Anna Makanju

About Anna Makanju

Independent director since December 2020; Age 48. Currently VP of Global Affairs at OpenAI, with prior senior policy roles at Facebook (2018–2021), and U.S. government service (Special Adviser to then–Vice President Biden; Senior Adviser to the U.S. Ambassador to the UN; Director for Russia at the U.S. National Security Council). Education: B.A., Western Washington University; J.D. (Pro Bono Distinction), Stanford Law School .

Past Roles

Organization	Role	Tenure	Committees/Impact
Facebook	Senior policy roles; Global Policy Manager for content regulation	2018–2021	Content policy/regulatory experience
U.S. Vice President’s Office	Special Adviser (Europe & Eurasia)	Not disclosed	Policy engagement across 51 countries
U.S. Ambassador to the UN	Senior Adviser	Not disclosed	Multilateral diplomacy/regulatory experience
U.S. National Security Council	Director for Russia	Not disclosed	Geopolitical risk, sanctions/policy expertise
Cleary Gottlieb & Hague Tribunals	Attorney; international law practice	Not disclosed	Legal, international law background

External Roles

Organization	Role	Status/Timing	Notes
Panera Brands Inc.	Director	Served until May 2025	JAB-affiliated portfolio company; ended prior to current proxy

Board Governance

Committee assignments: Audit & Finance Committee (AFC) member; AFC chaired by Robert Singer; all AFC members are independent and financially literate under NYSE rules; Makanju is independent under Rule 10A-3 .
Independence: Board determined Makanju is independent; COTY maintains majority-independent board despite NYSE “controlled company” exemptions .
Attendance and engagement: FY2025 meeting count—Board: 6; AFC: 8; RNC: 5; ad hoc Special Committee: 21; all directors attended >75% of Board and committee meetings during their service period. All directors attended the 2024 annual meeting .
Lead Independent Director: Beatrice Ballini appointed Lead Independent Director on July 16, 2025 .
Risk oversight: AFC oversight includes financial reporting, internal controls, related-person transaction review, cybersecurity/privacy; Board has a Cybersecurity Special Committee including the AFC Chair .

Fixed Compensation

Component	FY2025 Detail	Vesting/Terms
Annual Board retainer (cash)	$120,000	Paid in November; prorated for service period
Committee chair fees	N/A (not a chair)	Chairs of AFC/RNC: +$30,000
Lead Independent Director fee	N/A	+$30,000 applies to Lead Independent Director
Special Committee meeting fees	N/A	Members receive $1,500 per meeting
Annual RSU grant value	$180,000 (grant-date fair value)	Grant on Nov 15, 2024; RSUs vest on 5th anniversary; acceleration on death/disability; pro rata vesting after ≥1 year on termination; change-in-control acceleration
Annual RSU share count	25,000 RSUs (standard for non-employee directors)	As above
FY2025 total director compensation	$300,000 (cash $120,000 + stock $180,000)	—

Equity outstanding (as of June 30, 2025): 113,287 RSUs attributed to Makanju in the aggregate .

Performance Compensation

COTY does not use performance-based equity or bonuses for non-employee directors; director equity is time-vested RSUs per the director stock plan .

Other Directorships & Interlocks

Company	Relationship	Interlock/Conflict Consideration
Panera Brands Inc. (ended May 2025)	JAB portfolio company	Historical network tie to JAB ecosystem; current status ended; Board continues to include JAB-affiliated directors under controlled company status

Expertise & Qualifications

Governance/legal/regulatory expertise; ESG oversight; artificial intelligence/digital technologies; management/leadership experience (per COTY director skills matrix). Makanju’s background emphasizes AI risk and regulatory policy .

Equity Ownership

Item	Detail	Notes
Beneficial ownership (Class A)	0 shares reported as beneficially owned as of Sept 12, 2025 (less than 1%)	RSUs for directors settle after termination and are excluded from “Shares” column
RSUs outstanding	113,287 RSUs (aggregate)	Director RSUs vest fifth anniversary; settlement post‑service
Ownership guidelines	Directors: 3× annual cash retainer after 5-year phase-in; majority of executives/directors achieved initial compliance (names not disclosed)	Hedging prohibited; no tax gross-ups; clawback policy in place

Governance Assessment

Board effectiveness: Makanju strengthens AFC oversight with legal/regulatory and AI risk expertise; AFC independence and financial literacy confirmed; related-party transaction approvals routed through AFC; Cybersecurity special committee supports elevated risk governance .
Independence and attendance: Independent under NYSE standards and Rule 10A‑3; met attendance thresholds with Board/AFC activity levels; attended 2024 annual meeting .
Compensation & alignment: FY2025 pay mix ~40% cash / 60% equity ($120k/$180k); standard 25k RSU award aligned with long-term service, but no personal share ownership disclosed as of the record date, which may limit immediate “skin in the game” alignment until RSUs vest/settle post‑service .
Conflicts/related party: No related‑party transactions involving Makanju disclosed; historical Panera Brands directorship ended May 2025; AFC oversight and Stockholders Agreement provisions mitigate controlled-company risks via disinterested independent director processes .
Shareholder signals: 2024 Say‑on‑Pay approval ~94.3% indicates broad support for compensation governance framework (company-wide context) .

RED FLAGS

Controlled company structure with multiple JAB-affiliated directors; mitigations include maintaining majority-independent board and disinterested independent director requirements for material related-party matters .
No personal Class A share ownership reported for Makanju as of the record date (while significant RSUs are outstanding and subject to service vesting/settlement) .

Mitigants

Strong AFC independence, clear related-party transaction policy and review procedures; Board maintains independent lead director; clawback and anti-hedging policies in place .