Frank Engelen

About Frank Engelen

Frank Engelen (age 54) is Vice Chairman and Co‑CEO of JAB Holding Company S.à r.l. (“JAB Sarl”). He is a new nominee for election to Coty’s Board at the Nov 6, 2025 annual meeting; the Board has determined he qualifies as an independent director under NYSE standards . Engelen previously served as CFO of JAB Sarl (Dec 2023–May 2025) and was a long‑tenured partner at PwC, including roles on PwC Netherlands’ Management Board and PwC Europe’s Executive Board. He holds a law degree from Leiden University and an LL.M. in International Tax Law from Erasmus University Rotterdam .

Past Roles

External Roles

Board Governance

• Independence: The Coty Board determined Engelen is independent under NYSE criteria. Note: Coty is a “controlled company” (~52% voting power held by JAB Group and affiliates) but elects not to use NYSE governance exemptions; RNC remains fully independent .
• Committee assignments: As a 2025 nominee, Engelen is not listed on standing committees (AFC members: Makanju, Parize, Singer (Chair); RNC members: Ballini (Chair), Rochet, Singer) .
• Lead Independent Director: Beatrice Ballini (appointed July 16, 2025) .
• Executive sessions: Board and independent director executive sessions occur regularly .
• Attendance: FY2025 Board held 6 meetings (AFC 8; RNC 5; ad hoc Special Committee 21). Each director exceeded 75% attendance; Engelen’s attendance N/A pre‑election .

Fixed Compensation

FY2025 total director compensation (illustrative): many non‑employee directors received $120,000 cash plus $180,000 stock award fair value; chairs/Lead ID higher; Engelen, as a nominee, would be entitled to the standard non‑employee package upon election .

Performance Compensation

Coty’s performance metrics (APP, PRSUs) apply to executives, not directors; Engelen’s director compensation is fixed cash plus time‑vested RSUs .

Other Directorships & Interlocks

• JAB portfolio interlocks: Engelen and other Coty directors hold roles across JAB‑affiliated companies (e.g., JDE Peet’s; Keurig Dr Pepper). Robert Singer continues as KDP audit chair; Engelen’s KDP directorship ended Feb 2025, reducing direct interlock risk with Singer at KDP going forward .
• Controlled company implications: JAB Group and affiliates hold ~52% (54% including aligned voting interests); Stockholders Agreement mandates special committees of independent, disinterested directors for JAB‑related transactions .

Expertise & Qualifications

• Technical: International tax law; complex deal and corporate structuring; financing .
• Industry: Broad consumer/portfolio experience via JAB; governance at large consumer brands .
• Education: Law (Leiden University); LL.M. International Tax Law (Erasmus University Rotterdam); Comenius College degree .

Equity Ownership

Director and executive stock ownership guidelines: Non‑employee directors should reach holdings ≥3x annual cash retainer within a 5‑year phase‑in; hedging prohibited .

Governance Assessment

• Strengths

  • Independent determination under NYSE standards; Board maintains a majority of independent directors despite controlled status .
  • Clear committee charters; experienced AFC Chair (Singer) designated audit committee financial expert .
  • Robust related‑party transaction policy overseen by AFC; special committee framework for JAB‑related matters under the Amended and Restated Stockholders Agreement .
  • Regular executive sessions; appointment of Lead Independent Director (Ballini) enhances independent oversight .
  • Shareholder support: 2024 Say‑on‑Pay approval ~94.3% (sentiment on compensation governance) .

• Risks and potential conflicts

  • RED FLAG: JAB ties—Engelen is JAB Co‑CEO with possible indirect pecuniary interest in Coty via JAB Beauty; while “independent” under NYSE, he is unlikely “disinterested” for JAB‑related transactions, requiring exclusion from special committees per Stockholders Agreement .
  • Controlled company dynamics—JAB holds ~52% voting power; ongoing related‑party dealings with JAB affiliates (e.g., Pret A Manger sublease) elevate conflict monitoring needs .
  • Ownership alignment—Engelen reports no direct Coty share ownership as of record date, implying limited personal “skin‑in‑the‑game” until director RSUs are granted/vest .

• Attendance/engagement

  • FY2025 attendance strong at Board level (>75% for all directors), but Engelen’s attendance not applicable pre‑election .

• Compensation alignment

  • Director pay structure is predominantly fixed cash and time‑vested RSUs; no performance equity for directors—alignment relies on equity holding guidelines and vesting horizon (5 years) .

Investor implications: Engelen brings deep tax and structuring expertise useful for portfolio and capital allocation. However, his JAB leadership creates structural conflicts and limits participation in JAB‑related matters; diligence on special committee independence, related‑party approvals, and director stock accumulation will be key monitoring areas .

Notes on Unavailable/Not Disclosed Items

• Committee membership for Engelen, per‑director attendance, and any director‑specific meeting fees are not disclosed for the nominee; assignments occur post‑election .
• No insider Form 4 transactions for Engelen are disclosed in the proxy; as a nominee pre‑election, Section 16 reporting may not apply yet (skip) .