elf Beauty Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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LETTER FROM OUR CHAIRMAN AND CEO

*Adjusted EBITDA is a non-GAAP financial measure, and we provide a reconciliation of net income to Adjusted EBITDA in Annex A and a short definition of Adjusted EBITDA in the Note Regarding Non-GAAP Financial Measures in our proxy statement.

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

By Order of the Board of Directors,

Scott Milsten

General Counsel and Corporate Secretary

Oakland, California

July 12, 2024

Cautionary Note Regarding Forward-Looking Statements

This proxy statement (this “Proxy Statement”) contains forward-looking statements within the meaning of the federal securities laws. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “aim,” “anticipate,” “assume,” ”believe,” “contemplate,” “continue,” "could,” “due,” “estimate,” “expect,” “goal,” “intend,” “may,” “objective,” “plan,” “predict,” “potential,” “positioned,” “seek,” “should,” “target,” “will,” “would” and other similar expressions that are predictions of or indicate future events and future trends, or the negative of these terms or other comparable terminology. These forward-looking statements are based on management's current expectations, estimates, forecasts, projections, beliefs and assumptions and are not guarantees of future performance. Although we believe that the expectations reflected in the forward-looking statements are reasonable, the actual results and conduct of our activities, including the development, implementation, or continuation of any program, policy, or initiative discussed or forecasted in this Proxy Statement, may differ materially from those expectations. Factors that could cause actual results to differ materially from those in the forward-looking statements include, among other things, the risks and uncertainties that are contained in our filings with the United States Securities and Exchange Commission (the “SEC”), including our Annual Report on Form 10-K for the year ended March 31, 2024, as such filings may be amended, supplemented or superseded from time to time by other reports we file with the SEC. Potential investors are urged to consider these factors carefully in evaluating the forward-looking statements. The forward-looking statements included in this Proxy Statement speak only as of the date hereof. Except as required by law, we assume no obligation to update or revise these forward-looking statements for any reason, even if new information becomes available in the future. In addition, we make certain claims and assertions regarding the nature of our products, including that they are “clean, vegan and cruelty free.” We have a complex supply chain and have limited visibility into certain of our third-parties’ practices and policies. Moreover, the meaning of certain terms in the spaces of sustainability and ethically sourced materials is continually evolving. Therefore, our products may ultimately be determined not to meet any subjective or objective standard, definition or framework that relates to or implicates the claims we have made. Furthermore, changes in sustainability standards, metrics, and the methodologies underlying the goals we have used and set with respect to its sustainability-related matters, or changes with respect to third-party information used with respect to our sustainability-related disclosures, may cause results or the perceived environmental or social impact of selected projects or products to differ materially and adversely from the statements, estimates and beliefs made or communicated by us or by third parties to us.

TABLE OF CONTENTS

2024 Proxy Statement

INTRODUCTION

Our Company

e.l.f. Beauty, Inc. (NYSE: ELF) (“e.l.f. Beauty,” the “Company,” or “we”) is a multi-brand beauty company that offers inclusive, accessible, clean, vegan, cruelty free and Fair Trade Certified™ cosmetics and skin care products.

•OUR VISION. To be a different kind of beauty company by building brands that disrupt industry norms, shape culture and connect communities through positivity, inclusivity and accessibility.

•OUR MISSION. We make the best of beauty accessible to every eye, lip, face and skin concern.

•OUR PURPOSE. We stand with every eye, lip, face, paw and fin.

We believe our ability to deliver clean, vegan, cruelty free, Fair Trade Certified™ and premium-quality products at accessible prices with broad appeal differentiates us in the beauty industry. We believe the combination of our value proposition, powerhouse innovation, disruptive marketing engine and our world-class team’s ability to execute with quality and speed has positioned us well to navigate the competitive beauty market.

Our Brands

Our family of brands includes e.l.f. Cosmetics, e.l.f. SKIN, Naturium, Well People and Keys Soulcare. Our brands are available online and across leading beauty, mass-market and specialty retailers. We have strong relationships with our retail customers such as Target, Walmart, Ulta Beauty and other leading retailers that have enabled us to expand distribution both domestically and internationally.

Each of our brands is positioned to touch diverse consumer cohorts at different price points. Each brand has accessible pricing relative to its competitive set and furthers our mission of making the best of beauty accessible to every eye, lip, face and skin concern.

Our Board and Our Team

Diverse and Highly Experienced Team

Our Board of Directors (our “Board”), executive team and employees are highly experienced, with proven track records managing and growing brand portfolios. At e.l.f. Beauty, we are committed to diversity, equity and inclusion. We 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 one of only four public companies in the U.S. (out of nearly 4,200 public companies) with a board of directors that is at least two-thirds women and at least one-third diverse.(1) We’re also proud that our employee base, which is 75% women, over 40% diverse and over 65% millennial and Gen Z, is representative of the young, diverse communities we serve.(2)

Strong, Independent, and Active Board*

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, four of our independent directors have joined our Board within the last four years, and Maria Ferreras, who is currently a Class II director nominee, will join our Board effective as of the 2024 annual meeting.

Highlights from FY 2024

Earnings Per Share

Strong Financial Results

In the fiscal year ended March 31, 2024 (“FY 2024”), we grew net sales by 77% year over year, delivered approximately $128 million in net income and grew Adjusted EBITDA by 101% year over year. We delivered over $1 billion in net sales for the first time in FY 2024, with Q4 marking our 21st consecutive quarter of both net sales growth and market share gains.

Continued Progress Against our Five Strategic Imperatives

In FY 2024, we continued to focus on executing our five strategic imperatives to create long-term value for our stockholders, highlights of which are discussed below.

Build Brand Demand

•We have a unique ability to combine the best of beauty, culture and entertainment to attract and engage generations of consumers across a variety of platforms. •In Piper Sandler’s latest Taking Stock With Teens Survey, e.l.f. Cosmetics ranked the number 1 teen brand for the fifth consecutive season. We grew our mindshare by 16 points versus last year, with our 38% mindshare now over four times the level of the number 2 brand. •We’re growing our audience beyond Gen Z. Recent surveys show e.l.f. Cosmetics ranks number 2 in mindshare among millennials and number 1 in mindshare among Gen Alpha. This progress in penetrating mindshare across cohorts

shows that e.l.f. is becoming a multi-generational brand, driven by positivity, inclusivity and accessibility in everything we do.•We continue to generate buzz-worthy moments for our community through our brand-on-brand partnerships with like-minded disruptors. Our latest limited edition product collaboration with Liquid Death, one of the fastest growing beverage brands, generated over 12 billion impressions.

Power Digital

•In FY 2024, our digital consumption trends were up nearly triple digits year over year, supported by enhancements across our loyalty program, our mobile app as well as digital and social platforms.•e.l.f. Cosmetics’ Beauty Squad loyalty program grew to over 4.8 million members, up 30% year over year. Our loyalty members continue to be a key part of our digital ecosystem, driving almost 80% of our sales on elfcosmetics.com. •At the end of FY 2024, our e.l.f. mobile app boasted a 4.8 star rating and surpassed over two million downloads.

•We have a unique ability to deliver high quality “holy grails”—taking inspiration from our community and the best products in prestige, and bringing them to market at an extraordinary value. Major product launches in FY 2024 included e.l.f. Cosmetics’ Glow Reviver Lip Oil and Camo Liquid Blush as well as e.l.f. SKIN’s Bronzing Drops.•Our innovation engine has built category leadership over time. Five years ago, e.l.f. Cosmetics had the number 1 or 2 position across eight segments of the color cosmetics category. Today, e.l.f. has the number 1 or 2 position across eighteen segments, which collectively make up almost 80 percent of e.l.f. Cosmetics’ sales.

Drive Productivity with Retail Partners

•Our U.S. business grew net sales 71% year over year in FY 2024, supported by strength across our national retail partners. In Target, our longest standing national retail customer, e.l.f. Cosmetics is the number one cosmetics brand. We expanded our market share at Target to 23% in Q4 of FY 2024, growing our business by over 70% for the year.•Our international business grew net sales 116% year over year in FY 2024, with international contributing approximately 15% of our net sales. In Canada, we increased our rank to the number 3 brand in Q4 of FY 2024 as compared to the number 6 brand a year ago. In the UK, we increased our rank to the number 4 brand in Q4 of FY 2024 as compared to number 7 a year ago.

Deliver Profitable Growth

•In March of 2024, we rang the bell at the New York Stock Exchange to commemorate our 20th anniversary as a company and to celebrate the exceptional, consistent category-leading growth we’ve delivered over the past two decades. •In FY 2024, we grew net sales by 77% year over year, increased gross margin by approximately 330 basis points, grew net income by 108% and Adjusted EBITDA by

101% year over year, and increased market share by 305 basis points.

Furthering our Environmental, Social and Governance Commitment and Initiatives

e.l.f. Beauty is led by its purpose—we stand with every eye, lip, face, paw and fin. We are committed to creating a culture internally—and in the world around us—where all individuals are encouraged to express their truest selves and are empowered to succeed, and where we strive to do the right thing for people, the planet and our furry and finned friends alike.

Consistent with our values and commitments, we took a number of steps in FY 2024 to further our environmental, social and governance (“ESG”) journey, including:

•Enhanced ESG Policies and Disclosure. In September 2023, we issued our second annual Impact Report to memorialize our commitment to transparent ESG practices and communicate the initiatives, programs and policies we’ve put in place to further our positive impact.

•Championed Board Diversity. We are proud to be one of only four public companies in the U.S. (out of nearly 4,200 public companies) with a board of directors that is at least two-thirds women and at least one-third diverse. Our Board and the Nominating and Corporate Governance Committee will continue to consider diversity in all forms as it evaluates our Board composition in the future. Through our recently launched “Change the Board Game” initiative, we are now encouraging other companies to diversify their boards. Recognizing that putting more diversity in seats of power will take the partnership of other companies, our ambition is to help double the rate of women and diverse members added to U.S. corporate boards by 2027.

•Advanced our Responsible Sourcing Initiatives. Our first third-party manufacturing facility in China was Fair Trade Certified™ in August 2022, and we expanded this program in FY 2024 to certify additional facilities, including the first Fair Trade Certified™ cosmetic brush manufacturing facility. A Fair Trade Certified™ seal on a product signifies that it was made according to rigorous fair trade standards that promote sustainable livelihoods and safe working conditions for facility employees, protection of the environment and transparent supply chains. As of the date of this Proxy Statement, over 900 SKUs, representing more than 85% of our product volume, are produced in Fair Trade Certified™ facilities.

•Reduced our Carbon Footprint. In FY 2024, we achieved our target for a 42% reduction in our Scope 1 and 2 emissions by 2030 (from a fiscal 2022 base year), set through the Science Based Targets initiative--a target we have now continued to achieve for the past two years. We also continued to act on the key focus areas identified to reduce our carbon footprint and, as we progress this work, we plan to evaluate science-based targets for our Scope 3 emissions. As part of our transparency and reporting efforts, we made our first annual disclosure through CDP’s Climate Change questionnaire in July 2023.

•Recognized for our Human Capital Investments. Our continued investments in our people and culture have positioned us as an employer of choice both in the beauty industry and our local communities. In FY 2024, we were recognized in the U.S. News & World Report 2023-2024 edition of “U.S. News Best Companies to Work For.”