Beatrice Ballini

About Beatrice Ballini

Beatrice Ballini (age 66) joined Coty’s Board in September 2019; she has chaired the Remuneration and Nomination Committee (RNC) since June 2020 and was appointed Lead Independent Director on July 16, 2025 . Her background spans operating and advisory roles: Operating Partner at VAM Investments since end of 2023 and board member of Gruppo Florence since September 2023; previously a senior leader in Russell Reynolds Associates’ Retail Practice (Board and CEO Advisory Partners), CEO of a Milan men’s clothing manufacturer, and earlier roles at Goldman Sachs and Bain . She holds a laurea in Chemical Engineering (Politecnico di Milano), an M.S. (MIT), and an MBA (MIT Sloan), and serves on the MIT Sloan EMEA Executive Board; she has taught in Sciences Po’s Master in Marketing program . The Board cites her expertise in leadership, governance, human capital, and international business as key to its effectiveness .

Past Roles

External Roles

Board Governance

• Independence and leadership: Ballini is an independent director under NYSE standards, is independent for compensation committee service, is a “non-employee director” under Rule 16b-3, and serves as Lead Independent Director (appointed July 16, 2025) .
• Committee assignments: Chair of the Remuneration and Nomination Committee (RNC); RNC members in 2025 were Ballini (Chair), Lubomira Rochet, and Robert Singer .
• Special Committee service: Member of an ad hoc Special Committee formed in January 2025 (with Huth as Chair and Parize) that was dissolved in July 2025 .
• Lead Independent Director duties: Presides over meetings without the Chair, liaises between Chair and independents, reviews/approves agendas/schedules, can call meetings of independent directors, and interfaces with major shareholders as appropriate .
• Attendance and meeting cadence: In FY2025 the Board met 6 times, the AFC 8 times, the RNC 5 times, and the ad hoc Special Committee 21 times; each director attended >75% of Board and relevant committee meetings; directors also met in executive session regularly and independents at least annually .
• Controlled company context: JAB Group owned ~52% of voting power as of Sept 12, 2025; Coty remains a “controlled company” but has not availed itself of NYSE independence exemptions and maintains a majority-independent Board and a fully independent RNC .
• Related party oversight: AFC policy governs related party transactions; interested directors are recused; a special committee of independent, disinterested directors must approve material JAB-related transactions per the Amended & Restated Stockholders Agreement .

Fixed Compensation (Director)

Notes:

• Standard director cash retainer $120,000; RNC Chair +$30,000; Lead Independent Director +$30,000; Chairman $250,000; retainers prorated and typically paid in November .
• Standard annual director equity grant: 25,000 RSUs (Chairman: 45,000 RSUs); 5-year vesting; certain acceleration on death/disability/change-in-control or pro rata vesting after 1 year if service ends .

Performance Compensation

Non-employee directors do not receive performance-based cash incentives or options; compensation is a cash retainer plus time-vested RSUs (no stock options in FY2025) . As RNC Chair, Ballini oversees executive incentive metrics; FY2025 performance outcomes and in-flight long-term incentive metrics are below.

• FY2025 Annual Performance Plan (APP) Corporate Metrics (applied to NEOs; resulted in 0 payout because Adjusted EBITDA threshold not met) :

• FY2025 PRSU Performance Targets for 3-year period (July 1, 2024–June 30, 2027; applied to NEOs) :

Additional governance of compensation Risk/Best Practices: clawback policy aligned to SEC rules (broader than required), hedging/derivatives prohibited, stock ownership/retention guidelines for executives and directors, independent external consultant (WTW) advising RNC .

Other Directorships & Interlocks

Coty’s related party disclosures (e.g., Orveda, JAB-affiliated arrangements) do not identify Ballini as an interested party; policy requires her recusal if she were interested in any transaction .

Expertise & Qualifications

• Governance and board leadership (RNC Chair since 2020; Lead Independent Director since July 16, 2025) .
• Human capital/CEO succession expertise from RRA Board & CEO Advisory Partners leadership .
• Operating/financial and strategy experience from CEO role in apparel and prior work at Bain & Goldman Sachs .
• International business and luxury/manufacturing exposure (Italy; Gruppo Florence; VAM Investments) .
• Technical and analytical training (Chemical Engineering, MIT M.S., MIT Sloan MBA) .

Equity Ownership

Stock ownership alignment and policies:

• Director equity: standard 25,000 RSUs annually; 5-year vesting; acceleration/pro rata in specific separation scenarios .
• Ownership guidelines: Directors are expected to own at least 3x the annual cash retainer within a five-year phase-in; majority of directors are in initial compliance as of FY2025 (individual compliance not disclosed) .
• Hedging and derivatives are prohibited by policy; no mention of pledging in the cited sections .

Insider Trades and Section 16 Compliance

Governance Assessment

• Positives

  • Independent leadership: RNC Chair since 2020 and Lead Independent Director since July 16, 2025, with defined LID responsibilities (agenda-setting, executive sessions, shareholder liaison) that enhance oversight in a controlled company context .
  • Committee strength and independence: RNC fully independent; Ballini overseen risk-sensitive pay design (APP/PRSU metrics, clawback, ownership guidelines) and engaged independent advisor (WTW) .
  • Process safeguards for control shareholder: Special Committee of independent, disinterested directors required for material JAB-related transactions; Ballini served on the 2025 ad hoc Special Committee .
  • Attendance and engagement: All directors exceeded 75% attendance; Board/committees met robustly in FY2025; directors attended the 2024 Annual Meeting .
  • Shareholder support: 2024 say-on-pay approval ~94.3% indicates broad investor endorsement of executive pay structure overseen by RNC .

• Risks/Watch items

  • Controlled company: JAB Group holds ~52% voting power; while Coty voluntarily maintains majority independence and an independent RNC, concentrated control can constrain minority shareholder influence .
  • Late Form 4: Administrative late filing for a purchase by Ballini (immaterial alone but monitored as a procedural control signal) .
  • Committee workload and refreshment: Significant Board refresh and multiple committee/meeting demands (including 21 ad hoc Special Committee meetings) increase reliance on effective LID processes to maintain oversight quality .

Director Compensation Structure Analysis (YoY)

• Mix shift: Reported RSU grant-date fair value decreased from $270,750 (FY2024) to $180,000 (FY2025) under a stable RSU unit policy (25,000 units), reflecting share price/fair value dynamics rather than policy change; cash retainer remained $150,000 given Ballini’s RNC Chair role (LID stipend proration reflected in timing) .
• No options, bonuses, or per-meeting fees (except ad hoc Special Committee): aligns director incentives to long-term equity with extended vesting; additional $1,500 per Special Committee meeting yielded $34,500 for Ballini in FY2025 (expected November payment) .

Compensation Committee Analysis (RNC)

• Composition in FY2025: Ballini (Chair), Rochet, Singer; all independent for compensation committee purposes .
• Consultant: Willis Towers Watson engaged; assessed as independent; remit includes peer group and benchmarking .
• Program adjustments and investor feedback: RNC integrated performance metrics into long-term equity and reinstated APP for NEOs; 2024 say-on-pay 94.3% approval suggests support for changes .

Related Party Transactions (Conflict Surveillance)

• Policy: AFC pre-approval of related person transactions; director recusal if interested; competitive terms required .
• 2025 disclosures include Orveda licensing (CEO’s prior venture; CEO divested interests in 2021), JAB-related arrangements, and other items; Ballini is not identified as an interested party in disclosed transactions .

Other Directorships & Interlocks (Network)

• No public-company directorships for Ballini disclosed in the proxy; current external board seat at Gruppo Florence and PE Operating Partner role at VAM Investments are disclosed; no supplier/customer conflicts with Coty disclosed .

Say-on-Pay & Shareholder Engagement

• Say-on-pay: 94.3% approval at 2024 Annual Meeting; Board policy provides annual say-on-pay .
• Engagement: RNC considers investor feedback in pay decisions as part of its fiduciary process .

Potential Red Flags (none material identified specific to Ballini)

• No attendance issues (Board-wide >75% attendance), no option repricing, no director loans, and no Ballini-specific related-party transactions disclosed; one late Form 4 purchase filing noted .