e.l.f. Beauty, Inc.
Shareholder Annual Meeting in a DEF 14A on 07/16/2021   Download
SEC Document
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DEF 14A 1 proxystatement2021.htm DEF 14A Document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No.     )

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e.l.f. Beauty, Inc.
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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2021 PROXY STATEMENT
&
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS






August 26, 2021
8:30 a.m., Pacific time
Virtual Meeting



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TABLE OF CONTENTS
page
page
Letter from our Chairman and CEO
Compensation Philosophy, Objectives, and Design
Notice of Annual Meeting of Stockholders
Compensation Setting Process
Introduction
Compensation Program Components
Our Board of Directors
Other Compensation Information
Proposal 1: Election of Four Class II Directors
Compensation Committee Report
Nominees
Executive Compensation Tables
Continuing Directors
Summary Compensation Table
Our Board of Directors
Grants of Plan-Based Awards
Membership and Key Attributes
Outstanding Awards at Fiscal Year-End
The Role and Responsibilities of our Board
Stock Option Exercises and Stock Vested
How our Board is Organized
Additional Tables
How our Directors are Selected
Compensation Committee Interlocks and Insider Participation
How our Directors are Evaluated
Equity Compensation Plan Information
Meeting Attendance
Our Stockholders
How our Directors are Paid
Beneficial Ownership of Common Stock
How You can Communicate with our Board
Stockholder Engagement
Our Company
Stockholder Proposals
Our Executive Officers
Audit Matters
Our Team, Culture, and Values
Proposal 3: Ratification of Appointment of Independent Registered Public Accounting Firm
Certain Relationships and Related Party Transactions
Audit Fees and Services
Corporate Governance Materials
Pre-Approval Policy
Executive Compensation
Audit Committee Report
Proposal 2: Advisory Vote to Approve Compensation for our Named Executive Officers
Additional Information
Compensation Discussion and Analysis
Questions and Answers
Named Executive Officers
Annex A: GAAP to Non-GAAP Reconciliation Tables
Executive Summary
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2021 Proxy Statement


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2021 Proxy Statement
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LETTER FROM OUR CHAIRMAN AND CEO
Dear Fellow Stockholders,
FY 2021 was a year unlike any other, with the unprecedented events that took place across our country and communities. While our business results certainly stand out, these results were years in the making. We were strong entering the pandemic, and we leaned into our strengths—our digital engagement, core value proposition, and ability to adapt at “e.l.f. speed”—to continue to fuel our performance. We have now posted nine consecutive quarters of net sales growth.
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Tarang Amin
Chairman and CEO
e.l.f. Cosmetics was the only top five U.S. color cosmetics brand to post growth and gain share in FY 2021. Our FY 2021 results demonstrate that our business model and competitive advantages are robust, as we successfully navigated a challenging landscape and strengthened our market position.
Our mission to make the best of beauty accessible to every eye, lip and face is more important than ever. Since our founding, we’ve had a deep commitment to diversity and inclusion. As of March 31, 2021, we were one of only five public companies listed in the United States with a board of directors with over 55% women and over 20% Black or African American representation (out of nearly 4,000 public companies). We’re also proud that our employee base, which, as of March 31, 2021, was over 75% women, over 40% diverse, and over 60% Millennial and Gen Z, is representative of the diverse consumers we serve.
Looking ahead, we believe we’re still in the early stages of realizing the full potential of our business. In the year ahead, we plan to continue to focus on executing our five strategic imperatives:
1. Driving brand demand.
2. Major step-up in digital.
3. Delivering industry-leading innovation of prestige-quality products at extraordinary prices.
4. Driving productivity with our national retail partners.
5. Delivering cost savings to fuel brand investments.
We commend the hard work of our Board of Directors and our team, who rose to the occasion to navigate a challenging environment. As we continue to leverage our strengths, we believe we are well positioned to deliver growth to increase stockholder value and lead with purpose as we strive to make the best of beauty accessible for all.
We are pleased to invite you to attend our 2021 Annual Meeting of Stockholders. Your vote is important to us.
Thank you for your ongoing support of, and continued interest in, e.l.f. Beauty.
Sincerely,
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2021 Proxy Statement


E.L.F. BEAUTY, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

when
where
record date
August 26, 2021 at 8:30 a.m., Pacific time
Virtual Meeting
meetings.computershare.com/MW2Q9Z9
July 6, 2021
items of business
voting recommendation
1.“FOR” all of the nominees
2.
“FOR”
3.
“FOR”
4.Transact other business that may properly come before the annual meeting.
YOUR VOTE IS VERY IMPORTANT! Make your vote count. Please cast your vote as soon as possible, even if you plan to attend the 2021 annual meeting. For information about registering, attending, and voting at the 2021 annual meeting, please see under the heading “Additional Information—Important Information Regarding the Virtual Meeting” on page 78 of the proxy statement.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on August 26, 2021.
The Notice of Annual Meeting of Stockholders, Proxy Statement, and Annual Report on Form 10-K for the year ended March 31, 2021 are available at www.edocumentview.com/ELF.
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Vote by Internet
Vote by Phone
Vote by Mail*
Vote by Ballot
Access the website indicated on the Notice of Internet Availability of Proxy Materials, proxy card, or voting instruction form.
Call the number on the Notice of Internet Availability of Proxy Materials, proxy card, or voting instruction form.
Sign, date, and return the proxy card or voting instruction form in the postage-paid envelope.
*if you requested paper materials
Attend the 2021 annual meeting and vote your shares using the online ballot.
By Order of the Board of Directors,
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Scott Milsten
General Counsel and Corporate Secretary
Oakland, California
July 16, 2021
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INTRODUCTION
Our Company and Brands
e.l.f. Beauty, Inc. (NYSE: ELF) (“e.l.f. Beauty” or “we”) is a multi-brand beauty company that offers inclusive, accessible, cruelty-free cosmetics and skincare products. Our mission is to make the best of beauty accessible to every eye, lip and face.
We believe our ability to deliver 100% cruelty-free, premium-quality products at accessible prices with broad appeal differentiates us in the beauty industry. We believe the combination of our fundamental value equation, digitally-led strategy, as well as our world-class team’s ability to execute with speed, has positioned us well to navigate a rapidly changing landscape in beauty.
Our brands are:
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e.l.f. Cosmetics makes the best of beauty accessible to every eye, lip and face by offering high-quality, prestige-inspired cosmetics and skincare products at an extraordinary value, all formulated 100% vegan and cruelty-free.
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W3LL PEOPLE is a clean beauty pioneer, raising the standard for high-performance, plant-powered, cruelty-free cosmetics since 2008. W3LL PEOPLE’s product-line includes 35+ EWG VERIFIED™ products, a leading standard of “clean and healthy” in the beauty space.
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Keys Soulcare is a lifestyle beauty brand created with artist, producer, actress, and New York Times best-selling author Alicia Keys. With an inclusive point of view, an authentic voice and a line of skin-loving, dermatologist-developed, cruelty-free offerings, Keys Soulcare aims to bring new meaning to beauty by honoring ritual in our daily life and practicing intention in every action.
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Our brands are available online and in leading beauty, mass-market, and clean beauty specialty retailers. Our brands are positioned to touch diverse consumer cohorts at different price points. All three of our brands have accessible pricing relative to their competitive set and further our mission of making the best of beauty accessible to every eye, lip and face.
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Below is a chart of our brands and how we view them based on distribution and price point:
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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. At e.l.f. Beauty, we are committed to diversity, equity, and inclusion. We believe it is important that our team reflects the diverse consumers we serve. Our commitment to diversity, equity, and inclusion starts at the top with a highly skilled and diverse Board.
We are proud to be, as of March 31, 2021, one of only five public companies listed in the United States with a board of directors that has over 55% women and over 20% Black or African American representation (out of nearly 4,000 public companies). We’re also proud that our employee base is representative of the diverse consumers we serve.
9
Directors
220
Employees
56%
Women
33%
Diverse
77%
Women
63%
Millennial/Gen Z
42%
Diverse
1 of 5
Public Companies
with
>55%
Women on
Board of Directors
and
>20%
Black Representation
on Board of Directors
*Employment statistics represent our employees in the United States, United Kingdom, and Canada, where over 70% of our workforce is located.
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Strong, Independent, and Active Board
89%
independent

key qualification/experiencenumber of directorskey qualification/experiencenumber of directors
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Consumer Products
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7 out of 9
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Tech/Digital Media
lllllllll
6 out of 9
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Retail/Beauty
lllllllll
4 out of 9
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Operations
lllllllll
5 out of 9
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Financial/Accounting
lllllllll
4 out of 9
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Public Company Boards
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5 out of 9
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Corporate Governance
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9 out of 9
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Senior Leadership
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9 out of 9
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Brand/Marketing
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6 out of 9
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M&A/Transactions
lllllllll
5 out of 9
Our Board is actively engaged in overseeing the strategic direction of e.l.f. Beauty and is committed to acting in the best interests of e.l.f. Beauty and our stockholders. Our Board recognizes the importance of having the right mix of skills, 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 six years.
Highlights from FY 2021
$318 million
65%
$6.2 million
$61 million
FY 2021 net salesFY 2021 gross marginFY 2021 net income
FY 2021 Adjusted EBITDA (1)
12%
80 basis points
$0.12
while continuing to invest in marketing and digital
YoY net sales growthYoY gross margin growthearnings per share
5.7%
100 basis points
e.l.f. Cosmetics was the only top five color cosmetics brand to grow sales and market share.
#2
market share (2)
YoY market share growth
 favorite teen brand (3)
(1)
See Annex A for a reconciliation of net income to Adjusted EBITDA.
(2)
According to Nielsen xAOC 52 weeks ending March 27, 2021.
(3)
According to the Piper Sandler 41st Semi-Annual Taking Stock With Teens® Survey, Spring 2021. Up from #4 a year ago.
Strong Financial Results Despite COVID-19 Pandemic Headwinds
Our results for the fiscal year ended March 31, 2021 (“FY 2021”) demonstrate that our business model and competitive advantages are robust, as we strengthened our position in a challenging environment. We delivered 12% year-over-year net sales growth in FY 2021, greatly outpacing the U.S. color cosmetics category, which declined approximately 14% according to Nielsen. e.l.f. Cosmetics was the only top five U.S. color cosmetics brand to post growth and the only brand to gain share, with 5.7% of the category, up 100 basis points year-over-year.
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Continued Progress against Strategic Imperatives
In FY 2021, we continued our focus on executing our five strategic imperatives to create long-term value for our stockholders, highlights of which are discussed below:
Drive Brand Demand
We continued to find innovative ways to engage and entertain our community, moving far beyond traditional beauty boundaries. In music, we were the first beauty brand to create a holiday album, launch on Triller, and have four songs make the U.S. and Global Billboard’s Triller Top 20 list. In gaming, we were the first major beauty brand to launch a branded channel on Twitch.
We announced unexpected brand-on-brand partnerships with like-minded disruptors, including Chipotle. Our limited-edition product collaboration generated four billion press impressions and sold out in record time across multiple online channels.
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We increased our rank in Piper Sandler’s semi-annual teens survey from fourth favorite cosmetics brand last year to second this year, and just eight votes shy of the number one spot, reflecting our growing appeal with Gen Z.
Our brand-building efforts continued to win awards, including being named one of Beauty’s Most Powerful Brands, Newsmaker of the Year, and one of the Top 10 Marketers of the year, among many others.

Major Step-Up in Digital
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Digital consumption remained strong throughout FY 2021, up triple-digits year-over-year, with strength across elfcosmetics.com, retailer.coms, and Amazon.
Digital channels expanded to 17% of our net sales in FY 2021, up from 9% a year ago.
On elfcosmetics.com, approximately 75% of our shoppers in FY 2021 were new consumers.
e.l.f. Cosmetics’ Beauty Squad loyalty program grew to over 2.4 million members, up 40% year-over-year.

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Provide First-to-Mass Prestige-Quality Products
e.l.f. Cosmetics saw continued success in its core segments—brushes, primers, concealers, brows and sponges—which make up approximately half of our sales. e.l.f. Cosmetics has the number one or two position in all five core segments and continued to drive market share gains in each, according to Nielsen.
We continue to leverage our unique ability to create prestige-quality products at extraordinary prices. Two of our biggest product launches were Camo CC Cream and Lash it Loud mascara, which are helping to drive momentum in foundation and mascara (the two largest categories in color cosmetics).
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We fueled our momentum in the skincare category, which remains a major focus area across our brand portfolio. e.l.f. Cosmetics’ skincare consumption was up 22% in FY 2021 versus a category that was down 3%, according to Nielsen.

Drive National Retailer Productivity
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e.l.f. Cosmetics maintained its industry-leading productivity on a sales per foot basis at both Walmart and Target, our two largest customers. We also earned space expansion in FY 2021 with both Walmart and ULTA Beauty.
We achieved new milestones internationally, which made up approximately 11% of our net sales in FY 2021. e.l.f. Cosmetics now ranks number eight in mass cosmetics in the United Kingdom, up from number 12 last year, and was the only top 10 brand to post growth, according to Nielsen.
We celebrated a significant milestone on our sustainability journey—eliminating an estimated 650,000 pounds of packing since the inception of “Project Unicorn”.
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Deliver Cost Savings to Fuel Brand Investments
We delivered 80 basis points of gross margin expansion in FY 2021 against tariff related pressure and growing foreign exchange headwinds.
We successfully transferred all W3LL PEOPLE products to our China-based supply chain, unlocking significant cost of goods savings which we redeployed into more accessible pricing and greater brand investment.
We delivered $61 million in Adjusted EBITDA in FY 2021 while continuing to invest in marketing and digital.
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Executing on Strategic Extensions
FY 2021 marked our first full year operating W3LL PEOPLE, our plant-powered clean beauty brand. The key focus in FY 2021 was “recharging” W3LL PEOPLE, as we fundamentally transformed many aspects of the brand, including price points, imagery, website, social channels, media strategy, and the in-store experience. We expanded distribution for the brand, launching six of W3LL PEOPLE’s best-selling stock-keeping units (“SKUs”) in all ULTA Beauty stores as part of ULTA’s Conscious Beauty program, an initiative to provide consumers greater choices and transparency in clean beauty.
We also took an important step in our transformation to a multi-brand company with the launch of Keys Soulcare, our groundbreaking new lifestyle beauty brand with Alicia Keys. Keys Soulcare carves out a new category in beauty, called “soulcare”, which goes beyond skincare to care for the body, mind and spirit. The brand’s initial skincare collection included nine product offerings with dermatologist-developed clean formulas, skin-nourishing ingredients, and soul-nurturing rituals. Keys Soulcare is also accelerating our global retail strategy, launching in the United States with ULTA Beauty, in the United Kingdom with Cult Beauty, and in eight countries across Western Europe with Douglas.
Furthering our Environmental, Social and Governance Commitment and Initiatives
e.l.f. Beauty is led by its purpose—we stand with every eye, lip, face and paw—and we are committed to operating in a sustainable manner and being a responsible corporate citizen for the benefit of our consumers, our investors, our team, the environment, and the communities in which we live and work.
Consistent with our values and commitments, we took a number of steps in FY 2021 to further our environmental, social and governance (“ESG”) journey, including:
Enhanced ESG Policies and Disclosure. In FY 2021, we launched a new initiative to enhance our ESG policies and disclosures. These efforts were led by our Senior Vice President, General Counsel, and Chief People Officer and our Vice President of Investor Relations, with support from business leaders throughout the company. Members of this group meet on a monthly basis and report to our executive officers quarterly on the status and progress of the team’s initiatives. Early in our fiscal year ending March 31, 2022 (“FY 2022”), our
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management reviewed and updated various ESG policies and processes. Our ESG policies and processes can be found on the social impact page of our website at www.elfbeauty.com/social-impact.
Expanded ESG Oversight. Our Board expanded the scope of the Nominating and Corporate Governance Committee’s responsibility to include oversight of our ESG processes, policies, and performance, and making ESG-related recommendations to our Board. The Nominating and Corporate Governance Committee will receive regular updates from management on progress and strategy.
Improved Board Diversity. With the addition of Kenny Mitchell, we now have over 20% Black or African American representation on our Board. We are proud to be, as of March 31, 2021, one of only five public companies listed in the United States with a board of directors that has over 55% women and over 20% Black or African American representation (out of nearly 4,000 public companies). Our Board and the Nominating and Corporate Governance Committee will continue to consider diversity in all forms as it evaluates Board composition in the future.
Achieved Sustainability Milestone. We celebrated a significant milestone on our sustainability journey—eliminating an estimated 650,000 pounds of packaging waste since the inception of “Project Unicorn”. Project Unicorn was designed to elevate e.l.f. Cosmetics’ product assortment, presentation, and navigation on-shelf, and resulted in a significant streamlining in our packaging footprint. The elimination of packaging waste was achieved by removing secondary cartons, vacuum formed trays, and paper insert cards, and slimming down secondary packaging.
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OUR BOARD OF DIRECTORS
Proposal 1:Election of Four Class II Directors
þ
FOR ALL
Our Board unanimously recommends a vote “FOR” all of the nominees for Class II director.
Our Board believes we have the right directors to lead e.l.f. Beauty. Our nominees, who are all current members of our Board, have strong consumer products, retail, and marketing 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 four Class II directors, each for a three-year term—however, in order to evenly distribute our directors across all classes, Mr. Mitchell (if elected as a Class II director) will be reclassified by our Board as a Class I director immediately after election and serve a two-year term (rather than a three-year term).
What is the Required Vote?
The election of Class II directors will be determined by a plurality of the votes cast, meaning that the four nominees receiving the most “For” votes will be elected as Class II directors. “Withhold” votes and broker non-votes are not considered votes cast for this proposal and will have no effect on the election of Class II directors.
Who are the Nominees?
Our Board has nominated the following four individuals for election as Class II directors at the 2021 annual meeting. All of our nominees are current members of our Board.
levitan.jpgLauren Cooks Levitan
kmitchellheadshot.jpgKenny Mitchell
Chief Financial Officer of Faire Wholesale, Inc.
Director since 2016, Audit Committee member.
Chief Marketing Officer of Snap, Inc.
Director since 2020, Compensation Committee member.
parhama01.jpgRichelle Parham
wolforda01.jpgRichard Wolford
President of Global eCommerce and Business Development at Universal Music Group.
Director since 2018, Audit Committee member.
Retired; Former Chairman of the Board, Chief Executive Officer, and President of Del Monte Foods Company.
Director since 2014, Audit Committee chair.
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Each of the nominees has consented to being named as a nominee in this proxy statement and to serving as a Class II director (and with respect to Mr. Mitchell, to serving as a Class I director upon reclassification) if elected.
Ms. Cooks Levitan, Ms. Parham, and Mr. Wolford were previously elected to our Board by our stockholders in 2018. Mr. Mitchell was appointed to our Board in November 2020 to fill a vacancy on our Board created by an increase in the size of our Board; he is standing for election as a director by stockholders for the first time. Mr. Mitchell was recommended to our Board by Boardspan Inc., an independent director search firm engaged by the Nominating and Corporate Governance Committee.
If elected:
each of Ms. Cooks Levitan, Ms. Parham, and Mr. Wolford will serve until the 2024 annual meeting of stockholders and until his or her successor is duly elected and qualified, or until his or her earlier death, resignation, or removal; and
Mr. Mitchell, upon reclassification by our Board, will serve until the 2023 annual meeting of stockholders and until his successor is duly elected and qualified, or until his earlier death, resignation, or removal.
If for any reason any nominee is unable or declines to serve at the time of the 2021 annual meeting, the persons named as proxies in the proxy card will have the authority to vote for substitute nominees, or vote to allow the vacancy created thereby to remain open until filled by our Board. Our Board has no reason to believe that any of the nominees will be unable or decline to serve as a director if elected.
What are the Qualifications of the Nominees?
The following pages contain a brief biography of each nominee and description of the relevant experiences, qualifications, attributes, and 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 policies.
For additional information about our nominees, please visit investor.elfbeauty.com/corporate-governance/board-of-directors.

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Nominees
levitan.jpgLauren Cooks Levitan
Age:
55
Current Occupation and Select Prior Experience
Chief Financial Officer of Faire Wholesale, Inc., an online wholesale marketplace company, since September 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 of 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 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: Audit
Key qualifications:
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Retail/Beauty
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Financial/Accounting
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Corporate Governance
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Tech/Digital Media
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Operations
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Senior Leadership
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M&A/Transactions
We believe Ms. Cooks Levitan’s operational, financial and strategic experience across a variety of retail businesses provide her with the qualifications and skills to serve as a member of our Board.
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Nominees
kmitchellheadshot.jpgKenny Mitchell
Age:
45
Current Occupation and Select Prior Experience
Chief Marketing Officer of Snap, Inc., a camera and social media company, since June 2019.
Vice President, Brand Content and Engagement, at McDonald’s Corporation, a fast food company, from February 2018 to June 2019.
Head of Consumer Engagement at Gatorade (a division of PepsiCo, Inc., a global food and beverage company) from March 2015 to February 2018.
Other Affiliations/Experience/Information
Over 17 years of brand and marketing experience.
Member of the advisory board at The Tuck School of Business at Dartmouth.
Member of the board of the Sanford School.
Advisor to Overtime Elite, a professional basketball league for high schoolers.
Education
A.B. in Economics and Sociology from Dartmouth College.
M.B.A. from The Tuck School of Business at Dartmouth.
Independent
Director since: 2020
Term ends: 2021
Committees: Comp.
Key qualifications:
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Consumer Products
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Corporate Governance
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Brand/Marketing
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Tech/Digital Media
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Senior Leadership
We believe Mr. Mitchell’s extensive experience in building iconic brands and driving industry-leading performance through innovative, fully-integrated and award-winning marketing programs provide him with the qualifications and skills to serve as a member of our Board.

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Nominees
parhama01.jpgRichelle Parham
Age:
53
Current Occupation and Select Prior Experience
President of Global eCommerce and Business Development at Universal Music Group, a music publishing company, since June 2021.
Partner of WestRiver Group, an investment manager, from September 2019 to June 2021.
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:
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Consumer Products
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Financial/Accounting
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Corporate Governance
image108.jpg
Brand/Marketing
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Tech/Digital Media
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Public Company Boards
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Senior Leadership
We believe Ms. Parham’s executive experience and global strategy and marketing experience, as well as expertise in understanding consumers, provide her with the qualifications and skills to serve as a member of our Board.

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Nominees
wolforda01.jpgRichard Wolford
Age:
76
Current Occupation and Select Prior Experience
Interim President and Chief Executive Officer of Diamond Foods, Inc., a packaged food company, from February 2012 to May 2012.
Chief Executive Officer and President of Del Monte Foods Company, a food production and distribution company, from 1997 to 2011 when it was acquired.
Chief Executive Officer of HK Acquisition Corp., a food industry investment manager, from 1988 to 1996.
President of Dole Packaged Foods, a division of Dole Food Company, Inc., a multinational agricultural company, from 1982 to 1987.
Other Public Company Boards
Schiff Nutrition, Inc. (prior to acquisition, NYSE: SHF) from 2011 to 2013 when it was acquired.
Del Monte Foods Company (Chairman) (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 the boards of directors of numerous private companies.
Chairman of the board of directors of the Grocery Manufacturers Association (“GMA”), from 2010 to 2011, resigning upon the sale of Del Monte Foods Company, and Vice Chairman of GMA from 2008 to 2010.
Member of the board of directors of Consumer Goods Forum, a global association of consumer-packaged goods companies, retailers, and manufacturers, during tenure as Chairman of GMA.
Education
•    B.A. in Economics from Harvard University.
Independent
Director since: 2014
Term ends: 2021
Committees: Audit (Chair)
Key qualifications:
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Consumer Products
image98.jpg
Financial/Accounting
image82.jpg
Corporate Governance
image92.jpg
Operations
otherpubliccompanyboards.jpg
Public Company Boards
image70.jpg
Senior Leadership
image79.jpg
M&A/Transactions
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.
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Continuing Directors
image57.jpgTarang Amin Chairman
Age:
56
Current Occupation and Select Prior Experience
Chief Executive Officer of e.l.f. Beauty since January 2014, Chairman of the Board since August 2015, and President of e.l.f. Beauty 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:
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Consumer Products
image89.jpg
Retail/Beauty
image82.jpg
Corporate Governance
image108.jpg
Brand/Marketing
techdigitalmedia.jpg
Tech/Digital Media
image92.jpg
Operations
otherpubliccompanyboards.jpg
Public Company Boards
image70.jpg
Senior Leadership
image79.jpg
M&A/Transactions

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Continuing Directors
keith.jpgLori Keith
Age:52
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:
image98.jpg
Financial/Accounting
image82.jpg
Corporate Governance
image70.jpg
Senior Leadership
image79.jpg
M&A/Transactions

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Continuing Directors
image33.jpgKirk Perry
Age:
54
Current Occupation and Select Prior Experience
President and Chief Executive Officer of Information Resources, Inc. (“IRI”), a data analytics and market research company, since May 2021.
President, Global Client and Agency Solutions at Google LLC, a technology company, from December 2013 to May 2021.
President, Global Family Care at The Procter & Gamble Company, a multinational consumer goods company, from May 2011 to December 2013.
Other Public Company Boards
The J. M. Smucker Company (NYSE: SJM), a branded food products manufacturer (executive compensation committee).
Other Affiliations/Experience/Information
24 years of consumer products experience with Procter & Gamble.
Member of the board of directors of the Hillerich & Bradsby Co. (Louisville Slugger), a sporting goods manufacturer, from September 2013 to August 2017.
Member of the boards of directors of several non-profit organizations.
Education
B.B.A. in Marketing and Finance from the University of Cincinnati.
Independent
Director since: 2016
Term ends: 2023
Committees: Comp. (Chair)
Key qualifications:
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Consumer Products
image82.jpg
Corporate Governance
image108.jpg
Brand/Marketing
techdigitalmedia.jpg
Tech/Digital Media
image92.jpg
Operations
otherpubliccompanyboards.jpg
Public Company Boards
image70.jpg
Senior Leadership


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Continuing Directors
pritcharda01.jpgBeth Pritchard Lead Independent Director
Age:
74
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:
image34.jpg
Consumer Products
image89.jpg
Retail/Beauty
image82.jpg
Corporate Governance
image108.jpg
Brand/Marketing
image92.jpg
Operations
otherpubliccompanyboards.jpg
Public Company Boards
image70.jpg
Senior Leadership
image79.jpg
M&A/Transactions

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Continuing Directors
image50.jpgMaureen Watson
Age:
53
Current Occupation and Select Prior Experience
Chief Product Officer of Madison Reed, Inc., a hair care and color 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
Term ends: 2023
Committees: NomGov
Key qualifications:
image34.jpg
Consumer Products
image89.jpg
Retail/Beauty
image82.jpg
Corporate Governance
image108.jpg
Brand/Marketing
techdigitalmedia.jpg
Tech/Digital Media
image70.jpg
Senior Leadership
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Our Board
Membership and Key Attributes, Skills, and Experiences
committee memberships
nameindependentage
years
on board
auditcompnomgov
Tarang Amin—Chairman
567.4
Lori Keithü521.0Member
Lauren Cooks Levitanü554.9Member
Kenny Mitchellü450.7Member
Richelle Parhamü533.3Member
Kirk Perryü544.8Chair
Beth Pritchard—Lead Independent Director
ü743.7Chair
Maureen Watsonü535.9Member
Richard Wolfordü766.9Chair
Percentage/Average89%584.3
Our commitment to diversity, equity, and inclusion starts at the top with a highly skilled and diverse Board. We believe diversity on our Board is important because a variety of points of view improves the quality of dialogue, contributes to a more effective decision-making process, enhances overall culture, and ultimately increases our capacity for long-term growth. We are proud to be, as of March 31, 2021, one of only five public companies listed in the United States with a board of directors that has over 55% women and over 20% Black or African American representation (out of nearly 4,000 public companies).
89%
Independent
56%
Women
33%
Diverse
4.3 years
Average Tenure
58
Average Age
1 of 5
Public Companies
with
>55%
Women on
Board of Directors
and
>20%
Black Representation
on Board of Directors
Currently, 77% of our Board self-identifies as a member of a diverse gender, racial, ethnic, or underrepresented group. Our directors self-identify as follows:
percentage of directors
American Indian or Alaska Native— 
Asian11 %
Black or African American22 %
Native Hawaiian or Other Pacific Islander— 
Hispanic, Latinx or Spanish Origin— 
White67 %
Male44 %
Female56 %
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Our directors bring a broad set of skills and experiences to our Board. Listed below are certain skills and experiences that we consider important for our directors to possess in light of our current business.
nameconsumer productsretail/beautyfinancial/accountingcorporate governancebrand/marketing
tech/
digital media
operationspublic company boardssenior leadershipm&a/transactions
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image98.jpg
image82.jpg
image108.jpg
techdigitalmedia.jpg
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Tarang Aminüüüüüüüüü
Lori Keithüüüü
Lauren Cooks Levitanüüüüüüü
Kenny Mitchellüüüüü
Richelle Parhamüüüüüüü
Kirk Perryüüüüüüü
Beth Pritchardüüüüüüüü
Maureen Watsonüüüüüü
Richard Wolfordüüüüüüü
78%44%44%100%67%67%56%56%100%56%
Director Independence
All of our directors, except Mr. Amin, are independent under NYSE listing standards, making our Board 89% independent.
Our Board has determined that Ms. Keith, Ms. Cooks Levitan, Mr. Mitchell, Ms. Parham, Mr. Perry, Ms. Pritchard, Ms. Watson, and Mr. Wolford each qualifies as an independent director under NYSE listing standards. Mr. Amin is not considered independent because he is the Chief Executive Officer of e.l.f. Beauty.
NYSE’s independent director definition includes a series of objective tests, including that the director is not, and has not been within the last three years, one of our employees and that neither the director nor any of his or her family members has engaged in various types of business dealings with us. In addition, as required by NYSE listing standards, our Board has made an affirmative determination as to each independent director that he or she has no material relationship with e.l.f. Beauty (either directly or as a partner, stockholder, or officer of an organization that has a relationship with us). In making these determinations, our Board considered ownership of our common stock by each director and reviewed and discussed information provided by each director with regard to that director’s business and personal activities and relationships as they may relate to e.l.f. Beauty 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 our stockholders’ interests and is responsible for furthering the long-term success and value of e.l.f. Beauty, consistent with our Board’s fiduciary duties to our stockholders. Our Board has responsibility for establishing broad corporate policies, setting strategic direction, and overseeing management, which is responsible for the day-to-day operations of e.l.f. Beauty.
In fulfilling this role, each director must exercise his or her good faith business judgment in the best interests of e.l.f. Beauty and our stockholders. We are committed to conducting our business in accordance with ethical business principles.
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Integrity and ethical behavior are core values of e.l.f. Beauty. Our Board provides the best example of these values and will reinforce their importance at appropriate times.
Our Board oversees the risk management process, while management oversees and manages risk on a daily basis. Our executive team provides regular reports to our Board on areas of material risk to e.l.f. Beauty, including operational, financial, legal, regulatory, and strategic risks. In addition, as part of its review of operational risk, our Board reviews cybersecurity risks facing e.l.f. Beauty, including the potential for breaches of our key information technology systems and the potential for breaches of our systems and processes relating to the protection of consumer and employee confidential information.
While our Board is ultimately responsible for risk oversight, each of our Board committees assists in fulfilling these oversight responsibilities. Their specific areas of responsibility are:
Audit Committee. The Audit Committee oversees management of risks relating to financial and internal controls. The Audit Committee also aids in the review of cybersecurity risks facing e.l.f. Beauty.
Compensation Committee. The Compensation Committee oversees the management of risks relating to the compensation of executive officers and employees.
Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee oversees the management of risks related to the effectiveness of our Board, including succession planning for our Board, our overall governance and structure, and ESG matters.
To facilitate our Board’s oversight of our risk management process, the chair of each committee reports (or delegates to another committee member or to our General Counsel to report) on its activities to our full Board, which enables our Board and its committees to coordinate the risk oversight role and keep informed of any developments impacting our risk profile.
How Our Board is Organized
Our Board currently consists of nine directors, with three classes of directors designated as Class I, Class II, and Class III. Each class of directors serves a staggered three-year term. At each annual meeting of stockholders, directors of the class whose term is expiring are elected for a term of three years. Our directors are currently classified as follows:
class Iterm endsclass IIterm endsclass IIIterm ends
Kirk Perry2023Lauren Cooks Levitan2021Tarang Amin2022
Maureen Watson2023
Kenny Mitchell (1)
2021Lori Keith2022
Richelle Parham2021Beth Pritchard2022
Richard Wolford2021
(1)If elected to the Board at the 2021 annual meeting, Mr. Mitchell will be reclassified by our Board as a Class I director (and serve a two-year term rather than a three-year term) in order for the directors to be evenly distributed across the three classes. The imbalance in the classes was created by the appointment of Mr. Mitchell as a Class II director in November 2020 and the resignation of Sabrina Simmons, a Class I director, effective May 31, 2021.
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Board Leadership
nameposition
Tarang AminChairman
Kirk PerryChair of the Compensation Committee
Beth PritchardLead Independent Director and Chair of the Nominating and Corporate Governance Committee
Richard WolfordChair of the Audit Committee
Our governance framework provides our Board with the discretion and flexibility to make determinations as needed to provide appropriate leadership for our Board. In making these determinations, our Board considers many factors, including the specific needs of the business and what is in the best interests of e.l.f. Beauty and our stockholders.
Our Board believes that our current Board leadership structure provides an effective balance between strong management leadership and appropriate safeguards and oversight by our independent directors.
Our Board encourages all directors to play an active role in overseeing our business. The non-management directors meet in executive session without management directors or management present on a regularly scheduled basis. These meetings allow non-management directors to discuss issues of importance to e.l.f. Beauty, including the business and affairs of e.l.f. Beauty as well as matters concerning management, without any member of management present.
Chairman. Mr. Amin, our Chief Executive Officer, currently serves as our Chairman. Our Board believes that having Mr. Amin serve as Chairman and Chief Executive Officer is important to our short- and long-term success as it provides certain synergies and efficiencies that enhance the functioning of our Board and, importantly, allows our Board to most effectively execute its role in overseeing business strategy.
As the director closest to our business, Mr. Amin is best able to identify many of the business issues that require the attention of our Board and, as Chairman, can best focus our directors’ attention on the most critical business matters. Further, in our Board’s experience, having Mr. Amin serve as both Chairman and Chief Executive Officer allows for timely and unfiltered communication with our Board on these critical business issues.
Lead Independent Director. When the roles of Chair of our Board and Chief Executive Officer are combined or the Chair is not an independent director (as defined under the NYSE listing standards), our independent directors appoint an independent director to serve as the Lead Independent Director. Ms. Pritchard currently serves as our Lead Independent Director.
Our Board believes that having a Lead Independent Director helps to ensure sufficient independence in Board leadership and provide effective independent functioning of our Board in its oversight and governance responsibilities. The Lead Independent Director performs the functions and duties provided in our Lead Independent Director Guidelines and as otherwise may be requested by our Board. Our Lead Independent Director Guidelines are periodically reviewed and updated by our Board and the Nominating and Corporate Governance Committee. A copy of our Lead Independent Director Guidelines is available on our investor relations website at investor.elfbeauty.com/corporate-governance/governance-guidelines.
Committee Chairs. Each of the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee is led by a chair that is an independent director.
Below is a summary of the key responsibilities of our Board leadership positions:
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rolekey responsibilities
Chairman
Presides over meetings of our Board.
Sets the agendas and schedules for Board meetings in consultation with our Lead Independent Director.
Consults and advises our Board and its committees on the business and affairs of e.l.f. Beauty.
Performs such other duties as may be assigned by our Board.
Chief Executive Officer
In charge of the daily affairs of e.l.f. Beauty, subject to the overall direction and supervision of our Board and its committees and subject to such powers as reserved by our Board.
Lead Independent Director
Together with the Chairman and management, develops and approves Board meeting agendas and meeting schedules.
Provides to our Board supplemental materials or information as advisable.
Presides at executive sessions of the independent directors.
Facilitates discussion and open dialogue among the independent directors.
Serves as a liaison between the Chairman and management and the independent directors.
Communicates to the Chairman and management, as appropriate, any decisions reached, suggestions, views or concerns expressed by independent directors.
In appropriate circumstances and in conjunction with our Board, makes himself or herself available for consultation and communication with our major stockholders.
Provides the Chairman with feedback and counsel concerning the Chairman’s interactions with our Board.
Performs such functions and duties set forth in the Lead Independent Director Guidelines.
Committee Chairs
Preside over committee meetings.
Set the agenda and schedules for committee meetings.
Regularly report to the full Board on committee activities.
Board Committees
Our Board currently has three standing committees: the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee. The primary responsibilities (and other details) of each committee are
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described below. These committees play a critical role in our governance and strategy, and each committee has access to management and the authority to retain independent advisers as it deems appropriate.
Each committee operates pursuant to a written charter, which are available on our investor relations website at investor.elfbeauty.com/corporate-governance/board-committees. Each committee reviews and assesses its charter at least annually and recommends changes to our Board to reflect the evolving role of the committee.
Audit Committee
Current members:
Independent (1):
lll
3 out of 3
Four meetings held in FY 2021.
Richard Wolford (Chair)
Lauren Cooks Levitan (2)
Financially Literate (3):
lll
3 out of 3
Richelle Parham
The Audit Committee Report is on page 76.
(1)Each member of the Audit Committee meets the independence requirements of SEC regulations and NYSE listing standards.
(2)Designated as an “audit committee financial expert” by our Board within the meaning of Securities and Exchange Commission (“SEC”) regulations.
(3)Per NYSE’s financial literacy requirements.
Primary responsibilities:
Appoints, compensates, retains, and oversees the work of our independent auditors.
Oversees and evaluates the scope of the external and internal audit reviews and results.
Assesses the qualification and independence of our independent auditors.
Reviews and discusses with management our periodic reports and earnings releases.
Oversees and reviews our financial and accounting controls and processes.
As appropriate, initiates inquiries into aspects of our internal accounting controls and financial affairs.
Compensation Committee
Current members:
Independent (1):
ll
2 out of 2
Five meetings held in FY 2021.
Kirk Perry (Chair)
Kenny Mitchell
(1)
Each member of the Compensation Committee meets the independence requirements of SEC regulations, the regulations of the Internal Revenue Code of 1986 (the “Internal Revenue Code”), and NYSE listing standards.
Primary responsibilities:
Reviews and sets the compensation of our executive officers.
Reviews and makes recommendations to our Board regarding compensation for our directors.
Reviews and approves all employment, severance, and change in control arrangements with our executive officers.
Reviews and approves our incentive-compensation and equity-based compensation plans.
The Compensation Committee has the authority to retain consultants and advisers as it may deem appropriate in its sole discretion and has the sole authority to approve related fees and other engagement terms.
For additional information regarding the Compensation Committee, see under the heading “Executive Compensation—Compensation Discussion and Analysis—Compensation Setting Process”.
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Nominating and Corporate Governance Committee
Current members:
Independent (1):
lll
3 out of 3
Three meetings held in FY 2021.
Beth Pritchard (Chair)
Lori Keith
Maureen Watson
(1)Each member of the Nominating and Corporate Governance Committee meets the independence requirements of NYSE listing standards.
Primary responsibilities:
Oversees our corporate governance policies and ESG program and policies.
Makes recommendations regarding candidates for our Board and Board committees.
Oversees the evaluation of our Board.
Makes recommendations regarding governance matters.
How our Directors are Selected
Sources for Candidatesè
è
è
In Depth Review by
Nominating and Corporate Governance Committee
è
è
è
Nomination/Appointment/Election
Directors
Management
Stockholders
Search firms
Candidate qualifications
Current Board composition
Independence and potential conflicts
Diversity
Recommend slate of nominees
êêê
Full Board review and approval
êêê
Nomination/appointment/election
Director Suggestions from our Board
The Nominating and Corporate Governance Committee is responsible for reviewing with our full Board, on an annual basis, the appropriate characteristics, skills, and experience required for our Board as a whole and the individual directors. In evaluating the suitability of individual candidates for our Board (both new candidates and current directors), the Nominating and Corporate Governance Committee and our Board consider many factors, including the following:
personal and professional integrity
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
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
Our Board evaluates each individual in the context of our Board as a whole, with the objective of assembling a group of directors that can best maximize the success of our business and represent our stockholders’ interests through the exercise of sound judgment using its depth in these various areas.
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While our Board does not have a specific diversity policy regarding Board composition, our Board is committed to diversity, equity, and inclusion and the Nominating and Corporate Governance Committee considers diversity in all forms as it evaluates Board composition and potential new directors. In addition, the Nominating and Corporate Governance Committee also considers potential candidates’ experience in attracting, developing, and retaining qualified personnel and fostering a corporate culture that reflects our values and encourages diversity, equity, and inclusion.
In November 2020, Boardspan Inc., an independent director search firm engaged by the Nominating and Corporate Governance Committee, completed its efforts in supporting the successful recruitment of Mr. Mitchell to our Board.
Director Suggestions from our Stockholders
In addition to candidates identified through its own internal processes, the Nominating and Corporate Governance Committee will evaluate candidates for director that are suggested by any stockholder.
In order for the Nominating and Corporate Governance Committee to consider a stockholder suggestion, the stockholder must submit proof of e.l.f. Beauty stock ownership and submit an explanation of the reasons why the stockholder believes the candidate is qualified for service on our Board. To fully evaluate the candidate, the Nominating and Corporate Governance Committee may request the stockholder provide additional information regarding the suggested candidate.
The Nominating and Corporate Governance Committee evaluates candidates suggested by stockholders using the same principles and methodologies as it uses to evaluate other candidates (including candidates identified by our Board or our executive team).
There is no set deadline or timing for a stockholder to suggest a candidate for our Board. Stockholder suggestions for nominees for director should be submitted in writing to:
e.l.f. Beauty, Inc.
ATTN: Corporate Secretary
570 10th Street
Oakland, California 94607
The procedures described above are meant to establish an additional means by which stockholders can contribute to our process for identifying and evaluating candidates for our Board and are not meant to replace or limit stockholders’ general nomination rights, as discussed below, in any way.
Stockholder Director Nomination Right
Any stockholder may nominate a candidate or candidates for election to our Board at an annual meeting of stockholders if the stockholder complies with the advance notice, information, and consent provisions contained in our bylaws, which are briefly described below.
To nominate a candidate, a stockholder must submit a detailed resume of the candidate and an explanation of the reasons why the stockholder believes the candidate is qualified to serve on our Board. The stockholder must also provide other information about the candidate that would be required by the SEC rules to be included in a proxy statement.
In addition, the stockholder must include the consent of the candidate with respect to the candidate’s nomination and commitment to serve if elected, and describe any relationships, arrangements or undertakings between the stockholder and
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the candidate regarding the nomination or otherwise. The stockholder must also submit a director questionnaire and an agreement completed by each candidate (forms of which must be requested from us), and the stockholder must provide any other information required by our bylaws. The stockholder must also submit proof of ownership of our common stock.
If a stockholder wishes to nominate one or more persons for election to our Board at the 2022 annual meeting of stockholders, we must receive notice of the nomination between April 28, 2022 and May 28, 2022 according to our bylaws. However, if the date of the 2022 annual meeting of stockholders is more than 30 days before or more than 60 days after August 26, 2022, notice must be received not later than the 90th day prior to the date of the 2022 annual meeting of stockholders or, if later, the 10th day following the day on which public disclosure of the date of the 2022 annual meeting of 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
We did not receive notice of any director nominations from our stockholders for the 2021 annual meeting.
How our Directors are Evaluated
Our Board is committed to continual corporate governance improvement. Our Board, and each committee, conducts an annual self-evaluation to review and assess its overall effectiveness, including with respect to strategic oversight, board structure and operation, interaction with and evaluation of management, governance policies, and committee structure and composition. As appropriate, these assessments may result in updates or changes to our practices as well as commitments to continue existing practices that our directors believe contribute positively to the effective functioning of our Board and committees.
Meeting Attendance
Our Board meets at least quarterly each year and special meetings may be held as permitted by our bylaws. Committee meetings are held at such times as the committee may determine, with the goal of meeting at least quarterly each year. Directors are expected to attend and participate in Board meetings and applicable committee meetings, and spend the time needed and meet as frequently as necessary to properly discharge their responsibilities.
During FY 2021 our Board held 10 meetings. Each director, for the portion of FY 2021 that the director was a member of our Board or a particular committee, as applicable, attended at least 75% of the aggregate of the total number of meetings of our Board held during FY 2021 and the total number of meetings held during FY 2021 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 directors are encouraged to attend the annual meeting of stockholders. Each director that was on our Board on the date of the 2020 annual meeting of stockholders attended the 2020 annual meeting of stockholders.
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How our Directors are Paid
Non-Employee Director Compensation Program
We compensate our non-employee directors for their service on our Board in accordance with our Non-Employee Director Compensation Program. We also reimburse all directors for their reasonable business expenses incurred in connection with their activities as directors.
Our Non-Employee Director Compensation Program in effect for FY 2021 provided for the following compensation to our non-employee directors:
retainer
cash (1)
stock award (2)
total
Annual Retainer$45,000$140,000$185,000
Lead Independent Director Retainer$20,000$20,000
Audit Committee Chairperson Retainer$15,000$15,000
Audit Committee Member Retainer$7,500$7,500
Compensation Committee Chairperson Retainer$10,000$10,000
Compensation Committee Member Retainer$5,000$5,000
Nominating and Corporate Governance Committee Chairperson Retainer$6,000$6,000
Nominating and Corporate Governance Committee Member Retainer$3,000$3,000
(1)The cash portion is paid on a quarterly basis, based on a “Board term” (which runs from annual meeting of stockholders to annual meeting of stockholders). If a director does not serve as a non-employee director for the entire quarter, the cash portion of the retainer will be pro-rated based on the portion of the quarter that director served as a non-employee director. Prior to January 1 of any year, a non-employee director may elect to receive all of his or her cash retainers for the following year in the form of time-vesting restricted stock units (“RSUs”), which are granted on the date of the annual meeting of stockholders and vest on the same schedule as the RSU portion of the annual retainer as described in footnote 2.
(2)Payable in time-vesting RSUs. The actual number of RSUs granted to a non-employee director is calculated by dividing the dollar amount of the award by the closing trading price of our common stock on the date of grant. The dollar amount of the award is pro-rated for new non-employee directors. The RSU portion of the annual retainer is granted on the date of each annual meeting of stockholders, or for new non-employee directors, on the date of appointment, and vests in full on the earlier of (i) the first anniversary of the grant date or (ii) immediately prior to the next annual meeting of stockholders after the grant date, subject to the director continuing to serve as a non-employee director through the vesting date. All RSUs granted to our non-employee directors pursuant to the Non-Employee Director Compensation Program vest fully immediately prior to the occurrence of a change in control (as defined in our 2016 Equity Incentive Award Plan).
Director Compensation Table
The following table shows the compensation earned by or paid to our non-employee directors for their service in FY 2021. All dollar amounts are rounded to the nearest whole dollar amount.
namefees earned or paid in cash
stock awards (1) (6)
total
Lori Keith (2)
$36,103 $161,841 $197,944 
Lauren Cooks Levitan $50,000 $139,988 $189,988 
Kenny Mitchell (3)
$17,414 $108,926 $126,340 
Richelle Parham$52,500 $139,988 $192,488 
Kirk Perry (4)
$69,466 $139,998 $209,464 
Beth Pritchard$71,000 $139,988 $210,988 
Sabrina Simmons (5)
$60,000 $139,988 $199,988 
Maureen Watson (4)
$60,000 $139,993 $199,993 
Richard Wolford (4)
$65,625 $139,988 $205,613 
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(1)Represents the grant date fair value of annual RSUs granted to the director, calculated in accordance with FASB ASC Topic 718 for stock-based compensation transactions, disregarding the effects of estimated forfeitures. For a discussion of the valuation of these awards, see Notes to Consolidated Financial Statements at Note 14 in the 2021 Annual Report. These amounts do not reflect the amount the director has actually realized or will realize from the awards upon the vesting of the granted RSUs, or the sale of the shares underlying the granted RSUs.
(2)Ms. Keith was appointed to our Board on July 2, 2020 and, as such, received a pro-rated equity award for the FY 2020 Board term (measured as the date of the 2019 annual meeting to date of the 2020 annual meeting) in addition to her equity award for the FY 2021 Board term (measured as the date of the 2020 annual meeting to the date of the 2021 annual meeting).
(3)Mr. Mitchell was appointed to our Board on November 12, 2020, and, as such, received a pro-rated equity award for the FY 2021 Board term.
(4)Elected to receive RSUs in lieu of cash for the FY 2021 Board term. The RSUs received in lieu of cash for the FY 2021 Board term were granted on August 27, 2020 (the date of the 2020 annual meeting). The grant date fair value of such RSUs, calculated in accordance with FASB ASC Topic 718 for stock-based compensation transactions based on the assumptions described in footnote 1, is included in the “fees earned or paid in cash” column. $716 of the amount shown for Mr. Perry in the “fees earned or paid in cash” column represents the incremental compensation paid to Mr. Perry in cash as a result of his promotion to the chair of the Compensation Committee during the FY 2020 Board term. $13,750 of the amount shown for Mr. Perry in the “fees earned or paid in cash” column, $12,000 of the amount shown for Ms. Watson in the “fees earned or paid in cash” column, and $13,125 of the amount shown for Mr. Wolford in the “fees earned or paid in cash” column represents cash paid to such director during the additional “stub” quarter between the date of the one year anniversary of the 2019 annual meeting (May 21, 2020) and the 2020 annual meeting (August 27, 2020) created by the change in our fiscal year end in 2018.
(5)Ms. Simmons resigned from our Board effective May 31, 2021 and, as such, forfeited her entire equity award for the FY 2021 Board term on her resignation effective date.
(6)The following table shows the number of unexercised stock options and RSUs held by our non-employee directors as of March 31, 2021.
nameunexercised
stock options
RSUs (*)
Lori Keith— 7,474 
Lauren Cooks Levitan34,500 7,474 
Kenny Mitchell— 4,967 
Richelle Parham— 7,474 
Kirk Perry27,600 10,411 
Beth Pritchard— 7,474 
Maureen Watson34,500 10,037 
Richard Wolford34,500 10,277 
(*)
100% of the RSUs will vest on the date of the 2021 annual meeting, subject to the director’s continued service through such date.
How You can Communicate with our Board
e.l.f. Beauty and our Board welcome open communication with stockholders and appreciate input that advances our goal of enhancing stockholder value. We engage regularly with our stockholders and encourage anyone, including our stockholders, to contact our Board or individual directors about corporate governance or matters related to our Board or e.l.f. Beauty. Individuals may send written communications to our Board, committees of our Board, or individual directors by mailing those communications to our Corporate Secretary at:
e.l.f. Beauty, Inc.
ATTN: Corporate Secretary
570 10th Street
Oakland, California 94607
Depending on the subject matter, our Corporate Secretary will:
forward the communication to the director or directors to whom it is addressed;
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attempt to handle the inquiry directly, for example when the request is for information about e.l.f. Beauty or is a stock-related matter; or
not forward the communication if it is primarily commercial in nature or if it relates to an improper or irrelevant topic.
At each Board meeting, a member of management presents a summary of all communications received since the last meeting that were not forwarded to our Board or the director or directors to whom they were addressed. A member of management also makes those communications available to our Board upon request.
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OUR COMPANY
Our Executive Officers
The following is a list of our executive officers and their respective ages, positions, and brief biographies as of the date of this proxy statement.
image57.jpgTarang Amin Chief Executive Officer and President
Age: 56
Current Role
Mr. Amin has served as our Chief Executive Officer since January 2014 and as our President since March 2019.
More Information
For more information about Mr. Amin, see under the heading “Our Board of Directors—Continuing Directors”.
barucha01.jpgRich 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.
Select Prior Experience
Senior Vice President and Chief Commercial Officer at Schiff Nutrition (until its acquisition, NYSE: SHF) from July 2012 to January 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, from December 2010 to June 2012.
Over 10 years sales leadership experience with The Clorox Company.
Education
B.A. in English from University of Pennsylvania.
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fieldsa01.jpgMandy Fields Senior Vice President and Chief Financial Officer
Age: 40
Current Role
Ms. Fields has served as our Senior Vice President and Chief Financial Officer since April 2019.
Select Prior Experience
Chief Financial Officer of BevMo!, a retailer of alcoholic beverages, from June 2016 to March 2019.
Vice President of Finance and Analytics at Albertsons Companies, a grocery company, from July 2015 to June 2016.
Education
B.S. in Finance from Indiana University of Bloomington’s Kelley School of Business.
franks.jpgJosh Franks Senior Vice President, Operations
Age: 43
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.
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marchisottoa01.jpgKory Marchisotto Senior Vice President and Chief Marketing Officer
Age: 45
Current Role
Ms. Marchisotto has served as our Senior Vice President and Chief Marketing Officer since February 2019.
Select Prior Experience
Senior Vice President, Marketing for bareMinerals, a brand of Shiseido Americas Corporation (TYO: 4911), a global beauty company, from 2016 to 2018.
Senior Vice President of Marketing, Beauty Prestige Group (from 2015 to 2016) and Vice President of Marketing, Beauty Prestige Group (from 2011 to 2015) at Shiseido Americas Corporation.
Education
Masters of Professional Studies, Cosmetics and Fragrance Marketing and Management from the Fashion Institute of Technology.
B.B.A. in Marketing from Pace University’s Lubin School of Business.
milstena01.jpgScott Milsten Senior Vice President, General Counsel, Chief People Officer, and Corp. Sec.
Age: 51
Current Role
Mr. Milsten has served as our Senior Vice President, General Counsel, and Corporate Secretary since January 2014 and as our Chief People Officer since August 2016.
Select Prior Experience
Senior Vice President, General Counsel, and Corporate Secretary at Schiff Nutrition (until its acquisition, NYSE: SHF) from July 2011 to January 2013 when it was acquired.
Senior Vice President, General Counsel, and Corporate Secretary of Celera Corporation, a health-care diagnostics company (until its acquisition, NASDAQ: CRA), from August 2009 to June 2011 when it was acquired.
Education
B.A. in English from Duke University.
J.D. from University of Pennsylvania Law School.

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Our Team, Culture, and Values
e.l.f. Beauty is led by its purpose—we stand with every eye, lip, face and paw. We celebrate the unique beauty, voice and value of every eye, lip, and face. We’re committed to creating a culture internally, and in the world around us, where all individuals are encouraged to express their truest selves, are empowered to succeed and where we do the right thing for people, the planet and our furry friends.
Encourage Self Expression
Empower Others
Embody Our Ethics
We celebrate diversity and make the best of beauty accessible.
We provide equal opportunities for growth and success.
We do the right thing for all people, the planet and our furry friends.
As a company, our shared value system is what connects us and guides our decisions:
Delight our consumer. Our consumers inspire and inform us. They are the reason we are here and at the heart of everything we do.
Work together to win. We treat each other with respect and leverage each other’s strengths. We are open, honest and direct in the spirit of helping the team succeed.
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Do the right thing. In our actions and words, we lead with honesty and integrity. We don’t take shortcuts.
Execute with speed and quality. Consumers know us by what they see, touch and experience. Execution matters and we are passionate about doing things well and with speed.
Encourage Self Expression: Promoting a Culture of Diversity, Equity, and Inclusion
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Our commitment to diversity, equity, and inclusion is infinite. We believe in a world where everyone can own their beauty, without compromise.
Our mission is to make the best of beauty accessible to every eye, lip and face and we believe it is important that our team reflects the diverse consumers we serve.
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We promote diversity, equity, and inclusion at all levels of our workforce and are committed to ensuring that appropriate levels of diversity—including, but not limited to, gender, race, sexual orientation, national origin, ability, and age—are represented across our entire team. Our senior leadership team takes ownership of, and responsibility for, our diversity, equity and inclusion initiatives and programs.
Our commitment to diversity, equity, and inclusion starts at the top with a highly skilled and diverse Board. As of March 31, 2021, we were one of only five public companies listed in the United States with a board of directors that has over 55% women and over 20% Black or African American representation (out of nearly 4,000 public companies). We’re also proud that our employee base, which, as of March 31, 2021, was over 75% women, over 40% diverse, and over 60% Millennial and Gen Z, is representative of the diverse consumers we serve. We are committed to increasing the representation of women and visible minorities in our workforce.
The following table provides certain statistics of our Board and our team as of March 31, 2021. For information about our Board diversity, age, tenure, and skills, see under the heading “Our Board of Directors—About our Board”.
board of directors
senior leadership (1)
all employees (2)
Gender
Female56 %43 %77 %
Male44 %57 %23 %
Age
Millennial and Gen Z— — 63 %
All other100 %100 %37 %
Race/Ethnicity
Black or African American22 %14 %%
Hispanic or Latinx— — 14 %
Asian11 %29 %15 %
Native American— — %
Two or more races— — %
White67 %57 %58 %
(1)Includes all executive officers and our Vice President, General Manager of our China Operations.
(2)
Includes our employees in the United States, United Kingdom, and Canada, where over 70% of our workforce is located.
We believe that to drive change, there must be continuous education, learning, and sharing. We are committed to providing diversity, equity, and inclusion programs and initiatives that go beyond what is legally required of our company. We require all employees to participate in unconscious bias training, so that we might learn how to recognize potential bias in our thoughts and actions. We host open forums with our senior leadership to share and encourage uncomfortable conversations. Additionally, we regularly host education events for our employees to lean into cultural moments such as Black History Month; International Women’s Month; Asian American and Pacific Islander (“AAPI”) Heritage Month; Lesbian, Gay, Bisexual, Transgender and Queer (“LGBTQ”) Pride Month; and LatinX Heritage Month.
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Empower Others: Supporting the Full Potential of our Employees
Employee Pay and Benefits
Our talented employees are at the core of our business strategy. We place a high priority on attracting, recruiting, developing, and retaining diverse global talent. Our benefits and programs are designed to support the total well-being and promote the full potential of our employees.
With regards to compensation, we take a “one-team” approach—every employee receives a base salary, every employee is eligible under a single bonus plan (which is tied solely to our financial performance and does not include a personal performance component), and every employee receives an equity award in e.l.f. Beauty stock. We believe this approach—which applies across all employee levels and geographies—is unique in the beauty industry and contributes to our success in hiring and retaining top talent and driving business results.
In the United States, where over 70% of our workforce is located, benefits for our full-time employees include:
financial benefits, including competitive compensation, a portion of which is tied to our performance and aligned with the interests of our stockholders, as well as retirement savings plans and commuter benefits;
healthcare benefits including flexible spending accounts, disability and life insurance;
family support and flexibility benefits including up to 20 weeks of parental leave for the birth or adoption of a child as well as the placement of a foster child, as well as fertility and adoption support;
wellness and time off programs including an employee assistance program, access to wellness coaches and paid time off;
community impact programs including volunteer time off and donation matching programs;
education and career development programs including high performance teamwork coaching, as well as ongoing learning and training opportunities; and
other benefits, such as “Pawternity Leave” for the adoption of a shelter animal.
Outside of the United States, we provide similarly competitive benefit packages to those provided to our United States employees but tailored to market-specific practices.
Employee Satisfaction
We measure our employee satisfaction and identify opportunities for improvement through employee engagement surveys.
In April 2021, we conducted a new benchmarked engagement survey of our employees. All of our global employees were offered an opportunity to participate and 77% of our employees submitted a response. The responses returned an overall favorable employee engagement score of 88%—17 percentage points above the industry benchmark.
The survey was conducted through a platform service delivered by Culture Amp and the responses were analyzed against Culture Amp’s Consumer Goods & Services 2020 Benchmark, which includes survey results from a minimum of 20 companies and 20,000 employees at organizations that are direct-to-consumer and produce and sell various products and services.
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The engagement survey results were as follows:
e.l.f. Beautyconsumer goods and services 2020 benchmarkdifference (percentage points)
Employee Engagement 88 %71 %+17%
Questions that determine employee engagement
I would recommend my company as a great place to work94 %82 %+12%
My company motivates me to go beyond what I would in a similar role elsewhere91 %69 %+22%
I am proud to work for my company95 %88 %+7%
I rarely think about looking for a job at another company78 %54 %+24%
I see myself working at my company in two years’ time84 %63 %+21%
Embody our Ethics: Doing the Right Thing for All People, the Planet, and our Furry Friends
All People
We proudly support human rights and individual expression and freedom. As such, we ensure our employees have their rights respected, regardless of age, gender, ethnicity, religion, abilities, or sexual orientation. We also expect our suppliers and partners to observe these principles when providing products and services to us.
The Planet
We are committed to being responsible stewards of our environment.
In FY 2021, we celebrated a significant milestone on our sustainability journey—eliminating an estimated 650,000 pounds of packaging waste with the e.l.f. Cosmetics brand as part of our “Project Unicorn” initiative. Project Unicorn was designed to elevate e.l.f. Cosmetics’ product assortment, presentation, and navigation on-shelf, and resulted in a significant streamlining in our packaging footprint. Since Project Unicorn’s launch in February 2019, we have eliminated an estimated 650,000 pounds of packaging waste by removing secondary cartons, vacuum formed trays, and paper insert cards, and slimming down secondary packaging. In total, packaging for over 200 e.l.f Cosmetics SKUs has been reduced through Project Unicorn across multiple categories.
We have work to do to reach the sustainability standards we want to meet as a company, and stand committed to advancing our sustainability initiatives and continuing to find ways to minimize our environmental impact.
Our Furry Friends
We are proud to be a 100% cruelty-free company. We do not conduct or tolerate any tests on animals, nor do we use any ingredients that are tested on animals in any of our products. Each of our brands is certified by People for the Ethical Treatment of Animals (“PETA”) as “Global Animal Test-Free”, a label given to companies and brands who have verified that their own facilities and their suppliers do not conduct, commission, pay for, or allow any tests on animals for their ingredients, formulations, or finished products.
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COVID-19 Response
Throughout the COVID-19 pandemic, our first priority has been the safety and well-being of our employees and community. We sent safety kits with gloves, hand sanitizers, and disinfectant wipes to all of our employees. We also gave each employee an additional $1,000 to help defray some of the rising costs of supplies, delivery services, and children and family care needs.
Building on the success of our #eyeslipsface TikTok hashtag challenge, we remixed our original “Eyes. Lips. Face” song into a new “Eyes. Lips. Face. SAFE.” public service announcement to raise awareness of basic preventive measures to help stop the spread of COVID-19.
We also donated $25,000 to each of the Alameda County Community Food Bank and the New York Common Pantry to help feed those in need due to the COVID-19 pandemic.
Certain Relationships and Related Party Transactions
Policy and Procedures
The Audit Committee has adopted a written policy regarding transactions between e.l.f. Beauty and our executive officers, directors, nominees for election as a director, beneficial owners of more than 5% of our common stock, and any affiliates or members of the immediate family of any of the foregoing. We refer to these individuals and entities as “related parties” and these relationships generally as “related party transactions”.
Any request for us to enter into a related party transaction in which the amount involved exceeds $120,000 and a related party would have a direct or indirect interest must first be presented to the Audit Committee for review, consideration, and approval. The Audit Committee reviews all the relevant facts and circumstances of each related party transaction, including if the transaction is on terms comparable to those that could be obtained in arm’s length dealings with an unrelated third party and the extent of the related party’s interest in the transaction, and considers any conflicts of interest and corporate opportunity provisions of our Code of Business Conduct and Ethics.
Related Party Transactions during the Year
The following is a description of related party transactions entered into during FY 2021 in which the amount involved exceeds $120,000 and a related party would have a direct or indirect interest:
we paid compensation to our directors and executive officers in FY 2021. See under the heading “Our Board of Directors—How our Directors are Paid” for information regarding compensation paid to our directors and under the heading “Executive Compensation” for information regarding compensation paid to our executive officers.
Rule 10b5-1 Plans
Certain of our executive officers have adopted written plans, known as Rule 10b5-1 plans, in which they have contracted with a broker to buy or sell shares of our common stock on a periodic basis. Under a Rule 10b5-1 plan, a broker executes trades pursuant to parameters established by the individual when entering into the Rule 10b5-1 plan, without further direction from them. The individual may amend or terminate the Rule 10b5-1 plan in specified circumstances.
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Corporate Governance Materials
Our Corporate Governance Guidelines are intended to provide a set of flexible guidelines for the effective functioning of our Board, including director qualifications and responsibilities, management succession and Board committees. Our Corporate Governance Guidelines are reviewed regularly and revised as necessary or appropriate in response to changing regulatory requirements, evolving best practices, and other considerations. A copy of our Corporate Governance Guidelines is available on our investor relations website at investor.elfbeauty.com/corporate-governance/governance-guidelines.
In addition to our Corporate Governance Guidelines, we have adopted a Code of Business Conduct and Ethics for our directors, officers, and employees, including our principal executive officer and principal financial officer, and principal accounting officer. Our Code of Business Conduct and Ethics is designed to help directors and employees resolve ethical and compliance issues encountered in the business environment. We will make any legally required disclosures regarding amendments to, or waivers of, our Code of Business Conduct and Ethics on our investor relations website. A copy of our Code of Business Conduct and Ethics is available on our investor relations website at investor.elfbeauty.com/corporate-governance/code-of-business-conduct-ethics.
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EXECUTIVE COMPENSATION
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 executive officers.
Our Board believes our executive compensation program aligns the interests of our executive officers with the long-term interests of our stockholders and, consistent with our pay-for-performance culture, rewards our executive officers when we achieve our short- and long-term strategic and financial goals.
What am I Voting On?
At the 2020 annual meeting of stockholders, our stockholders expressed a preference to hold future advisory (non-binding) votes on the compensation of our named executive officers on an annual basis. Consistent with that vote, stockholders are being asked to indicate their support, on an advisory (non-binding) basis, for the compensation of our named executive officers for FY 2021 as described in this proxy statement by casting a vote “FOR” the following resolution:
“RESOLVED, that the compensation paid to e.l.f. Beauty, Inc.’s named executive officers for FY 2021, as disclosed pursuant to Item 402 of Regulation S-K, including the compensation discussion and analysis, compensation tables, and narrative discussion, is hereby APPROVED.”
This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy, policies and practices described in this proxy statement.
Stockholders should review the information under the heading “Executive Compensation—Compensation Discussion and Analysis” and the tables and narrative discussion under the heading “Executive Compensation—Executive Compensation Tables”. Our Board and the Compensation Committee believe that the policies and procedures discussed in the following sections are effective in achieving our goals and have contributed to our recent and long-term success.
Because the vote is advisory, it is not binding on our Board or e.l.f. Beauty. Nevertheless, the views expressed by our stockholders, whether through this vote or otherwise, are important to management and our Board and, accordingly, our Board and the Compensation Committee intend to consider the results of this vote in making determinations in the future regarding executive compensation arrangements.
What is the Required Vote?
The compensation of our named executive officers for FY 2021 will be approved, on an advisory basis, by a majority of votes cast (meaning the number of shares voted “For” must exceed the number of shares voted “Against” in order for this proposal to be approved). Abstentions and broker non-votes are not considered votes cast for this proposal and will have no effect on the vote for this proposal.
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Compensation Discussion and Analysis
The compensation discussion and analysis (the “CD&A”) provides information with respect to compensation for our named executive officers for the fiscal year ended March 31, 2021 (“FY 2021”).
The compensation provided to our named executive officers in FY 2021 is discussed in detail in the CD&A and in the tables under the heading “Executive Compensation—Executive Compensation Tables”.
The CD&A is organized into the following sections:
Named Executive Officers, starting on page 43;
Executive Summary, starting on page 43;
Compensation Setting Process, starting on page 48;
Compensation Program Components, starting on page 50; and
Named Executive Officers
Our named executive officers for FY 2021 were as follows:
nameposition
Tarang Amin
Chairman, Chief Executive Officer, President, and Director
Rich Baruch
Senior Vice President and Chief Commercial Officer
Mandy Fields
Senior Vice President and Chief Financial Officer
Kory Marchisotto
Senior Vice President and Chief Marketing Officer
Scott Milsten
Senior Vice President, General Counsel, Chief People Officer, and Corporate Secretary
For biographical information regarding our named executive officers, see under the heading “Our Company—Our Executive Officers”.
Executive Summary
Our Company and our Brands
e.l.f. Beauty is a multi-brand beauty company that offers inclusive, accessible, cruelty-free cosmetics and skincare products. Our mission is to make the best of beauty accessible to every eye, lip and face.
We believe our ability to deliver 100% cruelty-free, premium-quality products at accessible prices with broad appeal differentiates us in the beauty industry. We believe the combination of our fundamental value equation, digitally-led strategy, as well as our world-class team’s ability to execute with speed has positioned us well to navigate a rapidly changing landscape in beauty.
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Our brands are:
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e.l.f. Cosmetics makes the best of beauty accessible to every eye, lip and face by offering high-quality, prestige-inspired cosmetics and skincare products at an extraordinary value, all formulated 100% vegan and cruelty-free.
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W3LL PEOPLE is a clean beauty pioneer, raising the standard for high-performance, plant-powered, cruelty-free cosmetics since 2008. W3LL PEOPLE’s product-line includes 35+ EWG VERIFIED™ products, a leading standard of “clean and healthy” in the beauty space.
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Keys Soulcare is a lifestyle beauty brand created with artist, producer, actress, and New York Times best-selling author Alicia Keys. With an inclusive point of view, an authentic voice and a line of skin-loving, dermatologist-developed, cruelty-free offerings, Keys Soulcare aims to bring new meaning to beauty by honoring ritual in our daily life and practicing intention in every action.
Strong Financial Results Despite COVID-19 Pandemic Headwinds
Our results for FY 2021 demonstrate that our business model and competitive advantages are robust, as we strengthened our position in a challenging environment. We delivered 12% year-over-year net sales growth in FY 2021, greatly outpacing the U.S. color cosmetics category, which declined approximately 14% according to Nielsen. e.l.f. Cosmetics was the only top five U.S. color cosmetics brand to post growth and the only brand to gain share, with 5.7% of the category, up 100 basis points year-over-year.
$318 million
65%
$6.2 million
$61 million
FY 2021 net salesFY 2021 gross marginFY 2021 net income
FY 2021 Adjusted EBITDA (1)
12%
80 basis points
$0.12
while continuing to invest in marketing and digital
YoY net sales growthYoY gross margin growthearnings per share
5.7%
100 basis points
e.l.f. Cosmetics was the only top five color cosmetics brand to grow sales and market share.
#2
market share (2)
YoY market share growth
 favorite teen brand (3)
(1)
See Annex A for a reconciliation of net income to Adjusted EBITDA.
(2)
According to Nielsen xAOC 52 weeks ending March 27, 2021.
(3)
According to the Piper Sandler 41st Semi-Annual Taking Stock With Teens® Survey, Spring 2021. Up from #4 a year ago.
Continued Progress Against Strategic Imperatives
In FY 2021, we continued our focus on executing our five strategic imperatives to create long-term value for our stockholders. See under the heading “Introduction—Highlights from FY 2021—Continued Progress against Strategic Imperatives” for additional information.
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Executing on Strategic Extensions
We took important steps in FY 2021 in our transformation to a multi-brand company with the “recharge” of W3LL PEOPLE, our plant-powered clean beauty brand, and the launch of Keys Soulcare, our groundbreaking new lifestyle beauty brand with Alicia Keys. See under the heading “Introduction—Highlights from FY 2021—Executing on Strategic Extensions” for additional information.
Furthering our Environmental, Social and Governance Commitment and Initiatives
We took a number of steps to further our ESG journey in FY 2021. We enhanced our ESG policies and disclosure, expanded the responsibility of the Nominating and Corporate Governance Committee to include oversight of our ESG processes, policies, and performance, increased the diversity of our Board with the addition of Mr. Mitchell, and achieved a sustainability milestone by eliminating an estimated 650,000 pounds of packaging waste since the inception of “Project Unicorn”. See under the heading “Introduction—Highlights from FY 2021—Furthering our Environmental, Social and Governance Commitment and Initiatives” for additional information. Also see under the heading “Our Board of Directors—About our Board” and under the heading “Our Company—Our Team, Culture, and Values” for additional information regarding our Board, our company, and our team as it relates to ESG matters.
FY 2021 Executive Compensation Highlights
No increase in
base salaries or annual cash incentive targets.
Cash incentive compensation tied solely to profitability.Majority of
compensation is variable, at-risk, and in equity.
Granted performance-based equity awards to all executive officers.Adopted executive stock ownership policy and clawback policy.
Our executive compensation program is designed to directly tie the compensation paid to our executive officers to our performance and align the interests of our executive officers with the interests of our stockholders. Accordingly, in FY 2021, we continued to limit the cash component of, and emphasize the equity component of, our named executive officers’ total compensation. In addition, as described in more detail below, in response to the results of our 2020 say-on-pay vote and extensive stockholder outreach following the vote, we made meaningful changes to our executive compensation program in order to achieve greater pay-for-performance alignment and implement risk mitigation measures.
Highlights of our compensation-related decisions in FY 2021 include the following:
No increases to cash compensation. We maintained base salaries and annual cash incentive opportunities for each of our named executive officers—in fact, we have never increased the base salaries or annual cash incentive opportunities for our named executive officers, which for Mr. Amin, Mr. Baruch, and Mr. Milsten remain the same as in their respective new hire offers in 2014 and for Ms. Fields and Ms. Marchisotto remain the same as in their respective new hire offers in 2019.
Annual cash incentives tied to financial performance. We continued to tie our annual cash incentive compensation solely to our profitability. In addition, despite the uncertainty resulting from the COVID-19 pandemic during FY 2021, we made no adjustments to the performance targets under our annual cash incentive compensation program during FY 2021.
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Emphasis on equity compensation. We continued to provide the majority of compensation paid to our named executive officers in the form of equity to instill an ownership culture, align the interests of our named executive officers with the interests of our stockholders, and support long-term retention.
Performance-based equity granted to all of our named executive officers. We granted performance-based restricted stock awards to all of our named executive officers to even more closely align their compensation with our strong pay-for-performance culture and focus on the delivery of substantial and sustainable value to stockholders. These performance-based restricted stock awards were eligible to vest based on e.l.f. Cosmetics’ relative share growth in the color cosmetics category (as reported by Nielsen).
Stock ownership and clawback policies. We adopted an executive stock ownership policy and a compensation recovery (“clawback”) policy, which are both designed to mitigate compensation risk.
The compensation for our named executive officers for FY 2021 is discussed in more detail in the sections of the CD&A that follow.
Stockholder Feedback / Say-on-Pay Advisory Vote
At the 2020 annual meeting of stockholders, approximately 64% of the votes cast by our stockholders approved, on an advisory basis, the compensation of our named executive officers for the transition period ended March 31, 2019 (“2019T”) and the fiscal year ended March 31, 2020 (“FY 2020”). While the “say-on-pay” vote passed, we were disappointed in the overall level of support from our stockholders.
In response to the level of support, following the 2020 annual meeting of stockholders, the Compensation Committee conducted outreach to obtain our stockholders’ insights on our executive compensation program. As part of this outreach, the Compensation Committee reached out to our 20 largest non-management stockholders and, at its request, the California Public Employees’ Retirement System (“CalPERS”), which collectively represented approximately 65% of our outstanding common stock.
A member of the Compensation Committee, our General Counsel and Chief People Officer, our Vice President of Investor Relations, and, for some of the meetings, our Chief Executive Officer or our Chief Financial Officer, attended the meetings with the stockholders who accepted our invitations. Feedback from our stockholders was shared with our Board and the Compensation Committee and considered in our Board’s and the Compensation Committee’s discussions and decision-making.
Below is a summary of the principal feedback regarding our executive compensation program we received from our stockholders during these meetings, principal comments included in analyses by ISS and Glass Lewis, and the changes made by the Compensation Committee for our FY 2021 executive compensation program in response to this feedback and analysis. We believe these changes are beneficial to the creation of sustained long-term stockholder value.
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What We Heard
è
è
è
What We Did
Executives, other than our Chief Executive Officer, were not issued equity awards with performance-based vesting conditions.We expanded the use of equity awards with performance-based vesting conditions to all of our executive officers in FY 2021.
The equity awards with performance-based vesting conditions that we issued to our Chief Executive Officer in FY 2020 were tied to stock price, which may be driven by external stock market movements and may not be relative to category or peer performance.The equity awards with performance-based vesting conditions granted to all of our executive officers in FY 2021 included a relative performance metric that was tied to share growth in the color cosmetics category (as reported by Nielsen).
We did not have certain risk mitigation policies in place, such as a compensation clawback policy or an executive stock ownership policy. We implemented a compensation clawback policy and an executive stock ownership policy in FY 2021.
Compensation Philosophy, Objectives, and Design
Attract and Retain TalentAlign with StockholdersPay-for-Performance
Attract, motivate, and retain highly talented and experienced executive officers who drive our success.
Align our executive officers’ incentives with the long-term interests of our stockholders.
Reward our executive officers for their performance and motivate them to achieve our short- and long-term and strategic and financial goals.
We design our executive compensation program based on a pay-for-performance philosophy. We believe our executive officers should be rewarded when we achieve our short-term and long-term strategic and financial goals, since these accomplishments reward our stockholders by generating better stock price returns.
We achieve our compensation objectives through an executive compensation program that:
provides a competitive total pay opportunity that enables us to compete effectively for executive talent with large legacy consumer products, retail, and beauty companies, as well as with high growth technology and digital companies in the San Francisco Bay Area;
emphasizes pay-for-performance by delivering a majority of our executive officers’ compensation only upon the achievement of our short-term and long-term strategic and financial goals, which are designed to deliver responsible and sustainable stockholder value growth; and
provides strong alignment with our stockholders, with a significant majority of the target compensation opportunity for our executive officers delivered in the form of equity awards.
The Compensation Committee is also committed to effective compensation governance. Below is a summary of our key compensation governance practices, which are designed to drive performance, mitigate undue risk, and align the interests of our executive officers and other employees with the interests of our stockholders:
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What We DoWhat We Don’t Do
ü
We believe in pay-for-performance. The majority of our executive officers’ pay is variable and at-risk.
ûWe don’t guarantee annual salary increases or minimum cash bonuses.
üWe heavily weight total compensation toward equity compensation to align our executive officers’ and our stockholders’ interests.ûWe don’t modify our performance targets during the performance period.
üOur annual cash incentives are based solely on financial performance.ûWe don’t have pension plans or executive-only benefit or retirement plans.
üWe hold annual “say-on-pay” advisory votes.ûWe don’t provide excise tax gross ups.
üWe maintain mandatory stock ownership requirements for our executive officers.ûWe don’t provide excessive perquisites to our executive officers.
üWe maintain a compensation recovery (clawback) policy in the event of a financial restatement or fraud.ûWe don’t permit hedging or pledging of our stock.
üWe engage an independent compensation consultant to advise the Compensation Committee.ûWe don’t grant discount options.
Compensation Setting Process
Roles and Responsibilities
The Compensation Committee has primary responsibility for reviewing and approving our overall compensation program, including reviewing and approving the form and amount of compensation to be paid or awarded to our executive officers, approving employment agreements with our executive officers, and performing a risk assessment of our compensation program in order to strike the appropriate balance of risk and reward without encouraging excessive or inappropriate risks that would have an adverse impact on stockholders. The Compensation Committee, management, and our independent compensation consultants work closely in managing our executive compensation program. A summary of each of their roles and responsibilities (and other relevant information) is summarized below:
roleresponsibilities and other relevant information
Compensation CommitteeReviews 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.
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roleresponsibilities 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.
ManagementChief 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 e.l.f. Beauty, as well as information regarding employee sentiment on such matters and employee engagement.
Compensation consultantsThe Compensation Committee has engaged Radford, an independent compensation consultant and a part of the Rewards Solutions practice at Aon plc, 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 our initial public offering in 2016.
Radford reports directly to the Compensation Committee and does not provide any non-compensation related services to e.l.f. Beauty.
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.
Peer Group
To assess the competitiveness of our executive compensation program, the Compensation Committee considers the compensation practices of peer companies reasonably similar to e.l.f. Beauty on the basis of, among other things, industry, consumer focus, revenue, market cap, and geography. The Compensation Committee periodically reviews and approves changes to the peer group based on the recommendation of its independent compensation consultant. As part of the Compensation Committee’s periodic review of our compensation peer group, the Compensation Committee, with assistance from Radford, approved the following peer group for setting executive compensation for FY 2021:
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FY 2021 peer group
BenefitfocusLifetime BrandsShake ShackTilly’s
Chuy’sMovado GroupShutterstockZAGG
Clarus
PetMed Express (1)
Stamps.com
DuluthPlanet FitnessThe Habit Restaurants
EtsyRuth's Hospitality Group
The Simply Good Foods Company (1)
(1)Added in FY 2021 to the peer group.
*Wageworks and Nutrisystem were removed from the peer group as both companies were acquired. Natural Health Trends and Nautilus were removed from the peer group as they fell significantly outside one or more of the approved selection criteria.
Compensation Program Components
Base SalaryAnnual Cash IncentiveLong-Term Incentive
CashCashEquity
FixedVariable/At-riskVariable/At-risk
Provides a stable level of pay to attract and retain talent.Rewards achievement of our annual financial goals.Rewards creation of long-term stockholder value.
Targeted Compensation Mix
The targeted mix of our three primary compensation elements (base salary, annual cash incentive, and long-term incentive) (1) for FY 2021 for our Chief Executive Officer and our other named executive officers are as follows:

paymiximage.jpg
(1)Comprised of base salary (at the annual rate in effect) for FY 2021, target annual cash incentive for FY 2021, and the targeted value of the equity awards granted in FY 2021.
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Base Salaries
We provide base salaries as a fixed source of compensation for our executive officers, allowing them a degree of certainty with respect to their day-to-day compensation. The Compensation Committee recognizes the importance of base salaries as an element of compensation that helps to attract and retain highly qualified executive talent. The relative levels of base salary for each executive officer is designed to reflect that executive officer’s scope of responsibility and accountability to us, as well as our desire to maintain relative internal parity among our executive officers. The Compensation Committee reviews the base salaries of our executive officers on an annual basis, but has never made an adjustment.
FY 2021 Base Salaries
The base salaries for Mr. Amin, Mr. Baruch, and Mr. Milsten have not been increased in over seven years and remain the same as the base salaries set forth in their respective new hire offers in 2014. The base salaries for Ms. Fields and Ms. Marchisotto remain the same as the base salaries set forth in their respective new hire offers in 2019.
The decision to keep base salaries at the same level as provided at the time of hire was made based on our philosophy of delivering the majority of compensation through long-term equity-based compensation designed to deliver value to our executive officers only when our performance creates value for our stockholders.
The annual base salaries for FY 2021 for our named executive officers were as follows:
FY 2021 Annual Base Salaries
namebase salary
Tarang Amin$475,000 
Rich Baruch$325,000 
Mandy Fields$350,000 
Kory Marchisotto$325,000 
Scott Milsten$325,000 
Annual Cash Incentive Compensation
We provide annual cash incentive compensation to motivate our executive officers to achieve our financial and strategic goals. Annual cash incentive compensation is based on predetermined financial measures that are chosen by the Compensation Committee at the beginning of the fiscal year and that are aligned with our annual growth objectives as well as our long-term business plan. The financial measure performance goals for our annual cash incentive compensation are designed to be challenging.
We believe that annual cash incentive compensation:
aligns the interests of our executive officers, e.l.f. Beauty, and our stockholders;
enables us to focus on achieving and exceeding financial goals that drive stockholder value creation;
recognizes and rewards individuals for contributing to our success;
attracts and retains the top talent in the industry; and
holds our executive officers accountable.
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The annual cash incentive payout for each executive officer is determined based on a formula consisting of the executive officer’s base salary, target annual cash incentive opportunity (which is set as a percentage of base salary by the Compensation Committee early in the applicable fiscal year), and a funding percentage of the annual cash incentive compensation pool based on our performance with respect to predetermined financial measures chosen by the Compensation Committee. Individual performance has not been considered when determining annual cash incentive payouts for executive officers as we subscribe to a “one team” philosophy where all employees participate equally (subject to variations in target annual cash incentive opportunity) in our successes and shortcomings.
The Compensation Committee reviews the target annual cash incentive opportunities of our executive officers on an annual basis, but has never made an adjustment.
The formula for determining the annual cash incentive payout for our executive officers is as follows:
Base
salary
xTarget
percentage
xFunding
percentage
=Annual cash incentive payout
The funding percentage of the annual cash incentive compensation pool is determined based on our performance of the predetermined financial measures chosen by the Compensation Committee.
There is a threshold funding percentage of 80% (if the threshold performance goal is achieved) and a maximum funding percentage of 200% (if the maximum performance goal is achieved or exceeded), with funding percentages corresponding on a linear basis to performance between threshold and target levels and performance between target and maximum levels. If the threshold performance is not achieved, the funding percentage is set at 0% and no annual cash incentive compensation is paid.
çperformance of predetermined financial measuresè
ß
below threshold
threshold
goal achieved
ßà
in between goals
target
goal achieved
ßà
in between goals
maximum
goal achieved
à
above maximum
âcorresponds to a funding percentage of:â
0%
no funding
80%
81% to 99%
on a linear basis
100%
101% to 199%
on a linear basis
200%
200%
maximum cap
çfunding percentage of the annual cash incentive compensation poolè
The target annual cash incentive opportunities for Mr. Amin, Mr. Baruch, and Mr. Milsten have not been increased in over seven years and remain the same as the annual cash incentive opportunities in their respective new hire offers in 2014. The target annual cash incentive opportunities for Ms. Fields and Ms. Marchisotto remain the same as the annual cash incentive opportunities in their respective new hire offers in 2019. Similar to the decision to keep base salaries consistent, no changes were made to the annual cash incentive opportunities for FY 2021 based on our philosophy of delivering the majority of compensation opportunity through long-term equity compensation.
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The target annual cash incentive opportunities for FY 2021 for our named executive officers were as follows:
FY 2021 Target Annual Cash Incentive Opportunities
name
target
(% of salary)
target value
Tarang Amin100 %