Kristin Blazewicz
Chief Legal Officer and General Counsel at COTY
Executive
About Kristin Blazewicz
Kristin Blazewicz is Chief Legal Officer, General Counsel and Secretary of Coty, serving since March 15, 2020 and a member of the Executive Committee . She was 46 years old as of September 26, 2024 . Her credentials include a JD and LLM in International Law from Duke University School of Law (editorial board of the Duke Law Journal), and a BS in Business Administration and Management (magna cum laude) from the University of Vermont with international business studies at WU Vienna; she has in-house and law firm experience across the U.S., China, and the Netherlands . During her tenure, Coty’s company TSR moved from $63.00 (value of $100 investment) in FY2022 to $104.00 in FY2025, with Adjusted EBITDA at $905.3M (FY2022), $972.8M (FY2023), $1,091.1M (FY2024) and $1,081.7M (FY2025), while Net Income swung negative in FY2025, informing pay-for-performance calibration across NEO incentives .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Keurig Dr Pepper Inc. | Vice President, Assistant General Counsel; various legal leadership roles | Jan 2013–Mar 2020 | Led securities, governance, finance and M&A legal work, building global compliance capabilities |
| Gibson, Dunn & Crutcher LLP | Associate | 2006–Jan 2013 | Complex corporate legal advisory foundation; cross-border exposure |
Fixed Compensation
| Year | Base Salary Paid ($) | Target Bonus (% of Salary) | Actual APP Payout ($) |
|---|---|---|---|
| 2023 | $750,000 | 70% | $0 |
| 2024 | $786,538 | 70% | $588,000 |
| 2025 | $850,100 | 70% | $0 (collective factor was zero; APP threshold not met) |
Notes:
- Base salary increased from $800,000 to $850,000 effective July 1, 2024 .
- For FY2025, no APP awards were paid because the Adjusted EBITDA absolute value threshold was not met .
Performance Compensation
Annual Performance Plan (APP) – FY2025 outcomes
| Metric | Minimum | Below Target | Target | Exceeds Target | Actual | Payout Factor |
|---|---|---|---|---|---|---|
| Net Revenue Growth (LFL) | 6% | 6.5% | 7% | — | (2%) | 0.60 (component factor) |
| Adjusted EBITDA ($M, absolute) | 1,189 | 1,195 | 1,200 | 1,230 | 1,081.7 | 0.60 (component factor) |
| Free Cash Flow ($M) | 410 | 425 | 440 | — | 278 | 0.60 (component factor) |
| Total Payout Factor | — | — | — | — | 0 (threshold not met; no FY2025 APP payout) | 0 |
APP metrics were set on a constant-currency basis and conditioned on an absolute Adjusted EBITDA threshold; failure to meet the threshold rendered awards zero for all NEOs .
PRSU (Performance RSUs) Structure – FY2025 grant (3-year period: July 1, 2024–June 30, 2027)
| Metric | Weighting | Performance Period | Vesting | Payout Range |
|---|---|---|---|---|
| Adjusted Operating Income | 60% | Cumulative over 3 fiscal years | 3-year cliff vest | 0% to 100% of PRSUs earned (7 tiers) |
| Net Revenue (LFL) Growth | 30% | Average over 3 fiscal years | 3-year cliff vest | 0% to 100% of PRSUs earned (7 tiers) |
| ESG Ratings Improvement | 10% | Assessed at end of 2027 | 3-year cliff vest | Objective to materially advance toward “low risk” status |
Equity Ownership & Alignment
Beneficial Ownership
| Holder | Class A Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Kristin Blazewicz | 1,097,945 | * (less than 1%) |
Applicable outstanding shares: 873,857,477 as of September 12, 2025 .
Outstanding Unvested Equity (as of June 30, 2025)
| Award Type | Grant Date | Unvested Units (#) | Market Value ($) | Vesting Terms |
|---|---|---|---|---|
| PRSU | Oct 19, 2024 | 86,487 | $402,165 | 3-year cliff vest on Oct 19, 2027, subject to performance and continued employment |
| PRSU | Oct 19, 2023 | 86,487 | $402,165 | 3-year cliff vest on Oct 19, 2026, subject to performance and continued employment |
| RSU | Oct 19, 2023 | 367,570 | $1,709,201 | Executive Committee one-time RSUs with graded vesting 15%, 15%, 20%, 20%, 30% (2024–2028) |
FY2025 Stock Vested
| Name | Shares Acquired on Vesting (#) | Value Realized ($) |
|---|---|---|
| Kristin Blazewicz | 345,274 | $2,658,610 |
Ownership Guidelines, Hedging/Pledging
- Stock ownership guidelines: Executive Committee members (other than CEO) are expected to hold ≥3x annual base salary within a 5-year phase-in; RNC may withhold equity grants if not met; majority of executives have achieved initial compliance as of FY2025 .
- Hedging prohibited for directors, officers, employees; insider trading policy in place; no tax gross-ups for golden parachute excise taxes .
- Pledging not disclosed; no specific pledging allowance is indicated in the proxy; hedging/derivatives prohibited .
Employment Terms
| Term | Provision |
|---|---|
| Role | Chief Legal Officer and General Counsel (Executive Committee) |
| Start date at Coty | March 15, 2020 |
| Non-compete / Non-solicit | Extended from 6 months to 12 months effective July 1, 2024 |
| Notice period | 3 months’ notice or pay in lieu |
| Severance | Base salary for 12 months upon termination (in addition to non-compete payments and notice terms) |
| Change-in-control | Double-trigger for equity vesting only (no single-trigger acceleration) |
| Clawback | SEC-compliant clawback policy amended in 2023, covering cash and equity incentives over 3 years; broader than SEC minimums |
| FY2024 estimated incremental payments (as of 6/30/2024) | Good Reason: $1,378,125; Termination without Cause: $1,378,125; Disability/Retirement/Death: $3,012,944; CIC: $0; Good Reason/No Cause after CIC: $11,430,880 |
Performance Compensation – Grant Detail
| FY | Grant Date | Award Type | Shares/Units | Grant-Date Fair Value ($) |
|---|---|---|---|---|
| 2025 | Oct 19, 2024 | PRSU | 86,487 | $665,950 |
| 2024 | Oct 19, 2023 | RSU (one-time) | 432,435 | Included in 2024 stock awards total $4,997,219 |
| 2024 | Oct 19, 2023 | PRSU | 86,487 | Included in 2024 stock awards total $4,997,219 |
- Executive Committee service-based RSU grants were aggregated in FY2024 with 5-year graded vesting (15%, 15%, 20%, 20%, 30%) to promote retention; Executive Committee members are not eligible for additional service-based RSUs during the 5-year vesting horizon .
- Coty has not granted stock options since FY2020 and had no plans to grant options in FY2025; no option repricing/backdating permitted under equity plans .
Compensation Committee, Peer Benchmarking, and Say-on-Pay
- Remuneration & Nomination Committee (RNC) members in FY2025: Beatrice Ballini (Chair), Robert Singer, Lubomira Rochet .
- Compensation peer group used in FY2025 included Beiersdorf, L’Oréal, Colgate-Palmolive, Procter & Gamble, Estée Lauder, Puig, Kenvue, Sephora (LVMH), Kering, Ulta Beauty, LVMH, Unilever; benchmarking adjusted to Coty’s size (FY2024 net revenues ≈ $6.12B) .
- 2024 Say-on-Pay approval: ~94.3% of votes cast supported NEO compensation .
Equity Vesting Schedule – Forward View (Executive Committee RSUs granted Oct 19, 2023)
| Vest Date | Percent of RSUs | Reference |
|---|---|---|
| Oct 19, 2024 | 15% | |
| Oct 19, 2025 | 15% | |
| Oct 19, 2026 | 20% | |
| Oct 19, 2027 | 20% | |
| Oct 19, 2028 | 30% |
PRSU cliff vest dates (subject to performance and service): Oct 19, 2026 (FY2024 grant) and Oct 19, 2027 (FY2025 grant) .
Investment Implications
- Pay-for-performance alignment: FY2025 APP paid zero, reflecting failure to meet the Adjusted EBITDA threshold; incentivization shifts to 3-year PRSUs tied to AOI, LFL revenue growth, and ESG improvement .
- Retention vs selling pressure: The 5-year graded RSU structure and substantial unvested holdings (367,570 RSUs and 172,974 PRSUs as of 6/30/2025) create strong retention incentives, but annual vest tranches and cliff PRSU vesting could intermittently add float and potential post-vesting liquidity events; NEOs had no option exercises in FY2025 .
- Alignment and governance: Ownership guidelines (≥3x salary), clawback, hedging prohibition, double-trigger CIC vesting, and no tax gross-ups mitigate risk and support shareholder alignment; absence of option grants since 2020 reduces repricing risk .
- Contract protection: 12-month non-compete and 12-month severance enhance retention but impose costs upon management transitions; CIC economics for Ms. Blazewicz show significant incremental payments only in double-trigger scenarios (as of 6/30/2024) .