Mandy Fields
e.l.f. BeautyAbout Mandy Fields
Mandy Fields, age 44, is Senior Vice President and Chief Financial Officer of e.l.f. Beauty, serving since April 2019; she holds a B.S. in Finance from Indiana University’s Kelley School of Business . Under her tenure, FY 2025 performance included net sales growth of 28% to $1,314 million, Adjusted EBITDA growth of 26% to ~$297 million, net income of ~$112 million, and EPS of $1.92; the company also achieved 25 consecutive quarters of net sales and market share growth . Total stockholder return (TSR) over 3 and 5 years ending March 31, 2025 was 143% and 538%, respectively, despite a -68% TSR in the most recent 1-year period .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| BevMo! | Chief Financial Officer | Jun 2016–Apr 2019 | Led finance at specialty retailer ahead of joining e.l.f., building consumer/retail finance expertise |
| Albertsons Companies | VP, Finance & Analytics | Jul 2015–Jun 2016 | Drove FP&A for major grocery operator, strengthening analytics and profitability focus |
External Roles
No external public company directorships or committee roles disclosed for Mandy Fields .
Fixed Compensation
| Item | FY 2025 | Notes |
|---|---|---|
| Base Salary | $350,000 | Unchanged since hire; Company has never increased NEO base salaries |
| Target Bonus % | 50% of salary | Set annually; unchanged in FY 2025 |
| Target Bonus $ | $175,000 | 50% of $350,000 base |
| Actual Bonus Payout | 200% of target ($350,000) | Funded by Adjusted EBITDA achievement; FY 2025 pool funded at 200% |
Performance Compensation
Annual Cash Incentive (FY 2025)
| Metric | Weighting | Threshold | Target | Maximum | Actual | Funding Rule | Payout to Fields |
|---|---|---|---|---|---|---|---|
| Adjusted EBITDA (after bonus funding) | 100% | $242.7M → 80% funding | $286.0M → 100% funding | $295.3M → 200% funding | ~$297M achieved | Linear funding between levels; 0% if below threshold | 200% of target = $350,000 |
Long-Term Equity (FY 2025 Grants)
| Award Type | Shares (Target) | Grant Date Fair Value | Vesting | Performance/Payout Mechanics |
|---|---|---|---|---|
| PSUs | 11,198 | $2,199,847 | Single cliff after 3-year period (Apr 1, 2024–Mar 31, 2027) upon Committee certification | Net Sales CAGR (60%) + Adjusted EBITDA CAGR (40%); +25% additional payout if e.l.f. Cosmetics market share increases; max payout 225% |
| RSUs | 11,198 | $2,199,847 | 4 equal annual installments over 4 years | Time-based; intended for retention/alignment |
Prior Performance Awards (FY 2023 PSU Payout certified April 2025)
| Metric | Target | Maximum | Actual | Result |
|---|---|---|---|---|
| Net Sales CAGR (60%) | ≥4% | ≥9% | 49.6% | Above max → 200% achievement factor |
| Adjusted EBITDA CAGR (40%) | ≥4% | ≥9% | 58.4% | Above max → 200% achievement factor |
| Market Share Gain (e.l.f. Cosmetics) | Additional 25% if achieved | — | 12.5% (vs 5.8% base) | Achieved → +25% |
| Mandy Fields Shares Issued | — | — | — | 94,028 shares (225% of 41,790 target PSUs) |
Value Realized on FY 2025 Vesting
| Executive | Shares Acquired on Vesting | Value Realized |
|---|---|---|
| Mandy Fields | 89,773 | $15,993,570 |
Equity Ownership & Alignment
| Item | Value | Notes |
|---|---|---|
| Total Beneficial Ownership | 72,448 shares | All held directly; no options or RSUs vesting within 60 days as of measurement date |
| Shares Outstanding (for % calc) | 56,734,893 | As of June 27, 2025 |
| Ownership % of Outstanding | ~0.13% | 72,448 / 56,734,893 |
| Options (Exercisable/Unexercisable) | 0 / 0 | No options held |
| Unvested RSUs (counts and vesting) | 6/1/2021: 6,800; 6/1/2022: 20,894; 6/1/2023: 14,079; 6/1/2024: 11,198 | Annual pro-rata over 4 years; market values at $62.79 per share disclosed |
| Unvested PSUs (counts) | FY2022 (FY 2023 PSU): 94,027; FY2023 (FY 2024 PSU): 42,237; FY2024 (FY 2025 PSU): 25,196 | Three-year cliff vest post certification; counts shown at maximum assumption in table notes |
| Hedging/Pledging | Prohibited | Anti-hedging/anti-pledging policy; pre-clearance required; blackout windows enforced |
| 10b5-1 Plans | Adopted | Executives utilize pre-cleared Rule 10b5-1 trading plans |
| Stock Ownership Guidelines | In place (multiple of salary required) | Executives must hold a multiple of base salary; specific multiples not quantified in proxy text |
Employment Terms
| Clause | Key Terms |
|---|---|
| Employment Agreement | At-will; includes base salary, target bonus, benefits; non-solicitation and confidentiality covenants |
| Severance (no CIC) | If terminated without cause or for good reason: 1x base salary (Fields), up to 12 months COBRA reimbursement, pro-rated annual cash incentive (if employed ≥6 months in fiscal year); release required |
| Change-in-Control (CIC) | Double-trigger: time-based awards accelerate; PSUs accelerate based on better of actual or target; plus severance terms above; full acceleration if awards not assumed/substituted |
| Tax Gross-ups | None for 280G |
| Clawbacks | Two policies: misconduct/restatement recovery; NYSE 10D no-fault restatement recovery covering incentive comp for prior 3 years |
| Trading Windows | Limited windows and mandatory pre-clearance; blackout periods apply |
| Retirement Policy | Equity Award Retirement Policy adopted in FY 2025; Fields was not eligible as of Mar 31, 2025 (only CEO and GC eligible) |
Estimated CIC/Termination Values (as of Mar 31, 2025)
| Scenario | Continued Salary | Pro-rated Bonus | COBRA | Equity Acceleration | Total |
|---|---|---|---|---|---|
| Qualifying Termination (no CIC) | $350,000 | $350,000 | $392 | — | $700,392 |
| Death/Disability | — | $350,000 | — | — | $350,000 |
| CIC without Assumption/Substitution | — | — | — | $13,464,122 | $13,464,122 |
| Qualifying CIC Termination | $350,000 | $350,000 | $392 | $13,464,122 | $14,164,514 |
Compensation Structure Analysis
- Mix emphasizes at-risk pay: for NEOs, majority of target comp is equity; 50% of equity is performance-based PSUs with a 3-year cliff, directly tied to Net Sales CAGR, Adjusted EBITDA CAGR, and market share gains .
- Annual bonus rigor: FY 2025 Adjusted EBITDA target set ~21% above FY 2024 actual; payout requires ≥80% threshold; FY 2025 achieved maximum funding at 200% .
- Equity award sizing increased in FY 2025 reflecting sustained company performance and market benchmarks; RSUs vest over 4 years to enhance retention .
- No increases to base salaries since hire; target bonus unchanged for Fields since 2019, reinforcing pay-for-performance emphasis .
Say-on-Pay & Shareholder Feedback
- FY 2024 say-on-pay approval ~94% of votes cast, reflecting strong shareholder support; no program modifications in FY 2025 based on engagement feedback .
Performance & Track Record
- FY 2025: Net sales +28%; Adjusted EBITDA +26%; EPS $1.92; 25 consecutive quarters of net sales and share growth .
- Long-term TSR: 3-year 143%, 5-year 538%, while 1-year -68%, indicating strong multi-year value creation with recent volatility .
- FY 2023 PSUs vested at 225% following above-maximum Net Sales and Adjusted EBITDA CAGR and market share gains; Fields received 94,028 shares .
Compensation Peer Group (Benchmarking)
- FY 2025 peer group includes consumer, retail, beauty and adjacent growth names (e.g., BRBR, BOOT, CAVA, CELH, COTY, PLNT, RVLV, YETI); e.l.f. stood at the 38th percentile for TTM revenue and 83rd percentile for market cap at adoption (Dec 31, 2023) .
Risk Indicators & Red Flags
- Hedging/pledging of stock prohibited; anti-hedging/anti-pledging policy mitigates misalignment risk .
- Use of Rule 10b5-1 plans and trading windows reduces timing concerns but implies scheduled selling potential post-vesting; actual transactions not disclosed in proxy .
- No excise tax gross-ups; clawbacks in place (NYSE-compliant), reducing shareholder-unfriendly features .
Equity Ownership & Vesting Detail (as of Mar 31, 2025)
| Award | Grant Date | Unvested Units | Vesting Terms | FY End Market Value (where disclosed) |
|---|---|---|---|---|
| RSU | 6/1/2021 | 6,800 | Annual over 4 years | $426,972 |
| RSU | 6/1/2022 | 20,894 | Annual over 4 years | $1,311,934 |
| PSU (FY 2023 PSU) | 6/1/2022 | 94,027 | 3-year cliff; achieved max +25% (vested Apr 2025) | $5,903,955 (value basis at FY end) |
| RSU | 6/1/2023 | 14,079 | Annual over 4 years | $884,020 |
| PSU (FY 2024 PSU) | 6/1/2023 | 42,237 | 3-year cliff (Apr 1, 2023–Mar 31, 2026) | $8,279,719 (value basis at FY end) |
| RSU | 6/1/2024 | 11,198 | Annual over 4 years | $703,122 |
| PSU (FY 2025 PSU) | 6/1/2024 | 25,196 | 3-year cliff (Apr 1, 2024–Mar 31, 2027) | $1,582,057 (value basis at FY end) |
Governance & Controls Relevant to Compensation
- Compensation Committee (independent) oversees executive pay; Aon engaged as independent consultant; annual risk assessments performed; no defined benefit pensions or executive-only plans .
- Insider Trading Program prohibits short sales, options/derivatives, pledging; mandates blackout periods and pre-clearance; codified in NYSE-compliant clawback framework .
Investment Implications
- Strong pay-for-performance alignment: 50% of equity in PSUs tied to growth and market share with three-year cliff fosters long-term value creation and retention; FY 2023 PSU overachievement and FY 2025 maximum annual bonus reinforce execution strength .
- Retention risk appears contained: four-year RSU vesting cadence and PSU cliff structure, plus severance/CIC protections, support stability; Fields not yet eligible for retirement acceleration as of FY 2025 .
- Insider selling pressure: substantial vesting events (e.g., FY 2023 PSUs: 94,028 shares; FY 2025 vesting value realized ~$16.0M) can create liquidity events, but 10b5-1 plans, blackout windows, and anti-hedging/pledging policies mitigate opportunistic timing concerns .
- Ownership alignment: direct beneficial ownership of 72,448 shares (~0.13% of SO) plus sizable unvested equity suggests meaningful exposure but limited outright stake; compliance with executive ownership guidelines not quantified in proxy .
Note: All figures and terms cited are from e.l.f. Beauty’s 2025 DEF 14A proxy statement.