UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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e.l.f. Beauty, Inc.

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~~2019 proxy statement~~

2020 proxy statement

notice of annual meeting of stockholders

~~May 21, 2019~~

August 27, 2020

8:30 a.m., ~~local~~Pacific time

~~e.l.f. Beauty, Inc.~~
~~570 10th Street, 3rd Floor~~
~~Oakland, California 94607~~Virtual Meeting

~~table of contents~~

page
page
Letter from our Chairman and CEO
1

Additional Information
41

Notice of Annual Meeting of Stockholders
2

Other Business for Consideration
41

e.l.f. at a Glance
3

No Incorporation by Reference
41

Proxy Statement Summary
3

Annual Report
41

Our Board of Directors
7

Internet Availability of Annual Meeting Materials
41

Proposal 1: Election of Class III Directors
7

Expenses of Solicitation
41

Nominees
8

Stockholders Sharing the Same Address 42
Continuing Directors
10

Forward-Looking Statements 42
Our Board 13
Questions and Answers
43

Role and Responsibilities of Our Board 14
Proxy Card
48

How Our Board is Organized 15

How Our Directors are Selected and Evaluated 18

Meeting Attendance 21

How Our Directors Are Paid 21

How You Can Communicate With Us 23

Our Company
24

Our Executive Officers
24

Certain Relationships and Related Party Transactions
25

Corporate Governance Materials Available on Our Website 26

Executive Compensation
27

General
27

Named Executive Officers
27

Compensation Setting Process
27

Primary Compensation Components
27

Executive Compensation Tables 30

Compensation Committee Interlocks and Insider Participation 32

Equity Compensation Plan Information
33

Our Stockholders
34

Beneficial Ownership of Common Stock
34

Chief Executive Officer Stock Purchases 36

Section 16(a) Beneficial Ownership Reporting Compliance 36

Stockholder Proposals 37

Audit Matters
38

Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm
38

Audit Fees and Services
39

Pre-Approval Policy
39

Audit Committee Report
39



i	~~2019~~2020 Proxy Statement

table of contents

~~April 10, 2019~~

~~Dear Stockholders,~~

On behalf of management and our Board of Directors, we cordially invite you to attend the 2019 annual meeting of stockholders of e.l.f. Beauty, Inc. The 2019 annual meeting will be held on May 21, 2019, at 8:30 a.m., local time, at e.l.f. Beauty’s offices located at 570 10th Street, 3rd Floor, Oakland, California 94607. The matters expected to be acted upon at the 2019 annual meeting are described in detail in the accompanying Notice of Annual Meeting of Stockholders and proxy statement.

We thank you for your support of e.l.f. Beauty in 2018. The year was challenging for us, with net sales down 1% from 2017. Despite top line weakness, we improved our margin profile and delivered strong operating cash flow. We are keenly focused on five strategic imperatives in 2019:

~~Drive demand in our brand~~. e.l.f.'s core advantage is our ability to delight consumers with prestige quality cosmetics and skin care at an extraordinary value. Over the past 18 months, the beauty market has undergone a competitive transformation, with new entrants, beauty influencers, and social networks changing the way consumers interact with brands. We realize we need to meet our consumers wherever they are. To this end, we plan to increase the marketing investment behind digital and social engagement to draw more consumers to our superior brand proposition.

~~Focus products on first to mass, quality, and value~~. We continue to be an innovation leader, making prestige quality products accessible to the mass market. Two recent examples are our $8 Poreless Putty Primer that compares to a similar prestige product priced at $52 and our $5 16hr Camo Concealer that compares to a similar prestige product priced at $27. Both products received rave reviews, with consumers declaring our 16hr Camo Concealer “the best concealer ever.” We see the ability to better leverage our unique product advantage through a refreshed marketing approach.

~~Improve productivity at national retailers~~. Even with our 2018 trends, e.l.f. is amongst the most productive cosmetic brands at Target, Walmart, Ulta Beauty, and our other leading national retailers. Earlier this year, we completed the first phase of “Project Unicorn”—a major initiative at shelf to elevate our brand presentation, highlight our category leadership with America’s #1 primers and brushes, and offer more product facings to help drive sales productivity. We also continue to expand our brand footprint, gaining additional shelf space at Ulta Beauty, and gaining additional distribution at Walgreens, Boots, and other leading international retailers.

~~Double down on digital.~~ As a digitally native brand with a leading mass beauty e-commerce site, on-line has always been the main driver of our engagement model. As more digital brands enter our space, we are increasing both our focus and investment in our digital platform. Examples include important initiatives on mobile, loyalty, personalization, and distribution. We also plan to expand our digital channels internationally.

~~Generate cost savings to help pay for brand investments~~. We have built an operations advantage that provides the best combination of cost, quality, and speed in our industry. We are also making choices to help generate the savings to help pay for our brand investments. Earlier this year, we closed our 22 e.l.f. retail stores and identified several automation, manufacturing, and cost savings initiatives that are slated to be complete in 2019. As a brand committed to extraordinary value, cost is always a focus.

~~We look forward to updating you on progress on these strategic imperatives.~~

~~Sincerely,~~

~~Tarang P. Amin~~

~~Chairman and Chief Executive Officer~~



	page		page

Letter from our Chairman and CEO	1	Compensation setting process	42
Notice of Annual Meeting of Stockholders	3	Compensation program components	44
Introduction	4	Other compensation information	52
Our board of directors	8	Compensation Committee report	54
Proposal 1: Election of three class I directors	8	Executive compensation tables	55
Nominees	9	Summary compensation table	55
Continuing directors	12	Grants of plan-based awards	56
Our board	18	Outstanding awards at fiscal year-end	57
Membership and key attributes	18	Stock option exercises and stock vested	58
The role and responsibilities of our board	19	Additional tables	58
How our board is organized	20	Compensation committee interlocks and insider participation	61
How our directors are selected	23	Equity compensation plan information	62
How our directors are evaluated	26	Our stockholders	63
Meeting attendance	26	Beneficial ownership of common stock	63
How our directors are paid	26	Stockholder engagement	65
How you can communicate with us	29	Stockholder proposals	65
Our company	30	Audit matters	67
Our executive officers	30	Proposal 4: Ratification of appointment of independent registered public accounting firm	67
Certain relationships and related party transactions	33	Audit fees and services	68
Corporate governance materials	33	Pre-approval policy	68
Executive compensation	35	Audit Committee report	68
Proposal 2: Advisory vote to approve compensation for our named executive officers	35	Additional information	70
Proposal 3: Advisory vote on the frequency of the advisory vote on executive compensation	37	Questions and answers	74
Compensation discussion and analysis	38	Annex A: GAAP to non-GAAP reconciliation tables	81
Executive summary	38
Named executive officers	41
Compensation philosophy, objectives, and design	41



	~~2019~~	2020 Proxy Statement



2020 Proxy Statement

letter from our chairman and CEO

~~notice of annual meeting of stockholders~~



Dear Stockholders, FY 2020 was a great year for e.l.f. Beauty. We saw four quarters of net sales expansion, culminating in a 13% year-over-year increase in net sales in the fourth quarter (16% excluding e.l.f. retail stores). FY 2020 highlights include:		Tarang Amin Chairman and CEO
• Net sales of $283 million, up 6% versus a year ago (11% versus a year ago, excluding e.l.f. retail stores). • Gross margin of 64%, up 300 basis points versus a year ago (and up 1,700 basis points versus FY 2014). • Net income of $18 million and Adjusted EBITDA of $63 million, up slightly versus a year ago, even with doubling our marketing and digital investment to 13% of net sales. • e.l.f. Cosmetics grew the most market share of the top five color cosmetics brands in the U.S., up 50 basis points. • We made our first acquisition of the pioneering clean beauty brand W3LL PEOPLE, bringing to the company 40 EWG VERIFIED™ products and access to this fast-growing beauty segment.

We accomplished these results by investing in our brand recharge and executing on our five strategic imperatives:

1. Drive brand demand. We launched our “e.l.f.ing amazing” campaign to bring e.l.f. Cosmetics’ superpowers of 100% vegan and cruelty-free, holy grail first-to-mass products, premium quality, extraordinary prices, and universal appeal to the forefront of the beauty conversation. We also created a groundbreaking “Eyes. Lips. Face.” hashtag challenge on TikTok, which quickly became the most viral campaign in TikTok U.S. history with over 6 billion views!

2. Major step-up in digital. True to our digitally native roots, we drove double-digit growth in traffic and new consumers to elfcosmetics.com, the #1 mass e-commerce brand site. Our Beauty Squad loyalty program grew to 1.8 million members. Consumption on our retailer.coms and Amazon was up over 50%.

3. Provide first-to-mass prestige-quality products. We strengthened our leading position in primers, brushes, and brow, gaining significant market share in these hero segments. Our Poreless Putty Primer is the best-selling primer in the U.S. and the #1 SKU in the face category. We continue to focus on skin care as a strategically important category, with consumption up 27% in FY 2020.

4. Drive national retailer productivity. We improved our shelf assortment and presentation via Project Unicorn, delivering the highest productivity of any color cosmetics brand at Target and Walmart. Our consumption at ULTA Beauty and other retailers also did well. Given the strength of our innovation and consumer engagement, Walmart and ULTA Beauty plan to expand our space in a subset of their doors in FY 2021.

5. Deliver cost savings tofuel brand investments. We successfully redeployed the $13.7 million of savings from closing our 22 e.l.f. retail stores to our digital and national retailer business. We are particularly pleased with our pricing execution in July 2019 as it was the most significant pricing action that we've taken in our 16-year history, and, along with cost savings and favorable foreign exchange rates, overcame tariffs on China goods.



	1	2020 Proxy Statement



We're equally excited about our strategic extensions, specifically the acquisition of W3LL PEOPLE and the internal development of an exciting new brand we plan to introduce in FY 2021. We believe strategic extensions are key to our long-term growth as we evolve from a single brand to a multi-brand beauty company and help leverage the investments in our world-class team and capabilities.

The strength of our team can be seen in our response to COVID-19. We were one of the first beauty companies to be fully operational once restrictions were lifted in China. We continue to execute on our strategic imperatives and gain market share on the e.l.f. Cosmetics brand. Our team reflects the diverse beauty enthusiasts we serve with our employee base being 70% women, 55% Millennial, and over 45% diverse.

Our Board of Directors has extensive public company experience, extensive retail, beauty, and consumer products experience, and has been actively engaged in overseeing our strategic imperatives. I am so proud that e.l.f. Beauty is one of only 10 public companies with over 60% women on the board of directors (out of 4,800+ public companies).

Our mission to make the best of beauty accessible to every eye, lip and face is more important than ever. We believe that our fundamental value equation and digital engagement, as well as our world-class team's ability to adapt at “e.l.f. speed”, positions us well to navigate COVID-19 challenges and continue to gain market share in the coming year.

Sincerely,



~~when:~~	~~May 21, 2019,~~
See Annex A for a reconciliation of GAAP measures to non-GAAP measures.



2020 Proxy Statement	2



notice of annual meeting of stockholders



when	where	record date
August 27, 2020 at 8:30 a.m., ~~local time.~~Pacific time	Virtual Meeting www.meetingcenter.io/285699127 Password: ELF2020	July 6, 2020



items of business		voting recommendation
1.	Elect three Class I directors.	“FOR” all of the nominees

~~where:~~2.	~~e.l.f. Beauty, Inc., 570 10th Street, 3rd Floor, Oakland, California 94607~~ Approve, on an advisory basis, the compensation of our named executive officers (“say-on-pay vote”).	“FOR”

~~record date:~~3.	~~March 25, 2019~~ Indicate, on an advisory basis, the preferred frequency of the say-on-pay vote.	“1 YEAR”

~~items of business:~~4.	~~1. Elect the 3 nominees for Class III director named in the proxy statement.~~ 2. Ratify the selection of Deloitte & Touche LLP as the Company’s independent ~~auditor~~registered public accounting firm for ~~the transition period ended March 31, 2019 and~~ the fiscal year ending March 31, ~~2020.~~2021. 3.	“FOR”

5.	Transact other business that may properly come before the annual meeting.

~~voting recommendation:~~	~~The Board of Directors recommends that you vote “FOR”~~ ~~each nominee and “FOR”~~ ~~the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm.~~

~~admission:~~	~~Proof of stock ownership as of the record date will be required to enter the annual meeting.~~

~~proxy materials:~~	~~We encourage you to carefully read the proxy materials as they contain important information about the Company, the annual meeting, and the items of business to be voted on at the annual meeting.~~

~~By Order of the Board of Directors,~~

~~Scott K. Milsten~~

~~Corporate Secretary~~

~~Oakland, California~~

~~April 10, 2019~~



By Order of the Board of Directors,

Scott Milsten, Corporate Secretary
Oakland, California
July 17, 2020




YOUR VOTE IS VERY IMPORTANT! Make your vote count. ~~Your vote is very important. Whether or not~~Even if you plan to attend ~~the~~2020 annual meeting in person, please ~~promptly~~cast your vote ~~over the Internet or by completing, signing, dating~~as soon as possible. For information about registering, attending, and ~~returning your proxy card or~~ voting ~~instruction form so that your shares will be represented~~ at the ~~annual meeting. Submitting your proxy now will not prevent you from voting your shares at the~~2020 annual meeting, ~~as your~~please see under the heading “additional information—important information regarding the virtual meeting” on page 70 of the proxy ~~is revocable at your option. Please note that if your shares are held by a broker and you wish to vote at the annual meeting, you must obtain a proxy issued in your name from your broker.~~statement.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be Held on ~~May 21, 2019:~~August 27, 2020
	The Notice of Annual Meeting of Stockholders, Proxy Statement, ~~Proxy Card,~~ and Annual Report on Form 10-K for the year ended ~~December~~March 31, ~~2018~~2020 are available at ~~www.envisionreports.com/~~www.edocumentview.com/ELF.



2	~~2019 Proxy Statement~~

~~e.l.f. at a glance~~

e.l.f. Beauty, Inc.’s (the “Company” or “we”) mission is to make luxurious beauty accessible for all. As one of the most innovative beauty companies, we engage young, diverse beauty enthusiasts by offering high-quality, prestige-inspired cosmetic and skin care products at extraordinary value. From formulation to package design, our products deliver quality and innovation at a fraction of prestige prices, encouraging frequent consumer purchasing and experimentation without the guilt of overspending.

We continue to be an innovation leader in the mass beauty category. Our business model allows us to get “first to mass” products inspired by trends in prestige beauty into our consumers’ hands quickly at accessible prices.

We are proud to be 100% vegan and cruelty-free. All e.l.f. products are hypoallergenic, non-comedogenic and vegan and do not contain any animal-derived ingredients. We do not test on animals or endorse such practices, nor do we use ingredients that are tested on animals. Our products are also free from parabens, phthalates, microbeads, and sulfates.

We use a multi-channel distribution model to make our products widely accessible. Consumers can find our products on our leading mass beauty e-commerce site, at national retailers, such as Target, Walmart, and Ulta Beauty, and also internationally, including in the United Kingdom, Canada, Mexico, and Germany.

Our team reflects the beauty enthusiasts that we serve. Five of the nine members of the Board of Directors (our “Board”) of the Company are women and three of the nine members of our Board are ethnically diverse. Our employee base is over 35% diverse, over 65% millennial and over 70% women.

Despite a challenging 2018, we believe that our consumers’ interest in high-quality, prestige-inspired cosmetic and skin care products at extraordinary value, coupled with execution on our five strategic imperatives for 2019, has positioned us for success.

~~proxy statement summary~~

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all information you should consider. Please read the entire proxy statement carefully before voting. For more complete information regarding the Company’s 2018 performance, please review the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 (the “2018 Annual Report”).

Our Board is providing these materials to you and soliciting the enclosed proxy in connection with our 2019 annual meeting of stockholders, which will take place on May 21, 2019. The 2019 annual meeting will be held at 8:30 a.m., local time, at the Company’s headquarters located at 570 10th Street, 3rd Floor, Oakland, California 94607.

You are invited to attend the 2019 annual meeting and are requested to vote on the proposals described in this proxy statement, as well as any other business properly coming before the 2019 annual meeting or any adjournment or postponement of the 2019 annual meeting.

~~Directions to the 2019 annual meeting may be found on our website at~~ ~~http://investor.elfcosmetics.com/ir-resources/contact-us~~.

Only stockholders of record as of the close of business on March 25, 2019, the record date for the 2019 annual meeting, are entitled to notice of, and to vote at, the 2019 annual meeting or at any adjournments or postponements of the 2019 annual meeting.



	~~2019 Proxy Statement~~	3



~~summary~~



	3	2020 Proxy Statement



intro	board	company	exec. comp.	equity plans	stockholders	audit	add’l. info	q&a	annexes

introduction

e.l.f. Beauty at a glance

our company

e.l.f. Beauty, Inc. (NYSE: ELF) (the “Company” or “we”) stands with every eye, lip, face and paw. This deep commitment to inclusive, accessible, cruelty-free beauty has fueled the success of our namesake e.l.f. Cosmetics brand since 2004. With the acquisition of clean-beauty brand W3LL PEOPLE in February 2020, we continue to expand our portfolio with strategic extensions that support our purpose and values.

Our brands are:



		Since 2004, e.l.f. Cosmetics has made the best of ~~stockholders~~beauty accessible to every eye, lip and face. We make high-quality, prestige-inspired cosmetics and skin care products at an extraordinary value and are proud to be 100% vegan and cruelty-free. As one of the first online beauty brands, e.l.f. Cosmetics continues to attract a highly-engaged audience and set benchmarks with new digital platforms.

~~record date~~	~~meeting agenda~~
		A clean beauty pioneer with 40 EWG VERIFIED™ products, W3LL PEOPLE has raised the standard for high-performance, plant-powered, cruelty-free cosmetics since 2008. Founded on the principles of purity, artistry and responsibility, we are committed to creating clean products that help people be well, look well, and do well.

our board and our team

diverse and highly experienced team

Our Board of Directors (our “Board”), management, and employees are highly experienced, with proven track records managing and growing brand portfolios. We reflect the diverse consumers we serve.



9 directors	67% women	33% diverse	1of10 public companies* with	>60% women on board of directors
			*out of 4,800+ public companies (as of March ~~25, 2019~~31, 2020)


~~The 2019 annual meeting will cover the proposals listed below under “proposals,” and any other business that may properly come before the 2019 annual meeting.~~
~~date:~~ 220 employees	~~May 21, 2019~~ 70% women	55% millennial	~~mailing date~~ 45% diverse

~~time:~~			~~8:30 a.m., local time~~	~~This proxy statement was first made available to stockholders on or about April 10, 2019.~~
~~place:~~
2020 Proxy Statement	4	~~Company Headquarters~~

~~570 10th Street~~



intro	board	company	exec. comp.	equity plans	stockholders	audit	add’l. info	q&a	annexes

strong, independent, and active board

~~3rd Floor~~



89% ~~Oakland, California 94607~~independent	~~voting~~	key qualification/experience		number of directors	key qualification/experience		number of directors
			~~Stockholders as~~Consumer Products	lllllllll 6 out of ~~the record date are entitled to vote. Each share~~9		Tech/Digital Media	lllllllll 5 out of ~~common stock of the Company is entitled to one vote.~~9
			Retail/Beauty	lllllllll 5 out of 9		Operations	lllllllll 6 out of 9
			~~Directions to the 2019 annual meeting may be found on our website at~~ ~~http://investor.elfcosmetics.com/ir-resources/contact-us~~ Financial/Accounting	lllllllll 5 out of 9		Public Company Boards	lllllllll 6 out of 9
			Corporate Governance	lllllllll 9 out of 9		Senior Leadership	lllllllll 9 out of 9
			Brand/Marketing	lllllllll 5 out of 9		M&A/Transactions	lllllllll 6 out of 9

Our Board is actively engaged in overseeing the strategic direction of the Company and is committed to acting in the best interests of the Company and its stockholders. Our Board recognizes the importance of having the right mix of skills, expertise, and experience, and is committed to continuously reviewing its capabilities, structure, and ongoing member refreshment on behalf of our stockholders. To that end, seven of our independent directors have joined our Board within the last five years.

highlights from 2019T and FY 2020




^$283million FY 2020 net sales		64% FY 2020 gross margin	^$18million FY 2020 net income	^$63million FY 2020 Adjusted EBITDA ⁽²⁾
+6% incl. e.l.f. retail stores	+11% ex. e.l.f. retail stores ⁽¹⁾	+300 basis points YoY	^$0.35 earnings per share	with~2x marketing and digital spend



	•~~Record holders.~~ ~~Go to~~ ~~www.envisionreports.com/ELF~~ •~~Beneficial holders.~~ ~~Go to~~ ~~www.proxyvote.com~~ • ~~Follow the steps outlined on the website~~	• ~~Record holders.~~ ~~Sign, date and return your proxy card~~ • ~~Beneficial holders.~~ ~~Sign, date and return your voting instruction form to your broker~~
(1)	See Annex A for a reconciliation of net sales (including the contribution from e.l.f. retail stores) to net sales (excluding the contribution from e.l.f. retail stores).
(2)	See Annex A for a reconciliation of net income to Adjusted EBITDA.
(3)	According to Nielsen xAOC 52 weeks ending March 21, 2020.
(4)	According to the Piper Sandler 39th Semi-Annual Taking Stock With Teens® Survey, Spring 2020. Up from #6 a year ago.

strong financial results

The transition period from January 1, 2019 to March 31, 2019 (“2019T”) and the fiscal year ended March 31, 2020 (“FY 2020”) was a terrific period for the Company, highlighted by five consecutive quarters of net sales growth.

We reversed declining sales trends at the end of 2018 and achieved $64 million in net sales in 2019T, which represented 3% year-over-year growth (excluding the contribution from e.l.f. retail stores). Our disciplined execution fueled a 11% year-over-year net sales growth in FY 2020 (excluding the contribution from e.l.f. retail stores) that greatly outpaced the category, which declined in tracked channels in FY 2020 according to Nielsen.



	5	2020 Proxy Statement



intro	board	company	exec. comp.	equity plans	stockholders	audit	add’l. info	q&a	annexes

We increased investment against our strategic imperatives in FY 2020 (including nearly doubling our marketing investment from the prior year) and delivered $17.9 million of net income and $62.6 million of Adjusted EBITDA in FY 2020.

We successfully navigated a 25% tariff being implemented on the majority of our products and increased gross margin in FY 2020 by 300 basis points compared to the prior year.

We reasserted our multiple areas of competitive advantage, which resulted in e.l.f. Cosmetics growing market share by 50 basis points during FY 2020 according to Nielsen. We entered COVID-19 headwinds with strengths relative to the category and expect to continue to take market share.

strengthening corporate governance

We have continued to strengthen our corporate governance. We appointed Beth Pritchard as our Lead Independent Director in February 2019. We also refreshed the membership of our Board committees twice in 2019T and FY 2020, leveraging the experience sets of our directors.

Additionally, although we are an emerging growth company (as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”)), and are not required by applicable rules to hold a “say-on-pay” vote until March 31, 2022 (unless we meet certain thresholds earlier), we have included at the 2020 annual meeting a say-on-pay vote with respect to compensation paid to our named executive officers for 2019T and FY 2020. We are also asking stockholders to vote for holding our say-on-pay vote annually. We value ongoing stockholder input, which an annual say-on-pay vote will enable.

executing on strategic extensions

We completed the acquisition of W3LL PEOPLE in FY 2020, which was strategically important as clean is one of the fastest growing segments within beauty. We also incubated a new brand expected to launch in FY 2021. Both are key milestones as we evolve from a single brand to multi-brand beauty company.

continued progress against strategic imperatives

We made significant progress in FY 2020 against our strategic imperatives to grow and create long-term value for our stockholders, highlights of which are discussed below:



~~proposals~~strategic imperative		FY 2020 highlights
1	Drive brand demand	•	Of the top five color cosmetics brands in the U.S., e.l.f. Cosmetics grewthe most market share in FY 2020, up 50 basis points.	•	Our “e.l.f.ing amazing” campaign brought in new consumers and accelerated brand advocacy within our existing community.

		•	Our “Eyes. Lips. Face.” TikTok hashtag challenge with our original music quickly became the most viralcampaign in TikTok U.S. history with over 5.2 billion views and over 3.5 million user-generated videos.	•	Our new @elfyeah TikTok channel (launched in mid-March 2020), a destination for Gen Z that delivers premium entertainment for TikTok's rapidly growing audience, amassed over 25,000 followers and over 650,000 likes in 18 days (and it continues to grow).


	~~proposal~~	~~board recommendation~~	~~reason for recommendation~~	~~see page~~
	~~Election of three Class III directors~~	ü ~~For~~ ~~Each Nominee~~	Our Board and the Nominating and Corporate Governance Committee believe the three Class III director nominees possess the skills, experience, and diversity to effectively monitor performance, provide oversight, and advise management on the Company’s long-term strategy.	7
	~~Ratification of appointment of Deloitte & Touche LLP (“Deloitte”) as independent registered public accounting firm for the 2019 transition period and fiscal year 2020~~	ü ~~For~~	Based on the Audit Committee’s assessment of Deloitte’s qualifications and performance, it believes their retention for the 2019 transition period and fiscal year 2020 is in the best interests of the Company.	38



4	~~2019~~2020 Proxy Statement	6

audit matters
The Audit Committee has selected Deloitte as the Company’s independent registered public accounting firm for the transition period ended March 31, 2019 and fiscal year 2020. Deloitte was the Company’s independent registered public accounting firm for 2018 and 2017.
type of fees 2018
2017
see page
Audit Fees $ 1,023,500
$ 1,163,560
39

Audit-Related Fees $ 112,432
$ 52,835
39

Tax Fees $ 18,491
$ 59,646
39

All Other Fees $ —
$ 240,000
39

TOTAL FEES $ 1,154,423
$ 1,516,041
39



strategic imperative		FY 2020 highlights
2	Major step-up in digital	•	Traffic and new consumers to elfcosmetics.com grew double digits.	•	Our Beauty Squad loyalty program grew to 1.8 million members.

		•	Consumption on our retailer.coms and Amazon was up over 50%.


3	Provide first-to-mass prestige-quality products	•	Poreless Putty Primer was the best-sellingprimer in the U.S. and the #1 SKU in the face category according to Nielsen.	•	Skin care consumption up 27% in FY 2020.


4	Drive national retailer productivity	•	We made continued progress on Project Unicorn, our initiative to better display our products and fit more items on shelf.	•	e.l.f Cosmetics remained the most productive brand in color cosmetics at Target and Walmart.


5	Deliver cost savings to fuel brand investments	•	We closed all 22 of our e.l.f. retail stores in February 2019 and redeployed $13.7 million in expenses to our digital and national retailer business.	•	We increased pricing in July 2019 on approximately one-third of our SKUs which helped grow gross margin by 300 basis points.

board of
directors

One of 41 companies in the Russell 3000 Index whose boards of directors have reached gender parity or are majority women

(Equilar Gender Diversity Index report from March 7, 2019)

average tenure: 2.7 years

average age: 58 years

Our directors have or exhibit:

l a proven track record
l personal and professional integrity
l public company board
l experience

l innovative thinking
l diversity of expertise and experience
l extensive operational
l experience

l financial and accounting
l expertise
l knowledge of corporate governance
l practices and requirements
l significant retail and
l consumer packaged goods
l experience

name age independent committees class term ends see page
Tarang P. Amin 54 None III 2019
8

Stephen A. Ellis 56 ü Comp (Chair) III 2019
8

Lauren Cooks Levitan 53 ü Audit II 2021
10

Richelle P. Parham 51 ü NomGov II 2021
10

Kirk L. Perry 52 ü Comp I 2020 11
Beth M. Pritchard 72 ü NomGov (Chair) III 2019 9
Sabrina L. Simmons 55 ü Audit (Chair) I 2020 11
Maureen C. Watson 51 ü NomGov I 2020 12
Richard G. Wolford 74 ü Audit II 2021 12

executive officers

name age position
named
executive
officer?
see page
Tarang P. Amin 54 Chairman, Chief Executive Officer, President, and Director Yes
24

Richard F. Baruch, Jr. 51 Senior Vice President and Chief Commercial Officer No
24

Jonathan T. Fieldman 49 Senior Vice President, Operations No
24

Kory A. Marchisotto 42 Senior Vice President and Chief Marketing Officer No 25
Scott K. Milsten 49 Senior Vice President, General Counsel, Corp. Sec., and Chief People Officer Yes 25



6intro	~~2019 Proxy Statement~~board	company	exec. comp.	equity plans	stockholders	audit	add’l. info	q&a	annexes

our board of directors



proposal 1:	election of three class ~~III~~I directors
þ FOR ALL	Our Board unanimously recommends a vote “FOR” all of the nominees for Class I director. Our Board believes we have the right directors to lead the Company. Our nominees, who are all current members of our Board, have strong consumer products, retail, and beauty experience, senior leadership and public company board experience, and a deep understanding of our business.

what am i voting on?

Stockholders are being asked to elect three Class ~~III~~I directors, each for a three-year term.

~~Our Board currently consists~~what is the required vote?

The election of ~~nine~~Class I directors ~~with~~will be determined by a plurality of the votes cast, meaning that the three ~~classes of directors designated~~nominees receiving the most “For” votes will be elected as Class I directors. “Withhold” votes and broker non-votes are not considered votes cast for this proposal and will have no effect on the election of Class ~~II and Class III. Each Class serves a staggered three-year term. At each annual meeting of stockholders, directors of~~I directors.

who are the ~~class whose term is expiring will be elected for a term of three years. The Class III directors’ term is expiring at the 2019 annual meeting.~~nominees?

~~The~~Our Board has nominated the following three individuals for election as Class ~~III~~I directors at the ~~2019~~2020 annual ~~meeting:~~meeting. All of our nominees are current members of our Board.

name age
years
on board
independent leadership position / committee membership
Tarang P. Amin
Chairman, Chief Executive Officer and President
54 5.2 Chairman
Stephen A. Ellis
Managing Partner of TPG Growth
56 <1 ü Chair of Compensation Committee
Beth M. Pritchard
Adviser; Former executive of multiple companies
72 1.4 ü
Lead Independent Director
Chair of Nominating and Corp. Gov. Committee



Kirk Perry	Sabrina Simmons	Maureen Watson
• President, Global Client and Agency Solutions at Google • Independent • Current Director (since 2016) • Compensation Committee chair	• Retired; Former Executive VP and CFO of The Gap • Independent • Current Director (since 2016) • Audit Committee chair	• Chief Product Officer of Madison Reed • Independent • Current Director (since 2015) • Nominating and Corporate Governance Committee member

Each of the nominees ~~for election~~has consented to being named as a nominee in this proxy statement and to serving as a Class ~~III~~I director ~~is presently a member of our Board.~~if elected.

If elected, ~~the nominees would~~each nominee will serve until the ~~2022~~2023 annual meeting and until his or her successor is duly elected and qualified, or until ~~such director’s~~his or her earlier death, resignation, or removal.

If for any reason any of the nominees is unable or unwilling to serve at the time of the ~~2019~~2020 annual meeting, the persons named as proxies in the proxy card will have the authority to vote for substitute nominees, or vote to allow the vacancy created thereby to remain open until filled by our Board. Our Board has no reason to believe that any of the nominees will be unable or decline to serve as ~~directors~~a director if elected.

what are the qualifications of the nominees?

The following pages contain a brief biography ~~as of the date of this proxy statement,~~ of each nominee and ~~each continuing director and a discussion~~description of the relevant experiences, qualifications, attributes, orand skills of each nominee that led the Nominating and Corporate Governance Committee and our Board to recommend that person as a nominee for director.

We have carefully evaluated the other forms of service of our nominees and determined that all of our nominees can commit the requisite time and attention to serve our stockholders’ interests. Additionally, none of our nominees are “over-boarded” according to thresholds of certain major institutional investors and proxy advisory firms, according to their respective voting ~~recommendation~~policies.

“For additional information about our nominees, please visit ~~FOR~~investor.elfcosmetics.com/corporate-governance/board-of-directors” the election of each nominee. Our Board and the Nominating and Corporate Governance Committee believe the three Class III director nominees possess the skills, experience, and diversity to effectively monitor performance, provide oversight, and advise management on the Company’s long-term strategy..

~~required vote~~

~~The nominees receiving the most “For” votes will be elected.~~



	~~2019~~2020 Proxy Statement	78



~~our board of directors~~intro	board	company	exec. comp.	equity plans	stockholders	audit	add’l. info	q&a	annexes



		nominees

~~Tarang P. Amin~~Kirk Perry
Age:	53		~~Age:~~ 54Current Occupation and Select Prior Experience ~~Director Since:~~ ~~2014~~• President, Global Client and Agency Solutions at Google LLC, a technology company, since December 2013. ~~Committees:~~ ~~None~~ ~~Current Other Public Company Boards: None~~ ~~Chairman~~
	~~Mr. Amin has served as our Chief Executive Officer and Director since January 2014 and has served as our Chairman since August 2015. In addition, Mr. Amin was appointed as our~~• President, ~~in March 2019. Mr. Amin has more than 25 years of consumer products experience, as well as a demonstrated record of driving profitable growth~~Global Family Care at the companies he leads. Previously, he served as President, Chief Executive Officer, and Director of Schiff Nutrition, a manufacturer of nutritional supplements, from March 2011 to January 2013. Under his leadership, Schiff Nutrition, with leading brands Airborne, MegaRed, Digestive Advantage and Move Free, grew enterprise value from $190 million to $1.5 billion. Prior to that, Mr. Amin worked for The Clorox Company, a multinational manufacturer and marketer of consumer products, from December 2002 to March 2011. He served as Vice President, General Manager of The Clorox Company’s $1.7 billion Litter, Food, and Charcoal Strategic Business Units, taking Kingsford, Hidden Valley and Fresh Step to new records. He also served in senior management roles that helped to double the sales of the global Clorox franchise to $1.5 billion. Prior to Clorox, Mr. Amin held management positions at Procter & Gamble Company, a multinational consumer goods company, ~~where he helped grow Pantene’s sales~~ from ~~$50 million~~May 2011 to ~~$2 billion, as well as helped increase sales of Bounty by $300 million.~~December 2013. ~~Mr. Amin earned his B.A. in International Policy and M.B.A. from Duke University.~~ ~~We believe Mr. Amin’s executive leadership skills and considerable experience in consumer products provide him with the qualifications and skills to serve as a member of our Board.~~

	~~Stephen A. Ellis~~
			~~Age:~~ 56 ~~Director Since:~~ ~~2019~~ ~~Committees:~~ ~~Compensation (Chair)~~ ~~Current~~ Other Public Company Boards~~: The Charles Schwab Corporation (NYSE: SCHW)~~ ~~Independent~~
	Mr. Ellis has served as a member of our Board since March 2019 and has been nominated to serve as a member of the Board by TPG Growth II Advisors, Inc. (“TPG Growth”). Mr. Ellis is a Managing Partner of TPG Growth, the growth equity and middle market buyout platform of the global alternative asset firm TPG Capital and an affiliate of the Company, and The Rise Fund, a global impact investing fund. Prior to joining TPG Growth in 2015, Mr. Ellis served as Chief Executive Officer of Asurion, the world's leading provider of technology protection services, from 2012 to 2015. Before joining Asurion, Mr. Ellis served as Chief Executive Officer of Bain & Company from 2005 to 2012. Prior to serving as Bain’s Chief Executive Officer, he was the Managing Partner for Bain's west coast offices and played several key leadership roles in Bain’s global Technology, Media and Telecom and Private Equity practices. Mr. Ellis joined Bain in 1993 from a Silicon Valley technology consulting firm he co-founded in 1989. He serves on the boards of directors of The Charles Schwab Corporation (NYSE: SCHW), EVERFI, Evolution Media, DreamBox Learning, Affinity Group, and The Bridgespan Group. ~~Mr. Ellis received a B.A. with honors in Economics and History from the University of California, Berkeley and an M.B.A. from Stanford Graduate School of Business.~~ ~~We believe Mr. Ellis’ executive leadership skills, public company board experience, and investment experience provide him with the qualifications and skills to serve as a member of our Board.~~



8	~~2019 Proxy Statement~~



	~~our board of directors~~



~~nominees~~
~~Beth M. Pritchard~~
	~~Age:~~ 72 ~~Director Since:~~ ~~2017~~ ~~Committees:~~ ~~Nominating and Corporate Governance (Chair)~~ ~~Current Other Public Company Boards: Loblaw Companies Limited (TSE: L)~~ ~~Independent~~ ~~Lead Independent Director~~
Ms. Pritchard has served as a member of our Board since November 2017. She currently serves on the board of directors of Loblaw Companies Limited (TSE: L) and has previously served on numerous public and private company boards. Ms. Pritchard served as Principal and Strategic Advisor of Sunrise Beauty Studio, LLC, a beauty branding company, from February 2009 to October 2017. She served as North American Advisor to M.H. Alshaya Co. from 2008 to 2013. From 2006 to 2009, Ms. Pritchard was the President and Chief Executive Officer and subsequent Vice Chairman of Dean & DeLuca, Inc. Ms. Pritchard was the President and Chief Executive Officer of Organized Living Inc. from 2004 to 2005. Prior to that, from 1991 to 2003, she held executive positions with L Brands, Inc., serving as President and Chief Executive Officer of Bath & Body Works, Chief Executive Officer of Victoria’s Secret Beauty, and Chief Executive Officer of The White Barn Candle Company. ~~Ms. Pritchard received her B.A. in International Relations from the University of Wisconsin-Milwaukee and her M.B.A. from Marquette University.~~ We believe Ms. Pritchard’s experience in general management and the beauty industry, track record of building brands, and considerable experience as a board member for public companies provide her with the qualifications and skills to serve as a member of our Board.



	~~2019 Proxy Statement~~	9



~~our board of directors~~



~~continuing directors~~
~~Lauren Cooks Levitan~~
	~~Age:~~ 53 ~~Director Since:~~ ~~2016~~ ~~Term Ends:~~ ~~2021~~ ~~Committees:~~ ~~Audit~~ ~~Current Other Public Company Boards: None~~ ~~Independent~~
Ms. Levitan has served as a member of our Board since August 2016. Ms. Levitan currently serves as Chief Financial Officer of Fanatics, Inc., a retailer of licensed sports apparel and merchandise, a position she has held since June 2015. Previously, from January 2009 to May 2015, Ms. Levitan was Co-Founder and Managing Partner at Moxie Capital LLC, a private equity firm, where she provided capital investment and advisory services to branded, consumer-facing businesses that operated in wholesale, retail, e-commerce and direct sales. Prior to that, she served as Managing Director and Senior Research Analyst at Cowen & Company, an investment bank, and as Managing Director at Robertson Stephens, an investment bank, and worked in various capacities in the retail industry at Crate & Barrel and the Gymboree Corporation and in equity capital markets and investment banking at Goldman Sachs. ~~Ms. Levitan received her B.A. in Political Science from Duke University and received her M.B.A. from Stanford University Graduate School of Business.~~ ~~We believe Ms. Levitan’s operational, financial and strategic experience across a variety of retail businesses provide her with the qualifications and skills to serve as a member of our Board.~~
~~Richelle P. Parham~~
	~~Age:~~ 51 ~~Director Since:~~ ~~2018~~ ~~Term Ends:~~ ~~2021~~ ~~Committees:~~ ~~Nominating and Corporate Governance~~ ~~Current Other Public Company Boards: Best Buy Co., Inc. (NYSE: BBY), Laboratory Corporation of American Holdings (LabCorp) (NYSE: LH)~~ ~~Independent~~
Ms. Parham has served as a member of our Board since March 2018. Ms. Parham is currently a General Partner at Camden Partners Holdings, LLC, a Baltimore-based private equity firm focused on providing growth and seed capital to lower-middle market companies in technology, business services, education and health care. Prior to joining Camden Partners in October 2016, Ms. Parham served as Vice President, Chief Marketing Officer of eBay, a multinational e-commerce corporation, from November 2010 to March 2015. At eBay, Ms. Parham was responsible globally for eBay brand strategy and brand marketing, to reach over 108 million active eBay users, Internet marketing, and content resource management. Prior to joining eBay, Ms. Parham served as head of Global Marketing Innovation and Initiatives and head of Global Marketing Services at Visa, Inc. from 2008 to 2010. Her experience also includes 13 years at Digitas, Inc., a leading marketing agency, where she held a variety of senior leadership roles, including Senior Vice President and General Manager of the agency’s Chicago office. Ms. Parham serves on the board of directors of Best Buy Co., Inc. (NYSE: BBY), a position she has held since 2018, the board of directors of Laboratory Corporation of American Holdings (LabCorp) (NYSE: LH), a position she has held since 2016, and is a member of the Drexel University Board of Trustees, a position she has held since 2014. Ms. Parham previously served on the board of directors of Scripps Network Interactive Inc. (NYSE: SNI) from 2012 until its acquisition in 2018. Furthermore, as an advocate of empowering female leaders through STEM programs, Ms. Parham is a member of the advisory board for Girls Who Code. ~~Ms. Parham holds double Bachelor of Science degrees in Business Administration and Design Arts from Drexel University.~~ We believe Ms. Parham’s executive experience and more than 20 years of global strategy and marketing experience, as well as expertise in understanding consumers and the consumer decision journey, provide her with the qualifications and skills to serve as a member of our Board.



10	~~2019 Proxy Statement~~



	~~our board of directors~~



~~continuing directors~~
~~Kirk L. Perry~~
	~~Age:~~ 52 ~~Director Since:~~ ~~2016~~ ~~Term Ends:~~ ~~2020~~ ~~Committees:~~ ~~Compensation~~ ~~Other Public Company Boards~~:• The J. M. Smucker Company (NYSE: SJM) ~~Independent~~
~~Mr. Perry has served as a member of our Board since September 2016. Mr. Perry currently serves as President, Brand Solutions at Google Inc.~~, a technology company, a position he has held since December 2013, and is responsible for driving Google’s revenue with the world’s largest advertisers and advertising agencies. Prior to this role, Mr. Perry was President, Global Family Care at Procter & Gamble from May 2011 to December 2013. He held numerous positionsbranded food products manufacturer (executive compensation committee). Other Affiliations/Experience/Information • 23 years of ~~increasing responsibility~~consumer products experience with Procter & Gamble beginning in 1990 in marketing and general management roles, including General Manager, Northeast Asia Baby & Family Care from 2001 to 2003 (Mr. Perry was based in Korea and Japan from 1997 to 2003), Vice President, North America Baby Care from 2003 to 2008, and Vice President, North America Marketing and U.S. Operations from 2008 to 2011. Mr. Perry has served as a member of the board of directors of The J. M. Smucker Company (NYSE: SJM) since 2017 and he served as a memberGamble. • Member of the board of directors of the Hillerich & Bradsby Co. (Louisville Slugger), a sporting goods manufacturer, from September 2013 to August 2017. ~~Other volunteer board affiliations have included Ronald McDonald House, CityLink Foundation, United Way Campaign Cabinet, March~~ • Member of ~~Dimes (national and regional), University~~the boards of ~~Cincinnati Foundation, and University~~directors of ~~Cincinnati Bicentennial Commission.~~several non-profit organizations. ~~Mr. Perry graduated with a~~Education • B.B.A. in Marketing and Finance from the University of Cincinnati.
Independent
Director since: 2016
Committees: Comp. (Chair)
Key qualifications:
	Consumer Products
	Corporate Governance
	Brand/Marketing
	Tech/Digital Media
	Operations
	Public Company Boards
	Senior Leadership



We believe Mr. ~~Perry’s~~Perry's extensive ~~operational~~ experience in marketing and brand management, operations, ~~general management,~~ consumer products, technology and digital media, ~~provides~~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.
~~Sabrina L. Simmons~~
	~~Age:~~ 55 ~~Director Since:~~ ~~2016~~ ~~Term Ends:~~ ~~2020~~ ~~Committees:~~ ~~Audit (Chair)~~ ~~Other Public Company Boards: Williams-Sonoma, Inc. (NYSE: WSM)~~ ~~Independent~~
Ms. Simmons has served as a member of our Board since March 2016. Ms. Simmons served as Executive Vice President and Chief Financial Officer of The Gap, Inc., a clothing company, from January 2008 until February 2018. Previously, Ms. Simmons also served in the following positions at Gap: Executive Vice President, Corporate Finance from September 2007 to January 2008, Senior Vice President, Corporate Finance and Treasurer from March 2003 to September 2007, and Vice President and Treasurer from September 2001 to March 2003. Prior to that, Ms. Simmons served as Chief Financial Officer and an executive member of the board of directors of Sygen International PLC, a British genetics company. Prior to that, Ms. Simmons was Assistant Treasurer at Levi Strauss & Co., a clothing company. Ms. Simmons currently serves as a member of the board of directors of Williams-Sonoma, Inc. (NYSE: WSM), a consumer retail company, where she is a member of the audit and finance committee. Ms. Simmons currently also serves on the Haas School of Business Advisory Board. Ms. Simmons received her B.S. in Business from the University of California, Berkeley and received her M.B.A. from the Anderson School at the University of California, Los Angeles. Ms. Simmons is a certified public accountant (inactive status). ~~We believe Ms. Simmons’ significant financial and accounting experience provide her with the qualifications and skills to serve as a member of our Board.~~



~~2019~~9	2020 Proxy Statement	11



~~our board of directors~~intro	board	company	exec. comp.	equity plans	stockholders	audit	add’l. info	q&a	annexes



~~continuing directors~~nominees

~~Maureen C. Watson~~Sabrina Simmons
Age:	57	~~Age:~~ 51Current Occupation and Select Prior Experience ~~Director Since:~~ ~~2015~~• Executive Vice President and Chief Financial Officer of The Gap, Inc., a specialty apparel retailer, from January 2008 to February 2017. ~~Term Ends:~~ ~~2020~~ ~~Committees:~~ ~~Nominating and Corporate Governance~~ Other Public Company Boards • Williams-Sonoma, Inc. (NYSE: WSM), a consumer retail company (audit and finance committee (chair)). • Columbia Sportswear Company (Nasdaq: COLM), an active outdoor products company (nominating and corporate governance committee; and compensation committee). Other Affiliations/Experience/Information • Over 20 years of consumer products, retail, and financial experience. • Member of the board of directors of Coursera, an online learning platform. • Member of the Haas School of Business Advisory Board. • Certified public accountant (inactive status). Education • B.S. in Business from the University of California, Berkeley. • M.B.A. from the Anderson School at the University of California, Los Angeles.
Independent
Director since: ~~: None~~2016 ~~Independent~~
Ms. Watson has served as a member of our Board since August 2015. Ms. Watson currently serves as Chief Product Officer of Madison Reed, Inc., a hair care company, a position she has held since August 2015. Previously, she served at Sephora USA, Inc., a cosmetics company, as Committees: Audit (Chair)
Key qualifications:
	Consumer Products
	Retail/Beauty
	Financial/Accounting
	Corporate Governance
	Operations
	Public Company Boards
	Senior Vice President, Merchandising from March 2013 to March 2015. Prior to that, she served as Senior Vice President, Global Sales and Merchandising of Lucky Brand Jeans (Lucky Brand, Inc.), a clothing company, from September 2010 to September 2011. Prior to that, Ms. Watson served in various leadership roles at The Gap, Inc.Leadership
~~Ms. Watson earned a B.A. in Political Science and French from Middlebury College.~~	M&A/Transactions


We believe Ms. ~~Watson’s~~Simmons’ extensive ~~consumer products~~experience in management, strategy, finance, accounting, and ~~cosmetics experience~~public company governance through her prior role as Executive Vice President and Chief Financial Officer of The Gap and her board leadership positions with a number of public company boards and audit committees provide her with the qualifications and skills to serve as a member of our Board.



2020 Proxy Statement	10



intro	board	company	exec. comp.	equity plans	stockholders	audit	add’l. info	q&a	annexes



nominees

Maureen Watson
Age:	52	Current Occupation and Select Prior Experience • Chief Product Officer of Madison Reed, Inc., a hair care company, since March 2015. • Senior Vice President, Merchandising, at Sephora USA, Inc., a cosmetics and personal care products retailer, from March 2013 to March 2015. • Senior Vice President, Global Sales and Merchandising of Lucky Brand Jeans, at Lucky Brand, Inc., a clothing company, from September 2010 to September 2011. Other Affiliations/Experience/Information • Over 30 years of retail experience. • Member of the board of directors of the San Francisco Aids Foundation. Education • B.A. in Political Science and French from Middlebury College.
Independent
Director since: 2015
~~Richard G. Wolford~~Committees: NomGov
			~~Age:~~ 74 ~~Director Since:~~ ~~2014~~ ~~Term Ends:~~ ~~2021~~ ~~Committees:~~ ~~Audit~~ ~~Other Public Company Boards: None~~ ~~Independent~~ Key qualifications:
~~Mr. Wolford has served~~	Consumer Products
	Retail/Beauty
	Corporate Governance
	Brand/Marketing
	Tech/Digital Media
	Senior Leadership


We believe Ms. Watson’s extensive cosmetics, beauty, and consumer products experience as well as her experience in senior leadership roles at Madison Reed, Sephora, and Lucky Brand Jeans provide her with the qualifications and skills to serve as a member of our Board.



	11	2020 Proxy Statement



intro	board	company	exec. comp.	equity plans	stockholders	audit	add’l. info	q&a	annexes



continuing directors

Tarang Amin chairman
Age:	55	Current Occupation and Select Prior Experience • Chief Executive Officer of the Company since January 2014, Chairman of the Board since August 2015, and President of the Company since March 2019. • President and Chief Executive Officer of Schiff Nutrition, Inc. (prior to acquisition, NYSE: SHF), a manufacturer of nutritional supplements, from March 2011 to January 2013 when it was acquired. • Vice President, General Manager, Litter, Food, and Charcoal Strategic Business Units, of The Clorox Company, a multinational manufacturer and marketer of consumer products, from April 2008 to March 2013. Other Public Company Boards • Schiff Nutrition, Inc. (prior to acquisition, NYSE: SHF) from 2011 to 2013 when it was acquired. Other Affiliations/Experience • Nearly 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: 2022
Committees: None
Key qualifications:
	Consumer Products
	Retail/Beauty
	Corporate Governance
	Brand/Marketing
	Tech/Digital Media
	Operations
	Public Company Boards
	Senior Leadership
	M&A/Transactions



2020 Proxy Statement	12



intro	board	company	exec. comp.	equity plans	stockholders	audit	add’l. info	q&a	annexes



continuing directors

Lori Keith
Age:	51	Current Occupation and Select Prior Experience • Portfolio Manager of the Parnassus Mid Cap Fund at Parnassus Investments since 2008. • Senior Research Analyst at Parnassus Investments from 2005 to 2008. • Vice President of Investment Banking at Deloitte & Touche Corporate Finance from 2001 to 2003. Other Affiliations/Experience/Information • Over 25 years of financial and institutional investment experience, including ESG and sustainable investing experience. • Member of the executive committee of Parnassus Investments. • 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: 2020
Term ends: 2022
Committees: NomGov
Key qualifications:
	Financial/Accounting
	Corporate Governance
	Senior Leadership
	M&A/Transactions



	13	2020 Proxy Statement



intro	board	company	exec. comp.	equity plans	stockholders	audit	add’l. info	q&a	annexes



continuing directors

Lauren Cooks Levitan
Age:	54	Current Occupation and Select Prior Experience • Chief Financial Officer of Faire Wholesale, Inc., an online wholesale marketplace company, since September ~~2014. Mr.~~2019. • Chief Financial Officer of Fanatics, Inc., a retailer of licensed sports apparel and merchandise, from June 2015 to September 2019. • Co-Founder and Managing Partner at Moxie Capital LLC, a private equity firm, from January 2009 to May 2015. Other Affiliations/Experience/Information • 25 years of financial and accounting experience. • Member of the board of directors of Crew Knitwear, a privately held women’s and girls’ clothing company. Education • B.A. in Political Science from Duke University. • M.B.A. from Stanford University Graduate School of Business.
Independent
Director since: 2016
Term ends: 2021
Committees: Comp.
Key qualifications:
	Retail/Beauty
	Financial/Accounting
	Corporate Governance
	Tech/Digital Media
	Operations
	Senior Leadership
	M&A/Transactions



2020 Proxy Statement	14



intro	board	company	exec. comp.	equity plans	stockholders	audit	add’l. info	q&a	annexes



continuing directors

Richelle Parham
Age:	52	Current Occupation and Select Prior Experience • Partner of WestRiver Group, an investment manager, since September 2019. • General Partner of Camden Partners, a private equity firm, from October 2016 to September 2019. • Vice President, Chief Marketing Officer, of eBay, Inc., a global payments and commerce company, from November 2010 to March 2015. • Head of Global Marketing Innovation and Initiatives and head of Global Marketing Services at Visa, Inc., a financial services company, from 2008 to 2010. Other Public Boards • Best Buy, Inc. (NYSE: BBY), an electronic products retailer (audit committee; and nominating, corporate governance, and public policy committee) • Laboratory Corporation of America (LabCorp) (NYSE: LH), a laboratory testing company (audit committee; and nominating and corporate governance committee). • Scripps Network Interactive Inc. (prior to acquisition, NYSE: SNI), a content developer for television, the Internet, and emerging platforms, from 2012 to 2018 when it was acquired. Other Affiliations/Experience/Information • Over 25 years of global strategy and marketing experience. • Member of the advisory board for Girls Who Code. • Member of the board of trustees of Drexel University. Education • Double B.S. in Business Administration and Design Arts from Drexel University.
Independent
Director since: 2018
Term ends: 2021
Committees: Audit
Key qualifications:
	Financial/Accounting
	Corporate Governance
	Brand/Marketing
	Tech/Digital Media
	Public Company Boards
	Senior Leadership



	15	2020 Proxy Statement



intro	board	company	exec. comp.	equity plans	stockholders	audit	add’l. info	q&a	annexes



continuing directors

Beth Pritchard lead independent director
Age:	73	Current Occupation and Select Prior Experience • Principal and Strategic Advisor of Sunrise Beauty Studio, LLC, a beauty branding company, from 2009 to October 2017. • North American Advisor to M.H. Alshaya Co., a multinational retail franchise operator based in the Middle East, from 2008 to 2013. • President and CEO and subsequent Vice Chairman of Dean & DeLuca, Inc., a gourmet and specialty foods retailer, from 2006 to 2009. • President and Chief Executive Officer of Organized Living Inc., an organization products company, from 2004 to 2005. • Various executive positions with L Brands, Inc., a multinational apparel and retail company, from 1991 to 2003 (President and CEO of Bath & Body Works, CEO of Victoria’s Secret Beauty, and CEO of The White Barn Candle Company). Other Public Company Boards • Loblaw Companies Limited (TSE: L), a food and pharmacy company (governance, employee development, nominating and compensation committee; and risk and compliance committee). • Cabela’s Inc. (prior to acquisition, NYSE: CAB), an outdoor products retailer, from 2011 to 2017 when it was acquired. • Vitamin Shoppe, Inc. (NYSE: VSI) from 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 (NACD) Directorship 100 Honoree Education • B.A. in International Relations from the University of Wisconsin-Milwaukee. • M.B.A. from Marquette University.
Independent
Director since: 2017
Term ends: 2022
Committees: NomGov (Chair)
Key qualifications:
	Consumer Products
	Retail/Beauty
	Corporate Governance
	Brand/Marketing
	Operations
	Public Company Boards
	Senior Leadership
	M&A/Transactions



2020 Proxy Statement	16



intro	board	company	exec. comp.	equity plans	stockholders	audit	add’l. info	q&a	annexes



continuing directors

Richard Wolford ~~served as interim~~
Age:	75	Current Occupation and Select Prior Experience • Interim President and Chief Executive Officer of Diamond Foods, Inc., ~~an American~~a packaged food company, from February 2012 ~~until~~to May 2012. ~~Mr. Wolford served as~~ • Chief Executive Officer ~~and a director~~ of Del Monte Foods Company, a ~~North American~~ food production and distribution company, from ~~April~~ 1997 ~~until March 2011. He~~to 2011 when it was ~~elected President of Del Monte in February 1998 and Chairman of the board of directors in May 2000. From 1988 to 1996, Mr. Wolford was~~acquired. • Chief Executive Officer of HK Acquisition Corp., ~~where he developed~~a food industry ~~investments with venture capital investors. From 1967~~investment manager, from 1988 to ~~1987, he held a variety of positions at Dole Foods, a multinational agricultural corporation, including~~1996. • President of Dole Packaged Foods, a division of Dole Food Company, Inc., a multinational agricultural company, from 1982 to 1987. ~~Mr. Wolford~~ Other Public Company Boards • Schiff Nutrition, Inc. (prior to acquisition, NYSE: SHF) from 2011 to 2013 when it was ~~a member~~acquired. • Del Monte Foods Company (prior to acquisition, NYSE: DLM) from 1997 to 2011 when it was acquired (chairman of the board of directors from 2000 to 2011). Other Affiliations/Experience/Information • Over 30 years leading consumer products businesses. • Former and current member of ~~Diamond Foods, Inc. from April 2011 until May 2012. Mr. Wolford served on~~ the ~~board~~boards of directors of Schiff Nutrition from September 2011 to January 2013. Mr. Wolford served as a member of the board of directors of Pulte Homes, Inc., a homebuilding company, from May 2008 to August 2009. In addition, Mr. Wolford served asnumerous private companies. • Chairman of the board of directors of the Grocery Manufacturers Association (“GMA”), from ~~January~~ 2010 to ~~March~~ 2011, resigning upon the sale of Del ~~Monte. As Chairman~~Monte Foods Company. • Member of ~~GMA, Mr. Wolford also served on~~ the board of directors of Consumer Goods Forum, a global association of consumer-packaged goods companies, retailers, and ~~manufacturers. Prior to that, Mr. Wolford served~~manufacturers, during tenure as Chairman of GMA. • Vice Chairman of GMA from ~~January~~ 2008 to ~~January 2010, and chaired GMA’s Industry Affairs Council from June 2005 to January~~ 2010. ~~In 2011, Mr. Wolford was the recipient of the GMA Hall of Achievement award honoring extraordinary leadership and commitment to the consumer-packaged goods industry.~~ ~~Mr. Wolford holds a~~Education • B.A. in Economics from Harvard University.
Independent
We believe Mr. Wolford’s extensive public company management, reporting, finance, and corporate governance experience, as well as deep knowledge of the consumer products industry, provide him with the qualifications and skills to serve as a member of our Board.Director since: 2014
Term ends: 2021
Committees: Audit
Key qualifications:
	Consumer Products
	Financial/Accounting
	Corporate Governance
	Operations
	Public Company Boards
	Senior Leadership
	M&A/Transactions



12	~~2019~~17	2020 Proxy Statement



89% independent	~~2019 Proxy Statement~~ 67% women	13

33%

diverse


	3.8 average tenure (years)
~~our~~ 58 average age		1of10 public companies* with	>60% women on board of directors
				*out of 4,800+ public companies (as of March 31, 2020)

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.



name	~~Consumer Goods~~consumer products	retail/beauty	financial/accounting	corporate governance	brand/marketing	~~Retail /~~tech/ ~~Beauty~~digital media	operations	public company boards	senior leadership	m&a/transactions
name		~~Financial /~~ ~~Accounting~~	~~Corporate Governance~~	~~Brand / Marketing~~	~~Tech /~~ ~~Digital Media~~	~~Operations~~	~~Other Public Company Boards~~	~~Senior Leadership~~
Tarang P. Amin	ü	ü		ü	ü	ü	ü	ü	ü	ü
~~Stephen A. Ellis~~	Lori Keith			ü	ü					ü	ü
Lauren Cooks Levitan		ü	ü	ü		ü	ü		ü	ü
Richelle P. Parham				ü	ü	ü	ü		ü	ü
Kirk L. Perry	ü			ü	ü	ü	ü	ü	ü
Beth M. Pritchard	ü	ü		ü	ü		ü	ü	ü	ü
Sabrina L. Simmons	ü	ü	ü	ü			ü	ü	ü	ü
Maureen C. Watson	ü	ü		ü	ü	ü			ü		ü
Richard G. Wolford	ü		ü	ü			ü	ü	ü	ü

For more information regarding our directors and their respective experiences, qualifications, attributes and skills, see under the heading “our board of directors—proposal 1: election of class III directors—nominees” and “our board of directors—continuing directors.”

~~independence~~

~~Eight out of the nine directors on our Board are independent under NYSE listing requirements.~~



~~name~~	~~Independent?~~
~~Tarang P. Amin~~2020 Proxy Statement	18


~~Stephen A. Ellis~~	ü
~~Lauren Cooks Levitan~~intro	ü
~~Richelle P. Parham~~board	ü
~~Kirk L. Perry~~company	ü
~~Beth M. Pritchard~~exec. comp.	ü
~~Sabrina L. Simmons~~equity plans	ü
~~Maureen C. Watson~~stockholders	ü
~~Richard G. Wolford~~audit	üadd’l. info	q&a	annexes

director independence

All of our directors, except our Chairman and Chief Executive Officer, are independent under NYSE listing standards, making our Board 89% independent.

Our Board has determined that ~~each of Mr. Ellis,~~ Ms. Keith, Ms. Cooks Levitan, Ms. Parham, Mr. Perry, Ms. Pritchard, Ms. Simmons, Ms. Watson, and Mr. Wolford each qualifies as an independent ~~director.~~director under NYSE listing standards. Mr. Amin is not considered independent because he is an employee of the Company.

NYSE’s independent director definition includes a series of objective tests, including that the director is not, and has not been within the last three years, one of our employees and that neither the director nor any of his or her family members has engaged in various types of business dealings with us. In addition, as required by NYSE ~~rules,~~listing standards, our Board has made an affirmative determination as to each independent director that he or she has no material relationship with the Company (either directly or as a partner, stockholder, or officer of an organization that has a relationship with us). In making these determinations, our Board considered ownership of our stock and reviewed and discussed information provided by ~~the directors~~each director with regard to ~~each~~that director’s business and personal activities and relationships as they may relate to the Company and our management.

There are no family relationships among any of our directors or executive officers.

the role and responsibilities of our board

Our Board represents ~~the~~our stockholders’ interests and is responsible for furthering the long-term success and value of the Company, consistent with its fiduciary duties to ~~the~~our stockholders. Our Board has responsibility for establishing broad



14	~~2019 Proxy Statement~~



	~~our board of directors~~

corporate policies, setting strategic direction, and overseeing management, which is responsible for the day-to-day operations of the Company.

In fulfilling this role, each director must exercise his or her good faith business judgment in the best interests of the Company and its stockholders. The Company is committed to conducting its business in accordance with ethical business principles. Integrity and ethical behavior are core values of the Company. Our Board ~~will provide~~provides the best example of these values and will reinforce their importance at appropriate times.

Our Board oversees the risk management process, while ~~executive~~the Company’s management oversees and manages risk on a daily basis. ~~Executive~~The Company’s management provides regular reports to our Board on areas of material risk to the Company, including operational, financial, legal, regulatory, and strategic risks. In addition, as part of its review of operational risk, our Board reviews cybersecurity risks facing the Company, including the potential for breaches of our key information technology systems and the potential for breaches of our systems and processes relating to the protection of consumer and employee confidential information.

While our Board is ultimately responsible for risk oversight, each of our Board committees assists in fulfilling these oversight responsibilities. ~~The~~Their specific areas of responsibility are:

the Audit Committee oversees management of risks relating to financial and internal ~~controls~~ ~~by identifying key areas of risk for the Company.~~controls. The Audit Committee also ~~discusses with management~~aids in the ~~Company’s policies with respect to risk assessment and risk management and~~review of cybersecurity risks facing the ~~Company’s significant financial risk exposures and~~ Company;



	19	2020 Proxy Statement



intro	board	company	exec. comp.	equity plans	stockholders	audit	add’l. info	q&a	annexes

the actions management has taken to limit, monitor or control such exposures. The Compensation Committee is responsible for overseeing the management of risks relating to the compensation of executives and employees. The Nominating and Corporate Governance Committee ~~considers potential~~oversees the management of risks related to the effectiveness of our Board, including succession planning for our Board, and our overall governance and ~~structure.~~ structure; and

the Compensation Committee oversees the management of risks relating to the compensation of executive officers and employees.

To facilitate our Board’s oversight of our risk management process, the ~~relevant~~chair of each committee reports (or delegates to another committee member or to our General Counsel ~~or other relevant executive officer~~ to report) on its ~~discussions~~activities to ~~the~~our full Board, ~~at its regular meetings, thereby enabling~~which enables our Board and its committees to coordinate the risk oversight role and keep informed of any developments impacting the Company’s risk profile.

In addition, as part of its review of operational risk, our Board and the Audit Committee review cybersecurity risks facing the Company, including the potential for breach of our key information technology systems and the potential for a breach of our systems and processes relating to the protection of customer and employee confidential information. The Audit Committee reviews key risks, including these risks, at its regular meetings and reviews any significant cybersecurity incidents.

how our board is organized

Our Board currently consists of nine directors, with three classes of directors designated as Class I, Class II, and Class III. Each ~~Class~~class of directors serves a staggered three-year term. At each annual meeting of stockholders, directors of the class whose term is expiring ~~will be~~are elected for a term of three years. Our directors are classified as ~~follows.~~follows:



class I	term ends	class II	term ends	class III	term ends
Kirk Perry	2020	Lauren Cooks Levitan	2021	Tarang Amin	2022
Sabrina Simmons	2020	Richelle Parham	2021	Lori Keith	2022
Maureen Watson	2020	Richard Wolford	2021	Beth Pritchard	2022

board leadership



name	~~class~~	~~current term ends~~position
Tarang P. Amin	~~III~~	~~2019~~
~~Stephen A. Ellis~~	~~III~~	~~2019~~
~~Lauren Cooks Levitan~~	II	~~2021~~
~~Richelle P. Parham~~	II	~~2021~~Chairman
Kirk L. Perry	I	~~2020~~Chair of the Compensation Committee
Beth M. Pritchard	~~III~~	~~2019~~Lead Independent Director and Chair of the Nominating and Corporate Governance Committee
Sabrina L. Simmons	I	~~2020~~
~~Maureen C. Watson~~	I	~~2020~~
~~Richard G. Wolford~~	II	~~2021~~Chair of the Audit Committee

~~board leadership~~

~~Chairman. Our~~The Company’s governance framework provides our Board ~~has not adopted a specific policy on whether the same person should serve as both the Chief Executive Officer and Chairman of our Board. Our Board believes it is appropriate to retain~~with the discretion and flexibility to make ~~these~~ determinations as needed to provide appropriate leadership for our Board. In making these determinations, our Board considers many factors, including the ~~Company. At this time, we believe~~specific needs of the ~~most appropriate~~business and what is in the best interests of the Company and our stockholders.

Our Board believes that our current Board leadership structure ~~is for~~provides an effective balance between strong management leadership and appropriate safeguards and oversight by our independent directors.

Our Board encourages all directors to play an active role in overseeing the Company’s business. The non-management directors meet in executive session without management directors or management present on a regularly scheduled basis. These meetings allow non-management directors to discuss issues of importance to the Company, including the business and affairs of the Company as well as matters concerning management, without any member of management present.

Chairman. Mr. Amin, toour Chief Executive Officer, currently serves as our Chairman. Our Board believes that having Mr. Amin serve as ~~our Chairman.~~

~~As our~~ Chairman ~~Mr. Amin sets~~and Chief Executive Officer is important to the ~~agenda for Board meetings (in consultation with our Lead Independent Director)~~short- and ~~presides over meetings~~long-term success of the ~~full Board. Although our Board has determined that Mr. Amin is not independent pursuant~~Company as it



	~~2019~~2020 Proxy Statement	1520



~~our board of directors~~intro	board	company	exec. comp.	equity plans	stockholders	audit	add’l. info	q&a	annexes

~~to NYSE listing standards,~~provides certain synergies and efficiencies that enhance the functioning of our Board ~~believes~~and, importantly, allows our Board to most effectively execute its role in overseeing business strategy.

As the director closest to our business, Mr. Amin is best able to identify many of the business issues that require the attention of our Board and, as Chairman, can best focus our directors’ attention on the most critical business matters. Further, in our Board’s experience, ~~leadership,~~having Mr. Amin serve as the combined role of Chairman and ~~vision he provides as~~ Chief Executive Officer allows for timely and ~~Chairman are important to the short- and long-term success of the Company.~~unfiltered communication with our Board on these critical business issues.

Lead Independent Director. ~~In 2018, no~~When the roles of Chair of our Board and Chief Executive Officer are combined or the Chair is not an independent director ~~served~~(as defined under the NYSE listing standards), our independent directors appoint an independent director to serve as ~~a lead or principal independent director.~~

~~In early 2019, our Board, on~~ the ~~recommendation of the Nominating and Corporate Governance Committee, established the position of~~ Lead Independent ~~Director, and the independent directors appointed~~Director. Ms. Pritchard ~~to serve~~currently serves as our Lead Independent Director. ~~The Company~~

Our Board believes that having a Lead Independent Director helps to ensure sufficient independence in its leadership and provide effective independent functioning of our Board in its oversight and governance responsibilities. The Lead Independent Director performs ~~such~~the functions and duties provided in ~~the~~our Lead Independent Director Guidelines ~~which~~and as otherwise may be requested by our Board. Our Lead Independent Director Guidelines are periodically reviewed and updated by our Board and the Nominating and Corporate Governance Committee, and as otherwise may be requested by our Board. The authorities, duties, and responsibilities of the Lead Independent Director include, among other things, assisting the Chairman and management in developing Board meeting agendas and meeting schedules, presiding at executive sessions of the independent directors, serving as a liaison between the Chairman and management and the independent directors, and providing the Chairman with feedback and counsel concerning the Chairman’s interactions with our Board.

Committee. A copy of our Lead Independent Director Guidelines ~~which detail the authority, responsibility, and duties of our Lead Independent Director~~ is available on our investor relations website at ~~http://~~investor.elfcosmetics.com/corporate-governance/governance-guidelines.

Committee Chairs. Each of the Audit Committee, the Nominating and Corporate Governance Committee, and the Compensation Committee is led by a chair that is an independent director.

Below is a summary of the key responsibilities of our Board leadership positions:



role			key responsibilities
Chairman			• Presides over meetings of our Board.

			• Sets the agenda 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 the Company.

			• Performs such other duties as may be assigned by our Board.


Chief Executive Officer			• In charge of the daily affairs of the Company, 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.



	21	2020 Proxy Statement



intro	board	company	exec. comp.	equity plans	stockholders	audit	add’l. info	q&a	annexes



role			key responsibilities
			• 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 the Company’s 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.

board committees

Our Board currently has three standing committees: the Audit Committee, the Nominating and Corporate Governance Committee, ~~is led by an independent chair.~~and the Compensation Committee. The primary responsibilities (and other details) of each committee are described below. These committees play a critical role in our governance and strategy, and each committee has access to management and the authority to retain independent advisers as it deems appropriate.

~~board committees~~

~~Our Board currently has three standing committees:~~Each committee operates pursuant to a written charter. You may view each committee’s charter on our investor relations website at investor.elfcosmetics.com/corporate-governance/board-committees. Each committee reviews and assesses the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee. The primary responsibilities of each committee and other details about the committees are described below.

~~Subject to applicable laws and stock exchange regulations, TPG Growth has the right to have one~~adequacy of its ~~nominees appointed~~charter at least annually and recommends changes to ~~serve on each committee of~~ our Board ~~(other than~~to reflect the Audit Committee) as long as TPG Growth has the right to nominate at least one director for election to our Board. For more information on TPG Growth’s nomination rights, see under the heading “our board of directors—how our directors are selected and evaluated—TPG Growth director nominees.”

~~2018 Committee Membership.~~ ~~The following table provides the membership for 2018~~evolving role of the ~~Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee.~~committee.



audit committee		~~compensation committee~~	~~nominating~~
current members:		independent ⁽²⁾:	lll 3out of 3	6 meetings held in 2019T and ~~corporate governance committee~~FY 2020.
Sabrina L. Simmons ~~(Chair)~~		independent ⁽²⁾:	lll 3out of 3	~~William E. McGlashan, Jr.~~ (Chair)⁽¹⁾	~~Maureen Watson (Chair)~~
~~Lauren Cooks Levitan~~Richelle Parham		~~Richard G. Wolford~~ financially literate ⁽³⁾:	~~Lauren Cooks Levitan~~ lll 3out of 3
Richard G. Wolford		~~Richard G. Wolford~~ financially literate ⁽³⁾:	~~Lauren Cooks Levitan~~ lll 3out of 3	The Audit Committee report is on page 68.



(1)	~~Mr. McGlashan resigned from~~Designated as an “audit committee financial expert” by our Board ~~effective March 13, 2019.~~

~~Current Committee Membership.~~ In early 2019, upon the recommendation of the Nominating and Corporate Governance Committee, our Board approved changes to the membership of the Compensation Committee and the Nominating and Corporate Governance Committee. The current membership of the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee is listed below under each committee’s name.

within the meaning of Securities and Exchange Commission (“SEC”) regulations.
(2)		Each member of the Audit Committee meets the independence requirements of SEC regulations and NYSE listing standards.
16(3)	~~2019 Proxy Statement~~

Per NYSE’s financial literacy requirements.

	~~our board of directors~~

~~audit committee~~



~~current members~~			~~independent~~ ⁽¹⁾	~~financially literate~~ ⁽²⁾		primary responsibilities
~~Sabrina L. Simmons (Chair)~~⁽³⁾				ü	ü		• ~~Engages~~Appoints, compensates, retains, and ~~evaluates our independent public accounting firm.~~ ~~• Assesses~~oversees the ~~independence~~work of our independent ~~public accounting firm.~~ ~~• Monitors the rotation of the partners assigned to the audit engagement team.~~ ~~• Oversees and reviews our financial and accounting controls and processes.~~ 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 the Company’s 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.
~~Lauren Cooks Levitan~~	ü	ü



2020 Proxy Statement	22



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	6 meetings held in 2019T and FY 2020.
Beth Pritchard (Chair)
~~Richard G. Wolford~~Lori Keith				ü
üMaureen Watson


(1)	Each member of the ~~Audit~~Nominating and Corporate Governance Committee meets the independence requirements of ~~the Securities and Exchange Commission (the “SEC”) regulations and the~~ NYSE listing standards.
primary responsibilities
• Oversees our corporate governance guidelines.			• Oversees the evaluation of our Board.

~~(2)~~			~~Per NYSE’s financial literacy requirements.~~
~~(3)~~	~~Designated as an “audit committee financial expert” by~~• Makes recommendations regarding candidates for our Board ~~within the meaning of SEC regulations.~~ and Board committees.
~~Number of Meetings in 2018: Four~~				• Makes recommendations regarding governance matters.

~~The Audit Committee operates pursuant to a written charter. You can view the charter on our website at~~ ~~http://investor.elfcosmetics.com/corporate-governance/committees. The Audit Committee reviews and assesses the adequacy of its charter at least annually and, when appropriate, recommends changes to our Board to reflect the evolving role of the Audit Committee.~~
~~The report of the Audit Committee is on page~~ 39.

~~compensation committee~~



	compensation committee
	current ~~members~~members:			independent ⁽¹⁾:	ll 2out of 2	5 meetings held in 2019T and FY 2020.
	~~primary responsibilities~~
~~Stephen A. Ellis~~Kirk Perry (Chair)			ü				~~• Sets the compensation program and compensation of our executive officers and directors.~~ ~~• Reviews and approves all employment, severance and change in control arrangements with our executive officers.~~ ~~• Monitors, and acts as the administrator of, our incentive-compensation and equity-based compensation plans.~~ • Maintains sole authority to retain, terminate, approve fees and other terms of engagement of compensation consultants and to obtain advice and assistance from internal or external legal, accounting or other advisers. ~~• Considers stockholder viewpoints on compensation.~~
~~Kirk L. Perry~~			ü
	Lauren Cooks Levitan			The Compensation Committee report is on page 54.


	(1)	Each member of the Compensation Committee meets the independence requirements of ~~the rules and~~SEC regulations, ~~of the SEC,~~ the regulations of the Internal Revenue Code of 1986 (the “Internal Revenue Code”), and ~~the~~ NYSE listing standards.
	primary responsibilities
~~Number~~	• Reviews and sets the compensation of ~~Meetings in 2018: Three~~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.
	more information
	• 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 ~~retention~~engagement terms. ~~In fulfilling its responsibilities,~~				• For additional information regarding the Compensation Committee, see under the heading “executive compensation—compensation discussion and analysis—compensation setting process”.

	• The Compensation Committee has the authority to delegate any or all of its responsibilities to a subcommittee.
~~The Compensation Committee operates pursuant to a written charter. You can view the charter on our website at~~ ~~http://investor.elfcosmetics.com/corporate-governance/committees~~. The Compensation Committee reviews and assesses the adequacy of its charter at least annually and, when appropriate, recommends changes to our Board to reflect the evolving role of the Compensation Committee.

how our directors are selected


~~For additional information regarding the Compensation Committee’s process~~

sources for candidates	è è è	in depth review by nominating and ~~procedures for the consideration~~corporate governance committee	è è è	nomination/election
Directors		Candidate qualifications		Recommend slate of nominees
Management		Current Board composition		êêê
Stockholders		Independence and ~~determination of compensation (as well as the role that management~~potential conflicts		Full Board review and ~~compensation consultants play), see under the heading “executive compensation—compensation setting process.”~~approval
Search firms		Diversity		êêê
				Nomination and election



~~2019~~23	2020 Proxy Statement	17



~~our board of directors~~

~~nominating and corporate governance committee~~



~~current members~~	~~independent~~ ⁽¹⁾		~~primary responsibilities~~
~~Beth M. Pritchard (Chair)~~intro	üboard	company	~~• Makes recommendations to our Board regarding candidates for directorships and the composition of our Board and Board committees.~~ ~~• Oversees our corporate governance policies.~~ ~~• Oversees the evaluation of management and our Board.~~ ~~• Makes recommendations to our Board concerning governance matters.~~
~~Richelle P. Parham~~exec. comp.			üequity plans
~~Maureen Watson~~stockholders			üaudit
add’l. info	q&a

~~(1)~~	~~Each member of the Nominating and Corporate Governance Committee meets the independence requirements of the NYSE listing standards.~~
~~Number of Meetings in 2018: One~~

~~The Nominating and Corporate Governance Committee operates pursuant to a written charter. You can view the charter on our website at~~ ~~http://investor.elfcosmetics.com/corporate-governance/committees~~. The Nominating and Corporate Governance Committee reviews and assesses the adequacy of its charter at least annually and, when appropriate, recommends changes to our Board to reflect the evolving role of the Nominating and Corporate Governance Committee. annexes

~~how our directors are selected and evaluated~~

~~nominating and corporate governance committee~~

board director ~~nominees~~suggestions

The Nominating and Corporate Governance Committee is responsible for reviewing with our full Board, on an annual basis, the appropriate characteristics, skills, and experience required for our Board as a whole and the individual directors. In evaluating the suitability of individual candidates for our Board (both new candidates and current directors), the Nominating and Corporate Governance Committee ~~in recommending candidates for election,~~ and our Board ~~in approving (and, in the case of vacancies, appointing) such candidates, may take into account~~consider many factors, including ~~but not limited to~~ the following:



• personal and professional integrity		• experience in the industries in which we operate

• ethics and values		• conflicts of interest

• experience in corporate management, such as serving as an officer or former officer ~~of a publicly held company~~ ~~• experience in the industries in which we operate~~		• experience as a board member or executive officer of another publicly held company

• practical and mature business judgment		• diversity of expertise and experience in substantive matters pertaining to our business relative to other Board members ~~• conflicts of interest~~ ~~• practical and mature business judgment~~

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 ~~diversity of experience~~depth in these various areas. Our Board does not have a specific diversity policy but fully appreciates the value of diversity.

In March 2018, Boardspan Inc., an independent director search firm engaged by the Nominating and Corporate Governance Committee, completed its efforts in supporting the successful recruitment of Ms. Parham to our Board.

~~TPG Growth director nominees~~

Under our Second Amended and Restated Stockholders Agreement (the “Stockholders Agreement”), TPG Growth has the right to designate a certain number of nominees for election to our Board, depending on the percentage of our outstanding common stock TPG Growth holds (as indicated in the table below). TPG Growth’s ownership percentage, for purposes of its right to designate nominees, is calculated based on the number of shares that TPG Growth holds (as well



18	~~2019 Proxy Statement~~



	~~our board of directors~~

~~as any of TPG Growth’s affiliates, limited partners, and equityholders to whom TPG Growth transfers its shares (but only to the extent such persons sign a joinder to the Stockholders Agreement)).~~



~~percentage of outstanding common stock held by TPG Growth~~	~~number of TPG Growth nominees~~
~~30% or greater~~	3
~~Less than 30% but greater than or equal to 20%~~	2
~~Less than 20% but greater than or equal to 5%~~	1
~~Less than 5%~~	0

TPG Growth nominees must be elected to our Board by a vote of our stockholders except in the limited circumstances when a TPG Growth nominee ceases to serve on our Board by reason of death, removal, or resignation and his or her replacement is appointed by our Board to serve such former TPG Growth nominee’s remaining term. If any TPG Growth nominee ceases to finish his or her three-year Board term due to such reasons, except to the extent inconsistent with certain provisions of the Delaware General Corporation Law and our other governing documents, TPG Growth has the exclusive right to designate the nominee to fill such vacancy.

Under the Stockholders Agreement, certain affiliates of our founders have agreed to vote their shares of common stock in favor of TPG Growth’s designated nominees. In addition, pursuant to the Stockholders Agreement, those affiliates of our founders have granted an irrevocable proxy in respect of all of their shares of common stock to TPG Growth and Mr. Amin and his family trusts have granted an irrevocable proxy to TPG Growth in respect of certain of their shares of common stock, in each case to vote such shares in favor of TPG Growth’s nominees. This proxy terminates when TPG Growth no longer has the right to designate at least one nominee. With respect to Mr. Amin and his family trusts, this proxy also terminates when Mr. Amin is no longer an executive officer, director, or holder of more than 10% of any class of our equity securities.

TPG Growth’s nomination rights under the Stockholders Agreement allow for TPG Growth to unilaterally select its nominees. There are no restrictions on TPG Growth’s ability to nominate individuals that are partners, members, directors, officers, or employees of TPG Growth or its affiliates. Except for Mr. Ellis (and previously Mr. McGlashan), TPG Growth has not nominated or designated individuals who are affiliated as such with TPG Growth or its affiliates. Instead, in order to prevent the size of our Board from becoming too large and to leverage the strengths of our existing directors, TPG Growth has currently and historically designated as its nominees directors who were originally recruited to our Board prior to our initial public offering in 2016.

As of March 25, 2019, TPG Growth held 27.1% of our outstanding common stock and therefore was (and is) entitled to nominate two individuals to our Board. TPG Growth’s designated nominees are currently Mr. Ellis and Ms. Watson.

In early 2019, TPG Growth notified the Company that, pursuant to its rights under the Stockholders Agreement, it had designated Mr. McGlashan to be nominated for election to our Board at the 2019 annual meeting. On March 13, 2019, Mr. McGlashan resigned from our Board and TPG Growth notified us that it had designated Mr. Ellis to be appointed to our Board to fill the vacancy created by Mr. McGlashan’s resignation and that it had designated Mr. Ellis to be nominated for election to our Board at the 2019 annual meeting.

Ms. Watson was first appointed to our Board in 2015 after being recruited to our Board primarily by Mr. Amin and other members of our senior management due to her qualifications, including her experience in the retail and beauty industry, and her expected contributions to our Board. Upon our initial public offering in 2016, in accordance with TPG Growth’s designation rights at that time, TPG Growth designated Ms. Watson as one of its nominees. Ms. Watson, however, is not (and was not when designated by TPG Growth) a partner, member, director, officer, or employee of TPG Growth or its affiliates. Ms. Watson also does not (nor did she when designated by TPG Growth) receive any compensation or remuneration from TPG Growth or its affiliates (other than compensation payable by the Company for service as a non-employee director). Ms. Watson was elected to our Board by a vote of our stockholders at the 2017 annual meeting to serve a three year term until our 2020 annual meeting.

TPG Growth had previously designated Mr. Wolford as its third nominee upon our initial public offering in 2016. At such time, TPG Growth had the right to designate three nominees to our Board. Mr. Wolford was first appointed to our Board in 2014 after being recruited to our Board primarily by Mr. Amin due to Mr. Wolford’s experience and qualifications and expected contributions to our Board. Like Ms. Watson, Mr. Wolford is not (and was not when designated by TPG



	~~2019 Proxy Statement~~	19



~~our board of directors~~

Growth) a partner, member, director, officer, or employee of TPG Growth or its affiliates and does not (nor did he when designated by TPG Growth) receive any compensation or remuneration from TPG Growth or its affiliates (other than compensation payable by the Company for service as a non-employee director). TPG Growth did not designate Mr. Wolford as one of its nominees at the 2018 annual meeting. Our Board, on the recommendation of the Nominating and Corporate Governance Committee, nominated Mr. Wolford for election to our Board at the 2018 annual meeting based on prior contributions to our Board and his experience and qualifications (and not based on his prior designation as a TPG Growth nominee). Mr. Wolford was elected to our Board by a vote of our stockholders at the 2018 annual meeting to serve a three year term until our 2021 annual meeting.

Our Board has determined that each of Mr. Ellis, Ms. Watson, and Mr. Wolford is independent in accordance with the NYSE listing requirements, as discussed above under the heading “our board of directors-our board-independence.”

For more information regarding Mr. Ellis’, Ms. Watson’s, and Mr. Wolford’s respective experience and qualifications, see under the heading “our board of directors—proposal 1: election of class III directors—nominees” and “our board of directors—continuing directors.”

stockholder director suggestions

In addition to candidates identified through its own internal processes, ~~as noted above,~~ the Nominating and Corporate Governance Committee will evaluate candidates for director that are suggested by any stockholder.

In order for the Nominating and Corporate Governance Committee to consider a stockholder suggestion, the stockholder must submit proof of Company stock ownership and submit an explanation of the reasons why the stockholder believes the candidate is qualified for service on our Board. ~~The~~To fully evaluate the candidate, the Nominating and Corporate Governance Committee may request the stockholder provide additional information onregarding the suggested ~~candidate in order for the Nominating and Corporate Governance Committee to fully evaluate the~~ candidate.

The Nominating and Corporate Governance Committee evaluates candidates suggested by stockholders using the same principles and methodologies as it uses to evaluate other ~~candidates.~~candidates (including candidates identified by our Board or the Company).

There is no set deadline or timing for a stockholder to suggest a candidate for our Board. Stockholder suggestions for nominees for director should be submitted in writing to:

e.l.f. Beauty, Inc.
ATTN: Corporate Secretary
570 10th Street
Oakland, California 94607



2020 Proxy Statement	24



intro	board	company	exec. comp.	equity plans	stockholders	audit	add’l. info	q&a	annexes

The procedures described above are meant to establish an additional means by which stockholders can contribute to our process for identifying and evaluating candidates for our Board and isare not meant to replace or limit stockholders’ general nomination rights, as discussed below, in any way.

stockholder director nomination right

Any stockholder may nominate ~~one~~a candidate or ~~more persons~~candidates for election to our Board at an annual meeting of stockholders if the stockholder complies with the advance notice, information, and consent provisions contained in our bylaws, which are briefly described ~~as follows.~~ below.

To nominate a candidate, a stockholder must submit a detailed resume of the candidate and an explanation of the reasons why the stockholder believes the candidate is qualified to serve on our Board. The stockholder must also provide ~~such~~ other information about the candidate that would be required by the SEC rules to be included in a proxy statement.

In addition, the stockholder must include the consent of the candidate with respect to the candidate’s ~~election~~nomination and commitment to serve if elected, and describe any relationships, arrangements or undertakings between the stockholder and the candidate regarding the nomination or otherwise. The stockholder must also submit a director questionnaire and ~~a representation and~~an agreement completed by each candidate (forms of which must be requested from the Company), and the stockholder must provide any other information required by our bylaws. The stockholder must also submit proof of Company stock ownership.

~~As previously disclosed, we changed~~If a stockholder wishes to nominate one or more persons for election to our ~~fiscal year end from December 31 to March 31, with our fiscal year 2020 running from April 1, 2019 to March 31, 2020. As such, though we have not yet set a date for~~Board at the ~~2020~~2021 annual meeting of stockholders, we ~~know that~~must receive notice of the ~~2020~~nomination between April 29, 2021 and May 29, 2021 according to our bylaws. However, if the date of the 2021 annual meeting ~~will be held~~of stockholders is more than 30 days before or more than 60 days after ~~the one-year anniversary of the~~



20	~~2019 Proxy Statement~~



	~~our board of directors~~

~~2019 annual meeting. As such, in order to~~August 27, 2021, notice must be ~~considered timely for consideration at the 2020 annual meeting, the Company must receive stockholder director nominations~~received not later than the 90th day prior to the date of the ~~2020~~2021 annual meeting of stockholders or, if later, the 10th day following the day ~~we first publicly disclose~~on which public disclosure of the date of the ~~2020 annual meeting.~~

The Company has not implemented proxy access so, unless the Company otherwise agrees, stockholder director nominees will not be automatically included in the Company’s proxy materials for the applicable2021 annual meeting of ~~stockholders.~~stockholders is first made.

Stockholder director nominations must be submitted in writing to:

e.l.f. Beauty, Inc.
ATTN: Corporate Secretary
570 10th Street
Oakland, California 94607

~~Other than~~Marathon Partners Equity Management, LLC and certain of its affiliates notified the Company on May 28, 2020 that it intended to nominate three nominees for election as ~~noted above~~Class I directors at the 2020 annual meeting. Marathon Partners Equity Management, LLC and its affiliates withdrew their notice of intention to nominate and their nominees on July 1, 2020.

termination of TPG board designation rights and cessation of TPG board representation

In connection with ~~respect~~TPG’s sale of approximately 3.6 million shares on December 2, 2019, which resulted in TPG being the registered holder of approximately 7.3% of the Company’s outstanding common stock as of that date, and following discussions with the Company and at the Company’s request, TPG, the Company and Mr. Amin (and certain of his family



	25	2020 Proxy Statement



intro	board	company	exec. comp.	equity plans	stockholders	audit	add’l. info	q&a	annexes

trusts) agreed to terminate, effective as of December 4, 2019, the Second Amended and Restated Stockholders Agreement (the “Stockholders Agreement”), dated as of March 3, 2017, by and among the Company, TPG, ~~Growth’s nomination rights,~~and certain other additional equity holders of the Company. In addition, on December 3, 2019 (and in connection with TPG’s December 2 sale of common stock), Mr. Ellis, the sole director designee of TPG pursuant to the Stockholders Agreement, resigned from our Board.

As a result of the termination of the Stockholders Agreement, any director that was a TPG designated director ceased to have that designation as ~~described under~~of December 4, 2019 and TPG no longer has the ~~heading “our board~~contractual right to designate any directors or any nominees for election to our Board. No current director is a partner, member, director, officer, or employee of ~~directors—~~TPG or its affiliates.

how our directors are ~~selected and evaluated—TPG Growth director nominees,” the Company did not receive notice of any director nominations from its stockholders for the 2019 annual meeting.~~

~~board and committee evaluations~~evaluated

Our Board is committed to continual corporate governance ~~improvement, and annually our~~improvement. Our Board, and each committee, conducts aan annual self-evaluation to review and assess ~~the~~its overall effectiveness, ~~of our Board and each committee,~~ including with respect to strategic oversight, board structure and operation, interaction with and evaluation of management, governance policies, and committee structure and composition. As appropriate, these assessments may result in updates or changes to our practices as well as commitments to continue existing practices that our directors believe contribute positively to the effective functioning of our Board and ~~its~~ committees.

meeting attendance

Our Board meets at least quarterly each year and special meetings may be held as permitted by our bylaws. Committee meetings are held at such times as the committee may determine, with the goal of meeting at least quarterly each year. Directors are expected to attend and participate in Board meetings and applicable committee meetings, ~~of committees on which they serve,~~ and to spend the time needed and meet as frequently as necessary to properly discharge their responsibilities. ~~Directors are also encouraged to attend the annual meeting of stockholders.~~

During ~~2018,~~2019T and FY 2020, our Board held ~~seven~~10 meetings. Each director, for the portion of ~~2018~~2019T and FY 2020 that ~~such~~the director was a member of our Board or a particular committee, as applicable, attended at least 75% of the aggregate of the total number of meetings of our Board held during ~~2018~~2019T and FY 2020 and the total number of meetings held during ~~2018~~2019T and FY 2020 by all committees of our Board on which that director served.

Although we do not have a policy with regard to directors’ attendance at the annual meetings of stockholders, all ~~of the~~ directors are encouraged to attend ~~the~~ annual meetings. Each director that was on our Board on the date of the ~~2018~~2019 annual meeting of stockholders attended ~~that meeting.~~the 2019 annual meeting of stockholders.

how our directors are paid

non-employee director compensation program

We ~~have a Non-Employee Director Compensation Program pursuant to which we~~ compensate our non-employee directors for their service on our ~~Board.~~Board in accordance with our Non-Employee Director Compensation Program. We also reimburse all directors for their reasonable business expenses incurred in connection with their activities as directors. All of our non-employee directors are eligible to receive compensation for their



2020 Proxy Statement	26



intro	board	company	exec. comp.	equity plans	stockholders	audit	add’l. info	q&a	annexes

service on our Board except for any non-employee director that is a partner, member, director, officer, or employee of TPG ~~Growth~~ or its affiliates. No partner, member, director, officer or employee of TPG or its affiliates has been a member of our Board since December 3, 2019.

The only non-employee ~~director~~directors that ~~fit that exception~~were not eligible to receive compensation for their service on our Board in ~~2018 was~~2019T and FY 2020 were Mr. ~~McGlashan.~~Ellis (who resigned from our Board on December 3, 2019) and Mr. McGlashan (who resigned from our Board on March 13, 2019) due to their respective affiliation with TPG.

Our Non-Employee Director Compensation Program in effect for ~~2018~~2019T and FY 2020 provided for the following compensation to our non-employee ~~directors.~~



	~~2019 Proxy Statement~~	21



~~our board of directors~~

directors:

retainer
cash ⁽¹⁾

stock award ⁽²⁾

total
Annual Retainer $ 45,000
$ 140,000
$ 185,000
Audit Committee Chairperson Retainer $ 15,000
$ —
$ 15,000
Audit Committee Member Retainer $ 7,500
$ —
$ 7,500
Compensation Committee Chairperson Retainer $ 10,000
$ —
$ 10,000
Compensation Committee Member Retainer $ 5,000
$ —
$ 5,000
Nominating and Corporate Governance Committee Chairperson Retainer $ 6,000
$ —
$ 6,000
Nominating and Corporate Governance Committee Member Retainer $ 3,000
$ —
$ 3,000

(1) Prior to January 1 of any year, a non-employee director may elect to receive all of his or her annual cash retainer for the following year in the form of time-vesting restricted stock units (“RSUs”).
(2) Payable in time-vesting RSUs. The actual number of RSUs granted to a 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, pro-rated for new directors.

The cash portion of the annual retainers is paid on a quarterly basis in arrears. If a director does not serve as a non-employee director for an entire calendar quarter, the cash portion of the annual retainers will be pro-rated based on the portion of such quarter such director actually served as a non-employee director.

The RSU portion of the annual retainer is granted on the date of each annual meeting of stockholders, or for new 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. If a non-employee director is elected or appointed to our Board on any date other than the date of the annual meeting of stockholders, the RSU portion of the annual retainer will be granted on the date of election or appointment, pro-rated based on the number of days before the next annual meeting of stockholders after the date of election or appointment, and vests in full 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).

~~We also reimburse all directors for their reasonable business expenses incurred in connection with their activities as directors.~~



retainer		cash ⁽¹⁾		stock award ^{(2) (3)}		total
Annual Retainer		$	45,000	$	175,000	$	220,000
Lead Independent Director Retainer		$	20,000	—		$	20,000
Audit Committee Chairperson Retainer		$	15,000	—		$	15,000
Audit Committee Member Retainer		$	7,500	—		$	7,500
Compensation Committee Chairperson Retainer		$	10,000	—		$	10,000
Compensation Committee Member Retainer		$	5,000	—		$	5,000
Nominating and Corporate Governance Committee Chairperson Retainer		$	6,000	—		$	6,000
Nominating and Corporate Governance Committee Member Retainer		$	3,000	—		$	3,000


(1)	The cash portion is paid on a quarterly basis. If a director does not serve as a non-employee director for the entire period, the cash portion of the annual retainers will be pro-rated based on the portion of the period that director served as a non-employee director. Prior to January 1 of any year, a non-employee director may elect to receive all of his or her annual cash retainer for the following year in the form of time-vesting restricted stock units (“RSUs”).
(2)	Payable in time-vesting RSUs. The actual number of RSUs granted to a non-employee director is calculated by dividing the dollar amount of the award by the closing trading price of our common stock on the date of grant. The dollar amount of the award is pro-rated for new non-employee directors. The RSU portion of the annual retainer is granted on the date of each annual meeting of stockholders, or for new non-employee directors, on the date of appointment, and vests in full on the earlier of (i) the first anniversary of the grant date or (ii) immediately prior to the next annual meeting of stockholders after the grant date, subject to the director continuing to serve as a non-employee director through the vesting date. All RSUs granted to our non-employee directors pursuant to the Non-Employee Director Compensation Program vest fully immediately prior to the occurrence of a change in control (as defined in our 2016 Equity Incentive Award Plan).
(3)	For the 2019-2020 board term, the value of the stock award was increased by 25% (or $35,000) to account for the extra quarter between the 2019 annual meeting of stockholders (May 2019) and the 2020 annual meeting (August 2020) as a result of the change in our fiscal year-end. The fiscal year-end change resulted in there being five quarters of Board service between annual meetings instead of the normal four. For the 2020-2021 board term and future board terms, the value of the stock award for our non-employee directors will return to $140,000 under our Non-Employee Director Compensation Program.

director compensation table

The following table shows the compensation earned by or paid to our non-employee directors for their service in ~~2018.~~2019T and FY 2020. All dollar amounts are rounded to the nearest whole dollar amount. No non-employee director elected to defer any compensation earned by, or paid in, ~~2018.~~

name
fees earned
or paid in cash

stock award ⁽¹⁾^†

total
Lauren Cooks Levitan ⁽²⁾
$ —
$ 195,500
⁽³⁾
$ 195,497
William E. McGlashan, Jr. ⁽⁴⁾
$ —
$ —
$ —
Richelle P. Parham ⁽⁵⁾
$ 35,000
$ 139,998
$ 174,998
Kirk L. Perry ⁽²⁾
$ 17,679
⁽⁶⁾
$ 184,982
$ 202,655
Beth M. Pritchard $ 45,000
$ 139,998
$ 184,998
Sabrina L. Simmons ⁽²⁾
$ —
$ 199,997
⁽⁷⁾
$ 199,990
Maureen C. Watson ⁽²⁾
$ —
$ 190,984
⁽⁸⁾
$ 190,976
Richard G. Wolford ⁽²⁾
$ —
$ 197,494
⁽⁹⁾
$ 197,485

2019T and FY 2020.



22	~~2019~~27	2020 Proxy Statement



	~~2019 Proxy Statement~~	25

name
target bonus
(% of salary)
target bonus
actual bonus
Tarang P. Amin 100 % $ 475,000
$ —
John P. Bailey 75 % $ 318,750
$ —
Scott K. Milsten 40 % $ 130,000
$ —



	~~2019 Proxy Statement~~	29

name and principal position
year salary
stock
awards ⁽¹⁾

option
awards ⁽¹⁾

non-equity incentive plan compensation
all other compensation
total
Tarang P. Amin 2018 $ 475,000
$ 5,247,021
$ 1,750,000
$ —
$ 20,000
⁽³⁾
$ 7,492,021
Chairman, Chief Executive Officer and President 2017 $ 475,000
$ 7,155,544
$ 2,269,160
$ 403,750
$ 20,000
⁽³⁾
$ 10,323,454
John P. Bailey ⁽²⁾
2018 $ 425,000
$ 4,047,781
$ 1,350,000
$ —
$ 5,500
⁽⁴⁾
$ 5,828,281
Former President and Former Chief Financial Officer 2017 $ 425,000
$ 3,253,008
$ 1,032,308
$ 270,937
$ 654
⁽⁴⁾
$ 4,981,907
Scott K. Milsten 2018 $ 325,000
$ 1,499,096
$ 500,000
$ —
$ 5,500
⁽⁴⁾
$ 2,329,596
SVP, General Counsel, Corp. Sec. and Chief People Officer 2017 $ 325,000
$ 1,626,504
$ 514,556
$ 110,500
$ 4,000
⁽⁴⁾
$ 2,580,560

(1) Represents the grant date fair value of stock options, RSUs, and shares of restricted stock granted to the named executive officer in the year indicated, calculated in accordance with FASB ASC Topic 718 for stock-based compensation transactions, disregarding the effects of estimated forfeitures. The grant date fair value of stock options with a market condition is based on the probable outcome of such condition; no maximum value applies. For a discussion of the valuation of these awards, see Notes to Consolidated Financial Statements at Note 12 in the 2018 Annual Report. These amounts do not reflect the amount the named executive officer has actually realized or will realize from the awards upon the vesting of the granted stock options, RSUs, and shares of restricted stock or the sale of the shares underlying the granted stock options, RSUs, or shares of restricted stock.
(2) Mr. Bailey resigned as President and Chief Financial Officer of the Company effective March 31, 2019.
(3) Represents reimbursement of financial planning and tax preparation assistance made pursuant to Mr. Amin’s employment agreement.
(4) Represents amount of matching contributions made by the Company under its 401(k) plan.



~~(2)~~(3)	~~Pursuant to~~Based on a Schedule 13G/A filed with the ~~Stockholders Agreement, (i) the parties to the Stockholders Agreements have agreed to certain restrictions~~SEC on private transfers of their shares of common stock, and (ii) certain affiliates of our founders (including J.A. Cosmetics Corp.) have agreed to vote their shares of common stock in favor of the nominees designated to serve on our BoardFebruary 13, 2020 by TPG ~~elf Holdings, L.P. (the direct holder of TPG Growth’s shares of common stock)~~Growth II Advisors, Inc. (“TPG ~~elf Holdings”~~Growth”). In addition, pursuant to the Stockholders Agreement (i) certain affiliates of our founders (including J.A. Cosmetics Corp.) have granted an irrevocable proxy in respect of all of their shares of common stock to TPG elf Holdings and (ii) Mr. Amin and his family trusts have granted an irrevocable proxy in respect of certain of their shares of common stock to TPG elf Holdings, in each case to vote such shares subject to the irrevocable proxy in connection with matters relating to the composition of our Board and the right of TPG elf Holdings to nominate members to our Board; provided that such proxy terminates when TPG elf Holdings no longer has the right to designate at least one nominee for our Board and, with respect to Mr. Amin and his family trusts, when Mr. Amin is no longer an executive officer, director, or holder of more than 10% of any class of our equity securities.
~~(3)~~	TPG Growth is the beneficial owner of ~~13,510,828~~3,676,418 shares of common stock, has sole voting power over 0 shares of common stock, has shared voting power over ~~13,510,828~~3,676,418 shares of common stock, has sole dispositive power over 0 shares of common stock and has shared dispositive power over ~~13,510,828~~3,676,418 shares of common stock. Based on a Schedule 13G/A filed with the SEC on February 13, 2018 by TPG Growth, David Bonderman, and James G. Coulter, Mr. Bonderman and Mr. Coulter, as the sole shareholders of TPG Growth, may be deemed to beneficially own the shares of common stock beneficially owned by TPG Growth (but Mr. Bonderman and Mr. Coulter disclaim any such beneficial ownership except to the extent of their pecuniary interest therein). The shares of common stock beneficially owned by TPG Growth, Mr. Bonderman, and Mr. Coulter are held directly by TPG elf Holdings, L.P. (of which TPG Growth is the general partner). TPG Growth’s, Mr. Bonderman’s, and Mr. Coulter’s address is c/o TPG Global, LLC, 301 Commerce Street, Suite 3300, Fort Worth, Texas 76102.
(4)	~~In addition to~~Based on a Schedule 13G/A filed with the SEC on February 13, 2020 by Champlain Investment Partners, LLC (“Champlain”). Champlain is the beneficial owner of 3,644,615 shares of common stock, ~~beneficially owned~~has sole voting power over 2,678,360 shares of common stock, has shared voting power of 0 shares of common stock, has sole dispositive power over 3,644,615 shares of common stock, and has shared dispositive power over 0 shares of common stock. Champlain’s address is 180 Battery St., Burlington, Vermont 05401.
(5)	Based on a Schedule 13G filed with the SEC on February 11, 2020 by TPG Growth as indicated in footnote (3), as a result of the voting obligations and irrevocable proxy set forth in the Stockholders Agreement, TPG elf Holdings (and TPG Growth, Mr. Bonderman, and Mr. Coulter) may be deemed to beThe Vanguard Group, Inc. (“Vanguard”). Vanguard is the beneficial owner of ~~the~~3,082,137 shares of common stock, ~~held by certain other parties to the Stockholders Agreement. Those additional~~has sole voting power over 28,883 shares of common stock, ~~are not reflected in TPG Growth’s beneficial ownership in the table above. In the Schedule 13G/A noted in footnote (3), TPG Growth, Mr. Bonderman, and Mr. Coulter disclaim beneficial ownership~~has shared voting power of ~~the shares held by the stockholders that are parties to the Stockholders Agreement.~~
~~(5)~~	~~Consists of (i) 1,770,670~~1,800 shares of common stock, held by Mr. Amin, (ii) 722,785 stock options held by Mr. Amin that are exercisable within 60 days of the date indicated above, (iii) 0 RSUs held by Mr. Amin that will vest within 60 days of the date indicated above, and (iv) 3,958,593has sole dispositive power over 3,054,483 shares of common stock, ~~held by various family trusts for which Mr. Amin~~ and ~~his wife serve as co-trustees and~~has shared dispositive power over ~~which they each have sole investment and voting power.~~27,654 shares of common stock. Vanguard’s address is 100 Vanguard Blvd., Malvern, PA 19355.
(6)	Based on a Schedule 13D/A filed with the SEC on ~~January 28, 2019~~June 1, 2020 by Marathon Partners L.P. (“Partners Fund”), Marathon Focus Fund L.P. (“Focus Fund”), Marathon Partners LUX Fund, L.P. (“Lux Fund”), Cibelli Research & Management, LLC (“Cibelli Research”), Marathon Partners Equity Management, LLC (“Marathon Partners”), and Mario D. Cibelli (collectively with Partners Fund, Focus Fund, Lux Fund, Cibelli Research and Marathon Partners, “Marathon”). Partners Fund is the beneficial owner of ~~2,950,000~~1,250,000 shares of common stock (which includes 100,000 shares underlying certain call options), has sole voting power over 0 shares of common stock, has shared voting power over ~~2,950,000~~1,250,000 shares of common stock (which includes 100,000 shares underlying certain call options), has sole dispositive power over 0 shares of common stock, and has shared dispositive power over ~~2,950,000~~1,250,000 shares of common ~~stock.~~stock (which includes 100,000 shares underlying certain call options). Focus Fund is the beneficial owner of ~~400,000~~160,000 shares of common stock (which includes 10,000 shares underlying certain call options), has sole voting power over 0 shares of common stock, has shared voting power over ~~400,000~~160,000 shares of common stock (which includes 10,000 shares underlying certain call options), has sole dispositive power over 0 shares of common stock, and has shared dispositive power over ~~400,000~~160,000 shares of common ~~stock.~~stock (which includes 10,000 shares underlying certain call options). Lux Fund is the beneficial owner of ~~800,000~~1,175,000 shares of common stock (which includes 125,000 shares underlying certain call options), has sole voting power over 0 shares of common stock, has shared voting power over ~~800,000~~1,175,000 shares of common stock (which includes 125,000 shares underlying certain call options), has sole dispositive power over 0 shares of common stock, and has shared dispositive power over ~~800,000~~1,175,000 shares of common ~~stock. Lux Fund has purchased in the over the counter market put options referencing an aggregate of 133,400 Shares, which have an exercise price of $7.50 and expired on February 15, 2019.~~stock (which includes 125,000 shares underlying certain call options). Cibelli Research is the beneficial owner of ~~1,200,000~~1,335,000 shares of common stock (which includes 135,000 shares underlying certain call options), has sole voting power over 0 shares of common stock, has shared voting power over ~~1,200,000~~1,335,000 shares of common stock (which includes 135,000 shares underlying certain call options), has sole dispositive power over 0 shares of common stock, and has shared dispositive power over ~~1,200,000~~1,335,000 shares of common ~~stock.~~stock (which includes 135,000 shares underlying certain call options). Marathon Partners is the beneficial owner of ~~4,150,000~~2,585,000 shares of common stock (which includes 235,000 shares underlying certain call options), has sole voting power over 0 shares of common stock, has shared voting power over ~~4,150,000~~2,585,000 shares of common stock (which includes 235,000 shares underlying certain call options), has sole dispositive power over 0 shares of common stock, and has shared dispositive power over ~~4,150,000~~2,585,000 shares of common ~~stock.~~stock (which includes 235,000 shares underlying certain call options). Mr. Cibelli is the beneficial owner of ~~4,160,200~~2,595,200 shares of common stock (which includes 235,000 shares underlying certain call options), has sole voting power over 10,200 shares of common stock, has shared voting power over ~~4,150,000~~2,585,000 shares of common stock (which includes 235,000 shares underlying certain call options), has sole dispositive power over 10,200 shares of common stock, and has shared dispositive power over ~~4,150,000~~2,585,000 shares of common ~~stock.~~stock (which includes 235,000 shares underlying certain call options). Cibelli Research, as the general partner of each of Focus Fund and Lux Fund, may be deemed the beneficial owner of the shares of common stock owned by each of Focus Fund and Lux Fund. Marathon Partners, as the investment manager of each of Partners Fund, Focus Fund and Lux Fund and the general partner of Partners Fund, may be deemed the beneficial owner of the shares of common stock owned by each of Partners Fund, Focus Fund and Lux Fund. Mr. Cibelli, as the managing member of each of Cibelli Research and Marathon Partners, may be deemed the beneficial owner of the shares of common stock owned by each of Partners Fund, Focus Fund and Lux Fund. Each of Partners Fund, Focus Fund, LUX Fund, Cibelli Research, Marathon Partners, and Mr. Cibelli disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein. Each of Partners Fund’s, Focus Fund’s, Lux Fund’s, Cibelli Research’s, Marathon Partners’, and Mr. Cibelli’s address is One Grand Central Place, 60 East 42nd Street, Suite 2306, New York, New York 10165.
(7)	~~Based on a Schedule 13G/A filed with the SEC on February 13, 2019 by FMR LLC and Abigail P. Johnson. FMR LLC is the beneficial owner~~Consists of ~~3,928,600~~(i) 179,611 shares of common stock ~~has sole voting power over 687,142 shares of common~~(including restricted stock has shared voting power over 0 shares of common stock, has sole dispositive power over 3,928,600 shares of common stock and has shared dispositive power over 0 shares of common stock. Ms. Johnson and members of her family, through ownership of voting common shares of FMR LLC and the execution of the shareholders’ voting agreement, may be deemed to beneficially own the shares of common stock beneficially owned by FMR LLC. Neither FMR LLC nor Ms. Johnson has the sole power to vote or direct the voting of the shares owned directly by the various investment companies registered under the Investment Company Act (“Fidelity Funds”) advised by Fidelity Management & Research Company (“FMR Co”), a wholly owned subsidiary of FMR LLC, which power resides with the Fidelity Funds' Boards of Trustees. FMR Co carries out the voting of the shares under written guidelines established by the Fidelity Funds' Boards of Trustees. FMR LLC’s and Ms. Johnson’s address is 245 Summer Street, Boston, Massachusetts 02210.
~~(8)~~	Based on a Schedule 13G/A filed with the SEC on February 13, 2019 by Champlain Investment Partners, LLC (“Champlain”). Champlain is the beneficial owner of 3,425,575 shares of common stock, has sole voting power over 2,345,490 shares of common stock, has shared voting power of 0 shares of common stock, has sole dispositive power over 2,749,980 shares of common stock, and has shared dispositive power over 0 shares of common stock. Champlain’s address is 180 Battery St., Burlington, Vermont 05401.



	~~2019 Proxy Statement~~	35



~~our stockholders~~



~~(9)~~	Based on a Schedule 13G/A filed with the SEC on February 12, 2019 by J.A. Cosmetics Corp. J.A. Cosmetics Corp. is the beneficial owner of 2,849,221 shares of common stock, has sole voting power over 2,849,221 shares of common stock, has shared voting power over 0 shares of common stock, has sole dispositive power over 2,849,221 shares of common stock and has shared dispositive power over 0 shares of common stock. Joseph A. Shamah, Alan Shamah and Frank Pisani share voting, investment and dispositive power over the shares held by J.A. Cosmetics Corp., and as a result, each may be deemed to share beneficial ownership of the shares held of record by J.A. Cosmetics Corp. (but each such individual disclaims any such beneficial ownership). J.A. Cosmetics Corp.’s address is 1393 East 7th Street, Brooklyn, New York 11230.
~~(10)~~	~~Consists (i) 258,630 shares of common stock~~awards) held by Mr. ~~Bailey,~~Baruch, (ii) ~~145,906~~361,489 stock options held by Mr. ~~Bailey~~Baruch that are exercisable within 60 days of the date indicated above and (iii) 0 RSUs held by Mr. ~~Bailey~~Baruch that will vest within 60 days of the date indicated above. The figure above does not include PSAs granted on June 1, 2020 that vest based upon performance metrics, which will be reported upon achievement.
~~(11)~~	~~Mr. Bailey resigned as President and Chief Financial Officer, effective March 31, 2019.~~
~~(12)~~(8)	Consists of (i) ~~303,021~~162,580 shares of common stock (including restricted stock awards) held by Ms. Fields, (ii) 20,940 stock options held by Ms. Fields that are exercisable within 60 days of the date indicated above and (iii) 0 RSUs held by Ms. Fields that will vest within 60 days of the date indicated above. The figure above does not include PSAs granted on June 1, 2020 that vest based upon performance metrics, which will be reported in connection with achievement.
(9)	Consists of (i) 75,780 shares of common stock (including restricted stock awards) held by Mr. Franks, (ii) 0 stock options held by Mr. Franks that are exercisable within 60 days of the date indicated above and (iii) 0 RSUs held by Mr. Franks that will vest within 60 days of the date indicated above. The figure above does not include PSAs granted on June 1, 2020 that vest based upon performance metrics, which will be reported in connection with achievement.
(10)	Consists of (i) 226,548 shares of common stock (including restricted stock awards) held by Mr. Milsten, (ii) ~~331,779~~374,099 stock options held by Mr. Milsten that are exercisable within 60 days of the date indicated above, (iii) 0 RSUs held by Mr. Milsten that will vest within 60 days of the date indicated above, and (iv) ~~174,399~~52,363 shares of common stock held by the Milsten/Conner Trust dated October 17, 2008 for which Mr. Milsten and his wife serve as co-trustees and over which they each have sole investment and voting power. The figure above does not include PSAs granted on June 1, 2020 that vest based upon performance metrics, which will be reported in connection with achievement.
~~(13)~~	Mr. Ellis was appointed to our Board on March 14, 2019. Mr. Ellis is a partner at TPG Growth. Mr. Ellis has no voting or investment power over, and disclaims beneficial ownership of, the shares held by TPG Growth. The address of Mr. Ellis is c/o TPG Global, LLC, 301 Commerce Street, Suite 3300, Fort Worth, Texas 76102.
~~(14)~~(11)	Consists of (i) ~~7,867~~17,867 shares of common stock held by Ms. Cooks Levitan, (ii) 34,500 stock options held by Ms. Cooks Levitan that are exercisable within 60 days of the date indicated above ~~(20,700~~(6,900 of the stock options are unvested but permit early exercise), and (iii) ~~10,000~~14,403 RSUs held by Ms. Cooks Levitan that will vest within 60 days of the date indicated above.



	~~2019 Proxy Statement~~	39



	~~2019 Proxy Statement~~	41



~~additional information~~

~~date. A list~~“1 YEAR” for the frequency of ~~these stockholders will be available during regular business hours at~~ the ~~Company’s headquarters, from~~advisory vote on the compensation for our ~~Corporate Secretary, at least 10 days before~~named executive officers (Proposal 3); and

“FOR” the ratification of the appointment of Deloitte as our ~~2019 annual meeting. The list of stockholders will also be available at the time and place of our 2019 annual meeting. There is no cumulative voting with respect~~independent registered public accounting firm for FY 2021 (Proposal 4).

does my vote matter?

YES, YOUR VOTE IS IMPORTANT.

We are required to obtain stockholder approval for the election of ~~directors.~~Class I directors and other important matters. Each share of common stock is entitled to one vote and every share voted has the same weight. In order for the Company to obtain the necessary stockholder approval of proposals, a “quorum” of stockholders (a majority of the issued and outstanding shares entitled to vote at the meeting) must be represented at the 2020 annual meeting in person or by proxy.

If a quorum is not obtained, the Company must postpone the 2020 annual meeting and solicit additional proxies. This is an expensive and time-consuming process.

Voting by proxy is important for us to obtain a quorum, hold the meeting, and complete the stockholder vote.

how do i vote?

You may vote your shares by ~~written~~ proxy ~~over~~through the Internet, by proxy by telephone, or ~~in person at~~by proxy by mail as indicated on the ~~2019 annual meeting. Please also see the detailed instructions on your~~Notice of Internet Availability of Proxy Materials, proxy card, or voting instruction form. You may also vote using the online ballot at the 2020 annual meeting. All shares entitled to vote and represented by properly executed proxies received before the polls are closed at the ~~2019~~2020 annual meeting, and not revoked or superseded, will be voted at the ~~2019~~2020 annual meeting in accordance with the instructions indicated on those proxies. ~~YOUR VOTE IS IMPORTANT.~~

Whether or not you plan to attend the 2020 annual meeting, we urge you to vote by proxy through the Internet, by proxy by telephone, or using a proxy card or voting instruction form to ensure your vote is counted. You may still attend the 2020 annual meeting and vote by ballot even if you have already voted by proxy.

Voting procedures based on how your shares are held are described below.

~~Stockholder~~Stockholders of ~~Record (Shares Registered in Your Name)~~record

. You are a stockholder of record if your shares were registered directly in your name with the transfer agent for our common stock, Computershare, Inc. (“Computershare”), at the close of business on the record date. If you are a stockholder of record, you may vote in person at the 2019 annual meeting,To vote by proxy through the Internet, or vote by proxy using a proxy card that you may request or that we may elect to deliver at a later time. Whether or not you plan to attend the 2019 annual meeting, we urge you to vote by proxy to ensure your vote is counted. You may still attend the 2019 annual meeting and vote in person even if you have already voted by proxy.

~~To vote in person, come to the 2019 annual meeting and we will give you a ballot when you arrive.~~

~~To vote through the Internet,~~ go to ~~www.envisionreports.com/~~www.envisionreports.com/ELF~~to complete an electronic proxy card.~~. You will be asked to provide ~~the company number and~~your individual control ~~number from the Notice of Internet Availability of Proxy Materials. Your vote must be received by 1:00 a.m., Eastern Time, on~~ ~~May 21, 2019~~ ~~to be counted.~~number.

To vote ~~over the phone,~~by proxy by telephone, call ~~toll free~~ 1-800-652-VOTE (8683) within the ~~United States,~~U.S., U.S. territories, and Canada.

To vote ~~using the proxy card,~~by mail, please request a full set of proxy ~~card~~materials (if ~~we haven’t~~you do not already ~~delivered one~~

~~to you)~~have a full set) and then simply complete, sign, and date the enclosed proxy card and return it ~~promptly.~~promptly in the postage-paid envelope. If ~~you return~~we receive your ~~signed~~properly executed proxy card ~~to us~~ before the ~~2019~~2020 annual meeting, we will vote your shares as directed by your proxy card.

~~Beneficial Owner (Shares Registered in~~To vote by online ballot at the ~~Name of Broker). If~~2020 annual meeting, attend the 2020 annual meeting and vote your shares ~~were held not in your name, but rather in an account at a broker, at~~using the ~~close of business~~online ballot on the ~~record date, then you are the beneficial owner~~virtual meeting website.

Beneficial owners 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 2019 annual meeting. If you are a beneficial owner of shares registered in the name of your broker, you

You should have received a ~~Notice of Internet Availability of Proxy Materials~~voting instruction form containing voting instructions from your broker rather than from us. ~~Please follow~~Follow the ~~voting~~detailed instructions in the ~~Notice of Internet Availability of Proxy Materials~~voting instruction form to ensure that your vote is counted. ~~Alternatively, you~~



2020 Proxy Statement	76



intro	board	company	exec. comp.	equity plans	stockholders	audit	add’l. info	q&a	annexes

You may also vote ~~over~~by proxy though the Internet or by proxy by telephone as instructed by your broker.

ToIf you wish to vote ~~in person~~by online ballot at the ~~2019~~2020 annual meeting, you must obtain a ~~proxy form~~“legal proxy” from your ~~broker.~~broker to vote. Follow the instructions included with the ~~Notice of Internet Availability of Proxy Materials,~~voting instruction form or contact your broker to request a “legal proxy”. The voting instruction form you received in connection with the 2020 annual meeting is not a legal proxy. Please note requesting a legal proxy ~~form~~.

~~Internet~~from your broker will revoke any vote by proxy ~~voting will be provided to allow~~ you ~~to vote~~might have previously executed, and your shares will only be represented with respect to the proposals if you vote by online with procedures designed to ensure the authenticity and correctness of your proxy vote instructions. However, please be aware that you must bear any costs associated with your Internet, such as usage charges from Internet access providers and telephone companies.

~~who can vote in person~~ballot at the ~~2019~~2020 annual ~~meeting?~~meeting.

~~Stockholders of record at~~Please see under the ~~close of business~~heading “additional information—important information regarding the virtual meeting” for information on how to register and attend the 2020 annual meeting.

when is the record date ~~may vote in person at~~for the ~~2019~~2020 annual meeting. If you held your shares through a broker, you may not vote your shares in person at the 2019 annual meeting unless you request and obtain a proxy form from your broker. Please contact your broker to request a proxy form.meeting?

~~Whether or not you plan to attend the 2019 annual meeting, we urge you to fill out and return the proxy card or vote by proxy on the Internet as instructed above to ensure your vote is counted.~~July 6, 2020.

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 ~~the record date.~~July 6, 2020.

who is entitled to vote?

Stockholders as of July 6, 2020 are entitled to vote on all items properly presented at our 2020 annual meeting. On July 6, 2020, 50,451,340 shares of our common stock were issued and outstanding and entitled to vote. Every stockholder is entitled to one vote for each share of common stock held on July 6, 2020.



44	~~2019 Proxy Statement~~



	~~questions and answers~~

who ~~counts~~can vote by online ballot at the ~~votes?~~2020 annual meeting?

~~Computershare, Inc., our transfer agent, has been engaged~~Stockholders of record as ~~our independent agent to tabulate stockholder votes and appointed as~~of July 6, 2020 may vote by online ballot at the ~~inspector of election.~~ 2020 annual meeting.

If you ~~are a stockholder of record, your executed proxy card is returned directly to Computershare for tabulation. As noted above, if you hold~~held your shares through a broker, you may not vote your shares by online ballot at the 2020 annual meeting unless you provide a legal proxy from your broker.

Follow the instructions included with the voting instruction form or contact your broker to request a legal proxy. The voting instruction form you received in connection with the 2020 annual meeting is not a legal proxy. Please note requesting a legal proxy from your broker will ~~return one~~revoke any vote by proxy ~~card to Computershare on behalf of all its clients.~~

~~how are votes counted?~~

~~Votes~~you might have previously executed, and your shares will only be ~~counted by Computershare, as the inspector of election appointed for the 2019 annual meeting, who will separately count “For,” “Withhold,” and broker non-votes~~represented with respect to ~~Proposal 1 and “For,” “Against,” “Abstain,” and broker non-votes with respect~~the proposals if you vote by online ballot at the 2020 annual meeting.

Whether or not you plan to ~~Proposal 2. If your shares are held by your broker,~~attend the 2020 annual meeting, we urge you ~~will need to obtain a valid proxy form from the institution that holds your shares and follow the instructions included on that form regarding how to instruct your broker~~ to vote by proxy through the Internet, vote by proxy by telephone, or sign, date, and return a proxy card or voting instruction form to ensure your ~~shares. If you do not give instructions to your broker, your broker can~~ vote ~~your shares with respect to “routine” items, but not with respect to “non-routine” items.~~is counted.

how many votes are needed to approve the proposals?

Election of three Class ~~III~~I directors. ~~The~~Director nominees will be elected by the vote of a plurality of the votes cast at the 2020 annual meeting. A plurality voting standard means that the three nominees receiving the most “For” votes will be elected. “Withhold” votes and broker non-votes are not considered votes cast for this purpose and will have no effect on the election of the nominees.

~~Ratification of appointment of Deloitte.~~Advisory vote on compensation for our named executive officers. This proposal will be decided by a majority of the votes ~~cast “For” or “Against” it.~~cast. This means that the number of shares voted “For” must exceed the number of shares



	77	2020 Proxy Statement



intro	board	company	exec. comp.	equity plans	stockholders	audit	add’l. info	q&a	annexes

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.

Advisory indication of the frequency of the advisory vote on the compensation for our named executive officers. Stockholders are not voting to approve or disapprove our Board’s recommendation with respect to the frequency with which the say-on-pay vote will be held in the future. The frequency choice (“1 year,” “2 years,” “3 years”) receiving the most votes will be given due regard by, but will not be binding on, our Board or the Company. Abstentions and broker non-votes are not considered votes cast for this purpose and will have no effect on the vote for this proposal.

Ratification of appointment of Deloitte as our independent registered public accounting firm. 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” it 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.

who counts the votes?

Computershare, our transfer agent, has been engaged as our independent agent to tabulate stockholder votes and appointed as the inspector of election.

what are “broker non-votes”?

If you ~~hold~~are a beneficial owner of shares ~~beneficially through a~~and your shares are held by your broker and you do not provide your broker with voting instructions, your shares may constitute “broker non-votes.”

Broker non-votes occur on a matter when a broker is not permitted to vote on that matter without instructions from the beneficial owner and instructions are not given. ~~Matters on which a broker is not permitted to vote without instructions from the beneficial owner are referred to as “non-routine” matters.~~

Broker non-votes are counted for

purposes of determining whether or not a quorum exists for the transaction of business.

AsA broker is entitled to vote shares held by a beneficial owner ~~in order to ensure your shares are voted in~~on “routine” matters without instructions from the ~~way you would like, you must provide voting~~beneficial owner of those shares. However, absent instructions ~~to your~~from the beneficial owner, a broker ~~by the deadline provided in the materials you receive from your broker. If you do~~is not ~~provide voting instructions to your broker, your broker will only have discretion~~entitled to vote ~~your~~ shares held for a beneficial owner on ~~“routine”~~"non-routine" matters.

The proposals to be voted on at the ~~2019~~2020 annual meeting are classified as follows:

~~Election of~~ ~~Class III~~ ~~directors is considered a “non-routine” matter; and~~

~~The ratification of the appointment of Deloitte as our independent registered public accounting firm for the 2019 transition period and our fiscal year 2020 is considered a “routine” matter.~~



proposal		classification
1.	Election of three Class I directors	non-routine
2.	Advisory vote on compensation for our named executive officers	non-routine
3.	Advisory indication of the frequency of the advisory vote on the compensation for our named executive officers	non-routine
4.	Ratification of appointment of Deloitte as our independent registered public accounting firm	routine

If you hold your shares beneficially through a broker, it is critical that you cast your vote if you want it to count infor the ~~election of our directors.~~“non-routine” proposals. If you hold your shares beneficially through a broker and you do not instruct your broker how to vote infor the ~~election of our directors,~~“non-routine” proposals, no votes will be cast on your ~~behalf.~~behalf for those proposals. Follow the detailed instructions in the enclosed voting instruction form to ensure that your vote is counted.

what if i return a proxy card but do not make specific choices?

If you return a signed and dated proxy card or otherwise vote without marking voting selections, your shares will be voted:



2020 Proxy Statement	78



intro	board	company	exec. comp.	equity plans	stockholders	audit	add’l. info	q&a	annexes

“~~For” each nominee in~~FOR” all the ~~election of~~nominees listed on the proxy card as Class ~~III~~I directors; ~~and~~

“~~For”~~FOR” the approval, on an advisory basis, of the compensation for our named executive officers;

“1 YEAR” for the frequency of the advisory vote on the compensation for our named executive officers; and

“FOR” the ratification of the appointment of Deloitte as our independent registered public accounting firm for ~~the 2019 transition period and our fiscal year 2020.~~FY 2021.

can i change my vote or revoke my proxy after submitting my ~~proxy card?~~proxy?

Yes. You can revoke your proxy at any time before ~~the final vote~~it is exercised at the ~~2019~~2020 annual meeting.

If you are ~~the~~a stockholder of record, ~~holder of your shares,~~ you may revoke your proxy before it is exercised at the ~~final vote~~2020 annual meeting in any one of the following ways:

~~You~~you may ~~submit~~grant a subsequent proxy through the Internet;

you may grant a subsequent proxy by telephone;

you may mail another properly completed proxy card with a later ~~date.~~

date;

you may attend the 2020 annual meeting and vote by online ballot. Simply attending the 2020 annual meeting will not, by itself, revoke your proxy; or



	~~2019 Proxy Statement~~	45



~~questions and answers~~

~~You may grant a subsequent proxy through the Internet.~~

~~You~~you may send a timely written notice that you are revoking your proxy to:

e.l.f. Beauty, Inc.

ATTN: Corporate Secretary

570 10th Street

Oakland, California 94607

~~You may attend~~Only your latest dated validly executed proxy that you submit (either by mail, phone, or the ~~2019 annual meeting and vote in person. Simply attending the 2019 annual meeting~~Internet) will ~~not, by itself, revoke your proxy.~~

~~Your most current proxy card or Internet proxy is the one that is~~be counted.

~~Note that if~~If you are a beneficial owner of shares and your shares are held by your broker, you should follow the instructions provided by your ~~broker.~~broker if you wish to change your vote or revoke your proxy.

what is a quorum and what constitutes a quorum?

A “quorum” is the number of shares that must be present, in person or by proxy, in order for business to be conducted at the ~~2019~~2020 annual meeting. The required quorum for the ~~2019~~2020 annual meeting is the presence in person or by proxy of the holders of a majority in voting power of the stock issued and outstanding as of the record date and entitled to vote at the ~~2019~~2020 annual meeting. ~~Because~~

As there were ~~49,870,772~~50,451,340 shares of our common stock issued, outstanding and entitled to vote as of July 6, 2020, the record date, a quorum will be present for the ~~2019~~2020 annual meeting if an aggregate of at least ~~24,935,387~~25,225,671 shares are present in person or by proxy at the ~~2019~~2020 annual meeting. If there is no quorum, either the chairperson of the 2020 annual meeting or a ~~quorum is not~~majority in voting power of the stockholders entitled to vote at the 2020 annual meeting, present in person or represented by proxy, may adjourn the 2020 annual meeting ~~will be adjourned until a quorum is obtained. “Withhold” votes, abstentions, and broker non-votes will be counted for the purpose of determining the presence~~to another time or ~~absence of a quorum.~~place.

If you are a stockholder of record, your shares will be counted towards the quorum only if you submit a valid proxy or vote at the ~~2019~~2020 annual meeting. If you hold your shares beneficially through a broker, your shares will



	79	2020 Proxy Statement



intro	board	company	exec. comp.	equity plans	stockholders	audit	add’l. info	q&a	annexes

be counted towards the quorum if your broker submits a proxy for your shares at the ~~2019~~2020 annual meeting, even if ~~such~~that proxy results in a broker non-vote due to the absence of voting instructions from you. ~~“Withhold”~~

“Withhold” votes, abstentions, and ~~abstentions~~broker non-votes, if any, will ~~also~~ be counted towards the quorum requirement. If there is no quorum, either the chairperson of the 2019 annual meeting or a majority in voting power of the stockholders entitled to vote at the 2019 annual meeting, present in person or represented by proxy, may adjourn the 2019 annual meeting to another time or place.

~~what happens if a nominee is unable to stand for re-election?~~

If a nominee is unable to stand for re-election, our Board may reduce the number of directors on our Board or it may name a substitute nominee. If a substitute is named, shares represented by properly executed proxies may be voted for the ~~substitute nominee.~~

~~who is paying for this proxy solicitation process?~~

~~The proxy is solicited on behalf~~purpose of ~~our Board, and we are paying for~~determining the ~~cost~~presence or absence of the proxy solicitation process. Copies of the proxy materials will be given to brokers that hold shares that are beneficially owned by others. Upon request, we will reimburse these brokers for their reasonable out-of-pocket expenses in forwarding these proxy materials to the stockholders who are the beneficial owners. Original solicitation of proxies may be supplemented by telephone or personal solicitation by our directors, officers or other employees. No additional compensation will be paid to our directors, officers or other employees for soliciting proxies.a quorum.

how can i find out the results of the voting at the ~~2019~~2020 annual meeting?

We will ~~announce~~publish preliminary voting results atin a Current Report on Form 8-K within four business days following the ~~2019~~ annual meeting and publish final results in a Current Report on Form 8-K ~~within the time-frame required~~as soon as practicable following final certification by the ~~SEC. If final voting results~~inspector of election.

will Deloitte be present at the 2020 annual meeting?

Representatives of Deloitte, our independent registered public accounting firm for 2019T and FY 2020, are ~~unavailable~~expected to be present at ~~that time, we~~the 2020 annual meeting and will ~~file an amended Current Report on Form 8-K within four business days of~~have the ~~day the final results are available.~~opportunity to make statements, if they so desire, and to respond to appropriate questions.

when are stockholder proposals or director nominations due for the ~~2020~~2021 annual meeting of stockholders?

~~In the event that~~If a stockholder ~~desires~~wishes to have a proposal considered for presentation at the ~~2020~~2021 annual meeting of stockholders and included in the Company’s proxy statement and form of proxy used in connection with ~~such~~the 2021 annual meeting of stockholders, the proposal must be forwarded in writing to our Corporate Secretary, ~~and it~~ must comply with the requirements of SEC Rule ~~14a-8.~~

~~Under SEC Rule~~ 14a-8, ~~stockholder proposals~~and must be received ~~not less than 120 calendar days prior to~~by March 19, 2021. However, if we hold the one-year anniversary of the date the proxy statement was released to stockholders in connection with the previous year's annual meeting, which for the 2020 annual meeting would be December 12, 2019. However, as we previously disclosed, we changed our fiscal year end from December 31 to March 31, with our fiscal year 2020 running from April 1, 2019 to March 31, 2020. As such, though we do not have a date set yet for the 20202021 annual meeting of stockholders ~~we know that~~more than

30 days before, or more than 60 days after, August 27, 2021, we will ~~hold the 2020 annual~~



46	~~2019 Proxy Statement~~



	~~questions and answers~~

meeting more than 30 days after the one-year anniversary of the 2019 annual meeting. Accordingly, we anticipate that the deadline for stockholder proposals will be a reasonable time before we begin to print and send our proxy materials for the 2020 annual meeting. We willpublicly disclose the deadline by which ~~stockholders~~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.~~received.

If a stockholder, rather than including a proposal in our proxy statement as discussed above, commences his or her own proxy solicitation for the ~~2020~~2021 annual meeting of stockholders (including nominating individuals for election to our Board) or proposes business for consideration at the ~~2020~~2021 annual meeting of stockholders, we must receive notice ~~not~~of the proposal between April 29, 2021 and May 29, 2021. However, if we hold the 2021 annual meeting of stockholders more than 30 days before, or more than 60 days after, August 27, 2021, we must receive notice of the proposal no later than the 90th day prior to the date of the ~~2020~~2021 annual meeting of stockholders or, if later, the 10th day following the day we first publicly disclose the date of the ~~2020~~2021 annual ~~meeting.~~meeting of stockholders. Any such proposal must comply with the requirements of our bylaws, which contain additional requirements about advance notice of stockholder proposals.

Proposals and notices should be submitted in writing to:

e.l.f. Beauty, Inc.
ATTN: Corporate Secretary
570 10th Street
Oakland, California 94607

~~will Deloitte be present at the 2019 annual meeting?~~

Representatives of Deloitte, our independent registered public accounting firm for 2018, are expected to be present at the 2019 annual meeting and will have the opportunity to make statements, if they so desire, and to respond to appropriate questions.

what if my question isn’t listed here?

If your question wasn’t listed here, please contact Innisfree, our ~~investor relations department.~~

~~http://investor.elfcosmetics.com/ir-resources/contact-us~~

~~e.l.f. Beauty, Inc.~~
~~ATTN: Investor Relations~~
~~570 10th Street~~
~~Oakland, California 94607~~proxy solicitor, at 1 (877) 456-3507 (toll free from the U.S. and Canada) or +1 (412) 232-3651 (from other locations).



	~~2019~~2020 Proxy Statement	4780







	~~Your vote matters - here’s how to vote!~~
	~~You may vote online instead of mailing this card.~~

		~~Votes submitted electronically must be received by 1:00 a.m., Eastern Time, on May 21, 2019~~
		~~Online~~ ~~Go to~~ ~~www.envisionreports.com/ELF~~ ~~or scan the QR code - login details are located in the shaded bar below.~~
		~~Save paper, time and money! Sign up for electronic delivery at www.envisionreports.com/ELF~~

~~Using a~~ ~~black inkpen, mark your votes with an~~ X ~~as shown in this example. Please do not write outside the designated areas~~

~~2019 Annual Meeting Proxy Card~~

â ~~IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.~~ â

A.
Proposals - The Board of Directors recommend a vote FOR all the nominees listed and FOR all the proposals listed
1. Election of three Class III directors to hold office until our 2022 annual meeting of stockholders.
01 - Tarang P. Amin 02 - Stephen A. Ellis 03 - Beth M. Pritchard

¨
Mark here to vote FOR all nominees
¨
Mark here to WITHHOLD vote from all nominees

01 02 03

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
2.
Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the transition period ended 3/31/2019 and the fiscal year ending 3/31/2020.

¨ ¨ ¨
Note: 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.



48	~~2019 Proxy Statement~~



intro	board	company	exec. comp.	equity plans	stockholders	audit	add’l. info	q&a







~~Important notice regarding the Internet availability of proxy materials for the Annual Meeting of Stockholders.~~ ~~The material is available at: www.edocumentview.com/ELF~~

		~~Small steps make an impact.~~ ~~Help the environment by consenting to receive electronic~~ ~~delivery, sign up at www.envisionreports.com/ELF~~



â~~IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.~~â annexes

annex a

GAAP to non-GAAP reconciliation tables

reconciliation of GAAP net sales to non-GAAP net sales (excluding the contribution from e.l.f. retail stores) (in thousands)



~~Proxy - e.l.f. Beauty, Inc.~~

~~2019 Annual Meeting of Stockholders - May 21, 2019 at 8:30 a.m.~~ ~~Proxy Solicited by Board of Directors~~ The stockholder(s) hereby appoint(s) Tarang P. Amin and Scott K. Milsten, or any of them, as proxies, each with the power to appoint his 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., local time, on May 21, 2019, at the offices of e.l.f. Beauty, Inc. at 570 10th Street, 3rd Floor, Oakland, California 94607, 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 Items~~
~~Change of Address~~ ~~— Please print new address below.~~		~~Comments~~ ~~— Please print your comments below.~~	~~Meeting Attendance~~
			~~Mark box to the right if~~ ~~you plan to attend the~~ ~~Annual Meeting~~	¨



	three months ended March 31, 2018			three months ended March 31, 2019			twelve months ended March 31, 2019
Net sales	$	65,920		$	66,141		$	267,656
Net sales (e.l.f. retail stores)	$	(3,338	)	$	(1,856	)	$	(12,001	)
Net sales (excluding e.l.f. retail stores)	$	62,582		$	64,285		$	255,655

reconciliation of GAAP net income to non-GAAP adjusted EBITDA (unaudited) (in thousands)



		twelve months ended March 31, 2019			FY 2020
Net (loss) income		$	(3,079	)	$	17,884
Interest expense, net		$	7,702		$	6,307
Income (benefit) tax provision		$	(1,261	)	$	6,185
Depreciation and amortization		$	24,093		$	20,223
EBITDA		$	27,455		$	50,599
Restructuring expense (income) ⁽¹⁾		$	16,859		$	(5,982	)
Stock-based compensation		$	16,864		$	15,488
Other non-cash and non-recurring costs ⁽²⁾		$	1,261		$	2,505
Adjusted EBITDA		$	62,439		$	62,610


(1)	Represents restructuring expense (income) related to the e.l.f. retail store closures. Includes a gain related to settlement of outstanding lease liabilities equal to the difference between the amount of cash disbursed and the outstanding liability at the time of settlement.
(2)	Represents various non-cash or non-recurring costs, including costs related to the development or acquisition of new brands, including W3LL People in February 2020, as well as the automation of certain warehouse and distribution activities.



~~2019~~81	2020 Proxy Statement	49

3. To indicate, on an advisory basis, the preferred frequency of the advisory vote on the compensation of the Company's named executive officers. 1 Year 2 Years 3 Years Abstain 01 - Kirk L. Perry 02 - Sabrina L. Simmons 03 - Maureen C. Watson 01 02 03 Mark here to vote FOR all nominees 1 U P X 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. Mark here to WITHHOLD vote from all nominees Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. 03AINC + + A Proposals - The Board of Directors recommend a vote FOR all the nominees listed, FOR Proposals 2 and 4, and for every 1 YEAR on Proposal 3. 2. To approve, on an advisory basis, the compensation of the Company's named executive officers. Note: 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. 1. To elect three Class I directors, each to serve for three years. For Against Abstain 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. B Authorized Signatures - This section must be completed for your vote to count. Please date and sign below. qIF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.q 2020 Annual Meeting Proxy Card 4. To ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending March 31, 2021. You may vote online or by phone instead of mailing this card. Online Go to www.envisionreports.com/ELF or scan the QR code - login details are located in the shaded bar below. Your vote matters - here’s how to vote! Save paper, time and money! Sign up for electronic delivery at www.envisionreports.com/ELF Phone Call toll free 1-800-652-VOTE (8683) within the USA, US territories and Canada

Small steps make an impact. Help the environment by consenting to receive electronic delivery, sign up at www.envisionreports.com/ELF 2020 Annual Meeting of Stockholders - August 27, 2020 at 8:30 a.m. Proxy Solicited by Board of Directors The stockholder(s) hereby appoint(s) Tarang P. Amin, Scott K. Milsten, and Mandy Fields, 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 27, 2020, 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. Proxy - e.l.f. Beauty, Inc. qIF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.q C Non-Voting Items + + Change of Address - Please print new address below. Comments - Please print your comments below. Important notice regarding the Internet availability of proxy materials for the Annual Meeting of Stockholders. The material is available at: www.envisionreports.com/ELF The 2020 Annual Meeting of Stockholders of e.l.f. Beauty, Inc. will be held on Thursday, August 27, 2020 at 8:30 A.M., Pacific time, virtually via the internet at www.meetingcenter.io/285699127. 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. The password for this meeting is - ELF2020.



intro	~~summary~~board	company	exec. comp.	equity plans	stockholders	audit	add’l. info	q&a	annexes



			director nominees
			director nominees
name	age	primary occupation	independent	see page
Tarang P. Amin	54	Chairman, Chief Executive Officer, and President		8
Stephen A. Ellis	56	Managing Partner of TPG Growth	ü	8
Beth M. Pritchard	72	Adviser; Former executive of multiple companies	ü	9



audit matters
audit matters		The Audit Committee has selected Deloitte as the Company’s independent registered public accounting firm for the transition period ended March 31, 2019 and fiscal year 2020. Deloitte was the Company’s independent registered public accounting firm for 2018 and 2017.
	type of fees		2018		2017		see page
	Audit Fees		$	1,023,500	$	1,163,560	39
	Audit-Related Fees		$	112,432	$	52,835	39
	Tax Fees		$	18,491	$	59,646	39
	All Other Fees		$	—	$	240,000	39
	TOTAL FEES		$	1,154,423	$	1,516,041	39



board of directors
board of directors		One of 41 companies in the Russell 3000 Index whose boards of directors have reached gender parity or are majority women (Equilar Gender Diversity Index report from March 7, 2019)
	average tenure: 2.7 years average age: 58 years




	Our directors have or exhibit:
	l a proven track record	l personal and professional integrity			l public company board l experience
	l innovative thinking	l diversity of expertise and experience			l extensive operational l experience
	l financial and accounting l expertise	l knowledge of corporate governance l practices and requirements			l significant retail and l consumer packaged goods l experience
	name	age	independent	committees	class	term ends	see page
	Tarang P. Amin	54		None	III	2019	8
	Stephen A. Ellis	56	ü	Comp (Chair)	III	2019	8
	Lauren Cooks Levitan	53	ü	Audit	II	2021	10
	Richelle P. Parham	51	ü	NomGov	II	2021	10
	Kirk L. Perry	52	ü	Comp	I	2020	11
	Beth M. Pritchard	72	ü	NomGov (Chair)	III	2019	9
	Sabrina L. Simmons	55	ü	Audit (Chair)	I	2020	11
	Maureen C. Watson	51	ü	NomGov	I	2020	12
	Richard G. Wolford	74	ü	Audit	II	2021	12



			executive officers
			executive officers
name	age	position		named executive officer?	see page
Tarang P. Amin	54	Chairman, Chief Executive Officer, President, and Director		Yes	24
Richard F. Baruch, Jr.	51	Senior Vice President and Chief Commercial Officer		No	24
Jonathan T. Fieldman	49	Senior Vice President, Operations		No	24
Kory A. Marchisotto	42	Senior Vice President and Chief Marketing Officer		No	25
Scott K. Milsten	49	Senior Vice President, General Counsel, Corp. Sec., and Chief People Officer		Yes	25



name	age	years on board	independent	leadership position / committee membership
Tarang P. Amin Chairman, Chief Executive Officer and President	54	5.2		Chairman
Stephen A. Ellis Managing Partner of TPG Growth	56	<1	ü	Chair of Compensation Committee
Beth M. Pritchard Adviser; Former executive of multiple companies	72	1.4	ü	Lead Independent Director Chair of Nominating and Corp. Gov. Committee



intro	~~our~~ board ~~of directors~~	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		55	6.4
Lori Keith	ü	51	<1			member
Lauren Cooks Levitan	ü	54	3.9		member
Richelle Parham	ü	52	2.3	member
Kirk Perry	ü	53	3.8		chair
Beth Pritchard—Lead Independent Director	ü	73	2.7			chair
Sabrina Simmons	ü	57	4.3	chair
Maureen Watson	ü	52	4.9			member
Richard Wolford	ü	75	5.9	member



~~business characteristic~~	~~key qualification and experience~~
~~The Company’s business is multifaceted and involves complex financial transactions.~~	~~Financial / Accounting~~ ~~Senior Leadership~~
~~The Company’s business is global and multicultural, with its products sold around the world and manufactured outside of the United States.~~	~~Consumer Goods~~ ~~Retail / Beauty~~ ~~Operations~~ ~~Senior Leadership~~
~~The mass beauty market has recently undergone a competitive transformation, with new entrants, beauty influencers, and social media networks changing the way consumers interact with brands.~~	~~Retail / Beauty~~ ~~Brand / Marketing~~ ~~Tech / Digital Media~~
~~Innovation and marketing are key drivers of the Company’s business.~~	~~Consumer Goods~~ ~~Retail / Beauty~~ ~~Brand / Marketing~~ ~~Tech / Digital Media~~
~~Our Board’s responsibilities include understanding and overseeing the various risks facing the Company and ensuring that appropriate policies and procedures are in place to effectively manage risk.~~	~~Corporate Governance~~ ~~Other Public Company Boards~~ ~~Senior Leadership~~



retainer		cash ⁽¹⁾		stock award ⁽²⁾		total
Annual Retainer		$	45,000	$	140,000	$	185,000
Audit Committee Chairperson Retainer		$	15,000	$	—	$	15,000
Audit Committee Member Retainer		$	7,500	$	—	$	7,500
Compensation Committee Chairperson Retainer		$	10,000	$	—	$	10,000
Compensation Committee Member Retainer		$	5,000	$	—	$	5,000
Nominating and Corporate Governance Committee Chairperson Retainer		$	6,000	$	—	$	6,000
Nominating and Corporate Governance Committee Member Retainer		$	3,000	$	—	$	3,000


(1)	Prior to January 1 of any year, a non-employee director may elect to receive all of his or her annual cash retainer for the following year in the form of time-vesting restricted stock units (“RSUs”).
(2)	Payable in time-vesting RSUs. The actual number of RSUs granted to a 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, pro-rated for new directors.



name	fees earned or paid in cash			stock award ⁽¹⁾^†			total
Lauren Cooks Levitan ⁽²⁾	$	—		$	195,500	⁽³⁾	$	195,497
William E. McGlashan, Jr. ⁽⁴⁾	$	—		$	—		$	—
Richelle P. Parham ⁽⁵⁾	$	35,000		$	139,998		$	174,998
Kirk L. Perry ⁽²⁾	$	17,679	⁽⁶⁾	$	184,982		$	202,655
Beth M. Pritchard	$	45,000		$	139,998		$	184,998
Sabrina L. Simmons ⁽²⁾	$	—		$	199,997	⁽⁷⁾	$	199,990
Maureen C. Watson ⁽²⁾	$	—		$	190,984	⁽⁸⁾	$	190,976
Richard G. Wolford ⁽²⁾	$	—		$	197,494	⁽⁹⁾	$	197,485


name ⁽¹⁾						name ⁽¹⁾	year	fees earned or paid in cash		stock award ^{(2) (12)}		total
Stephen Ellis ^{(3) (4)}						Stephen Ellis ^{(3) (4)}	2020	—		—		—
							2019T	—		—		—
Lauren Cooks Levitan ^{(5) (6)}						Lauren Cooks Levitan ^{(5) (6)}	2020	$	44,156	$	174,996	$	219,152
							2019T	—		—		—
William McGlashan, Jr. ^{(3) (7)}						William McGlashan, Jr. ^{(3) (7)}	2019T	—		—		—
Richelle Parham ⁽⁸⁾						Richelle Parham ⁽⁸⁾	2020	$	49,272	$	174,996	$	224,268
							2019T	$	11,917	—		$	11,917
Kirk Perry ^{(6) (9) (10)}						Kirk Perry ^{(6) (9) (10)}	2020	$	52,338	$	174,996	$	227,334
							2019T	$	1,111	—		$	1,111
Beth Pritchard⁽¹¹⁾						Beth Pritchard⁽¹¹⁾	2020	$	70,690	$	174,996	$	245,687
							2019T	$	15,083	—		$	15,083
Sabrina Simmons ⁽⁶⁾						Sabrina Simmons ⁽⁶⁾	2020	$	51,404	$	174,996	$	226,400
							2019T	—		—		—
Maureen Watson ^{(6) (9)}						Maureen Watson ^{(6) (9)}	2020	$	47,993	$	174,996	$	222,989
							2019T	—		—		—
Richard Wolford ^{(6) (9)}						Richard Wolford ^{(6) (9)}	2020	$	52,500	$	174,996	$	227,497
							2019T	—		—		—


(1)	Represents the grant date fair value of RSUs granted to the director, calculated in accordance with FASB ASC Topic 718 for stock-based compensation transactions, disregarding the effects of estimated forfeitures. For a discussion of the valuation of these awards, see Notes to Consolidated Financial Statements at Note 12 in the 2018 Annual Report. These amounts do not reflect the amount the director has actually realized or will realize from the awards upon the vesting of the granted RSUs, or the sale of the shares underlying the granted RSUs. The table below shows the number of unexercised stock options and RSUs held by each director as of December 31, 2018.					Does not include Ms. Keith as Ms. Keith was appointed to our Board after FY 2020.
(2)	Elected to receive RSUs in lieu of cash for the 2018-2019 board term. The RSUs for the 2018-2019 board term were granted on May 22, 2018.					Represents the grant date fair value of RSUs granted to the director, calculated in accordance with FASB ASC Topic 718 for stock-based compensation transactions, disregarding the effects of estimated forfeitures. For a discussion of the valuation of these awards, see Notes to Consolidated Financial Statements at Note 14 in the 2020 Annual Report. These amounts do not reflect the amount the director has actually realized or will realize from the awards upon the vesting of the granted RSUs, or the sale of the shares underlying the granted RSUs.
(3)	Includes the Audit Committee member retainer and the Nominating and Corporate Governance Committee member retainer for the 2018-2019 board term.					Mr. McGlashan and Mr. Ellis were not entitled to receive any compensation under our Non-Employee Director Compensation Policy due to their affiliation with TPG.
(4)	Mr. McGlashan resigned from our Board effective as of March 13, 2019.					Mr. Ellis resigned from our Board on December 3, 2019.
(5)	Ms. Parham was appointed to our Board effective as of March 22, 2018.					Ms. Levitan was a member of the Audit Committee from January 1, 2019 to December 3, 2019 and was appointed to the Compensation Committee on December 3, 2019.
(6)	Represents the cash portion of the annual board retainer for the 2017-2018 board term. As noted above, Mr. Perry elected to receive his director compensation for the 2018-2019 board term in RSUs, which were granted on May 22, 2018.					Elected to receive RSUs in lieu of cash for the 2018-2019 board term (May 22, 2018 to May 21, 2019). The RSUs for the 2018-2019 board term were granted on May 22, 2018. The grant date fair value of the RSUs, calculated in accordance with FASB ASC Topic 718 for stock-based compensation transactions, were reported in the Company’s proxy statement for the 2019 annual meeting of stockholders, which was filed with the SEC on April 10, 2019.
(7)	Includes the Audit Committee chairperson retainer for the 2018-2019 board term.					Mr. McGlashan resigned from our Board on March 13, 2019.
(8)	Includes the Nominating and Corporate Governance Committee chairperson retainer for the 2018-2019 board term.					Ms. Parham was a member of the Nominating and Corporate Governance Committee from January 10, 2019 to December 3, 2019 and was appointed to the Audit Committee on December 3, 2019.
(9)	Includes the Audit Committee member retainer and the Compensation Committee member retainer for the 2018-2019 board term.					Elected to receive RSUs in lieu of cash for the 2019-2020 board term (May 21, 2019 to the date of the 2020 annual meeting). The RSUs for the 2019-2020 board term were granted on May 21, 2019. The grant date fair value of the RSUs, calculated in accordance with FASB ASC Topic 718 for stock-based compensation transactions based on the assumptions described in footnote 1, is reflected in the “fees earned or paid in cash” column.
†	The following table shows the number of unexercised stock options and the number of RSUs held by our non-employee directors as of December 31, 2018.
	name		unexercised stock options		RSUs ⁽¹⁾
	Lauren Cooks Levitan		34,500	⁽²⁾	10,000
	William E. McGlashan, Jr.		—		—
	Richelle P. Parham		—		7,161
	Kirk L. Perry		13,800		9,462
	Beth M. Pritchard		—		7,161
	Sabrina L. Simmons		34,500	⁽³⁾	10,230
	Maureen C. Watson		34,500		9,769
	Richard G. Wolford		34,500		10,102

(1)
	(1)	100% of the RSUs will vest on the date of the 2019 annual meeting.
	(2)	20,700 of the unexercised stock options are unvested but permit early exercise.
	(3)	13,800 of the unexercised stock options are unvested but permit early exercise.
(10)						Mr. Perry was appointed to the Compensation Committee on January 10, 2019 and appointed as the chair of the Compensation Committee on December 3, 2019. (i) $1,111 in 2019T and approximately $694 in FY 2020 in the “fees earned or paid in cash” column represent the additional compensation that Mr. Perry was entitled to after his appointment to the Compensation Committee and (ii) approximately $1,646 in FY 2020 in the “fees earned or paid in cash” column represents the additional compensation that Mr. Perry was entitled to after his appointment as the chair of the Compensation Committee, which, in each case, was paid in cash rather than RSUs for administrative purposes.
(11)						Ms. Pritchard was appointed as the chair of the Nominating and Corporate Governance Committee on January 10, 2019 and as Lead Independent Director on February 14, 2019.
(12)						The following table shows the number of unexercised stock options and RSUs held by our non-employee directors as of March 31, 2020.



name		unexercised stock options	RSUs ^(*)
Lauren Cooks Levitan		34,500	14,403
Richelle Parham		—	14,403
Kirk Perry		13,800	18,518
Beth Pritchard		—	14,403
Sabrina Simmons		34,500	14,403
Maureen Watson		34,500	18,353
Richard Wolford		34,500	18,724


(*)	100% of the RSUs will vest on the date of the 2020 annual meeting, subject to the director’s continued service through such date.



Tarang P. Amin
chief executive officer and president
Age: 55	Current Role • Mr. Amin has served as our Chief Executive Officer since January ~~2014. In addition, Mr. Amin was appointed~~2014 and as our President insince March 2019. More Information • For more information about Mr. ~~Amin’s biography is set forth~~Amin, see under the heading ~~“our~~“our board of directors—~~proposal 1: election of class III directors—nominees.~~continuing directors”
~~Age: 54~~.

~~Richard F. Baruch, Jr.~~
Rich Baruch senior vice president and chief commercial officer
Age: 52	Current Role • Mr. Baruch has served as our Senior Vice President and Chief Commercial Officer since February 2014. ~~Mr. Baruch most recently served as~~ Select Prior Experience • Senior Vice President and Chief Commercial Officer at Schiff Nutrition (until its acquisition, NYSE: SHF) from July 2012 to January ~~2013. From December 2010 to June 2012, he~~2013 when it was acquired. • Vice President, Category Advisory Services at Coca-Cola Refreshments, a division of The Coca-Cola Company (NYSE: KO), a leading global beverage company, ~~where he led an initiative~~from December 2010 to build a new organization and bring a new set of capabilities to Coca-Cola’s North American business. From January 2009 to December 2012, Mr. Baruch was President and Chief Operating Officer of Cot 'N Wash, Inc., a laundry products company. Prior to that, Mr. Baruch spent 14June 2012. • Over 10 years atsales leadership experience with The Clorox Company in a number of leadership roles, with the most recent as Vice President and General Manager of the Home Care business. He began his career at Procter & Gamble in various sales management roles.Company. ~~Mr. Baruch holds a~~Education • B.A. in English from University of Pennsylvania.
~~Age: 51~~

~~Jonathan T. Fieldman~~
~~senior vice president, operations~~
	Mr. Fieldman has served as our Senior Vice President, Operations since July 2016. Prior to that, Mr. Fieldman served as Senior Vice President, Operations at Angie’s Boom Chicka Pop, a snack food company, from January 2015 to July 2016. From January 2014 to January 2015, Mr. Fieldman served as Chief Supply Officer for Shaklee Corporation, a natural nutrition company. Previously, Mr. Fieldman worked for Schiff Nutrition, where he served as Senior Vice President, Operations from May 2011 to February 2013. Prior to Schiff Nutrition, Mr. Fieldman spent 12 years at The Clorox Company in various supply chain roles, including Planning Director, Sourcing Director and Plant Manager, with the most recent as Vice President, Specialty Supply Chain. Prior to that, Mr. Fieldman worked for General Mills, Inc., a multinational manufacturer and marketer of branded consumer foods, for eight years in a variety of manufacturing roles. Mr. Fieldman also serves on the board of directors of the Alameda County Community Food Bank. ~~Mr. Fieldman holds a B.S. in Industrial Engineering and Engineering Management from Stanford University.~~
~~Age: 49~~



intro	~~our~~ board	company	exec. comp.	equity plans	stockholders	audit	add’l. info	q&a	annexes



~~Kory Marchisotto~~ Mandy Fields senior vice president and chief financial officer
Age: 39	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 2010 to 2016. Education • B.S. in Finance from Indiana University of Bloomington’s Kelley School of Business.


Josh Franks senior vice president, operations
Age: 42	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 University.



Kory Marchisotto senior vice president, chief marketing officer
Age: 44	Current Role • Ms. Marchisotto has served as our Senior Vice President and Chief Marketing Officer since February 2019. Ms. Marchisotto has more than 20 years of beauty experience, across a diverse portfolio of brands, business models and distribution channels. Most recently, Ms. Marchisotto led strategic brand management for Shiseido, a global beauty corporation, and served as Select Prior Experience • Senior Vice President, Marketing for bareMinerals, a brand of Shiseido ~~Americas’ bareMinerals brand. Ms. Marchisotto played~~Americas Corporation (TYO: 4911), a key role in bareMinerals’ ongoing transformation, most notably leading the brands digital transition and integrated marketing strategy, while also solidifying its stronghold in complexion through core franchise invigoration and top-ranked foundation launches. Priorglobal beauty company, from 2016 to ~~bareMinerals, Ms. Marchisotto spent 16 years in Shiseido’s~~2018. • Senior Vice President of Marketing, Beauty Prestige Group ~~supporting a $155 million growth in retail sales through strategic brand portfolio management, new brand integration,~~(from 2015 to 2016) and ~~multi-channel business development. During her tenure, in addition~~Vice President of Marketing, Beauty Prestige Group (from 2011 to managing their stable of licensed brands, Ms. Marchisotto also led the negotiation, integration and business development of the Hermès, Burberry and Ferragamo beauty brands. Ms. Marchisotto started her beauty career in marketing and sales roles2015) at ~~both Puig and LVMH.~~Shiseido Americas Corporation. ~~Ms. Marchisotto holds a~~Education • Masters of Professional Studies, Cosmetics and Fragrance Marketing and Management from the Fashion Institute of ~~Technology and a~~Technology. • B.B.A. in Marketing from Pace University’s Lubin School of Business.
~~Age: 42~~

Scott K. Milsten
senior vice president, general counsel, ~~corporate secretary~~ and chief people officer
Age: 50	Current Role • Mr. Milsten has served as our Senior Vice President, General Counsel, and Corporate Secretary since January 2014 and ~~in addition,~~ as our Chief People Officer since August 2016. ~~Previously, Mr. Milsten served as~~ Select Prior Experience • Senior Vice President, General Counsel, and Corporate Secretary at Schiff Nutrition (until its acquisition, NYSE: SHF) from July 2011 ~~until Schiff Nutrition’s sale~~ to ~~Reckitt Benckiser in~~ January ~~2013. Prior to that, Mr. Milsten~~2013 when it was acquired. • Senior Vice President, General Counsel, and Corporate Secretary of Celera Corporation, a ~~healthcare~~health-care diagnostics company (until its acquisition, NASDAQ: CRA), from August 2009 ~~until Celera’s sale~~ to ~~Quest Diagnostics Incorporated~~June 2011 when it was acquired. Education • B.A. in ~~June 2011. Mr. Milsten began his career practicing corporate law with the law firm of Latham & Watkins LLP.~~English from Duke University. ~~Mr. Milsten holds a~~• J.D. from University of Pennsylvania Law ~~School and a B.A. in English from Duke University.~~School.
~~Age: 49~~


* On March 20, 2019, we appointed Mandy Fields as our Senior Vice President and Chief Financial Officer, effective April 22, 2019. Ms. Field’s biography and qualifications are set forth in our Current Report on Form 8-K, filed with the SEC on March 21, 2019.
2020 Proxy Statement	32


•	we paid compensation to our directors ~~and executive officers in 2018. See under the headings “our board of directors—how our directors are paid” and “executive compensation”, respectively;~~ and executive officers in 2019T and FY 2020. See under the headings “our board of directors—how our directors are paid” and “executive compensation”; and



26intro	~~2019 Proxy Statement~~board	company	exec. comp.	equity plans	stockholders	audit	add’l. info	q&a	annexes



proposal 2:	advisory vote to approve compensation for our named executive officers
þ FOR	Our Board unanimously recommends a vote “FOR” the approval, on an advisory basis, of the compensation for our named executed officers. Our Board believes our executive compensation program aligns the interests of our executive officers with the long-term interests of our stockholders and, consistent with our pay-for-performance culture, rewards our executive officers when the Company achieves its short- and long-term strategic and financial goals.



proposal 3:	advisory vote on the frequency of the advisory vote on executive compensation
þ 1 YEAR	Our Board unanimously recommends a vote for “1 YEAR”, on an advisory basis, for the frequency of the advisory vote on executive compensation. Our Board believes an annual say-on-pay vote would enable our stockholders to provide us with input regarding the compensation of our named executive officers on a timely basis.



	•	executive summary, starting on page 38;

	•	named executive officers, starting on page 41;

	•	compensation philosophy, objectives, and design, starting on page 41;

	•	compensation setting process, starting on page 42;

	•	compensation program components, starting on page 44; and

	•	other compensation information, starting on page 52.




attract and retain talent		align with stockholders	pay-for-performance
Attract, motivate, and retain highly talented and experienced executive officers who drive our success.		Align our executive officers’ incentives with the long-term interests of our stockholders.	Reward our executive officers for their performance and motivate them to achieve the Company’s short- and long-term and financial strategic goals.

~~(1)~~	~~Mr. Bailey resigned as our President and Chief Financial Officer effective March 31, 2019.~~



ü		û
what we do		what we don’t do

ü	We believe in pay-for-performance. The majority of our executive officers’ pay is variable and at-risk, with the amount realized dependent upon the achievement of our short-and long-term objectives.	û	We don’t guarantee annual salary increases or minimum cash bonuses.

		û	We don’t modify our performance targets during the performance period.

ü	We provide a compensation mix heavily weighted towards equity to align the interests of our executive officers with the interests of our stockholders.	û	We don’t have pension plans or executive-only benefit or retirement plans.

		û	We don’t provide excise tax gross ups.

ü	Our annual cash incentives are based solely on financial performance.	û	We don’t provide excessive perquisites to our executive officers.

ü	We engage an independent compensation consultant to advise the Compensation Committee, which is comprised solely of independent and experienced directors.



role	responsibilities and other relevant information
Compensation Committee	•	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 determine the competitiveness of executive officer and non-employee director compensation programs.



role	responsibilities and other relevant information
	•	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.


Management	Chief Executive Officer

	•	Reviews and makes recommendations regarding the salary, short-term incentive compensation targets, and other compensation for our executive officers (other than himself).

	Chief People Officer

	•	Assists the Compensation Committee in fulfilling its responsibilities by providing advice on compensation best practices, information regarding attrition and retention at the Company, as well as information regarding employee sentiment on such matters and employee engagement.


Compensation consultants	•	The Compensation Committee has engaged Radford, an independent compensation consulting firm, to advise the Compensation Committee with respect to our overall executive compensation programs, including, among other matters, market comparisons, long-term incentive programs, targeted mix of compensation components, and characteristics of equity awards. Radford has been engaged by the Compensation Committee every year since 2016.

	•	Radford reports directly to the Compensation Committee and does not provide any non-compensation related services to the Company.

	•	Based on an assessment of the six independence factors established by the SEC, the Compensation Committee determined that the engagement of Radford does not raise any conflicts of interest or similar concerns.

	•	In addition, the Compensation Committee evaluated the independence of its other outside advisers, including outside legal counsel, considering the same independence factors and concluded their work for the Compensation Committee does not raise any conflicts of interest.



2019T and FY 2020 peer group
Benefitfocus	Lifetime Brands	Planet Fitness	The Habit Restaurants
Chuy’s	Movado Group	Ruth's Hospitality Group	Tilly’s
Etsy	Natural Health Trends	Shake Shack	WageWorks
Clarus	Nautilus	Shutterstock	ZAGG
Duluth	Nutrisystem	Stamps.com

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