DEF 14A of e.l.f. Beauty, Inc., Jul 12, 2023

DEF 14A of e.l.f. Beauty, Inc.

Filed Jul 12, 2023 · FY20230001600033-23-000025

Open on EDGAR

  1. OUR BOARD OF DIRECTORS

    OUR BOARD OF DIRECTORS

  2. OUR BOARD OF DIRECTORS

    | Proposal 1: | Election of Three Class I Directors | | ☑ FOR ALL | Our Board unanimously recommends a vote “FOR” all of the nominees for Class I director. Our Board believes we have the right directors to lead e.l.f. Beauty. Our nominees, who are all current members of our Board, have strong consumer products, retail, and marketing experience, senior leadership and public company board experience, and a deep understanding of our business. |

  3. Who are the Nominees?

    Who are the Nominees? Our Board has nominated the following three individuals for election as Class I directors at the 2023 annual meeting. All of our nominees are current members of our Board.

  4. Who are the Nominees?

    | Kenny Mitchell | Gayle Tait | | •SVP, Chief Marketing Officer of Levi Strauss & Co. •Director since 2020 •Compensation Committee Member | •CEO of Trove •Director since 2022 |

  5. Who are the Nominees?

    | Maureen Watson | | •Chief Product Officer of Madison Reed, Inc. •Director since 2015 •Nominating & Corporate Governance Committee Member |

  6. Who are the Nominees?

    | | 8 | 2023 Proxy Statement |

  7. Who are the Nominees?

    | Intro | Board | Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes |

  8. Who are the Nominees?

    Each of the nominees has consented to being named as a nominee in this Proxy Statement and to serving as a Class I director for a three-year term expiring at our 2026 annual meeting of stockholders and until his or her successor is duly elected and qualified, or until his or her earlier death, resignation, disqualification, retirement or removal. Ms. Watson and Mr. Mitchell were previously elected to our Board by our stockholders in 2020 and 2021, respectively. Ms. Tait was appointed to our Board in November 2022 to fill a vacancy on our Board created by the resignation of Kirk Perry; she is standing for election as a director by stockholders for the first time. Ms. Tait was recommended to the Nominating and Corporate Governance Committee and our Board by Boardspan Inc., an independent director search firm engaged by the Nominating and Corporate Governance Committee. If elected, each of Mr. Mitchell, Ms. Tait and Ms. Watson will serve until the 2026 annual meeting of stockholders and until his or her successor is duly elected and qualified, or until his or her earlier death, resignation, disqualification, retirement or removal. If for any reason any nominee is unable or declines to serve at the time of the 2023 annual meeting, the persons named as proxies in the proxy card will have the authority to vote for substitute nominees or vote to allow the vacancy created thereby to remain open until filled by our Board. Our Board has no reason to believe that any of the nominees will be unable or decline to serve as a director if elected.

  9. What are the Qualifications of the Nominees?

    What are the Qualifications of the Nominees? The following section provides information with respect to each nominee for election as a Class I director. It includes the specific experience, qualifications and skills considered by the Nominating and Corporate Governance Committee and/or our Board in assessing the appropriateness of the person to serve as a director, as well as the start of each director’s tenure on our Board, such director’s committee assignments and his or her age as of the date of this Proxy Statement. We have carefully evaluated the other forms of service of our nominees and determined that all of our nominees can commit the requisite time and attention to serve our stockholders’ interests. Additionally, none of our nominees are “over-boarded” according to thresholds of certain major institutional investors and proxy advisory firms, according to their respective voting policies. For additional information about our nominees, please visit investor.elfbeauty.com/corporate-governance/board-of-directors.

  10. What are the Qualifications of the Nominees?

    | 2023 Proxy Statement | 9 | |

  11. What are the Qualifications of the Nominees?

    | Intro | Board | Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes |

  12. Director Nominees

    Director Nominees

  13. Director Nominees

    | Kenny Mitchell | | | | Age: 47 | | Current Occupation and Select Prior Experience •Levi Strauss & Co., a brand-name apparel company ◦SVP, Chief Marketing Officer (June 2023 to present) •Snap, Inc., a camera and social media company ◦Chief Marketing Officer (June 2019 to May 2023) •McDonald’s Corporation, a fast food company ◦Vice President, Brand Content and Engagement (February 2018 to June 2019) •Gatorade, a division of PepsiCo, Inc., a global food and beverage company ◦Head of Consumer Engagement (March 2015 to February 2018) Other Affiliations/Experience/Information •Nearly 20 years of brand and marketing experience •Member of the advisory board at The Tuck School of Business at Dartmouth •Member of the board of the Sanford School •Advisor to Overtime Elite, a professional basketball league for high schoolers Education •A.B. in Economics and Sociology from Dartmouth College •M.B.A. from The Tuck School of Business at Dartmouth | | Independent | | | | Director since: November 2020 | | | | Term ends: 2023 | | | | Committees: Comp. | | | | Key qualifications: | | | | | Consumer Products | | | | Corporate Governance | | | | Brand/Marketing | | | | Tech/Digital Media | | | | Senior Leadership | | | We believe Mr. Mitchell’s extensive experience in building iconic brands and driving industry-leading performance through innovative, fully-integrated and award-winning marketing programs provide him with the qualifications and skills to serve as a member of our Board. | | |

  14. Director Nominees

    | | 10 | 2023 Proxy Statement |

  15. Director Nominees

    | Intro | Board | Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes |

  16. Director Nominees

    | Gayle Tait | | | | Age: 46 | | Current Occupation and Select Prior Experience •Trove, a resale platform for brands and retailers ◦CEO (May 2022 to present) ◦President (January 2021 to May 2022) •Google LLC, a global technology company ◦Managing Director, Global Retail & Payments Activation, Google Play (April 2016 to December 2020) ◦Director of Consumer Electronics (October 2015 to March 2016) ◦Director of CPG (March 2014 to October 2015) •L’Oréal, a global beauty company ◦Managing Director for the UK & Ireland (April 2009 to February 2014) Other Affiliations/Experience/Information •More than 20 years of global general management, marketing and commercial experience spanning consumer goods, payments, e-commerce and digital marketing •Member of the board of directors of Trove •Advisor to First Horizon Bank’s Technology Advisory Board Education •B.A.in English and Modern Languages from Oxford University. | | Independent | | | | Director since: November 2022 | | | | Term ends: 2023 | | | | Committees: None | | | | Key qualifications: | | | | | Consumer Products | | | | Retail/Beauty | | | | Corporate Governance | | | | Brand/Marketing | | | | Tech/Digital Media | | | | Operations | | | | Senior Leadership | | | We believe Ms. Tait’s extensive management, marketing and commercial experience in the consumer goods and technology industries provide her with the qualifications and skills to serve as a member of our Board. | | |

  17. Director Nominees

    | 2023 Proxy Statement | 11 | |

  18. Director Nominees

    | Intro | Board | Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes |

  19. Director Nominees

    | Maureen Watson | | | | Age: 55 | | Current Occupation and Select Prior Experience •Madison Reed, Inc., a hair care and color company ◦Chief Product Officer (March 2015 to present) •Sephora USA, Inc., a cosmetics and personal care products retailer ◦Senior Vice President, Merchandising (March 2013 to March 2015) •Lucky Brand, Inc., a clothing company ◦Senior Vice President, Global Sales and Merchandising of Lucky Brand Jeans (September 2010 to September 2011) Other Affiliations/Experience/Information •Over 30 years of retail experience •Chair of the board of directors of the San Francisco AIDS Foundation Education •B.A. in Political Science and French from Middlebury College. | | Independent | | | | Director since: August 2015 | | | | Term ends: 2023 | | | | Committees: NomGov | | | | Key qualifications: | | | | | Consumer Products | | | | Retail/Beauty | | | | Corporate Governance | | | | Brand/Marketing | | | | Tech/Digital Media | | | | Senior Leadership | | | We believe Ms. Watson’s extensive cosmetics, beauty, and consumer products experience as well as her experience in senior leadership roles provide her with the qualifications and skills to serve as a member of our Board. | | |

  20. Director Nominees

    | | 12 | 2023 Proxy Statement |

  21. Director Nominees

    | Intro | Board | Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes |

  22. Continuing Directors

    Continuing Directors The following section provides information with respect to each director of e.l.f. Beauty who will continue to serve as a director after the 2023 annual meeting. It includes the specific experience, qualifications and skills considered by the Nominating and Corporate Governance Committee and/or our Board in assessing the appropriateness of the person to serve as a director, as well as the start of each director’s tenure on our Board, such director’s committee assignments and his or her age as of the date of this Proxy Statement.

  23. Class II Directors (Terms Expiring in 2024)

    Class II Directors (Terms Expiring in 2024)

  24. Class II Directors (Terms Expiring in 2024)

    | Tiffany Daniele | | | | Age: 41 | | Current Occupation and Select Prior Experience •Union Square Hospitality Group, LLC, a leading restaurant group in NYC ◦Chief Financial Officer (October 2020 to present) •Cole Haan, Inc., a footwear and accessories retailer ◦Vice President of Financial Planning & Analysis (February 2020 to June 2020) •Tapestry, Inc., a New-York-based house of modern luxury brands ◦Vice President, Global Corporate Financial Planning & Analysis (December 2017 to February 2020) •Kate Spade & Company, a global retail based company that operated lifestyle brands primarily focused on the sale of accessories and apparel ◦Various Financial Planning & Analysis roles (January 2012 to December 2017) Other Affiliations/Experience/Information •Former Chief Financial Officer of USHG Acquisition Corp. (NYSE: HUGS), a special purpose acquisition corporation sponsored by USHG which wound down in early 2023 •Over 10 years of experience working at luxury retail brands Education •B.A. in in Commerce from University of Virginia | | Independent | | | | Director since: May 2022 | | | | Term ends: 2024 | | | | Committees: Audit | | | | Key qualifications: | | | | | Consumer Products | | | | Retail/Beauty | | | | Financial/Accounting | | | | Corporate Governance | | | | Senior Leadership | | | | M&A/Strategy | | | We believe Ms. Daniele’s financial expertise and retail experience provide her with the qualifications and skills to serve as a member of our Board. | | |

  25. Class II Directors (Terms Expiring in 2024)

    | 2023 Proxy Statement | 13 | |

  26. Class II Directors (Terms Expiring in 2024)

    | Intro | Board | Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes |

  27. Class II Directors (Terms Expiring in 2024)

    | Lauren Cooks Levitan | | | | Age: 57 | | Current Occupation and Select Prior Experience •Faire Wholesale, Inc., an online wholesale marketplace company ◦Chief Financial Officer (September 2019 to present) •Fanatics, Inc., a retailer of licensed sports apparel and merchandise ◦Chief Financial Officer (June 2015 to September 2019) •Moxie Capital LLC, a private equity firm ◦Co-Founder and Managing Partner (January 2009 to May 2015) Other Affiliations/Experience/Information •Over 25 years of financial and accounting experience •Member of the board of directors of Crew Knitwear, a privately held women and girls clothing company Education •B.A. in Political Science from Duke University •M.B.A. from Stanford University Graduate School of Business | | Independent | | | | Director since: June 2016 | | | | Term ends: 2024 | | | | Committees: Comp. (Chair) | | | | Key qualifications: | | | | | Retail/Beauty | | | | Financial/Accounting | | | | Corporate Governance | | | | Tech/Digital Media | | | | Operations | | | | Senior Leadership | | | | M&A/Strategy | | | | Cybersecurity | | | We believe Ms. Cooks Levitan’s operational, financial and strategic experience across a variety of retail businesses provide her with the qualifications and skills to serve as a member of our Board. | | |

  28. Class II Directors (Terms Expiring in 2024)

    | | 14 | 2023 Proxy Statement |

  29. Class II Directors (Terms Expiring in 2024)

    | Intro | Board | Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes |

  30. Class II Directors (Terms Expiring in 2024)

    | Richard Wolford | | | | Age: 78 | | Current Occupation and Select Prior Experience •Diamond Foods, Inc., a packaged food company ◦Interim President and Chief Executive Office (February 2012 to May 2012) •Del Monte Foods Company (prior to acquisition, NYSE: DLM), a food production and distribution company ◦Chief Executive Officer and President (1997 to 2011, when it was acquired) •HK Acquisition Corp., a food industry investment manager ◦Chief Executive Officer (1988 to 1996) •Dole Packaged Foods, a division of Dole Food Company, Inc., a multinational agricultural company ◦President (1982 to 1987) Other Public Company Boards •Schiff Nutrition, Inc. (prior to acquisition, NYSE: SHF), a manufacturer of nutritional supplements (2011 to 2013, when it was acquired) •Del Monte Foods Company (1997 to 2011, when it was acquired)—Chairman of its board of directors from 2000 to 2011 Other Affiliations/Experience/Information •Over 30 years leading consumer products businesses •Former and current member of the boards of directors of numerous private companies •Chairman of the board of directors of the Grocery Manufacturers Association (“GMA”), from 2010 to 2011, resigning upon the sale of Del Monte Foods Company, and Vice Chairman of GMA from 2008 to 2010 •Member of the board of directors of Consumer Goods Forum, a global association of consumer-packaged goods companies, retailers, and manufacturers, during tenure as Chairman of GMA Education • B.A. in Economics from Harvard University | | Independent | | | | Director since: September 2014 | | | | Term ends: 2024 | | | | Committees: Audit (Chair) | | | | Key qualifications: | | | | | Consumer Products | | | | Financial/Accounting | | | | Corporate Governance | | | | Operations | | | | Public Company Boards | | | | Senior Leadership | | | | M&A/Strategy | | | We believe Mr. Wolford’s extensive public company management, reporting, finance, and corporate governance experience, as well as deep knowledge of the consumer products industry, provide him with the qualifications and skills to serve as a member of our Board. | | |

  31. Class II Directors (Terms Expiring in 2024)

    | 2023 Proxy Statement | 15 | |

  32. Class II Directors (Terms Expiring in 2024)

    | Intro | Board | Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes |

  33. Class III Directors (Terms Expiring in 2025)

    Class III Directors (Terms Expiring in 2025)

  34. Class III Directors (Terms Expiring in 2025)

    | Tarang Amin Chairman | | | | Age: 58 | | Current Occupation and Select Prior Experience •e.l.f. Beauty, Inc. ◦Chief Executive Officer (January 2014 to present) ◦Chairman of the Board (August 2015 to present) ◦President (March 2019 to present) •Schiff Nutrition, Inc. (prior to acquisition, NYSE: SHF), a manufacturer of nutritional supplements ◦President and Chief Executive Officer (March 2011 to January 2013, when it was acquired) •The Clorox Company, a multinational manufacturer and marketer of consumer products, ◦Vice President, General Manager, Litter, Food, and Charcoal Strategic Business Units (April 2008 to March 2013) Other Public Company Boards •Schiff Nutrition, Inc. (2011 to 2013, when it was acquired) Other Affiliations/Experience •Over 30 years of experience leading consumer products and retail businesses •Member of the board of directors of Pharmavite LLC, a privately held dietary supplements company Education •B.A. in International Policy from Duke University •M.B.A. from Duke University | | Director since: 2014 | | | | Term ends: 2025 | | | | Committees: None | | | | Key qualifications: | | | | | Consumer Products | | | | Financial/Accounting | | | | Retail/Beauty | | | | Corporate Governance | | | | Brand/Marketing | | | | Tech/Digital Media | | | | Operations | | | | Public Company Boards | | | | Senior Leadership | | | | M&A/Strategy | | | We believe Mr. Amin’s extensive experience leading consumer products and retail businesses provides him with the qualifications and skills to serve as a member of our Board. | | |

  35. Class III Directors (Terms Expiring in 2025)

    | | 16 | 2023 Proxy Statement |

  36. Class III Directors (Terms Expiring in 2025)

    | Intro | Board | Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes |

  37. Class III Directors (Terms Expiring in 2025)

    | Lori Keith | | | | Age: 54 | | Current Occupation and Select Prior Experience •Parnassus Investments, an investment advisor ◦Portfolio Manager of the Parnassus Mid-Cap Fund (October 2008 to present) ◦Director of Research (July 2020 to present) ◦Senior Research Analyst (2005 to 2008) •Deloitte Corporate Finance LLC, a global professional services firm ◦Vice President of Investment Banking (2001 to 2003) Other Affiliations/Experience/Information •Nearly 20 years of investing in consumer products and retail businesses •Member of the executive committee of Parnassus Investments •Former member of the board of trustees of The Athenian School Education •B.A. in Economics from the University of California, Los Angeles •M.B.A. from Harvard Business School | | Independent | | | | Director since: July 2020 | | | | Term ends: 2025 | | | | Committees: NomGov & Audit | | | | Key qualifications: | | | | | Financial/Accounting | | | | Corporate Governance | | | | Senior Leadership | | | | M&A/Strategy | | | | Cybersecurity | | | We believe Ms. Keith’s extensive financial and institutional investment experience, and expertise in ESG matters, provide her with the qualifications and skills to serve as a member of our Board. | | |

  38. Class III Directors (Terms Expiring in 2025)

    | 2023 Proxy Statement | 17 | |

  39. Class III Directors (Terms Expiring in 2025)

    | Intro | Board | Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes |

  40. Class III Directors (Terms Expiring in 2025)

    | Beth Pritchard Lead Independent Director | | | | Age: 76 | | Current Occupation and Select Prior Experience •Sunrise Beauty Studio, LLC, a beauty branding company ◦Principal and Strategic Advisor (February 2009 to October 2017) •M.H. Alshaya Co., a multinational retail franchise operator based in the Middle East ◦North American Advisor (2008 to 2013) •Dean & DeLuca, Inc., a gourmet and specialty foods retailer ◦President and CEO and subsequent Vice Chairman (2006 to 2009) •Organized Living Inc., an organization products company ◦President and Chief Executive Officer (2004 to 2005) •L Brands, Inc., a multinational apparel and retail company ◦Various executive positions, including President and CEO of Bath & Body Works, CEO of Victoria’s Secret Beauty, and CEO of The White Barn Candle Company (1991 to 2003) Other Public Company Boards •Loblaw Companies Limited (TSE: L), a food and pharmacy company—current member of its governance, employee development, nominating and compensation committee and its risk and compliance committee •Cabela’s Inc. (prior to acquisition, NYSE: CAB), an outdoor products retailer (2011 to 2017, when it was acquired) •Vitamin Shoppe, Inc. (NYSE: VSI), a retailer of nutritional supplements (2008 to 2018) Other Affiliations/Experience/Information •Over 30 years of experience leading consumer products and retail businesses •Former member of the boards of directors of numerous private companies •2019 National Association of Corporate Directors Directorship 100 Honoree Education •B.A. in International Relations from the University of Wisconsin-Milwaukee •M.B.A. from Marquette University | | Independent | | | | Director since: November 2017 | | | | Term ends: 2025 | | | | Committees: NomGov (Chair) | | | | Key qualifications: | | | | | Consumer Products | | | | Retail/Beauty | | | | Corporate Governance | | | | Brand/Marketing | | | | Operations | | | | Public Company Boards | | | | Senior Leadership | | | | M&A/Strategy | | | We believe Ms. Pritchard’s extensive leadership experience in the retail and beauty industries provides her with the qualifications and skills to serve as a member of our Board. | | |

  41. Class III Directors (Terms Expiring in 2025)

    | | 18 | 2023 Proxy Statement |

  42. Class III Directors (Terms Expiring in 2025)

    | Intro | Board | Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes |

  43. About Our Board

    About Our Board

  44. Non-Employee Director Compensation Program

    Non-Employee Director Compensation Program We compensate our non-employee directors for their service on our Board in accordance with our Non-Employee Director Compensation Program. We also reimburse all directors for their reasonable business expenses incurred in connection with their activities as directors. Our Non-Employee Director Compensation Program in effect for FY 2023 provided for the following compensation to our non-employee directors:

  45. Non-Employee Director Compensation Program

    | retainer | | cash (1) | | stock award (2) | total | | | Annual Retainer | | | 45,000 | $140,000 | | 185,000 | | Lead Independent Director Retainer | | | 20,000 | — | | 20,000 | | Audit Committee Chairperson Retainer | | | 15,000 | — | | 15,000 | | Audit Committee Member Retainer | | | 7,500 | — | | 7,500 | | Compensation Committee Chairperson Retainer | | | 10,000 | — | | 10,000 | | Compensation Committee Member Retainer | | | 5,000 | — | | 5,000 | | Nominating and Corporate Governance Committee Chairperson Retainer | | | 6,000 | — | | 6,000 | | Nominating and Corporate Governance Committee Member Retainer | | | 3,000 | — | | 3,000 | | (1) | The cash portion is paid on a quarterly basis, based on a “Board term” (which runs from annual meeting of stockholders to annual meeting of stockholders). If a director does not serve as a non-employee director for the entire quarter, the cash portion of the retainer will be pro-rated based on the portion of the quarter that director served as a non-employee director. Prior to January 1 of any year, a non-employee director may elect to receive all of his or her cash retainers for the following year in the form of time-vesting restricted stock units (“RSUs”), which are granted on the date of the annual meeting of stockholders and vest on the same schedule as the RSU portion of the annual retainer as described in footnote 2. | | | | | | | (2) | Payable in time-vesting RSUs. The actual number of RSUs granted to a non-employee director is calculated by dividing the dollar amount of the award by the closing trading price of our common stock on the date of grant. The dollar amount of the award is pro-rated for new non-employee directors. The RSU portion of the annual retainer is granted on the date of each annual meeting of stockholders, or for new non-employee directors, on the date of appointment, and vests in full on the earlier of (i) the first anniversary of the grant date or (ii) immediately prior to the next annual meeting of stockholders after the grant date, subject to the director continuing to serve as a non-employee director through the vesting date. All RSUs granted to our non-employee directors pursuant to the Non-Employee Director Compensation Program vest fully immediately prior to the occurrence of a change in control (as defined in our 2016 Equity Incentive Award Plan). | | | | | |

  46. Non-Employee Director Compensation Program

    | 2023 Proxy Statement | 29 | |

  47. Non-Employee Director Compensation Program

    | Intro | Board | Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes |

  48. Director Compensation Table

    Director Compensation Table The following table shows the compensation earned by or paid to our non-employee directors for their service in FY 2023. All dollar amounts are rounded to the nearest whole dollar amount.

  49. Director Compensation Table

    | name | fees earned or paid in cash | stock awards (1) | total | | Tiffany Daniele(2) | $43,846 | $172,945 | $216,791 | | Lori Keith(3) | $70,315 | $139,966 | $210,281 | | Lauren Cooks Levitan(4) | $53,516 | $139,966 | $193,482 | | Kenny Mitchell(3) | $50,010 | $139,966 | $189,976 | | Richelle Parham(5) | $8,654 | – | $8,654 | | Kirk Perry(3)(6) | – | – | – | | Beth Pritchard | $71,000 | $139,966 | $210,966 | | Gayle Tait(3)(7) | $18,297 | $112,358 | $130,655 | | Maureen Watson(3) | $48,013 | $139,966 | $187,979 | | Richard Wolford(3) | $59,996 | $139,966 | $199,962 | | (1) | Represents the grant date fair value of annual RSUs granted to the director, calculated in accordance with FASB ASC Topic 718 for stock-based compensation transactions, disregarding the effects of estimated forfeitures. For a discussion of the valuation of these awards, see Notes to Consolidated Financial Statements at Note 14 in the 2023 Annual Report. These amounts do not reflect the amount the director has actually realized or will realize from the awards upon the vesting of the granted RSUs or the sale of the shares underlying the granted RSUs. | | | | (2) | Ms. Daniele was appointed to our Board on May 31, 2022 and, as such, received a pro-rated equity award for the FY 2022 Board term (measured as the date of the 2021 annual meeting to date of the 2022 annual meeting) in addition to her equity award for the FY 2023 Board term (measured as the date of the 2022 annual meeting to the date of the 2023 annual meeting). | | | | (3) | Elected to receive RSUs in lieu of cash for the FY 2023 Board term. The RSUs received in lieu of cash for the FY 2023 Board term were granted on August 25, 2022 (the date of the 2022 annual meeting). The grant date fair value of such RSUs, calculated in accordance with FASB ASC Topic 718 for stock-based compensation transactions based on the assumptions described in footnote 1, is included in the “fees earned or paid in cash” column. $4,066 of the amount shown for Ms. Keith in the “fees earned or paid in cash” column represents the incremental compensation paid to Ms. Keith in cash as a result of her appointment to the Audit Committee during the FY 2023 Board term. | | | | (4) | $3,049 of the amount shown for Ms. Cooks Levitan in the “fees earned or paid in cash” column represents the incremental compensation paid to Ms. Cooks Levitan in cash as a result of her appointment the chair of the Compensation Committee during the FY 2023 Board term. | | | | (5) | Ms. Parham resigned from our Board effective May 31, 2022 and, as such, did not receive an equity grant for the FY 2023 Board term (measured as of the date of the 2022 annual meeting to the date of the 2023 annual meeting). | | | | (6) | Mr. Perry resigned from our Board effective November 4, 2022 and, as such, forfeited his equity award for the FY 2023 Board term (measured as of the date of the 2022 annual meeting to the date of the 2023 annual meeting), including the RSUs received in lieu of cash for the FY 2023 Board term. | | | | (7) | Ms. Tait was appointed to our Board effective November 4, 2022 and, as such, received a pro-rated equity award for the FY 2023 Board term. | | |

  50. Director Compensation Table

    | | 30 | 2023 Proxy Statement |

  51. Director Compensation Table

    | Intro | Board | Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes |

  52. Director Compensation Table

    The following table shows the number of unexercised stock options and RSUs held by our non-employee directors as of March 31, 2023.

  53. Director Compensation Table

    | name | | unexercised stock options | RSUs(1) | | Tiffany Daniele | | — | 3,644 | | Lori Keith | | — | 4,894 | | Lauren Cooks Levitan | | — | 3,644 | | Kenny Mitchell | | — | 4,946 | | Richelle Parham(2) | | — | — | | Kirk Perry(3) | | — | — | | Beth Pritchard | | — | 3,644 | | Gayle Tait | | — | 2,310 | | Maureen Watson | | 17,875 | 4,894 | | Richard Wolford | | 34,500 | 5,206 | | (1) | 100% of the RSUs will vest on the date of the 2023 annual meeting, subject to the director’s continued service through such date. | | | | (2) | Ms. Parham resigned from the Board effective May 31, 2022. | | | | (3) | Mr. Perry resigned from the Board effective November 4, 2022 and, as such, forfeited his FY 2023 equity award. | | |

  54. FY 2023 Executive Compensation Highlights

    | No increase in base salaries | Cash incentive compensation tied solely to profitability | Majority of compensation is variable, at-risk, and in equity | Equity awards split 50% performance-based and 50% time-based | Performance-based equity awards tied to long-term financial metrics with 3-year cliff vesting |

  55. FY 2023 Executive Compensation Highlights

    Our executive compensation program is designed to directly tie the compensation paid to our executive officers to our performance and align the interests of our executive officers with the interests of our stockholders. Accordingly, in FY 2023, we continued to limit the cash component of, and emphasize the equity component of, our named executive officers’ total compensation. In FY 2023, all named executive officers received 50% of their equity awards of the target equity compensation level (based on target achievement of performance goals) in the form of performance-based restricted stock units (“PSUs”) tied to (i) our net sales and Adjusted EBITDA performance measured over a three-year performance period (April 1, 2022–March 31, 2025) and (ii) market share performance for our e.l.f. Cosmetics brand over the same three-year performance period. To maximize retention, the PSUs granted in FY 2023 (the “FY 2023 PSUs”) have a single, cliff vest following the end of the three-year performance period based on our financial and market-share performance during the three-year performance period. Highlights of our compensation-related decisions in FY 2023 include the following: •No increases to base salaries. We maintained the existing base salary for each of our named executive officers. We have never increased the base salaries of our named executive officers, which for Mr. Amin and Mr. Milsten remain the same as in their respective new hire offers in 2014 and for Ms. Fields, Ms. Marchisotto, and Mr. Franks remain the same as in their respective new hire offers in 2019 and 2020. •Annual cash incentives tied to financial performance. We continued to tie our annual cash incentive compensation solely to our profitability. Consistent with previous years where the Compensation Committee has not altered or changed annual cash incentive compensation program goals, we made no changes to our FY 2023 annual cash incentive compensation plan target following its initial approval by the Compensation Committee in May 2022. •Emphasis on equity compensation. We continued to provide the majority of target compensation opportunity awarded to our named executive officers in the form of equity to instill an ownership culture, align the interests of our named executive officers with the interests of our stockholders and support long-term retention. •Maintain a significant percentage of equity granted to our named executive officers in the form of performance-based equity. We continued our practice of granting PSUs to all named executive officers to closely align their compensation with our strong pay-for-performance culture and focus on motivating the delivery of substantial and sustainable value to stockholders. In FY 2023, we kept the percentage of PSUs at 50% of the target equity compensation level (based on target achievement of performance goals) for all named executive officers with the remaining equity compensation being time-based restricted stock units (“RSUs”).

  56. FY 2023 Executive Compensation Highlights

    •FY 2023 PSUs tied to three-year financial performance with cliff vesting. The FY 2023 PSUs are tied to achievement of net sales and Adjusted EBITDA compound annual growth rate targets measured over a three-year performance period, with a potential uplift in the event of achievement of a market share gain performance metric for our e.l.f. Cosmetics brand over the same three-year performance period. The FY 2023 PSUs will vest in a single installment, subject to continued service and solely to the extent earned, upon the Compensation Committee’s certification of our achievement of the targets following the three-year performance period. We believe this three-year cliff vesting helps to retain our named executive officers through the completion of the performance period and incentivizes long-term performance. The compensation paid to our named executive officers for FY 2023 is discussed in more detail in the sections of the CD&A that follow.

  57. The Compensation Committee’s Continued Engagement with Stockholders

    | What We Heard | • | What We Did | | Include a market share/comparative metric as a performance metric in the PSUs for executives. | | We re-introduced market share gain as a performance metric for the FY 2023 PSUs. |

  58. Compensation Philosophy, Objectives and Design

    | What We Don’t Do | | | ✗ | We don’t provide annual salary increases or guarantee minimum cash bonuses. | | ✗ | We don’t modify our performance targets during the performance period. | | ✗ | We don’t allow for uncapped award opportunities. | | ✗ | We don’t have pension plans or executive-only benefit or retirement plans. | | ✗ | We don’t provide excise tax gross ups. | | ✗ | We don’t provide excessive perquisites to our executive officers. | | ✗ | We don’t permit hedging or pledging of our stock. |

  59. Roles and Responsibilities

    | Compensation Consultants(1) | | | • | The Compensation Committee has engaged Aon Consulting Inc. (“Aon”), through its Human Capital Solutions division, an independent compensation consultant, to advise the Compensation Committee with respect to our overall executive compensation programs, including peer group selection and competitive market assessment, market insights and trends in executive compensation. | | • | Aon reports directly to the Compensation Committee and does not provide any non-compensation related services to e.l.f. Beauty. |

  60. Roles and Responsibilities

    | Management | | | | | Chief Executive Officer | | Chief People Officer | | | • | Reviews and makes recommendations regarding the salary, short-term incentive compensation targets and other compensation for our executive officers (other than himself). | • | Assists the Compensation Committee in fulfilling its responsibilities by providing advice on compensation best practices, information regarding attrition and retention at e.l.f. Beauty, as well as information regarding employee sentiment on such matters, employee engagement and human capital management. |

  61. Peer Group

    Peer Group To assess the competitiveness of our executive compensation program, the Compensation Committee considers the compensation practices of peer companies reasonably similar to e.l.f. Beauty on the basis of, among other things, industry, consumer focus, revenue, market cap and geography. In consultation with Aon, the Compensation Committee, in addition to considering the factors listed in the previous sentence, selected companies that generally fell within the range of 0.5x to 2.5x of our then-current trailing twelve-month revenue and within the range of 0.3x to 3x of our then current 30-day average market capitalization. While the peer group data is used to assess the competitiveness of our compensation program, it is only one of a number of factors used to make final pay decisions. The Compensation Committee annually reviews and approves changes to the peer group based on the recommendation of its independent compensation consultant. As part of the Compensation Committee’s periodic review of our compensation peer group, the Compensation Committee, with assistance from Aon, approved the following peer group for setting executive compensation for FY 2023:

  62. Peer Group

    | FY 2023 peer group* | | | | | CarParts.com(1) | | Movado Group | Shake Shack | | Chuy’s | | PetMed Express | Shutterstock | | Clarus | | Planet Fitness | The Lovesac Company(1) | | Duluth | | Revolve Group | The RealReal | | Lifetime Brands | | Ruth’s Hospitality Group | The Simply Good Foods Company | | (1) | Added to the peer group for FY 2023. | | | | * | Stamps.com was removed from the peer group as the company was acquired. Benefitfocus was removed from the peer group as the company fell outside one or more of the selection considerations and as a healthcare software company was less comparable from a business perspective. | | |

  63. Peer Group

    | | 48 | 2023 Proxy Statement |

  64. Peer Group

    | Intro | Board | Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes |

  65. Peer Group

    As compared to our FY 2023 peer group, when the peer group was adopted in January 2022 (using data from December 31, 2021), we were at the 13th percentile for trailing twelve-month revenue and at the 66th percentile for 30-day average market capitalization.

  66. Compensation Program Components

    | Base Salary | Annual Cash Incentive | Long-Term Incentive | | Cash | Cash | Equity | | Fixed | Variable/At-risk | Variable/At-risk | | Provides a stable level of pay to attract and retain talent. | Rewards achievement of our annual financial goals. | Rewards creation of long-term stockholder value. |

  67. Targeted Compensation Mix

    | (1) Comprised of base salary (at the annual rate in effect) for FY 2023, target annual cash incentive for FY 2023 and the targeted value of the equity awards granted in FY 2023. |

  68. Annual Cash Incentive Compensation

    Annual Cash Incentive Compensation We provide annual cash incentive compensation to motivate our executive officers to achieve our short-term financial and strategic goals. Annual cash incentive compensation is based on predetermined financial measures that are chosen by the Compensation Committee at the beginning of the fiscal year and that are aligned with our annual growth objectives as well as our long-term business plan. The financial measure performance goals for our annual cash incentive compensation are designed to be challenging. We believe that annual cash incentive compensation: •aligns the interests of our executive officers, e.l.f. Beauty and our stockholders; •enables us to focus on achieving and exceeding financial goals that drive stockholder value creation; •recognizes and rewards individuals for contributing to our success; •attracts and retains the top talent in the industry; and •holds our executive officers accountable. The annual cash incentive payout for each executive officer is determined based on a formula consisting of the executive officer’s base salary, target annual cash incentive opportunity (which is set as a percentage of base salary by the Compensation Committee early in the applicable fiscal year) and a funding percentage of the annual cash incentive compensation pool based on our performance with respect to predetermined financial measures chosen by the Compensation Committee—a visual depiction of the annual cash incentive payout formula is shown below. Individual performance has not been considered when determining annual cash incentive payouts for executive officers (or any other

  69. Annual Cash Incentive Compensation

    | | 50 | 2023 Proxy Statement |

  70. Annual Cash Incentive Compensation

    | Intro | Board | Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes |

  71. Annual Cash Incentive Compensation

    employee) as we adhere to a “one team” philosophy where all employees participate equally (subject to variations in target annual cash incentive opportunity) in our successes and shortcomings.

  72. Annual Cash Incentive Compensation

    | Base salaryx | Target percentagex | Funding percentage | = | Annual cash incentive payout |

  73. Annual Cash Incentive Compensation

    The funding percentage of the annual cash incentive compensation pool is determined based on our performance of the predetermined financial measures chosen by the Compensation Committee. There is a threshold funding percentage of 80% (if the threshold performance goal is achieved) and a maximum funding percentage of 200% (if the maximum performance goal is achieved or exceeded), with funding percentages corresponding on a linear basis to performance between threshold and target levels and performance between target and maximum levels. If the threshold performance is not achieved, the funding percentage is set at 0% and no annual cash incentive compensation is paid.

  74. Annual Cash Incentive Compensation

    | • | performance of predetermined financial measures | | | | | • | | • below threshold | threshold goal achieved | •• in between goals | target goal achieved | •• in between goals | maximum goal achieved | • above maximum | | | • | corresponds to a funding percentage of: | | | • | | | 0% no funding | 80% | 81% to 99% on a linear basis | 100% | 101% to 199% on a linear basis | 200% | 200% maximum cap | | • | funding percentage of the annual cash incentive compensation pool | | | | | • |

  75. Annual Cash Incentive Compensation

    The Compensation Committee reviews the target annual cash incentive opportunities of our executive officers on an annual basis. The target annual cash incentive opportunity for Mr. Amin has not been increased in over nine years and remains the same as the target annual cash incentive opportunity in his new hire offer in 2014. The target annual cash incentive opportunity for Ms. Fields also remains the same as the target annual cash incentive opportunity in her new hire offer in 2019. In FY 2023, the Compensation Committee increased the target annual cash incentive as a percentage of base salary under our annual cash incentive program from 40% to 50% for each of our senior vice presidents (other than Ms. Fields who already had a 50% target). The Compensation Committee made this change following its review of target annual cash incentive opportunities provided to executives at our peer group of companies and to help maintain relative internal parity among our executive officers by bringing the target annual cash incentive opportunities of all senior vice presidents to 50% of their base salaries.

  76. Annual Cash Incentive Compensation

    | 2023 Proxy Statement | 51 | |

  77. Annual Cash Incentive Compensation

    | Intro | Board | Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes |

  78. Annual Cash Incentive Compensation

    The target annual cash incentive opportunities for FY 2023 for our named executive officers were as follows:

  79. Annual Cash Incentive Compensation

    | FY 2023 Target Annual Cash Incentive Opportunities | | | | name | target (% of salary) | target value | | Tarang Amin | 100% | $475,000 | | Mandy Fields | 50% | $175,000 | | Josh Franks | 50% | $162,500 | | Kory Marchisotto | 50% | $162,500 | | Scott Milsten | 50% | $162,500 |

  80. FY 2023 Annual Cash Incentive Compensation

    FY 2023 Annual Cash Incentive Compensation In each year since going public, our annual cash incentive compensation program has been measured by our Adjusted EBITDA performance against pre-established targets. When we have performed well against the targets, our executive officers have been rewarded with annual cash incentive compensation up to 200% of target, and when we have under-performed against the targets (as in the fiscal year ended December 31, 2018), no annual cash incentive compensation has been paid. For FY 2023, the Compensation Committee again chose Adjusted EBITDA as our annual cash incentive compensation program performance metric because it is a key measure we use to understand and evaluate our operational performance and because the Compensation Committee believes Adjusted EBITDA is an important driver of the price of our common stock, which aligns compensation for our executive officers with maximizing stockholder value. Adjusted EBITDA is a non-GAAP financial measure, and we provide a reconciliation of net income to Adjusted EBITDA in Annex A and a short definition of Adjusted EBITDA in Note Regarding Non-GAAP Financial Measures. The Compensation Committee set the Adjusted EBITDA goals for annual cash incentive compensation in connection with the Board-approved full year FY 2023 budget, which was adopted at the beginning of the fiscal year. Specifically, the Compensation Committee set the Adjusted EBITDA bonus goals in May 2022 and, once set, the goals were not altered or changed in any way. The Compensation Committee has never altered or changed Adjusted EBITDA goals for annual cash incentive compensation. Based on our expected business momentum in FY 2023, the Adjusted EBITDA target and maximum goals for our annual cash incentive program (as presented in the chart below) were all higher than our actual Adjusted EBITDA result of $74.7 million in FY 2022 (after funding of the FY 2022 annual cash incentive compensation pool). Given the requirement to deliver absolute year-over-year growth to achieve a 100% payout, combined with the prospect of continued disruptions from COVID-19 in consumer behavior and global supply chain challenges, the Compensation Committee believed that the Adjusted EBITDA goals were challenging and rigorous and were aligned with our objectives for FY 2023.

  81. FY 2023 Annual Cash Incentive Compensation

    | | 52 | 2023 Proxy Statement |

  82. FY 2023 Annual Cash Incentive Compensation

    | Intro | Board | Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes |

  83. FY 2023 Annual Cash Incentive Compensation

    The Adjusted EBITDA goals and the corresponding funding percentages for the FY 2023 annual cash incentive compensation pool were as follows:

  84. FY 2023 Annual Cash Incentive Compensation

    | Adjusted EBITDA Goals for FY 2023 Annual Cash Incentive Compensation | | | | | | | adj. EBITDA(1) | funding percentage(2) | | threshold | | $72.7 million | 80% | | target | | $77.4 million | 100% | | maximum | | $82.4 million | 200% | | (1) | After funding of the annual cash incentive compensation pool. See Annex A for a reconciliation of net income to Adjusted EBITDA. | | | | (2) | The funding percentages correspond, on a linear basis, to performance between threshold and target levels and performance between target and maximum levels. | | |

  85. FY 2023 Annual Cash Incentive Compensation

    Consistent with past practice, the FY 2023 annual cash incentive compensation pool was self-funded, meaning that our Adjusted EBITDA performance in FY 2023 needed to be sufficient to generate profit to pay the annual cash incentive payouts for FY 2023 and to generate profit for e.l.f. Beauty and its stockholders. We achieved $117.2 million in Adjusted EBITDA in FY 2023, after funding of the annual cash incentive compensation pool. This Adjusted EBITDA performance was greater than the maximum performance goal for FY 2023 and, as such, resulted in an overall funding percentage of 200%. The annual cash incentive payouts for FY 2023 for our named executive officers were as follows:

  86. FY 2023 Annual Cash Incentive Compensation

    | FY 2023 Annual Cash Incentive Payouts | | | | | name | target value | actual payout (% of target) | actual payout | | Tarang Amin | $475,000 | 200% | $950,000 | | Mandy Fields | $175,000 | 200% | $350,000 | | Josh Franks | $162,500 | 200% | $325,000 | | Kory Marchisotto | $162,500 | 200% | $325,000 | | Scott Milsten | $162,500 | 200% | $325,000 |

  87. FY 2023 Annual Cash Incentive Compensation

    The annual cash incentive payouts for FY 2023 are reported under the heading “non-equity incentive plan comp.” in the Summary Compensation Table.

  88. Long-Term Incentive Compensation

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

  89. Long-Term Incentive Compensation

    | 2023 Proxy Statement | 53 | |

  90. Long-Term Incentive Compensation

    | Intro | Board | Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes |

  91. Long-Term Incentive Compensation

    In determining the size of equity awards granted to any executive officer, the Compensation Committee considers a number of reference points, including: •our performance, the executive officer’s contributions to that performance, as well as expectations for that executive officer’s future contributions to our performance; •the competitive market compensation levels for the executive officer’s position; •the relative mix of cash and equity, and in particular the fact that cash compensation paid to our executive officers is generally low compared to the competitive market; and •internal parity among our executive officers. We grant annual equity awards (RSUs and PSUs) in a consistent manner to our executive officers. For the last four years, we have granted our annual equity awards to our executive officers on June 1, the first day of the month that immediately follows the release of our year-end financial results. The Compensation Committee has determined that this methodology is prudent in that it allows for the market to process all reported public information (including initial financial guidance for the upcoming fiscal year) prior to establishing the value of annual equity awards for our executive officers. Going forward, we expect to continue this timing of annual equity awards to executive officers, and annual equity award grants for the fiscal year ending March 31, 2024 (“FY 2024”) were made on June 1, 2023.

  92. FY 2023 Equity Awards

    FY 2023 Equity Awards Consistent with its practice in FY 2022, the Compensation Committee decided to grant equity awards to all of our named executive officers in FY 2023 as follows: •50% of the equity awards of the target equity compensation level (based on target achievement of performance goals) in the form of time-based RSUs, which, in order to enhance retention, vest over a four-year period in four substantially equal annual installments, subject to continued service through each vesting date; and •50% of the equity awards of the target equity compensation level (based on target achievement of performance goals) in the form of PSUs to continue to closely align their compensation with our strong pay-for-performance culture and focus on the delivery of substantial value to our stockholders. The FY 2023 PSUs are tied to our achievement of net sales compound annual growth rate (CAGR) (weighted 60%) and Adjusted EBITDA CAGR (weighted 40%) targets measured over a three-year performance period ending on March 31, 2025 (the “FY 2023 PSU Performance Period”), with a potential uplift in the event of achievement of a market share gain performance metric for our e.l.f. Cosmetics brand over the FY 2023 PSU Performance Period (based on applicable Nielsen xAOC data). The market share gain performance metric was reintroduced into the FY 2023 PSUs based on stockholder feedback received by the Compensation Committee during our outreach calls in calendar year 2022.

  93. FY 2023 Equity Awards

    | | 54 | 2023 Proxy Statement |

  94. FY 2023 Equity Awards

    | Intro | Board | Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes |

  95. FY 2023 Equity Awards

    Each FY 2023 PSU represents the right to receive up to 2.25 shares of our common stock upon vesting (calculated as (i) up to two shares based on achievement of net sales CAGR and Adjusted EBITDA CAGR measured over the FY 2023 PSU Performance Period and (ii) an additional 0.25 shares based on achievement of a market share gain performance metric for our e.l.f. Cosmetics brand over the FY 2023 PSU Performance Period). The number of shares issuable upon vesting of each FY 2023 PSU is determined by the Compensation Committee as follows: •determine the achievement of each of our net sales CAGR and Adjusted EBITDA CAGR goals; •determine achievement of the market share goal; •assign an achievement factor in accordance with the table below; •multiply the achievement factor by the applicable weight (as set forth in the table below); and •add the results together to determine the number of shares issued per vested PSU. The FY 2023 PSUs will vest in a single installment, subject to continued service and to the extent earned, upon the Compensation Committee’s certification of our achievement following the FY 2023 PSU Performance Period. We believe this three-year cliff vesting helps to retain our executive officers through the completion of the FY 2023 PSU Performance Period and incentivize long-term performance.

  96. FY 2023 Equity Awards

    | FY 2023 PSU Structure | | | | | | | | | | Net Sales CAGR | | | | | Adjusted EBITDA CAGR | | | | | achievement | achv. factor | | weight | | achievement | | achv. factor | weight | | Below Target | 0 | | 60% | | Below Target | | 0 | 40% | | Target | 1 | | | | Target | | 1 | | | in between goals | 1 to 2 on a linear basis | | | | in between goals | | 1 to 2 on a linear basis | | | Maximum | 2 | | | | Maximum | | 2 | | | | | Market Share Gain | | | | | | | | | | achievement | | achv. factor | | weight | | | | | | Below Target | | 0 | | 25% | | | | | | Target | | 1 | | | | |

  97. FY 2023 Equity Awards

    | FY 2023 PSU Payout Example | | | | | | | | | | | | | | | If the net sales CAGR performance is at target, the Adjusted EBITDA CAGR performance is at the maximum, and the market share gain performance metric performance is at target, the FY 2023 PSU payout would be 1.65 shares issued per vested PSU, calculated as follows: | | | | | | | | | | | | | | | Net Sales CAGR | | | | | Adjusted EBITDA CAGR | | | | | Market Share Gain | | | | | achv. factor | weight | | result | + | achv. factor | weight | | result | + | achv. factor | weight | | result | | 1x | 60% | = | 0.6 | | 2x | 40% | = | 0.8 | | 1x | 25% | = | 0.25 |

  98. FY 2023 Equity Awards

    | 2023 Proxy Statement | 55 | |

  99. FY 2023 Equity Awards

    | Intro | Board | Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes |

  100. FY 2023 Equity Awards

    For FY 2023, the Compensation Committee approved increases in the target equity compensation level for all of our named executive officers. In approving these adjustments, the Compensation Committee took into consideration company growth, sustained strong company performance, the significant percentage of equity in the form of PSUs and market benchmarks and perspectives on market pay levels as provided by its independent compensation consultant. Additionally, the Compensation Committee took into consideration that we have a relatively small executive team and each member is tasked with overseeing multiple departments and company initiatives. Below is a summary of the equity awards granted to our named executive officers in FY 2023:

  101. FY 2023 Equity Awards

    | | | FY 2023 Equity Awards | | | | | | | | type of award | number of awards(1) | grant date fair value(2) | | Tarang Amin | | | PSUs | 79,780 | $2,099,810 | | | | | RSUs | 79,780 | $2,099,810 | | Mandy Fields | | | PSUs | 41,790 | $1,099,913 | | | | | RSUs | 41,790 | $1,099,913 | | Josh Franks | | | PSUs | 41,790 | $1,099,913 | | | | | RSUs | 41,790 | $1,099,913 | | Kory Marchisotto | | | PSUs | 41,790 | $1,099,913 | | | | | RSUs | 41,790 | $1,099,913 | | Scott Milsten | | | PSUs | 41,790 | $1,099,913 | | | | | RSUs | 41,790 | $1,099,913 | | (1) | For the FY 2023 PSUs, represents the number of shares of our common stock upon vesting at target achievement (i.e., if the target achievement for the net sales CAGR and the target achievement for the Adjusted EBITDA CAGR is achieved, but the market share gain performance metric target is not achieved). | | | | | | (2) | Represents the grant date fair value of the applicable equity awards granted to the named executive officer, calculated in accordance with FASB ASC Topic 718 for stock-based compensation transactions, disregarding the effects of estimated forfeitures. For a discussion of the valuation of these equity awards, see Notes to Consolidated Financial Statements at Note 12 in the 2023 Annual Report. These amounts do not reflect the amount the named executive officer has actually realized or will realize from the equity awards upon the vesting thereof or the sale of the shares underlying such equity awards. | | | | |

  102. FY 2023 Equity Awards

    For additional details regarding the equity awards made to our named executive officers during FY 2023, see under the heading “Executive Compensation—Executive Compensation Tables—Grants of Plan-Based Awards.”

  103. FY 2024 Equity Awards

    FY 2024 Equity Awards For FY 2024, we continued to grant annual equity awards to all of our executive officers with a mix of 50% time-based vesting RSUs and 50% PSUs (based on target achievement of performance goals). The PSUs granted in FY 2024 are structured the same as the FY 2023 PSUs (with upward adjustments to all performance targets) and may be earned based on our achievement of net sales CAGR and Adjusted EBITDA CAGR targets over a three-year performance period, with a potential uplift in the event of achievement of a market share gain performance metric for our e.l.f. Cosmetics brand over the same three-year performance period.

  104. Employment Agreements

    Employment Agreements Each of our executive officers has an employment agreement which sets forth the terms and conditions of employment of that executive officer, including, among other things, base salary, target annual cash incentive compensation opportunity, standard employee benefit plan participation, as well as non-solicitation and confidentiality covenants.

  105. Employment Agreements

    | | 56 | 2023 Proxy Statement |

  106. Employment Agreements

    | Intro | Board | Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes |

  107. Employment Agreements

    Each employment agreement provides that the executive officer is an “at-will” employee and may be terminated at any time for any reason, subject, in certain cases, to the payment of severance benefits, which are described more fully under the heading “Executive Compensation—Compensation Discussion and Analysis—Other Compensation Information—Post-Employment Compensation.”

  108. Post-Employment Compensation

    Post-Employment Compensation In hiring our current executive officers, we developed compensation packages that could attract qualified candidates to fill our most critical positions, which the Compensation Committee determined required providing some protection in the event of an involuntary termination. In general, our executive officers’ employment agreements define employment as at-will and provide severance benefits upon various terminations. Any payments or benefits upon a termination are subject to a release of claims and compliance with restrictive covenants, and we do not provide Section 280G gross-up payments. Each executive officer’s employment agreement provides that if his or her employment is terminated (i) by e.l.f. Beauty for reasons other than death, disability or “cause” (as defined in each employment agreement), or (ii) by the executive officer for “good reason” (as defined in each employment agreement), then, in addition to any accrued but unpaid base

  109. Summary Compensation Table

    Summary Compensation Table The following table presents information regarding the compensation awarded to, earned by or paid to our named executive officers during FY 2023, FY 2022 and FY 2021. Dollar amounts are rounded to the nearest whole dollar amount.

  110. Summary Compensation Table

    | name and principal position | year | salary | bonus | stock awards(1)(2)(3) | option awards(1) | non-equity incentive plan comp. | all other comp.(4) | total | | Tarang Amin Chairman, Chief Executive Officer, and President | 2023 | $475,000 | — | $4,199,619 | — | $950,000 | $9,500 | $5,634,119 | | | 2022 | $475,000 | — | $3,799,697 | — | $950,000 | $9,500 | $5,234,197 | | | 2021 | $475,000 | — | $3,999,900 | — | $950,000 | $24,019 | $5,448,919 | | Mandy Fields SVP and Chief Financial Officer | 2023 | $350,000 | — | $2,199,826 | — | $350,000 | $7,000 | $2,906,826 | | | 2022 | $350,000 | — | $1,499,808 | — | $350,000 | $7,000 | $2,206,808 | | | 2021 | $350,000 | — | $1,199,971 | — | $350,000 | $6,192 | $1,906,163 | | Josh Franks SVP, Operations | 2023 | $325,000 | — | $2,199,826 | — | $325,000 | $6,500 | $2,856,326 | | | 2022 | $325,000 | — | $1,499,808 | — | $260,000 | $8,000 | $2,092,808 | | | 2021 | $325,000 | — | $269,675 | — | $260,000 | $4,250 | $858,925 | | Kory Marchisotto SVP and Chief Marketing Officer | 2023 | $325,000 | — | $2,199,826 | — | $325,000 | $6,500 | $2,856,326 | | | 2022 | $325,000 | — | $1,499,808 | — | $260,000 | $6,500 | $2,091,308 | | | 2021 | $325,000 | — | $1,199,971 | — | $260,000 | $6,450 | $1,791,421 | | Scott Milsten SVP, General Counsel, Chief People Officer, and Corporate Secretary | 2023 | $325,000 | — | $2,199,826 | — | $325,000 | $6,500 | $2,856,326 | | | 2022 | $325,000 | — | $1,499,808 | — | $260,000 | $6,500 | $2,091,308 | | | 2021 | $325,000 | — | $1,374,840 | — | $260,000 | $5,188 | $1,965,028 | | (1) | Represents the grant date fair value of the applicable equity awards granted to the named executive officer in the year indicated, calculated in accordance with FASB ASC Topic 718 for stock-based compensation transactions, disregarding the effects of estimated forfeitures. For a discussion of the valuation of these equity awards, see Notes to Consolidated Financial Statements at Note 12 in the 2023 Annual Report. These amounts do not reflect the amount the named executive officer has actually realized or will realize from the equity awards upon the vesting thereof or the sale of the shares underlying such equity awards. | | | | | | | | | (2) | 50% of the value reported for all named executive officers in FY 2023 is attributable to PSUs based on attainment of the performance goals at the target level of performance as of the grant date. Assuming attainment of the performance goals at the maximum level of performance, the value of the FY 2023 PSUs as of the grant date for Mr. Amin is $4,724,572 and for each other named executive officer is $2,474,804. See under the heading “Executive Compensation—Executive Compensation Tables—Grants of Plan-Based Awards” for additional details regarding the vesting of these equity awards. | | | | | | | | | (3) | Mr. Franks commenced employment with us in the fourth quarter of FY 2020 and received his new hire grant in FY 2020. As such, his stock award in FY 2021 was pro-rated to account for his employment commencement date. | | | | | | | | | (4) | For FY 2023, represents the amount of matching contributions made by e.l.f. Beauty under our 401(k) plan. | | | | | | | |

  111. Summary Compensation Table

    | 2023 Proxy Statement | 61 | |

  112. Summary Compensation Table

    | Intro | Board | Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes |

  113. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table presents information regarding all plan-based awards granted to our named executive officers during FY 2023. The equity awards shown in the following table are also reported under the heading “Executive Compensation—Executive Compensation Tables—Outstanding Equity Awards at Fiscal Year-End.” Dollar amounts are rounded to the nearest whole dollar.

  114. Grants of Plan-Based Awards

    | | | | estimated future payout under non-equity incentive plan awards(1) | | | estimated future payout under equity incentive plan awards 2) | | | all other stock awards: number of shares of stock or units(3) | grant date fair value of stock and option awards(4) | | name | | grant date | threshold | target | maximum | threshold (#) | target (#) | maximum (#) | | | | Tarang Amin | | — | $380,000 | $475,000 | $950,000 | — | — | — | — | — | | | | 6/1/2020 (4) | — | — | — | — | 79,780 | 179,505 | — | $2,099,810 | | | | 6/1/2020 (5) | — | — | — | — | — | — | 79,780 | $2,099,810 | | Mandy Fields | | — | $140,000 | $175,000 | $350,000 | — | — | — | — | — | | | | 6/1/2020 (4) | — | — | — | — | 41,790 | 94,028 | — | $1,099,913 | | | | 6/1/2020 (5) | — | — | — | | — | — | 41,790 | $1,099,913 | | Josh Franks | | — | $130,000 | $162,500 | $325,000 | — | — | — | — | — | | | | 6/1/2020 (4) | — | — | — | — | 41,790 | 94,028 | — | $1,099,913 | | | | 6/1/2020 (5) | — | — | — | — | — | — | 41,790 | $1,099,913 | | Kory Marchisotto | | | $130,000 | $162,500 | $325,000 | — | — | — | — | — | | | | 6/1/2020 (4) | — | — | — | — | 41,790 | 94,028 | — | $1,099,913 | | | | 6/1/2020 (5) | — | — | — | — | — | — | 41,790 | $1,099,913 | | Scott Milsten | | — | $130,000 | $162,500 | $325,000 | — | — | — | — | — | | | | 6/1/2020 (4) | — | — | — | — | 41,790 | 94,028.00 | — | $1,099,913 | | | | 6/1/2020 (5) | — | — | — | — | — | — | 41,790 | $1,099,913 | | (1) | Amounts shown in these columns represent the range of possible cash payouts for each named executive officer with respect to annual cash incentive compensation for FY 2023, as determined by the Compensation Committee for FY 2023. For more information, see under the heading “Executive Compensation—Compensation Discussion and Analysis—Compensation Program Components—Annual Cash Incentive Compensation.” | | | | | | | | | | | (2) | All awards shown in these columns are PSUs, which vest subject to the achievement of net sales CAGR (weighted 60%) and Adjusted EBITDA CAGR (weighted 40%) targets measured over a three-year performance period ending on March 31, 2025, with a potential uplift in the event of achievement of a market share gain performance metric for our e.l.f. Cosmetics brand over the same three-year performance period. The PSUs vest in a single installment, subject to continued service and to the extent earned, upon the Compensation Committee’s certification of our achievement following the three-year performance period. | | | | | | | | | | | (3) | All awards shown in this column are time-based RSUs, which vest over a four-year period in four substantially equal annual installments, subject to continued service through each vesting date. | | | | | | | | | | | (4) | Represents the grant date fair value of the applicable equity awards granted to the named executive officer in the year indicated, calculated in accordance with FASB ASC Topic 718 for stock-based compensation transactions, disregarding the effects of estimated forfeitures. The PSUs were valued based on attainment of the performance goals at the target level of performance as of the grant date. For a discussion of the valuation of these equity awards, see Notes to Consolidated Financial Statements at Note 12 in the 2023 Annual Report. These amounts do not reflect the amount the named executive officer has actually realized or will realize from the equity awards upon the vesting thereof or the sale of the shares underlying such equity awards. | | | | | | | | | |

  115. Grants of Plan-Based Awards

    | | 62 | 2023 Proxy Statement |

  116. Grants of Plan-Based Awards

    | Intro | Board | Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes |

  117. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table presents information regarding outstanding equity awards held by our named executive officers as of March 31, 2023. Dollar amounts, except exercise prices, are rounded to the nearest whole dollar.

  118. Outstanding Equity Awards at Fiscal Year-End

    | | | | option awards | | | | | stock awards | | | | | name | | grant date | 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 that have not vested (1) | equity incentive plan awards: number of unearned shares, units or other rights that have not vested | equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested(1) | | Tarang Amin | | 1/31/2014(1) | 238,440 | — | — | $1.84 | 1/31/2024 | — | — | — | — | | | | 9/21/2016(1) | 328,037 | — | — | $17.00 | 9/21/2026 | — | — | — | — | | | | 2/14/2017(1) | 213,000 | — | — | $26.84 | 2/14/2027 | — | — | — | — | | | | 3/1/2018(1) | 252,000 | — | — | $18.43 | 3/1/2028 | — | — | — | — | | | | 6/1/2020(2) | — | — | — | — | — | 59,700 | $4,916,295 | — | — | | | | 6/1/2021(3) | — | — | — | — | — | — | — | 137,820 | $11,349,477 | | | | 6/1/2021(2) | — | — | — | — | — | 51,682 | $4,256,013 | — | — | | | | 6/1/2022(4) | — | — | — | — | — | — | — | 179,505 | $14,782,237 | | | | 6/1/2022(2) | — | — | — | — | — | 79,780 | $6,569,883 | — | — | | Mandy Fields | | 4/22/2019(2) | — | 20,940 | — | $12.22 | 4/22/2029 | 32,732 | $2,695,480 | — | — | | | | 6/1/2020(2) | — | — | — | — | — | 26,864 | $2,212,250 | — | — | | | | 6/1/2021(3) | — | — | — | — | — | — | — | 54,400 | $4,479,840 | | | | 6/1/2021(2) | — | — | — | — | — | 20,400 | $1,679,940 | — | — | | | | 6/1/2022(4) | — | — | — | — | — | — | — | 94,028 | $7,743,165 | | | | 6/1/2022(2) | — | — | — | — | — | 41,790 | $3,441,407 | — | — | | Josh Franks | | 1/2/2020(2) | — | 14,700 | — | $15.70 | 1/2/2030 | 15,925 | $1,311,424 | — | — | | | | 6/1/2020(2) | — | — | — | — | — | 6,040 | $497,394 | — | — | | | | 6/1/2021(3) | — | — | — | — | — | — | — | 54,400 | $4,479,840 | | | | 6/1/2021(2) | — | — | — | — | — | 20,400 | $1,679,940 | — | — | | | | 6/1/2022(4) | — | — | — | — | — | — | — | 94,028 | $7,743,165 | | | | 6/1/2022(2) | — | — | — | — | — | 41,790 | $3,441,407 | — | — | | Kory Marchisotto | | 6/1/2020(2) | — | — | — | — | — | 26,864 | $2,212,250 | — | — | | | | 6/1/2021(3) | — | — | — | — | — | — | — | 54,400 | $4,479,840 | | | | 6/1/2021(2) | — | — | — | — | — | 20,400 | $1,679,940 | — | — | | | | 6/1/2022(4) | — | — | — | — | — | — | — | 94,028 | $7,743,165 | | | | 6/1/2022(2) | — | — | — | — | — | 41,790 | $3,441,407 | — | — | | Scott Milsten | | 8/12/2015 | 18,000 | — | — | $1.84 | 8/12/2025 | — | — | — | — | | | | 9/21/2016 | 97,281 | — | — | $17.00 | 9/21/2026 | — | — | — | — | | | | 2/14/2017 | 48,300 | — | — | $26.84 | 2/14/2027 | — | — | — | — | | | | 3/1/2018 | 72,000 | — | — | $18.43 | 3/1/2028 | — | — | — | — | | | | 6/1/2020(2) | — | — | — | — | — | 30,780 | $2,534,733 | — | — | | | | 6/1/2021(3) | — | — | — | — | — | — | — | 54,400 | $4,479,840 | | | | 6/1/2021(2) | — | — | — | — | — | 20,400 | $1,679,940 | — | — | | | | 6/1/2022(4) | — | — | — | — | — | — | — | 94,028 | $7,743,165 | | | | 6/1/2022(2) | — | — | — | — | — | 41,790 | $3,441,407 | — | — | | (1) | Represents the market value of stock awards as of March 31, 2023, based on the closing price of our common stock on that date of $82.35 per share (as reported on the NYSE). | | | | | | | | | | | | (2) | Except as otherwise indicated, the stock options, RSUs, and shares of restricted stock, as applicable, vest over a four-year period in four substantially equal annual installments, subject to continued service through the applicable vesting date. Ms. Fields’ restricted stock award granted on April 22, 2019 vests on the first four anniversaries of June 3, 2019. | | | | | | | | | | |

  119. Outstanding Equity Awards at Fiscal Year-End

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  120. Outstanding Equity Awards at Fiscal Year-End

    | Intro | Board | Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes |

  121. Outstanding Equity Awards at Fiscal Year-End

    | (3) The PSUs granted in FY 2022 (the “FY 2022 PSUs”) vest subject to achievement of net sales CAGR (weighted 60%) and Adjusted EBITDA CAGR (weighted 40%) targets measured over a three-year performance period ending on March 31, 2024, with a potential uplift in the event both goals are achieved at maximum and we achieve an additional target for Adjusted EBITDA margin expansion. The FY 2022 PSUs vest in a single installment, subject to continued service and to the extent earned, upon the Compensation Committee’s certification of our achievement following the three-year performance period. The amounts shown assume achievement at maximum level with the potential uplift. | | (4) The FY 2023 PSUs vest subject to achievement of net sales CAGR (weighted 60%) and Adjusted EBITDA CAGR (weighted 40%) targets measured over a three-year performance period ending on March 31, 2025, with a potential uplift in the event of achievement of a market share gain performance metric for our e.l.f. Cosmetics brand over the same three-year performance period. The FY 2023 PSUs vest in a single installment, subject to continued service and to the extent earned, upon the Compensation Committee’s certification of our achievement following the three-year performance period. The amounts shown assume achievement at maximum level with the potential uplift. |

  122. Stock Option Exercises and Stock Vested

    Stock Option Exercises and Stock Vested The following table presents information regarding stock options that were exercised and RSUs, PSUs, restricted stock and restricted stock with performance-based vesting conditions (“PSAs”) that vested with respect to our named executive officers during FY 2023. Dollar amounts are rounded to the nearest whole dollar.

  123. Stock Option Exercises and Stock Vested

    | | | option awards | | stock awards | | | name | | number of shares acquired on exercise | value realized on exercise (1) | number of shares acquired on vesting | value realized on vesting (2) | | Tarang Amin | | 338,448 | $16,145,026 | 227,010 | $8,872,570 | | Mandy Fields | | 20,940 | $510,401 | 70,875 | $1,503,118 | | Josh Franks | | 44,100 | $2,489,125 | 29,765 | $1,561,670 | | Kory Marchisotto | | 86,325 | $3,616,154 | 69,993 | $3,366,875 | | Scott Milsten | | 127,139 | $7,693,683 | 77,300 | $3,690,359 | | (1) | The value realized equals the difference between the closing trading price of our common stock on the date of exercise and the exercise price of the underlying options multiplied by the number of stock options exercised. | | | | | | (2) | The value realized equals the closing trading price of our common stock on the vesting date multiplied by the number of PSAs, PSUs, RSUs or shares of restricted stock, as applicable, that vested. | | | | |

  124. Pension Benefits

    Pension Benefits We do not have any defined benefit pension plans for our executive officers.

  125. Non-Qualified Deferred Compensation

    Non-Qualified Deferred Compensation We do not offer any non-qualified deferred compensation plans for our executive officers.

  126. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control Severance Upon Termination Absent a Change in Control Each named executive officer’s employment agreement provides that if his or her employment is terminated (i) by e.l.f. Beauty for reasons other than death, disability or “cause” (as defined in each employment agreement), or (ii) by the named executive officer for “good reason” (as defined in each employment agreement) (a “qualifying termination absent a change in control”), then, in addition to any accrued but unpaid base salary and paid time off and such employee benefits, if any, to which the named executive officer or his or her eligible dependents may be entitled under our employee benefit plans or programs, and reimbursement for reasonable business expenses, each as would have been payable through the date of termination and any unpaid annual cash incentive earned for a previously completed fiscal year, he or she will be entitled to receive:

  127. Potential Payments upon Termination or Change in Control

    | | 64 | 2023 Proxy Statement |

  128. Potential Payments upon Termination or Change in Control

    | Intro | Board | Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes |

  129. Potential Payments upon Termination or Change in Control

    •an amount equal to his or her base salary (except that Mr. Amin will be entitled to two times his base salary), payable in installments; •continued COBRA coverage for the named executive officer and his or her eligible dependents for a period of up to 12 months (except that Mr. Amin and Mr. Milsten, who each commenced employment prior to our current post-employment benefits practices, are entitled to 18 months); and •pro-rated annual cash incentive payout based on actual performance for the fiscal year in which termination occurs, provided that the named executive officer has been employed for at least six months of such fiscal year. If a named executive officer’s employment is terminated due to death or disability, each named executive officer’s employment agreement provides that he or she will be eligible to receive a pro-rated annual cash incentive payout based on actual performance for the fiscal year in which termination occurs. All such severance payments and benefits are contingent upon each named executive officer’s compliance with certain confidentiality and other provisions as set forth in his or her respective employment agreement, and the execution of a general release of claims in favor of e.l.f. Beauty. Change in Control Pursuant to the 2016 Equity Incentive Award Plan, if the successor corporation (or its parents and subsidiaries) in a change in control (as defined in the 2016 Equity Incentive Award Plan) refuses to assume or substitute for any equity awards granted under the 2016 Equity Incentive Award Plan (except for performance awards which vest in accordance with their terms), those equity awards will vest in full immediately prior to the change in control. Under a resolution adopted by the Compensation Committee in 2016, the equity awards granted to Mr. Amin under our 2016 Equity Incentive Award Plan, unless otherwise determined by the Compensation Committee at the time the applicable equity award is granted, will vest in full immediately prior to a change in control, subject to continued service by Mr. Amin through the closing of the change in control. With respect to the FY 2022 PSUs and the FY 2023 PSUs, in the event of a change in control prior to the end of the performance period, the performance goals will be deemed attained at the greater of target or actual attainment of the goals as of immediately prior the change in control. In the case of Mr. Amin, the FY 2022 PSUs and the FY 2023 PSUs will accelerate in full, and in the case of each other named executive officer, the FY 2022 PSUs and the FY 2023 PSUs will accelerate in full if they are not assumed by the successor. If the successor assumes the FY 2022 PSUs or the FY 2023 PSUs, the FY 2022 PSUs or the FY 2023 PSUs, as applicable, will vest on the last day of the performance period subject to the named executive officer’s continued service through such date; provided that in the event of a termination of employment without “cause” or by the named executive officer for “good reason,” in each case, within 12 months following the change in control, vesting will accelerate in full.

  130. Potential Payments upon Termination or Change in Control

    | 2023 Proxy Statement | 65 | |

  131. Potential Payments upon Termination or Change in Control

    | Intro | Board | Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes |

  132. Potential Payments upon Termination or Change in Control

    Termination in Connection with a Change in Control In the event of a named executive officer’s termination of employment by us without “cause” or by the named executive officer for “good reason”, in each case, within 12 months following a change in control (a “qualifying change in control termination”), each time-vesting equity award granted on or after our initial public offering in 2016 held by the named executive officer will vest in full and the named executive officer will also be entitled to the benefits described under the heading “Executive Compensation Tables—Potential Payments upon Termination or Change in Control—Severance Upon Termination Absent a Change in Control.” Estimated Potential Payments upon Termination or Change in Control The following table sets forth estimates of the benefits that our named executive officers would have received in the event of various termination and change in control events (assuming the termination and the change in control, as applicable, occurred on March 31, 2023). Dollar amounts are rounded to the nearest whole dollar.

  133. Potential Payments upon Termination or Change in Control

    | Tarang Amin | | | | | | | benefit | qualifying termination absent a change in control | termination due to death or disability | change in control with equity assumption or substitution | change in control without equity assumption or substitution | qualifying change in control termination | | Continued Base Salary | $950,000 | — | — | — | $950,000 | | Pro—Rated Annual Cash Incentive | $950,000 | $950,000 | — | — | $950,000 | | Continued Benefits(1) | $55,044 | — | — | — | $55,044 | | Equity Acceleration(2) | — | — | $41,873,904 | $41,873,904 | $41,873,904 | | Total | $1,955,044 | $950,000 | $41,873,904 | $41,873,904 | $43,828,948 |

  134. Potential Payments upon Termination or Change in Control

    | Mandy Fields | | | | | | | benefit | qualifying termination absent a change in control | termination due to death or disability | change in control with equity assumption or substitution | change in control without equity assumption or substitution | qualifying change in control termination | | Continued Base Salary | $350,000 | — | — | — | $350,000 | | Pro—Rated Annual Cash Incentive | $350,000 | $350,000 | — | — | $350,000 | | Continued Benefits(1) | $373 | — | — | — | $373 | | Equity Acceleration(2) | — | — | — | $23,720,604 | $23,720,604 | | Total | $700,373 | $350,000 | — | $23,720,604 | $24,420,977 |

  135. Potential Payments upon Termination or Change in Control

    | Josh Franks | | | | | | | benefit | qualifying termination absent a change in control | termination due to death or disability | change in control with equity assumption or substitution | change in control without equity assumption or substitution | qualifying change in control termination | | Continued Base Salary | $325,000 | — | — | — | $325,000 | | Pro—Rated Annual Cash Incentive | $325,000 | $325,000 | — | — | $325,000 | | Continued Benefits(1) | $23,740 | — | — | — | $23,740 | | Equity Acceleration(2) | — | — | — | $20,132,924 | $20,132,924 | | Total | $673,740 | $325,000 | — | $20,132,924 | $20,806,664 |

  136. Potential Payments upon Termination or Change in Control

    | | 66 | 2023 Proxy Statement |

  137. Potential Payments upon Termination or Change in Control

    | Intro | Board | Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes |

  138. Potential Payments upon Termination or Change in Control

    | Kory Marchisotto | | | | | | | benefit | qualifying termination absent a change in control | termination due to death or disability | change in control with equity assumption or substitution | change in control without equity assumption or substitution | qualifying change in control termination | | Continued Base Salary | $325,000 | — | — | — | $325,000 | | Pro—Rated Annual Cash Incentive | $325,000 | $325,000 | — | — | $325,000 | | Continued Benefits(1) | $25,038 | — | — | — | $25,038 | | Equity Acceleration(2) | — | — | — | $19,556,602 | $19,556,602 | | Total | $675,038 | $325,000 | — | $19,556,602 | $20,231,640 |

  139. Potential Payments upon Termination or Change in Control

    | Scott Milsten | | | | | | | | benefit | | qualifying termination absent a change in control | termination due to death or disability | change in control with equity assumption or substitution | change in control without equity assumption or substitution | qualifying change in control termination | | Continued Base Salary | | $325,000 | — | — | — | $325,000 | | Pro—Rated Annual Cash Incentive | | $325,000 | $325,000 | — | — | $325,000 | | Continued Benefits(1) | | $55,044 | — | — | — | $55,044 | | Equity Acceleration(2) | | — | — | — | $19,879,084 | $19,879,084 | | Total | | $705,044 | $325,000 | — | $19,879,084 | $20,584,128 | | (1) | Assumes that the named executive officer elected to receive COBRA premiums for himself or herself and his or her eligible dependents for the applicable post-termination period based on his or her benefit plan participation as of March 31, 2023. As of March 31, 2023, Ms. Fields was only enrolled in our vision health insurance plans and not enrolled in our medical health insurance plan. | | | | | | | (2) | Represents (i) for accelerated RSUs and time-vesting restricted stock awards, the market value of time-vesting restricted stock and shares underlying RSUs as of March 31, 2023, based on the closing price of our common stock on that date of $82.35 per share (as reported on the NYSE), (ii) for accelerated FY 2022 PSUs, the market value of shares underlying the FY 2022 PSUs as of March 31, 2023, based on the closing price of our common stock on that date of $82.35 per share (as reported on the NYSE) and assuming achievement at maximum level with the potential uplift, (iii) for accelerated FY 2023 PSUs, the market value of shares underlying the FY 2023 PSUs as of March 31, 2023, based on the closing price of our common stock on that date of $82.35 per share (as reported on the NYSE) and assuming achievement at maximum level with the potential uplift, and (iv) for accelerated stock options, the positive spread, if any, between the closing price of our common stock on that date of $82.35 per share (as reported on the NYSE) and the applicable stock option exercise price. These amounts do not reflect the amount the named executive officer has actually realized or will realize from the equity awards upon the vesting thereof or the sale of the shares underlying such equity awards. | | | | | |

  140. Chief Executive Officer Pay Ratio

    Chief Executive Officer Pay Ratio Pursuant to Item 402(u) of Regulation S-K and Section 953(b) of the Dodd-Frank Act, presented below is the ratio of the annual total compensation of our Chief Executive Officer to the annual total compensation of our median employee (excluding our Chief Executive Officer). The ratio is a reasonable estimate calculated in a manner consistent with SEC requirements. 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 below because companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own ratios. For FY 2023: •the median of the annual total compensation of all employees (other than our Chief Executive Officer) was $122,207; •the annual total compensation of our Chief Executive Officer was $5,634,119; and

  141. Chief Executive Officer Pay Ratio

    | 2023 Proxy Statement | 67 | |

  142. Chief Executive Officer Pay Ratio

    | Intro | Board | Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes |

  143. Chief Executive Officer Pay Ratio

    •based on this information, for FY 2023, the ratio of the annual total compensation of our Chief Executive Officer to the median of the annual total compensation of employees was approximately 46 to 1. This pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. To identify the median of the annual total compensation of all our employees (and determine the “median employee”) (but not to calculate annual total compensation for purposes of the pay ratio), we used the following methodology and the material assumptions, adjustments, and estimates: •we selected March 31, 2023 (which is a date within the last three months of our last completed fiscal year) (the “median employee determination date”), as the date upon which we would identify the median employee; •as of the median employee determination date, our employee population consisted of 383 individuals (other than our Chief Executive Officer), including our employees located in the United States and international locations (including over 10 employees in the UK and over 70 employees in China)—all of these employees were included when identifying our “median employee”; •we used the following compensation measure based on payroll and equity plan records for all active employees as of the median employee determination date: ◦for permanent, full-time employees (other than hourly employees), we used (i) the employee’s annual base salary for FY 2023 on an annualized basis and as in effect on the median employee determination date, (ii) the employee’s target annual cash incentive amount for FY 2023 (assuming payout at 100% of target), and (iii) the grant date fair value of the employee’s equity awards awarded in FY 2023 (or committed in FY 2023 to award if the employee’s new hire date was after the last equity grant date in FY 2023); ◦for hourly and/or temporary employees, we used (i) actual pay for FY 2023, (ii) any bonus paid in FY 2023, and (iii) the grant date fair value of any equity awards granted in FY 2023; and ◦for employees who received compensation denominated in a foreign currency, we converted those amounts to U.S. dollars using the exchange rate as of the median employee determination date. Our “median employee” (as determined using the methodology and the material assumptions, adjustments and estimates described above) is an employee located in the UK. For purposes of calculating the pay ratio: •with respect to the annual total compensation of the “median employee,” we identified and calculated the elements of such employee’s compensation for FY 2023 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K (i.e., on the same basis that we calculated the annual total compensation for our Chief Executive Officer as shown in the Summary Compensation Table); and •with respect to the annual total compensation for our Chief Executive Officer, we used the amount reported in the “Total” column for “2023” row in the Summary Compensation Table.

  144. Chief Executive Officer Pay Ratio

    | | 68 | 2023 Proxy Statement |

  145. Chief Executive Officer Pay Ratio

    | Intro | Board | Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes |

  146. Pay vs. Performance

    Pay vs. Performance In accordance with the rules adopted pursuant to the Dodd-Frank Act, we provide the following disclosure regarding executive compensation paid to our principal executive officer (“PEO”) and our named executive officers other than our PEO (our “non-PEO named executive officers” or “Non-PEO NEOs”) and our performance for the fiscal years listed below. The material that follows is provided in compliance with these rules and does not represent amounts actually paid to, or received by, our named executive officers. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the fiscal years shown.

  147. Pay vs. Performance

    | | summary compensation table total for PEO(¹) ($) | compensation actually paid to PEO(1) (2) (3) ($) | average summary compensation table total for non-PEO named executive officers(1) ($) | average compensation actually paid to non-PEO named executive officers(1) (2) (3) ($) | value of initial fixed $100 investment based on:(4) | | net income (in thousands) | Adjusted EBITDA(5) (in thousands) | | year | | | | | TSR ($) | peer group TSR ($) | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2023 | $5,634,119 | $28,739,433 | $2,868,951 | $14,200,443 | $836.89 | $150.29 | $61,530 | $116,781 | | 2022 | $5,234,197 | $4,683,181 | $2,120,558 | $1,913,775 | $262.50 | $186.96 | $21,770 | $74,687 | | 2021 | $5,448,919 | $21,370,632 | $1,907,226 | $5,551,738 | $272.66 | $170.29 | $6,232 | $61,078 |

  148. Pay vs. Performance

    (1)Tarang Amin, our Chief Executive Officer, was our PEO for each year represented. The individuals comprising the non-PEO named executive officers for each year presented are listed below.

  149. Pay vs. Performance

    | 2021 | 2022 | 2023 | | Mandy Fields | Mandy Fields | Mandy Fields | | Rich Baruch | Josh Franks | Josh Franks | | Kory Marchisotto | Kory Marchisotto | Kory Marchisotto | | Scott Milsten | Rich Baruch | Scott Milsten |

  150. Pay vs. Performance

    (2)The amounts shown in the “Compensation Actually Paid” column have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized or received by our named executive officers. These amounts reflect the amounts shown in the “Total” columns set forth in the Summary Compensation Table with certain adjustments as described in footnote 3. In this section, the term “Compensation Actually Paid” refers to the amounts shown in the “Compensation Actually Paid” column and does not refer to amounts actually paid to, or received by, our named executive officers. (3)The amounts shown in the “Compensation Actually Paid” column reflect the exclusions and inclusions of certain amounts for the PEO and the Non-PEO named executive officers as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the “Exclusion of Stock Awards” column are the totals from the “Stock Awards” columns set forth in the Summary Compensation Table.

  151. Pay vs. Performance

    | year | summary compensation table total for PEO | exclusion of stock awards for PEO | inclusion of equity values for PEO | compensation actually paid to PEO | | 2023 | $5,634,119 | $(4,199,619) | $27,304,933 | $28,739,433 | | 2022 | $5,234,197 | $(3,799,697) | $3,248,681 | $4,683,181 | | 2021 | $5,448,919 | $(3,999,900) | $19,921,613 | $21,370,632 |

  152. Pay vs. Performance

    | year | average summary compensation table total for non-PEO named executive officers | average exclusion of stock awards for non-PEO named executive officers | average inclusion of equity values for non-PEO named executive officers | average compensation actually paid to non-PEO named executive officers | | 2023 | $2,868,951 | $(2,199,826) | $13,531,318 | $14,200,443 | | 2022 | $2,120,558 | $(1,499,808) | $1,293,025 | $1,913,775 | | 2021 | $1,907,226 | $(1,287,406) | $4,931,918 | $5,551,738 |

  153. Pay vs. Performance

    | 2023 Proxy Statement | 69 | |

  154. Pay vs. Performance

    | Intro | Board | Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes |

  155. Pay vs. Performance

    The amounts in the “Inclusion of Equity Awards” column in the tables above are derived from the amounts set forth in the following tables:

  156. Pay vs. Performance

    | year | year-end fair value of equity awards granted during year that remained unvested as of last day of year for PEO | change in fair value from last day of prior year to last day of year of unvested equity awards for PEO | vesting-date fair value of equity awards granted during year that vested during year for PEO | change in fair value from last day of prior year to vesting date of unvested equity awards that vested during year for PEO | fair value at last day of prior year of equity awards forfeited during year for PEO | total — inclusion of equity values for PEO | | 2023 | $13,139,766 | $10,190,161 | — | $3,975,006 | — | $27,304,933 | | 2022 | $3,559,890 | $(504,503) | — | $193,294 | — | $3,248,681 | | 2021 | $6,407,004 | $6,989,578 | — | $6,525,031 | — | $19,921,613 |

  157. Pay vs. Performance

    | year | average year-end fair value of equity awards granted during year that remained unvested as of last day of year for non-PEO named executive officers | average change in fair value from last day of prior year to last day of year of unvested equity awards for non-PEO named executive officers | average vesting-date fair value of equity awards granted during year that vested during year for non-PEO named executive officers | average change in fair value from last day of prior year to vesting date of unvested equity awards that vested during year for non-PEO named executive officers | average fair value at last day of prior year of equity awards forfeited during year for non-PEO named executive officers | total — average inclusion of equity values for non-PEO named executive officers | | 2023 | $6,882,814 | $5,141,613 | — | $1,506,891 | — | $13,531,318 | | 2022 | $1,405,152 | $(127,582) | — | $15,455 | — | $1,293,025 | | 2021 | $2,062,154 | $1,949,962 | — | $919,802 | — | $4,931,918 |

  158. Pay vs. Performance

    (4)The Peer Group TSR set forth in this table utilizes the S&P 500 Consumer Discretionary Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended March 31, 2023. The comparison assumes $100 was invested for the period starting March 31, 2020, through the end of the listed year in e.l.f. Beauty common stock (NYSE: ELF) and in the S&P 500 Consumer Discretionary Index, respectively. Historical stock performance is not necessarily indicative of future stock performance. (5) We determined Adjusted EBITDA to be the most important financial performance measure used to link our performance to Compensation Actually Paid to our PEO and non-PEO named executive officers in FY 2023. This performance measure may not have been the most important financial performance measure for FY 2022 or FY 2021, and we may determine a different financial performance measure to be the most important financial performance measure in future years. See Annex A for a reconciliation of net income to Adjusted EBITDA.

  159. Description of Relationship Between PEO and Non-PEO Named Executive Officers Compensation Actually Paid and Our Total Shareholder Return (“TSR”)

    Description of Relationship Between PEO and Non-PEO Named Executive Officers Compensation Actually Paid and Our Total Shareholder Return (“TSR”) The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our non-PEO named executive officers, and our cumulative TSR over the three most recently completed fiscal years.

  160. Description of Relationship Between PEO and Non-PEO Named Executive Officers Compensation Actually Paid and Our Total Shareholder Return (“TSR”)

    | | 70 | 2023 Proxy Statement |

  161. Description of Relationship Between PEO and Non-PEO Named Executive Officers Compensation Actually Paid and Our Total Shareholder Return (“TSR”)

    | Intro | Board | Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes |

  162. Description of Relationship Between PEO and Non-PEO Named Executive Officers Compensation Actually Paid and Net Income

    Description of Relationship Between PEO and Non-PEO Named Executive Officers Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our non-PEO named executive officers, and our Net Income during the three most recently completed fiscal years.

  163. Description of Relationship Between PEO and Non-PEO Named Executive Officers Compensation Actually Paid and Adjusted EBITDA

    Description of Relationship Between PEO and Non-PEO Named Executive Officers Compensation Actually Paid and Adjusted EBITDA The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our non-PEO named executive officers, and our Adjusted EBITDA during the three most recently completed fiscal years.

  164. Description of Relationship Between PEO and Non-PEO Named Executive Officers Compensation Actually Paid and Adjusted EBITDA

    | 2023 Proxy Statement | 71 | |

  165. Description of Relationship Between PEO and Non-PEO Named Executive Officers Compensation Actually Paid and Adjusted EBITDA

    | Intro | Board | Company | Exec. Comp. | Equity Plans | Stockholders | Audit | Add’l. Info | Q&A | Annexes |