DEF 14A of e.l.f. Beauty, Inc., Jul 9, 2025

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

Filed Jul 9, 2025 · FY20250001600033-25-000027

Open on EDGAR

  1. OUR BOARD OF DIRECTORS

    OUR BOARD OF DIRECTORS

  2. OUR BOARD OF DIRECTORS

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

  3. Who are the Nominees?

    Who are the Nominees? Our Board has nominated the following three individuals for election as Class III directors at the 2025 annual meeting. All of our nominees are current members of our Board.

  4. Who are the Nominees?

    | Tarang Amin | Charles (“Chip”) Bergh | | •Chairman and CEO •Director since 2014 | •Former CEO of Levi Strauss & Co. •Director since April 2025 |

  5. Who are the Nominees?

    | Lori Keith | | •Portfolio Manager of the Parnassus Mid-Cap Fund •Director since 2020 •Audit Committee and NomGov Committee Member |

  6. Who are the Nominees?

    | | 8 | 2025 Proxy Statement |

  7. Who are the Nominees?

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

  8. Who are the Nominees?

    Each of the nominees has consented to being named as a nominee in this Proxy Statement and to serving as a Class III director for a three-year term expiring at our 2028 annual meeting of stockholders and until his or her successor is duly elected and qualified, or until his or her earlier death, resignation, disqualification, retirement or removal. Mr. Amin and Ms. Keith were previously elected to our Board by our stockholders in 2022. Mr. Bergh was appointed to our Board in April 2025 to fill a vacancy on our Board created by the resignation of Beth Pritchard; he is standing for election as a director by stockholders for the first time. Mr. Bergh was recommended to the Nominating and Corporate Governance Committee and our Board by Boardspan Inc., an independent director search firm engaged by the Nominating and Corporate Governance Committee. If elected, each of Mr. Amin, Mr. Bergh and Ms. Keith will serve until the 2028 annual meeting of stockholders and until his or her successor is duly elected and qualified, or until his or her earlier death, resignation, disqualification, retirement or removal. If for any reason any nominee is unable or declines to serve at the time of the 2025 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 III director. It includes the specific experience, qualifications and skills considered by the Nominating and Corporate Governance Committee and/or our Board in assessing the appropriateness of the person to serve as a director, as well as the start of each director’s tenure on our Board, such director’s committee assignments and his or her age as of the date of this Proxy Statement. We have carefully evaluated the other forms of service of our nominees and determined that all of our nominees can commit the requisite time and attention to serve our stockholders’ interests. Additionally, none of our nominees are “over-boarded” according to thresholds of certain major institutional investors and proxy advisory firms, according to their respective voting policies. For additional information about our nominees, please visit investor.elfbeauty.com/corporate-governance/board-of-directors.

  10. What are the Qualifications of the Nominees?

    | 2025 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

    | Tarang Amin Chairman | | | Age: 60 | 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 by Reckitt Benckiser) •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 — member of Compensation and People Committee (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 businesses •Member of the board of directors of Pharmavite LLC, a privately held nutritional supplements company •Member of The Conference Board’s Committee for Economic Development and of The Wall Street Journal’s CEO Council •Member of the Board of Advisors, Duke University Center of Leadership & Ethics 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 businesses provides him with the qualifications and skills to serve as a member of our Board. | |

  14. Director Nominees

    | | 10 | 2025 Proxy Statement |

  15. Director Nominees

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

  16. Director Nominees

    | Chip Bergh | | | Age: 67 | Current Occupation and Select Prior Experience •Harvard Business School, a leading private university ◦Senior Lecturer (July 2024 to present) •Levi Strauss & Co., a global brand-name apparel company ◦President and Chief Executive Officer (September 2011 to January 2024) ◦Director (September 2011 to April 2024) •Procter & Gamble Co., a world-leading multinational consumer goods company ◦Group President, Global Male Grooming (2009 to September 2011) ◦Various other executive roles, including managing businesses in multiple regions worldwide (1983 to 2009) Other Public Company Boards •HP, Inc. (NYSE: HPQ), a leading provider of computers, printers, and printer supplies—current chair of the board and member of the HR and Compensation, Nominating, Governance and Social Responsibility Committee (June 2015 to present) •Pinterest, Inc. (NYSE: PINS), a visual search and discovery platform—current chair of the governance committee and member of the compensation committee (2024 to present) Other Affiliations/Experience/Information •Over 40 years of experience leading consumer products and retail businesses •Former member of the boards of directors of VF Corporation and the Economic Development Board of Singapore Education •B.A. in International Affairs from Lafayette College | | Independent | | | Director since: April 2025 | | | Term ends: 2025 | | | Committees: None | | | Key qualifications: | | | •Capital Allocation | | | •Consumer Products | | | •Corporate Governance | | | •ESG & Climate Risks | | | •Financial Literacy | | | •HR, Exec. Comp. & Talent Mgmt. | | | •International Business | | | •Legal/Regulatory | | | •Marketing/Sales/Bus. Dev. | | | •Operations | | | •Public Company | | | •Retail/Beauty | | | •Risk Management | | | •Senior Leadership | | | •Shareholder Advocacy | | | •Strategic Planning | | | We believe Mr. Bergh’s extensive experience in executive leadership at large global companies, and his strong operational and strategic background with significant experience in brand management and international business management, provide him with the qualifications and skills to serve as a member of our Board. | |

  17. Director Nominees

    | 2025 Proxy Statement | 11 | |

  18. Director Nominees

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

  19. Director Nominees

    | Lori Keith | | | Age: 56 | 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 •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. | |

  20. Director Nominees

    | | 12 | 2025 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 2025 annual meeting. It includes the specific experience, qualifications and skills considered by the Nominating and Corporate Governance Committee and/or our Board in assessing the appropriateness of the person to serve as a director, as well as the start of each director’s tenure on our Board, such director’s committee assignments and his or her age as of the date of this Proxy Statement.

  23. Class I Directors (Terms Expiring in 2026)

    Class I Directors (Terms Expiring in 2026)

  24. Class I Directors (Terms Expiring in 2026)

    | Kenny Mitchell | | | Age: 49 | Current Occupation and Select Prior Experience •Levi Strauss & Co., a global 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. (Chair) | | | Key qualifications: | | | •Consumer Products | | | •Corporate Governance | | | •HR, Exec. Comp. & Talent Mgmt. | | | •International Business | | | •Marketing/Sales/Bus. Dev. | | | •Public Company | | | •Retail/Beauty | | | •Senior Leadership | | | •Shareholder Advocacy | | | •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. | |

  25. Class I Directors (Terms Expiring in 2026)

    | 2025 Proxy Statement | 13 | |

  26. Class I Directors (Terms Expiring in 2026)

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

  27. Class I Directors (Terms Expiring in 2026)

    | Gayle Tait | | | Age: 48 | Current Occupation and Select Prior Experience •GT Advisory, a business consulting and services company ◦Advisor (January 2025 to present) •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 (August 2021 to January 2025) •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: Comp. | | | 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. | |

  28. Class I Directors (Terms Expiring in 2026)

    | | 14 | 2025 Proxy Statement |

  29. Class I Directors (Terms Expiring in 2026)

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

  30. Class I Directors (Terms Expiring in 2026)

    | Maureen Watson | | | Age: 57 | Current Occupation and Select Prior Experience •Madison Reed, Inc., a hair care and color company ◦Chief Product Officer (August 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 •Member of the board of directors of the San Francisco AIDS Foundation (April 2017 to June 2023; Chair, January 2021 to June 2023) Education •B.A. in Political Science and French from Middlebury College | | Independent | | | Director since: August 2015 | | | Term ends: 2026 | | | Committees: NomGov (Chair) | | | Key qualifications: | | | •Consumer Products | | | •Corporate Governance | | | •ESG & Climate Risks | | | •HR, Exec. Comp. & Talent Mgmt. | | | •International Business | | | •Legal/Regulatory | | | •Marketing/Sales/Bus. Dev. | | | •Operations | | | •Public Company | | | •Retail/Beauty | | | •Risk Management | | | •Senior Leadership | | | •Strategic Planning | | | •Tech/Digital Media | | | 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. | |

  31. Class I Directors (Terms Expiring in 2026)

    | 2025 Proxy Statement | 15 | |

  32. Class I Directors (Terms Expiring in 2026)

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

  33. Class II Directors (Terms Expiring in 2027)

    Class II Directors (Terms Expiring in 2027)

  34. Class II Directors (Terms Expiring in 2027)

    | Tiffany Daniele | | | Age: 43 | 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 Commerce from University of Virginia | | Independent | | | Director since: May 2022 | | | Term ends: 2027 | | | Committees: Audit | | | Key qualifications: | | | •Capital Allocation | | | •Consumer Products | | | •Corporate Governance | | | •Financial Literacy | | | •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. | |

  35. Class II Directors (Terms Expiring in 2027)

    | | 16 | 2025 Proxy Statement |

  36. Class II Directors (Terms Expiring in 2027)

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

  37. Class II Directors (Terms Expiring in 2027)

    | Maria Ferreras | | | Age: 53 | 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: August 2024 | | | Term ends: 2027 | | | Committees: NomGov | | | 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. | |

  38. Class II Directors (Terms Expiring in 2027)

    | 2025 Proxy Statement | 17 | |

  39. Class II Directors (Terms Expiring in 2027)

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

  40. Class II Directors (Terms Expiring in 2027)

    | Lauren Cooks Levitan Lead Independent Director | | | Age: 59 | Current Occupation and Select Prior Experience •Root, a co-founding platform for building and scaling innovative consumer businesses ◦Co-Chief Executive Officer (June 2025 to present) •Faire Wholesale, Inc., an online wholesale marketplace company ◦President (July 2024 to June 2025) ◦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 •Member of the board of directors of Faire (July 2025 - present) 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: 2027 | | | Committees: Audit (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. | |

  41. Class II Directors (Terms Expiring in 2027)

    | | 18 | 2025 Proxy Statement |

  42. Class II Directors (Terms Expiring in 2027)

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

  43. About Our Board

    About Our Board

  44. Non-Employee Director Compensation Program

    Non-Employee Director Compensation Program We compensate our non-employee directors for their service on our Board in accordance with our Non-Employee Director Compensation Program. We also reimburse all directors for their reasonable business expenses incurred in connection with their activities as directors. The following table describes the components of our Amended and Restated Non-Employee Director Compensation Program in effect for FY 2025.

  45. Non-Employee Director Compensation Program

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

  46. Non-Employee Director Compensation Program

    | 2025 Proxy Statement | 29 | |

  47. Non-Employee Director Compensation Program

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

  48. Director Compensation Table

    Director Compensation Table The following table shows the compensation earned by or paid to our non-employee directors for their service in FY 2025. 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 | $52,644 | $139,931 | $192,575 | | Maria Ferreras(2) | $27,321 | $139,931 | $167,252 | | Lori Keith(3) | $55,563 | $139,931 | $195,494 | | Lauren Cooks Levitan | $58,187 | $139,931 | $198,118 | | Kenny Mitchell(3) | $55,052 | $139,931 | $194,983 | | Beth Pritchard(4) | $71,195 | $139,931 | $211,126 | | Gayle Tait(3) | $49,939 | $139,931 | $189,870 | | Maureen Watson(3) | $48,064 | $139,931 | $187,995 | | Richard Wolford(3)(5) | $23,736 | — | $23,736 |

  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 2025 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, 2025.

  51. Director Compensation Table

    | name | unexercised stock options | RSUs(1) | | Tiffany Daniele | — | 821 | | Maria Ferreras | — | 821 | | Lori Keith | — | 1,147 | | Lauren Cooks Levitan | 17,094 | 821 | | Kenny Mitchell | — | 1,144 | | Beth Pritchard | — | — | | Gayle Tait | — | 1,114 | | Maureen Watson | 3,875 | 1,103 | | Richard Wolford | — | — |

  52. Director Compensation Table

    (1)100% of the RSUs will vest on the date of the 2025 annual meeting, subject to the director’s continued service through such date. (2)Ms. Ferreras was appointed as a member of the Board effective as of August 22, 2024. (3)Elected to receive RSUs in lieu of cash retainers for the FY 2025 Board term. The RSUs received in lieu of cash for the FY 2025 Board term were granted on August 22, 2024 (the date of the 2024 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. The remainder is included in the stock awards column. (4)Ms. Pritchard resigned from our Board effective March 31, 2025 and, as such, forfeited her entire equity award for the FY 2025 Board term (measured as of the date of the 2024 annual meeting to the date of the 2025 annual meeting). (5)Mr. Wolford resigned from our Board effective August 22, 2024 and, as such, did not receive an equity grant for the FY 2025 Board term (measured as of the date of the 2024 annual meeting to the date of the 2025 annual meeting).

  53. Director Compensation Table

    | | 30 | 2025 Proxy Statement |

  54. Director Compensation Table

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

  55. Delivered Strong Long-Term Stock Price Performance and Total Stockholder Return

    Delivered Strong Long-Term Stock Price Performance and Total Stockholder Return While our Total Stockholder Return (“TSR”) for the one-year period ending March 31, 2025 underperformed the S&P 500 Index and the S&P 500 Consumer Discretionary Index, our TSR for the three- and five-year periods ending March 31, 2025 vastly outperformed those indexes. Our TSR for the 1-, 3- and 5-year periods through the end of FY 2025 were -68%, 143% and 538%.

  56. Delivered Strong Long-Term Stock Price Performance and Total Stockholder Return

    | 2025 Proxy Statement | 43 | |

  57. Delivered Strong Long-Term Stock Price Performance and Total Stockholder Return

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

  58. FY 2025 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 the form of equity awards | 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 |

  59. FY 2025 Executive Compensation Key Aspects and Highlights

    Our executive compensation program is designed to directly tie the majority of 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 2025, 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 2025, all named executive officers received 50% of their equity awards in time-based RSUs and 50% of their equity awards in the form of performance-based restricted stock units (“PSUs”). The 50/50 split was calculated based on the number of shares underlying each type of award (assuming target achievement of performance goals). The RSUs and the PSUs granted in FY 2025 (the “FY 2025 PSUs”) each are designed to incentivize long-term performance, align the interests of our executive officers with the long-term interests of our stockholders and maximize retention of our executive officers. The RSUs vest over a four-year period, with four equal installments vesting annually on the anniversary of the grant date. The FY 2025 PSUs are (i) tied to our net sales and Adjusted EBITDA performance measured over a three-year performance period (April 1, 2024–March 31, 2027) and market share performance for our e.l.f. Cosmetics brand over the same three-year performance period, and (ii) earned PSUs have a single, cliff vest following the end of the three-year performance period. Key aspects and highlights of our compensation-related decisions in FY 2025 include the following: •No changes to base salaries or target annual cash incentive opportunities. We maintained the existing base salaries and target annual cash incentive opportunities for each of our named executive officers. We have never increased the base salaries of our named executive officers, which for Mr. Amin and Mr. Milsten have remained the same for over 11 years and for Ms. Fields, Ms. Marchisotto, and Mr. Franks remain the same since they joined us. Additionally, we have kept the target annual cash incentive opportunities for Mr. Amin and Ms. Fields the same as when they joined us in 2014 and 2019, respectively, and kept the target annual cash incentive opportunities for Mr. Milsten, Ms. Marchisotto, and Mr. Franks the same as the opportunities in the fiscal year ending March 31, 2023 (“FY 2023”). In FY 2023, the Compensation Committee

  60. FY 2025 Executive Compensation Key Aspects and Highlights

    increased the target annual cash incentive opportunities for each of our senior vice presidents (other than Ms. Fields) from 40% to 50% to maintain relative internal parity among our executive officers. •Annual cash incentives tied to financial performance. We continued to tie our annual cash incentive compensation solely to our profitability. Consistent with previous years, we made no changes to our FY 2025 annual cash incentive compensation plan target following its initial approval by the Compensation Committee in May 2024. Factoring in the relevant opportunities and risks, our Compensation Committee determined that the target for our annual cash incentive compensation program for FY 2025 was rigorous, aggressive and challenging, attainable only with strong performance, and aligned with our objectives for FY 2025. The Adjusted EBITDA target of $286.0 million represented a nearly 21% increase over our actual Adjusted EBITDA result of $235.7 million in FY 2024, reflecting our ambitious business and operational plans for FY 2025. In order to earn any payout, a minimum of 80% of target performance had to be achieved. Adjusted EBITDA is a non-GAAP financial measure, and we provide a reconciliation of net income to Adjusted EBITDA in Annex A and a short definition of Adjusted EBITDA in the Note Regarding Non-GAAP Financial Measures. •Emphasis on equity compensation. We continued to provide the majority of target compensation opportunity awarded to our named executive officers in the form of equity to instill an ownership culture, align the interests of our named executive officers with the interests of our stockholders and support long-term retention. Our time-based RSUs vest over four years to align with the long-term interests of our stockholders and to maximize retention of our executive officers. •Maintain a significant percentage of equity granted to our named executive officers in the form of performance-based equity. We continued our practice of granting PSUs to all named executive officers to closely align their compensation with our strong pay-for-performance culture and focus on motivating the delivery of substantial and sustainable value to stockholders. In FY 2025, we kept the proportion of our long-term incentive equity that is performance-based at 50% of the shares underlying our total equity compensation (assuming target achievement of performance goals) for all named executive officers, with the remaining portion being in the form of time-based RSUs. •FY 2025 PSUs tied to three-year financial and market share performance with cliff vesting. The FY 2025 PSU payout is tied to our net sales and Adjusted EBITDA compound annual growth rates (CAGR) for a three-year performance period, with an additional 25% payout if our e.l.f. Cosmetics brand increases market share over the same three-year performance period. Earned FY 2025 PSUs will cliff vest, subject to continued service and solely to the extent earned, on the first June 3 after the Compensation Committee’s certification of our performance relative to the targets following the three-year performance period. Factoring in the relevant opportunities and risks, the performance required to achieve payout of FY 2025 PSUs is rigorous, aggressive and challenging, and only attainable with sustained strong performance. We also believe the 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 2025 was variable and at-risk, and 50% of our CEO’s total target compensation for FY 2025 was performance-based. In addition, 50% of the long-term incentive equity grant (calculated based on target performance) was in the form of FY 2025 PSUs.

  61. FY 2025 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. | | | | |

  62. FY 2025 Executive Compensation Key Aspects and Highlights

    •Peer group. Consistent with best practices for corporate governance, the Compensation Committee has committed to, on an annual basis, review and assess 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 2025, in February 2024, the Compensation Committee conducted a review of our peer group, with assistance from its independent compensation consultant, 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 2025 peer group, when the peer group was adopted in February 2024 (using data from December 31, 2023), we were at the 38th percentile for trailing twelve-month revenue and the 83rd percentile for 30-day average market capitalization. The compensation paid to our named executive officers for FY 2025 is discussed in more detail in the sections of the CD&A that follow.

  63. Compensation Philosophy, Objectives and Design

    | What We Don’t Do | | | ✗ | We don’t provide annual guaranteed salary increases or guarantee minimum cash bonuses. | | ✗ | We don’t modify our performance targets during the performance period except in the case of extraordinary or unforeseeable circumstances. | | ✗ | 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. |

  64. Roles and Responsibilities

    | Compensation Committee | | | • | Reviews and approves individual executive compensation decisions, including compensation for each of our executive officers (including our Chief Executive Officer), and new hire packages and employment agreements for new executive officers, as well as severance and change in control provisions. | | • | Evaluates and manages our executive compensation philosophy and programs, overseeing decisions regarding specific equity-based compensation plans, programs and grants. | | • | Reviews, at least annually, the selection of companies in our peer group to evaluate the competitiveness of executive officer and non-employee director compensation programs. | | • | Conducts annual reviews and approves (or, if applicable, makes recommendations to our board of directors regarding the adoption and approval of) our cash-based and equity-based incentive compensation plans and arrangements for our executive officers and non-employee directors. | | • | Considers stockholder feedback and all other factors to help align our executive compensation program with the interests of e.l.f. Beauty and our stockholders and long-term value creation. | | • | Evaluates the independence of its outside advisers, including the compensation consultant and outside legal counsel, considering the six independence factors established by the SEC. |

  65. 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 with respect to his own compensation). | • | 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. |

  66. 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. |

  67. 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 2025:

  68. Peer Group

    | FY 2025 peer group* | | | | | BellRing Brands, Inc.(1) (NYSE: BRBR) | | Coty Inc.(1) (NYSE: COTY) | Shutterstock, Inc. (NYSE: SSTK) | | Boot Barn Holdings, Inc.(1) (NYSE: BOOT) | | Movado Group, Inc. (NYSE: MOV) | The Beauty Health Company (NASDAQ: SKIN) | | CAVA Group, Inc.(1) (NYSE: CAVA) | | Olaplex Holdings, Inc. (NASDAQ: OLPX) | The Simply Good Foods Company (NASDAQ: SMPL) | | Celsius Holdings, Inc.(1) (NASDAQ: CELH) | | Planet Fitness, Inc. (NYSE: PLNT) | WD-40 Company(1) (NASDAQ: WDFC) | | Chuy's Holdings, Inc. (NASDAQ: CHUY) | | Revolve Group, Inc. (NYSE: RVLV) | YETI Holdings, Inc. (NYSE: YETI) | | (1) | Added to the peer group for FY 2025. | | | | * | CarParts.com, Clarus, Duluth, PetMed Express and The Lovesac Company 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. Ruth’s Hospitality Group was removed from the peer group as it was acquired. | | |

  69. Peer Group

    As compared to our FY 2025 peer group, when the peer group was adopted in February 2024 (using data from December 31, 2023), we were at the 38th percentile for trailing twelve-month revenue and the 83rd percentile for 30-day average market capitalization.

  70. Peer Group

    | | 50 | 2025 Proxy Statement |

  71. Peer Group

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

  72. Compensation Program Components

    | Base Salary | Annual Cash Incentive | Long-Term Incentive | | Paid in cash | Paid in cash | Paid in equity | | Fixed compensation | Variable/At-risk compensation | Variable/At-risk compensation | | 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. |

  73. Targeted Pay Mix

    | (1) Comprised of base salary (at the annual rate in effect) for FY 2025, annual cash incentive for FY 2025 (assuming target achievement of performance) and the value of the equity awards granted in FY 2025 (assuming target achievement of performance). 50% of the long-term incentive is in the form of time-based RSUs and 50% of the long-term incentive is in the form of PSUs, with the split assuming target achievement of performance goals. |

  74. 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. The funding percentage is 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.

  75. Annual Cash Incentive Compensation

    | | 52 | 2025 Proxy Statement |

  76. Annual Cash Incentive Compensation

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

  77. Annual Cash Incentive Compensation

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

  78. Annual Cash Incentive Compensation

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

  79. 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 relative to the performance targets chosen by the Compensation Committee. There is a threshold funding percentage of 80% (if the threshold performance level is achieved) and a maximum funding percentage of 200% (if the maximum performance level 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 (for example, if actual performance is 50% between the target and maximum levels, the funding percentage would be 150%). If the threshold performance level is not achieved, the funding percentage is set at 0% and no annual cash incentive compensation is paid.

  80. Annual Cash Incentive Compensation

    | performance level achievement | funding percentage of the annual cash incentive compensation pool | | threshold level not achieved | 0% | | threshold level | 80% | | between threshold and target levels | 81% to 99% | | target level | 100% | | between target and maximum level | 101% to 199% | | maximum level or greater | 200% |

  81. 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 2024. The decision to keep target annual cash incentive opportunities at the same level as in FY 2024 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 2025 for our named executive officers were as follows:

  82. Annual Cash Incentive Compensation

    | FY 2025 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 |

  83. Annual Cash Incentive Compensation

    | 2025 Proxy Statement | 53 | |

  84. Annual Cash Incentive Compensation

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

  85. FY 2025 Annual Cash Incentive Compensation

    FY 2025 Annual Cash Incentive Compensation In each year since our common stock became publicly traded, 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 all of our employees) have been rewarded with annual cash incentive compensation up to 200% of target, and when we have under-performed against the targets below the threshold level, no annual cash incentive compensation has been paid. For FY 2025, the Compensation Committee again chose Adjusted EBITDA as our annual cash incentive compensation program performance metric because it is a key measure we use to understand and evaluate our operational performance and because the Compensation Committee believes Adjusted EBITDA is an important driver of the price of our common stock, which aligns compensation for our executive officers with maximizing stockholder value. Adjusted EBITDA is a non-GAAP financial measure, and we provide a reconciliation of net income to Adjusted EBITDA in Annex A and a short definition of Adjusted EBITDA in 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 2025 budget, which was adopted at the beginning of the fiscal year. Specifically, the Compensation Committee set the Adjusted EBITDA bonus goals in April 2024 and, once set, the goals were not altered or changed in any way. Based on our expected business momentum in FY 2025, 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 $235.7 million in FY 2024 (after funding of the FY 2024 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 21% over our actual Adjusted EBITDA for FY 2024 to achieve a 100% payout, the Compensation Committee believed that the Adjusted EBITDA performance levels required for payouts were aggressive and challenging, only attainable with strong performance and were aligned with our objectives for FY 2025. The Adjusted EBITDA performance levels and the corresponding funding percentages for the FY 2025 annual cash incentive compensation pool were as follows:

  86. FY 2025 Annual Cash Incentive Compensation

    | Adjusted EBITDA Goals for FY 2025 Annual Cash Incentive Compensation | | | | | | | adj. EBITDA(1) | funding percentage(2) | | threshold | | $242.7 million | 80% | | target | | $286.0 million | 100% | | maximum | | $295.3 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. For example, achievement of Adjusted EBITDA of $290.7 million would result in a funding percentage of 150%. The annual cash incentive compensation pool is not funded if performance is below the threshold level. | | |

  87. FY 2025 Annual Cash Incentive Compensation

    Consistent with past practice, the FY 2025 annual cash incentive compensation pool was self-funded, meaning that our Adjusted EBITDA performance in FY 2025 needed to be sufficient to generate profit to pay the annual cash incentive payouts for FY 2025 and to generate profit for e.l.f. Beauty and our stockholders.

  88. FY 2025 Annual Cash Incentive Compensation

    | | 54 | 2025 Proxy Statement |

  89. FY 2025 Annual Cash Incentive Compensation

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

  90. FY 2025 Annual Cash Incentive Compensation

    We achieved approximately $297 million in Adjusted EBITDA in FY 2025, after funding of the annual cash incentive compensation pool. This Adjusted EBITDA performance resulted in an overall funding percentage of 200%. The annual cash incentive payouts for FY 2025 for our named executive officers were as follows:

  91. FY 2025 Annual Cash Incentive Compensation

    | FY 2025 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 |

  92. FY 2025 Annual Cash Incentive Compensation

    The annual cash incentive payouts for FY 2025 are reported under the heading “non-equity incentive plan comp.” in the Summary Compensation Table.

  93. 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, particularly given that there have been no increases to base salaries; and •internal parity among our executive officers.

  94. FY 2023 Performance Equity Award Payout

    FY 2023 Performance Equity Award Payout As described in our Proxy Statement for FY 2023, the Compensation Committee granted PSUs to our named executive officers in FY 2023 (the “FY 2023 PSUs”). The FY 2023 PSUs were tied to our net sales CAGR (weighted 60%) and Adjusted EBITDA CAGR (weighted 40%) performance for the three-year performance period from April 1, 2022 to March 31, 2025 (the “FY 2023 PSU Performance Period”), with an additional 25% payout if our e.l.f. Cosmetics brand increased market share over the FY 2023 PSU Performance Period (based on applicable Nielsen xAOC data as of dates roughly corresponding to the beginning and end

  95. FY 2023 Performance Equity Award Payout

    | 2025 Proxy Statement | 55 | |

  96. FY 2023 Performance Equity Award Payout

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

  97. FY 2023 Performance Equity Award Payout

    of the FY 2023 PSU Performance Period). Each FY 2023 PSU represented the right to receive up to 2.25 shares of our common stock upon vesting. A visual depiction of the calculation of the payout for the FY 2023 PSUs is shown below:

  98. FY 2023 Performance Equity Award Payout

    | Net Sales CAGR Payout | | + | Adjusted EBITDA CAGR Payout | | + | Market Share Gain Payout | = | FY 2023 PSU Payout (%) | | achievement factorx | 60% | | achievement factorx | 40% | | 25% only if achieved | | |

  99. FY 2023 Performance Equity Award Payout

    The net sales CAGR and Adjusted EBITDA CAGR goals for the FY 2023 PSUs were as follows:

  100. FY 2023 Performance Equity Award Payout

    | FY 2023 PSU Net Sales CAGR and Adjusted EBITDA CAGR Goals | | | | | | | | | net sales CAGR | achievement factor(1) | adjusted EBITDA CAGR | achievement factor(1) | | below target | | <4% | 0% | <4% | 0% | | target | | ≥4% | 100% | ≥4% | 100% | | maximum level | | ≥9% | 200% | ≥9% | 200% | | (1) | The achievement factors correspond, on a linear basis, to net sales CAGR and Adjusted EBITDA CAGR performance between target and maximum level. For example, if the net sales CAGR performance or the Adjusted EBITDA CAGR was 6.5%, the achievement factor assigned would be 150%. | | | | |

  101. FY 2023 Performance Equity Award Payout

    Given the prospect of continued disruptions from COVID-19 in consumer behavior and global supply chain challenges in June 2022 when the performance levels were set, the Compensation Committee believed that the performance levels required for payout of the FY 2023 PSUs were challenging and rigorous and were aligned with our then-publicly announced three-year long-range plan. Our performance with respect to the FY 2023 performance metric over the FY 2023 PSU Performance Period were as follows:

  102. FY 2023 Performance Equity Award Payout

    | FY 2023 PSU Performance Metrics Achievement | | | | | | net sales CAGR | adjusted EBITDA CAGR | e.l.f. Cosmetics market share(1) | | | 49.6% | 58.4% | 12.5% | | (1) | Nielsen xAOC L52WE 3/22/25 | | |

  103. FY 2023 Performance Equity Award Payout

    The net sales CAGR performance and the Adjusted EBITDA CAGR performance were each greater than the maximum respective performance levels for the FY 2023 PSUs and our e.l.f. Cosmetics brand’s market share of 12.5% as of March 22, 2025 was greater than our e.l.f. Cosmetics brand’s market share of 5.8% as of March 26, 2022 (each based on applicable Nielsen xAOC data) and, as such, resulted in an overall payout of the FY 2023 PSUs of 225%.

  104. FY 2023 Performance Equity Award Payout

    | | 56 | 2025 Proxy Statement |

  105. FY 2023 Performance Equity Award Payout

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

  106. FY 2023 Performance Equity Award Payout

    The payouts for the FY 2023 PSUs for our named executive officers were as follows:

  107. FY 2023 Performance Equity Award Payout

    | FY 2023 PSU Payouts | | | | | name | target (number of PSUs) | actual payout (% of target) | actual payout (number of shares issued) | | Tarang Amin | 79,780 | 225% | 179,505 | | Mandy Fields | 41,790 | 225% | 94,028 | | Josh Franks | 41,790 | 225% | 94,028 | | Kory Marchisotto | 41,790 | 225% | 94,028 | | Scott Milsten | 41,790 | 225% | 94,028 |

  108. FY 2025 Equity Awards

    FY 2025 Equity Awards Consistent with its practice in FY 2024, the Compensation Committee decided to grant equity awards to all our named executive officers in FY 2025 as follows: •50% of the shares underlying equity compensation (based on target achievement of performance goals) granted in the form of time-based RSUs, which, in order to enhance retention and align with the long-term interests of our stockholders, vest over a four-year period in four substantially equal annual installments, subject to continued service through each vesting date (except with respect to a qualifying retirement (as defined under the heading “Executive Compensation—Compensation Discussion and Analysis—Other Compensation Information—Retirement Plans and Policies”)); and •50% of the shares underlying equity compensation (based on target achievement of performance goals) granted in the form of PSUs to continue to closely align the executive officer’s compensation with our strong pay-for-performance culture and focus on the delivery of substantial value to our stockholders. For FY 2025, 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 2025 executive compensation, the achievement of 20 consecutive quarters of net sales growth (and the corresponding statistic that only five public consumer companies (including e.l.f. Beauty) out of 274 had grown for 20 straight quarters and averaged at least 20% sales growth per quarter) and the market share growth of our e.l.f. Cosmetics and e.l.f. SKIN brands), 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.

  109. FY 2025 Equity Awards

    | 2025 Proxy Statement | 57 | |

  110. FY 2025 Equity Awards

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

  111. FY 2025 Equity Awards

    Below is a summary of the equity awards granted to our named executive officers in FY 2025:

  112. FY 2025 Equity Awards

    | | | FY 2025 Equity Awards | | | | | | | | type of award | number of awards(1) | grant date fair value(2) | | Tarang Amin | | | PSUs | 18,834 | $3,699,939 | | | | | RSUs | 18,834 | $3,699,939 | | Mandy Fields | | | PSUs | 11,198 | $2,199,847 | | | | | RSUs | 11,198 | $2,199,847 | | Josh Franks | | | PSUs | 11,198 | $2,199,847 | | | | | RSUs | 11,198 | $2,199,847 | | Kory Marchisotto | | | PSUs | 11,198 | $2,199,847 | | | | | RSUs | 11,198 | $2,199,847 | | Scott Milsten | | | PSUs | 11,198 | $2,199,847 | | | | | RSUs | 11,198 | $2,199,847 | | (1) | Represents the number of shares of our common stock issuable upon vesting if we achieve the net sales CAGR and Adjusted EBITDA CAGR at target performance levels, but the market share gain performance metric is not achieved. | | | | | | (2) | Represents the aggregate grant date fair value of the applicable equity awards granted to the named executive officer, calculated in accordance with FASB ASC Topic 718 for stock-based compensation transactions, disregarding the effects of estimated forfeitures. For a discussion of the valuation of these equity awards, see Notes to Consolidated Financial Statements at Note 12 in the 2025 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. | | | | |

  113. FY 2025 Equity Awards

    The FY 2025 PSUs were issued in June 2024 and were structured the same as the PSUs granted in FY 2024 (the “FY 2024 PSUs”) (with upward adjustments to all performance levels required for payout). The FY 2025 PSUs are tied to our net sales CAGR (weighted 60%) and Adjusted EBITDA CAGR (weighted 40%) performance for the three-year performance period from April 1, 2024 to March 31, 2027 (the “FY 2025 PSU Performance Period”), with an additional 25% payout if our e.l.f. Cosmetics brand achieves the market share gains performance metric target over the FY 2025 PSU Performance Period (based on applicable Nielsen xAOC data as of dates roughly corresponding to the beginning and end of the FY 2025 PSU Performance Period). The maximum payout for the FY 2025 PSUs is 225%. A visual depiction of the calculation of the payout for the FY 2025 PSUs is shown below:

  114. FY 2025 Equity Awards

    | Net Sales CAGR Payout | | + | Adjusted EBITDA CAGR Payout | | + | Market Share Gain Payout | = | FY 2025 PSU Payout (%) | | achievement factorx | 60% | | achievement factorx | 40% | | 25% only if achieved | | |

  115. FY 2025 Equity Awards

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  116. FY 2025 Equity Awards

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

  117. FY 2025 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:

  118. FY 2025 Equity Awards

    | FY 2025 PSU Achievement Factor Correlation to Performance | | | | | net sales CAGR | achievement factor(1) | adjusted EBITDA CAGR | achievement factor(1) | | below target | 0% | below target | 0% | | target | 100% | target | 100% | | maximum | 200% | maximum | 200% |

  119. FY 2025 Equity Awards

    | (1) The achievement factors correspond, on a linear basis, to performance between target and maximum level. The achievement factors do not correspond, on a linear basis, between below target and target. For example, if the net sales CAGR performance is halfway between the target and maximum performance goals, the achievement factor assigned will be 150%. |

  120. FY 2025 Equity Awards

    The FY 2025 PSUs will vest in a single installment, subject to continued service (except with respect to a qualifying retirement) and to the extent earned, upon the Compensation Committee’s certification of our achievement following the FY 2025 PSU Performance Period. Factoring in the relevant opportunities and risks, the performance levels for the FY 2025 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 2025 PSU Performance Period and helps to incentivize long-term performance. An example calculation of the payout for the FY 2025 PSUs is shown below. This example assumes net sales CAGR performance is at target (resulting in an achievement factor of 100%), the Adjusted EBITDA CAGR performance is at the maximum (resulting in an achievement factor of 200%), and our e.l.f. Cosmetics brand achieves the market share gain performance metric over the FY 2025 PSU Performance Period (resulting in an additional 25% payout). The FY 2025 PSU payout would be 165% of target calculated as follows:

  121. FY 2025 Equity Awards

    | Net Sales CAGR Payout | | + | Adjusted EBITDA CAGR Payout | | + | Market Share Gain Payout | = | FY 2025 PSU Payout 165% | | achievement factor of 100%x | 60% | | achievement factor of 200%x | 40% | | 25% | | |

  122. 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.”

  123. Employment Agreements

    | 2025 Proxy Statement | 59 | |

  124. Employment Agreements

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

  125. Retirement Plans and Policies

    Retirement Plans and Policies 401(k) Plan We maintain a 401(k) retirement savings plan for the benefit of our employees, including our executive officers, who satisfy certain eligibility requirements. Under the 401(k) plan, eligible employees may elect to defer a portion of their compensation, within the limits prescribed by the Internal Revenue Code, on a pre-tax or after-tax (i.e., Roth) basis through contributions to the 401(k) plan. We also generally make matching contributions based on the percentage of each employee’s elective deferrals, subject to a pre-determined maximum. We believe that providing a vehicle for tax-deferred retirement savings through our 401(k) plan adds to the overall desirability of our executive compensation package. See the “all other compensation” column in the Summary Compensation Table for information relating to 401(k) plan matching contributions made to our named executive officers in FY 2025. Equity Award Retirement Policy In FY 2025, the Compensation Committee adopted our Equity Award Retirement Policy to make retirement decisions for leadership and older and more tenured employees easier and facilitate the transition to the next generation of leaders at e.l.f. Beauty. The Equity Award Retirement Policy provides that if an eligible employee of the Company (including our named executive officers) retires from the Company or its affiliates at least six months after the grant date of an award of RSUs or PSUs granted on or after June 1, 2024 and that retiring employee satisfies the retirement criteria listed below (a “qualifying retirement”), (i) any time-based RSUs held by that eligible retiring employee will accelerate and vest in full on the employee’s retirement date and (ii) any PSUs held by that eligible retiring employee as of the retirement date will remain outstanding and eligible to vest through the applicable vesting date and will vest and be settled based on the achievement determined by the Board or a committee thereof in accordance with the applicable award agreement without regard to any continuous service requirement. Subject to certain restrictions, limitations and exceptions, employees must satisfy the following requirements to be eligible for the retirement benefits under the Equity Award Retirement Policy: •the employee is at least 55 years old;

  126. Retirement Plans and Policies

    •the employee has worked for the Company or its affiliates for at least five years (which does not need to be consecutive); •the sum of the employee’s age and years of service to the Company or its affiliates (which does not need to be consecutive) is at least 65; and •the employee has provided notice of intent to retire at least three months in advance; and •the anticipated retirement date is at least six months after the grant date for any award of RSUs or PSUs. The benefits under the Equity Award Retirement Policy are subject to such eligible retiring employee (or such employee’s estate) delivering a general release of claims against the Company and its affiliates in a form acceptable to the Company that becomes effective and irrevocable within 30 days after the retirement date. The Equity Award Retirement Policy only applies to equity awards granted on or after June 1, 2024, which includes the RSUs issued in FY 2025 and the FY 2025 PSUs.

  127. Responsible Equity Grant Practices

    Responsible Equity Grant Practices Our equity grant practices ensure all grants are made on fixed pre-established grant dates and at exercise prices or grant prices equal to the “fair market value” of e.l.f. Beauty common stock on such dates. For the last five years, we have generally granted our annual equity awards to our executive officers on or around 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, if any) prior to establishing the value of annual equity awards for our executive officers. We do not otherwise maintain any formal written policies on the timing of awards of stock options, SARs, or similar instruments with option-like features. If the Company decides to issue stock option grants, the Compensation Committee will consider whether there is any material nonpublic information (“MNPI”) about the Company when determining the timing of stock option grants and does not seek to time the award of stock options in relation to the Company’s public disclosure of MNPI. The Company has not timed the release of MNPI for the purpose of affecting the value of executive compensation. We do not backdate, reprice, or grant stock options retroactively. During FY 2025, we did not grant stock options, stock appreciation rights, or similar option‐like instruments to our named executive officers during the four business days prior to or the one business day following the filing of our periodic reports or the filing or furnishing of a Form 8-K that discloses material nonpublic information.

  128. Post-Employment Compensation

    Post-Employment Compensation In hiring our current executive officers, we developed compensation packages that could attract qualified candidates to fill our most critical positions, which the Compensation Committee determined required providing some protection in the event of an involuntary termination. In general, our executive officers’ employment agreements define employment as at-will and provide severance benefits upon certain terminations. Any payments or benefits upon a termination are subject to a release of claims and compliance with restrictive covenants. We do not provide Section 280G gross-up payments. Each executive officer’s employment agreement provides that if his or her employment is terminated (i) by us for reasons other than death, disability or “cause” (as defined in each employment agreement), or (ii) by the executive officer for “good reason” (as defined in each employment agreement), then, in addition to any accrued but unpaid base salary and paid time off and such employee benefits, if any, to which the executive officer or his or her eligible dependents may be entitled under our employee benefit plans or programs, and reimbursement for reasonable business expenses, each as would have been payable through the date of termination and any unpaid annual cash incentive earned for a previously completed fiscal year, he or she will be entitled to receive: •an amount equal to his or her base salary (except that Mr. Amin will be entitled to two times his base salary), payable in installments; •continued COBRA coverage for the executive officer and his or her eligible dependents for a period of up to 12 months (except that Mr. Amin and Mr. Milsten, who each commenced employment prior to our current post-employment benefits practices, are entitled to 18 months); and •pro-rated annual cash incentive payout based on actual performance for the fiscal year in which termination occurs, provided that the executive officer has been employed for at least six months of such fiscal year. If an executive officer’s employment is terminated due to death or disability, each executive officer’s employment agreement provides that he or she will be eligible to receive a pro-rated annual cash incentive payout based on actual performance for the fiscal year in which termination occurs. All severance payments and benefits are contingent upon each executive officer’s compliance with certain confidentiality and other applicable provisions 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 severance arrangements in effect as of March 31, 2025 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.”

  129. Change in Control Arrangements

    Change in Control Arrangements In the event of an executive officer’s termination of employment by us for reasons other than death, disability or “cause” or by the executive officer for “good reason” (each as defined in the applicable award agreement under our 2016 Equity Incentive Award Plan), in each case, within 12 months following a “change in control” (as defined in the 2016 Equity Incentive Award Plan): •each time-vesting equity award will accelerate and vest in full; •all PSUs will accelerate in full (based on the better of actual or target achievement); and •the executive officer will also be entitled to the benefits described under the heading “Executive Compensation—Compensation Discussion and Analysis—Other Compensation Information—Post-Employment Compensation.” All severance payments and benefits are contingent upon each executive officer’s compliance with certain confidentiality and other applicable provisions in his or her respective employment agreement and the execution of a general release of claims in favor of e.l.f. Beauty. In addition, under the 2016 Equity Incentive Award Plan, as amended, the vesting of equity awards will fully accelerate in the event equity awards are not assumed or substituted for in a change in control. For additional details regarding change in control arrangements in effect as of March 31, 2025 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.”

  130. 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 2025, FY 2024 and FY 2023. Dollar amounts are rounded to the nearest whole dollar amount.

  131. Summary Compensation Table

    | name and principal position | | year | salary | stock awards(1)(2) | non-equity incentive plan comp. | all other comp.(3) | total | | Tarang Amin Chairman, Chief Executive Officer, and President | | 2025 | $475,000.00 | $7,399,879 | $950,000 | $9,500 | $8,834,379 | | | | 2024 | $475,000.00 | $6,999,891 | $950,000 | $9,500 | $8,434,391 | | | | 2023 | $475,000.00 | $4,199,619 | $950,000 | $9,500 | $5,634,119 | | Mandy Fields SVP and Chief Financial Officer | | 2025 | $350,000.00 | $4,399,694 | $350,000 | $7,000 | $5,106,694 | | | | 2024 | $350,000.00 | $3,999,938 | $350,000 | $7,000 | $4,706,938 | | | | 2023 | $350,000.00 | $2,199,826 | $350,000 | $7,000 | $2,906,826 | | Josh Franks SVP, Chief Operations Officer | | 2025 | $325,000.00 | $4,399,694 | $325,000 | $6,500 | $5,056,194 | | | | 2024 | $325,000.00 | $3,999,938 | $325,000 | $6,500 | $4,656,438 | | | | 2023 | $325,000.00 | $2,199,826 | $325,000 | $6,500 | $2,856,326 | | Kory Marchisotto SVP and Chief Marketing Officer | | 2025 | $325,000.00 | $4,399,694 | $325,000 | $6,500 | $5,056,194 | | | | 2024 | $325,000.00 | $3,999,938 | $325,000 | $6,500 | $2,856,326 | | | | 2023 | $325,000.00 | $2,199,826 | $325,000 | $6,500 | $2,856,326 | | Scott Milsten SVP, General Counsel, Chief People Officer, and Corporate Secretary | | 2025 | $325,000.00 | $4,399,694 | $325,000 | $6,500 | $5,056,194 | | | | 2024 | $325,000.00 | $3,999,938 | $325,000 | $6,500 | $4,656,438 | | | | 2023 | $325,000.00 | $2,199,826 | $325,000 | $6,500 | $2,856,326 | | (1) | Represents the grant date fair value of the applicable equity awards granted to the named executive officer in the year indicated, calculated in accordance with FASB ASC Topic 718 for stock-based compensation transactions, disregarding the effects of estimated forfeitures. For a discussion of the valuation of these equity awards, see Notes to Consolidated Financial Statements at Note 12 in the 2025 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 2025 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 2025 PSUs as of the grant date for Mr. Amin is $8,324,863 and for each other named executive officer is $4,949,656. 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 2025, represents the amount of matching contributions made by e.l.f. Beauty under our 401(k) plan. | | | | | | |

  132. Summary Compensation Table

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  133. Summary Compensation Table

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

  134. 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 2025. 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.

  135. 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 | | — | $360,000 | $475,000 | $950,000 | — | — | — | — | — | | | | 6/1/2024 | — | — | — | 4,709 | 18,834 | 42,377 | — | $3,699,939 | | | | 6/1/2024 | — | — | — | — | — | — | 18,834 | $3,699,939 | | Mandy Fields | | — | $140,000 | $175,000 | $350,000 | — | — | — | — | — | | | | 6/1/2024 | — | — | — | 2,800 | 11,198 | 25,196 | — | $2,199,847 | | | | 6/1/2024 | — | — | — | — | — | — | 11,198 | $2,199,847 | | Josh Franks | | — | $130,000 | $162,500 | $325,000 | — | — | — | — | — | | | | 6/1/2024 | — | — | — | 2,800 | 11,198 | 25,196 | — | $2,199,847 | | | | 6/1/2024 | — | — | — | — | — | — | 11,198 | $2,199,847 | | Kory Marchisotto | | | $130,000 | $162,500 | $325,000 | — | — | — | — | — | | | | 6/1/2024 | — | — | — | 2,800 | 11,198 | 25,196 | — | $2,199,847 | | | | 6/1/2024 | — | — | — | — | — | — | 11,198 | $2,199,847 | | Scott Milsten | | — | $130,000 | $162,500 | $325,000 | — | — | — | — | — | | | | 6/1/2024 | — | — | — | 2,800 | 11,198 | 25,196 | — | $2,199,847 | | | | 6/1/2024 | — | — | — | — | — | — | 11,198 | $2,199,847 | | (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 2025, as determined by the Compensation Committee. 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 based on our net sales CAGR (weighted 60%) and Adjusted EBITDA CAGR (weighted 40%) performance for the three-year performance period from April 1, 2024 to March 31, 2027, with an additional 25% payout if our e.l.f. Cosmetics brand gains market share over the same three-year performance period. The PSUs vest in a single installment, subject to continued service and to the extent earned, on the first June 3 after the Compensation Committee’s certification of our achievement following the three-year performance period. The threshold value assumes no achievement of the net sales CAGR or Adjusted EBITDA CAGR targets but achievement of the market share gain performance metric. | | | | | | | | | | | (3) | All awards shown in this column are time-based RSUs, which vest over a four-year period in four substantially equal annual installments, subject to continued service through each vesting date. | | | | | | | | | | | (4) | Represents the grant date fair value of the applicable equity awards granted to the named executive officer in the year indicated, calculated in accordance with FASB ASC Topic 718 for stock-based compensation transactions, disregarding the effects of estimated forfeitures. The PSUs were valued based on attainment of the performance goals at the target level of performance as of the grant date. For a discussion of the valuation of these equity awards, see Notes to Consolidated Financial Statements at Note 12 in the 2025 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. | | | | | | | | | |

  136. Grants of Plan-Based Awards

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  137. Grants of Plan-Based Awards

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

  138. 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, 2025. Dollar amounts, except exercise prices, are rounded to the nearest whole dollar.

  139. 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 | — | — | — | — | | | | 6/1/2021(2) | — | — | — | — | — | 17,227 | $1,081,683 | — | — | | | | 6/1/2022(2) | — | — | — | — | — | 39,890 | $2,504,693 | — | — | | | | 6/1/2022(3) | — | — | — | — | — | 179,505 | $11,271,182 | — | — | | | | 6/1/2023(2) | — | — | — | — | — | 24,638 | $1,547,020 | — | — | | | | 6/1/2023(4) | — | — | — | — | — | — | — | 32,851 | $4,641,107 | | | | 6/1/2024(2) | — | — | — | — | — | 18,834 | $1,125,322 | — | — | | | | 6/1/2024(5) | — | — | — | — | — | — | — | 42,377 | $2,660,852 | | Mandy Fields | | 6/1/2021(2) | — | — | — | — | — | 6,800 | $426,972 | — | — | | | | 6/1/2022(2) | — | — | — | — | — | 20,894 | $1,311,934 | — | — | | | | 6/1/2022(3) | — | — | — | — | — | 94,027 | $5,903,955 | — | — | | | | 6/1/2023(2) | — | — | — | — | — | 14,079 | $884,020 | — | — | | | | 6/1/2023(4) | — | — | — | — | — | — | — | 42,237 | $8,279,719 | | | | 6/1/2024(2) | — | — | — | — | — | 11,198 | $703,122 | — | — | | | | 6/1/2024(5) | — | — | — | — | — | — | — | 25,196 | $1,582,057 | | Josh Franks | | 6/1/2021(2) | — | — | — | — | — | 6,800 | $426,972 | — | — | | | | 6/1/2022(2) | — | — | — | — | — | 20,894 | $1,311,934 | — | — | | | | 6/1/2022(3) | — | — | — | — | — | 94,027 | $5,903,955 | — | — | | | | 6/1/2023(2) | — | — | — | — | — | 14,079 | $884,020 | — | — | | | | 6/1/2023(4) | — | — | — | — | — | — | — | 42,237 | $2,652,061 | | | | 6/1/2024(2) | — | — | — | — | — | 11,198 | $703,122 | — | — | | | | 6/1/2024(5) | — | — | — | — | — | — | — | 25,196 | $1,582,057 | | Kory Marchisotto | | 6/1/2021(2) | — | — | — | — | — | 6,800 | $426,972 | — | — | | | | 6/1/2022(2) | — | — | — | — | — | 20,894 | $1,311,934 | — | — | | | | 6/1/2022(3) | — | — | — | — | — | 94,027 | $5,903,955 | — | — | | | | 6/1/2023(2) | — | — | — | — | — | 14,079 | $884,020 | — | — | | | | 6/1/2023(4) | — | — | — | — | — | — | — | 42,237 | $2,652,061 | | | | 6/1/2024(2) | — | — | — | — | — | 11,198 | $703,122 | — | — | | | | 6/1/2024(5) | — | — | — | — | — | — | — | 25,196 | $1,582,057 | | 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 | — | — | — | — | | | | 6/1/2021(2) | — | — | — | — | — | 6,800 | $426,972 | — | — | | | | 6/1/2022(2) | — | — | — | — | — | 20,894 | $1,311,934 | — | — | | | | 6/1/2022(3) | — | — | — | — | — | 94,027 | $5,903,955 | — | — | | | | 6/1/2023(2) | — | — | — | — | — | 14,079 | $884,020 | — | — | | | | 6/1/2023(4) | — | — | — | — | — | — | — | 42,237 | $2,652,061 | | | | 6/1/2024(2) | — | — | — | — | — | 11,198 | $703,122 | — | — | | | | 6/1/2024(5) | — | — | — | — | — | — | — | 25,196 | $1,582,057 | | (1) | Represents the market value of stock awards as of March 31, 2025 (the last trading day of FY 2025), based on the closing price of our common stock on that date of $62.79 per share (as reported on the NYSE) (the “Fiscal Year End Stock Price”). | | | | | | | | | | |

  140. Outstanding Equity Awards at Fiscal Year-End

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  141. Outstanding Equity Awards at Fiscal Year-End

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

  142. 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 2023 PSUs vest based on our net sales CAGR (weighted 60%) and Adjusted EBITDA CAGR (weighted 40%) performance for the three-year performance period from April 1, 2022 to March 31, 2025, with an additional 25% payout if our e.l.f. Cosmetics brand gains market share 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 additional 25% payout. The Compensation Committee determined in April 2025 that all the performance levels for the FY 2023 PSUs were achieved at maximum level and that our e.l.f. Cosmetics brand gained market share over the performance period. As a result, the FY 2023 PSUs vested in April 2025 at the maximum amount. | | (4) The FY 2024 PSUs vest based on our net sales CAGR (weighted 60%) and Adjusted EBITDA CAGR (weighted 40%) performance for the three-year performance period from April 1, 2023 to March 31, 2026, with an additional 25% payout if our e.l.f. Cosmetics brand gains market share 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 additional 25% payout. | | (5) The FY 2025 PSUs vest based on our net sales CAGR (weighted 60%) and Adjusted EBITDA CAGR (weighted 40%) performance for the three-year performance period from April 1, 2024 to March 31, 2027, with an additional 25% payout if our e.l.f. Cosmetics brand gains market share over the same three-year performance period. The FY 2025 PSUs vest in a single installment, subject to continued service and to the extent earned, upon the first June 3 after the Compensation Committee’s certification of our achievement following the three-year performance period. The amounts shown assume achievement at maximum level with the additional 25% payout. |

  143. Stock Option Exercises and Stock Vested

    Stock Option Exercises and Stock Vested The following table presents information regarding RSUs, PSUs, and shares of restricted stock that vested with respect to our named executive officers during FY 2025. Dollar amounts are rounded to the nearest whole dollar. None of our named executive officers exercised stock options during FY 2025.

  144. Stock Option Exercises and Stock Vested

    | | | stock awards | | | name | | number of shares acquired on vesting | value realized on vesting(2) | | Tarang Amin | | 213,967 | $37,810,067 | | Mandy Fields | | 89,773 | $15,993,570 | | Josh Franks | | 79,361 | $13,948,132 | | Kory Marchisotto | | 89,773 | $15,993,570 | | Scott Milsten | | 92,274 | $16,447,403 | | (1) | The value realized equals the closing trading price of our common stock on the vesting date multiplied by the number of PSUs or RSUs, as applicable, that vested. | | |

  145. Pension Benefits

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

  146. Non-Qualified Deferred Compensation

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

  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, 2025). Dollar amounts are rounded to the nearest whole dollar.

  149. Estimated Potential Payments upon Termination or Change in Control

    | Tarang Amin | | | | | | | | benefit | qualifying retirement | 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) | — | $42,163 | — | — | — | $42,163 | | Equity Acceleration(2)(3) | $2,365,174 | — | — | $24,831,765 | $24,831,765 | $24,831,765 | | Total | $2,365,174 | $1,942,163 | $950,000 | $24,831,765 | $24,831,765 | $26,773,928 |

  150. Estimated Potential Payments upon Termination or Change in Control

    | Mandy Fields | | | | | | | | benefit | qualifying retirement | 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)(3) | — | — | — | — | $13,464,122 | $13,464,122 | | Total | — | $700,392 | $350,000 | — | $13,464,122 | $14,164,514 |

  151. Estimated Potential Payments upon Termination or Change in Control

    | 2025 Proxy Statement | 71 | |

  152. Estimated Potential Payments upon Termination or Change in Control

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

  153. Estimated Potential Payments upon Termination or Change in Control

    | Josh Franks | | | | | | | | benefit | qualifying retirement | qualifying termination absent a change in control | termination due to death or disability | change in control with equity assumption or substitution | change in control without equity assumption or substitution | qualifying change in control termination | | Continued Base Salary | — | $325,000 | — | — | — | $325,000 | | Pro—Rated Annual Cash Incentive | — | $325,000 | $325,000 | — | — | $325,000 | | Continued Benefits(1) | — | $25,606 | — | — | — | $25,606 | | Equity Acceleration(2)(3) | — | — | — | — | $13,464,122 | $13,464,122 | | Total | — | $675,606 | $325,000 | — | $13,464,122 | $14,139,728 |

  154. Estimated Potential Payments upon Termination or Change in Control

    | Kory Marchisotto | | | | | | | | benefit | qualifying retirement | 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) | — | $28,109 | — | — | — | $28,109 | | Equity Acceleration(2)(3) | — | — | — | — | $13,464,122 | $13,464,122 | | Total | — | $678,109 | $325,000 | — | $13,464,122 | $14,142,231 |

  155. Estimated Potential Payments upon Termination or Change in Control

    | Scott Milsten | | | | | | | | | benefit | | qualifying retirement | 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) | | — | $61,762 | — | — | — | $61,762 | | Equity Acceleration(2)(3) | | $1,405,245 | — | — | — | $13,464,122 | $13,430,028 | | Total | | $1,405,245 | $711,762 | $325,000 | — | $13,464,122 | $14,141,790 | | * | As of March 31, 2025, Mr. Amin and Mr. Milsten were the only named executive officers, due to their age and tenure, that were eligible for a qualifying retirement. | | | | | | | | (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, 2025. As of March 31, 2025, Ms. Fields was only enrolled in our vision health insurance plans and not enrolled in our medical health insurance plan. | | | | | | | | (2) | For Qualifying Retirement, represents the market value of the accelerated time-vesting RSUs and PSUs granted on or after June 1, 2024 based on the Fiscal Year End Stock Price assuming target performance for the FY 2025 PSUs. | | | | | | | | (3) | For all columns other than Qualifying Retirement, 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 and the 25% additional payout for the achievement of the e.l.f. Cosmetics brand market share gain metric, (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 and the 25% additional payout for the achievement of the e.l.f. Cosmetics brand market share gain metric, and (iv) for accelerated FY 2025 PSUs, the market value of shares underlying the FY 2025 PSUs based on the Fiscal Year End Stock Price and assuming achievement at maximum level and the 25% additional payout for the achievement of the e.l.f. Cosmetics brand market share gain metric. 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. Estimated Potential Payments upon Termination or Change in Control

    | | 72 | 2025 Proxy Statement |

  157. Estimated Potential Payments upon Termination or Change in Control

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

  158. 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 47. For FY 2025: •the median of the annual total compensation of all employees (other than our Chief Executive Officer) was $138,652; •the annual total compensation of our Chief Executive Officer was $8,834,379; 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 64 to 1. 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, 2025 as the date upon which we would identify the median employee; •all 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, 2025: ◦for full-time employees (other than hourly employees), we used (i) the employee’s annual base salary for FY 2025 on an annualized basis and as in effect on March 31, 2025, (ii) the employee’s target annual cash incentive amount for FY 2025 (assuming payout at 100% of target), and (iii) the grant date fair value of the employee’s equity awards awarded in FY 2025 (or committed in FY 2025 to award if the employee’s new hire date was after the last equity grant date in FY 2025); ◦for hourly and/or temporary employees, we used (i) actual pay for FY 2025, (ii) any bonus paid in FY 2025, and (iii) the grant date fair value of any equity awards granted in FY 2025; 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, 2025. Our “median employee” (as determined using the methodology and the material assumptions, adjustments and estimates described above) is an employee located in the United States.

  159. Chief Executive Officer Pay Ratio

    | 2025 Proxy Statement | 73 | |

  160. Chief Executive Officer Pay Ratio

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

  161. Chief Executive Officer Pay Ratio

    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 2025 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 “2025” 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 above because companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own ratios.

  162. Chief Executive Officer Pay Ratio

    | | 74 | 2025 Proxy Statement |

  163. Chief Executive Officer Pay Ratio

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

  164. 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.

  165. 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) | | 2025 | $8,834,379 | $(44,170,211) | $5,068,819 | $(22,690,525) | $638.11 | $206.73 | $112,100 | $296,800 | | 2024 | $8,434,392 | $74,170,908 | $4,669,063 | $37,597,816 | $1,992.17 | $193.46 | $127,663 | $234,741 | | 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 |

  166. 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.

  167. Pay vs. Performance

    | 2021 | 2022 | 2023 | 2024 | 2025 | | Mandy Fields | Mandy Fields | Mandy Fields | Mandy Fields | Mandy Fields | | Rich Baruch | Josh Franks | Josh Franks | Josh Franks | Josh Franks | | Kory Marchisotto | Kory Marchisotto | Kory Marchisotto | Kory Marchisotto | Kory Marchisotto | | Scott Milsten | Rich Baruch | Scott Milsten | Scott Milsten | Scott Milsten |

  168. 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.

  169. 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 | | 2025 | $8,834,379 | $(7,399,879) | $(45,604,711) | $(44,170,211) | | 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 |

  170. 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 | | 2025 | $5,068,819 | $(4,399,694) | $(23,359,650) | $(22,690,525) | | 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 |

  171. Pay vs. Performance

    | 2025 Proxy Statement | 75 | |

  172. Pay vs. Performance

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

  173. 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:

  174. 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 | | 2025 | $3,843,407 | $(44,659,083) | — | $(4,789,035) | — | $(45,604,711) | | 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 |

  175. 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 | | 2025 | $2,285,147 | $(23,721,983) | — | $(1,922,814) | — | $(23,359,650) | | 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 |

  176. 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, 2025. 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 2025. Adjusted EBITDA is a non-GAAP financial measure, and we provide a reconciliation of net income to Adjusted EBITDA in Annex A and a short definition of Adjusted EBITDA in the Note Regarding Non-GAAP Financial Measures.

  177. Pay vs. Performance

    | | 76 | 2025 Proxy Statement |

  178. Pay vs. Performance

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

  179. 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 five most recently completed fiscal years, and the Peer Group TSR over the same period.

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

    | 2025 Proxy Statement | 77 | |

  181. 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 |

  182. 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 five most recently completed fiscal years.

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

    | | 78 | 2025 Proxy Statement |

  184. 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 |

  185. 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 five most recently completed fiscal years.