Kory Marchisotto
e.l.f. BeautyAbout Kory Marchisotto
Kory Marchisotto, age 49, is Senior Vice President and Chief Marketing Officer of e.l.f. Beauty, serving since February 2019; she holds an MPS in Cosmetics and Fragrance Marketing & Management from FIT and a B.B.A. in Marketing from Pace University’s Lubin School of Business . Company performance context during her tenure: FY 2025 net sales grew 28% to $1,314M, Adjusted EBITDA rose 26% to $297M, EPS was $1.92, and U.S. market share reached 12.5% . Total stockholder return for the 1-, 3-, and 5-year periods ending March 31, 2025 was -68%, 143%, and 538%, respectively .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Shiseido Americas – bareMinerals | SVP, Marketing | 2016–2018 | Led prestige brand marketing |
| Shiseido Americas – Beauty Prestige Group | SVP, Marketing | 2015–2016 | Drove premium portfolio marketing |
| Shiseido Americas – Beauty Prestige Group | VP, Marketing | 2011–2015 | Built Prestige Group marketing capabilities |
Fixed Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary ($) | $325,000 | $325,000 | $325,000 |
| Target Bonus (% of Salary) | 50% | 50% | 50% |
| Actual Bonus Paid ($) | $325,000 | $325,000 | $325,000 |
| All Other Comp ($) | $6,500 (401k match) | $6,500 (401k match) | $6,500 (401k match) |
Performance Compensation
Annual Cash Incentive (Company-wide plan)
| Metric | Weighting | Threshold | Target | Maximum | Actual FY 2025 | Funding % | Kory Payout ($) |
|---|---|---|---|---|---|---|---|
| Adjusted EBITDA (after pool) | 100% | $242.7M (80%) | $286.0M (100%) | $295.3M (200%) | ~$297M | 200% | $325,000 |
Long-term Equity (PSUs and RSUs)
| Grant | Type | Shares at Target | Grant-Date FV ($) | Metric & Weighting | Performance Period | Vesting |
|---|---|---|---|---|---|---|
| 6/1/2024 | PSUs | 11,198 | $2,199,847 | Net Sales CAGR (60%), Adjusted EBITDA CAGR (40) + 25% add-on for market share | FY2025 PSU period: 4/1/2024–3/31/2027 | Single cliff post certification; max 225% |
| 6/1/2024 | RSUs | 11,198 | $2,199,847 | Time-based | 4-year | 25% annually on grant anniversary |
| 6/1/2023 | PSUs | n/a | n/a | FY2023 PSU program | 4/1/2022–3/31/2025 | Vested at 225% in Apr 2025; Kory received 94,028 shares |
Performance calibration and example for FY2025 PSUs are disclosed (target=100%, max=200%, +25% if market share achieved) . FY2023 PSU outcomes were Net Sales CAGR 49.6%, Adjusted EBITDA CAGR 58.4%, and market share 12.5%, driving the 225% payout .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 110,905 shares; <1% of outstanding |
| Unvested RSUs (as of 3/31/2025) | 6/1/2021: 6,800 ($426,972 MV) ; 6/1/2022: 20,894 ($1,311,934 MV) ; 6/1/2023: 14,079 ($884,020 MV) ; 6/1/2024: 11,198 ($703,122 MV) |
| PSUs outstanding (as of 3/31/2025) | FY2024 PSUs: 42,237 unearned ($2,652,061 max MV assumption) ; FY2025 PSUs: 25,196 unearned ($1,582,057 max MV assumption) ; FY2023 PSUs vested April 2025 (94,028 shares delivered) |
| Options | None outstanding for Kory |
| Ownership guidelines | Executives must hold a multiple of base salary in company stock; 5-year compliance window; vested options count toward requirement |
| Hedging/pledging | Prohibited (no margin, pledging, derivatives, hedging, short sales) |
| Trading plans | Executives have Rule 10b5-1 plans pre-cleared by legal |
Note: Market value figures use $62.79 closing price at 3/31/2025 as disclosed .
Employment Terms
| Provision | Key Terms |
|---|---|
| Employment agreement | At-will; sets base, target bonus, benefits; includes non-solicitation and confidentiality covenants |
| Severance (no CIC) | 12 months base salary; pro-rated annual bonus; up to 12 months COBRA, subject to release and covenants |
| Change-in-control (CIC) | If terminated without cause/for good reason within 12 months of CIC: time-vesting awards vest in full; PSUs accelerate at better of target/actual; severance benefits apply |
| Anti-hedging/pledging | Strict prohibitions; pre-clearance; blackout windows |
| Clawbacks | Misconduct-based clawback and NYSE Section 10D no-fault restatement clawback (3-year lookback) |
| Retirement equity policy | For awards granted on/after 6/1/2024: upon qualifying retirement (age ≥55; ≥5 yrs service; age+service ≥65), RSUs accelerate; PSUs remain eligible based on performance without service condition |
| Non-compete | Not disclosed |
Estimated payouts (assuming events on 3/31/2025):
- Qualifying termination absent CIC: base $325,000; pro-rated bonus $325,000; COBRA $28,109; total $678,109; equity acceleration amounts apply only under CIC scenarios .
- CIC without assumption/substitution: equity acceleration $13,464,122; CIC termination total $14,142,231 .
Compensation Structure Analysis
- Strong pay-for-performance design: annual bonus solely tied to Adjusted EBITDA; PSUs tied to multi-year Net Sales/EBITDA CAGR and market share; RSU/PSU split 50/50 by shares .
- No guaranteed base increases; senior VP target bonus increased to 50% in FY2023 to maintain parity; maintained in FY2025 .
- Responsible grant practices (fixed dates post-year-end; no backdating; no repricing); limited trading windows .
- Say-on-Pay support ~94% for FY2024, and broad investor approval continued in FY2025 engagement .
Performance Compensation – Detailed Table
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Adjusted EBITDA (Annual) | 100% | $286.0M | ~$297M | 200% pool; Kory $325,000 | Cash annually |
| Net Sales CAGR (PSU) | 60% | Target→100%; Max→200% | FY2023 PSU achieved 49.6% | Contributes to 225% total | Cliff post period |
| Adj. EBITDA CAGR (PSU) | 40% | Target→100%; Max→200% | FY2023 PSU achieved 58.4% | Contributes to 225% total | Cliff post period |
| Market Share Gain (PSU add-on) | +25% add-on if achieved | Achieved for FY2023 PSU, market share 12.5% | Achieved | Adds 25% to payout | Cliff post period |
Risk Indicators & Red Flags
- Hedging and pledging prohibited; reduces alignment risk from collateral calls .
- No excise tax gross-ups; no defined-benefit pensions; no option repricing .
- Dual clawback framework (misconduct and no-fault restatement) .
- 10b5-1 plans in place; implies potential programmatic selling, but subject to blackout and pre-clearance .
Equity Supply Overhang and Vesting Schedule
- Annual RSU vesting on June 1 anniversaries for FY2024 grant (11,198 shares), creating predictable supply each year through 2028 .
- PSU cliff vest for FY2025 cycle in mid-2027 post-certification; max payout capped at 225% .
- FY2023 PSUs delivered 94,028 shares to Kory in April 2025; near-term supply event already occurred .
Employment & Contracts – Economics Summary
| Scenario | Cash Severance | Bonus | Benefits (COBRA) | Equity Treatment |
|---|---|---|---|---|
| No-CIC Qualifying Termination | $325,000 | Pro-rated based on actual | Up to 12 months ($28,109 est) | No automatic acceleration |
| CIC – Awards not assumed | — | — | — | Full acceleration (PSUs at better of target/actual) |
| CIC Termination (double trigger) | $325,000 | Pro-rated based on actual | Up to 12 months | Full acceleration as above |
Investment Implications
- Alignment: Significant equity mix (50% PSUs by shares) and strict anti-pledging/hedging policies align incentives to multi-year growth in net sales, EBITDA, and market share; clawbacks add accountability .
- Retention risk: RSUs vest over 4 years and PSUs cliff-vest post 3-year periods; retirement acceleration does not apply to Kory as of FY2025 (age <55), lowering near-term retirement-related attrition risk .
- Trading signals: The 225% FY2023 PSU payout delivered 94,028 shares in April 2025; combined with 10b5-1 plans and annual RSU vesting, expect periodic supply but bounded by blackout and pre-clearance rules .
- Pay-for-performance rigor: FY2025 bonus target required ~21% EBITDA growth; actual performance exceeded maximum, yielding 200% payout—positive for morale and execution confidence, but monitor sustainability versus guidance .
- Governance: High say-on-pay support and absence of shareholder-unfriendly provisions (no gross-ups, no option repricing) reduce compensation-related risk premia .
Overall, Kory’s incentives are tightly tied to multi-year operational KPIs and share gains, with limited near-term retirement acceleration, clear severance/CIC economics, and strong governance guardrails—suggesting robust alignment with shareholders while flagging predictable equity supply from RSU anniversaries and programmatic Form 4 activity via 10b5-1 plans .