DEF 14A of Coty Inc., Sep 26, 2024

DEF 14A of Coty Inc.

Filed Sep 26, 2024 · FY20240001024305-24-000045

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS The Board has fixed the number of directors who will be nominated for election by the shareholders at the 2024 Annual Meeting at twelve, each director to hold office, in accordance with our Amended and Restated Certificate of Incorporation and Bylaws, until the next annual meeting or until his or her successor is duly elected and qualified. During the 2024 fiscal year, Gordon von Bretten was appointed to the Board on February 6, 2024, effective on April 1, 2024. The size of the full Board was increased appropriately upon such change to the Board’s composition. All nominees are currently serving as directors of the Company and, except for Mr. von Bretten, were elected by the stockholders. The nominees are: Maria Asuncion Aramburuzabala Larregui, Beatrice Ballini, Joachim Creus, Oliver Goudet, Peter Harf, Johannes P. Huth, Anna Adeola Makanju, Sue Y. Nabi, Isabelle Parize, Lubomira Rochet, Robert Singer and Gordon von Bretten. Proposal: Election of each nominee for director. Recommendation: The Board recommends a vote FOR the election of each nominee for director. Vote Required: Election of each nominee for director requires a plurality of the votes cast by the holder of Class A Common Stock and Series B Preferred Stock (on an as converted basis) voting together.

  2. Director Nominees

    Director Nominees

  3. Director Nominees

    | Director Age, Gender, Director Since | Management & leadership experience | Knowledge of beauty industry and of Coty | International business experience | Investment banking and finance expertise | People & organization development | Corporate governance | ESG | Legal, tax and public policy/regulatory experience | Digital new technologies, e-commerce, retail | | Beatrice Ballini 65, F, 2019 | ● | | ● | ● | ● | ● | | | | | Joachim Creus 47, M, 2019 | ● | | ● | ● | | ● | | ● | | | Olivier Goudet 59, M, 2013 | ● | | ● | ● | ● | | | | | | Peter Harf 76, M, 1996 | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Johannes Huth 63, M, 2020 | ● | | ● | ● | | ● | ● | | | | Maria Asuncion Aramburu-zabala Larregui 60, F, 2020 | ● | | ● | ● | ● | | | | ● | | Anna Makanju 47, F, 2020 | ● | | | | | ● | ● | ● | ● | | Sue Y. Nabi 56, F, 2020 | ● | ● | ● | | ● | | | | ● | | Isabelle Parize 67, F, 2020 | ● | ● | ● | ● | ● | | | | | | Lubomira Rochet 47, F, 2023 | ● | ● | ● | | ● | | | | ● | | Robert Singer 72, M, 2010 | ● | ● | ● | ● | | ● | ● | ● | | | Gordon von Bretten 51, M, 2024 | ● | ● | ● | ● | | | | | |

  4. Director Nominees

    We believe that each of the director nominees is well-qualified to serve on our Board and offers significant individual attributes and contributions important to our Board’s overall composition and functioning. The individuals nominated for election at our 2024 Annual Meeting bring valuable diversity to the Board.

  5. Director Nominees

    | Average Age | Gender | Average Tenure | Refreshment | | 60 | 50% | ~ 7 | 58% | | years | | years | | | | 6/12 are women | | 7/12 added in the last 4 years |

  6. Director Nominees

    The following biographical summaries provide details of their skills and experience considered by the Board in connection with this year’s director nomination process: Maria Asuncion Aramburuzabala Larregui joined the Board in December 2020. Ms. Aramburuzabala is President of the Board & CEO of Tresalia Capital, a leading global investor with investments and transactional experience throughout Latin America, Asia, Europe and the U.S. Tresalia has a particular expertise in consumer goods companies, with an investment portfolio including Anheuser-Busch InBev (ABI), Tory Burch, Kio Networks, Casper, Multiplan, Kraft-Heinz, Aliat, and Medistik, as well as early-stage investments like Kavak, Kovi, Editas, Minu, Miroculus, and GAIA. Ms. Aramburuzabala also serves as a Board Director for several global corporations and institutions, including serving on the boards of Anheuser-Busch InBev (ABI) and Grupo Modelo until 2023. She is one of Latin America’s most prominent business leaders and her achievements have been recognized by multiple institutions. Ms. Aramburuzabala graduated from Instituto Tecnológico Autónomo de México. Ms. Aramburuzabala Larregui brings to our Board significant leadership, management and business experience. Her extensive work experience in the Americas and Europe provides a valuable global perspective. Beatrice Ballini joined the Board in September 2019 and has served as the Chair of the RNC since June 2020. At the end of 2023, Ms. Ballini was named Operating Partner of VAM Investments, a private equity fund. Since September 2023, Ms. Ballini is a member of the board of Gruppo Florence, an integrated manufacturing hub in Italy for the international luxury sector. Until June 30, 2023, Ms. Ballini served as a senior member of the Retail Practice at Russell Reynolds Associates, a global leadership advisory and search firm, where she led the family business services and was a leader of the Board and CEO Advisory Partners group. Prior to joining Russell Reynolds Associates more than 20 years ago, Ms. Ballini was the Chief Executive Officer of a prominent men’s clothing manufacturer in Milan where she assisted with the company’s strategic growth. Prior to that, she held positions at Goldman Sachs & Co. and Bain & Co. Ms. Ballini has also taught in the Master in Marketing program at Sciences Politiques in Paris and is a member of the European, Middle Eastern, South Asian & African Executive Board of the MIT Sloan School of Management. She holds a laurea degree in chemical engineering from the Polytechnic of Milan, a Master of Science from the Massachusetts Institute of Technology and an MBA from the MIT Sloan School of Management. Ms. Ballini brings to our Board significant leadership, management and business experience and an understanding of executive skill and training, human capital management and Board governance. Joachim Creus joined the Board in 2019. Mr. Creus has served as a Managing Partnerand Vice Chairman at JAB Holding Company S.à r.l. (“JAB Sarl”) since March 2021. In January 2024, he was appointed as CEO of JAB Sarl. He previously served as Partner, General Counsel and Head of Tax at JAB Sarl since October 2010. Mr. Creus has held various executive officer roles at several JAB Group entities from time to time. Prior to joining JAB Sarl, he served as a Tax Director at Siemens from 2007 and held other legal- and tax-related positions at Rödl & Partner and Tiberghien Lawyers from 2000. He is also a director of JDE Peets N.V. and Keurig Dr Pepper Inc. Mr. Creus holds several degrees from KU Leuven and an LL.M. in International Tax Law from Vienna University of Economics and Business. Mr. Creus brings to our Board more than 20 years of experience in managing complex legal and tax matters and transactions in law firm, corporate and fund environments, including deal structuring, financing, contract negotiation and antitrust matters. His extensive work experience in Europe, Asia and North America provides a global perspective on business, tax and law. Olivier Goudet joined the Board in 2013. Mr. Goudet is a Senior Investment Advisor of JAB Sarl and was previously its Managing Partner and Chief Executive Officer from 2012 to December 2023. He serves as Chairman of Krispy Kreme Doughnuts, Inc. He is also a director of Keurig Dr Pepper Inc. (since July 2018), JDE Peet’s N.V., Pret A Manger, Panera Brands, NVA (a pet healthcare company) and Sages S.A.S. He served as a director of Anheuser-Busch InBev SA/NV from 2011 to April 2019, serving as Chairman of the Board from 2016 to April 2019. He served as a director of Anheuser-Busch InBev SA/NV from 2011 to April 2019, serving as Chairman of the Board from 2016 to April 2019. He is the former Executive Vice President and Chief Financial Officer of Mars, Incorporated and served as an independent advisor to the Mars, Incorporated Board of Directors. Mr. Goudet began his career at Mars, Incorporated, serving on the finance team of its French business and held several senior executive positions at the VALEO Group, including Group Finance Director. Mr. Goudet holds a Degree in Engineering from l’Ecole Centrale de Paris and graduated from the ESSEC Business School in Paris with a major in Finance. Mr. Goudet brings to our Board extensive financial expertise and senior executive experience, including experience in strategic planning and leadership of complex organizations, as well as significant governance and oversight experience attained through his tenure as a director of several public companies. In addition, Mr. Goudet has significant experience overseeing transformational mergers and integration. Peter Harf joined the Board in 1996 and has served as Chairman of the Board since November 2018. Mr. Harf served as Chief Executive Officer of the Company from 1993 to 2001, as interim Chief Executive Officer from May 31, 2020 to August 31, 2020, as Chairman of the Board from 2001 to 2011 and Chair of the RNC from 2011 until December 2016. He is a Managing Partner and Chairman of JAB Sarl, having joined JAB Sarl in 1981, and Managing Director of Lucresca SE and Agnaten SE, privately-owned holding companies affiliated with JAB Group. Mr. Harf is also the interim Chairman of JDE Peet’s N.V. He is also co-founder and Executive Chairman of Delete Blood Cancer DKMS. Previously, he served as Deputy Chairman of Reckitt Benckiser plc and Chairman of Anheuser-Busch InBev SA/NV, Chairman of Espresso House Holding AB and Director of Panera Bread Company, Pret A Manger, Caribou Coffee Company/Einstein Noah, Krispy Kreme Doughnuts Inc., Keurig Dr Pepper Inc. and Compassion First. Mr. Harf holds a Master of Business Administration degree from Harvard Business School and a Diploma and a Doctorate in Economics from the University of Cologne in Germany. As our former Chief Executive Officer, Mr. Harf has intimate knowledge of our business and operations and brings a valuable perspective to the Board. In addition, Mr. Harf brings to our Board more than 30 years of experience in our industry, including executive, operating, strategic planning and international business experience. In light of his background and experience, we believe that Mr. Harf is also well qualified to serve as Chairman of the Board.

  7. Director Nominees

    Johannes Huth joined the Board in May 2020 and serves as Vice Chairman of the Board and as Lead Independent Director since June 13, 2023. Mr. Huth is a senior advisor of KKR, an investment firm, and, before 2024, he was a Partner of KKR and Chairman of KKR's operations in Europe, the Middle East and Africa. He joined KKR in May 1999 and has served as a member of KKR's Management Committee and several of its Investment Committees. Prior to joining KKR, Mr. Huth was a member of the Management Committee of Investcorp and jointly responsible for Investcorp's operations in Europe. From 1986 to 1991, he worked at Salomon Brothers, where he was a Vice President in the Mergers and Acquisitions departments in London and New York. Mr. Huth is a member of the Board of Axel Springer SE, a digital publishing company based in Germany, Roompot, a vacation parks group based in the Netherlands, and Marshall Wace Ltd., a hedge fund. He is the Chairman of Invest Europe, a trade association, President of the Musée des Arts Décoratifs, Paris, trustee of the Städel Museum in Frankfurt and the American Academy in Berlin, Member of Council and Chairman of the Audit Committee, LSE, a member of the Global Advisory Board of the University of Chicago Booth School of Business, and a member of the board of the Foundation of the Frankfurt Zoological Society, which supports nature conservation and animal welfare. He is a Visiting Fellow of Oxford University and a Fellow of the Royal Society of Arts. Mr. Huth earned a BSc with Highest Honors from the London School of Economics and an MBA from the University of Chicago. Mr. Huth brings to our Board extensive investment banking, management and leadership experience from his many years at KKR and other investment banking and management firms. His extensive work experience in Europe, the Middle East and Africa provides a valuable global perspective. Anna Adeola Makanju joined the Board in December 2020. Ms. Makanju is a renowned expert in global policy who brings over 15 years of experience across U.S. government and leading private sector companies. Ms. Makanju currently serves as VP of Global Impact at OpenAI, a leading AI research and deployment company, leading OpenAI’s work with policymakers around the world to advance its mission to ensure that artificial intelligence benefits humanity. From 2018 to 2021, Ms. Makanju served in senior policy positions at Facebook, including as Global Policy Manager for content regulation. Ms. Makanju served as a Special Adviser for Europe and Eurasia to then-Vice President, now President Joseph R. Biden, focusing on policy and engagement strategies with 51 countries, including Russia and Turkey. She has also served as a Senior Adviser to the U.S. Ambassador to the United Nations and as Director for Russia on the U.S. National Security Council. As an attorney, Ms. Makanju practiced international law at Cleary Gottlieb Steen & Hamilton LLP and international criminal tribunals in the Hague. Ms. Makanju serves as a director of Panera Brands Inc. Ms. Makanju received her B.A. from Western Washington University and holds a J.D. with Pro Bono Distinction from Stanford Law School. Ms. Makanju brings to our Board significant policy advisory and legal and regulatory experience, including expertise on environmental, social and governance matters, as well as extensive work experience with leading companies in the digital and technology sectors. Sue Y. Nabi joined the Board in September 2020 in connection with her appointment as our Chief Executive Officer. Prior to joining the Company as its Chief Executive Officer, Ms. Nabi was the founder and chief executive officer of the ultra-luxury skincare line, Orveda from 2017. Ms. Nabi began her career at L’Oréal in 1993 and in 2005, she became the Worldwide President of L’Oréal where she helped boost the growth of its makeup brands, and in 2009, she was named the Worldwide President of Lancôme, where she contributed to its revival, including breakthrough product and brand successes, and served until 2013. Ms. Nabi has an Advanced Master’s degree in Marketing Management from ESSEC (Paris Business School) and an engineering degree in Agronomy and Environment. Ms. Nabi brings to our Board her abilities as a global innovator and beauty industry entrepreneur, as well as her 20 years of leadership experience at L’Oreal, including breakthrough product and brand successes, her ability to build and manage diverse, multi-functional global teams and strategic transformations. Isabelle Parize joined the Board in February 2020. Ms. Parize has served as Chief Executive Officer and Chairman of the Board of Directors of DELSEY, SA, a luggage and travel accessories company since September 2018, having served as Chief Executive Officer at DELSEY Paris from November 2018 to July 2021 and then Chairman. Prior to that, she was Chief Executive Officer of Douglas Holding SA, a German fragrance and cosmetics retail company, from 2016 until March 2018 and Chief Executive Officer at Nocibe, a French fragrance and cosmetics retail company, from 2011 to 2016. Ms. Parize is also a director and chair of the audit committee of Carbios, a green biotechnology company focused on plastic recycling, which is publicly listed outside the United States. Ms. Parize also serves as a director of FLO Health Inc., a private company that provides mobile application services for women’s health. Ms. Parize previously served as a director and member of the audit committee of Air France-KLM S.A. from 2014 to 2023 and Pandora Group, a Danish jewelry company from 2019 to 2021. Ms. Parize is an MBA graduate from Ecole Superieure de Commerce de Paris. Ms. Parize brings to our Board extensive operational and leadership experience in global beauty and cosmetics businesses as well as international retail and brand execution via omni-channel and digital and strategic turnarounds. She also brings governance and advisory experience from serving on the boards of other public companies. Lubomira Rochet joined our Board of Directors in January 2023. Ms. Rochet has been a Partner at JAB Holding Company since 2021. Previously, she served as Chief Digital Officer and member of the Executive Committee at L’Oréal for seven years (2014-2021), where she was responsible for transforming the cosmetics company to a “digital-first” business across 35 international beauty brands and 120 markets. Before joining L’Oréal, Ms. Rochet also served in management positions at CapGemini and Microsoft. In 2010, she became Deputy CEO of Valtech, a leading digital marketing agency, where she worked across a variety of sectors, including luxury, fashion and FMCG, to accelerate their digital, data and tech transformation. Ms, Rochet has served as a director of Keurig Dr Pepper since June 2021, and serves as an independent director of Societe General, a leading European bank, since 2017. She is also a director of JAB controlled entities including Brandtech Group, a technology company; Alan, a digital health insurance company; Gardyn, a food produce technology company; Espresso House Holding, AB; NVA, a pet healthcare company; Panera Brands; Pret Parent Holding; Independence Pet Holdings, Inc.; Pinnacle Pet Group Limited; and Bally International. Ms. Rochet previously served on the board of directors of Krispy Kreme, Inc. She holds a degree from Ecole Normale Supérieure in Paris, Sciences Po Paris, and the College of Europe in Bruges (Belgium). Ms. Rochet has deep expertise in digital marketing, ecommerce, direct-to-consumer selling and the use of data, technology and innovative business models. Ms. Rochet brings to the Board a recognized digital transformation track record, significant knowledge of the beauty industry and unique perspectives on driving growth through digital leadership and consumer engagement.

  8. Director Nominees

    Robert Singer joined the Board in 2010, and has served as Chair of the Audit and Finance Committee since 2017. From May 31, 2020 to June 13, 2023, he served as Lead Independent Director. From 2006 to 2009 he served as Chief Executive Officer of Barilla Holding S.p.A., an Italian food company, and before that, he served as the President and Chief Operating Officer of Abercrombie and Fitch Co. from 2004 to 2005. He served as Chief Financial Officer of Gucci Group N.V. from 1995 to 2004. Mr. Singer started his career at Coopers & Lybrand in 1977. Mr. Singer has served as a director and chair of the audit committees of Swarovksi International Holding AG since 2021, Keurig Dr Pepper Inc. since July 2018, and Panera Brands since September 2017, and has provided similar services to certain private companies affiliated with JAB Group. From 2019 to 2022, Mr. Singer served as a member of the board of the private fashion company, Acne Studios, and continues to provide consulting services to the company. Mr. Singer has served as an advisor to the private equity firm IDG Capital, a private equity firm, since November 2018, and served as a senior advisor to CCMP Capital Advisors, LLC from 2011 to January 2016. Mr. Singer also served as a director and Chairman of the audit committee of Jimmy Choo PLC from September 2014 to 2017 and Tiffany & Co. from 2012 to 2021, and as a director of Gianni Versace S.p.A. from 2009 to December 2016 and of Mead Johnson Nutrition from 2009 to June 2017. He received a Bachelor of Arts Humanities degree from Johns Hopkins University, a Master of Arts degree in Comparative Literature from University of California, Irvine and graduated from New York University with a Master of Science in Accounting. Mr. Singer brings to our Board many years of operating, financial and executive experience, including in the fashion industry. Mr. Singer has significant public company board and audit committee experience and extensive risk management experience. Gordon von Bretten joined the Board in April 2024 and currently serves as a Partner of JAB. From June 2020 to March 31, 2024, Mr. von Bretten served as Chief Transformation Officer of the Company. Prior to joining the Company, from 2015 to 2020, he served as an operating partner at KKR Capstone, a team of operating professionals at KKR, focusing on corporate carve-outs and procurement and supply chain value creation across the KKR private equity portfolio. He also previously served in a variety of leadership roles in industry and management consulting, including with Klöckner Pentaplast, Alix Partners, and A.T. Kearney, focusing on restructuring and performance improvement. Mr. von Bretten holds a Bachelor degree in International Business from IBS, Lippstadt (Germany) and an M.B.A. from Wilfrid Laurier University in Waterloo (Canada). Mr. von Bretten brings to the Board more than 30 years of experience in leading strategic initiatives, creating value and performance enhancement. As our former Chief Transformation Officer, Mr. von Bretten has close knowledge of our transformation agenda and current challenges in the beauty industry.

  9. Director Compensation

    Director Compensation The following summary describes compensation paid to directors in fiscal year 2024.

  10. Non-Employee Directors Compensation for Fiscal Year 2024

    Non-Employee Directors Compensation for Fiscal Year 2024 The following table sets forth compensation information for our non-employee directors in fiscal year 2024.

  11. Non-Employee Directors Compensation for Fiscal Year 2024

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2)(3) | Option Awards ($) | Total ($) | | Maria Asuncion Aramburuzabala Larregui | 120,000 | 270,750 | — | 390,750 | | Beatrice Ballini | 150,000 | 270,750 | — | 420,750 | | Joachim Creus | 120,000 | 270,750 | — | 390,750 | | Olivier Goudet | 120,000 | 270,750 | — | 390,750 | | Peter Harf | 250,000 | 487,350 | — | 737,350 | | Johannes Huth | 150,000 | 270,750 | — | 420,750 | | Anna Adeola Makanju | 120,000 | 270,750 | — | 390,750 | | Isabelle Parize | 120,000 | 270,750 | — | 390,750 | | Lubomira Rochet | 120,000 | 270,750 | — | 390,750 | | Robert Singer | 150,000 | 270,750 | — | 420,750 | | Gordon von Bretten | 29,589 | 73,290 | — | 102,879 |

  12. Non-Employee Directors Compensation for Fiscal Year 2024

    | (1) Amounts represent annual cash compensation for service as a director, Chairman, Lead Independent Director or AFC or RNC Chair, as applicable. Amounts are prorated based on the anticipated period of each director’s service during the fiscal year at the time of payment. Mr. von Bretten served on the Board from April 1, 2024 through the 2024 annual meeting in November 2024. His prorated annual RSU awards for service through such annual meeting were granted on April 1, 2024. The prorated annual cash retainer for Mr. von Bretten in the amount of 29,589 for his fiscal year 2024 service will be paid in November 2024. | | (2) Amounts represent the grant date fair value of RSUs issued to non-employee directors on November 15, 2023 (unless otherwise indicated) calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”). See Note 22 “Share-Based Compensation Plans” in the notes to our Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended June 30, 2024 for certain assumptions used to calculate the valuation. | | (3) Presented below are the aggregate number of shares of Class A Common Stock underlying RSUs held by the non-employee directors as of June 30, 2024: |

  13. Non-Employee Directors Compensation for Fiscal Year 2024

    | Name | Total Number of Shares of Class A Common Stock Underlying RSUs Outstanding as of June 30, 2024 | Total Number of Shares of Class A Common Stock Underlying Stock Options Outstanding as of June 30, 2024 | | Maria Asuncion Aramburuzabala Larregui | 88,287 | — | | Beatrice Ballini | 107,808 | — | | Joachim Creus | 106,547 | — | | Olivier Goudet | 110,000 | — | | Peter Harf | 210,000 | — | | Johannes Huth | 64,452 | — | | Anna Adeola Makanju | 88,287 | — | | Isabelle Parize | 108,468 | — | | Lubomira Rochet | 37,293 | — | | Robert Singer | 110,000 | — | | Gordon von Bretten | 6,164* | — |

  14. Non-Employee Directors Compensation for Fiscal Year 2024

    | * Mr. von Bretten served on the Board from April 1, 2024 through the 2024 annual meeting in November 2024. His prorated annual RSU awards for service through such annual meeting were granted on April 1, 2024. |

  15. Elements and Design of Executive Compensation

    Elements and Design of Executive Compensation As the Company has now moved from its transformation agenda to a stable strategic platform, the RNC undertook a comprehensive re-assessment of our executive compensation principles for implementation beginning in fiscal 2024. Following the Company’s stabilization, the RNC sought to evolve Executive Committee compensation to align with a more consistent business environment, with an increased emphasis on benchmarking for company size and complexity, individual executive experience, and the potential for growth over time. In addition, based in part on investor feedback, the RNC sought to strengthen the link between individual reward (both short and long-term) and Company performance, and also to reduce the gaps between Executive Committee compensation levels and other senior leaders to improve market competitiveness for talent. As previously disclosed, in May 2023, the Company implemented a new compensation program for our CEO, designed to include a mix of short-term and long-term incentives to promote the successful development and execution of our ambitious global business strategy and the achievement of mid-term and long-term goals. Key terms include: •no increase in base salary; •eligibility for annual cash incentive awards tied to performance metrics; •a one-time service-vested long-term equity award granted in May 2023, with graded vesting over five years, weighted towards the final years to encourage retention; and •the annual grant of performance restricted stock-units tied to the achievement of cumulative performance over a three-year period. This significant redesign of our compensation program was extended to our Executive Committee and senior leaders for fiscal 2024. Our revised compensation program consists of base salary, annual cash incentive awards under our Annual Performance Plan (“APP”) and long-term equity awards under our Equity and Long-Term Incentive Plan, as from time to time amended (“ELTIP”). Excluding the specific arrangements for Mses. Blazewicz and von Bayern, whose target equity compensation was reduced in fiscal 2024 impacting the quantum of total annual target compensation, annual salary generally accounts for less than 25% of total annual target compensation. Variable pay under our APP and ELTIP will continue to be the most significant element of our standard NEO compensation program, however, NEOs that are Executive Committee members will not be eligible for additional service-based RSU award grants for the five-year vesting horizon of the 2024 grant. We also provide certain benefits and perquisites in line with general practice in the country in which the NEO resides and certain payments in lieu of pensions. The Company’s fiscal year 2024 standard executive compensation program applicable to the NEOs consisted of the following principal elements:

  16. Elements and Design of Executive Compensation

    | Compensation Element | Method for Establishing its Value | Form of Payment | Who Establishes Objectives and Participation | | Base Salary | Compensation Peer Group analysis, adjusted, as applicable, to reflect merit-based increases. | Cash | Except with respect to their own compensation, the Chief People & Purpose Officer (“CPPO”) and the CEO recommend, subject to RNC review and approval. | | APP: Annual Incentive | Collective performance as defined by performance metrics applicable to each NEO | Cash | Except with respect to their own compensation, the CPPO and the CEO recommend, subject to RNC approval of: (i) NEO participation level in and awards under the annual incentive program and (ii) corporate objectives. RNC determines performance against corporate objectives. | | ELTIP: Long-Term Incentive | Compensation Peer Group analysis adjusted to reflect the total pool size and subjective review of NEO individual performance. | For members of our Executive Committee, one time grant of RSUs with a five-year graded vesting period from the grant date. For non-Executive Committee members, annual grant of RSUs with a three-year ratable vesting period. | Except with respect to their own compensation, the CPPO and the CEO recommend target grant levels for each NEO, subject to RNC approval of: (i) target grant levels and (ii) evaluation of performance against target. | | PRSU: Performance Based Long-Term Incentive | Performance metrics applicable to each NEO based on the Company’s performance against specified performance metrics. | RSUs with a three-year cliff vest period from the grant date, | Except with respect to their own compensation, the CPPO and the CEO recommend, subject to RNC approval of: (i) NEO participation level in and awards under the long-term incentive program and (ii) corporate objectives. RNC determines performance against corporate objectives. |

  17. Base Salary and Target Incentive Compensation Determinations

    Base Salary and Target Incentive Compensation Determinations The RNC annually reviews each executive officer’s target total direct compensation, which is comprised of annual base salary, target annual cash bonus (short-term incentive) and target annual equity-based compensation, target performance-based equity-based compensation (long-term incentives), as described in more detail below. These targets are generally based on a percentage of the NEO’s annual base salary and level and scope of responsibility and are reviewed regularly. Competitive Compensation. Our compensation program for our NEOs is designed to compensate our NEOs competitively to ensure that we attract and retain the right talent to deliver stockholder value. We benchmark our compensation against a peer group of companies that includes companies against whom we compete for key talent (the “Compensation Peer Group”), which is described more fully below. We generally target total direct NEO compensation at or around the median of the Compensation Peer Group and provide the NEOs with the opportunity to earn total direct compensation toward the third quartile of the Compensation Peer Group based on exceptional performance. Annual Salary Determination. We pay base salaries to provide executives with a secure, fixed base of cash compensation in recognition of individual responsibilities and job performance. Consistent with our pay-for-performance philosophy, base salary generally accounts for less than 25% of each NEO’s fiscal year 2024 target total direct compensation (excluding the specific arrangements for Mses. Blazewicz and von Bayern, whose target equity compensation was reduced in fiscal 2024 impacting the quantum of total annual target compensation). Salary levels are typically set and reviewed annually by the RNC and in connection with the appointment of a new executive. Salaries and any salary increases are approved by the RNC after a comparative analysis of base salaries for similar positions among the Compensation Peer Group. When determining base salaries, the RNC considers external competitive market conditions in addition to total direct compensation targets and personal performance and internal comparisons. Annual Cash Bonus plan. In fiscal 2024, the RNC introduced the APP, our annual cash bonus plan, as a key component to further incorporate performance philosophy into the compensation program for our Executive Committee. Our APP is designed to stimulate achievement of business results by linking highly performance-based, at-risk annual cash incentives up to a set maximum amount to the achievement of collective performance targets. In addition to establishing individual target percentages of annual salary for each NEO, the RNC establishes collective performance metrics based on key business objectives that we believe drive Company performance and stockholder value. We generally believe that setting several, interdependent, enterprise-wide targets provides meaningful, measurable goals and aligns the APP with Company performance and value creation. We believe that the APP encourages, reinforces and rewards delivery of financial and operational performance that should directly impact stockholder value. The establishment of APP performance metrics and the determination of the achievement against those goals to establish the APP payout is described in greater detail below. Long-Term Incentive Equity Compensation. We seek to closely align the interests of our NEOs with those of our stockholders through a compensation program in which a significant portion of total compensation is paid through equity-based long-term incentives. We have adopted the ELTIP, which governs all equity awards granted to employees after its adoption in 2013. Our equity compensation programs are intended to encourage retention of, and long-term focus by, our NEOs by giving them an ownership stake in our future growth and financial success, and we believe that long-term equity-based compensation provides direct alignment between our NEOs’ and stockholders’ interests. Under our revised compensation program, we incorporate a mix of service-based and performance-based equity awards to appropriately incentivize the achievement of long-term business performance goals and sustainable growth, while offsetting the risk of overemphasis on any one metric or time period. Generally, the RNC determines a target value and split for equity-based awards for each NEO generally based on level, job scope and impact. — Service-Based Equity Awards. Under the revised compensation program, each of the Executive Committee NEOs received a one-time award in the form of RSUs under the ELTIP, with a five-year graded vesting period (15%, 15%, 20%, 20% 30%), and senior leaders (including Ms. Srinivasan) who are not members of the Executive Committee receive annual awards in the form of RSUs under the ELTIP, with three-year ratable vesting (33%, 33%, 33%). This new structure for service-based equity awards is intended to rebalance the annual quantum of awards across senior leaders responsible for driving long-term success. The RNC believes this structure helps ensure long-term retention of key executive talent and a longer-term strategic perspective. Our equity compensation programs are intended to encourage retention of, and long-term focus by, our NEOs by giving them an ownership stake in our future growth and financial success. — Performance-Based Equity Awards. Under our revised compensation program, each NEO receives an annual award of PRSUs, with three-year cliff vesting, subject in each case to the achievement of cumulative three-year performance objectives and the executive’s continued employment through the applicable vesting date. The performance objectives for such grant are determined by the RNC in advance of the annual grant process in October. The performance objectives for the PRSUs granted to NEOs in 2024 (including the May 2023 PRSU grant to Ms. Nabi) are described in more detail below. See “Fiscal Year 2024 Long-Term Equity Compensation — Performance-Based Equity Awards”. Compensation Arrangements for Named Executive Officers. In fiscal year 2024, the RNC continued to carefully consider the appropriate levels and mix of compensation to establish incentives that are linked to the Company’s goals and align the executives’ interests with those of the stockholders and are also consistent with internal and external competitive comparisons. It also continued implementation of more standardized confidentiality, non-competition, and non-solicitation agreements. Sue Y. Nabi, Chief Executive Officer. During fiscal 2024, there were no additional changes to the compensation arrangements for Ms. Nabi previously announced in May 2023. The performance objectives applicable to the May 4, 2023 PRSU awards were determined by the RNC in connection with the Company’s annual grant program as described below. Amended Employment Agreement On May 4, 2023 the Board and Ms. Nabi entered into an amendment to that certain employment agreement dated as of October 13, 2020, as amended by the amendment (the “Amendment”) setting forth the terms of the fiscal 2024 compensation arrangements for Ms. Nabi, effective July 1, 2023. Ms. Nabi’s renewed compensation agreement is anchored on a long-term equity program which runs through 2030. The agreement includes a significant portion of performance related shares alongside a performance related bonus, which are intended to further align all stakeholders’ interests and incentivize strategic growth, recognizing that the Company has now moved from its transformation agenda to a stable strategic platform. Annual Bonus Plan

  18. Base Salary and Target Incentive Compensation Determinations

    Under the terms of the fiscal 2024 arrangement, in addition to her annual base salary in the amount of €3,000,000, which remains unchanged, effective July 1, 2023 Ms. Nabi is eligible to participate in the Company’s performance-based Annual Bonus Plan. Ms. Nabi will participate under the Annual Bonus Plan with a target of 100% of her Base Salary, a maximum of 200%, and a minimum of 0% if certain threshold conditions are not achieved. The performance objectives for the Annual Bonus Plan are determined annually by the RNC. Nabi Equity Program Under the terms of the new arrangement, the Board has designed a long-term equity program for Ms. Nabi (the “Nabi Equity Program”) with equity awards vesting through 2030. Pursuant to the terms of the Amendment, on May 4, 2023 the Company granted Ms. Nabi a one-time award of 10,416,667 RSUs (the “RSU Award”), which will vest and settle in shares of the Company’s Class A Common Stock over five years on the following vesting schedule: (i) 15% of the RSU Award on September 1, 2024, (ii) 15% of the RSU Award on September 1, 2025, (iii) 20% of the RSU Award on September 1, 2026, (iv) 20% of the RSU Award on September 1, 2027; and (v) 30% of the RSU Award on September 1, 2028, in each case subject to Ms. Nabi’s continued employment through the applicable vesting date. In addition, on May 4, 2023, pursuant to the terms of the new arrangement the Company also granted Ms. Nabi an award of 2,083,333 PRSUs, which will fully vest on September 1, 2026 subject to the achievement of three-year performance objectives and subject to Ms. Nabi’s continued employment. The new arrangement also provides for an additional annual award of 2,083,333 PRSUs that the Company will grant to Ms. Nabi on or around each of September 1, 2024, September 1, 2025, September 1, 2026, and September 1, 2027, which will vest on the third-year anniversary of the respective grant date, subject in each case to the achievement of three-year performance objectives and Ms. Nabi’s continued employment through the applicable vesting date. Reload Options In the event that Ms. Nabi enters into a “tag along” agreement with the Company’s largest stockholder, JAB Beauty B.V. (“JAB”), and Ms. Nabi participates in a “tag along” sale with JAB whereby JAB and Ms. Nabi sell shares of Common Stock for cash in a privately negotiated transaction (i.e., not a public offering), subject to Board approval the Company will grant Ms. Nabi new options to acquire shares of Common Stock (the “Reload Options”) in an amount equal to the number of shares sold by Ms. Nabi in such transaction. The Reload Options will have a strike price equal to the greater of the volume weighted average price for shares at the time of the relevant transaction and the fair market value on the date of grant. Compensation Arrangements for Other Named Executive Officers. Since the beginning of our transformation in 2020, a significant portion of NEO total compensation has been paid through annual service-based long-term equity-based (RSU) awards. Consistent with the compensation plan of Ms. Nabi, the new compensation arrangements for the other NEOs for fiscal 2024 also include a portion of performance related shares alongside a performance related bonus, which are intended to further align all stakeholders’ interests and incentivize strategic growth. Laurent Mercier, Chief Financial Officer. On September 28, 2023, the RNC approved a new compensatory arrangement for Mr. Mercier, effective October 1, 2023. Under the terms of the fiscal 2024 arrangement, his annual base salary in the amount of €825,000, remains unchanged. Under the terms of the new arrangement, Mr. Mercier became eligible to participate in the APP with a target of 70% of his base salary, a maximum of 200%, and a minimum of 0% if certain threshold conditions are not achieved. Mr. Mercier’s fiscal 2024 long-term equity award was comprised of: •a one-time award of 559,625 RSUs vesting as follows: 15% on October 19, 2024, 15% on October 19, 2025, 20% on October 19, 2026, 20% on October 19, 2027 and 30% on October 19, 2028., in each case subject to certain vesting conditions and exceptions including Mr. Mercier’s continued employment through the applicable vesting date. •an award of 111,925 PRSUs, which will fully vest on October 19, 2026 subject to the achievement of the applicable three-year performance objectives and subject to Mr. Mercier’s continued employment. Ms. Blazewicz, Chief Legal Officer. On September 28, 2023, the RNC approved a new compensatory arrangement for Ms. Blazewicz, effective October 1, 2023. Under the terms of the compensation arrangement, Ms. Blazewicz was entitled to an annual base salary in the amount of $800,000 effective October 1, 2023 (an increase from her previous annual base salary of $750,000) and again, on June 26, 2024, increased to $850,000 effective July 1, 2024 in recognition of her outstanding contributions. Under the terms of the fiscal 2024 arrangement, Ms. Blazewicz is eligible to participate in the APP with a target of 70% of her base salary, a maximum of 200%, and a minimum of 0% if certain threshold conditions are not achieved. Ms. Blazewicz’s fiscal 2024 long-term equity award was comprised of: •a one-time award of 432,435 RSUs vesting as follows: 15% on October 19, 2024, 15% on October 19, 2025, 20% on October 19, 2026, 20% on October 19, 2027 and 30% on October 19, 2028., in each case subject to certain vesting conditions and exceptions including Ms. Blazewicz’s continued employment through the applicable vesting date. •an award of 86,487 PRSUs, which will fully vest on October 19, 2026, subject to the achievement of three-year performance objectives and subject to Ms. Blazewicz’s continued employment. Ms. von Bayern, Chief Corporate Affairs Officer. On September 28, 2023, the RNC approved a new compensatory arrangement for Ms. von Bayern, effective October 1, 2023. Under the terms of the fiscal 2024 arrangement, Ms. von Bayern is entitled to an annual base salary in the amount of €800,000 effective October 1, 2023 (an increase from her previous annual base salary of €750,000). Ms. von Bayern is eligible to participate in the APP with a target of 70% of her base salary, a maximum of 200%, and a minimum of 0% if certain threshold conditions are not achieved. Ms. von Bayern’s fiscal 2024 long-term equity award was comprised of: •a one-time award of 305,250 RSUs vesting as follows: 15% on October 19, 2024, 15% on October 19, 2025, 20% on October 19, 2026, 20% on October 19, 2027 and 30% on October 19, 2028., in each case subject to certain vesting conditions and exceptions including Ms. von Bayern’s continued employment through the applicable vesting date. •an award of 61,050 PRSUs, which will fully vest on October 19, 2026, subject to the achievement of three-year performance objectives and subject to Ms.von Bayern’s continued employment. Ms. Srinivasan, Chief People & Purpose Officer. On April 1, 2024, the RNC approved a new compensatory arrangement for Ms. Srinivasan. Under the terms of the fiscal 2024 arrangement, effective April 1, 2024, she is entitled to an annual base salary in the amount of €473,000 (and increase from €430,000). Ms. Srinivasan is eligible to participate in the APP with a target of 55% of her base salary, a maximum of 200%, and a minimum of 0% if certain threshold conditions are not achieved. Ms. Srinivasan’s fiscal 2024 long-term equity award comprised: •an award of 21,876 RSUs vesting as follows: 33% on October 19, 2024, 33% on October 19, 2025, 34% on October 19, 2026, in each case subject to certain vesting conditions and exceptions including Ms. Srinivasan’s continued employment through the applicable vesting date. •an award of 21,876 PRSUs, which will fully vest on October 19, 2026, subject to the achievement of three-year performance objectives and subject to Ms.Srinivasan’s continued employment.

  19. Fiscal 2024 Annual Incentive Compensation Goals under the APP— Performance Metrics

    Fiscal 2024 Annual Incentive Compensation Goals under the APP— Performance Metrics We provide for the opportunity to earn annual incentive cash compensation awards under the APP. The APP is designed to stimulate achievement of business results by linking annual cash awards with the achievement of quantifiable performance measures. Performance Metrics. The RNC developed potential APP awards based on the achievement of performance targets for fiscal year 2024 for Coty Inc. and determined which targets would be applicable to each NEO, subject to adjustment for a variety of items, including acquisition and disposition activity. Consistent with its general historical approach, the RNC considered fiscal year 2024 APP targets based on three financial performance metrics that focus on top-line growth, enhancing profitability and deleveraging the balance sheet. The RNC set these collective performance targets across several performance measures based on our internal planning and forecasting processes as well as a comparison to fiscal 2024 performance. Each performance measure is weighted, and targets for each performance measure are set at “minimum”, “below”, “target”, “exceeds” award levels. Performance metrics are presented on a “constant currency” basis, meaning that the exchange rates used for calculating these performance metrics are the rates used for fiscal year 2023 actual results so that they are measured on an absolute basis (at the prior year exchange rates) and the impact of exchange rate fluctuations is neutralized. For APP purposes for fiscal 2024, the RNC determined that executive performance would be measured based on three financial metrics: (i) net revenue growth (on a like-for-like basis, adjusted for acquisitions and dispositions), (ii) EBITDA margin improvement (calculated as adjusted EBITDA as a percentage of like-for-like net revenue)and (iii) free cash flow (representing the cash that Coty generated after cash outflows to support operations and maintain its capital assets for the 2024 fiscal year). In addition, APP awards are conditioned on meeting a minimum Adjusted EBITDA threshold so that no awards will be paid if the minimum Adjusted EBITDA target is not met. These performance measures were selected because, among other things, the RNC, upon advice of management, believed at that time that they most accurately measured our performance in executing our business plan, with a focus on top line growth, margin expansion and cash flow generation. They were also intended to align our incentives with a focus on the metrics that were considered most important to the business. While each target was considered achievable, a superior level of performance was required to receive an award above the target level. The RNC has adopted performance metrics for the APP are non-GAAP financial measures, which exclude certain items that the RNC believes are not reflective of the Company’s ongoing operating performance. The RNC believes these performance metrics more accurately reflect our underlying financial and operating results. For descriptions and a reconciliation of adjusted EBITDA, free cash flow, like-for-like net revenue, which are non-GAAP financial measures, to the most directly comparable GAAP financial measure, please see our earnings release for the fourth quarter and full year ended June 30, 2024 furnished as Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 20, 2024. Target APP awards for each NEO were calculated as a percentage of such NEO’s base salary, ranging from 55% to 100% of each NEO’s base salary (as may be adjusted if the salary is changed during the fiscal year, and prorated over a partial year of service). For fiscal year 2024, this target award could be multiplied by a factor ranging from zero to 2.0 (200%) of such target award based on the level of performance attained against the performance metrics established under the APP, as shown in the tables below. In light of the relative importance of profitability improvement, only the achievement of above “target” in the EBITDA margin improvement metric can drive the factor above 1.0 (100%) and capped at 2.0 (200%). Each NEO’s APP award was based solely on the Company’s achievement with respect to these financial performance criteria. The RNC, upon the advice of management, selected these performance measures because it believed at that time that they were the most appropriate means to incentivize and measure achievement of our objectives. We believe that the APP encourages, reinforces and rewards delivery of financial and operational performance that should directly impact stockholder value. Our collective performance targets for Coty Inc. and each NEO under the APP are set forth below in “Fiscal Year 2024 Performance Targets under the APP”.

  20. Fiscal 2024 Annual Incentive Compensation Goals under the APP— Performance Metrics

    | Fiscal Year 2024 Performance Targets under the APP |

  21. APP Evaluation and Bonus Determination

    APP Evaluation and Bonus Determination Shortly after fiscal year 2024 was completed, the RNC assessed net revenue growth (LFL), EBITDA margin improvement and free cash flow performance to determine APP awards for the 2024 fiscal year. The RNC also set an aggregate amount available for payment of APP awards based on collective financial performance. Performance was measured against each of the established Coty Inc. targets. In its review of performance, the RNC determined whether performance meets targets set at “minimum”, “below”, “target”, “exceeds” award levels. If actual performance was between two award levels, the factor would be calculated pro rata between the two award levels based on actual performance. The actual performance and resulting payout factors approved by the RNC are provided in the last column of each of the Performance Target tables above. As a result, the RNC determined that the performance factor for Coty Inc. for the Fiscal Year 2024 Performance Period was a factor of 1.05 or 105% for the applicable NEOs. The APP awards are calculated after the end of the fiscal year and paid in a single payment (adjusted for taxes as applicable) in the second quarter of the following fiscal year. The following table shows the minimum, target and maximum amounts each NEO could have been awarded under the APP for fiscal year 2024 and the actual APP award calculation for each NEO:

  22. Fiscal Year 2024 Long-Term Equity Compensation

    Fiscal Year 2024 Long-Term Equity Compensation Annual Awards. The size of the total pool for equity-based awards to our employees as a whole under the ELTIP (including the NEOs) is based on the total number of employees and their target or notional grants for their respective job levels. The RNC determined that the maximum number of RSU awards available for the annual grant in fiscal year 2024 was a total pool valued at $63,900,000, based on the total number of employees and their target or notional grants for their respective job levels. When deciding whether to award annual grants, the RNC considers the collective performance of Coty Inc. during the fiscal year on which the awards are based and, where applicable, an employee’s individual performance in the fiscal year. As described above, all long-term equity awards granted to our Executive Committee NEOs in fiscal year 2024 were awarded in the form of RSUs with a five-year graded vesting period tied to continued employment with the Company and PRSUs with three-year cliff vesting subject to the achievement of performance metrics. All annual long-term equity awards granted to our non-Executive Committee NEO in fiscal year 2024 were awarded in the form of RSUs with a three-year ratable vesting period tied to continued employment with the Company and PRSUs with three-year cliff vesting subject to the achievement of performance metrics. Ms. Nabi did not receive any long-term equity award in fiscal 2024. For Mr. Mercier, Ms. Blazewicz and Ms. von Bayern, the RNC aggregated five years of annual awards, and then provided for graded vesting over five years, weighted towards the final years to encourage retention. The awards for Mr. Mercier had an annualized target value of $2,200,000, the awards for Ms. Blazewicz had an annualized target value of $1,700,000, and the awards for Ms. Bayern had an annualized target value of $1,200,000. The annual awards for Ms.Srinivasan had a target value of $430,000. After assessing the individual performance of each NEO, the RNC awarded each NEO his or her full target award. The number of RSUs and PRSUs granted was calculated by dividing the target value by the average Class A Common Stock closing price over the 30-day period prior to the grant date. The specific awards for the NEOs are shown in the table under the heading “Fiscal Year 2024 Grants of Plan-Based Awards”. When dividends on our Class A Common Stock are paid, dividend equivalent rights are accrued on the RSUs and are paid in cash upon vesting; the Board suspended the payment of dividends on our Class A Common Stock in April 2020. Performance-Based Equity Awards — Performance Metrics for Fiscal 2024 PRSU Awards The PRSU awards align the interests of the NEOs with those of shareholders by encouraging NEOs to focus on the long-term performance of the Company that create shareholder value. The Company uses established performance metrics, through the use of PRSU awards, to tie our long-term incentive awards to specific performance goals. The RNC set the PRSU targets listed below for the three-year performance period starting July 1, 2023 through June 30, 2026. The delivery of results against these targets will determine the ultimate payout for this portion of compensation.

  23. Fiscal Year 2024 Long-Term Equity Compensation

    | PRSU TARGETS FOR PERFORMANCE PERIOD JULY 1, 2023—JUNE 30, 2026 |

  24. Fiscal Year 2024 Long-Term Equity Compensation

    | Key Metrics: | Features: | | Adjusted Operating Income (1) | •60% weighting •cumulative over 3 fiscal years •7 performance tiers, with 0% to 100% maximum PRSUs earned | | Net Revenue (LFL) Growth | •30% weighting, •average over 3 fiscal years •7 performance tiers, with 0% to 100% maximum PRSUs earned | | ESG Rating Improvement | •10% weighting •assessed at end of 2026 |

  25. Fiscal Year 2024 Long-Term Equity Compensation

    (1) “Adjusted Operating Income” for purposes of PRSU Award calculations will be equal to Coty Inc. non-GAAP “adjusted operating income”, as publicly disclosed in the Coty Inc. earnings release for the applicable fiscal year. Adjusted operating income is defined as Operating Income, adjusted to exclude gains and losses from disposal, business structure realignment programs and acquisition-related costs. (2) “LFL Net Revenue” for purposes of PRSU Award calculations will be equal to Coty Inc. non-GAAP “like-for-like net revenue”, as publicly disclosed in the Coty Inc. earnings release for the applicable fiscal year. (3) “ESG Ratings Improvement” will mean the advancement of the Coty Inc. ESG rating maintained by a specified ratings provider significantly towards “low risk” (including environmental, social and governance factors). The RNC believes that using consolidated net revenue growth in both the short-term and long-term incentive performance metrics reinforces the Company’s continued emphasis on top-line growth and rewards continued focus on diversification of revenue streams. Similar to the performance metrics under the APP, the RNC has adopted performance metrics that use non-GAAP financial measures, which exclude certain items that the RNC believes are not reflective of the Company’s ongoing operating performance. The RNC believes these performance metrics more accurately reflect our underlying financial and operating results. For a description and reconciliation of adjusted EBITDA and adjusted net income, which are non-GAAP financial measures, to the most directly comparable GAAP financial measure, please see our earnings release for the fourth quarter and full year ended June 30, 2024 furnished as Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 20, 2024. In addition, in light of our commitment to our ESG initiatives, the RNC adopted an ESG Ratings Improvement metric, for a comprehensive and objective target designed to measure a company’s resilience to long-term, industry material ESG risks, and evaluates exposure to and management of ESG risks relative to peers, and that emphasizes the senior leadership team’s joint execution of Coty’s sustainability strategy.

  26. Additional Executive Compensation Information

    Additional Executive Compensation Information We believe our NEO compensation program follows best practices with respect to corporate governance and risk management, and includes the following principles: Stock ownership and retention guidelines. As described above, we strongly believe in encouraging stock ownership by our NEOs and have adopted stock ownership guidelines that apply to our executives and directors for so long as they serve as executives or directors. These guidelines provide that, after a five-year phase-in period, the Chief Executive Officer and the other members of the Executive Committee should invest in our shares in an amount equal to or exceeding a multiple of five and three times their annual base salary, respectively, and, in the case of our non-employee directors, three times his or her annual cash retainer. If a participant fails to achieve initial compliance within the phase-in period, the RNC may decide that the participant is ineligible to receive equity grants until the guidelines are met. Although the phase-in period has not concluded as of fiscal 2024, a majority of executives and directors subject to these guidelines have achieved initial compliance, and for those who have not, there is no reason to believe that they will not be in compliance. Hedging transactions prohibited. Our insider trading policy prohibits directors, officers and employees from engaging in short sales, derivatives trading and hedging involving our securities. No tax gross-ups. Any personal income taxes due as a result of compensation and/or perquisites are generally the responsibility of the NEOs. We do not provide tax gross-ups for golden parachute excise taxes. Incentives do not encourage excessive risk taking. We believe that our compensation program does not contain features that could potentially encourage excessive risk taking. In addition, we continue to utilize multiple performance measures under the APP applicable to senior leaders to reduce the risk of over concentration on a single business or financial metric. Our RSUs and other equity granted to our NEOs generally vest over a five-year graded or three-year ratable period tied to continued employment with the Company, and management has sizable unvested stock positions relative to their income, which together encourage focus on the long-term value of our stock, aligns management’s and stockholders’ interests and discourages excessive risk taking to optimize short-term and non-sustainable performance. No backdating or repricing of stock options. In fiscal year 2024, the annual equity grants were made in October 2023. Equity awards, including stock options, are never backdated. In addition, our equity incentive plans prohibit repricing of stock options and issuing stock options at below-market exercise prices, unless otherwise approved by our stockholders. Independent external experts engaged for executive compensation information. Each year since fiscal year 2010, the RNC has engaged an independent external expert to provide information with respect to executive compensation. Limited perquisites. NEO perquisites are reasonable and generally represent no more than 3.0% of each NEO’s total target compensation. See “Benefits and Perquisites” below. Double-trigger equity vesting upon a change in control. All active equity compensation plans and programs that provide for additional or accelerated payment or fully accelerated vesting in connection with a change in the control of the Company, including the ELTIP, require a “double-trigger”, which means that accelerated vesting of equity awards issued under the ELTIP will only occur upon a termination of employment in connection with a change in control and not simply as a result of the completion of a change in control transaction. Upon the occurrence of such events, the award vests in full. Clawback Policy. We adopted a Clawback Policy in fiscal 2020 and amended the policy in 2023 to reflect the adoption of SEC rules. Under our amended Clawback Policy, we may recoup incentive compensation paid to a Section 16 officer in the event an accounting restatement occurs as a result of material noncompliance under any financial reporting requirements. If the restated results would have afforded a lower incentive payout, the Board may, in its discretion, seek reimbursement of the difference for the three-year period preceding the restated period. Recoupment can include cancellation of unvested equity awards. With respect to fraud or willful misconduct, our amended Clawback Policy is unchanged from the original Clawback Policy adopted in 2020, which requires the clawback of any cash or equity incentive compensation for the three-year period preceding the restated period. Our amended policy applies to a broader group of executives and a broader definition of incentive compensation than the standards required by the Clawback Rules. A copy of our Clawback Policy was filed as Exhibit 97.1 to our Annual Report on Form 10-K for the year ended June 30, 2024. Insider Trading Policy. The Company has adopted an Insider Trading Policy governing the purchase, sale and other dispositions of the Company’s securities by its directors, officers, employees and contractors that the Company believes is reasonably designed to promote compliance with insider trading laws, rules and regulations (including both U.S. securities laws and the EU Market Abuse Regulation) and the listing standards applicable to the Company. A copy of our insider trading policy was filed as Exhibit 19.1 to our Annual Report on Form 10-K for the year ended June 30, 2024.

  27. Competitive Compensation and Peer Group Rationale

    Competitive Compensation and Peer Group Rationale In establishing compensation for our NEOs, we consider the compensation practices, structures and terms (such as the length and nature of applicable vesting periods and the mix of performance-vested and time-vested awards) of the Compensation Peer Group. We consider these practices to determine the competitiveness of individual compensation elements and total compensation of our NEOs. We seek to structure the forms and mix of our executive compensation program in a manner generally consistent with our peers and so that target total direct NEO compensation is at or around the median of the Compensation Peer Group and provides the NEOs the opportunity to earn higher total direct compensation based on exceptional performance in order to attract and retain talent. Individual pay to NEOs varies in accordance with experience, individual and collective performance and other factors determined by the RNC. Actual total direct compensation reported may also vary due to currency fluctuations. The Compensation Peer Group consists of companies that compete directly with us for executive talent and compete with us in the marketplace for business and investment opportunities, as well as global footprint and the complexity of the Company’s strategic, operational and financial transformation. In light of the Company’s ambitious strategic agenda, the RNC believes that comparators based on these characteristics are more meaningful than revenue or market capitalization alone. The RNC periodically reviews the companies included in the Compensation Peer Group, including in consultation with an independent external compensation expert. Our Compensation Peer Group used for compensation decisions in fiscal year 2024 included the following companies:

  28. Competitive Compensation and Peer Group Rationale

    | Beiersdorf | L’Oreal | | Colgate-Palmolive Company | The Procter and Gamble Company | | The Estée Lauder Company, Inc. | Puig | | Kenvue | Sephora (a subsidiary of LVMH) | | Kering | Ulta Beauty, Inc. | | LVMH Moet Hennessy - Louis Vuitton SE | Unilever PLC |

  29. Competitive Compensation and Peer Group Rationale

    The Compensation Peer Group included companies with a broad range of annual revenues, with a median of approximately $19.6 billion. As a result of the RNC review of the Peer Group in fiscal 2024, luxury beauty companies Kering and Puig have been added to the Peer Group that was used for compensation considerations for the fiscal year ending June 30, 2024, replacing Henkel AG & Co., and Kenvue (formerly the consumer healthcare division of Johnson & Johnson, including its skin health and beauty brands) replaced Johnson & Johnson. In light of investor and proxy advisor feedback, the RNC considered the inclusion of companies with a lower range of annual revenues, and as a result of the above changes, the median annual revenue of companies included in the Compensation Peer Group has reduced from $26.3 billion, and now ranges from $3.5 to $85 billion.

  30. Employment Agreements

    Employment Agreements We have entered into employment agreements with each of our NEOs. The employment agreements are described in “—Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table—Employment Agreements”.

  31. Independent External Experts Engaged by the Remuneration and Nomination Committee

    Independent External Experts Engaged by the Remuneration and Nomination Committee The RNC has engaged independent external experts to provide information with respect to our executive compensation. The independent external expert reports directly to the RNC, with input from certain members of senior management. All decisions with respect to the amount and form of NEO compensation under our executive compensation programs are made solely by the RNC and may reflect factors and considerations other than the information provided by the independent external expert. In fiscal year 2024, the RNC engaged Willis Towers Watson to provide information regarding competitive compensation peer group and compensation benchmarking data for NEO’s and executive-level positions, as well as information about market practices for equity compensation and plan governance. The RNC assessed the independence of Willis Towers Watson and concluded that Willis Towers Watson is independent and no conflict of interest exists that would prevent Willis Towers Watson from providing this information to the RNC.

  32. Summary Compensation Table

    Summary Compensation Table The following table sets forth information regarding fiscal year 2022, 2023 and 2024 compensation for our NEOs. Columns otherwise required by SEC rules are omitted where there is no amount to report.

  33. Summary Compensation Table

    | Name & Title* | Fiscal Year | Salary ($)(1) | Bonus ($)(1) | Stock Awards ($)(2) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($)(1) | All Other Compensation ($)(1)(3) | Total Compensation ($)(1)(4) | | Sue Y. Nabi, Chief Executive Officer | 2024 | 3,529,800 | — | — | — | 3,706,290 | 14,489 | 7,250,579 | | | 2023 | 3,549,000 | — | 145,875,000 | — | — | 5,486 | 149,429,486 | | | 2022 | 3,506,260 | — | — | — | — | 51,494 | 3,557,753 | | Laurent Mercier, Chief Financial Officer | 2024 | 910,548 | — | 6,467,027 | — | 661,494 | 154,373 | 8,193,442 | | | 2023 | 790,264 | — | 1,675,946 | — | — | 117,008 | 2,583,217 | | | 2022 | 603,842 | 340,370 | 1,601,522 | — | — | 117,445 | 2,663,179 | | Kristin Blazewicz, Chief Legal Officer | 2024 | 786,538 | — | 4,997,219 | — | 588,000 | 57,857 | 6,429,615 | | | 2023 | 750,000 | — | 2,700,139 | — | — | 33,849 | 3,483,988 | | | 2022 | 750,000 | — | 2,665,886 | — | — | 35,068 | 3,450,954 | | Anna von Bayern, Chief Corporate Affairs Officer | 2024 | 861,032 | — | 3,527,469 | — | 641,449 | 91,153 | 5,121,103 | | | 2023 | 784,213 | — | 2,700,139 | — | — | 22,885 | 3,507,237 | | | 2022 | 850,925 | — | 2,665,886 | — | — | 26,882 | 3,543,693 | | Priya Srinivasan, Chief People and Purpose Officer | 2024 | 396,341 | — | 421,332 | — | 277,670 | 78,329 | 1,173,672 | | | 2023 | — | — | — | — | — | — | — | | | 2022 | — | — | — | — | — | — | — | | Gordon von Bretten, former Chief Trans-formation Officer * | 2024 | 1,058,748 | — | 2,899,997(4) | — | — | 51,963 | 4,010,709 | | | 2023 | 1,342,021 | — | 2,899,997 | — | — | 62,940 | 4,304,958 | | | 2022 | 1,456,186 | 234,406 | 2,899,996 | — | — | 73,902 | 4,664,489 |

  34. Summary Compensation Table

    *Effective March 31, 2024, Gordon von Bretten, former Chief Transformation Officer of the Company, stepped down from his role at the Company. As of March 31, 2024, Mr. von Bretten ceased to be an executive officer of the Company (as defined under the rules and regulations promulgated by the SEC). Mr. von Bretten was appointed to the Board of Directors as of April 1, 2024.

  35. Summary Compensation Table

    | (1) The salary for each of Messrs. Mercier and von Bretten and Mses. Nabi, Blazewicz, Srinivasan and von Bayern reflects the amount of their annual salary paid in fiscal year 2024 during their periods of service to the Company. The salary paid to Ms. von Bayern, Ms. Blazewicz and Ms. Srinivasan reflects salary increases during the course of the year. The salary for each of Mr. Mercier, Mr. von Bretten and Ms. Srinivasan includes the Dutch “holiday allowance” statutorily required in the Netherlands. Mses. Srinivasan and von Bayern and Messrs. Mercier and von Bretten were paid in Euros. Mses. Nabi and Blazewicz were paid in U.S. dollars. Exchange rates for fiscal year 2024 compensation are calculated using the average monthly exchange rate during the fiscal year. | | (2) Amounts represent the grant date fair value of the RSUs granted in each year, in each case calculated in accordance with FASB ASC Topic 718. See Note 22, “Share-Based Compensation Plans” in the notes to our Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended June 30, 2024 for certain assumptions used to calculate the valuation. |

  36. Summary Compensation Table

    | (3) Amounts shown in the All Other Compensation column for fiscal year 2024 include the following: (a) For Ms. Nabi, employer contributions to the international healthcare plan for executives in the amount of $6,021 and reimbursement for tax services in the amount of $8,468; (b) For Mr. Mercier, a mobility allowance in the Netherlands in the amount of $26,181, employer contributions to the international healthcare plan for executives in the amount of $4,472; cash payments in the amount of $64,826 reflecting employer contributions exceeding the Dutch defined contribution plan “annual allowance”; and reimbursement for tax services associated with tax obligations across multiple jurisdictions in the amount of $58,893; (c) For Ms. Blazewicz, employer contributions of $47,933 under the Company’s 401(k) Savings Plan, a defined contribution plan, reimbursement for tax services in the amount of $4,607; and a $5,317 relocation allowance payment; (d) For Ms. von Bayern, a car allowance in the amount of $23,563, cash payments in the amount of $65,463 reflecting employer contributions related to the Italian defined contribution plan, and reimbursement for tax services of $2,127; (e) For Ms. Srinivasan, a mobility allowance in the Netherlands in the amount of $26,181, cash payments in the amount of $42,536 reflecting employer contributions exceeding the Dutch defined contribution plan “annual allowance”; and reimbursement for tax services in the amount of $9,065; (f) For Mr. von Bretten, cash payments in the amount of $50,632 reflecting employer contributions exceeding the Dutch defined contribution plan “annual allowance”; and reimbursement for tax services in the amount of $3,280. | | (4) Includes 234,221 RSUs from the October 19, 2023 grant that were forfeited on March 31, 2024 upon Mr. von Bretten’s separation from the Company. The grant date fair value of these forfeited RSUs was $2,255,548. |

  37. Fiscal Year 2024 Grants of Plan-Based Awards

    Fiscal Year 2024 Grants of Plan-Based Awards The following table and footnotes provide information on all grants of plan-based compensation under the Company’s plans made to NEOs during fiscal year 2024.

  38. Fiscal Year 2024 Grants of Plan-Based Awards

    | Name | Grant Date | Estimated Future Payments under Non-Equity Incentive Plan Awards (1) ($) | | | All Other Stock Awards: Number of Shares of Stock or Units(2) (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($) | | | | Minimum | Target | Maximum | | | | | | Sue Y. Nabi | — | — | — | — | — | — | — | — | | Laurent Mercier | 10/19/2023 | — | — | — | 671,550 | — | — | 6,467,027 | | Kristin Blazewicz | 10/19/2023 | — | — | — | 518,922 | — | — | 4,997,219 | | Anna von Bayern | 10/19/2023 | — | — | — | 366,300 | — | — | 3,527,469 | | Priya Srinivasan | 10/19/2023 | — | — | — | 43,752 | — | — | 421,332 | | Gordon von Bretten | 10/19/2023 | — | — | — | 301,142 | — | — | 2,899,997 |

  39. Fiscal Year 2024 Grants of Plan-Based Awards

    | (1) Represents the range of possible payments under the APP, our annual cash incentive program, based on each NEO’s base salary and APP target during the performance period. Mses. Nabi, Srinivasan and von Bayern and Mr. Mercier will be paid in Euros. Ms. Blazewicz will be paid in U.S. dollars. Mr. von Betten would have been paid in Euros. Exchange rates for fiscal year 2024 compensation are calculated using the average monthly exchange rate during the fiscal year. Awards under the APP are expected to be paid in October 2024. | | (2) Represents for Mr. Mercier and Mses. Blazewicz and von Bayern, the annual long-term incentive compensation awards under the ELTIP on October 19, 2023 of (a) RSUs with graded vesting over five years, subject to certain vesting conditions and exceptions; and (b) PRSUs which will fully vest on October 19, 2026 subject to the achievement of three-year performance objectives and subject to certain vesting conditions. Represents for Ms. Srinivasan, the annual long-term incentive compensation awards under the ELTIP on October 19, 2023 of (a) RSUs with ratable vesting over three years, subject to certain vesting conditions and exceptions; and (b) PRSUs which will fully vest on October 19, 2026 subject to the achievement of three-year performance objectives and subject to certain vesting conditions. Represents for Mr. von Bretten, the annual long-term incentive compensation awards under the ELTIP on October 19, 2023 of RSUs with graded vesting over three years; Mr. von Bretten was not awarded PRSUs. See “Compensation Discussion and Analysis — Fiscal Year 2024 Compensation Decisions and Structure — Fiscal Year 2024 Long-Term Equity Compensation”. |

  40. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table Employment Agreements The material terms of each NEO’s current employment arrangements are described below and under “Potential Payments upon Termination or Change-in-Control—Certain Additional Payments”, below: Sue Y. Nabi. Under her employment agreement, Ms. Nabi is our Chief Executive Officer. The employment agreement provides that her base salary, bonus opportunities and long-term incentive awards would be reviewed and set by the Board or a committee thereof. Ms. Nabi is entitled to participate in benefits programs generally made available to similarly-situated senior officers as set forth in her employment agreement. Ms. Nabi did not receive any additional compensation for her service as a director. Ms. Nabi agreed to be bound by certain restrictive covenants for the benefit of the Company, including non-competition and non-solicitation restrictions that will continue in effect for 12 months following her employment with the Company. Laurent Mercier. Under his employment agreement, Mr. Mercier has been our Chief Financial Officer since February 15, 2021. The employment agreement provides that his base salary, bonus opportunities and long-term incentive awards are reviewed and set by the Board or a committee thereof. Mr. Mercier is entitled to participate in benefits programs generally made available to similarly-situated senior officers as set forth in his employment agreement. Mr. Mercier agreed to be bound by certain restrictive covenants for the benefit of the Company, including non-competition and non-solicitation restrictions that will continue in effect for 12 months following his employment with the Company. Kristin Blazewicz. Under her employment agreement, Ms. Blazewicz is our Chief Legal Officer and General Counsel. The employment agreement provided that her base salary, bonus opportunities and long-term incentive awards would be reviewed and set by the Board or a committee thereof. Ms. Blazewicz is entitled to participate in benefits programs generally made available to similarly-situated senior officers as set forth in her employment agreement. Ms. Blazewicz agreed to be bound by certain restrictive covenants for the benefit of the Company, including non-competition and non-solicitation restrictions that continue in effect for six months following her employment with the Company, which period was extended to 12 months effective July 1, 2024. Anna von Bayern. Under her employment agreement, Ms. von Bayern is our Chief Corporate Affairs Officer. The employment agreement provided that her base salary, bonus opportunities and long-term incentive awards would be reviewed and set by the Board or a committee thereof. Ms. von Bayern is entitled to participate in benefits programs generally made available to similarly-situated senior officers as set forth in her employment agreement. Ms. von Bayern agreed to be bound by certain restrictive covenants for the benefit of the Company, including non-competition and non-solicitation restrictions that continue in effect for 12 months following her employment with the Company. Priya Srinivasan. Under her employment agreement, Ms. Srinivasan is our Chief People & Purpose Officer. The employment agreement provided that her base salary, bonus opportunities and long-term incentive awards would be reviewed and set by the Board or a committee thereof. Ms. Srinivasan is entitled to participate in benefits programs generally made available to similarly-situated senior officers as set forth in her employment agreement. Ms. Srinivasan agreed to be bound by certain restrictive covenants for the benefit of the Company, including non-competition and non-solicitation restrictions that continue in effect for 12 months following her employment with the Company. Gordon von Bretten. Under his separation agreement, Mr. von Bretten, our former Chief Transformation Officer, continued to serve in his role and received his fixed remuneration and benefits in kind until March 31, 2024 and received a severance amount of EUR 325,000 (less applicable withholding and statutory deductions) that was paid within a month of his separation. In addition, a pro rata portion of Mr. von Bretten’s outstanding equity awards under the Company’s Equity and Long-Term Incentive Plan vested on March 31, 2024, equal to 193,574 shares of the Company’s common stock (less withholding for taxes). Under the separation agreement, no other supplemental severance amounts were paid. Effective March 31, 2024, Mr. von Bretten ceased to be an executive officer of the Company (as defined under the rules and regulations promulgated by the SEC). Grants of Plan-Based Awards: Annual Equity Awards Annual equity awards are described and calculated as set forth above in “Compensation Discussion and Analysis—Fiscal Year 2024 Long-Term Equity Compensation”.

  41. Outstanding Equity Awards at 2024 Fiscal Year End

    Outstanding Equity Awards at 2024 Fiscal Year End The following table shows outstanding equity awards held by the NEOs as of June 30, 2024, the last day of our fiscal year. The market value of the shares of unvested RSUs is determined by multiplying the number of outstanding awards by $10.02 which was the closing price of our Class A Common Stock on June 28, 2024, the last trading day of our fiscal year. The market value does not reflect, nor in any way assures, that the amounts will correspond to the actual value that will be recognized by the NEOs upon vesting.

  42. Outstanding Equity Awards at 2024 Fiscal Year End

    | NEO | Option Awards | | | | | Stock Awards | | | | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | | | | | | | | 10,416,667(1) | 104,375,003 | | Sue Y. Nabi | | | | | | 2,083,333(2) | 20,874,997 | | | | | | | | 559,625(3) | 5,607,443 | | | | | | | | 111,925(4) | 1,121,489 | | Laurent Mercier | | | | | | 189,873(5) | 1,902,527 | | | | | | | | 83,067(6) | 832,331 | | | | | | | | 5,334(7) | 53,447 | | | | | | | | 432,435(3) | 4,332,999 | | Kristin Blazewicz | | | | | | 86,487(4) | 866,600 | | | | | | | | 305,907(5) | 3,065,188 | | | | | | | | 178,440(6) | 1,787,969 | | | | | | | | 305,250(3) | 3,058,605 | | | | | | | | 61,050(4) | 611,721 | | Anna von Bayern | | | | | | 305,907(5) | 3,065,188 | | | | | | | | 178,440(6) | 1,787,969 | | | | | | | | 21,876(8) | 219,198 | | Priya Srinivasan | | | | | | 21,876(4) | 219,198 | | | | | | | | 7,111(9) | 71,252 | | Gordon von Bretten | | | | | | —(10) | |

  43. Outstanding Equity Awards at 2024 Fiscal Year End

    | (1) Represents RSUs granted under the ELTIP to Ms. Nabi on May 4, 2023 with graded vesting over five years on the following vesting schedule: (i) 15% of the RSU Award on September 1, 2024, (ii) 15% of the RSU Award on September 1, 2025, (iii) 20% of the RSU Award on September 1, 2026, (iv) 20% of the RSU Award on September 1, 2027; and (v) 30% of the RSU Award on September 1, 2028, in each case subject to Ms. Nabi’s continued employment through the applicable vesting date. | | (2) Represents PRSUs granted under the ELTIP to Ms. Nabi on May 4, 2023 that will fully vest on September 1, 2026 subject to the achievement of three-year performance objectives and subject to Ms. Nabi’s continued employment. |

  44. Outstanding Equity Awards at 2024 Fiscal Year End

    | (3) Represents RSUs granted under the ELTIP on October 19, 2023 with graded vesting over five years on the following vesting schedule: (i) 15% of the RSU Award on October 19, 2024, (ii) 15% of the RSU Award on October 19, 2025, (iii) 20% of the RSU Award on October 19, 2026, (iv) 20% of the RSU Award on October 19, 2027; and (v) 30% of the RSU Award on October 19, 2028, subject to certain vesting conditions. | | (4) Represents PRSUs granted under the ELTIP on October 19, 2023 that will fully vest on October 19, 2026 subject to the achievement of three-year performance objectives, subject to certain vesting conditions. | | (5) Represents RSUs granted under the ELTIP on October 19, 2022, 25% of which vest on the first anniversary of the date of grant, 25% vest on the second anniversary of the date of grant, and 50% vest on the third anniversary of the date of grant, subject to certain vesting conditions. | | (6) For Mses. Blazewicz and von Bayern, represents RSUs granted under the ELTIP on October 19, 2021, 25% of which vest on the first anniversary of the date of grant, 25% vest on the second anniversary of the date of grant, and 50% vest on the third anniversary of the date of grant, subject to certain vesting conditions. For Mr. Mercier, represents RSUs granted under the ELTIP on November 26, 2021, 25% of which vest on October 19, 2022, 25% vest on October 19, 2023, and 50% vest on October 19, 2024, subject to certain vesting conditions. | | (7) Represents RSUs granted under the ELTIP on November 14, 2019 60% of which vest on the third anniversary of the date of grant and 20% of which vest on each of the fourth and fifth anniversaries of the date of grant, subject to certain vesting conditions. | | (8) Represents RSUs granted under the ELTIP on October 19, 2023 with graded vesting over three years on the following vesting schedule: 1/3 on the first anniversary of the date of grant, 1/3 on the second anniversary of the date of grant and 1/3 on the third anniversary of the date of grant, subject to certain vesting conditions. | | (9) Represents RSUs granted under the ELTIP to Ms. Srinivasan on April 4, 2023, 25% of which on the first anniversary of the date of grant, 25% vest on the second anniversary of the date of grant, and 50% vest on the third anniversary of the date of grant, subject to certain vesting conditions. | | (10) Pursuant to his separation agreement, a pro rata portion of Mr. von Bretten’s outstanding equity awards under the Company’s Equity and Long-Term Incentive Plan vested on March 31, 2024, equal to 193,574 shares of the Company’s common stock (less withholding for taxes). RSUs granted in connection with Mr. von Bretten’s service as a Director of the Company are disclosed in the section Non-Employee Directors Compensation for Fiscal Year 2024. |

  45. Fiscal Year 2024 Stock Vested

    Fiscal Year 2024 Stock Vested The following table provides information about the NEO’s stock awards that vested during fiscal year 2024. During fiscal year 2024, our NEOs did not exercise any stock options.

  46. Fiscal Year 2024 Stock Vested

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Sue Y. Nabi | 10,000,000 | 115,600,000 | | Laurent Mercier | 166,777 | 1,621,472 | | Kristin Blazewicz | 492,331 | 4,741,148 | | Anna von Bayern | 492,331 | 4,741,148 | | Priya Srinivasan | 2,370 | 26,212 | | Gordon von Bretten | 469,002 | 4,967,517 |

  47. Pension Benefits

    Pension Benefits We do not administer any pension programs that provide our NEOs with additional benefits from those offered to our other employees.

  48. Potential Payments upon Termination or Change-in-Control

    Potential Payments upon Termination or Change-in-Control We have entered into employment agreements and related Confidentiality, Non-Competition, and Non-Solicitation Agreements with each of our NEOs, and maintain certain incentive, equity and benefit plans in which our NEOs participate. These agreements and plans provide for certain payments and incremental benefits if an NEO’s employment is terminated under certain circumstances. These payments and benefits are described below. Equity Awards under the ELTIP: RSUs, Restricted Stock, Options, Treatment upon termination due to death, disability or retirement. A pro rata portion of all unvested Stock Options, unvested RSUs, unvested Stock Options or unvested Restricted Stock will vest on a pro rata basis in the event that the NEO’s employment is terminated due to death, disability or retirement. The pro rata amount is based on the number of days that have passed since the applicable award was granted. In the case of awards with the graded vesting schedule discussed above, the pro rata portion of the unvested award will equal the number of unvested RSUs (or other award) that would have become vested at the next scheduled vesting date multiplied by a fraction, the numerator of which is the number of days elapsed from the grant date, or the most recent vesting date, as applicable, to the date employment terminated, and the denominator of which is the number of days between the grant date or the most recent vesting date, as applicable, and the next scheduled vesting date for such portion of the award. Treatment upon termination for any reason other than retirement, death or disability (not following a change in control). All unvested Stock Options and unvested RSUs will be forfeited and canceled pursuant to their terms. Treatment upon a change in control. All active equity compensation plans and programs that provide for additional or accelerated payment or accelerated vesting in connection with a change in the control of the Company, including the ELTIP, require a “double-trigger”. Upon the occurrence of such events, the equity award vests in full. Certain Additional Payments Unless specified below, each NEO would not be entitled to any additional payments upon termination of his or her employment for any reason or a change in control, except for accelerated vesting under the ELTIP. •Ms. Nabi is entitled to six months’ notice of a termination of her employment agreement by the Company, or payment in lieu of such notice in an amount equal to the base salary to which she would have been entitled during the notice period, and monthly payments equal to her base salary for a period of 12 months in consideration of her non-competition and non-solicitation obligations in the event of the termination of her employment agreement. •Mr. Mercier is entitled to six months’ notice of a termination of his employment agreement by the Company, or payment in lieu of such notice in an amount equal to the base salary to which he would have been entitled during the notice period, and monthly payments equal to two-thirds of his base salary for a period of 12 months in consideration of his non-competition and non-solicitation obligations in the event of the termination of his employment agreement. •Ms. Blazewicz is entitled to three months’ notice of a termination of her employment agreement by the Company, or payment in lieu of such notice in an amount equal to the base salary to which she would have been entitled during the notice period, monthly payments equal to her base salary for a period of six months (which period will extend to 12 months beginning July 1, 2024) in consideration of her non-competition and non-solicitation obligations in the event of the termination of her employment agreement, and a severance payment equal to her base salary for a period of 12 months. •Ms. von Bayern is entitled to six months’ notice of a termination of her employment agreement by the Company, or payment in lieu of such notice in an amount equal to the base salary to which she would have been entitled during the notice period, and monthly payments equal to her base salary for a period of 12 months in consideration of her non-competition and non-solicitation obligations in the event of the termination of her employment agreement. •Ms. Srinivasan is entitled to six months notice of a termination of her employment agreement by the Company, or payment in lieu of such notice in an amount equal to the base salary to which she would have been entitled during the notice period, and monthly payments equal to her base salary for a period of 12 months in consideration of her non-competition and non-solicitation obligations in the event of the termination of her employment agreement. •Mr. von Bretten was entitled to six months’ notice of a termination of his employment agreement by the Company, or payment in lieu of such notice in an amount equal to the base salary to which he would have been entitled during the notice period, and monthly payments equal to his base salary for a period of 12 months in consideration of his non-competition and non-solicitation obligations in the event of the termination of his employment agreement. Pursuant to his separation agreement, Mr. von Bretten received a severance amount of EUR 325,000 as payment in lieu of notice. Effect of Section 409A on Timing of Payments and Equity Awards Any amounts that are not exempt from Section 409A are subject to the required six-month delay in payment after termination of service if the NEO is a “specified employee” for purposes of Section 409A at the time of termination of employment. Amounts that otherwise would have been paid during the six-month delay will be paid in a lump sum on the first day after the delay period expires.

  49. Potential Payments in the Event of Termination of Employment at the End of Our Last Fiscal Year

    Potential Payments in the Event of Termination of Employment at the End of Our Last Fiscal Year The following table sets forth the estimated incremental payments and benefits that would have been received by each NEO if employment had been terminated or upon a change in control on June 30, 2024. Amounts to be received due to accelerated vesting of equity awards were calculated using the closing price of our Class A Common Stock as of June 30, 2024, the last trading day of the fiscal year, which was $10.02. Exchange rates are calculated using the average monthly exchange rate during the fiscal year.

  50. Potential Payments in the Event of Termination of Employment at the End of Our Last Fiscal Year

    | Name | Resignation with Good Reason | Termination without Cause | Termination for Cause | Resignation without Good Reason | Disability, Retirement or Death | | Change in Control | Resignation with Good Reason or Termination without Cause after Change in Control (1) | | | Sue Y. Nabi(2) | $57,482,202 | $57,482,202 | $— | $— | | 52,187,502 | $— | | 57,482,202 | | Laurent Mercier(3) | $1,049,991 | $1,049,991 | $— | $— | | 1,900,133 | $— | | 10,567,228 | | Kristin Blazewicz(4) | $1,378,125 | $1,378,125 | $— | $— | | 3,012,944 | $— | | 11,430,880 | | Anna von Bayern(5) | $1,288,626 | $1,288,626 | $— | $— | | 2,416,814 | $— | | 9,812,109 | | Priya Srinivasan(6) | $721,221 | $721,221 | $— | $— | | 209,628 | $— | | 1,230,869 | | Gordon von Bretten(7) | $— | $2,640,145 | $— | $— | | — | $— | | — |

  51. Potential Payments in the Event of Termination of Employment at the End of Our Last Fiscal Year

    | (1) Incremental payments represented in this column do not include any payments reported in the column labeled “Change in Control” that the NEO is entitled to receive pursuant to such change in control. | | (2) Reflects Ms. Nabi’s entitlement, in the event that her employment agreement is terminated, (a) to monthly payments equal to her base salary for a period of 12 months in consideration of her non-competition obligations thereunder; (b) an applicable statutory advance notice period (or payment in lieu thereof) and (c) applicable vesting of her unvested equity awards pursuant to the terms of the awards. | | (3) Reflects Mr. Mercier’s entitlement, in the event that his employment agreement is terminated, (a) to monthly payments equal to two-thirds of his base salary for a period of 12 months in consideration of his non-competition obligations thereunder; (b) an applicable statutory advance notice period (or payment in lieu thereof) and (c) applicable vesting of his unvested equity awards pursuant to the terms of the awards. | | (4) Reflects Ms. Blazewicz’s entitlement, in the event that her employment agreement is terminated, (a) to monthly payments equal to her base salary for a period of six months in consideration of her non-competition obligations thereunder; (b) a severance payment pursuant to her employment agreement equal to her salary for a period of 12 months; (c) an applicable notice period of three months (or payment in lieu thereof) and (d) applicable vesting of her unvested equity awards pursuant to the terms of the awards. The base salary used for purposes of this calculation reflects a salary increase during the course of the year. Beginning on July 1, 2024, (a) payments in consideration of non-competition obligations will be extended from six months to 12 months, reflecting an extended restricted period and (b) Ms. Blazewicz base salary increased to $850,000. |

  52. Potential Payments in the Event of Termination of Employment at the End of Our Last Fiscal Year

    | (5) Reflects Ms. von Bayern’s entitlement, in the event that her employment agreement is terminated, (a) to monthly payments equal to her base salary for a period of 12 months in consideration of her non-competition obligations thereunder; (b) an applicable statutory advance notice period (or payment in lieu thereof) and (c) applicable vesting of her unvested equity awards pursuant to the terms of the awards. The base salary used for purposes of this calculation reflects a salary increase during the course of the year. | | (6) Reflects Ms. Srinivasan’s entitlement, in the event that her employment agreement is terminated, (a) to monthly payments equal to her base salary for a period of twelve months in consideration of her non-competition obligations thereunder; (b) an applicable statutory advance notice period (or payment in lieu thereof) and (c) applicable vesting of her unvested equity awards pursuant to the terms of the awards. The base salary used for purposes of this calculation reflects a salary increase during the course of the year. | | (7) Reflects the amount that Mr. von Bretten received as a result of his termination of service to the Company pursuant to the terms of his separation agreement, including the value of his shares as of the date of the accelerated vesting of a portion of his outstanding RSUs. |

  53. Chief Executive Officer Pay Ratio

    Chief Executive Officer Pay Ratio The fiscal year 2024 total compensation of Sue Nabi, who serves as our Chief Executive Officer, was $7,250,579. The fiscal year 2024 total compensation of the Company’s median employee, based on compensation of all our U.S. and non-U.S. employees who were employed as of April 1, 2024, other than Ms. Nabi, was $42,497. The ratio of the CEO’s total compensation to the median employee’s total compensation (our “Pay Ratio”) in fiscal year 2024 was 171 to 1. To identify our median employee for fiscal year 2024, we used the same approach and methodology we used in 2023, 2022 and 2021 to identify the Company’s median employee. We included all full-time, part-time, temporary and seasonal employees in 36 countries globally and did not rely on any of the permitted exemptions under the SEC rules. We utilized annualized total cash received as compiled from our payroll records to identify the median employee. The median employee identified is a different employee from the one identified for fiscal year 2024. The SEC’s rules for identifying the median employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the Pay Ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

  54. Pay Versus Performance

    Pay Versus Performance The following table and accompanying descriptions set forth information concerning the compensation of our Chief Executive Officer (CEO) and our non-CEO Named Executive Officers (collectively, the “Other NEOs”) for each of the fiscal years ending June 30, 2021, 2022, 2023 and 2024 and our financial performance of each such fiscal year. For all periods, Sue Y. Nabi served as Chief Executive Officer, and the other NEOs were, Laurent Mercier, Chief Financial Officer; Kristin Blazewicz, Chief Legal Officer, General Counsel; Anna von Bayern, Chief Corporate Affairs Officer; and Gordon von Bretten, Chief Transformation Officer, except that in 2021, Pierre-Andre Terisse also served as Chief Financial Officer for a portion of the year, and in 2024, Gordon von Bretten served for a portion of the year and Priya Srinivasan was identified as a NEO for fiscal 2024. This disclosure has been prepared in accordance with the SEC’s pay versus performance rules in Item 402(v) of Regulation S-K under the Exchange Act. As discussed in the Compensation Discussion and Analysis section above, we have revised our short and long-term executive incentive compensation program to further focus on our pay-for performance philosophy. For years prior to fiscal 2024, the Company did not use financial performance measures in setting executive compensation for our CEO and other NEOs. For such periods, the variable portion of our executive compensation program was tied to long-term stockholder returns through stock-based compensation that vests over many years and changes in the value of these restricted stock awards during a particular fiscal year are driven by stockholder returns in that fiscal year. Compensation actually paid generally fluctuates due to stock price changes and varying levels of projected and actual achievement of performance goals. For discussion of our executive compensation program and philosophy, please review the Compensation Discussion and Analysis above.

  55. Pay Versus Performance Table

    Pay Versus Performance Table

  56. Pay Versus Performance Table

    | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Fiscal Year (1) | Summary Compensation Table Total for CEO ($) | Compensation Actually Paid to CEO ($)(2)(3) | Summary Compensation Table Total for non-CEO NEOs ($) | Average Compensation Actually Paid to non-CEO NEOs ($)(2)((4) | Coty TSR ($)(5) | Peer Group TSR ($)(6) | Net Income ($)(7) | Adjusted EBITDA ($) (9) | | 2021 | 283,791,455(7) | 283,791,455 | 2,823,173 | 12,131,881 | 72.40 | 174.10 | (166,300,000) | 760,400,000 | | 2022 | 3,557,753 | (18,742,247) | 3,580,579 | 2,314,036 | 63.00 | 136.70 | 55,500,000 | 905,300,000 | | 2023 | 149,429,486(8) | 194,979,486 | 3,469,850 | 7,144,903 | 93.40 | 161.80 | 495,000,000 | 972,800,000 | | 2024 | 7,250,579 | (28,424,421) | 4,985,708 | 2,001,940 | 78.50 | 124.00 | 76,200,000 | 1,091,100,000 |

  57. Pay Versus Performance Table

    (1) The following table shows the CEO and Non-CEO NEOs for each of fiscal 2021, 2022, 2023 and 2024:

  58. Pay Versus Performance Table

    | Year | CEO | Non-CEO NEOs | | 2021 | Sue Y. Nabi | Laurent Mercier, Kristin Blazewicz, Anna von Bayern, Gordon von Bretten, Pierre-Andre Terisse | | 2022 | Sue Y. Nabi | Laurent Mercier, Kristin Blazewicz, Anna von Bayern, Gordon von Bretten | | 2023 | Sue Y. Nabi | Laurent Mercier, Kristin Blazewicz, Anna von Bayern, Gordon von Bretten | | 2024 | Sue Y. Nabi | Laurent Mercier, Kristin Blazewicz, Anna von Bayern, Priya Srinivasan, Gordon von Bretten |

  59. Pay Versus Performance Table

    (2) The dollar amounts reported represent the amount of “compensation actually paid,” as calculated in accordance with SEC rules. The dollar amounts do not reflect the actual amounts of compensation paid to our executives during the applicable year. In accordance with SEC rules, certain adjustments were made to the Summary Compensation Table total compensation to determine the amount of “compensation actually paid,” including adding (i) the year-end value of equity awards granted during the reported year, and (ii) the change in the value of equity awards that were unvested at the end of the prior year, measured through the date the awards vested or were forfeited, or through the end of the reported fiscal year. For purposes of calculating “compensation actually paid,” the fair value of equity awards is calculated in accordance with FASB ASC Topic 718. Please refer to the notes to our audited consolidated financial statements included in our Annual Report for the relevant assumptions used to determine the valuation of our awards. (3) The following table shows the amounts deducted from and added to the Summary Compensation Table total compensation to calculate “compensation actually paid” to Ms. Nabi.

  60. Pay Versus Performance Table

    | CEO Compensation Actually Paid | 2021 | 2022 | 2023 | 2024 | | Summary Compensation Table Total Compensation | $283,791,455 | $3,557,753 | $149,429,486 | $7,250,579 | | (Minus) Grant Date Fair Value of Awards Granted During the Year | $(280,200,000) | $— | $(145,875,000) | $— | | Plus Fair Value as of Year-End or (if applicable) Vest Date of Equity Awards Granted during the Year | $280,200,000 | $— | $153,625,000 | $— | | Plus (Minus) Change from Prior Year-End in Fair Value of Awards That Vested During the Year | $— | $4,300,000 | $(5,000,000) | $(7,300,000) | | Plus (Minus) Year-over-Year Change in Fair Value of Unvested Awards Granted in Prior Years | $— | $(26,600,000) | $42,800,000 | $(28,375,000) | | Compensation Actually Paid | $283,791,455 | $(18,742,247) | $194,979,486 | $(28,424,421) |

  61. Pay Versus Performance Table

    (4) The following table shows the amounts deducted from and added to the average Summary Compensation Table total compensation to calculate the average “compensation actually paid” to our Non-CEO NEOs.

  62. Pay Versus Performance Table

    | Non-CEO NEO Compensation Actually Paid | 2021 | 2022 | 2023 | 2024 | | Summary Compensation Table Total Compensation | $2,823,173 | $3,580,579 | $3,469,850 | $4,985,708 | | (Minus) Grant Date Fair Value of Awards Granted During the Year | $(2,099,998) | $(2,458,323) | $(2,494,055) | $(3,662,609) | | Plus Fair Value as of Year-End or (if applicable) Vest Date of Equity Awards Granted during the Year | $6,110,275 | $2,539,390 | $4,630,202 | $2,159,901 | | Plus (Minus) Change from Prior Year-End in Fair Value of Awards That Vested During the Year | $874,799 | $(401,054) | $(160,578) | $(769,370) | | Plus (Minus) Year-over-Year Change in Fair Value of Unvested Awards Granted in Prior Years | $4,423,632 | $(946,557) | $1,699,484 | $(711,690) | | Compensation Actually Paid | $12,131,881 | $2,314,036 | $7,144,903 | $2,001,940 |

  63. Pay Versus Performance Table

    (5) Pursuant to SEC Rules, the total shareholder return (“TSR”) figures assume an initial investment of $100. The TSR is cumulative for the measurement periods beginning on June 30, 2020 and ending on each of June 30, 2021, 2022, 2023 and 2024, respectively, calculated in accordance with Item 201(e) of Regulation S-K. and the TSR of the S&P 500 Index over the same periods. (6) The peer TSR reflects the TSR of the S&P 500 Index and the peer group reported in the Company’s Stock Performance Graph in the 2023 Annual Report on Form 10-K. The Peer Group includes L'Oréal S.A., Inc., Estée Lauder Companies, Inc., Beiersdorf AG, Shiseido Company, Limited and Inter Parfums Inc. (the “Peer Group”). We added Beiersdorf AG to our Form 10-K peer group to replace Revlon, Inc. following its delisting from the New York Stock Exchange. The returns of each company in the Peer Group have been weighted according to their respective stock market capitalization at the beginning of the measurement period for purposes of arriving at a Peer Group average. (7) On June 30, 2021, Ms. Nabi was granted a one-time sign-on award of 30,000,000 RSUs under the Company’s ELTIP. The award vested and settled in 10,000,000 shares of the Company’s Class A Common Stock on each vesting date of August 31, 2021, August 31, 2022 and August 31, 2023. (8) On May 4, 2023 the Company granted Ms. Nabi a one-time award of 10,416,667 RSUs, which will vest and settle in shares of the Company’s Class A Common Stock over five years on the following vesting schedule: (i) 15% of the RSU Award on September 1, 2024, (ii) 15% of the RSU Award on September 1, 2025, (iii) 20% of the RSU Award on September 1, 2026, (iv) 20% of the RSU Award on September 1, 2027; and (v) 30% of the RSU Award on September 1, 2028, in each case subject to Ms. Nabi’s continued employment through the applicable vesting date. In addition, on May 4, 2023, pursuant to the terms of the new arrangement the Company also granted Ms. Nabi an award of 2,083,333 PRSUs, which will fully vest on September 1, 2026 subject to the achievement of three-year performance objectives set the Board and subject to Ms. Nabi’s continued employment. (9) Adjusted EBITDA is a non-GAAP measure. For a reconciliation of adjusted EBITDA to the most directly comparable GAAP financial measure, please see our earnings release for the fourth quarter and full year ended June 30, 2024 furnished as Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 20, 2024.