Sue Nabi
About Sue Nabi
Coty CEO and director since September 2020; age 57; former Worldwide President at L’Oréal and Lancôme; founder/CEO of Orveda (divested in 2021) . Under her leadership, Coty delivered four consecutive years of results at/above expectations through FY24, with board commentary highlighting transformation momentum; FY25 faced headwinds but Q4 was in-line with guidance and gross margin expanded while a multi‑pronged plan was initiated for FY26+ improvement . FY24 APP paid at 105% factor; FY25 APP paid 0% as EBITDA threshold was missed (details below), evidencing pay-for-performance mechanics and near‑term pressure on profitability and cash generation .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| L’Oréal | Worldwide President (L’Oréal makeup brands) | 2005–2009 | Helped boost growth of makeup brands globally |
| Lancôme (L’Oréal) | Worldwide President | 2009–2013 | Contributed to Lancôme’s revival with product/brand successes |
| Orveda | Founder and CEO | 2017–2020 | Built ultra‑luxury skincare brand; related-party license to Coty approved; divested interests in 2021 |
External Roles
- No other current public company directorships disclosed in Coty’s latest proxy biography for Ms. Nabi .
Fixed Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base salary (USD) | $3,549,000 | $3,529,800 | $3,529,800 |
| Target bonus (% of salary) | N/A disclosed for FY23; new plan effective FY24 | 100% | 100% |
| Actual bonus paid (USD) | $0 (no APP disclosed for FY23) | $3,706,290 | $0 (APP factor 0) |
| All other compensation (USD) | $5,486 | $14,489 | $119,869 |
Performance Compensation
APP (Annual Performance Plan) outcomes and targets
| Year | Metric | Minimum | Target | Exceeds | Actual | Payout factor contribution |
|---|---|---|---|---|---|---|
| FY2024 | LFL Net Revenue Growth | 8% | 10% | — | 11% | 1.00x |
| FY2024 | EBITDA Margin Improvement (bps) | 10 | 20 | 50 | 31.7 | 1.39x |
| FY2024 | Free Cash Flow ($m) | 350 | 400 | — | 369.4 | 0.76x |
| FY2024 | Total APP factor | — | — | — | — | 1.05x |
| FY2025 | LFL Net Revenue Growth | 6% | 7% | — | −2% | 0.60x |
| FY2025 | Adjusted $ EBITDA ($m) | 1,189 | 1,200 | 1,230 | 1,081.7 | 0.60x; threshold not met for payout |
| FY2025 | Free Cash Flow ($m) | 410 | 440 | — | 278 | 0.60x |
| FY2025 | Total APP factor | — | — | — | — | 0.00x (no awards) |
Notes: FY24 APP applied to Executive Committee with corporate metrics/thresholds; FY25 added absolute EBITDA threshold gating any payout .
PRSU design (Long-term)
| Performance metric | Weight | Measurement window | Payout range | Notes |
|---|---|---|---|---|
| Adjusted Operating Income | 60% | 3-year cumulative | 0–100% earned | Non‑GAAP AOI per earnings releases |
| LFL Net Revenue Growth | 30% | 3-year average | 0–100% earned | Non‑GAAP LFL revenue |
| ESG Rating Improvement | 10% | Assessed end of period | Included | Move significantly toward “low risk” with specified rater |
Equity Awards and Vesting
CEO equity program (grants and vesting)
| Grant type | Grant date | Shares granted | Fair value (USD) | Vesting schedule |
|---|---|---|---|---|
| One-time RSU Award | 5/4/2023 | 10,416,667 | Included in FY2023 stock awards $145,875,000 | 15% on 9/1/2024; 15% on 9/1/2025; 20% on 9/1/2026; 20% on 9/1/2027; 30% on 9/1/2028 |
| Annual PRSU | 5/4/2023 | 2,083,333 | Included in FY2023 stock awards | Cliff vest 9/1/2026; performance-conditioned |
| Annual PRSU | 9/1/2024 | 2,083,333 | $19,541,664 | Cliff vest 9/1/2027; performance-conditioned |
| Annual PRSU | 9/1/2025 | 2,083,333 (approved structure) | N/A in FY2025 table | Cliff vest 9/1/2028; performance-conditioned |
Future planned PRSUs: Additional annual PRSUs of 2,083,333 targeted on or around 9/1/2026 and 9/1/2027, each cliff vesting 3 years later, subject to performance and service .
Upcoming vesting calendar (CEO)
| Date | Instrument | Shares |
|---|---|---|
| 9/1/2025 | RSU (one-time) | 1,562,500 (15% of 10,416,667) |
| 9/1/2026 | RSU (one-time) | 2,083,333 (20% tranche) |
| 9/1/2026 | PRSU (5/4/2023 grant) | 2,083,333 (perf-based) |
| 9/1/2027 | RSU (one-time) | 2,083,333 (20% tranche) |
| 9/1/2027 | PRSU (9/1/2024 grant) | 2,083,333 (perf-based) |
| 9/1/2028 | RSU (one-time) | 3,125,000 (30% tranche) |
| 9/1/2028 | PRSU (9/1/2025 grant) | 2,083,333 (perf-based) |
Reload options provision: If Nabi participates in a tag‑along sale with JAB in a private transaction and subject to board approval, Coty will grant “Reload Options” equal to the number of shares she sells, with strike set to the greater of VWAP at transaction and fair market value at grant . Coty has not granted stock options to NEOs since FY2020 and has no current plan to do so broadly .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (9/12/2025) | 33,689,786 Class A shares; 3.9% of Class A outstanding |
| Vested in FY2025 | 1,562,500 shares acquired on vesting (CEO) |
| Unvested awards at 6/30/2025 | RSUs: 8,854,167; PRSUs: 4,166,666 (two tranches of 2,083,333) |
| Ownership guidelines | CEO 5x salary; phase‑in 5 years; majority of executives/directors already in initial compliance; hedging prohibited |
| Pledging/Hedging | Hedging, short sales and derivatives trading prohibited under insider trading policy . |
Employment Terms
| Term | Detail |
|---|---|
| Base salary | €3,000,000; unchanged under amended agreement effective 7/1/2023 (reported USD shown above) |
| Annual bonus (APP) | Target 100% of salary; 0–200% payout range based on metrics set annually by RNC |
| Long-term equity | One-time RSU award with 5-year graded vesting; annual PRSUs with 3-year cliff vesting tied to multi‑year performance through 2030 |
| Non-compete / non-solicit | 12 months post-employment |
| Change in control | Double‑trigger equity vesting (requires qualifying termination in connection with CoC) |
| Termination (death/disability/retirement) | Pro rata vesting of unvested equity per plan terms |
| Clawback | Expanded clawback (restatement or fraud); applies to cash and equity; 3-year lookback |
| Tax gross-ups | None for golden parachute excise taxes |
| Perquisites | NetJets arrangement for CEO business travel; no personal use by CEO in FY2025; limited perqs generally ≤3% of target comp |
Board Governance and Director Service
- Board service: Director since September 2020; management director received no additional board fees .
- Independence: Not independent due to CEO position; board otherwise majority independent; Coty is a NYSE “controlled company” (JAB ~52% voting) but does not rely on independence exemptions .
- Committees: CEO is not on AFC or RNC; RNC chaired by Lead Independent Director (Ballini); AFC chaired by Singer; all committee members independent .
- Board leadership: Chairman is Peter Harf; roles of Chair and CEO are separated; Lead Independent Director in place .
- Attendance: In FY2025, board met 6 times; each director attended >75% of board/committee meetings .
Related Party and Governance Context
- Orveda license (ultra‑premium skincare co‑founded by Nabi): Nabi divested economic interests in Dec 2021; license terms reviewed/approved by disinterested directors; terms deemed no more favorable than third‑party; initial term 5 years with two 5‑year auto‑renewals contingent on milestones .
- Controlled company status and stockholder agreement with JAB: governance protections include independent/disinterested director requirements, limits on JAB acquisitions/transfers for a period, and special committee approvals for material related transactions .
Compensation Structure Analysis
- Mix and shifts: CEO cash salary unchanged; heavy equity tilt with very large 2023 one‑time RSU plus annual PRSUs through 2028 drives long‑term alignment and retention (graded 5‑year vesting weighted to later years; PRSUs tied to 3‑year targets) .
- Rigor: APP is fully contingent on collective performance; FY24 paid modestly above target (105%); FY25 paid 0% due to EBITDA gate miss—clear pay-for-performance linkage .
- Option risk: While Coty has not used options since 2020, CEO has a “Reload Options” feature tied to private tag‑along sales; if used, could mitigate personal selling pressure but introduce potential option overhang; board approval required .
- External benchmarking and say-on-pay: Peer group spans global beauty/consumer leaders; Say‑on‑Pay support ~94.3% at 2024 AGM; WTW serves as independent comp consultant .
Multi‑Year CEO Compensation (reported)
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Salary (USD) | $3,549,000 | $3,529,800 | $3,529,800 |
| Stock awards (USD) | $145,875,000 | $0 | $16,041,664 |
| Non‑equity incentive (USD) | $0 | $3,706,290 | $0 |
| All other comp (USD) | $5,486 | $14,489 | $119,869 |
| Total comp (USD) | $149,429,486 | $7,250,579 | $19,691,333 |
Ownership and Overhang Snapshot (CEO)
| Item | Amount |
|---|---|
| Beneficial ownership (9/12/2025) | 33,689,786 shares; 3.9% |
| Unvested RSUs at 6/30/2025 | 8,854,167 |
| Unvested PRSUs at 6/30/2025 | 4,166,666 |
| FY2025 shares vested (CEO) | 1,562,500 |
Implication: A multi‑year vesting cadence (notably each Sep 1 through 2028) is a predictable supply catalyst that can create episodic selling pressure around vest dates, though actual disposition depends on 10b5‑1 plans/taxes; PRSU vesting remains performance‑contingent .
Compensation Committee and Peer Group
- RNC composition: All independent; chaired by Lead Independent Director; oversees clawback and human capital; WTW engaged independently .
- Peer group used for benchmarking includes Estée Lauder, L’Oréal, P&G, Unilever, LVMH, Kering, Ulta, Kenvue, Beiersdorf, Puig, Colgate‑Palmolive, Sephora (LVMH unit) .
Say‑on‑Pay and Shareholder Feedback
- Say‑on‑Pay approval ~94.3% in 2024; annual vote cadence; RNC considers investor feedback in program design .
Risk Indicators and Red Flags
- Governance control: JAB’s ~52% voting stake designates Coty a controlled company (though Coty maintains majority‑independent board/committees), warranting ongoing monitoring of related‑party safeguards .
- Related party: Orveda license appropriately reviewed; no continuing economic interest by CEO since 2021 .
- Hedging: Prohibited; clawback expanded; double‑trigger CoC mitigates windfalls; no tax gross‑ups .
- FY25 plan miss: EBITDA/FCF underperformance drove zero bonus, highlighting execution risk into FY26 .
Investment Implications
- Strong alignment, real risk sharing: outsized equity with long, back‑weighted vesting and PRSU hurdles tie CEO pay to multi‑year value creation; FY25 zero bonus underscores accountability for profitability and cash flow .
- Overhang/vesting cadence: large scheduled RSU/PRSU vestings each September through 2028 create identifiable windows for potential supply; monitoring 10b5‑1 filings and Form 4s is advisable around those dates .
- Governance mitigants amid control: independent RNC/AFC, clawback, double‑trigger CoC and disinterested‑director oversight of related transactions reduce conflict risks in a controlled‑company context; continue to track board refresh and Special Committee usage .
- Performance focus areas: FY26 plan targets operational improvements; PRSU metrics emphasize AOI and LFL growth plus ESG—progress against these should inform forward pay outcomes and signal execution momentum .