e.l.f. Beauty (ELF) Proxy Filing summary

Executive summary

• Achieved over $1 billion in net sales for FY 2024, with 77% net sales growth and 108% net income growth year over year.

• Adjusted EBITDA grew by 101% to $235 million, marking the 21st consecutive quarter of net sales and market share gains.

• Board diversity remains a hallmark, with at least two-thirds women and one-third diverse members.

• Launched the “Change the Board Game” initiative to promote board diversity across U.S. companies.

• Recognized as the #1 teen cosmetics brand for the fifth consecutive season and expanded international market share.

Voting matters and shareholder proposals

• Election of three Class II directors for a three-year term expiring at the 2027 annual meeting.

• Approval of an amendment to the Certificate of Incorporation for officer exculpation.

• Advisory vote to approve executive compensation (say-on-pay).

• Ratification of Deloitte & Touche LLP as independent auditor for FY 2025.

• Board recommends voting “FOR” all proposals.

Board of directors and corporate governance

• Board is 89% independent, with a strong focus on diversity, equity, and inclusion.

• Nine directors, with staggered three-year terms; new nominee Maria Ferreras to join in 2024.

• Board committees: Audit, Compensation, and Nominating & Corporate Governance, all led by independent directors.

• Annual self-evaluations and regular refreshment of board membership.

• Stockholder engagement and communication channels are actively maintained.