Lori Keith
e.l.f. BeautyAbout Lori Keith
Lori Keith, age 56, is an independent director of e.l.f. Beauty (ELF) serving since July 2020. She is Portfolio Manager of the Parnassus Mid‑Cap Fund (since October 2008) and Director of Research at Parnassus Investments (since July 2020); previously she was Vice President of Investment Banking at Deloitte Corporate Finance LLC (2001–2003). She holds a B.A. in Economics from UCLA and an M.B.A. from Harvard Business School; she serves on the Audit Committee and the Nominating & Corporate Governance (NomGov) Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Parnassus Investments | Portfolio Manager, Parnassus Mid‑Cap Fund | Oct 2008 – present | Long‑tenured institutional investor focused on consumer/retail; ESG expertise |
| Parnassus Investments | Director of Research | Jul 2020 – present | Research leadership across sectors, including consumer |
| Parnassus Investments | Senior Research Analyst | 2005 – 2008 | Coverage of consumer products and retail |
| Deloitte Corporate Finance LLC | Vice President, Investment Banking | 2001 – 2003 | Corporate finance and transactional experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Athenian School | Trustee (former) | Not disclosed | Education governance experience |
Board Governance
| Attribute | Detail |
|---|---|
| Independence status | Independent under NYSE listing standards; no material relationship with the company |
| Committees | Audit Committee (Member); Nominating & Corporate Governance Committee (Member) |
| Financial expertise | Designated an “audit committee financial expert” by the Board; Audit Committee members financially literate per NYSE |
| Board tenure | Director since July 2020; years on board ~5.0 (as of proxy) |
| Board meetings held FY2025 | 4 |
| Audit Committee meetings FY2025 | 4 |
| Attendance | Each director attended ≥75% of Board and applicable committee meetings in FY2025; all directors on the Board at the time attended the 2024 annual meeting |
| Board classification | Class III; term ending 2025 and nominated for election to 2028 term |
2025 Shareholder Vote Outcome (Signal)
| Nominee | For | Withheld | Broker Non‑Votes |
|---|---|---|---|
| Tarang Amin | 38,774,023 | 2,181,590 | 6,357,934 |
| Chip Bergh | 40,669,175 | 286,438 | 6,357,934 |
| Lori Keith | 30,219,603 | 10,736,010 | 6,357,934 |
Observation: Lori Keith’s withhold votes were materially higher than those of other Class III nominees, indicating notable shareholder dissent and a governance signal to monitor .
Fixed Compensation
Non‑Employee Director Compensation Program (FY2025)
| Component | Cash ($) | Stock Award ($) | Total ($) |
|---|---|---|---|
| Annual Retainer | 45,000 | 140,000 | 185,000 |
| Lead Independent Director Retainer | 20,000 | — | 20,000 |
| Audit Chair Retainer | 15,000 | — | 15,000 |
| Audit Member Retainer | 7,500 | — | 7,500 |
| Compensation Chair Retainer | 10,000 | — | 10,000 |
| Compensation Member Retainer | 5,000 | — | 5,000 |
| NomGov Chair Retainer | 6,000 | — | 6,000 |
| NomGov Member Retainer | 3,000 | — | 3,000 |
- Directors may elect to receive cash retainers in RSUs; RSU grants for directors vest fully at the earlier of the first anniversary of the prior annual meeting or immediately prior to the next annual meeting; RSUs accelerate upon change in control; grants are based on grant‑date closing price and are pro‑rated for new directors .
Lori Keith – FY2025 Director Compensation (earned/paid)
| Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) | Notes |
|---|---|---|---|
| 55,563 | 139,931 | 195,494 | Elected to receive RSUs in lieu of cash; RSUs in lieu of cash granted on Aug 22, 2024 (2024 annual meeting) |
Performance Compensation
| Instrument | Grant Date | Number of Shares | Vesting | Valuation/Terms |
|---|---|---|---|---|
| Annual RSUs (director grant) | Aug 22, 2024 | Included in 1,147 RSUs outstanding as of Mar 31, 2025 | 100% vests at 2025 annual meeting (Aug 21, 2025), subject to continued service | Grant‑date fair value methodology per FASB ASC 718; RSUs accelerate on change of control |
| RSUs in lieu of cash retainers | Aug 22, 2024 | Included in 1,147 RSUs outstanding | Same vest schedule as annual RSUs | Election permitted prior to Jan 1; valued at closing price on grant date |
| Options (director) | — | 0 | — | None outstanding |
- Performance metrics: None. Non‑employee director equity awards are time‑vesting RSUs; no PSUs or performance‑conditioned equity are used for directors .
- Change‑of‑control: All director RSUs vest in full immediately prior to a change in control as defined in the 2016 Equity Incentive Award Plan .
- Clawback: Company clawback policies apply to executive incentive compensation; not specified for director RSUs .
Other Directorships & Interlocks
| Company | Type | Role | Notes |
|---|---|---|---|
| — | Public company | — | No public company boards disclosed for Lori Keith |
| The Athenian School | Non‑profit | Trustee (former) | Education governance |
- Independence and over‑boarding: Board affirmed independence for Lori Keith and stated none of the nominees are “over‑boarded” per major investor/proxy advisor thresholds .
Expertise & Qualifications
- Capital allocation, consumer products, corporate governance, ESG & climate risks, financial literacy, HR/exec comp/talent, risk management, senior leadership, shareholder advocacy, strategic planning, public company and retail/beauty experience .
- Cybersecurity/data privacy exposure through Board oversight; Audit Committee participates in cybersecurity risk review .
- Designated audit committee financial expert under SEC regulations; committee members financially literate per NYSE .
Equity Ownership
| Category | Shares/Units | Notes |
|---|---|---|
| Common shares held | 19,871 | |
| RSUs outstanding (unvested) | 1,147 (vest at 2025 annual meeting) | |
| Total beneficial ownership | 21,018 | |
| % of shares outstanding | ~0.037% (21,018 ÷ 56,734,893) | |
| Stock options | 0 | |
| Pledged shares | None disclosed; company prohibits pledging and hedging for directors | |
| Ownership guidelines (directors) | Required ≥5× annual cash retainer; compliance deadline generally five years (Effective Date Aug 24, 2023) | |
| Compliance status | Not specifically disclosed at individual level |
Governance Assessment
- Independent director with audit and NomGov committee roles; designated audit committee financial expert, supporting board effectiveness in financial oversight .
- Attendance: Board held 4 meetings; each director met ≥75% attendance; Audit Committee met 4 times—indicates engagement baseline (individual attendance rates not separately disclosed) .
- Compensation structure: Director pay emphasizes equity through annual RSUs ($140k) and optional RSUs in lieu of cash; vesting is time‑based with change‑in‑control acceleration—typical for directors, but lacks performance‑conditioned equity; no meeting fees .
- Ownership alignment: Beneficial ownership of 21,018 shares/RSUs with anti‑hedging/anti‑pledging policy and 5× retainer ownership guideline supports alignment; individual guideline compliance status not disclosed .
- Shareholder signal: 10.7 million withhold votes for Lori Keith vs far lower withholds for other Class III nominees is a notable red flag indicating targeted investor dissent; monitor for underlying concerns (e.g., committee decisions, perceived conflicts, or investor expectations) and engagement response .
- Related‑party exposure: Company policy channels related‑party transactions to Audit Committee; FY2025 disclosure lists only compensation for directors/executives—no other related‑party transactions involving Lori Keith were disclosed .
Shareholder Feedback Context
- 2025 Say‑on‑Pay: For 38,623,299; Against 2,205,696; Abstain 126,618; Broker Non‑Votes 6,357,934—broad support of executive pay program, indicating overall investor confidence in compensation framework .