Kenny Mitchell
e.l.f. BeautyAbout Kenny Mitchell
Independent Class I director; age 49; director since November 2020 with term ending at the 2026 annual meeting. Current role: SVP, Chief Marketing Officer at Levi Strauss & Co. (since June 2023); prior roles include CMO of Snap Inc. (2019–2023), VP Brand Content & Engagement at McDonald’s (2018–2019), and Head of Consumer Engagement at Gatorade/PepsiCo (2015–2018). Education: A.B. in Economics & Sociology (Dartmouth), MBA (Tuck School of Business, Dartmouth). Core credentials: consumer brands, marketing, HR/compensation, tech/digital media, strategic planning; NYSE-independent director status affirmed.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Snap Inc. | Chief Marketing Officer | Jun 2019–May 2023 | Built integrated marketing programs; technology and digital media expertise |
| McDonald’s Corporation | VP, Brand Content & Engagement | Feb 2018–Jun 2019 | Consumer marketing leadership |
| Gatorade (PepsiCo) | Head of Consumer Engagement | Mar 2015–Feb 2018 | Brand building; consumer products domain |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Levi Strauss & Co. | SVP, Chief Marketing Officer | Jun 2023–present | Public company executive role |
| Tuck School of Business (Dartmouth) | Advisory Board Member | N/A | Academic advisory role |
| Sanford School | Board Member | N/A | Non-profit/academic governance |
| Overtime Elite | Advisor | N/A | Sports/entertainment advisory |
Board Governance
- Committee assignments: Chair, Compensation Committee; member count 2 (Mitchell, Tait); four meetings held in FY 2025; both members independent per NYSE and SEC requirements. Responsibilities include executive/director pay, employment/severance/CIC arrangements, and incentive/equity plan oversight.
- Board leadership: Tarang Amin (Chairman/CEO), Lauren Cooks Levitan (Lead Independent Director & Audit Chair), Kenny Mitchell (Compensation Chair), Maureen Watson (NomGov Chair).
- Independence: Board is 89% independent; Mitchell deemed independent under NYSE standards.
- Attendance: Board held four meetings in FY 2025; each director attended at least 75% of Board and applicable committee meetings. Non-management directors meet in regular executive sessions.
Fixed Compensation
| Component (FY 2025 Program) | Cash ($) | Equity ($) | Notes |
|---|---|---|---|
| Annual Director Retainer | 45,000 | 140,000 | RSUs granted on annual meeting date; number determined by grant-date close; vest fully before next annual meeting or at first anniversary; full vest on change in control |
| Compensation Committee Chair Retainer | 10,000 | — | Paid quarterly; may elect RSUs in lieu of cash |
| Meeting Fees | — | — | Not disclosed; program uses retainers |
| Kenny Mitchell – FY 2025 Actual | Amount ($) |
|---|---|
| Fees Earned/Paid in Cash | 55,052 |
| Stock Awards (grant-date fair value) | 139,931 |
| Total | 194,983 |
| Unvested RSUs at 3/31/2025 | 1,144 (100% vest at 2025 annual meeting) |
| Cash-to-Equity Election | Elected RSUs in lieu of cash retainers (FY 2025 Board term; grant on Aug 22, 2024) |
Performance Compensation
- Director equity grants are time-vesting RSUs; no performance-based (PSU) or option awards disclosed for non-employee directors. RSU vesting: full vest prior to next annual meeting or first anniversary; accelerated vest on change in control under the 2016 Equity Incentive Award Plan.
- No explicit director performance metrics tied to compensation (e.g., TSR, EBITDA) are disclosed; pay structure is retainer plus time-based RSUs.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | Not disclosed for Kenny Mitchell in the proxy |
| Internal interlocks | Compensation Committee: Kenny Mitchell (Chair) and Gayle Tait; no disclosed interlocks with e.l.f. executive officers’ external boards in FY 2025 per “Interlocks and Insider Participation” section |
| Network ties | Shared professional background at Levi Strauss is noted for Mitchell (current CMO) and Bergh (former CEO/Director at Levi); Bergh is now independent director at e.l.f. and Senior Lecturer at HBS |
Expertise & Qualifications
- Skills matrix: Consumer products, corporate governance, HR/exec comp & talent management, international business, marketing/sales/business development, public company, retail/beauty, senior leadership, shareholder advocacy, strategic planning, tech/digital media.
- Education: Dartmouth (A.B.), Tuck School of Business (MBA).
Equity Ownership
| Holder | Shares Owned | RSUs Vesting ≤60 Days | Options Exercisable ≤60 Days | Total Beneficial Ownership | % Outstanding |
|---|---|---|---|---|---|
| Kenny Mitchell | 15,027 | 1,144 | 0 | 16,171 | <1% (based on 56,734,893 shares) |
- Stock ownership policy: Non-employee directors must maintain beneficial ownership equal to at least 5× annual cash retainer (excludes additional chair/member retainers); compliance deadline is March 31 of the fiscal year including the fifth anniversary of start date (for Mitchell, March 31, 2026).
- Hedging/pledging: Prohibited for directors/officers under Insider Trading Program; pre-clearance required for open-market transactions.
- Section 16(a): Company indicates all required filings were timely in FY 2025.
Say-on-Pay & Shareholder Sentiment
| Item | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Advisory vote on NEO compensation (Aug 21, 2025) | 38,623,299 | 2,205,696 | 126,618 | 6,357,934 |
- Director elections (Class III) passed; board continuity maintained.
Compensation Committee Analysis
- Composition: Apr 1–Aug 22, 2024—Levitan & Mitchell; Aug 22, 2024–Mar 31, 2025—Mitchell & Tait; all members independent under NYSE rules for compensation committees.
- Consultant: Aon Human Capital Solutions engaged by the Compensation Committee; reports directly to the Committee; independence assessed with no conflicts found.
- Peer group governance: Committee annually reviews executive compensation peer group; FY 2025 peer group documented; use for benchmarking, not sole determinant of pay.
- Scope: Oversees executive/director pay, incentive/equity plans, employment/CIC arrangements; authority to retain advisers and approve engagement terms.
Governance Assessment
- Strengths: Independent Compensation Committee chaired by Mitchell; formal stock ownership policy with clear compliance timelines; prohibition on hedging/pledging; robust compensation governance practices (peer group, risk assessment, clawback policy beyond NYSE requirement, independent consultant).
- Alignment: Director pay mixes cash retainers with annual RSUs that vest on a short horizon, supporting ownership and alignment; Mitchell elected RSUs in lieu of cash, increasing equity exposure.
- Engagement: Strong say-on-pay approval in 2025 indicates constructive shareholder sentiment toward compensation oversight; all directors met attendance thresholds.
- Potential conflicts: Mitchell is a senior executive at Levi Strauss & Co.; no related-party transactions involving Mitchell or Levi are disclosed; board affirmed independence under NYSE standards. No Section 16(a) delinquencies.
- RED FLAGS: None disclosed regarding related-party transactions, hedging/pledging, tax gross-ups, option repricing, or low say-on-pay outcomes. Continued monitoring appropriate given external executive commitments and shared professional ties with another director formerly at Levi.