Gayle Tait
e.l.f. BeautyAbout Gayle Tait
Independent director of e.l.f. Beauty since November 2022; age 48; serves on the Compensation Committee. Background spans over 20 years in consumer goods, e-commerce, payments and digital; prior leadership at Trove (CEO/President), Google (retail, payments and consumer electronics), and L’Oréal (UK & Ireland Managing Director). Education: B.A. in English and Modern Languages, Oxford University. Tenure on the board ~2.7 years; affirmed independent under NYSE standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GT Advisory | Advisor | Jan 2025–present | Advisory services |
| Trove | CEO | May 2022–Jun 2024 | Led resale platform execution |
| Trove | President | Jan 2021–May 2022 | Commercial and scaling leadership |
| Google LLC | Managing Director, Global Retail & Payments Activation, Google Play | Apr 2016–Dec 2020 | Drove retail/payments activation |
| Google LLC | Director, Consumer Electronics | Oct 2015–Mar 2016 | Category leadership |
| Google LLC | Director, CPG | Mar 2014–Oct 2015 | Consumer packaged goods partnerships |
| L’Oréal (UK & Ireland) | Managing Director | Apr 2009–Feb 2014 | Country P&L responsibility |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Trove | Director | Aug 2021–Jan 2025 | Private company board |
| First Horizon Bank | Technology Advisory Board – Advisor | — | Advisory role; not a corporate director |
| Public company boards | — | — | None disclosed beyond e.l.f. Beauty |
Board Governance
- Classification and term: Class I director; term ends 2026.
- Committee assignments: Compensation Committee member; the committee met four times in FY 2025.
- Independence: Board is 89% independent; Tait is affirmed independent under NYSE standards; no family relationships.
- Attendance: Each director attended ≥75% of board and applicable committee meetings in FY 2025; all directors on the board at the 2024 annual meeting attended.
- Board leadership: Independent chairs for each committee; Lead Independent Director in place; regular executive sessions of non-management directors.
- Compensation Committee interlocks: FY 2025 committee composed of Kenny Mitchell (Chair) and Gayle Tait; no reported interlocks involving e.l.f. executive officers serving on other entities’ boards.
Fixed Compensation
- Non-Employee Director Compensation Program (FY 2025)
| Component | Cash ($) | Stock Award ($) | Total ($) |
|---|---|---|---|
| Annual Retainer | 45,000 | 140,000 | 185,000 |
| Lead Independent Director Retainer | 20,000 | — | 20,000 |
| Audit Chair | 15,000 | — | 15,000 |
| Audit Member | 7,500 | — | 7,500 |
| Compensation Chair | 10,000 | — | 10,000 |
| Compensation Member | 5,000 | — | 5,000 |
| Nom/Gov Chair | 6,000 | — | 6,000 |
| Nom/Gov Member | 3,000 | — | 3,000 |
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Director RSU mechanics: RSUs granted at annual meeting, number set by grant-date closing price; vest in full on earlier of one year from prior annual meeting or immediately prior to next annual meeting; full vesting upon change in control.
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FY 2025 – Gayle Tait Compensation
| Name | Fees Earned/Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Gayle Tait | 49,939 | 139,931 | 189,870 |
Note: Tait elected RSUs in lieu of cash retainers for the FY 2025 board term (allocation reflected across “fees” and “stock awards”).
Performance Compensation
- Director equity is time-based RSUs; no performance-based director equity or cash metrics disclosed for directors.
| Equity Instrument | Vesting | Change-in-Control Treatment |
|---|---|---|
| RSUs (Director retainer) | Full vest on earlier of one year from prior annual meeting or immediately prior to next annual meeting | Full vest immediately prior to change in control under plan terms |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed beyond e.l.f. Beauty. |
| Committee interlocks | Compensation Committee members independent; no insider participation or interlocks reported with executive officers. |
Expertise & Qualifications
- Skills matrix: Capital allocation; consumer products; corporate governance; cybersecurity/data privacy; ESG & climate; financial literacy; HR/exec comp; information services & technology; international business; legal/regulatory; marketing/sales; operations; public company; retail/beauty; risk management; senior leadership; shareholder advocacy; strategic planning; tech/digital media.
- Sector experience: Beauty, retail, e-commerce, payments, and digital platforms across U.S. and international roles.
Equity Ownership
| Holder | Total Beneficial Ownership (#) | % of Outstanding | Breakdown |
|---|---|---|---|
| Gayle Tait | 4,134 | <1% | 3,020 shares held directly; 1,114 RSUs vesting within 60 days of measurement date. |
- Ownership policy: Non-employee directors must hold e.l.f. stock equal to ≥5x annual cash retainer within five years; directors serving on Aug 24, 2023 have five years from that Effective Date to comply.
- Hedging/pledging: Prohibited for directors under Insider Trading Program.
Governance Assessment
- Committee effectiveness and engagement: Active Compensation Committee member; four meetings held; report issued by committee including Tait, indicating direct involvement in pay oversight.
- Independence and alignment: Affirmed independent; elected RSUs in lieu of cash, improving ownership alignment; subject to 5x retainer ownership policy; anti-hedging/pledging reduces misalignment risk.
- Attendance and engagement: Met ≥75% attendance expectations; board maintains executive sessions and independent leadership structure.
- Conflicts/related party exposure: No related-party transactions >$120,000 involving directors disclosed; policy requires Audit Committee review of any such transactions.
- Shareholder signals: Prior say‑on‑pay received ~94% approval in 2024, supporting compensation framework overseen by the committee.
RED FLAGS
- None disclosed for Tait in proxy: no pledging/hedging, no related-party transactions, no attendance issues, and no interlocks reported.
Appendix – Director RSU Holdings (as of Mar 31, 2025)
| Director | RSUs Outstanding |
|---|---|
| Gayle Tait | 1,114 |
Notes
- Meeting and vesting timing: RSUs outstanding vest at the 2025 annual meeting date per program; attendance threshold for directors is ≥75%.
- Committee responsibilities: Compensation Committee oversees executive and director compensation, incentive plans, and engagement of independent consultants.