Anna von Bayern
Chief Corporate Affairs Officer at COTY
Executive
About Anna von Bayern
Anna von Bayern is Coty’s Chief Corporate Affairs Officer and member of the Executive Committee since September 1, 2020; she is 47 and also serves as CEO of the Coty-Kylie Jenner joint venture (Coty holds 51%) since February 2022 . She holds a BA in History and Politics from Stanford, a MA in Creative Writing from University of East Anglia, and a Master’s in Politics, Philosophy and Economics from Ludwig-Maximilians-University; she is a journalist, moderator, and author of two bestselling political biographies and anchors “Die Richtigen Fragen” on BILD since 2016 . Company performance during her tenure shows cumulative TSR values of 93.40 (FY2023), 78.50 (FY2024), and 104.00 (FY2025), with Adjusted EBITDA rising from $905.3M (FY2022) to $1,091.1M (FY2024) before modestly declining to $1,081.7M in FY2025; FY2025 like-for-like net revenue growth was -2% and free cash flow was $278M .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Publicis Consultants (Paris) | Early career in communications | 2001 | Built foundational communications expertise relevant to global brand stewardship |
| Axel Springer Akademie (Berlin) | Journalism school | 2000s (not specified) | Developed media/journalism skillset underpinning corporate affairs leadership |
| BILD am Sonntag | Political correspondent; member of Federal Press Conference | 2000s–2010s (not specified) | Established public policy/media network; enhanced reputation in press circles |
| BILD (Die Richtigen Fragen) | Anchor of political talk show | Since 2016 | Ongoing influence in public discourse; strengthens external stakeholder engagement |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Coty–Kylie Jenner JV (51% owned by Coty) | CEO | Since Feb 2022 | Drives celebrity beauty JV strategy and execution |
| Atlantik-Brücke; American Council on Germany | Young Leader | Not disclosed | Transatlantic network building supporting ESG/policy engagement |
Fixed Compensation
| Metric (USD) | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary | $784,213 | $861,032 | $866,487 |
| Target Bonus % of Salary (APP) | 70% | 70% | 70% |
| Actual Annual Bonus (Non-Equity Incentive) | $0 | $641,449 | $0 (APP factor was zero) |
| Perquisites and Other Compensation | $22,885 | $91,153 | $105,315 (car allowance $23,395; Italian DC employer contributions $79,196; tax services $2,724) |
Notes:
- Coty’s APP (Annual Performance Plan) bonuses for FY2025 were not paid because the Adjusted EBITDA threshold was not met (collective factor = 0) .
Performance Compensation
FY2025 Annual Performance Plan (APP) Outcomes
| Metric | Minimum | Target | Actual | Performance Factor | Payout Impact |
|---|---|---|---|---|---|
| Net Revenue Growth (Like-for-Like) | 6% | 7% | -2% | 0.60 | Contributes to factor below target |
| Adjusted EBITDA ($) | $1,189M | $1,200M | $1,081.7M | 0.60; threshold not met (no bonus if <$1,175M) | Zero payout due to threshold miss |
| Free Cash Flow ($) | $410M | $440M | $278M | 0.60 | Contributes to factor below target |
| Total APP Payout Factor | — | — | 0 | — | No APP awards paid |
Performance RSU (PRSU) Structure for FY2025 Grants (Three-year performance period: Jul 1, 2024–Jun 30, 2027)
| Metric | Weighting | Measurement | Payout Range |
|---|---|---|---|
| Adjusted Operating Income | 60% | Cumulative over 3 years | 0%–100% of PRSUs earned |
| Net Revenue (LFL) Growth | 30% | Average over 3 years | 0%–100% of PRSUs earned |
| ESG Ratings Improvement | 10% | Assessed at end of FY2027 | Contributes to 0%–100% total |
Grant timing and practices: No stock options granted to NEOs since FY2020; Remuneration and Nomination Committee currently has no plans to grant options . Equity grants are not backdated; repricing is prohibited absent stockholder approval .
Equity Ownership & Alignment
| Item | Data |
|---|---|
| Total Beneficial Ownership | 1,586,957 Class A shares; <1% of 873,857,477 outstanding as of Sep 12, 2025 |
| Stock Ownership Guidelines | Executive Committee members: 3x base salary; five-year phase-in; majority of executives/directors have achieved initial compliance |
| Hedging/Pledging | Hedging prohibited; pledging not disclosed |
| Options | None outstanding; Company has not issued options to NEOs since FY2020 |
| Vested Stock in FY2025 | 326,196 shares vested; value realized $2,511,709 |
Outstanding Unvested Equity (as of June 30, 2025)
| Award Type | Grant Date | Shares Unvested | Vesting Schedule/Date | Market Value at $4.65 |
|---|---|---|---|---|
| RSUs (one-time EC grant) | Oct 19, 2023 | 259,463 | Graded: 15% (Oct 19, 2024), 15% (Oct 19, 2025), 20% (Oct 19, 2026), 20% (Oct 19, 2027), 30% (Oct 19, 2028) | $1,206,503 |
| RSUs (prior plan) | Oct 19, 2022 | 203,938 | 25% per year; 50% in year 3 (scheduled over 2023–2025) | $948,312 |
| PRSUs (FY2024 grant) | Oct 19, 2023 | 61,050 | Full cliff vest Oct 19, 2026, subject to performance | $283,883 |
| PRSUs (FY2025 grant) | Oct 19, 2024 | 61,050 | Full cliff vest Oct 19, 2027, subject to performance | $283,883 |
Upcoming Vesting Schedule (projected based on disclosed terms)
- Oct 19, 2025: ~45,787 RSUs (15% of 305,250 one-time EC grant)
- Oct 19, 2026: ~61,050 RSUs (20% of one-time EC grant) and 61,050 PRSUs potentially vesting, subject to performance
- Oct 19, 2027: ~61,050 RSUs (20% of one-time EC grant) and 61,050 PRSUs potentially vesting, subject to performance
- Oct 19, 2028: ~91,575 RSUs (30% of one-time EC grant)
Note: Trading subject to insider trading policy windows; hedging prohibited .
Employment Terms
| Term | Disclosure |
|---|---|
| Role & Start Date | Chief Corporate Affairs Officer; member of Executive Committee since Sep 1, 2020 |
| Contract Review | Base salary, bonus opportunities, and LTI are reviewed/set by Board or committee |
| Non-Compete/Non-Solicit | 12 months post-employment |
| Severance Multiples | Not disclosed in proxy (skip) |
| Equity Treatment (Death/Disability/Retirement) | Pro rata vesting of unvested RSUs/options based on elapsed time to next vest date |
| Change-in-Control | Double-trigger required for accelerated vesting (CIC plus qualifying termination) |
| Clawback | SEC-compliant clawback policy (amended 2023); recoupment for restatement/fraud over 3 years; applies to broader group and incentives; can cancel unvested equity |
| Insider Trading Policy | Covers U.S. and EU MAR; prohibits short sales, derivatives trading, hedging; filed with 10-K exhibits |
| Benefits/Perquisites | Car allowance; employer contributions to Italian plan; tax services; perqs generally ≤3% of total comp |
Performance & Track Record
| Indicator | FY2021 | FY2022 | FY2023 | FY2024 | FY2025 |
|---|---|---|---|---|---|
| COTY TSR (Value of $100 initial investment) | 72.40 | 63.00 | 93.40 | 78.50 | 104.00 |
| Net Income ($) | $(166.3)M | $55.5M | $495.0M | $76.2M | $(381.1)M |
| Adjusted EBITDA ($) | $760.4M | $905.3M | $972.8M | $1,091.1M | $1,081.7M |
Additional context:
- FY2025 APP metrics/outcomes: LFL Net Revenue -2%; Adjusted EBITDA $1,081.7M (below threshold); FCF $278M; resulting APP payout factor 0 .
- FY2024 Say-on-Pay approval: 94.3% of votes cast .
Compensation Peer Group (Benchmarking)
| Peer Group Companies |
|---|
| Beiersdorf; L’Oréal; Colgate-Palmolive; Procter & Gamble; Estée Lauder; Puig; Kenvue; Sephora (LVMH subsidiary); Kering; Ulta Beauty; LVMH Moët Hennessy–Louis Vuitton; Unilever PLC |
Guiding philosophy: Target total direct NEO compensation around peer median with opportunity to reach upper quartile on exceptional performance; equity-heavy mix to align with shareholder outcomes .
Compensation Structure Analysis
- Equity-heavy pay mix with five-year graded RSUs and three-year PRSUs promotes retention and long-term alignment; no options granted since FY2020 (lower leverage vs options) .
- APP emphasizes profitability and cash generation; FY2025 introduced strict Adjusted EBITDA threshold, resulting in zero bonuses when missed—disciplined pay-for-performance design .
- Stock ownership guidelines (3x salary for EC) and hedging prohibition reinforce alignment; no tax gross-ups and robust clawback policy mitigate governance risk .
Investment Implications
- Alignment and retention: Significant unvested RSUs with back-weighted vesting (20–30% in FY2026–FY2028) and PRSUs vesting in FY2026/FY2027 create strong retention incentives; upcoming vesting events could add supply in typical trading windows but are subject to insider trading policies and performance hurdles for PRSUs .
- Pay-for-performance discipline: Zero FY2025 APP payout due to EBITDA threshold miss underscores rigor; PRSU metrics (Adjusted Operating Income, LFL revenue, ESG) tie long-term equity outcomes to operational execution and sustainability posture .
- Ownership: Beneficial ownership is <1% of outstanding shares, but stock ownership guidelines require 3x salary for EC, supporting “skin in the game”; hedging prohibited, pledging not disclosed .
- Contract protections: Double-trigger CIC vesting and 12-month non-compete/non-solicit reduce transition risk; pro rata vesting upon death/disability/retirement clarifies tail outcomes without gross-ups .
- Governance signals: Strong say-on-pay support (94.3% in 2024) and independent compensation advisor usage indicate shareholder acceptance of the program’s design; absence of option grants reduces repricing risk .