board on committee activities. | ||||||||||||
| 24 | 2023 Proxy Statement | ||||||
| Intro | Board | Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes | ||||||||||||||||||||
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Each committee operates pursuant to a written charter, each of which areis available on our investor relations website at investor.elfbeauty.com/corporate-governance/board-committees. Each committee reviews and assesses its charter at least annually and recommends changes to our Board to reflect the evolving role of the committee.
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| Audit Committee | ||||||||||||||||||||||
Current members:
| Independent(1): |
lll 3out of 3 | Four meetings held in FY | |||||||||||||||||||
| Richard Wolford (Chair) | ||||||||||||||||||||||
Tiffany Daniele(2) | Financially Literate(3): |
lll 3out of 3 | ||||||||||||||||||||
| Lori Keith | ||||||||||||||||||||||
| (1) | Each member of the Audit Committee meets the independence requirements of | ||||||||||||||||
| (2) | Designated as an “audit committee financial expert” by our Board within the meaning of SEC regulations. | |||||||||||||||||
| (3) | Per NYSE’s financial literacy requirements. | |||||||||||||||||
| Primary responsibilities: | ||||||||||||||||||
•Appoints, compensates, retains and oversees the work of our independent auditors. | •Oversees and evaluates the scope of the external and internal audit reviews and results. | |||||||||||||||||
•Assesses the qualification and independence of our independent auditors. | •Reviews and discusses with management our periodic reports and earnings releases. | |||||||||||||||||
•Oversees and reviews our financial and accounting controls and processes. | •As appropriate, initiates inquiries into aspects of our internal accounting controls and financial affairs. | |||||||||||||||||
Primary responsibilities:
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| Compensation Committee | ||||||||||||||||||||||||
| Current members: | Independent(1): | ll 2out of 2 | Four meetings held in FY 2023. | |||||||||||||||||||||
| Lauren Cooks Levitan (Chair) | ||||||||||||||||||||||||
| Kenny Mitchell | ||||||||||||||||||||||||
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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 for our executive officers. | •Reviews and makes recommendations to our Board regarding compensation for our directors. | ||||||||||||||||
•Reviews and approves all employment, severance and change in control arrangements with our executive officers. | •Reviews and approves our incentive-compensation and equity-based compensation plans. | ||||||||||||||||
| The Compensation Committee has the authority to retain consultants and advisers as it may deem appropriate in its sole discretion and has the sole authority to approve related fees and other engagement terms. | For additional information regarding the Compensation Committee, see under the heading “Executive Compensation—Compensation Discussion and Analysis—Compensation Setting Process.” | ||||||||||||||||
Primary responsibilities:
The Compensation Committee has the authority to retain consultants and advisers as it may deem appropriate in its sole discretion and has the sole authority to approve related fees and other engagement terms.
For additional information regarding the Compensation Committee, see under the heading “Executive Compensation- Compensation Discussion and Analysis-Compensation Setting Process”.
| 2023 Proxy Statement | 25 | | ||||||
| Intro | Board | Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes | ||||||||||||||||||||
| Nominating and Corporate Governance Committee | ||||||||||||||||||||
| Current members: | Independent(1): | lll 3 out of 3 | Three meetings held in FY 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. | |||||||||||||||||||
| 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 | ||||||||||||||||
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How our Directors are Selected
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Director Suggestions from our Board
•personal and professional integrity | •conflicts of interest | |||||||
•ethics and values | •experience as a board member or executive officer of another publicly held company | |||||||
•experience in corporate management, such as serving as an officer or former officer | ||||||||
•diversity of expertise and experience in substantive matters pertaining to our business relative to other Board members | ||||||||
•practical and mature business judgment | ||||||||
•experience in the industry in which we operate | ||||||||
Our Board evaluates each individual in the context of our Board as a whole, with the objective of assembling a group of directors that can best maximize the success of our business and represent our stockholders’ interests through the exercise of sound judgment using its depth in these various areas.
| 26 |
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| Intro | Board | Exec. Comp. | Equity Plans | Stockholders | Add’l. Info | Q&A | Annexes | |||||||||||||||||||||||||||||||
ATTN: Corporate Secretary
570 10th Street
Oakland, California 94607
| 2023 Proxy Statement | 27 | | ||||||
| Intro | Board | Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes | ||||||||||||||||||||
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If a stockholder wishes to nominate one or more persons for election to our Board at the 20232024 annual meeting of stockholders, we must receive notice of the nomination between April 27, 202326, 2024 and May 27, 202326, 2024 according to our bylaws. However, if the date of the 20232024 annual meeting of stockholders is more than 30 days before or more than 60 days after August 25, 2023,24, 2024, notice must be received not later than the 90th day prior to the date of the 20232024 annual meeting of stockholders or, if later, the 10th day following the day on which public disclosure of the date of the 20232024 annual meeting of stockholders is first made. In addition to satisfying the foregoing requirements under our bylaws, to comply with the universal proxy rules, (once they become effective), 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 no later than 60 days prior to the anniversary of the previous year’s annual meeting (no later than June 26, 2023 for our annual meeting of stockholders to be held in 2023)1934, as amended (the “Exchange Act”).
| 28 | 2023 Proxy Statement | ||||||
| Intro | Board | Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes | ||||||||||||||||||||
| 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). | ||||||||||||||||
| 2023 Proxy Statement | 29 |
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| Intro | Board | Exec. Comp. | Equity Plans | Stockholders | Add’l. Info | Q&A | Annexes | |||||||||||||||||||||||||||||||
Non-Employee Director Compensation Program
We compensate our non-employee directors for their service on our Board in accordance with our Non-Employee Director Compensation Program. We also reimburse all directors for their reasonable business expenses incurred in connection with their activities as directors.
Our Non-Employee Director Compensation Program in effect for FY 2022 provided for the following compensation to our non-employee directors:
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 |
| |||
|
|
name | fees earned or paid in cash | stock awards (1)(4) | total | |||||||||
Lori Keith | $ | 47,623 |
| $ | 140,000 |
| $ | 187,623 |
| |||
Lauren Cooks Levitan | $ | 51,730 |
| $ | 140,000 |
| $ | 191,730 |
| |||
Kenny Mitchell (2) | $ | 68,946 |
| $ | 140,000 |
| $ | 208,946 |
| |||
Richelle Parham (3) | $ | 52,088 |
| $ | 140,000 |
| $ | 192,088 |
| |||
Kirk Perry (2) | $ | 54,985 |
| $ | 140,000 |
| $ | 194,985 |
| |||
Beth Pritchard | $ | 70,443 |
| $ | 140,000 |
| $ | 210,443 |
| |||
Sabrina Simmons (4) | $ | 8,596 |
| $ | 0 |
| $ | 8,596 |
| |||
Maureen Watson (2) | $ | 47,988 |
| $ | 140,000 |
| $ | 187,988 |
| |||
Richard Wolford (2) | $ | 61,875 |
| $ | 140,000 |
| $ | 201,875 |
| |||
| 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. | |||||||||||||||||||||||||
| | 30 |
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| Intro | Board | Exec. Comp. | Equity Plans | Stockholders | Add’l. Info | Q&A | Annexes | |||||||||||||||||||||||||||||||
|
|
|
|
name | unexercised stock options | RSUs (1) | name | unexercised stock options | RSUs(1) | |||||||||||||||||
| Tiffany Daniele | Tiffany Daniele | — | 3,644 | |||||||||||||||||||
Lori Keith |
| — |
|
| 4,662 |
| Lori Keith | — | 4,894 | |||||||||||||
Lauren Cooks Levitan |
| 34,500 |
|
| 4,662 |
| Lauren Cooks Levitan | — | 3,644 | |||||||||||||
Kenny Mitchell |
| — |
|
| 6,327 |
| Kenny Mitchell | — | 4,946 | |||||||||||||
Richelle Parham |
| — |
|
| 4,662 | (2) | ||||||||||||||||
Kirk Perry |
| 34,500 |
|
| 6,493 |
| ||||||||||||||||
Richelle Parham(2) | Richelle Parham(2) | — | — | |||||||||||||||||||
Kirk Perry(3) | Kirk Perry(3) | — | — | |||||||||||||||||||
Beth Pritchard |
| — |
|
| 4,662 |
| Beth Pritchard | — | 3,644 | |||||||||||||
Sabrina Simmons (3) |
| — |
|
| — |
| ||||||||||||||||
| Gayle Tait | Gayle Tait | — | 2,310 | |||||||||||||||||||
Maureen Watson |
| 34,500 |
|
| 6,260 |
| Maureen Watson | 17,875 | 4,894 | |||||||||||||
Richard Wolford |
| 34,500 |
|
| 6,660 |
| Richard Wolford | 34,500 | 5,206 | |||||||||||||
| (1) | (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) | (2) | Ms. Parham resigned from the Board effective May 31, 2022. | ||||||||||||||||||||
| (3) | (3) | Mr. Perry resigned from the Board effective November 4, 2022 and, as such, forfeited his FY 2023 equity award. | ||||||||||||||||||||
|
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•forward the communication to the director or directors to whom it is addressed;How You can Communicate with our Boarde.l.f. Beauty and our Board welcome open communication with stockholders and appreciate input that advances our goal of enhancing stockholder value. We engage regularly with our stockholders and encourage anyone, including our stockholders, to contact our Board or individual directors about corporate governance or matters related to our Board or e.l.f. Beauty. Individuals may send written communications to our Board, committees of our Board or individual directors by mailing those communications to our Corporate Secretary at:e.l.f. Beauty, Inc.ATTN: Corporate Secretary570 10th StreetOakland, California 94607Depending on the subject matter, our Corporate Secretary will:
•attempt to handle the inquiry directly, for example when the request is for information about e.l.f. Beauty or is a stock-related matter; or
|
|
•not forward the communication if it is primarily commercial in nature or if it relates to an improper or irrelevant topic.
| 31 |
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| Intro | Board | Exec. Comp. | Equity Plans | Stockholders | Add’l. Info | Q&A | Annexes | |||||||||||||||||||||||||||||||
| ||||||
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 “Our Board of | |||||
| ||||||
 Mandy Fields Senior Vice President and Chief Financial Officer | ||||||
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 2019 •Vice President of Finance and Analytics at Albertsons Companies, a grocery company, from July 2015 to June 2016 Education •B.S. in Finance from Indiana University of Bloomington’s Kelley School of | |||||
| 32 |
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| Intro | Board | Exec. Comp. | Equity Plans | Stockholders | Add’l. Info | Q&A | Annexes | |||||||||||||||||||||||||||||||
| ||||||
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 2019 •Vice President, Operations and Supply Chain, at Raybern Foods, a packaged food manufacturer, from April 2014 to March 2018 Education •B.S. in Business Administration, Operations Management, and Supply Chain Management from North Carolina State | |||||
| ||||||
 Jennie Laar Senior Vice President and Chief Commercial Officer | ||||||
Age: | 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 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 | |||||
| 33 |
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| Intro | Board | Exec. Comp. | Equity Plans | Stockholders | Add’l. Info | Q&A | Annexes | |||||||||||||||||||||||||||||||
| ||||||
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 2018 •Senior Vice President of Marketing, Beauty Prestige Group (from 2015 to 2016) and Vice President of Marketing, Beauty Prestige Group (from 2011 to 2015) at Shiseido Americas Corporation Education •Masters of Professional Studies, Cosmetics and Fragrance Marketing and Management from the Fashion Institute of Technology •B.B.A. in Marketing from Pace University’s Lubin School of | |||||
| ||||||
 Scott Milsten Senior Vice President, General Counsel, Chief People Officer, and Corp. Sec. | ||||||
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 acquired •Senior Vice President, General Counsel, and Corporate Secretary of Celera Corporation, a health-care diagnostics company (until its acquisition, NASDAQ: CRA), from August 2009 to June 2011, when it was acquired. Education •B.A. in English from Duke University •J.D. from University of Pennsylvania Law | |||||
| 34 |
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| Intro | Board | Exec. Comp. | Equity Plans | Stockholders | Add’l. Info | Q&A | Annexes | |||||||||||||||||||||||||||||||
| 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 | ||||||||
 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
We are proud to be one of only | |||||||
| 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 We are committed to | ||||||||
The following table provides certain statistics of
| board of directors | senior leadership (1) | all employees (2) | ||||||||||
Gender | ||||||||||||
Female | 56% | 43% | 77% | |||||||||
Male | 44% | 57% | 23% | |||||||||
Age | ||||||||||||
Millennial and Gen Z | — | — | 67% | |||||||||
All other | 100% | 100% | 33% | |||||||||
Race/Ethnicity | ||||||||||||
Black or African American | 22% | 14% | 6% | |||||||||
Hispanic or Latinx | — | — | 13% | |||||||||
Asian | 11% | 29% | 18% | |||||||||
Native American | — | — | 1% | |||||||||
Two or more races | — | — | 6% | |||||||||
White | 67% | 57% | 57% | |||||||||
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| 35 |
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| Intro | Board | Exec. Comp. | Equity Plans | Stockholders | Add’l. Info | Q&A | Annexes | |||||||||||||||||||||||||||||||
| 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. | ||||||||||||||||
| 36 | 2023 Proxy Statement | ||||||
| Intro | Board | Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes | ||||||||||||||||||||
•financial benefits including competitive compensation as well as retirement savings plans and commuter benefits;
•healthcare benefits including flexible spending accounts, disability and life insurance;
•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 flexible time off, an employee assistance program, and access to wellness coaches;
•community impact programs including volunteeremployee donation matching programs and paid time off and donation matching programs;
•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
| 2023 Proxy Statement | 37 |
| |||||||
| Intro | Board | Exec. Comp. | Equity Plans | Stockholders | Add’l. Info | Q&A | Annexes | |||||||||||||||||||||||||||||||
In April 2022, we conducted our annual benchmarked engagement survey of all employees. All employees were offered an opportunity to participate and 81% of our employees submitted a response. The responses returned an overall highly favorable employee engagement score of 89%—15 percentage points above the industry benchmark and one percentage point above our survey the previous year.
| e.l.f. Beauty | consumer goods and services 2022 benchmark | difference (percentage points) | ||||||||||
Employee Engagement | 89% | 74% | +15% | |||||||||
Questions that determine employee engagement | ||||||||||||
I would recommend my company as a great place to work | 95% | 85% | +10% | |||||||||
My company motivates me to go beyond what I would in a similar role elsewhere | 92% | 73% | +19% | |||||||||
I am proud to work for my company | 96% | 89% | +7% | |||||||||
I rarely think about looking for a job at another company | 78% | 56% | +22% | |||||||||
I see myself working at my company in two years’ time | 85% | 67% | +18% | |||||||||
| 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% | ||||||||||||
| 38 | 2023 Proxy Statement | ||||||
| Intro | Board | Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes | ||||||||||||||||||||
In FY 2022, we celebrated Product packaging represents a significant milestone onmeaningful portion of our environmental footprint, driving our continued focus to further reduce this impact. Our packaging sustainability journey—eliminating approximatelystrategy is grounded in three principles:
| 39 |
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| Intro | Board | Exec. Comp. | Equity Plans | Stockholders | Add’l. Info | Q&A | Annexes | |||||||||||||||||||||||||||||||
Each of our brands is certified by People for the Ethical Treatment of Animals (PETA) as “Global Animal Test-Free”, a label given to companies and brands who have verified that their facilities and their suppliers do not conduct, commission, pay for, or allow any tests on animals for their ingredients, formulations, or finished products, and refuse to use any animal-derived ingredients such as honey, beeswax, or carmine in their products.
Each of our brands has also been certified by the Leaping Bunny Program, operated by the Coalition for Consumer Information on Cosmetics in the U.S. and Canada. Companies with these certifications must pledge to end animal testing at all stages of product development in addition to recommitting to the program annually and being open to third party audits.
transactions.”
|
Certain
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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. Our Code of Business Conduct and Ethics is designed to help directors and employees resolve ethical and compliance issues encountered in the business environment. We will make any legally required disclosures regarding amendments to, or waivers of, our Code of Business Conduct and Ethics on our investor relations website. A copy of our Code of Business Conduct and Ethics is available on our investor relations website at investor.elfbeauty.com/corporate-governance/code-of-business-conduct-ethics.
| | 40 |
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| Intro | Board | Exec. Comp. | Equity Plans | Stockholders | Add’l. Info | Q&A | Annexes | |||||||||||||||||||||||||||||||
Proxy Statement.
| 2023 Proxy Statement | 41 | | ||||||
| |||||||||||||||||||||||||||||
| Intro | Board | Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes | ||||||||||||||||||||
| • | 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. | |||||||
| name | position | ||||||||||
| Tarang Amin | Chairman, Chief Executive Officer, President, and Director | |||||||||
| Mandy Fields | Senior Vice President and Chief Financial Officer | |||||||||
 | Josh Franks | Senior Vice President, Operations | |||||||||
 | Kory Marchisotto | Senior Vice President and Chief Marketing Officer | |||||||||
| Scott Milsten | Senior Vice President, General Counsel, Chief People Officer, and Corporate Secretary | |||||||||
| 42 | 2023 Proxy Statement | ||||||
| Intro | Board | Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes | ||||||||||||||||||||
$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. | |||||||
| 2023 Proxy Statement | 43 | | ||||||
| Intro | Board | Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes | ||||||||||||||||||||
Compensation Discussion and Analysis
The compensation discussion and analysis (the “CD&A”) provides information with respect to compensation for our named executive officers for the fiscal year ended March 31, 2022 (“FY 2022”).
The compensation provided to our named executive officers in FY 2022 is discussed in detail in the CD&A and in the tables under the heading “Executive Compensation—Executive Compensation Tables”.
The CD&A is organized into the following sections:
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Our named executive officers for FY 2022 were as follows:
| No increase in base salaries | ||||||
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For biographical information regarding our named executive officers, see under the heading “Our Company—Our Executive Officers”.
Our Company and our Brands
e.l.f. Beauty, Inc. (NYSE: ELF) (“e.l.f. Beauty” or “we”) is a multi-brand beauty company that offers inclusive, accessible, clean and cruelty-free cosmetics and skincare products at an extraordinary value.
WHO WE ARE. We are bold disruptors with a kind heart. We’re disrupting traditional beauty boundaries while leading with empathy, intention and an innate desire to empower people.
OUR MISSION. We build brands that disrupt industry norms, shape culture and connect communities through positivity, inclusivity and accessibility.
OUR PURPOSE. We stand with every eye, lip, face and paw.
We believe our ability to deliver 100% cruelty-free, clean, premium-quality products at accessible prices with broad appeal differentiates us in the beauty industry. We believe the combination of our innovation engine, core value proposition, digitally-led strategy, as well as our world-class team’s ability to execute with speed, has positioned us well to navigate a rapidly changing landscape in beauty.
| Cash incentive compensation tied solely to profitability | Majority of compensation is variable, at-risk, and in equity | |||||||||||
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| 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 family of brands includes e.l.f. Cosmetics, e.l.f. SKIN, Well People and Keys Soulcare. Our brands are available online and across leading beauty, mass-market and clean-beauty specialty retailers. We have strong relationships with our retail partners such as Walmart, Target, Ulta Beauty and other leading retailers that have enabled us to expand distribution both domestically and internationally.
Each of our brands is positioned to touch diverse consumer cohorts at different price points. Each brand has accessible pricing relative to its competitive set and furthers our mission of leading with positivity, inclusivity and accessibility.
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Highlights from FY 2022
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Strong Financial Results in a Dynamic Environment
Our results for the fiscal year ended March 31, 2022 (“FY 2022”) underscore e.l.f.’s core value proposition and deep connection with our consumers, as we strengthened our position in a dynamic environment. We grew net sales 23% in FY 2022, with Q4 marking our thirteenth consecutive quarter of net sales growth. e.l.f. Cosmetics continued to gain market share, with 5.9% of the U.S. mass color cosmetics category, up 25 basis points year-over-year. We were the only top five color cosmetics brand to post growth and gain share relative to pre-pandemic levels, by a wide margin.
Continued Progress Against Strategic Imperatives
In FY 2022, we continued our focus on executing our five strategic imperatives to create long-term value for our stockholders. See under the heading “Introduction—Highlights from FY 2022—Continued Progress on our Five Strategic Imperatives” for additional information.
Executing our Transformation to a Multi-Brand Portfolio
In FY 2022, we continued to progress on our transformation to a multi-brand company with our portfolio of distinct, yet complementary brands. See under the heading “Introduction—Highlights from FY 2022—Executing on our Transformation to a Multi-Brand Portfolio” for additional information.
Furthering our Environmental, Social and Governance Commitment and Initiatives
Consistent with our values and commitments, we took a number of steps in FY 2022 to further our environmental, social and governance (“ESG”) journey. We enhanced our ESG policies and disclosure, achieved new sustainability milestones, committed to 100% clean beauty, achieved recognition for our human capital investments and furthered our understanding of our environmental footprint. See under the heading “Introduction-Highlights from FY 2022—Furthering our Environmental, Social and Governance Commitment and Initiatives” for additional information. Also see under the heading “Our Board of Directors—About our Board” and under the heading “Our Company—Our Team, Culture, and Values” for additional information regarding our Board, our company, and our team as it relates to ESG matters.
FY 2022 Executive Compensation Highlights
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Our executive compensation program is designed to directly tie the compensation paid to our executive officers to our performance and align the interests of our executive officers with the interests of our stockholders. Accordingly, in FY 2022,2023, we continued to limit the cash component of, and emphasize the equity component of, our named executive officers’ total compensation. In addition, as described in more detail below, we continued to evolve our equity compensation program. In FY 2022,2023, 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, these awardsthe PSUs granted in FY 2023 (the “FY 2023 PSUs”) have a single, cliff vest following the end of the three-year performance period in 2024 based on our financial and market-share performance during the three-year performance period.
| | 44 |
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| Intro | Board | Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes | ||||||||||||||||||||
| 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. | ||||||||
| 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. | |||||||
| 2023 Proxy Statement | 45 | | ||||||
| Intro | Board | Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes | ||||||||||||||||||||
| Attract and Retain Talent | Align with Stockholders | Pay-for-Performance | ||||||||||||||||||
Highlights of our compensation-related decisions in FY 2022 include the following:
| Align our executive officers’ incentives with the | ||||||||
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The compensation for our named executive officers for FY 2022 is discussed in more detail in the sections of the CD&A that follow.
The Compensation Committee’s Continued Engagement with Stockholders
At the 2021 annual meeting of stockholders, approximately 94% of the votes cast by our stockholders approved, on an advisory basis, the compensation of our named executive officers for FY 2021. We attribute this high approval percentage to, among other things, the continued progression of our compensation practices, our enhanced proxy statement disclosure and our Compensation Committee’s continued engagement with our stockholders regarding our executive compensation programs.
Following a well-received outreach program conducted by our Compensation Committee in FY 2021, the Compensation Committee again conducted outreach in FY 2022 to obtain our stockholders’ insights on our executive compensation program. As part of this outreach, the Compensation Committee contacted our 20 largest non-management stockholders, which collectively represented approximately 69% of our outstanding common stock.
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A member of the Compensation Committee, our General Counsel and Chief People Officer, our Vice President of Investor Relations, and, for some of the meetings, our Chief Executive Officer or our Chief Financial Officer, attended the meetings with the stockholders who accepted our invitations. Feedback from our stockholders was shared with our Board and the Compensation Committee and considered in our Board’s and the Compensation Committee’s discussions and decision-making.
Below is a summary of the principal feedback regarding our executive compensation program we received from our stockholders during these meetings, principal comments included in analyses by Institutional Shareholder Services and Glass Lewis, and the changes made by the Compensation Committee for our FY 2022 executive compensation program in response to this feedback and analysis. We believe these changes are beneficial to the creation of sustained long-term stockholder value.
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Compensation Philosophy, Objectives, and Design
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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 and New York City;
•emphasizes pay-for-performance by delivering a majority of our executive officers’ compensation only upon the achievement of our short-term and long-term strategic and financial goals, which are designed to deliver responsible and sustainable stockholder value growth; and
•provides strong alignment with our stockholders, with a significant majority of the target compensation opportunity for our executive officers delivered in the form of equity awards.
| What We Do | |||||||||||||||||||||
 | ü | We believe in pay-for-performance. The majority of our executive officers’ pay is variable and at-risk. |  | ||||||||||||||||||
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| ü | We heavily weight total compensation toward equity compensation and in FY | | |||||||||||||||||||
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| ü | Our annual cash incentives are based solely on financial performance. | | |||||||||||||||||||
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| ü | We hold annual | | |||||||||||||||||||
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| ü | We maintain mandatory stock ownership requirements for our executive officers. | | |||||||||||||||||||
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| 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. | | |||||||||||||||||||
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| ü | We engage an independent compensation consultant to advise the Compensation Committee. | ||||||||||||||||||||
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| Intro | Board | Exec. Comp. | Equity Plans | Stockholders | Add’l. Info | Q&A | Annexes | |||||||||||||||||||||||||||||||
| What We Don’t Do | |||||
| û | We don’t provide annual salary increases or guarantee minimum cash bonuses. | ||||
| û | We don’t modify our performance targets during the performance period. | ||||
| 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. | ||||
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| • | 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 | 47 | | ||||||
| Intro | Board | Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes | ||||||||||||||||||||
Compensation Consultants(1) | |||||
| • | The Compensation Committee has engaged Aon Consulting Inc. (“Aon”), through its Human Capital Solutions division, an independent compensation consultant, to advise the Compensation Committee with respect to our overall executive compensation programs, including peer group selection and competitive market assessment, market insights and trends in executive compensation. | ||||
| • | Aon reports directly to the Compensation Committee and does not provide any non-compensation related services to e.l.f. Beauty. | ||||
| (1) | Based on an assessment of the six independence factors established by the SEC, the Compensation Committee determined that the engagement of Aon does not raise any conflicts of interest or similar concerns. | |||||||
| 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 in fulfilling its responsibilities by providing advice on compensation best practices, information regarding attrition and retention at e.l.f. Beauty, as well as information regarding employee sentiment on such matters, employee engagement and | |||||||||||
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Peer Group
FY | ||||||||||||||||||
CarParts.com(1) | Movado Group | Shake Shack | ||||||||||||||||
Chuy’s | PetMed Express | Shutterstock | ||||||||||||||||
Clarus | ||||||||||||||||||
| Planet Fitness | The Lovesac Company(1) | ||||||||||||||||
| Revolve Group | The RealReal | ||||||||||||||||
| Lifetime Brands | Ruth’s Hospitality Group | The Simply Good Foods Company | ||||||||||||||||
| (1) | Added to the peer group | |||||||||||||
| * | 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 | |||||||||||||
| 48 | 2023 Proxy Statement | ||||||
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| Board | Exec. Comp. |
| Stockholders | Audit | Add’l. Info | Q&A | Annexes | |||||||||||||||||||||
| Base Salary | Annual Cash Incentive | Long-Term Incentive | ||||||||||||||||
| Cash | Cash | Equity | ||||||||||||||||
| Fixed | Variable/At-risk | Variable/At-risk | ||||||||||||||||
| Provides a stable level of pay to attract and retain talent. | Rewards achievement of our annual financial goals. | Rewards creation of long-term stockholder value. | ||||||||||||||||
| (1) | Comprised of base salary (at the annual rate in effect) for FY | |||||||
| 2023 Proxy Statement | 49 | | ||||||
| Intro | Board | Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes | ||||||||||||||||||||
new hire offer in 2020.
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| FY 2023 Annual Base Salaries | |||||||||||||||||||||||||||
| name | base salary | ||||||||||||||||||||||||||
| $475,000 | |||||||||||||||||||||||||||
| Mandy Fields | |||||||||||||||||||||||||||
| Josh Franks | $325,000 | ||||||||||||||||||||||||||
| Kory Marchisotto | |||||||||||||||||||||||||||
| Scott Milsten | |||||||||||||||||||||||||||
The annual base salaries for FY 2022 for our named executive officers were as follows:
| FY 2022 Annual Base Salaries | ||||
Name | base salary | |||
Tarang Amin | $ | 475,000 | ||
Mandy Fields | $ | 350,000 | ||
Josh Franks | $ | 325,000 | ||
Kory Marchisotto | $ | 325,000 | ||
Rich Baruch | $ | 325,000 | ||
•aligns the interests of our executive officers, 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.
| 50 | 2023 Proxy Statement | ||||||
| Intro | Board | Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes | ||||||||||||||||||||
The Compensation Committee reviews the target annual cash incentive opportunities of our executive officers on an annual basis.
The formula for determining the annual cash incentive payout for our executive officers is as follows:
| Base salary | x | Target percentage | x | Funding percentage | = | Annual cash incentive payout | ||||||||||||||||||||
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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 | ||||||||||||||||||
their base salaries.
| 2023 Proxy Statement | 51 | | ||||||
| Intro | Board | Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes | ||||||||||||||||||||
| FY 2022 Target Annual Cash Incentive Opportunities | ||||||||
Name | target (% of salary) | target value | ||||||
Tarang Amin | 100 | % | $ | 475,000 | ||||
Mandy Fields | 50 | % | $ | 175,000 | ||||
Josh Franks | 40 | % | $ | 130,000 | ||||
Kory Marchisotto | 40 | % | $ | 130,000 | ||||
Rich Baruch | 40 | % | $ | 130,000 | ||||
| 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 | ||||||||||||||
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.
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Based on the Company’sour expected business momentum in FY 2022,2023, the Adjusted EBITDA threshold, 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 $61.1$74.7 million in FY 2021.2022 (after funding of the FY 2022 annual cash incentive compensation pool). Given the requirement to deliver absolute year-over-year growth to achieve anya 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 2022.
2023.
| 52 | 2023 Proxy Statement | ||||||
| Intro | Board | Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes | ||||||||||||||||||||
| Adjusted EBITDA Goals for FY | ||||||||||||||||||||
| adj. EBITDA(1) | funding percentage(2) | ||||||||||||||||||
| $72.7 million | 80% | ||||||||||||||||||
| $77.4 million | |||||||||||||||||||
| maximum | 200% | |||||||||||||||||||
| (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. | |||||||||||||
FY 2022 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 | $ | 130,000 | 200% | $ | 260,000 | |||||||
Kory Marchisotto | $ | 130,000 | 200% | $ | 260,000 | |||||||
Rich Baruch | $ | 130,000 | 200% | $ | 260,000 | |||||||
The
| 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 | |||||||||||||||||||
Increase in Target Annual Cash Incentive Compensation
In FY 2023, the Compensation Committee increased the target bonus opportunity 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 bonus opportunities provided to executives at our peer group of companies and to help maintain relative internal parity among our executive officers by bringing the bonus opportunities of all senior vice presidents to 50% of their base salaries.
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Long-Term Incentive Compensation
| 2023 Proxy Statement | 53 | | ||||||
| Intro | Board | Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes | ||||||||||||||||||||
•our performance, the executive officer’s contributions to that performance, as well as expectations for that executive officer’s future contributions to our 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.
Based on feedback from our stockholders, the Compensation Committee expandeddecided to grant equity awards to all of our named executive officers in FY 2023 as follows:
| 54 | 2023 Proxy Statement | ||||||
| Intro | Board | Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes | ||||||||||||||||||||
| 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 | ||||||||||||||||||||||||||||||||||||
| 55 |
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| Intro | Board | Exec. Comp. | Equity Plans | Stockholders | Add’l. Info | Q&A | Annexes | |||||||||||||||||||||||||||||||
Each PSU represents
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Each achievement factor is then multipliedperspectives on market pay levels as provided by its respective weighting, 60% for net sales CAGRindependent compensation consultant. Additionally, the Compensation Committee took into consideration that we have a relatively small executive team and 40% for Adjusted EBITDA CAGR,each member is tasked with overseeing multiple departments and the results are added together to determine the number of shares issued per vested PSU. If both achievement factors equal 1.75, meaning both net sales CAGR and Adjusted EBITDA CAGR were achieved at 250% of target or higher, then the number of shares issuable can increase to 2 if a separate target for Adjusted EBITDA margin expansion is achieved. Adjusted EBITDA margin expansion is defined as the percentage increase for the performance period of the Company’s Adjusted EBITDA divided by net sales.
In order to enhance retention, our time-based RSU awards, including for the FY 2022 RSUs, vest in equal annual installments over a four-year period, subject to continued service through each vesting date.
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| 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. | ||||||||||||||||
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a three-year performance period. In addition, based on stockholder feedback received by our Compensation Committee during our outreach calls earlierperiod, with a potential uplift in 2022, we re-introducedthe event of achievement of a market share gain as a performance metric.
metric for our e.l.f. Cosmetics brand over the same three-year performance period.
| 56 | 2023 Proxy Statement | ||||||
| Intro | Board | Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes | ||||||||||||||||||||
Our Board adopted an
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•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.
2023.Retirement PlansWe 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 Table for information relating to 401(k) plan matching contributions made to our named executive officers in FY 2022.Employee Benefits and PerquisitesAll 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 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.Post-Employment CompensationIn 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 base58 2023 Proxy Statement 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, 20222023 for our named executive officers, see under the heading “Executive Compensation Tables-PotentialTables—Potential Payments upon Termination or Change in Control—Estimated Potential Payments upon Termination or Change in Control.”.Accounting and Tax Deductibility TreatmentThe 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
572022 Proxy Statement
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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2023.
Kirk Perry,
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name and principal position | year | salary | bonus | stock awards (1) | option awards (1) | non-equity incentive plan comp. | all other comp. | total | ||||||||||||||||||||||
Tarang Amin
Chairman, Chief Executive Officer, and President | 2022 | $ | 475,000 | — | $ | 3,799,697 | (2) | — | $ | 950,000 | $ | 9,500 | (3) | $ | 5,234,197 | |||||||||||||||
| 2021 | $ | 475,000 | — | $ | 3,999,900 | — | $ | 950,000 | $ | 24,019 | $ | 5,448,919 | ||||||||||||||||||
| 2020 | $ | 475,000 | — | — | — | $ | 1,067,123 | $ | 20,000 | $ | 1,562,123 | |||||||||||||||||||
Mandy Fields
SVP and Chief Financial Officer | 2022 | $ | 350,000 | — | $ | 1,499,808 | (2) | — | $ | 350,000 | $ | 7,000 | (3) | $ | 2,206,808 | |||||||||||||||
| 2021 | $ | 350,000 | — | $ | 1,199,971 | — | $ | 350,000 | $ | 6,192 | $ | 1,906,163 | ||||||||||||||||||
| 2020 | $ | 323,077 | — | $ | 1,599,965 | $ | 402,643 | $ | 350,000 | $ | 5,923 | $ | 2,681,608 | |||||||||||||||||
Josh Franks
SVP, Operations | 2022 | $ | 325,000 | — | $ | 1,499,808 | (2) | — | $ | 260,000 | $ | 8,000 | (3) | $ | 2,092,808 | |||||||||||||||
| 2021 | $ | 325,000 | — | $ | 269,675 | — | $ | 260,000 | $ | 4,250 | $ | 858,925 | ||||||||||||||||||
| 2020 | $ | 71,250 | — | $ | 1,000,090 | $ | 350,085 | $ | 64,109 | $ | 1,250 | $ | 1,486,784 | |||||||||||||||||
Kory Marchisotto
SVP and Chief Marketing Officer | 2022 | $ | 325,000 | — | $ | 1,499,808 | (2) | — | $ | 260,000 | $ | 6,500 | (3) | $ | 2,091,308 | |||||||||||||||
| 2021 | $ | 325,000 | — | $ | 1,199,971 | — | $ | 260,000 | $ | 6,450 | $ | 1,791,421 | ||||||||||||||||||
| 2020 | $ | 325,000 | — | — | — | $ | 281,014 | $ | 6,500 | $ | 612,514 | |||||||||||||||||||
Rich Baruch
Former SVP and Chief Commercial Officer | 2022 | $ | 325,000 | — | $ | 1,499,808 | (2) | — | $ | 260,000 | $ | 6,500 | (3) | $ | 2,091,308 | |||||||||||||||
| 2021 | $ | 325,000 | — | 1,374,840 | — | $ | 260,000 | $ | 6,450 | $ | 1,966,290 | |||||||||||||||||||
| 2020 | $ | 325,000 | — | — | — | $ | 292,055 | $ | 5,600 | $ | 622,655 | |||||||||||||||||||
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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| 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) | |||||||||||||||||||||||||||||||||||||||
name | grant date | threshold | target | maximum | threshold (#) | target (#) | maximum (#) | |||||||||||||||||||||||||||||||||||||
Tarang Amin | — | $ | 380,000 | $ | 475,000 | $ | 950,000 | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||
| 6/1/2021 | (2) | — | — | — | — | 68,910 | 137,820 | — | — | — | $ | 1,899,849 | ||||||||||||||||||||||||||||||||
| 6/1/2021 | (4) | — | — | — | — | — | — | 68,910 | — | — | $ | 1,899,849 | ||||||||||||||||||||||||||||||||
Mandy Fields | — | $ | 140,000 | $ | 175,000 | $ | 350,000 | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||
| 6/1/2021 | (2) | — | — | — | — | 27,200 | 54,400 | — | — | — | $ | 749,904 | ||||||||||||||||||||||||||||||||
| 6/1/2021 | (4) | — | — | — | — | — | — | 27,200 | — | — | $ | 749,904 | ||||||||||||||||||||||||||||||||
Josh Franks | — | $ | 104,000 | $ | 130,000 | $ | 260,000 | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||
| 6/1/2021 | (2) | — | — | — | — | 27,200 | 54,400 | — | — | — | $ | 749,904 | ||||||||||||||||||||||||||||||||
| 6/1/2021 | (4) | — | — | — | — | — | — | 27,200 | — | — | $ | 749,904 | ||||||||||||||||||||||||||||||||
Kory Marchisotto | — | $ | 104,000 | $ | 130,000 | $ | 260,000 | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||
| 6/1/2021 | (2) | — | — | — | — | 27,200 | 54,400 | — | — | — | $ | 749,904 | ||||||||||||||||||||||||||||||||
| 6/1/2021 | (4) | — | — | — | — | — | — | 27,200 | — | — | $ | 749,904 | ||||||||||||||||||||||||||||||||
Rich Baruch | — | $ | 104,000 | $ | 130,000 | $ | 260,000 | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||
| 6/1/2021 | (2) | — | — | — | — | 27,200 | 54,400 | — | — | — | $ | 749,904 | ||||||||||||||||||||||||||||||||
| 6/1/2021 | (4) | — | — | — | — | — | — | 27,200 | — | — | $ | 749,904 | ||||||||||||||||||||||||||||||||
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 | grant date | threshold | target | maximum | threshold (#) | target (#) | maximum (#) | |||||||||||||||||||||||||||||||||||||
| Tarang Amin | — | $380,000 | $475,000 | $950,000 | — | — | — | — | — | |||||||||||||||||||||||||||||||||||
6/1/2020 (4) | — | — | — | — | 79,780 | 179,505 | — | $2,099,810 | ||||||||||||||||||||||||||||||||||||
6/1/2020 (5) | — | — | — | — | — | — | 79,780 | $2,099,810 | ||||||||||||||||||||||||||||||||||||
| Mandy Fields | — | $140,000 | $175,000 | $350,000 | — | — | — | — | — | |||||||||||||||||||||||||||||||||||
6/1/2020 (4) | — | — | — | — | 41,790 | 94,028 | — | $1,099,913 | ||||||||||||||||||||||||||||||||||||
6/1/2020 (5) | — | — | — | — | — | 41,790 | $1,099,913 | |||||||||||||||||||||||||||||||||||||
| Josh Franks | — | $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 | ||||||||||||||||||||||||||||||||||||
| 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 | — | $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 | ||||||||||||||||||||||||||||||||||||
| (1) | 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.” | |||||||||||||||||||||||||||||||||||||||||||
| (2) | 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. | |||||||||||||||||||||||||||||||||||||||||||
| (3) | 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. | |||||||||||||||||||||||||||||||||||||||||||
| (4) | 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. | |||||||||||||||||||||||||||||||||||||||||||
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| option awards | stock awards | |||||||||||||||||||||||||||||||||||||||
name | grant date | number of securities underlying unexercised options exercisable | number of securities underlying unexercised options unexercisable | equity incentive plan awards: number of securities underlying unexercised unearned options | option exercise price | Option expiration date | number of shares or units of stock that have not vested | market value of shares or units that have not vested (1) | equity incentive plan awards: number of unearned shares, units or other rights that have not vested | equity incentive plan awards: market or payout value of unearned shares, units or other right that have not vested (1) | ||||||||||||||||||||||||||||||
Tarang Amin | 1/31/14 | 476,888 | — | — | $ | 1.84 | 1/31/24 | — | — | — | — | |||||||||||||||||||||||||||||
| 9/21/16 | 428,037 | — | — | $ | 17.00 | 9/21/26 | — | — | — | — | ||||||||||||||||||||||||||||||
| 2/14/2017 | (2) | 71,000 | — | 142,000 | $ | 26.84 | 2/14/27 | — | — | — | — | |||||||||||||||||||||||||||||
| 3/1/2018 | 252,000 | — | — | $ | 18.43 | 3/1/28 | — | — | — | — | ||||||||||||||||||||||||||||||
| 3/1/2019 | (3) | — | — | — | — | — | 60,532 | $ | 1,563,542 | — | — | |||||||||||||||||||||||||||||
| 6/1/2020 | (4) | — | — | — | — | — | 119,400 | $ | 3,084,102 | — | — | |||||||||||||||||||||||||||||
| 6/1/2020 | (3) | — | — | — | — | — | 89,550 | $ | 2,313,077 | — | — | |||||||||||||||||||||||||||||
| 6/1/2021 | (5) | 68,910 | $ | 1,779,945 | ||||||||||||||||||||||||||||||||||||
| 6/1/2021 | (3) | 68,910 | $ | 1,779,945 | — | — | ||||||||||||||||||||||||||||||||||
Mandy Fields | 4/22/2019 | (3) | — | 41,880 | — | $ | 12.22 | 4/22/29 | 65,464 | $ | 1,690,935 | — | — | |||||||||||||||||||||||||||
| 6/1/2020 | (4) | — | — | — | — | — | 17,910 | $ | 462,615 | — | — | |||||||||||||||||||||||||||||
| 6/1/2020 | (3) | — | — | — | — | — | 40,297 | $ | 1,040,872 | — | — | |||||||||||||||||||||||||||||
| 6/1/2021 | (5) | 27,200 | $ | 702,576 | ||||||||||||||||||||||||||||||||||||
| 6/1/2021 | (3) | 27,200 | $ | 702,576 | — | — | ||||||||||||||||||||||||||||||||||
Josh Franks | 1/2/2020 | (3) | 29,400 | 29,400 | — | $ | 12.22 | 1/2/30 | 31,850 | $ | 822,686 | — | — | |||||||||||||||||||||||||||
| 6/1/2020 | (4) | — | — | — | — | — | 4,020 | $ | 103,837 | — | — | |||||||||||||||||||||||||||||
| 6/1/2020 | (3) | — | — | — | — | — | 9,060 | $ | 234,020 | — | — | |||||||||||||||||||||||||||||
| 6/1/2021 | (5) | 27,200 | $ | 702,576 | ||||||||||||||||||||||||||||||||||||
| 6/1/2021 | (3) | 27,200 | $ | 702,576 | — | — | ||||||||||||||||||||||||||||||||||
Kory Marchisotto | 3/1/2019 | (3) | 57,550 | 28,775 | — | $ | 7.95 | 3/1/29 | 31,850 | $ | 822,686 | — | — | |||||||||||||||||||||||||||
| 6/1/2020 | (4) | — | — | — | — | — | 17,910 | $ | 462,615 | — | — | |||||||||||||||||||||||||||||
| 6/1/2020 | (3) | — | — | — | — | — | 40,297 | $ | 1,040,872 | — | — | |||||||||||||||||||||||||||||
| 6/1/2021 | (5) | 27,200 | $ | 702,576 | ||||||||||||||||||||||||||||||||||||
| 6/1/2021 | (3) | 27,200 | $ | 702,576 | — | — | ||||||||||||||||||||||||||||||||||
Rich Baruch | 5/16/14 | 119,480 | — | — | $ | 1.84 | 5/16/24 | — | — | — | — | |||||||||||||||||||||||||||||
| 9/21/16 | 77,826 | — | — | $ | 17.00 | 9/21/26 | — | — | — | — | ||||||||||||||||||||||||||||||
| 2/14/2017 | (2) | 12,900 | — | 25,800 | $ | 26.84 | 2/14/27 | — | — | — | — | |||||||||||||||||||||||||||||
| 3/1/2018 | 32,400 | — | — | $ | 18.43 | 3/1/28 | — | — | — | — | ||||||||||||||||||||||||||||||
| 3/1/2019 | (3) | — | — | — | — | — | 23,347 | $ | 603,053 | — | — | |||||||||||||||||||||||||||||
| 6/1/2020 | (4) | — | — | — | — | — | 20,520 | $ | 530,032 | — | — | |||||||||||||||||||||||||||||
| 6/1/2020 | (3) | — | — | — | — | — | 46,170 | $ | 1,192,571 | — | — | |||||||||||||||||||||||||||||
| 6/1/2021 | (5) | 27,200 | $ | 702,576 | ||||||||||||||||||||||||||||||||||||
| 6/1/2021 | (3) | 27,200 | $ | 702,576 | — | — | ||||||||||||||||||||||||||||||||||
| option awards | stock awards | ||||||||||||||||||||||||||||||||||||||||||||||
| name | grant date | number of securities underlying unexercised options exercisable | number of securities underlying unexercised options unexercisable | equity incentive plan awards: number of securities underlying unexercised unearned options | option exercise price | option expiration date | number of shares or units of stock that have not vested | market value of shares or units that have not vested (1) | equity incentive plan awards: number of unearned shares, units or other rights that have not vested | equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested(1) | |||||||||||||||||||||||||||||||||||||
| Tarang Amin | 1/31/2014(1) | 238,440 | — | — | $ 1.84 | 1/31/2024 | — | — | — | — | |||||||||||||||||||||||||||||||||||||
9/21/2016(1) | 328,037 | — | — | $17.00 | 9/21/2026 | — | — | — | — | ||||||||||||||||||||||||||||||||||||||
2/14/2017(1) | 213,000 | — | — | $26.84 | 2/14/2027 | — | — | — | — | ||||||||||||||||||||||||||||||||||||||
3/1/2018(1) | 252,000 | — | — | $18.43 | 3/1/2028 | — | — | — | — | ||||||||||||||||||||||||||||||||||||||
6/1/2020(2) | — | — | — | — | — | 59,700 | $4,916,295 | — | — | ||||||||||||||||||||||||||||||||||||||
6/1/2021(3) | — | — | — | — | — | — | — | 137,820 | $11,349,477 | ||||||||||||||||||||||||||||||||||||||
6/1/2021(2) | — | — | — | — | — | 51,682 | $4,256,013 | — | — | ||||||||||||||||||||||||||||||||||||||
6/1/2022(4) | — | — | — | — | — | — | — | 179,505 | $14,782,237 | ||||||||||||||||||||||||||||||||||||||
6/1/2022(2) | — | — | — | — | — | 79,780 | $6,569,883 | — | — | ||||||||||||||||||||||||||||||||||||||
| Mandy Fields | 4/22/2019(2) | — | 20,940 | — | $12.22 | 4/22/2029 | 32,732 | $2,695,480 | — | — | |||||||||||||||||||||||||||||||||||||
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 | ||||||||||||||||||||||||||||||||||||||
6/1/2022(2) | — | — | — | — | — | 41,790 | $3,441,407 | — | — | ||||||||||||||||||||||||||||||||||||||
| Josh Franks | 1/2/2020(2) | — | 14,700 | — | $15.70 | 1/2/2030 | 15,925 | $1,311,424 | — | — | |||||||||||||||||||||||||||||||||||||
6/1/2020(2) | — | — | — | — | — | 6,040 | $ 497,394 | — | — | ||||||||||||||||||||||||||||||||||||||
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 | 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 | ||||||||||||||||||||||||||||||||||||||
6/1/2022(2) | — | — | — | — | — | 41,790 | $3,441,407 | — | — | ||||||||||||||||||||||||||||||||||||||
| Scott Milsten | 8/12/2015 | 18,000 | — | — | $ 1.84 | 8/12/2025 | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| 9/21/2016 | 97,281 | — | — | $17.00 | 9/21/2026 | — | — | — | — | ||||||||||||||||||||||||||||||||||||||
| 2/14/2017 | 48,300 | — | — | $26.84 | 2/14/2027 | — | — | — | — | ||||||||||||||||||||||||||||||||||||||
| 3/1/2018 | 72,000 | — | — | $18.43 | 3/1/2028 | — | — | — | — | ||||||||||||||||||||||||||||||||||||||
6/1/2020(2) | — | — | — | — | — | 30,780 | $2,534,733 | — | — | ||||||||||||||||||||||||||||||||||||||
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 | — | — | ||||||||||||||||||||||||||||||||||||||
| (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 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. | ||||||||||||||||||||||||||||||||||||||||||||||
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| (3) | The PSUs granted in | ||||||||||||||||||||||||||||||||||||||||||||||
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| (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. | ||||||||||||||||||||||||||||||||||||||||||||||
| 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 | — | — | 242,267 | $ | 6,646,553 | |||||||||||
Mandy Fields | 20,940 | $ | 376,711 | 46,166 | $ | 1,264,941 | ||||||||||
Josh Franks | — | — | 18,945 | $ | 494,286 | |||||||||||
Kory Marchisotto | — | — | 45,283 | $ | 1,192,715 | |||||||||||
Rich Baruch | 52,440 | $ | 1,530,662 | 47,887 | $ | 1,263,375 | ||||||||||
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| 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. | ||||||||||||||||||||||||||||
Non-Change
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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 | ||||||||||||||||||||
•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 and Mr. Milsten, who each commenced employment prior to our current post-employment benefits practices, is entitled to 18 months; similarly Mr. Baruch wasare 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 for at least six months of such fiscal year.
With respect to the stock option awards granted to Mr. Amin and Mr. Baruch on February 14, 2017, in the event of a change in control, if the per share consideration provided to our stockholders pursuant to that change in control equals or exceeds the remaining applicable share price target ($33 or $36) for a tranche that has not previously or otherwise vested, then that tranche vests in full immediately prior to that change in control, subject to continued service by Mr. Amin, through the closing of that change in control. Mr. Baruch’s unvested stock option awards forfeited upon his departure.
With respect to the FY 2021 PSAs, in the event of a change in control, such awards would vest in full as of immediately prior to such change in control, subject to continued service by the named executive officer through the closing of the change in control; provided, however, that the FY 2021 PSAs would be forfeited immediately on the date the Compensation Committee determines that the performance goal was not achieved. The Compensation Committee determined in April 2021 that the performance goal for the FY 2021 PSAs was achieved and the PSAs vested in full on June 1, 2022.
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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 through such date; provided that in the event of a termination of employment without “cause” or by the named executive officer for “good reason”,reason,” in each case, within 12 months following the change in control, vesting will accelerate in full.
| 2023 Proxy Statement | 65 | | ||||||
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In the event of 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 “
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 | $ | 950,000 | $ | 53,122 | — | $ | 1,953,122 | |||||||||||
Termination due to death or disability | — | $ | 950,000 | — | — | $ | 950,000 | |||||||||||||
Change in control with equity assumption or substitution | — | — | — | $ | 10,520,611 | $ | 10,520,611 | |||||||||||||
Change in control without equity assumption or substitution | — | — | — | $ | 10,520,611 | $ | 10,520,611 | |||||||||||||
Qualifying change in control termination | $ | 950,000 | $ | 950,000 | $ | 53,122 | $ | 10,520,611 | $ | 12,473,733 | ||||||||||
Mandy Fields | ||||||||||||||||||||
Qualifying non—change in control termination | $ | 350,000 | $ | 350,000 | $ | 373 | — | $ | 700,373 | |||||||||||
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 | — | — | — | $ | 5,169,561 | $ | 5,169,561 | |||||||||||||
Qualifying change in control termination | $ | 350,000 | $ | 350,000 | $ | 373 | $ | 5,169,561 | $ | 5,869,934 | ||||||||||
Josh Franks | ||||||||||||||||||||
Qualifying non—change in control termination | $ | 325,000 | $ | 260,000 | $ | 22,907 | — | $ | 607,907 | |||||||||||
Termination due to death or disability | — | $ | 260,000 | — | — | $ | 260,000 | |||||||||||||
Change in control with equity assumption or substitution | — | — | — | — | — | |||||||||||||||
Change in control without equity assumption or substitution | — | — | — | $ | 2,863,516 | $ | 2,863,516 | |||||||||||||
Qualifying change in control termination | $ | 325,000 | $ | 260,000 | $ | 22,907 | $ | 2,863,516 | $ | 3,471,423 | ||||||||||
Kory Marchisotto | ||||||||||||||||||||
Qualifying non—change in control termination | $ | 325,000 | $ | 260,000 | $ | 23,924 | — | $ | 608,924 | |||||||||||
Termination due to death or disability | — | $ | 260,000 | — | — | $ | 260,000 | |||||||||||||
| 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 | ||||||||||||
| 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 | ||||||||||||
| 66 | 2023 Proxy Statement |
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| Intro | Board | Exec. Comp. | Equity Plans | Stockholders | Add’l. Info | Q&A | Annexes | |||||||||||||||||||||||||||||||
name | continued base salary | pro—rated annual cash incentive | continued benefits (1) | equity acceleration (2) | total | |||||||||||||||
Change in control with equity assumption or substitution | — | — | — | — | — | |||||||||||||||
Change in control without equity assumption or substitution | — | — | — | $ | 4,245,821 | $ | 4,245,821 | |||||||||||||
Qualifying change in control termination | $ | 325,000 | $ | 260,000 | $ | 23,924 | $ | 4,245,821 | $ | 4,854,745 | ||||||||||
Rich Baruch(3) | ||||||||||||||||||||
Qualifying non—change in control termination | $ | 325,000 | $ | 260,000 | $ | 17,096 | — | $ | 602,096 | |||||||||||
Termination due to death or disability | — | $ | 260,000 | — | — | $ | 260,000 | |||||||||||||
Change in control with equity assumption or substitution | — | — | — | — | — | |||||||||||||||
Change in control without equity assumption or substitution | — | — | — | $ | 3,730,808 | $ | 3,730,808 | |||||||||||||
Qualifying change in control termination | $ | 325,000 | $ | 260,000 | $ | 17,096 | $ | 3,730,808 | $ | 4,332,904 | ||||||||||
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| 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. | ||||||||||||||||||||||
•the median of the annual total compensation of all employees (other than our Chief Executive Officer) was $123,656;
•the annual total compensation of our Chief Executive Officer was $5,234,197;$5,634,119; and
| 2023 Proxy Statement | 67 | | ||||||
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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 purposedpurposes of the pay ratio), we used the following methodology and the material assumptions, adjustments, and estimates:
•we selected March 31, 20222023 (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 301383 individuals (other than our Chief Executive Officer), including our employees located in the U.S.United States and international locations (including over 10 employees in the UK and over 70 employees in China). All—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 20222023 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 20222023 (assuming payout at 100% of target), and (iii) the grant date fair value of the employee’s equity awards awarded in FY 20222023 (or committed in FY 20222023 to award if the employee’s new hire date was after the last equity grant date in FY 2022)2023); and
◦for hourly and/or temporary employees, we used (i) actual pay for FY 2022,2023, (ii) any bonus paid in FY 2022,2023, and (iii) the grant date fair value of any equity awards granted in FY 2022.
◦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.
UK.
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| 68 | 2023 Proxy Statement | ||||||
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| Intro | Board | Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes | ||||||||||||||||||||
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 | |||||||||||||||||||||
| 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 | ||||||||||||||||||||||||
| 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 | ||||||||||
| 2023 Proxy Statement | 69 | | ||||||
| Intro | Board | Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes | ||||||||||||||||||||
| 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 | ||||||||||||||
| 70 | 2023 Proxy Statement | ||||||
| Intro | Board | Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes | ||||||||||||||||||||
| 2023 Proxy Statement | 71 | | ||||||
| Intro | Board | Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes | ||||||||||||||||||||
| performance measure | ||||||||
| Adjusted EBITDA | ||||||||
| Net Sales | ||||||||
| Market Share Gain | ||||||||
| 72 | 2023 Proxy Statement | ||||||
| Intro | Board | Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes | ||||||||||||||||||||
| 73 |
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| Intro | Board | Exec. Comp. | Equity Plans | Stockholders | Add’l. Info | Q&A | Annexes | |||||||||||||||||||||||||||||||
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 | 4,104,111 | (3) | $ | 12.82 | 11,645,754 | (4)(5) | |||||||||
Equity Compensation Plans Not Approved by Stockholders | — | — | — | ||||||||||||
TOTAL | 4,104,111 | (3) | $ | 12.82 | 11,645,754 | (4)(5) | |||||||||
| 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. | ||||||||||||||||
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| Intro | Board | Exec. Comp. | Equity Plans | Stockholders | Add’l. Info | Q&A | Annexes | |||||||||||||||||||||||||||||||
name of beneficial holder | total beneficial ownership (#) | total beneficial ownership (%) (1) | ||||||
Greater than 5% stockholder: | ||||||||
BlackRock, Inc. (2) | 7,219,446 | 13.8% | ||||||
The Vanguard Group, Inc. (3) | 5,352,464 | 10.2% | ||||||
Tarang Amin (4) | 3,353,905 | 6.3% | ||||||
Champlain Investment Partners, LLC (5) | 3,076,950 | 5.9% | ||||||
Victory Capital Management Inc. (6) | 2,670,190 | 5.1% | ||||||
Named executive officers and directors: | ||||||||
Tarang Amin (4) | 3,353,905 | 6.3% | ||||||
Mandy Fields (7) | 80,536 | * | ||||||
Josh Franks (8) | 93,959 | * | ||||||
Kory Marchisotto (9) | 154,760 | * | ||||||
Rich Baruch (10) | 320,112 | * | ||||||
Tiffany Daniele (11) | 1,253 | * | ||||||
Lori Keith (12) | 13,344 | * | ||||||
Lauren Cooks Levitan (13) | 74,406 | * | ||||||
Kenny Mitchell (14) | 11,294 | * | ||||||
Kirk Perry (15) | 85,017 | * | ||||||
Beth Pritchard (16) | 22,953 | * | ||||||
Maureen Watson (17) | 44,987 | * | ||||||
Richard Wolford (18) | 88,210 | * | ||||||
Executive officers and directors as a group (14) (19) | 4,442,175 | 8.2% | ||||||
| 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. | |||||||||||||
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| (15) | Consists of (i) 0 shares of common stock held by Ms. Watson, (ii) | |||||||||||||
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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. | 76 | 2023 Proxy Statement | ||||||
| Intro | Board | Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes | ||||||||||||||||||||
During FY 2022, we actively engaged with approximately 70% of our top 20 stockholders who collectively hold approximately 50% of our outstanding common stock in order to understand their viewpoints concerning a number of topics, including topics relating to our strategic direction (such as our key strategic imperatives), opportunities for growth, capital allocation strategies, executive compensation programs and policies, and corporate governance profile and policies. See under the heading “Executive Compensation-Compensation Discussion and Analysis-Executive Summary—The Compensation Committee’s Continued Engagement with Stockholders” for information regarding the Compensation Committee’s outreach to obtain our stockholders’ insights on our executive compensation program.
14, 2024. However, if we hold the 2024 annual meeting of stockholders more than 30 days before, or more than 60 days after, August 24, 2024 (the one-year anniversary of the 2023 annual meeting), we will disclose the deadline by which stockholder proposals to be included in 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.
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we first publicly disclose the date of the 20232024 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.
ATTN: Corporate Secretary
570 10th Street
Oakland, California 94607
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| Intro | Board | Exec. Comp. | Equity Plans | Stockholders | Add’l. Info | Q&A | Annexes | |||||||||||||||||||||||||||||||
2024.
| 78 | 2023 Proxy Statement |
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| Intro | Board | Exec. Comp. | Equity Plans | Stockholders | Add’l. Info | Q&A | Annexes | |||||||||||||||||||||||||||||||
type of fees | FY 2022 | FY 2021 | ||||||
Audit Fees (1) | $ | 1,392,250 | $ | 1,559,500 | ||||
Audit-Related Fees | — | — | ||||||
Tax Fees (2) | $ | 26,250 | $ | 20,413 | ||||
All Other Fees (3) | $ | 425,000 | — | |||||
Total | $ | 1,843,500 | $ | 1,579,913 | ||||
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| 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. | ||||||||||||||||
The Audit Committee pre-approved all services provided by Deloitte for FY 2023 in accordance with this policy.
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| 79 | | |||||||||
| Intro | Board | Exec. Comp. | Equity Plans | Stockholders | Add’l. Info | Q&A | Annexes | |||||||||||||||||||||||||||||||
2023.
Lauren Cooks Levitan
| 80 | 2023 Proxy Statement |
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| Intro | Board | Exec. Comp. | Equity Plans | Stockholders | Add’l. Info | Q&A | Annexes | |||||||||||||||||||||||||||||||
name.”
Requests for registration for the 2022 annual meeting should be directed to Computershare as follows:
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| 81 | | |||||||||
| Intro | Board | Exec. Comp. | Equity Plans | Stockholders | Add’l. Info | Q&A | Annexes | |||||||||||||||||||||||||||||||
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as follows:
Proxy Statement.
e.l.f. Beauty, Inc.
ATTN: Investor Relations
570 10th Street
Oakland, California 94607
ir@elfbeauty.com
| 82 | 2023 Proxy Statement |
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| Intro | Board | Exec. Comp. | Equity Plans | Stockholders | Add’l. Info | Q&A | Annexes | |||||||||||||||||||||||||||||||
| e.l.f. Beauty, Inc. ATTN: Investor Relations 570 10th Street Oakland, California 94607 | ||
| ir@elfbeauty.com | ||
Forward-Looking Statements
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 we believe 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 2022 Annual Report, as updated from time to time in our SEC filings. Potential investors are urged to consider these factors carefully in evaluating the forward-looking statements. These forward-looking statements 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.
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| 83 | | |||||||||
| Intro | Board | Exec. Comp. | Equity Plans | Stockholders | Add’l. Info | Q&A | Annexes | |||||||||||||||||||||||||||||||
Adjusted EBITDA excludes costs or gains related to restructuring of operations, stock-based compensation, loss on extinguishment of debt and other non-cash and non-recurring costs. Such other non-cash or non-recurring costs include 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.
| 84 | 2023 Proxy Statement |
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| Intro | Board | Exec. Comp. | Equity Plans | Stockholders | Add’l. Info | Q&A | Annexes | |||||||||||||||||||||||||||||||
Materials or each set of proxy materials to ensure that all of your shares are voted.
| 2023 Proxy Statement | 85 | | ||||||
| Intro | Board | Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes | ||||||||||||||||||||
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If your shares were held not in your name, but rather in an account at a broker, as of July 6, 2022,5, 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 20222023 annual meeting.
What happens if a nominee is unable to stand for election?
| 86 | 2023 Proxy Statement | ||||||
| Intro | Board | Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes | ||||||||||||||||||||
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How do I vote?
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Beneficial owners of shares
Please see under the heading “Additional Information-Important Information Regarding the Virtual Meeting” for information on how to register and attend the 2022 annual meeting.
When is the record date for the 2022 annual meeting?
July 6, 2022.
How many votes do I have?
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, 2022.
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| 87 | | |||||||||
| Intro | Board | Exec. Comp. | Equity Plans | Stockholders | Add’l. Info | Q&A | Annexes | |||||||||||||||||||||||||||||||
Who is entitled to vote?
Stockholders as July 6, 2022 are entitled to vote on all items properly presented at our 2022 annual meeting. On July 6, 2022, 52,424,282 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, 2022.
Who can vote by online ballot at the 2022 annual meeting?
Stockholders of record as of July 6, 2022 may vote by online ballot at the 2022 annual meeting.
If you held your shares through a broker, you may not vote your shares by online ballot at the 2022 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
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 voted “Against” in order for this proposal to be approved. Abstentions and broker non-votes are not considered votes cast for this purpose and will have no effect on the vote for this proposal.
| 88 | 2023 Proxy Statement | ||||||
| Intro | Board | Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes | ||||||||||||||||||||
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| proposal | classification | ||||||||||||||||||||
| 1. | |||||||||||||||||||||
The proposals to be voted on at the 2022 annual meeting are classified as follows:
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| Election of Class | non-routine | ||||||||
2. | Advisory vote on compensation | non-routine | ||||||||
3. | Ratification of appointment of Deloitte as our independent registered public accounting firm | routine | ||||||||
counted.
| 2023 Proxy Statement | 89 | | ||||||
| Intro | Board | Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes | ||||||||||||||||||||
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present in person or represented by proxy, may adjourn the 20222023 annual meeting to another time or place.
2023 annual meeting.
to our Corporate Secretary, must comply with
| 90 | 2023 Proxy Statement | ||||||
| Intro | Board | Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes | ||||||||||||||||||||
14, 2024. However, if we hold the 2024 annual meeting of stockholders more than 30 days before or after August 24, 2024, we will publicly disclose the deadline by which stockholder proposals to be included in our proxy materials must be received.
ATTN: Corporate Secretary
570 10th Street
Oakland, California 94607
ir@elfbeauty.com
| 91 |
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| Intro | Board | Exec. Comp. | Equity Plans | Stockholders | Add’l. Info | Q&A | Annexes | |||||||||||||||||||||||||||||||
to Non-GAAP Reconciliation Tables
| FY 2022 | FY 2021 | |||||||
Net income | $ | 21,770 | $ | 6,232 | ||||
Interest expense, net | $ | 2,441 | $ | 4,090 | ||||
Income (benefit) tax provision | $ | 3,661 | $ | (2,542 | ) | |||
Depreciation and amortization | $ | 22,403 | $ | 21,078 | ||||
EBITDA | $ | 50,275 | $ | 28,858 | ||||
Restructuring expense (1) | $ | 50 | $ | 2,641 | ||||
Stock-based compensation | $ | 19,646 | $ | 19,682 | ||||
Loss on extinguishment of debt (2) | $ | 460 | $ | — | ||||
Other non-cash and non-recurring (3) | $ | 4,256 | $ | 9,897 | ||||
Adjusted EBITDA | $ | 74,687 | $ | 61,078 | ||||
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| 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. | ||||||||||||||||
| FY 2022 | FY 2021 | |||||||
Net income | $ | 21,770 | $ | 6,232 | ||||
Restructuring expense (1) | $ | 50 | $ | 2,641 | ||||
Stock-based compensation | $ | 19,646 | $ | 19,682 | ||||
Other non-cash and non-recurring (2) | $ | 2,765 | $ | 9,544 | ||||
Loss on extinguishment of debt (3) | $ | 460 | $ | — | ||||
Amortization of acquired intangible assets (4) | $ | 8,123 | $ | 8,123 | ||||
Tax impact (5) | $ | (7,596 | ) | $ | (9,434 | ) | ||
Adjusted net income | $ | 45,218 | $ | 36,788 | ||||
| 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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| 92 |
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C123456789000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext000004ENDORSEMENT_LINE______________ SACKPACK_____________MR A SAMPLEDESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 ADD 5 ADD 6Your vote matters – here’s how to vote!You may vote online or by phone instead of mailing this card.OnlineGo to www.envisionreports.com/ELF or scan the QR code — login details are located in the shaded bar below.PhoneCall toll free 1-800-652-VOTE (8683) within the USA, US territories and CanadaSave paper, time and money! Sign up for electronic delivery at www.envisionreports.com/ELFUsing a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas.2022 Annual Meeting Proxy Card 1234 5678 9012 345qIF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. qA Proposals — The Board of Directors recommend a vote FOR all the nominees listed and FOR Proposals 2 and 3.1. To elect four Class III directors, each to serve for three years. +01—Tarang Amin 02—Tiffany Daniele 03—Lori Keith04—Beth PritchardMark here to vote FOR all nominees Mark here to WITHHOLD vote from all nominees01 02 03 04 For All EXCEPT—To withhold a vote for one or more nominees, mark the box to the left and the corresponding numbered box(es) to the right.For Against Abstain For Against Abstain2. To approve, on an advisory basis, the compensation of the 3. To ratify the appointment of Deloitte & Touche LLP as the Company’s named executive officers. Company’s independent registered public accounting firm for the fiscal year ending March 31, 2023Note: The proxies are authorized to vote in their discretion upon such other business as may properly come before the annual meeting or any adjournment or postponement thereof.B Authorized Signatures — This section must be completed for your vote to count. Please date and sign below.Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title.Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box.C 1234567890 J N T MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE 140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE ANDMR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND1UPX 546992 MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND +03NWBB
The 2022 Annual Meeting of Stockholders of e.l.f. Beauty, Inc. will be held onThursday, August 25, 2022 at 8:30 A.M., Pacific time, virtually via the internet at meetnow.global/M9M72JX.To access the virtual meeting, you must have the information that is printed in the shaded bar located on the reverse side of this form.Important notice regarding the Internet availability of proxy materials for the Annual Meeting of Stockholders. The material is available at: www.envisionreports.com/ELFSmall steps make an impact.Help the environment by consenting to receive electronic delivery, sign up at www.envisionreports.com/ELFqIF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. qProxy — e.l.f. Beauty, Inc. + 2022 Annual Meeting of Stockholders — August 25, 2022 at 8:30 a.m.Proxy Solicited by Board of DirectorsThe stockholder(s) hereby appoint(s) Tarang Amin, Mandy Fields, and Scott Milsten, or any of them, as proxies, each with the power to appoint his or her substitute, and hereby authorizes them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of common stock of e.l.f. Beauty, Inc. that the stockholder(s) is/are entitled to vote at the Annual Meeting of Stockholders to be held at 8:30 a.m., Pacific time, on August 25, 2022, and any adjournment or postponement thereof, on all matters set forth on the reverse side and in the discretion of the proxies upon such other matters as may properly come before the Annual Meeting.This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors’ recommendations.C Non-Voting ItemsChange of Address — Please print new address below. Comments — Please print your comments below.
Tarang Amin 
Tiffany Daniele
Lori Keith
Beth Pritchard 
Kenny Mitchell
Kirk Perry
Maureen Watson
Richard Wolford
