Chip Bergh
e.l.f. BeautyAbout Chip Bergh
Charles “Chip” Bergh, age 67, is an independent director of e.l.f. Beauty, appointed April 1, 2025, and nominated as a Class III director for election at the 2025 annual meeting; he had no committee assignments during FY 2025 and is not “over‑boarded” under major investor/proxy advisor thresholds, per the company’s screening . He is a Senior Lecturer at Harvard Business School (since July 2024), former President & CEO of Levi Strauss & Co. (2011–2024), and held senior executive roles at Procter & Gamble (1983–2011) . The Board has affirmatively determined Bergh is independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Harvard Business School | Senior Lecturer | Jul 2024–present | Academic leadership |
| Levi Strauss & Co. | President & CEO; Director | Sep 2011–Jan 2024; Sep 2011–Apr 2024 | Led global brand; governance experience |
| Procter & Gamble Co. | Group President, Global Male Grooming; various executive roles | 2009–Sep 2011; 1983–2009 | Global operations, consumer products expertise |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| HP Inc. (NYSE: HPQ) | Chair of the Board | Jun 2015–present | HR & Compensation; Nominating, Governance & Social Responsibility (member) |
| Pinterest, Inc. (NYSE: PINS) | Director | 2024–present | Chair, Governance; Member, Compensation |
| VF Corporation; Economic Development Board of Singapore | Former Director | Prior service | Prior governance roles |
Board Governance
- Independence: Board is 89% independent; Bergh qualifies as independent under NYSE rules and has no material relationship with the company .
- Appointment and nomination: Appointed April 1, 2025 to fill a vacancy; nominated for election to serve through the 2028 annual meeting; sourced through Boardspan Inc. .
- Committee assignments at e.l.f.: None in FY 2025; the board’s committee matrix shows Bergh with no Audit/Comp/NomGov membership as of the proxy .
- Attendance: In FY 2025, each director serving during the year attended ≥75% of applicable meetings; Bergh joined after FY 2025 year‑end (April 1, 2025) .
- Board meeting cadence: Board meets at least quarterly; committees aim to meet quarterly .
- Anti‑hedging/pledging: Directors are prohibited from hedging or pledging company stock .
- Stock ownership policy (directors): Must hold ≥5× annual cash retainer; new directors have five years from start date, with compliance by March 31 of the fiscal year in which the fifth anniversary falls .
Fixed Compensation
Director compensation program components for FY 2025 (non‑employee directors; pro‑rated for new directors; RSUs granted at appointment and vest per policy):
| Component | Cash ($) | Stock Award (RSUs) ($) | Total ($) |
|---|---|---|---|
| Annual Retainer | 45,000 | 140,000 | 185,000 |
| Lead Independent Director Retainer | 20,000 | — | 20,000 |
| Audit Committee Chair | 15,000 | — | 15,000 |
| Audit Committee Member | 7,500 | — | 7,500 |
| Compensation Committee Chair | 10,000 | — | 10,000 |
| Compensation Committee Member | 5,000 | — | 5,000 |
| Nominating & Corporate Governance Chair | 6,000 | — | 6,000 |
| Nominating & Corporate Governance Member | 3,000 | — | 3,000 |
Notes:
- Directors may elect RSUs in lieu of cash; RSUs granted on annual meeting date (or appointment) and vest in full immediately prior to next annual meeting, subject to continued service .
- RSUs accelerate (single‑trigger) immediately prior to a change in control under the 2016 Equity Incentive Award Plan .
Performance Compensation
| Item | Details |
|---|---|
| Performance‑based metrics in director pay | None disclosed; director equity grants are time‑vesting RSUs (no PSUs or performance conditions) |
| Change‑in‑control treatment (directors) | RSUs vest fully immediately prior to a change in control (plan‑level provision) |
Other Directorships & Interlocks
| Potential Interlock/Conflict Vector | Observation |
|---|---|
| Compensation committee interlocks | Bergh serves on compensation committees at HP and Pinterest; e.l.f.’s Compensation Committee members are independent and the committee engages Aon (independent consultant), with no conflicts identified . |
| Over‑boarding risk | Company states none of the nominees (including Bergh) are “over‑boarded” under major investor/proxy advisor thresholds . |
| Related‑party transactions | No related‑party transactions involving directors beyond standard compensation in FY 2025; Audit Committee oversees a formal policy for related‑party reviews . |
Expertise & Qualifications
- Self‑identified skills include capital allocation, consumer products, corporate governance, ESG & climate risks, financial literacy, HR/exec comp/talent, international business, legal/regulatory, marketing/sales, operations, public company, retail/beauty, risk management, senior leadership, shareholder advocacy, strategic planning .
- Education: B.A. in International Affairs, Lafayette College .
Equity Ownership
As of March 31, 2025:
| Holder | Shares Owned | Options (Exercisable within 60 days) | RSUs (Vesting within 60 days) | Ownership % |
|---|---|---|---|---|
| Chip Bergh | 0 | 0 | 0 | <1% (asterisk per company disclosure) |
Stock ownership guideline for directors: minimum beneficial ownership equal to 5× annual cash retainer; compliance period for new directors is five years from start date, with deadline as March 31 in the fiscal year of the fifth anniversary . Anti‑hedging and anti‑pledging rules apply to directors .
Governance Assessment
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Strengths: Independent status; deep consumer, operations, and governance expertise; current board leadership roles at HP and Pinterest provide cross‑industry perspective; board asserts no over‑boarding concerns; robust director ownership guideline and prohibitions on hedging/pledging enhance alignment .
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Watch‑items/RED FLAGS:
- Zero share ownership at March 31, 2025 as a newly appointed director—alignment will depend on pro‑rated RSU grant and progress toward 5× retainer guideline over required period .
- Single‑trigger acceleration for director RSUs upon change in control—can be shareholder‑unfriendly versus double‑trigger structures; monitor future program updates .
- Multiple external board roles (HP chair; Pinterest committee leadership) require time‑commitment monitoring, though company states no over‑boarding under key policies .
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Committee influence at e.l.f.: No FY 2025 committee assignments; e.l.f.’s Compensation Committee is independent, met four times, and uses Aon as an independent consultant with no conflicts—reduces compensation risk and interlock concerns .
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Attendance: Board‑level disclosure indicates ≥75% attendance by serving directors in FY 2025; Bergh joined post‑FY 2025; monitor attendance in FY 2026 .
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Shareholder sentiment: ~94% Say‑on‑Pay approval in 2024 signals broad support for compensation governance; continue to track for any shifts given rapid company growth .