Lauren Cooks Levitan

About Lauren Cooks Levitan

Lauren Cooks Levitan, age 59, is Lead Independent Director at e.l.f. Beauty, serving on the Board since June 2016 with her current term ending in 2027. She chairs the Audit Committee and was previously Chair of the Compensation Committee; the Board affirms her independence under NYSE standards. Her background includes Co-CEO of Root (June 2025–present), President and CFO roles at Faire, CFO at Fanatics, and co-founder of Moxie Capital; she holds a B.A. from Duke and an MBA from Stanford .

Past Roles

External Roles

Board Governance

• Structure and leadership: Levitan is Lead Independent Director and Audit Committee Chair; committee chairs are independent directors. Non-management directors meet in executive session regularly, enhancing independent oversight .
• Independence and engagement: Board is 89% independent; Levitan is affirmatively independent. The Board held four meetings in FY 2025; each director attended at least 75% of Board and applicable committee meetings .

• Financial expertise: Levitan is designated an “audit committee financial expert” and meets NYSE financial literacy requirements (as do Audit Committee members) .
• Stockholder sentiment: 2025 say-on-pay approved (For: 38,623,299; Against: 2,205,696; Abstain: 126,618; broker non-votes: 6,357,934). In 2024, ~94% approval of executive pay, reflecting broad support for compensation governance .

Fixed Compensation

• Cash pro-ration and RSU elections: Cash retainers are paid quarterly based on Board term; pro-rated for partial service. Directors may elect RSUs in lieu of cash prior to Jan 1; RSUs vest on the same schedule as the annual RSU portion .

Performance Compensation

Directors’ equity grants are time-vesting; no revenue/EBITDA/TSR-based metrics apply to director awards .

Other Directorships & Interlocks

• Over-boarding/time commitments: The Nominating Committee determined nominees (including Levitan in 2024/2025 cycles) are not “over-boarded” per major investors/proxy advisors and can commit requisite time to serve stockholders’ interests .

Expertise & Qualifications

• Capital allocation; consumer products; corporate governance; cybersecurity/data privacy; ESG & climate risks; financial literacy; HR/comp/talent; technology and digital media; international business; legal/regulatory; marketing/sales; operations; public company; retail/beauty; risk management; senior leadership; shareholder advocacy; strategic planning .

Equity Ownership

• Ownership policy: Non-employee directors must hold shares valued at ≥5x annual cash retainer (excludes lead/committee retainers); vested options count (net of exercise price/taxes). Compliance deadline: five years from Aug 24, 2023 for incumbent directors; shares from equity awards must be held if not yet in compliance .
• Hedging/pledging: Company prohibits hedging, derivative transactions, margin purchases, and pledging of Company stock by directors .

Governance Assessment

• Positive signals

  • Lead Independent Director + Audit Chair roles indicate robust independent oversight of financial reporting and controls; Levitan designated audit committee financial expert and meets NYSE literacy standards .
  • Board independence (89%) and regular executive sessions among non-management directors strengthen governance quality .
  • Strong shareholder support: 2025 say-on-pay approved; 2024 executive pay received ~94% approval, reflecting confidence in compensation governance .
  • Anti-hedging/anti-pledging policy and director stock ownership guidelines align director incentives with long-term value .
  • Attendance: All directors met minimum attendance thresholds; Board and committees met quarterly, supporting active oversight .

• Watch items / potential risks

  • Role transitions: Levitan moved from Compensation Chair in FY 2024 to Audit Chair and Lead Independent in FY 2025; while common for refresh, investors should monitor continuity and committee effectiveness through these changes .
  • External commitments: New external board role at Faire and Co-CEO role at Root require time management; the Board assessed over-boarding risk as acceptable, but ongoing monitoring is prudent .
  • Related-party transactions: None disclosed beyond director/executive compensation; continued vigilance via Audit Committee related-party policy is important .

• Compensation committee analysis

  • FY 2024: Compensation Committee comprised of independent directors; chaired by Levitan; authority to retain independent consultants; reviewed compensation philosophy, Section 162(m) considerations, and CD&A .
  • FY 2025: Compensation Committee chaired by Kenny Mitchell with Gayle Tait; independent and empowered to retain advisors; no interlocks or insider participation reported .

• Director pay structure observations

  • Mixed cash/equity program with $140k RSUs and cash retainers tailored to leadership/committee roles; directors may take RSUs in lieu of cash; cash pro-rated for partial service—explains variances vs. scheduled retainers for chairs/Lead Independent .

• Shareholder engagement

  • Company reports continued engagement and broad support for compensation practices; no requested modifications for FY 2025 based on feedback .

No legal proceedings, SEC investigations, hedging/pledging, tax gross-ups, option repricing, or related-party transactions involving Levitan were disclosed; say-on-pay results and governance materials indicate stable investor confidence .