e.l.f. Beauty, Inc.

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.

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 2026 for our Chief Executive Officer and the average for our other named executive officers are as follows:

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. Our Compensation Committee reviews the base salaries of our 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 2026 Base Salaries

In FY 2026, our Compensation Committee maintained base salaries at the prior year’s levels for all of our named executive officers, which were the same levels established at the time of each named executive officer’s hire. In making this determination, our Compensation Committee considered our overall compensation philosophy of providing the majority of executive 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 base salaries for FY 2026 for our named executive officers were as follows:

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 our 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 interests across our organization, as all e.l.f. Beauty employees participate in the same annual cash incentive compensation plan;

•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 for their performance over the long-term.

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 our Compensation Committee early in the applicable fiscal year) and a funding percentage of the annual cash incentive plan. The funding percentage is based on our performance with respect to predetermined financial measures chosen by our 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.

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

The funding percentage of the annual cash incentive plan is determined based on our performance of the predetermined financial measures relative to the performance targets chosen by our Compensation Committee.

If the threshold performance level is not achieved, the funding percentage is 0% and no annual cash incentive is paid. If the threshold performance level is achieved, the funding percentage is 80%. If the target performance level is achieved, the funding percentage is 100%. If the maximum performance level is achieved or exceeded, the funding percentage is 200%. For performance between threshold and target, and between target and maximum, the funding percentage is calculated on a linear basis. For example, if actual performance is halfway between the threshold and target levels, the funding percentage would be 90%. If actual performance is halfway between the target and maximum levels, the funding percentage would be 150%.

Our Compensation Committee reviews the target annual cash incentive opportunities of our executive officers on an annual basis. In FY 2026, our Compensation Committee maintained target annual cash incentive opportunities at the prior year’s levels for all of our named executive officers. In making this determination, our Compensation Committee considered our overall compensation philosophy and pay mix, including that, while annual cash incentive is an at-risk component of total compensation tied to achievement of our annual performance objectives, our philosophy is to limit the cash component of, and emphasize the equity component of, our named executive officers’ total compensation.

The target annual cash incentive opportunities for FY 2026 for our named executive officers were as follows:

FY 2026 Annual Cash Incentives

Since we became publicly traded in 2016, our annual cash incentive plan has been based on Adjusted EBITDA performance against pre-established targets. When we have performed well against those targets, our executive officers and employees have been eligible to receive annual cash incentive payouts of up to 200% of target. When performance has fallen below the threshold level, no annual cash incentive has been paid.

For FY 2026, our Compensation Committee again chose Adjusted EBITDA as our annual cash incentive plan performance metric because it is a key measure we use to understand and evaluate our operational performance and because our 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.

Consistent with prior practice, in May 2025 our Compensation Committee set the Adjusted EBITDA threshold, target and maximum performance goals for the FY 2026 annual cash incentive plan based on the then-Board-approved budget for FY 2026. At the time our Compensation Committee established the initial FY 2026 annual cash incentive plan goals, we were operating in a dynamic environment with significant economic uncertainty as a result of various macroeconomic factors, including elevated and rapidly evolving tariffs, significant uncertainty regarding future tariff rates, the threat of an international trade war and its potential impact on economies worldwide, and declining consumer sentiment. The majority of our products are sourced and manufactured in China and beginning in early 2025, the Trump administration announced significantly higher tariffs (which peaked at 170% during FY 2026) on substantially all products of Chinese origin. Despite these uncertainties, our Compensation Committee determined to maintain a pre-established, performance-based annual incentive framework rather than rely on discretionary determinations.

Our Compensation Committee believed setting the initial goals in May 2025 preserved our pay-for-performance philosophy, provided clear performance objectives for management, and reinforced accountability for financial results, including actions by management seeking to mitigate the impact of tariffs. In setting the initial goals, our Compensation Committee considered our then-current operating plan and expectations, the then-current tariff environment and uncertainty, the fact that increased tariffs represented a factor that was subject to change and largely outside of our control, broader macroeconomic conditions, and the level of performance required to achieve the applicable payout opportunities. Based on these considerations, our Compensation Committee believed the initial FY 2026 annual cash incentive plan goals were rigorous and appropriately calibrated at the time they were established.

In October 2025, following the closing of the rhode acquisition in August 2025 and before performance under the FY 2026 annual cash incentive plan was substantially known, our Compensation Committee revisited and, consistent with our pay-for-performance philosophy, increased the plan’s Adjusted EBITDA threshold, target and maximum performance goals, making achievement of the goals more challenging.

In setting the updated goals, our Compensation Committee considered, among other things, rhode’s expected contribution to our financial performance, an opinion that some of the uncertainty in the tariff environment was beginning to settle (dropping from 170% in early FY 2026 to 55% in October 2025), and our strong FY 2025 Adjusted EBITDA performance of $295 million (which represented approximately a 25% year-over-year increase). In light of our strong FY 2025 Adjusted EBITDA performance and our then-current FY 2026 operating expectations and plan, and despite average tariffs in FY 2026 more than doubling compared to average tariffs in FY 2025 (which we estimated increased our annualized cost of goods by approximately $17 million for every 10% increase in tariffs in FY 2026), our Compensation Committee set the target Adjusted EBITDA goal for the FY 2026 annual cash incentive plan at $285 million (which represented a modest 3.4% decrease from our strong FY 2025 Adjusted EBITDA performance) and updated the corresponding threshold and maximum goals accordingly. Our Compensation Committee believed these updated performance goals were appropriately challenging and would require strong performance to achieve.

The final Adjusted EBITDA threshold, target and maximum performance goals and the corresponding funding percentages for the FY 2026 annual cash incentive plan were as follows:

Consistent with past practice, the FY 2026 annual cash incentive plan was self-funded, meaning that our Adjusted EBITDA performance in FY 2026 needed to be sufficient to generate profit to pay the annual cash incentive payouts for FY 2026 and to generate profit for e.l.f. Beauty and our stockholders.

We achieved approximately $335 million in Adjusted EBITDA in FY 2026, after funding of the annual cash incentive plan. This Adjusted EBITDA performance resulted in an overall funding percentage of 200%.

The annual cash incentive payouts for FY 2026 for our named executive officers were as follows:

The annual cash incentive payouts for FY 2026 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 overall company performance 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, our 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 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 2026 Equity Awards

Consistent with its practice over the past fiscal years, our Compensation Committee decided to grant equity awards to all our named executive officers in FY 2026 as follows:

•50% of the shares underlying equity awards were 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 except with respect to termination of employment due to death); and

•50% of the shares underlying equity awards were 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.

The split between time-based RSUs and PSUs was based on the number of RSUs and PSUs granted, with the PSUs measured at target performance.

Our Compensation Committee reviews the target equity compensation level for our executive officers on an annual basis. In FY 2026, our Compensation Committee maintained target equity compensation levels at the prior year’s levels for all of our named executive officers. In making this determination, our Compensation Committee considered the increases in equity compensation levels approved for prior years and determined that the existing target levels continued to appropriately reflect each executive’s role, responsibilities, performance and expected contributions, while supporting our retention objectives and aligning executive compensation with long-term stockholder value creation.

Below is a summary of the equity awards granted to our named executive officers in FY 2026:

The FY 2026 PSUs were granted in June 2025 and were structured largely consistent with the PSUs granted in FY 2025, with a 225% maximum payout for the FY 2026 PSUs. The FY 2026 PSUs provide for a payout of 100% to 175% based on our net sales CAGR performance for the three-year performance period from April 1, 2025 to March 31, 2028. The FY 2026 PSUs also include two market share performance metrics, each of which is measured on a binary basis: (i) an additional 25% payout if our e.l.f. Cosmetics brand’s market share as of the end of the performance period is greater than its market share as of the beginning of the performance period, and no payout for that metric if it is not; and (ii) an additional 25% payout if the market share of our e.l.f. SKIN and Naturium brands, on a combined basis, as of the end of the performance period is greater than their combined market share as of the beginning of the performance period, and no payout for that metric if it is not.

Unlike the PSUs granted in FY 2025, the FY 2026 PSUs do not include Adjusted EBITDA CAGR as a performance metric. In setting the FY 2026 PSU performance metrics, our Compensation Committee determined not to include Adjusted EBITDA CAGR as a performance metric because of the significant uncertainty and limited visibility regarding tariffs and their potential impact over the three-year performance period. At the time the FY 2026 PSUs were granted, the tariff environment was highly dynamic, making it difficult to establish long-term Adjusted EBITDA CAGR goals that our Compensation Committee believed would be sufficiently informed, appropriately challenging, and aligned with management accountability. Our Compensation Committee also considered that the Adjusted EBITDA CAGR would be measured from our FY 2025 Adjusted EBITDA result, which was not impacted by the high tariff levels enacted at or around the beginning of FY 2026. As a result, significant tariff-related costs outside of management’s control could materially affect the CAGR calculation, even if we delivered strong Adjusted EBITDA performance over the performance period. In light of these considerations, our Compensation Committee selected FY 2026 PSU performance metrics that it believed better aligned with the Company’s long-term strategic priorities, management accountability and sustainable stockholder value creation at the time the FY 2026 PSUs were granted.

A visual depiction of the calculation of the payout for the FY 2026 PSUs is shown below:

The correlation between achievement of each of our net sales CAGR goal and the corresponding achievement factor is as follows:

The FY 2026 PSUs, to the extent earned, will vest in a single installment on June 3 after the end of the performance period, subject to continued service (except in limited cases described under the heading “Executive Compensation Tables—Potential Payments upon Termination or Change in Control”). Any vesting will depend on the number of PSUs earned based on performance and our Compensation Committee’s certification of results.

After considering the relevant opportunities and risks, our Compensation Committee determined that the FY 2026 PSUs appropriately align our named executive officers with long-term stockholder value creation. Our Compensation Committee also determined that the performance goals were rigorous, aggressive and challenging, and would be attainable only with sustained strong performance. We also believe the three-year cliff vesting structure helps retain our executive officers through the full performance period and incentivizes long-term performance.

An example calculation of the payout for the FY 2026 PSUs is shown below. This example assumes net sales CAGR performance is at target (resulting in an achievement factor of 100%), our e.l.f. SKIN and Naturium brands, on a combined basis, achieve the applicable market share gain performance metric over the FY 2026 PSU Performance Period (resulting in an additional 25% payout), and our e.l.f. Cosmetics brand achieves the applicable market share gain performance metric over the FY 2026 PSU Performance Period (resulting in an additional 25% payout). The FY 2026 PSU payout would be 150% of target calculated as follows:

FY 2024 PSU Payout

As described in our Proxy Statement for the fiscal year ended March 31, 2024 (“FY 2024”), our Compensation Committee granted PSUs to our named executive officers in FY 2024 (the “FY 2024 PSUs”).

The FY 2024 PSUs provided for a payout of 100% to 200% based on our net sales CAGR performance, weighted 60%, and Adjusted EBITDA CAGR performance, weighted 40%, for the three-year performance period from April 1, 2023 to March 31, 2026 (the “FY 2024 PSU Performance Period”). The FY 2024 PSUs also included an additional market share performance metric measured on a binary basis: an additional 25% payout if our e.l.f. Cosmetics brand’s market share as of the end of the FY 2024 PSU Performance Period was greater than its market share as of the beginning of the FY 2024 PSU Performance Period, and no payout for that metric if it was not. Each FY 2024 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 2024 PSUs is shown below:

The net sales CAGR goals and Adjusted EBITDA CAGR goals for the FY 2024 PSUs were as follows:

At the beginning of the FY 2024 PSU Performance Period, our e.l.f. Cosmetics brand’s market share was 7.5% (based on applicable Nielsen xAOC data as of March 25, 2023).

When the performance levels for the FY 2024 PSUs were set in June 2023, our Compensation Committee believed the targets were rigorous, appropriately challenging, and aligned with our long-term strategic plan and stockholder value creation objectives.

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

The net sales CAGR performance and the Adjusted EBITDA CAGR performance were each greater than the maximum respective performance levels for the FY 2024 PSUs and our e.l.f. Cosmetics brand’s market share of 13.5% as of March 21, 2026 was greater than our e.l.f. Cosmetics brand’s market share of 7.5% as of March 25, 2023 (each based on applicable Nielsen xAOC data) and, as such, resulted in an overall payout of the FY 2024 PSUs of 225%.

The payouts for the FY 2024 PSUs for our named executive officers were as follows: