e.l.f. Beauty, Inc.
For the period ended Aug 20, 2026. Filed Jul 8, 2026.
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Aug 20, 2026 · Filed Jul 8, 2026
Contents
Compensation Setting Process
| Intro | Board | Corp. Governance | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annex |
Compensation Setting Process
Roles and Responsibilities
Our 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 what our Compensation Committee believes is the appropriate balance of risk and reward without encouraging excessive or inappropriate risks that would have a material adverse impact on e.l.f. Beauty. Our Compensation Committee, management and our independent compensation consultant work closely in managing our executive compensation program. A summary of each of their roles and responsibilities (and other relevant information) is set forth below.
| Compensation Committee | |
|---|---|
| • | Reviews and approves individual executive compensation decisions, including compensation for each of our executive officers (including our Chief Executive Officer), and new hire packages and employment agreements for new executive officers, as well as severance and change in control provisions. |
| • | 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 evaluate the competitiveness of executive officer and non-employee director compensation programs. |
| • | 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 compensation plans and arrangements for our executive officers and non-employee directors. |
| • | Considers stockholder feedback and all other factors to help align our executive compensation program with the interests of e.l.f. Beauty and our stockholders and long-term value creation. |
| • | Evaluates the independence of its outside advisers, including the compensation consultant and outside legal counsel, considering the six independence factors established by the SEC and the NYSE. |
| Management | |||
|---|---|---|---|
| Chief Executive Officer | Chief People Officer | ||
| • | Reviews and makes recommendations regarding the salary, short-term incentive compensation targets and other compensation for our executive officers (other than with respect to his own compensation). | • | Assists our 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 matters related to employee engagement and human capital management. |
| 2026 Proxy Statement | 51 |
|---|
| Intro | Board | Corp. Governance | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annex |
| Compensation Consultants (1) | |
|---|---|
| • | Our Compensation Committee has engaged Aon’s Human Capital Solutions practice, a division of Aon plc. (“Aon”), an independent compensation consultant, to advise our Compensation Committee with respect to our overall executive compensation programs, including peer group selection and competitive market assessment, market insights and trends in executive compensation. |
| • | Aon reports directly to our Compensation Committee and does not provide any non-compensation related services to e.l.f. Beauty. |
| (1) | Based on an assessment of the six independence factors established by the SEC and listing standards of the NYSE, our Compensation Committee determined that the engagement of Aon does not raise any conflicts of interest or similar concerns and that Aon is independent. |
Peer Group
To assess the competitiveness of our executive compensation program, our 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. In consultation with Aon, our Compensation Committee, in addition to considering the factors listed in the previous sentence, selected companies that generally fell within the range of 0.5x to 2.5x of our then-current trailing twelve-month revenue and within the range of 0.3x to 3x of our then current 30-day average market capitalization.
While the peer group data is used to assess the competitiveness of our compensation program, it is only one of a number of factors used to make final pay decisions. Our Compensation Committee annually reviews and approves changes to the peer group based on the recommendation of its independent compensation consultant. As part of our Compensation Committee’s periodic review of our compensation peer group, our Compensation Committee, with assistance from Aon, approved the following peer group for setting executive compensation for FY 2026:
| FY 2026 Peer Group | ||
|---|---|---|
| •BellRing Brands, Inc.(NYSE: BRBR) | •Edgewell Personal Care Company (1)(NYSE: EPC) | •Shutterstock, Inc.(NYSE: SSTK) |
| •Boot Barn Holdings, Inc.(NYSE: BOOT) | •Movado Group, Inc.(NYSE: MOV) | •The Buckle, Inc. (1)(NYSE: BKE) |
| •CAVA Group, Inc.(NYSE: CAVA) | •Olaplex Holdings, Inc.(NASDAQ: OLPX) | •The Simply Good Foods Company(NASDAQ: SMPL) |
| •Celsius Holdings, Inc.(NASDAQ: CELH) | •Planet Fitness, Inc.(NYSE: PLNT) | •WD-40 Company(NASDAQ: WDFC) |
| •Coty Inc.(NYSE: COTY) | •Revolve Group, Inc.(NYSE: RVLV) | •YETI Holdings, Inc.(NYSE: YETI) |
| (1) | Added to the peer group for FY 2026. | |
| * | The Beauty Health Company was removed from the peer group as it fell outside one or more of the selection considerations. Chuy’s Holdings, Inc. was removed from the peer group as it was acquired. | |
When the peer group was adopted in February 2025 (using data from December 31, 2024), we were at the 50 th percentile for trailing twelve-month revenue and the 82 nd percentile for 30-day average market capitalization.
| 52 | 2026 Proxy Statement |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.