Jennie Laar
e.l.f. BeautyAbout Jennie Laar
Jennie Laar is Senior Vice President and Chief Commercial Officer at e.l.f. Beauty, appointed effective May 16, 2022. She is 56 and holds a B.A. in Modern European Studies from Nottingham Trent University . During her tenure, e.l.f. delivered FY 2025 net sales of $1,314 million (+28% YoY), net income of $112 million, Adjusted EBITDA of $296.8 million (+26% YoY), and EPS of $1.92; 25 consecutive quarters of net sales and market share growth were achieved through Q4 FY 2025 . TSR for the 1-, 3-, and 5-year periods ended March 31, 2025 was -68%, 143%, and 538%, respectively .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Forma Brands | SVP, Global Wholesale | Dec 2020 – Apr 2022 | Built team from the ground up; scaled Morphe into a multi-million dollar wholesale business; supported launches (e.g., r.e.m. beauty at Ulta) . |
| Forma Brands | VP, Global Wholesale | Apr 2017 – Dec 2020 | Expanded multi-brand prestige portfolio in wholesale . |
| Bare Escentuals | VP, Sales & Merchandising | Feb 2013 – Apr 2017 | Led retail store merchandising; subsequently the wholesale business . |
| The Body Shop | Product development/merchandising | 10+ years (dates not disclosed) | Managed makeup, skincare and men’s product lifecycle, pricing, promotions, visual merchandising, marketing plans, inventory . |
External Roles
No external public company directorships are disclosed in her e.l.f. executive bio or related appointment 8-K materials .
Fixed Compensation
- Not individually disclosed: Ms. Laar was listed as an executive officer but not a FY 2025 named executive officer (NEO); the proxy’s detailed salary/bonus tables cover only the NEO group (CEO, CFO, COO, CMO, GC/CPO) .
- Program context: e.l.f. emphasizes equity over cash; no base salary increases for NEOs in FY 2025 relative to hire levels; annual cash incentive opportunities are defined as a % of base salary and funded 0–200% based on company financial measures; payout formula = base salary × target % × funding % .
Performance Compensation
Annual Cash Incentive (Plan design applies companywide, including executive officers)
| Item | Detail |
|---|---|
| Measures | Predetermined financial measures aligned to growth objectives; FY 2025 highlights note cash incentive compensation tied solely to profitability . |
| Funding Curve | 0% if threshold not met; 80% at threshold; 100% at target; linear to 200% at/max . |
| Payout Formula | Base salary × Target % × Funding % (individual performance not used for execs; “one team” approach) . |
| Timing | Annual; based on fiscal-year results . |
Note: NEO target bonus percentages in FY 2025 were 100% (CEO) and 50% (other NEOs). The non‑equity incentive amounts paid to NEOs in the Summary Compensation Table imply a 200% funding outcome (e.g., CFO: $175k target → $350k paid), but Ms. Laar’s target % and payout were not disclosed .
Long-Term Equity (mix, metrics, vesting)
| Component | Structure | Metrics/Weighting | Period/Vesting | Payout Mechanics |
|---|---|---|---|---|
| RSUs | 50% of target equity; time-based | — | 4 annual, substantially equal installments, service-based; grants typically around June 1 each year . | Time-based vesting only . |
| PSUs (FY 2025 cycle) | 50% of target equity | Net sales CAGR 60%; Adjusted EBITDA CAGR 40%; additional +25% payout if e.l.f. Cosmetics market share gain achieved | 3-year performance (Apr 1, 2024–Mar 31, 2027); cliff vest at certification following performance period (first June 3 thereafter) . | Achievement factors 0–200% for the two CAGRs; maximum total payout capped at 225% including market share modifier . |
Historical reference point: The prior 3-year PSU cycle (FY 2023 PSUs, period Apr 1, 2022–Mar 31, 2025) paid out at 225% based on net sales CAGR 49.6%, Adjusted EBITDA CAGR 58.4%, and market share gains (Nielsen xAOC) .
Equity Ownership & Alignment
- Stock Ownership Policy: Executives must hold a multiple of base salary in common stock (specific multiples delineated by role); five-year compliance window from start/promotion; shares acquired via equity awards must be held if below guideline .
- Clawbacks: Two policies—(i) discretionary recovery for misconduct or material misstatement; (ii) Dodd-Frank/NYSE-compliant no‑fault clawback for restatements (3-year lookback) .
- Anti‑hedging/Anti‑pledging: Employees/executives/directors prohibited from pledging company stock, using margin accounts, or entering derivatives/hedges on company securities .
- Trading Controls: Limited trading windows outside Rule 10b5‑1 plans; grants made on fixed, pre‑established dates (around June 1 following year-end results); no backdating/repricing .
- Beneficial ownership: Individual holdings are tabulated for NEOs and directors; Ms. Laar is not listed individually in the FY 2025 beneficial ownership table (NEOs/directors only) .
Implications for selling pressure: Annual RSU tranches typically vest on yearly anniversaries of June‑timed grants, concentrating potential insider supply near early June trading windows (subject to 10b5‑1 plans and window clearances) .
Employment Terms
| Topic | Terms for Executive Officers (non-CEO, general policy) |
|---|---|
| Employment Nature | At‑will; agreements specify base, target bonus, benefits; include non‑solicitation and confidentiality covenants . |
| Severance (Qualifying termination – no CIC) | Cash equal to 1× base salary (CEO: 2×), paid in installments; COBRA up to 12 months (18 months for legacy execs CEO/GC); pro‑rated annual cash incentive based on actual performance if employed ≥6 months in the fiscal year . |
| Death/Disability | Pro‑rated annual cash incentive based on actual performance . |
| Change in Control (CIC) – Double Trigger | If terminated without cause or resign for good reason within 12 months post‑CIC: time‑based equity vests in full; PSUs vest in full based on better of target or actual; severance benefits as above . |
| CIC – Awards not assumed | If successor refuses to assume/substitute, unassumed equity vests in full immediately prior to CIC (performance awards per terms) . |
| Retirement Policy (Equity) | For awards granted on/after Jun 1, 2024: if a “qualifying retirement” (≥55 years old, ≥5 years service, age+service ≥65, notice requirements), RSUs vest in full at retirement; PSUs remain outstanding and vest based on actual performance without continued service . |
| Deferred Compensation | No non-qualified deferred compensation plan offered to executive officers . |
| Tax Gross‑Ups | No Section 280G excise tax gross‑ups . |
| Perquisites | No executive-only perqs beyond broad employee benefits; CEO eligible for up to $20k financial planning (not used in FY 2025) . |
Compensation Structure Analysis
- Equity-heavy, performance-tilted mix: 50% of long-term incentive in PSUs with multi-year CAGR metrics and a market share modifier; three-year cliff vest reinforces retention and long-term performance focus .
- Cash incentives tied to profitability and funded 0–200%: Companywide formula with “one team” approach reduces discretion risk and aligns payouts with financial outcomes .
- Strong controls and alignment: Clawbacks (two frameworks), anti‑hedging/anti‑pledging, stock ownership guidelines, and structured grant timing mitigate governance and behavioral risk .
- Peer oversight: Compensation Committee uses independent consultant (Aon); conducts annual peer review; say-on-pay approval ~94% in 2024 indicates broad shareholder support .
Performance & Track Record
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Net Sales ($mm) | — | — | $1,314 |
| Net Income ($mm) | $61.5 | $127.7 | $112.1 |
| Adjusted EBITDA ($mm) | $116.8 | $234.7 | $296.8 |
| EPS (reported) | — | — | $1.92 |
| TSR (1y/3y/5y to 3/31/25) | — | — | -68% / 143% / 538% |
Note: Q4 FY 2025 marked the 25th consecutive quarter of net sales and market share growth; U.S. market share expanded by 190 bps in FY 2025 (Nielsen xAOC) .
Investment Implications
- Pay-for-performance alignment is robust: cash bonus funding tied solely to profitability and PSUs tied to multi‑year net sales and Adjusted EBITDA CAGRs plus market share; prior PSU cycles paid at maximum, consistent with strong fundamentals .
- Retention risk appears mitigated by equity design: four-year RSU vesting and three-year cliff PSUs, retirement accommodations after 5+ years service, and stock ownership/anti‑pledging policies promote long‑term alignment; severance and CIC protection are standard (1× salary; double-trigger equity) without tax gross‑ups .
- Insider selling pressure windows: annual RSU tranches and typical June 1 grant cadence cluster potential supply around early June, though trading is subject to window clearance and 10b5‑1 plans .
- Governance quality is strong: dual clawbacks, no option repricing/backdating, independent comp consultant, high say‑on‑pay support (~94% in 2024), and prohibition on hedging/pledging reduce red‑flag risk .
- Data gaps: As a non‑NEO in FY 2025, Ms. Laar’s specific base salary, target bonus %, individual grants/holdings and Form 4 trading history are not disclosed in the proxy; conclusions on her precise incentive levels and ownership cannot be drawn from the filings reviewed .