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e.l.f. Beauty, Inc.

For the period ended Aug 21, 2025. Filed Jul 9, 2025.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Aug 21, 2025 · Filed Jul 9, 2025

ELF$116.14+5.7%Stored close · as of Nov 6, 2026
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Compensation Program Components

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Compensation Program Components

The primary components of our executive compensation programs, summarized below, ensure that pay is directly linked to the creation of sustainable long-term stockholder value.

Base SalaryAnnual Cash IncentiveLong-Term Incentive
Paid in cashPaid in cashPaid in equity
Fixed compensationVariable/At-risk compensationVariable/At-risk compensation
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 Pay Mix

The targeted mix of our three primary compensation elements (base salary, annual cash incentive opportunity and the targeted value of long-term incentives)(1)for FY 2025 for our Chief Executive Officer and the average for our other named executive officers are as follows:

(1)Comprised of base salary (at the annual rate in effect) for FY 2025, annual cash incentive for FY 2025 (assuming target achievement of performance) and the value of the equity awards granted in FY 2025 (assuming target achievement of performance). 50% of the long-term incentive is in the form of time-based RSUs and 50% of the long-term incentive is in the form of PSUs, with the split assuming target achievement of performance goals.

Each compensation element for our named executive officers is discussed further below and set forth in more detail in the “Summary Compensation Table” and under the heading Executive Compensation—Executive Compensation Tables—Grants of Plan-Based Awards.”

Base Salaries

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 relative levels of base salary for each executive officer are 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

2025 Proxy Statement51
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executive officers on an annual basis but has never made an adjustment to any executive officer’s base salary from the level provided at the time of hire.

FY 2025 Base Salaries

The base salaries for each of our named executive officers remained the same as in FY 2024 (and the same level as provided at the time of hire). The decision to not increase base salaries 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 2025 for our named executive officers were as follows:

FY 2025 Annual Base Salaries
namebase salary
Tarang Amin$475,000
Mandy Fields$350,000
Josh Franks$325,000
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 short-term 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.

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. The funding percentage is based on our performance with respect to predetermined financial measures chosen by the Compensation Committee—a visual depiction of the annual cash incentive payout formula is shown below. Individual performance has not been considered when determining annual cash incentive payouts for executive officers (or any other employee) as we adhere to a “one team” philosophy where all employees participate equally (subject to variations in target annual cash incentive opportunity) in our successes and shortcomings.

522025 Proxy Statement
IntroBoardCompanyExec. Comp.Equity PlansStockholdersAuditAdd’l. InfoQ&AAnnexes

The graphic below illustrates the calculation of the annual cash incentive compensation for each of our named executive officers.

BasesalaryxTargetpercentagexFundingpercentage=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 relative to the performance targets chosen by the Compensation Committee.

There is a threshold funding percentage of 80% (if the threshold performance level is achieved) and a maximum funding percentage of 200% (if the maximum performance level 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 (for example, if actual performance is 50% between the target and maximum levels, the funding percentage would be 150%). If the threshold performance level is not achieved, the funding percentage is set at 0% and no annual cash incentive compensation is paid.

performance level achievementfunding percentage of the annual cash incentive compensation pool
threshold level not achieved0%
threshold level80%
between threshold and target levels81% to 99%
target level100%
between target and maximum level101% to 199%
maximum level or greater200%

The Compensation Committee reviews the target annual cash incentive opportunities of our executive officers on an annual basis. The target annual cash incentive opportunity for each of our named executive officers remained the same as in FY 2024. The decision to keep target annual cash incentive opportunities at the same level as in FY 2024 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 target annual cash incentive opportunities for FY 2025 for our named executive officers were as follows:

FY 2025 Target Annual Cash Incentive Opportunities
nametarget(% of salary)target value
Tarang Amin100%$475,000
Mandy Fields50%$175,000
Josh Franks50%$162,500
Kory Marchisotto50%$162,500
Scott Milsten50%$162,500
2025 Proxy Statement53
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FY 2025 Annual Cash Incentive Compensation

In each year since our common stock became publicly traded, our annual cash incentive compensation program has been measured by our Adjusted EBITDA performance against pre-established targets. When we have performed well against the targets, our executive officers (and all of our employees) have been rewarded with annual cash incentive compensation up to 200% of target, and when we have under-performed against the targets below the threshold level, no annual cash incentive compensation has been paid.

For FY 2025, the Compensation Committee again chose Adjusted EBITDA as our annual cash incentive compensation program performance metric because it is a key measure we use to understand and evaluate our operational performance and because the Compensation Committee believes Adjusted EBITDA is an important driver of the price of our common stock, which aligns compensation for our executive officers with maximizing stockholder value. Adjusted EBITDA is a non-GAAP financial measure, and we provide a reconciliation of net income to Adjusted EBITDA in Annex A and a short definition of Adjusted EBITDA in the Note Regarding Non-GAAP Financial Measures.

The Compensation Committee set the Adjusted EBITDA goals for annual cash incentive compensation in connection with the Board-approved full year FY 2025 budget, which was adopted at the beginning of the fiscal year. Specifically, the Compensation Committee set the Adjusted EBITDA bonus goals in April 2024 and, once set, the goals were not altered or changed in any way.

Based on our expected business momentum in FY 2025, the Adjusted EBITDA target and maximum goals for our annual cash incentive program (as presented in the chart below) were all higher than our actual Adjusted EBITDA result of $235.7 million in FY 2024 (after funding of the FY 2024 annual cash incentive compensation pool). Given the requirement to deliver absolute year-over-year growth to achieve any payout, as well as the requirement to deliver Adjusted EBITDA growth of approximately 21% over our actual Adjusted EBITDA for FY 2024 to achieve a 100% payout, the Compensation Committee believed that the Adjusted EBITDA performance levels required for payouts were aggressive and challenging, only attainable with strong performance and were aligned with our objectives for FY 2025.

The Adjusted EBITDA performance levels and the corresponding funding percentages for the FY 2025 annual cash incentive compensation pool were as follows:

Adjusted EBITDA Goals for FY 2025 Annual Cash Incentive Compensation
adj. EBITDA(1) · fundingpercentage(2)
threshold$242.7 million80%
target$286.0 million100%
maximum$295.3 million200%
(1)After funding of the annual cash incentive compensation pool. See Annex A for a reconciliation of net income to Adjusted EBITDA.
(2)The funding percentages correspond, on a linear basis, to performance between threshold and target levels and performance between target and maximum levels. For example, achievement of Adjusted EBITDA of $290.7 million would result in a funding percentage of 150%. The annual cash incentive compensation pool is not funded if performance is below the threshold level.

Consistent with past practice, the FY 2025 annual cash incentive compensation pool was self-funded, meaning that our Adjusted EBITDA performance in FY 2025 needed to be sufficient to generate profit to pay the annual cash incentive payouts for FY 2025 and to generate profit for e.l.f. Beauty and our stockholders.

542025 Proxy Statement
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We achieved approximately $297 million in Adjusted EBITDA in FY 2025, after funding of the annual cash incentive compensation pool. This Adjusted EBITDA performance resulted in an overall funding percentage of 200%.

The annual cash incentive payouts for FY 2025 for our named executive officers were as follows:

FY 2025 Annual Cash Incentive Payouts
nametarget valueactual payout(% of target)actual payout
Tarang Amin$475,000200%$950,000
Mandy Fields$175,000200%$350,000
Josh Franks$162,500200%$325,000
Kory Marchisotto$162,500200%$325,000
Scott Milsten$162,500200%$325,000

The annual cash incentive payouts for FY 2025 are reported under the heading “non-equity incentive plan comp.” in the Summary Compensation Table.

Long-Term Incentive Compensation

A core principle of our executive compensation program is to deliver a significant percentage of total compensation awarded to our executive officers in the form of long-term incentive compensation. The value realized from this compensation is dependent on our financial success and the sustained performance of our common stock over the long term. This means that our executive officers are rewarded when they produce value for our stockholders. We have designed our long-term incentive compensation to motivate our executive officers to work toward objectives that we believe provide a meaningful return to our stockholders while also serving as an effective recruitment and retention tool.

In determining the size of equity awards granted to any executive officer, the Compensation Committee considers a number of reference points, including:

our performance, the executive officer’s contributions to that performance, as well as expectations for that executive officer’s future contributions to our performance;

the competitive market compensation levels for the executive officer’s position;

the relative mix of cash and equity, and in particular the fact that cash compensation paid to our executive officers is generally low compared to the competitive market, particularly given that there have been no increases to base salaries; and

internal parity among our executive officers.

FY 2023 Performance Equity Award Payout

As described in our Proxy Statement for FY 2023, the Compensation Committee granted PSUs to our named executive officers in FY 2023 (the “FY 2023 PSUs”).

The FY 2023 PSUs were tied to our net sales CAGR (weighted 60%) and Adjusted EBITDA CAGR (weighted 40%) performance for the three-year performance period from April 1, 2022 to March 31, 2025 (the “FY 2023 PSU Performance Period”), with an additional 25% payout if our e.l.f. Cosmetics brand increased market share over the FY 2023 PSU Performance Period (based on applicable Nielsen xAOC data as of dates roughly corresponding to the beginning and end

2025 Proxy Statement55
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of the FY 2023 PSU Performance Period). Each FY 2023 PSU represented the right to receive up to 2.25 shares of our common stock upon vesting.

A visual depiction of the calculation of the payout for the FY 2023 PSUs is shown below:

Net Sales CAGR Payout+Adjusted EBITDACAGR Payout+Market Share Gain Payout=FY 2023 PSU Payout(%)
achievement factorx60%achievement factorx40%25%only if achieved

The net sales CAGR and Adjusted EBITDA CAGR goals for the FY 2023 PSUs were as follows:

FY 2023 PSU Net Sales CAGR and Adjusted EBITDA CAGR Goals
net sales CAGR · achievement factor(1) · adjusted EBITDA CAGR · achievement factor(1)
below target<4%0%<4%0%
target≥4%100%≥4%100%
maximum level≥9%200%≥9%200%
(1)The achievement factors correspond, on a linear basis, to net sales CAGR and Adjusted EBITDA CAGR performance between target and maximum level. For example, if the net sales CAGR performance or the Adjusted EBITDA CAGR was 6.5%, the achievement factor assigned would be 150%.

Given the prospect of continued disruptions from COVID-19 in consumer behavior and global supply chain challenges in June 2022 when the performance levels were set, the Compensation Committee believed that the performance levels required for payout of the FY 2023 PSUs were challenging and rigorous and were aligned with our then-publicly announced three-year long-range plan.

Our performance with respect to the FY 2023 performance metric over the FY 2023 PSU Performance Period were as follows:

FY 2023 PSU Performance Metrics Achievement
net sales CAGR · adjusted EBITDA CAGR · e.l.f. Cosmetics market share(1)
49.6%58.4%12.5%
(1)Nielsen xAOC L52WE 3/22/25

The net sales CAGR performance and the Adjusted EBITDA CAGR performance were each greater than the maximum respective performance levels for the FY 2023 PSUs and our e.l.f. Cosmetics brand’s market share of 12.5% as of March 22, 2025 was greater than our e.l.f. Cosmetics brand’s market share of 5.8% as of March 26, 2022 (each based on applicable Nielsen xAOC data) and, as such, resulted in an overall payout of the FY 2023 PSUs of 225%.

562025 Proxy Statement
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The payouts for the FY 2023 PSUs for our named executive officers were as follows:

FY 2023 PSU Payouts
nametarget(number of PSUs)actual payout(% of target)actual payout(number of shares issued)
Tarang Amin79,780225%179,505
Mandy Fields41,790225%94,028
Josh Franks41,790225%94,028
Kory Marchisotto41,790225%94,028
Scott Milsten41,790225%94,028

FY 2025 Equity Awards

Consistent with its practice in FY 2024, the Compensation Committee decided to grant equity awards to all our named executive officers in FY 2025 as follows:

50% of the shares underlying equity compensation (based on target achievement of performance goals) granted in the form of time-based RSUs, which, in order to enhance retention and align with the long-term interests of our stockholders, vest over a four-year period in four substantially equal annual installments, subject to continued service through each vesting date (except with respect to a qualifying retirement (as defined under the heading “Executive Compensation—Compensation Discussion and Analysis—Other Compensation Information—Retirement Plans and Policies”)); and

50% of the shares underlying equity compensation (based on target achievement of performance goals) granted in the form of PSUs to continue to closely align the executive officer’s compensation with our strong pay-for-performance culture and focus on the delivery of substantial value to our stockholders.

For FY 2025, the Compensation Committee approved increases in the target equity compensation level for all our named executive officers. In approving these adjustments, the Compensation Committee took into consideration our net sales and Adjusted EBITDA growth, our sustained strong company performance (including, at the time the Compensation Committee set our FY 2025 executive compensation, the achievement of 20 consecutive quarters of net sales growth (and the corresponding statistic that only five public consumer companies (including e.l.f. Beauty) out of 274 had grown for 20 straight quarters and averaged at least 20% sales growth per quarter) and the market share growth of our e.l.f. Cosmetics and e.l.f. SKIN brands), the significant percentage of equity in the form of PSUs and market benchmarks and perspectives on market pay levels as provided by its independent compensation consultant. Additionally, the Compensation Committee took into consideration that we have a relatively small executive team, and each member is tasked with overseeing multiple departments and company initiatives.

2025 Proxy Statement57
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Below is a summary of the equity awards granted to our named executive officers in FY 2025:

FY 2025 Equity Awards
type of award · number of awards(1) · grant date fair value(2)
Tarang AminPSUs18,834$3,699,939
RSUs18,834$3,699,939
Mandy FieldsPSUs11,198$2,199,847
RSUs11,198$2,199,847
Josh FranksPSUs11,198$2,199,847
RSUs11,198$2,199,847
Kory MarchisottoPSUs11,198$2,199,847
RSUs11,198$2,199,847
Scott MilstenPSUs11,198$2,199,847
RSUs11,198$2,199,847
(1)Represents the number of shares of our common stock issuable upon vesting if we achieve the net sales CAGR and Adjusted EBITDA CAGR at target performance levels, but the market share gain performance metric is not achieved.
(2)Represents the aggregate grant date fair value of the applicable equity awards granted to the named executive officer, calculated in accordance with FASB ASC Topic 718 for stock-based compensation transactions, disregarding the effects of estimated forfeitures. For a discussion of the valuation of these equity awards, see Notes to Consolidated Financial Statements at Note 12 in the 2025 Annual Report. These amounts do not reflect the amount the named executive officer has actually realized or will realize from the equity awards upon the vesting thereof or the sale of the shares underlying such equity awards.

The FY 2025 PSUs were issued in June 2024 and were structured the same as the PSUs granted in FY 2024 (the “FY 2024 PSUs”) (with upward adjustments to all performance levels required for payout). The FY 2025 PSUs are tied to our net sales CAGR (weighted 60%) and Adjusted EBITDA CAGR (weighted 40%) performance for the three-year performance period from April 1, 2024 to March 31, 2027 (the “FY 2025 PSU Performance Period”), with an additional 25% payout if our e.l.f. Cosmetics brand achieves the market share gains performance metric target over the FY 2025 PSU Performance Period (based on applicable Nielsen xAOC data as of dates roughly corresponding to the beginning and end of the FY 2025 PSU Performance Period). The maximum payout for the FY 2025 PSUs is 225%.

A visual depiction of the calculation of the payout for the FY 2025 PSUs is shown below:

Net Sales CAGR Payout+Adjusted EBITDACAGR Payout+Market Share Gain Payout=FY 2025 PSU Payout(%)
achievement factorx60%achievement factorx40%25%only if achieved
582025 Proxy Statement
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The correlation between achievement of each of our net sales CAGR and Adjusted EBITDA CAGR goals and the corresponding achievement factor is as follows:

FY 2025 PSU Achievement Factor Correlation to Performance
net sales CAGRachievement factor(1)adjusted EBITDA CAGRachievement factor(1)
below target0%below target0%
target100%target100%
maximum200%maximum200%
(1)The achievement factors correspond, on a linear basis, to performance between target and maximum level. The achievement factors do not correspond, on a linear basis, between below target and target. For example, if the net sales CAGR performance is halfway between the target and maximum performance goals, the achievement factor assigned will be 150%.

The FY 2025 PSUs will vest in a single installment, subject to continued service (except with respect to a qualifying retirement) and to the extent earned, upon the Compensation Committee’s certification of our achievement following the FY 2025 PSU Performance Period. Factoring in the relevant opportunities and risks, the performance levels for the FY 2025 PSUs were rigorous, aggressive and challenging, and only attainable with sustained strong performance. We believe this three-year cliff vesting helps to retain our executive officers through the completion of the FY 2025 PSU Performance Period and helps to incentivize long-term performance.

An example calculation of the payout for the FY 2025 PSUs is shown below. This example assumes net sales CAGR performance is at target (resulting in an achievement factor of 100%), the Adjusted EBITDA CAGR performance is at the maximum (resulting in an achievement factor of 200%), and our e.l.f. Cosmetics brand achieves the market share gain performance metric over the FY 2025 PSU Performance Period (resulting in an additional 25% payout). The FY 2025 PSU payout would be 165% of target calculated as follows:

Net Sales CAGR Payout+Adjusted EBITDACAGR Payout+Market Share Gain Payout=FY 2025 PSU Payout165%
achievement factor of 100%x60%achievement factor of 200%x40%25%
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.