DEF 14A of e.l.f. Beauty, Inc., Jul 12, 2024

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

Filed Jul 12, 2024 · FY20240001600033-24-000033

Open on EDGAR

  1. OUR BOARD OF DIRECTORS

    OUR BOARD OF DIRECTORS

  2. OUR BOARD OF DIRECTORS

    | Proposal 1: Election of Three Class II Directors | | | ☑ FOR ALL | Our Board unanimously recommends a vote “FOR” all of the nominees for Class II director. Our Board believes we have the right directors to lead e.l.f. Beauty. Our nominees, two of which are current members of our Board, have strong consumer products, international business, marketing, operations, senior leadership and strategic planning 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 II directors at the 2024 annual meeting. Tiffany Daniele and Lauren Cooks Levitan are current members of our Board. Our long-standing Class II director Rick Wolford, who has been a member of our Board since 2014, has decided to retire from his board service and will not stand for re-election at the 2024 annual meeting. The Company thanks Mr. Wolford for his decade of service on the Board and for his contributions to the Company and our stockholders. Ms. Maria Ferreras was nominated by the Board as a Class II director to fill the vacancy resulting from Mr. Wolford not standing for re-election.

  4. Who are the Nominees?

    | Tiffany Daniele | Lauren Cooks Levitan | | •Chief Financial Officer of Union Square Hospitality Group •Director since 2022 •Audit Committee Member | •President of Faire, Inc. •Director since 2016 •Compensation Committee Chair |

  5. Who are the Nominees?

    | | 8 | 2024 Proxy Statement |

  6. Who are the Nominees?

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

  7. Who are the Nominees?

    | Maria Ferreras | | •Global Head of Partnerships of Netflix, Inc. •Board term to begin at the 2024 annual meeting |

  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 II director for a three-year term expiring at our 2027 annual meeting of stockholders and until her successor is duly elected and qualified, or until her earlier death, resignation, disqualification, retirement or removal. Ms. Daniele and Ms. Levitan were previously elected to our Board by our stockholders in 2022 and 2021, respectively. In June 2024, the Board appointed Ms. Ferreras as a Class II director effective as of the 2024 annual meeting to fill the vacancy on our Board resulting from Rick Wolford not standing for re-election; she is standing for election as a director by stockholders for the first time. Ms. Ferreras 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 Ms. Daniele, Ms. Levitan and Ms. Ferreras will serve until the 2027 annual meeting of stockholders and until her successor is duly elected and qualified, or until 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 2024 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 II 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 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?

    | 2024 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

    | Tiffany Daniele | | | Age: 42 | 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: | | | •Capital Allocation | | | •Consumer Products | | | •Corporate Governance | | | •Financial Literacy | | | •HR, Exec. Comp. & Talent Mgmt. | | | •Info Services & Technology | | | •International Business | | | •Marketing/Sales/Bus. Dev. | | | •Operations | | | •Public Company | | | •Retail/Beauty | | | •Risk Management | | | •Senior Leadership | | | •Strategic Planning | | | 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. | |

  14. Director Nominees

    | | 10 | 2024 Proxy Statement |

  15. Director Nominees

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

  16. Director Nominees

    | Maria Ferreras | | | Age: 52 | Current Occupation and Select Prior Experience •Netflix, Inc., a multinational streaming entertainment service company ◦Global Head of Partnerships (June 2021 to present) ◦Global Head Business Development (February 2021 to June 2021) ◦VP, Business Development EMEA (April 2017 to February 2021) •Alphabet Inc. (previously Google, Inc.), a global technology company ◦Director of YouTube Partnerships (January 2007 to April 2017) •Orange S.A., a French multinational telecommunications company ◦Director of TV & Media (February 2005 to January 2007) Other Affiliations/Experience/Information •Nearly 30 years of experience forging strategic partnerships, driving tech innovation, and leading international expansion, marked by significant contributions to digital transformation •Recognized among the top 100 most influential Latinos by Bloomberg and ALPFA (Association of Latino Professionals for America) Education •Master’s Degree in Telecommunications, Software Engineering from Universidad Politécnica de Madrid •Marketing Postgraduate Degree from ESIC, Marketing School •Corporate Director Certificate from Harvard Business School | | Independent | | | Director since: N/A | | | Term ends: N/A | | | Committees: None | | | Key qualifications: | | | •Consumer Products | | | •Corporate Governance | | | •ESG & Climate Risks | | | •HR, Exec. Comp. & Talent Mgmt. | | | •Info. Services & Technology | | | •International Business | | | •Legal/Regulatory | | | •Marketing/Sales/Bus. Dev. | | | •Operations | | | •Risk Management | | | •Senior Leadership | | | •Shareholder Advocacy | | | •Strategic Planning | | | •Tech/Digital Media | | | We believe Ms. Ferreras’ extensive international strategic experience as well as her experience driving digital innovation with an entertainment lens for global corporations provide her with the qualifications and skills to serve as a member of our Board. | |

  17. Director Nominees

    | 2024 Proxy Statement | 11 | |

  18. Director Nominees

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

  19. Director Nominees

    | Lauren Cooks Levitan | | | Age: 58 | Current Occupation and Select Prior Experience •Faire Wholesale, Inc., an online wholesale marketplace company ◦President (July 2024 to present) ◦Chief Financial Officer (September 2019 to July 2024) •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: | | | •Capital Allocation | | | •Consumer Products | | | •Corporate Governance | | | •Cybersecurity/Data Privacy | | | •ESG & Climate Risks | | | •Financial Literacy | | | •HR, Exec. Comp. & Talent Mgmt. | | | •Info. Services & Technology | | | •International Business | | | •Legal/Regulatory | | | •Marketing/Sales/Bus. Dev. | | | •Operations | | | •Public Company | | | •Retail/Beauty | | | •Risk Management | | | •Senior Leadership | | | •Shareholder Advocacy | | | •Strategic Planning | | | •Tech/Digital Media | | | We believe Ms. 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. | |

  20. Director Nominees

    | | 12 | 2024 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 2024 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. Continuing Directors

    | 2024 Proxy Statement | 13 | |

  24. Continuing Directors

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

  25. Class III Directors (Terms Expiring in 2025)

    Class III Directors (Terms Expiring in 2025)

  26. Class III Directors (Terms Expiring in 2025)

    | Tarang Amin Chairman | | | Age: 59 | 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 •The J.M. Smucker Co., a manufacturer of food and beverage products (August 2023 to present) •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: | | | •Capital Allocation | | | •Consumer Products | | | •Corporate Governance | | | •Cybersecurity/Data Privacy | | | •ESG & Climate Risks | | | •Financial Literacy | | | •HR, Exec. Comp. & Talent Mgmt. | | | •Info. Services & Technology | | | •International Business | | | •Legal/Regulatory | | | •Marketing/Sales/Bus. Dev. | | | •Operations | | | •Public Company | | | •Retail/Beauty | | | •Risk Management | | | •Senior Leadership | | | •Shareholder Advocacy | | | •Strategic Planning | | | •Tech/Digital Media | | | 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. | |

  27. Class III Directors (Terms Expiring in 2025)

    | | 14 | 2024 Proxy Statement |

  28. Class III Directors (Terms Expiring in 2025)

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

  29. Class III Directors (Terms Expiring in 2025)

    | Lori Keith | | | Age: 55 | 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: | | | •Capital Allocation | | | •Consumer Products | | | •Corporate Governance | | | •Cybersecurity/Data Privacy | | | •ESG & Climate Risks | | | •Financial Literacy | | | •HR, Exec. Comp. & Talent Mgmt. | | | •Public Company | | | •Retail/Beauty | | | •Risk Management | | | •Senior Leadership | | | •Shareholder Advocacy | | | •Strategic Planning | | | 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. | |

  30. Class III Directors (Terms Expiring in 2025)

    | 2024 Proxy Statement | 15 | |

  31. Class III Directors (Terms Expiring in 2025)

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

  32. Class III Directors (Terms Expiring in 2025)

    | Beth Pritchard Lead Independent Director | | | Age: 77 | 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—former member of its governance, employee development, nominating and compensation committee and its risk and compliance committee (2014 to 2024) •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 | | | •Corporate Governance | | | •Marketing/Sales/Bus. Dev. | | | •Operations | | | •Public Company | | | •Retail/Beauty | | | •Senior Leadership | | | •Strategic Planning | | | 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. | |

  33. Class III Directors (Terms Expiring in 2025)

    | | 16 | 2024 Proxy Statement |

  34. Class III Directors (Terms Expiring in 2025)

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

  35. Class I Directors (Terms Expiring in 2026)

    Class I Directors (Terms Expiring in 2026)

  36. Class I Directors (Terms Expiring in 2026)

    | Kenny Mitchell | | | Age: 48 | 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: 2026 | | | Committees: Comp. | | | Key qualifications: | | | •Consumer Products | | | •Corporate Governance | | | •HR, Exec. Comp. & Talent Mgmt. | | | •Public Company | | | •Senior Leadership | | | •Strategic Planning | | | •Tech/Digital Media | | | We believe Mr. Mitchell’s extensive experience in building iconic brands through fully-integrated and award-winning marketing programs provides him with the qualifications and skills to serve as a member of our Board. | |

  37. Class I Directors (Terms Expiring in 2026)

    | 2024 Proxy Statement | 17 | |

  38. Class I Directors (Terms Expiring in 2026)

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

  39. Class I Directors (Terms Expiring in 2026)

    | Gayle Tait | | | Age: 47 | Current Occupation and Select Prior Experience •Trove, a resale platform for brands and retailers ◦CEO (May 2022 to June 2024) ◦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: 2026 | | | Committees: None | | | Key qualifications: | | | •Capital Allocation | | | •Consumer Products | | | •Corporate Governance | | | •Cybersecurity/Data Privacy | | | •ESG & Climate Risks | | | •Financial Literacy | | | •HR, Exec. Comp. & Talent Mgmt. | | | •Info Services & Technology | | | •International Business | | | •Legal/Regulatory | | | •Marketing/Sales/Bus. Dev. | | | •Operations | | | •Public Company | | | •Retail/Beauty | | | •Risk Management | | | •Senior Leadership | | | •Shareholder Advocacy | | | •Strategic Planning | | | •Tech/Digital Media | | | We believe Ms. Tait’s extensive management, marketing and commercial experience in the consumer goods and technology industries provides her with the qualifications and skills to serve as a member of our Board. | |

  40. Class I Directors (Terms Expiring in 2026)

    | | 18 | 2024 Proxy Statement |

  41. Class I Directors (Terms Expiring in 2026)

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

  42. Class I Directors (Terms Expiring in 2026)

    | Maureen Watson | | | Age: 56 | 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: 2026 | | | Committees: NomGov | | | Key qualifications: | | | •Consumer Products | | | •Corporate Governance | | | •International Business | | | •Marketing/Sales/Bus. Dev. | | | •Retail/Beauty | | | •Senior Leadership | | | •Strategic Planning | | | 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. | |

  43. Class I Directors (Terms Expiring in 2026)

    | 2024 Proxy Statement | 19 | |

  44. Class I Directors (Terms Expiring in 2026)

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

  45. About Our Board

    About Our Board

  46. 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. The following table describes the components of our Non-Employee Director Compensation Program in effect for FY 2024.

  47. 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). | | | | | |

  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 2024. 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 | $52,788 | $139,929 | $192,717 | | Lori Keith(2) | $58,549 | $139,929 | $198,478 | | Lauren Cooks Levitan | $55,302 | $139,929 | $195,231 | | Kenny Mitchell(2) | $50,035 | $139,929 | $189,964 | | Beth Pritchard | $71,390 | $139,929 | $211,319 | | Gayle Tait(2) | $63,057 | $139,929 | $202,986 | | Maureen Watson(2) | $48,000 | $139,929 | $187,929 | | Richard Wolford(2) | $59,970 | $139,929 | $199,899 |

  50. Director Compensation Table

    (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 2024 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. The following table shows the number of unexercised stock options and unvested RSUs held by our non-employee directors as of March 31, 2024.

  51. Director Compensation Table

    | name | unexercised stock options | RSUs(1) | | Tiffany Daniele | — | 1,169 | | Lori Keith | — | 1,633 | | Lauren Cooks Levitan | 27,324 | 1,169 | | Kenny Mitchell | — | 1,587 | | Beth Pritchard | — | 1,169 | | Gayle Tait | — | 1,545 | | Maureen Watson | 7,875 | 1,570 | | Richard Wolford | — | 1,670 | | (1) 100% of the RSUs will vest on the date of the 2024 annual meeting, subject to the director’s continued service through such date. | | |

  52. Director Compensation Table

    (2)Elected to receive RSUs in lieu of cash retainers for the FY 2024 Board term. The RSUs received in lieu of cash for the FY 2024 Board term were granted on August 24, 2023 (the date of the 2023 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 up to the value of the cash retainer earned.

  53. Director Compensation Table

    | 2024 Proxy Statement | 31 | |

  54. Director Compensation Table

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

  55. FY 2024 Executive Compensation Key Aspects and Highlights

    | No changes to base salaries or annual cash incentive targets | 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 and market share metrics with 3-year cliff vesting |

  56. FY 2024 Executive Compensation Key Aspects and 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 2024, consistent with our compensation philosophy, which emphasizes performance-based and “at-risk” pay, we continued to (i) maintain the proportion of performance-based and at-risk compensation to encourage a focus on our short- and long-term success and to align with the long-term interests of our stockholders and (ii) limit the cash component of, and emphasize the equity component of, our named executive officers’ total compensation. In FY 2024, all named executive officers received 50% of their equity awards, based on the number of shares of our common stock underlying the equity awards (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, 2023–March 31, 2026) 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 2024 (the “FY 2024 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.

  57. FY 2024 Executive Compensation Key Aspects and Highlights

    earned, upon the Compensation Committee’s certification of our achievement of the targets following the three-year performance period. Factoring in the relevant opportunities and risks, the performance metrics for the FY 2024 PSUs were rigorous, aggressive and challenging, and only attainable with sustained strong performance. We also 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. •Majority of CEO’s target total compensation and equity compensation is performance-based. 94% of our CEO’s total target compensation for FY 2024 was variable and at-risk and 50% of our CEO’s total target compensation for FY 2024 was performance-based. In addition, 50% of the shares of our common stock underlying our CEO’s target long-term incentive equity grant, calculated based on target achievement, was in the form of FY 2024 PSUs.

  58. FY 2024 Executive Compensation Key Aspects and Highlights

    | | base salary | annual cash incentive | long-term incentive PSUs | long-term incentive RSUs | | % of Total Targeted Compensation(1) | 6% | 6% | 44% | 44% | | % of Total Targeted Long-Term Incentive(2) | | | 50% | 50% | | (1) The value of long-term incentives calculated based on the closing trading price of our common stock on the date of grant, with any performance goals determined based on target achievement. | | | | | | (2) The percentage of total targeted long-term incentive calculated based on the number of shares underlying the equity awards, with any performance goals determined based on target achievement. | | | | |

  59. FY 2024 Executive Compensation Key Aspects and Highlights

    •Peer group is rigorously determined and appropriate. Consistent with best practices for corporate governance, the Compensation Committee has committed to, on an annual basis, review and assesses the group of peer companies used as a reference point for evaluating executive compensation. In connection with determining the compensation of our executive officers for FY 2024, in January 2023 the Compensation Committee conducted a review of our peer group to ensure its continued appropriateness. The Compensation Committee gave careful consideration to the selection criteria, the range of values on the selection criteria and the companies included. As compared to our FY 2024 peer group, when the peer group was adopted in January 2023 (using data from December 31, 2023), we were at the 19th percentile for trailing twelve-month revenue and the 76th percentile for 30-day average market capitalization. The compensation paid to our named executive officers for FY 2024 is discussed in more detail in the sections of the CD&A that follow.

  60. 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 maintain defined benefit 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. |

  61. 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. |

  62. 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. |

  63. 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 2024:

  64. Peer Group

    | FY 2024 peer group* | | | | | CarParts.com | | Olaplex(1) | Shutterstock | | Chuy’s | | PetMed Express | The Beauty Health Company(1) | | Clarus | | Planet Fitness | The Lovesac Company | | Duluth | | Revolve Group | The Simply Good Foods Company | | Movado Group | | Ruth’s Hospitality Group | YETI(1) | | (1) | Added to the peer group for FY 2024. | | | | * | Lifetime Brands, Shake Shack, and TheRealReal were removed from the peer group as they each fell outside one or more of the selection considerations and their respective industries were less comparable from a business perspective. | | |

  65. Peer Group

    As compared to our FY 2024 peer group, when the peer group was adopted in January 2023 (using data from December 31, 2023), we were at the 19th percentile for trailing twelve-month revenue and the 76th percentile for 30-day average market capitalization.

  66. Peer Group

    | 2024 Proxy Statement | 53 | |

  67. Peer Group

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

  68. 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. |

  69. Targeted Compensation Mix

    | (1) Comprised of base salary (at the annual rate in effect) for FY 2024, target annual cash incentive for FY 2024 and the targeted value of the equity awards granted in FY 2024, which is calculated by multiplying the closing trading price of our common stock on the date of grant by the number of shares underlying the equity award based on target achievement of any performance goals. |

  70. 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 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.

  71. Annual Cash Incentive Compensation

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

  72. Annual Cash Incentive Compensation

    | 2024 Proxy Statement | 55 | |

  73. Annual Cash Incentive Compensation

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

  74. 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.

  75. 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 | | | | | • |

  76. 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 each of our named executive officers remained the same as in FY 2023. The decision to keep target annual cash incentive opportunities at the same level as in FY 2023 was made based on our philosophy of delivering the majority of compensation through long-term equity-based compensation designed to deliver value to our executive officers only when our performance creates value for our stockholders. The target annual cash incentive opportunities for FY 2024 for our named executive officers were as follows:

  77. Annual Cash Incentive Compensation

    | FY 2024 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 |

  78. FY 2024 Annual Cash Incentive Compensation

    FY 2024 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 (and general team) have been rewarded with annual cash incentive compensation up to 200% of target, and when we have under-performed against the targets, no annual cash incentive compensation has been paid. For FY 2024, 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-

  79. FY 2024 Annual Cash Incentive Compensation

    | | 56 | 2024 Proxy Statement |

  80. FY 2024 Annual Cash Incentive Compensation

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

  81. FY 2024 Annual Cash Incentive Compensation

    GAAP financial measure, and we provide a reconciliation of net income to Adjusted EBITDA in Annex A and a short definition of Adjusted EBITDA in the Note Regarding Non-GAAP Financial Measures. The Compensation Committee set the Adjusted EBITDA goals for annual cash incentive compensation in connection with the Board-approved full year FY 2024 budget, which was adopted at the beginning of the fiscal year. Specifically, the Compensation Committee set the Adjusted EBITDA bonus goals in April 2023 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 2024, 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 $116.8 million in FY 2023 (after funding of the FY 2023 annual cash incentive compensation pool). Given the requirement to deliver absolute year-over-year growth to achieve any payout, as well as the requirement to deliver Adjusted EBITDA growth of approximately 20% over our actual Adjusted EBITDA for FY 2023 to achieve a 100% payout, the Compensation Committee believed that the Adjusted EBITDA goals were aggressive and challenging, only attainable with strong performance and were aligned with our objectives for FY 2024. The Adjusted EBITDA goals and the corresponding funding percentages for the FY 2024 annual cash incentive compensation pool were as follows:

  82. FY 2024 Annual Cash Incentive Compensation

    | Adjusted EBITDA Goals for FY 2024 Annual Cash Incentive Compensation | | | | | | | adj. EBITDA(1) | funding percentage(2) | | threshold | | $120.3 million | 80% | | target | | $140.1 million | 100% | | maximum | | $147.1 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. | | |

  83. FY 2024 Annual Cash Incentive Compensation

    Consistent with past practice, the FY 2024 annual cash incentive compensation pool was self-funded, meaning that our Adjusted EBITDA performance in FY 2024 needed to be sufficient to generate profit to pay the annual cash incentive payouts for FY 2024 and to generate profit for e.l.f. Beauty and its stockholders. We achieved approximately $235 million in Adjusted EBITDA in FY 2024, after funding of the annual cash incentive compensation pool. This Adjusted EBITDA performance was greater than the maximum performance goal for FY 2024 and, as such, resulted in an overall funding percentage of 200%. The annual cash incentive payouts for FY 2024 for our named executive officers were as follows:

  84. FY 2024 Annual Cash Incentive Compensation

    | FY 2024 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 |

  85. FY 2024 Annual Cash Incentive Compensation

    | 2024 Proxy Statement | 57 | |

  86. FY 2024 Annual Cash Incentive Compensation

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

  87. FY 2024 Annual Cash Incentive Compensation

    The annual cash incentive payouts for FY 2024 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. 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 general timing of annual equity awards to executive officers.

  89. FY 2022 Performance Equity Award Payout

    FY 2022 Performance Equity Award Payout As described in our Proxy Statement for FY 2022, the Compensation Committee granted PSUs to our named executive officers in FY 2022 (the “FY 2022 PSUs”). The FY 2022 PSUs were tied to our achievement of net sales compound annual growth rate (CAGR) (weighted 60%) and Adjusted EBITDA CAGR (weighted 40%) targets measured over the three-year performance period ended March 31, 2024 (the “FY 2022 PSU Performance Period”), with a potential uplift in the event both goals were achieved at maximum and we achieved an additional target for Adjusted EBITDA margin expansion (defined as the percentage increase for the performance period of the Company’s Adjusted EBITDA divided by net sales) measured over the FY 2022 PSU Performance Period. Each FY 2022 PSU represented the right to receive up to 2 shares of our common stock upon vesting.

  90. FY 2022 Performance Equity Award Payout

    | | 58 | 2024 Proxy Statement |

  91. FY 2022 Performance Equity Award Payout

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

  92. FY 2022 Performance Equity Award Payout

    A visual depiction of the calculation of the payout for the FY 2022 PSUs is shown below:

  93. FY 2022 Performance Equity Award Payout

    | Net Sales CAGR Payout | | + | Adjusted EBITDA CAGR Payout | | + | Adjusted EBITDA Margin Expansion Payout(1) | = | FY 2022 PSU Payout (%) | | achievement factor(2)x | 60% | | achievement factor(2)x | 40% | | 25% only if achieved | | |

  94. FY 2022 Performance Equity Award Payout

    | (1) Only if maximum level of net sales CAGR performance and maximum level of Adjusted EBITDA CAGR performance achieved. | | (2) For purposes of calculating the payout percentage, the achievement factors are converted to a percentage (e.g. an achievement factor of 1 equals 100%, etc.). |

  95. FY 2022 Performance Equity Award Payout

    The net sales CAGR and Adjusted EBITDA CAGR goals for the FY 2022 PSUs were as follows:

  96. FY 2022 Performance Equity Award Payout

    | FY 2022 PSU Net Sales CAGR and Adjusted EBITDA CAGR Goals | | | | | | | | | net sales CAGR | achievement factor(1) | adjusted EBITDA CAGR | achievement factor(1) | | Target | | ≥4% | 100% | ≥4% | 100% | | Maximum | | ≥10% | 175% | ≥10% | 175% | | (1) | The achievement factors correspond, on a linear basis, to net sales CAGR and Adjusted EBITDA CAGR performance between target and maximum level. Achievement factors are shown as percentage (e.g. an achievement factor of 1 equals 100%) | | | | |

  97. FY 2022 Performance Equity Award Payout

    The Adjusted EBITDA margin expansion goal for the FY 2022 PSUs was ≥10 basis points. Given the prospect of continued disruptions from COVID-19 in consumer behavior and global supply chain challenges in June 2021 when the goals were set, the Compensation Committee believed that the performance goals for the FY 2022 PSUs were challenging and rigorous and were aligned with our then-publicly announced three-year long-range plan. Our performance against the FY 2022 performance targets over the FY 2022 PSU Performance Period were as follows:

  98. FY 2022 Performance Equity Award Payout

    | FY 2022 PSU Performance Goal Achievement | | | | net sales CAGR | adjusted EBITDA CAGR | adjusted EBITDA margin expansion | | 47.6% | 56.8% | 381 basis points |

  99. FY 2022 Performance Equity Award Payout

    The net sales CAGR performance, the Adjusted EBITDA CAGR performance, and the Adjusted EBITDA margin expansion performance was greater than the maximum respective performance goals for the FY 2022 PSUs and, as such, resulted in an achievement factor for the net sales CAGR metric of 1.75 (175%), an achievement factor for the Adjusted EBITDA metric of 1.75 (175%), and a 25% payout for the Adjusted EBITDA margin expansion, resulting in an overall payout of the FY 2022 PSUs at 200%.

  100. FY 2022 Performance Equity Award Payout

    | 2024 Proxy Statement | 59 | |

  101. FY 2022 Performance Equity Award Payout

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

  102. FY 2022 Performance Equity Award Payout

    | Net Sales CAGR Payout | | + | Adjusted EBITDA CAGR Payout | | + | Adjusted EBITDA Margin Expansion Payout | = | FY 2022 PSU Payout | | 200% achievement factor(1)x | 60% | | 200% achievement factor(1)x | 40% | | 25% | | 200% |

  103. FY 2022 Performance Equity Award Payout

    | (1) For purposes of calculating the payout percentage, the achievement factors are converted to a percentage (e.g. an achievement factor of 1 equals 100%, etc.). |

  104. FY 2022 Performance Equity Award Payout

    The payouts for the FY 2022 PSUs for our named executive officers were as follows:

  105. FY 2022 Performance Equity Award Payout

    | FY 2022 PSU Payouts | | | | | name | target (number of PSUs) | actual payout (% of target) | actual payout (number of shares issued) | | Tarang Amin | 69,910 | 200% | 137,820 | | Mandy Fields | 27,200 | 200% | 54,400 | | Josh Franks | 27,200 | 200% | 54,400 | | Kory Marchisotto | 27,200 | 200% | 54,400 | | Scott Milsten | 27,200 | 200% | 54,400 |

  106. FY 2024 Equity Awards

    FY 2024 Equity Awards Overview Consistent with its practice in FY 2023, the Compensation Committee decided to grant equity awards to all our named executive officers in FY 2024 as follows: •50% of the shares underlying 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 shares underlying 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. For FY 2024, the Compensation Committee approved increases in the target equity compensation level for all our named executive officers. In approving these adjustments, the Compensation Committee took into consideration our net sales and Adjusted EBITDA growth, our sustained strong company performance (including, at the time the Compensation Committee set our FY 2024 executive compensation, the achievement of 17 consecutive quarters of net sales growth and the increase in rank of our e.l.f. Cosmetics brand from the number five U.S. Mass Cosmetics brand to the number three brand), 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.

  107. FY 2024 Equity Awards

    | | 60 | 2024 Proxy Statement |

  108. FY 2024 Equity Awards

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

  109. FY 2024 Equity Awards

    Below is a summary of the equity awards granted to our named executive officers in FY 2024:

  110. FY 2024 Equity Awards

    | | | FY 2024 Equity Awards | | | | | | | | type of award | number of awards(1) | grant date fair value(2) | | Tarang Amin | | | PSUs | 32,851 | $3,499,946 | | | | | RSUs | 32,851 | $3,499,946 | | Mandy Fields | | | PSUs | 18,772 | $1,999,969 | | | | | RSUs | 18,772 | $1,999,969 | | Josh Franks | | | PSUs | 18,772 | $1,999,969 | | | | | RSUs | 18,772 | $1,999,969 | | Kory Marchisotto | | | PSUs | 18,772 | $1,999,969 | | | | | RSUs | 18,772 | $1,999,969 | | Scott Milsten | | | PSUs | 18,772 | $1,999,969 | | | | | RSUs | 18,772 | $1,999,969 | | (1) | For the FY 2024 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 13 in the 2024 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. | | | | |

  111. FY 2024 Equity Awards

    FY 2024 PSUs The FY 2024 PSUs are tied to our 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, 2026 (the “FY 2024 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 2024 PSU Performance Period (based on applicable Nielsen xAOC data). The FY 2024 PSUs were structured the same as PSUs granted in the fiscal year ended March 31, 2023 (the “FY 2023 PSUs”) (with upward adjustments to all performance targets). Each FY 2024 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 2024 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 2024 PSU Performance Period). The number of shares issuable upon vesting of each FY 2024 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 (60% for net sales CAGR and 40% for Adjusted EBITDA CAGR); and •add the results together to determine the number of shares issued per vested PSU.

  112. FY 2024 Equity Awards

    | 2024 Proxy Statement | 61 | |

  113. FY 2024 Equity Awards

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

  114. FY 2024 Equity Awards

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

  115. FY 2024 Equity Awards

    | FY 2024 PSU Achievement Factor Correlation to Performance | | | | | net sales CAGR | net sales CAGR achievement factor(1) | adjusted EBITDA CAGR | adjusted EBITDA CAGR achievement factor(1) | | below target | 0 | below target | 0 | | target | 1 | target | 1 | | maximum | 2 | maximum | 2 |

  116. FY 2024 Equity Awards

    | (1) The achievement factors correspond, on a linear basis, to performance between target and maximum level. |

  117. FY 2024 Equity Awards

    A visual depiction of the calculation of the payout for the FY 2024 PSUs is shown below:

  118. FY 2024 Equity Awards

    | Net Sales CAGR Payout | | + | Adjusted EBITDA CAGR Payout | | + | Market Share Gain Payout | = | FY 2024 PSU Payout | | achievement factor(1)x | 60% | | achievement factor(1)x | 40% | | 25% only if achieved | | |

  119. FY 2024 Equity Awards

    | (1) For purposes of calculating the payout percentage, the achievement factors are converted to a percentage (e.g. an achievement factor of 1 equals 100%, etc.). |

  120. FY 2024 Equity Awards

    The FY 2024 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 2024 PSU Performance Period. Factoring in the relevant opportunities and risks, the performance metrics for the FY 2024 PSUs were rigorous, aggressive and challenging, and only attainable with sustained strong performance. We believe this three-year cliff vesting helps to retain our executive officers through the completion of the FY 2024 PSU Performance Period and incentivize long-term performance. An example calculation of the payout for the FY 2024 PSUs is shown below. This example assumes 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 2024 PSU payout would be 165% of target (or 1.65 shares issued per vested FY 2024 PSU) calculated as follows:

  121. FY 2024 Equity Awards

    | Net Sales CAGR Payout | | + | Adjusted EBITDA CAGR Payout | | + | Market Share Gain Payout | = | FY 2024 PSU Payout | | 100% achievement factor(1)x | 60% | | 200% achievement factor(1)x | 40% | | 25% | | 165% |

  122. FY 2024 Equity Awards

    | (1) For purposes of calculating the payout percentage, the achievement factors are converted to a percentage (e.g. an achievement factor of 1 equals 100%, etc.). |

  123. FY 2024 Equity Awards

    | | 62 | 2024 Proxy Statement |

  124. FY 2024 Equity Awards

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

  125. FY 2025 Equity Awards

    FY 2025 Equity Awards For FY 2025, we continued to grant annual equity awards to 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 2025 are structured the same as the FY 2024 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.

  126. 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. 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.”

  127. Post-Employment Compensation

    All such severance payments and benefits are contingent upon each 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. For additional details regarding the severance and change in control arrangements in effect as of March 31, 2024 for our named executive officers, see under the heading “Executive Compensation Tables—Potential Payments upon Termination or Change in Control—Estimated Potential Payments upon Termination or Change in Control.”

  128. 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 2024, FY 2023 and FY 2022. Dollar amounts are rounded to the nearest whole dollar amount.

  129. Summary Compensation Table

    | name and principal position | year | salary | bonus | stock awards(1)(2) | option awards(1) | non-equity incentive plan comp. | all other comp.(3) | total | | Tarang Amin Chairman, Chief Executive Officer, and President | 2024 | $475,000 | — | $6,999,892 | — | $950,000 | $9,500 | $8,434,392 | | | 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 | | Mandy Fields SVP and Chief Financial Officer | 2024 | $350,000 | — | $3,999,938 | — | $350,000 | $7,000 | $4,706,938 | | | 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 | | Josh Franks SVP, Chief Operations Officer | 2024 | $325,000 | — | $3,999,938 | — | $325,000 | $6,500 | $4,656,438 | | | 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 | | Kory Marchisotto SVP and Chief Marketing Officer | 2024 | $325,000 | — | $3,999,938 | — | $325,000 | $6,500 | $4,656,438 | | | 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 | | Scott Milsten SVP, General Counsel, Chief People Officer, and Corporate Secretary | 2024 | $325,000 | — | $3,999,938 | — | $325,000 | $6,500 | $4,656,438 | | | 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 | | (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 13 in the 2024 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 2024 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 2024 PSUs as of the grant date for Mr. Amin is $7,874,877 and for each other named executive officer is $4,499,929. 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) | For FY 2024, represents the amount of matching contributions made by e.l.f. Beauty under our 401(k) plan. | | | | | | | |

  130. Summary Compensation Table

    | 2024 Proxy Statement | 67 | |

  131. Summary Compensation Table

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

  132. 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 2024. 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.

  133. 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 | — | — | — | — | — | | | | 6/1/2023 | — | — | — | 13,140 | 32,851 | 73,915 | — | $3,499,946 | | | | 6/1/2023 | — | — | — | — | — | — | 32,851 | $3,499,946 | | Mandy Fields | | — | $140,000 | $175,000 | $350,000 | — | — | — | — | — | | | | 6/1/2023 | — | — | — | 7,508 | 18,772 | 42,237 | — | $1,999,969 | | | | 6/1/2023 | — | — | — | — | — | — | 18,772 | $1,999,969 | | Josh Franks | | — | $130,000 | $162,500 | $325,000 | — | — | — | — | — | | | | 6/1/2023 | — | — | — | 7,508 | 18,772 | 42,237 | — | $1,999,969 | | | | 6/1/2023 | — | — | — | — | — | — | 18,772 | $1,999,969 | | Kory Marchisotto | | | $130,000 | $162,500 | $325,000 | — | — | — | — | — | | | | 6/1/2023 | — | — | — | 7,508 | 18,772 | 42,237 | — | $1,999,969 | | | | 6/1/2023 | — | — | — | — | — | — | 18,772 | $1,999,969 | | Scott Milsten | | — | $130,000 | $162,500 | $325,000 | — | — | — | — | — | | | | 6/1/2023 | — | — | — | 7,508 | 18,772 | 42,237 | — | $1,199,969 | | | | 6/1/2023 | — | — | — | — | — | — | 18,772 | $1,199,969 | | (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 2024, as determined by the Compensation Committee for FY 2024. 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, 2026, 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 13 in the 2024 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. | | | | | | | | | |

  134. Grants of Plan-Based Awards

    | | 68 | 2024 Proxy Statement |

  135. Grants of Plan-Based Awards

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

  136. 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, 2024. Dollar amounts, except exercise prices, are rounded to the nearest whole dollar.

  137. 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 | 9/21/2016(1) | 194,537 | — | — | $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) | — | — | — | — | — | 29,850 | $5,851,496 | — | — | | | 6/1/2021(2) | — | — | — | — | — | 34,454 | $6,754,018 | — | — | | | 6/1/2021(3) | — | — | — | — | — | — | — | 137,820 | $27,016,855 | | | 6/1/2022(2) | — | — | — | — | — | 59,835 | $11,729,455 | — | — | | | 6/1/2022(4) | — | — | — | — | — | — | — | 179,505 | $35,188,365 | | | 6/1/2023(2) | — | — | — | — | — | 32,851 | $6,439,782 | — | — | | | 6/1/2023(5) | — | — | — | — | — | — | — | 73,915 | $14,489,557 | | Mandy Fields | 6/1/2020(2) | — | — | — | — | — | 13,432 | $2,633,075 | — | — | | | 6/1/2021(2) | — | — | — | — | — | 13,600 | $2,666,008 | — | — | | | 6/1/2021(3) | — | — | — | — | — | — | — | 54,400 | $10,664,032 | | | 6/1/2022(2) | — | — | — | — | — | 31,342 | $6,143,972 | — | — | | | 6/1/2022(4) | — | — | — | — | — | — | — | 94,028 | $18,432,309 | | | 6/1/2023(2) | — | — | — | — | — | 18,772 | $3,679,875 | — | — | | | 6/1/2023(5) | — | — | — | — | — | — | — | 42,237 | $8,279,719 | | Josh Franks | 6/1/2020(2) | — | — | — | — | — | 3,020 | $592,011 | — | — | | | 6/1/2021(2) | — | — | — | — | — | 13,600 | $2,666,008 | — | — | | | 6/1/2021(3) | — | — | — | — | — | — | — | 54,400 | $10,664,032 | | | 6/1/2022(2) | — | — | — | — | — | 31,342 | $6,143,972 | — | — | | | 6/1/2022(4) | — | — | — | — | — | — | — | 94,028 | $18,432,309 | | | 6/1/2023(2) | — | — | — | — | — | 18,772 | $3,679,875 | — | — | | | 6/1/2023(5) | — | — | — | — | — | — | — | 42,237 | $8,279,719 | | Kory Marchisotto | 6/1/2020(2) | — | — | — | — | — | 13,432 | $2,633,075 | — | — | | | 6/1/2021(2) | — | — | — | — | — | 13,600 | $2,666,008 | — | — | | | 6/1/2021(3) | — | — | — | — | — | — | — | 54,400 | $10,664,032 | | | 6/1/2022(2) | — | — | — | — | — | 31,342 | $6,143,972 | — | — | | | 6/1/2022(4) | — | — | — | — | — | — | — | 94,028 | $18,432,309 | | | 6/1/2023(2) | — | — | — | — | — | 18,772 | $3,679,875 | — | — | | | 6/1/2023(5) | — | — | — | — | — | — | — | 42,237 | $8,279,719 | | Scott Milsten | 9/21/2016 | 17,281 | — | — | $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) | — | — | — | — | — | 15,390 | $3,016,902 | — | — | | | 6/1/2021(2) | — | — | — | — | — | 13,600 | $2,666,008 | — | — | | | 6/1/2021(3) | — | — | — | — | — | — | — | 54,400 | $10,664,032 | | | 6/1/2022(2) | — | — | — | — | — | 31,342 | $6,143,972 | — | — | | | 6/1/2022(4) | — | — | — | — | — | — | — | 94,028 | $18,432,309 | | | 6/1/2023(2) | — | — | — | — | — | 18,772 | $3,679,875 | — | — | | | 6/1/2023(5) | — | — | — | — | — | — | — | 42,237 | $8,279,719 | | (1) | Represents the market value of stock awards as of March 28, 2024 (the last trading day of FY 2024), based on the closing price of our common stock on that date of $196.03 per share (as reported on the NYSE) (the “Fiscal Year End Stock Price”). | | | | | | | | | |

  138. Outstanding Equity Awards at Fiscal Year-End

    | 2024 Proxy Statement | 69 | |

  139. Outstanding Equity Awards at Fiscal Year-End

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

  140. Outstanding Equity Awards at Fiscal Year-End

    | (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. | | (3) 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. The Compensation Committee determined in April 2024 that all the performance goals for the FY 2022 PSUs were achieved at maximum level. As a result, the PSAs vested in April 2024. | | (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. | | (5) The FY 2024 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, 2026, 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 2024 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. |

  141. 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, and shares of restricted stock that vested with respect to our named executive officers during FY 2024. Dollar amounts are rounded to the nearest whole dollar.

  142. 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 | | 371,940 | $44,020,457 | 67,023 | $7,140,630 | | Mandy Fields | | 20,940 | $1,728,597 | 63,412 | $6,709,107 | | Josh Franks | | 14,700 | $2,014,013 | 36,193 | $5,487,041 | | Kory Marchisotto | | — | — | 30,680 | $3,268,647 | | Scott Milsten | | 98,000 | $11,994,410 | 32,638 | $3,477,253 | | (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 PSUs, RSUs or shares of restricted stock, as applicable, that vested. | | | | |

  143. Pension Benefits

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

  144. Non-Qualified Deferred Compensation

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

  145. Non-Qualified Deferred Compensation

    | | 70 | 2024 Proxy Statement |

  146. Non-Qualified Deferred Compensation

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

  147. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control

  148. Estimated Potential Payments upon Termination or 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, 2024). Dollar amounts are rounded to the nearest whole dollar.

  149. Estimated 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) | $40,629 | — | — | — | $40,629 | | Equity Acceleration(2) | — | — | $107,469,527 | $107,469,527 | $107,469,527 | | Total | $1,940,629 | $950,000 | $107,469,527 | $107,469,527 | $109,410,156 |

  150. Estimated 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) | $392 | — | — | — | $392 | | Equity Acceleration(2) | — | — | — | $52,498,990 | $52,498,990 | | Total | $700,392 | $350,000 | — | $52,498,990 | $53,199,382 |

  151. Estimated 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) | $24,721 | — | — | — | $24,721 | | Equity Acceleration(2) | — | — | — | $50,457,926 | $50,457,926 | | Total | $674,721 | $325,000 | — | $50,457,926 | $51,132,647 |

  152. Estimated Potential Payments upon Termination or Change in Control

    | | 72 | 2024 Proxy Statement |

  153. Estimated Potential Payments upon Termination or Change in Control

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

  154. Estimated 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) | $26,148 | — | — | — | $26,148 | | Equity Acceleration(2) | — | — | — | $52,498,990 | $52,498,990 | | Total | $676,148 | $325,000 | — | $52,498,990 | $53,175,138 |

  155. Estimated 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) | | $57,474 | — | — | — | $57,474 | | Equity Acceleration(2) | | — | — | — | $52,882,817 | $52,882,817 | | Total | | $707,474 | $325,000 | — | $52,882,817 | $53,590,291 | | (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, 2024. As of March 31, 2024, 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 based on the Fiscal Year End Stock Price, (ii) for accelerated FY 2023 PSUs, the market value of shares underlying the FY 2023 PSUs based on the Fiscal Year End Stock Price and assuming achievement at maximum level with the potential uplift, (iii) for accelerated FY 2024 PSUs, the market value of shares underlying the FY 2024 PSUs based on the Fiscal Year End Stock Price and assuming achievement at maximum level with the potential uplift, and (iv) for accelerated stock options, the positive spread, if any, between the Fiscal Year End Stock Price 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. | | | | | |

  156. Chief Executive Officer Pay Ratio

    Chief Executive Officer Pay Ratio As required by SEC rules, we are providing the information below to explain the relationship between the annual total compensation of our Chief Executive Officer to the annual total compensation of our median employee (excluding our Chief Executive Officer). The compensation approach used to determine compensation for our entire team is the same approach we use when setting compensation for our executive officers, including providing competitive total pay opportunities, emphasizing pay-for performance, and providing strong alignment with our stockholders. For more information regarding our compensation philosophy, see page 50. For FY 2024: •the median of the annual total compensation of all employees (other than our Chief Executive Officer) was $133,805; •the annual total compensation of our Chief Executive Officer was $8,434,392; and •based on this information, the ratio of the annual total compensation of our Chief Executive Officer to the median of the annual total compensation of employees was approximately 63 to 1.

  157. Chief Executive Officer Pay Ratio

    | 2024 Proxy Statement | 73 | |

  158. Chief Executive Officer Pay Ratio

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

  159. Chief Executive Officer Pay Ratio

    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, 2024 as the date upon which we would identify the median employee; •all of these employees (regardless of location) 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 March 31, 2024: ◦for full-time employees (other than hourly employees), we used (i) the employee’s annual base salary for FY 2024 on an annualized basis and as in effect on March 31, 2024, (ii) the employee’s target annual cash incentive amount for FY 2024 (assuming payout at 100% of target), and (iii) the grant date fair value of the employee’s equity awards awarded in FY 2024 (or committed in FY 2024 to award if the employee’s new hire date was after the last equity grant date in FY 2024); ◦for hourly and/or temporary employees, we used (i) actual pay for FY 2024, (ii) any bonus paid in FY 2024, and (iii) the grant date fair value of any equity awards granted in FY 2024; 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 March 31, 2024. 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 2024 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 the “2024” row in the Summary Compensation Table. We believe our pay ratio presented above 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.

  160. Chief Executive Officer Pay Ratio

    | | 74 | 2024 Proxy Statement |

  161. Chief Executive Officer Pay Ratio

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

  162. 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 “Other NEOs”) and our performance for our 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.

  163. Pay vs. Performance

    | | summary compensation table total for PEO(1) ($) | compensation actually paid to PEO(1)(2)(3) ($) | average summary compensation table total for Other NEOs(1) ($) | average compensation actually paid to Other NEOs(1)(2)(3) ($) | 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) | | 2024 | $8,434,392 | $74,170,908 | $4,669,063 | $37,597,816 | $1,992.17 | $193.46 | $127,663 | $237,741 | | 2023 | $5,634,119 | $42,074,742 | $2,868,951 | $20,524,322 | $836.89 | $150.29 | $61,530 | $116,781 | | 2022 | $5,234,197 | $5,234,964 | $2,120,558 | $2,131,574 | $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 |

  164. Pay vs. Performance

    (1)Tarang Amin, our Chief Executive Officer, was our PEO for each year represented. The individuals comprising the Other NEOs for each fiscal year presented are listed below.

  165. Pay vs. Performance

    | 2021 | 2022 | 2023 | 2024 | | Mandy Fields | Mandy Fields | Mandy Fields | Mandy Fields | | Rich Baruch | Josh Franks | Josh Franks | Josh Franks | | Kory Marchisotto | Kory Marchisotto | Kory Marchisotto | Kory Marchisotto | | Scott Milsten | Rich Baruch | Scott Milsten | Scott Milsten |

  166. 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 Other NEOs 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.

  167. 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 | | 2024 | $8,434,392 | $(6,999,892) | $72,736,408 | $74,170,908 | | 2023 | $5,634,119 | $(4,199,619) | $40,640,242 | $42,074,742 | | 2022 | $5,234,197 | $(3,799,697) | $3,800,464 | $5,234,964 | | 2021 | $5,448,919 | $(3,999,900) | $19,921,613 | $21,370,632 |

  168. Pay vs. Performance

    | year | average summary compensation table total for Other NEOs | average exclusion of stock awards for Other NEOs | average inclusion of equity values for Other NEOs | average compensation actually paid to Other NEOs | | 2024 | $4,669,063 | $(3,999,938) | $36,928,691 | $37,597,816 | | 2023 | $2,868,951 | $(2,199,826) | $19,855,197 | $20,524,322 | | 2022 | $2,120,558 | $(1,499,808) | $1,510,824 | $2,131,574 | | 2021 | $1,907,226 | $(1,287,406) | $4,931,918 | $5,551,738 |

  169. Pay vs. Performance

    | 2024 Proxy Statement | 75 | |

  170. Pay vs. Performance

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

  171. 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:

  172. 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 | | 2024 | $20,929,290 | $50,185,856 | — | $1,621,262 | — | $72,736,408 | | 2023 | $21,352,120 | $15,313,116 | — | $3,975,006 | — | $40,640,242 | | 2022 | $4,111,673 | $(504,503) | — | $193,294 | — | $3,800,464 | | 2021 | $6,407,004 | $6,989,578 | — | $6,525,031 | — | $19,921,613 |

  173. 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 Other NEOs | average change in fair value from last day of prior year to last day of year of unvested equity awards for Other NEOs | average vesting-date fair value of equity awards granted during year that vested during year for Other NEOs | average change in fair value from last day of prior year to vesting date of unvested equity awards that vested during year for Other NEOs | average fair value at last day of prior year of equity awards forfeited during year for Other NEOs | total — average inclusion of equity values for Other NEOs | | 2024 | $11,959,594 | $23,269,158 | — | $1,699,939 | — | $36,928,691 | | 2023 | $11,184,572 | $7,163,734 | — | $1,506,891 | — | $19,855,197 | | 2022 | $1,622,951 | $(127,582) | — | $15,455 | — | $1,510,824 | | 2021 | $2,062,154 | $1,949,962 | — | $919,802 | — | $4,931,918 |

  174. Pay vs. Performance

    (4)The peer group used to calculate Peer Group TSR is 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, 2024. For purposes of the TSR calculation, the comparison assumes $100 was invested for the period starting March 31, 2020, through the end of the listed fiscal year in our 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 Other NEOs in FY 2024. This performance measure may not have been the most important financial performance measure for FY 2023, 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.

  175. Pay vs. Performance

    | | 76 | 2024 Proxy Statement |

  176. Pay vs. Performance

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

  177. Relationship Between Compensation Actually Paid and Total Shareholder Return (“TSR”)

    Relationship Between Compensation Actually Paid and 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 Other NEOs, our cumulative TSR over our four most recently completed fiscal years, and the Peer Group TSR over the same period.

  178. Relationship Between Compensation Actually Paid and Total Shareholder Return (“TSR”)

    | 2024 Proxy Statement | 77 | |

  179. Relationship Between Compensation Actually Paid and Total Shareholder Return (“TSR”)

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

  180. Relationship Between PEO and Other NEOs Compensation Actually Paid and Net Income

    Relationship Between PEO and Other NEOs 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 Other NEOs, and our Net Income during our four most recently completed fiscal years.

  181. Relationship Between PEO and Other NEOs Compensation Actually Paid and Net Income

    | | 78 | 2024 Proxy Statement |

  182. Relationship Between PEO and Other NEOs Compensation Actually Paid and Net Income

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

  183. Relationship Between PEO and Other NEOs Compensation Actually Paid and Adjusted EBITDA

    Relationship Between PEO and Other NEOs 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 Other NEOs, and our Adjusted EBITDA during our four most recently completed fiscal years.