Maureen Watson
e.l.f. BeautyAbout Maureen Watson
Independent director of e.l.f. Beauty since August 2015 (Class I director; term ends 2026), currently Chair of the Nominating & Corporate Governance Committee. Age 57; Chief Product Officer at Madison Reed since August 2015; B.A. in Political Science and French from Middlebury College. Core credentials: 30+ years in retail and beauty with senior leadership roles in merchandising, sales, and product across Sephora and Lucky Brand .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sephora USA, Inc. | SVP, Merchandising | Mar 2013 – Mar 2015 | Led merchandising strategy for cosmetics/personal care |
| Lucky Brand, Inc. | SVP, Global Sales & Merchandising | Sep 2010 – Sep 2011 | Oversaw global sales/merchandising for Lucky Brand Jeans |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Madison Reed, Inc. | Chief Product Officer | Aug 2015 – present | Hair care/color; operating executive role |
| San Francisco AIDS Foundation | Director; Chair | Director: Apr 2017 – Jun 2023; Chair: Jan 2021 – Jun 2023 | Non-profit board leadership |
Board Governance
- Independence: Affirmed under NYSE standards; Board is 89% independent; Watson classified independent .
- Committee leadership: Chair, Nominating & Corporate Governance (NomGov); NomGov held 4 meetings in FY 2025 .
- Attendance: Each director attended at least 75% of Board and applicable committee meetings in FY 2025 .
- Board leadership structure: Chairman (CEO), Lead Independent Director (Audit Chair), independent committee chairs including Watson (NomGov) .
| Governance Metric | Value | Source |
|---|---|---|
| Years on Board | 9.9 years (avg of directors 5.2) | |
| Committee assignments | NomGov (Chair) | |
| Board independence | 89% | |
| FY 2025 Board meetings | 4; ≥75% attendance for all directors | |
| FY 2025 NomGov meetings | 4 |
Fixed Compensation
Annual non-employee director program (FY 2025): $45,000 cash retainer; $140,000 in time-vesting RSUs; committee chair/member retainers: NomGov Chair $6,000; NomGov Member $3,000; option to elect RSUs in lieu of cash; RSUs vest at the next annual meeting or on first anniversary, whichever earlier .
Director-level compensation earned:
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Fees earned/paid in cash (USD) | $48,000 | $48,064 |
| Stock awards (USD) | $139,929 | $139,931 |
| Total (USD) | $187,929 | $187,995 |
Notes:
- Elected RSUs in lieu of cash retainers for FY 2025 Board term .
- RSUs are time-based and vest in full immediately prior to a change in control; grants sized by $ amount / closing price at grant .
Performance Compensation
- Directors do not receive performance-based equity or cash tied to operating metrics; annual director equity is time-based RSUs .
| Performance Metric | Applies to Director Pay? | Details |
|---|---|---|
| Net sales/EBITDA/market share PSU metrics | No | Director equity awards are time-vesting RSUs; PSU metrics apply to executives only . |
Other Directorships & Interlocks
| Category | Current | Notes |
|---|---|---|
| Public company boards | None disclosed in bio | No other public company directorships listed for Watson |
| Private/non-profit boards | San Francisco AIDS Foundation (prior) | Director; Chair (see External Roles) |
| Potential interlocks (competitors/suppliers/customers) | Not disclosed | No related party transactions reported for FY 2025 beyond standard compensation |
Expertise & Qualifications
- Skills: Consumer Products, Corporate Governance, ESG & Climate Risks, HR/Exec Comp & Talent Mgmt, International Business, Legal/Regulatory, Marketing/Sales/Business Development, Operations, Public Company, Retail/Beauty, Risk Management, Senior Leadership, Strategic Planning, Tech/Digital Media .
Equity Ownership
Beneficial ownership as of June 27, 2025:
| Component | Amount | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 1,888 (<1%) | Based on 56,734,893 shares outstanding |
| Common shares held | 785 | Directly held |
| RSUs vesting within 60 days | 1,103 | Counted in beneficial ownership per SEC rules |
| Stock options exercisable within 60 days | 0 | None within 60 days |
| Unexercised stock options (as of 3/31/2025) | 3,875 | Not included in 60-day beneficial calc |
Ownership alignment policies:
- Stock ownership guideline: ≥5x annual cash retainer for non-employee directors; legacy directors have 5 years from Aug 24, 2023 to comply; newly appointed directors have until March 31 of the fiscal year in which their fifth anniversary falls .
- Anti-hedging/anti-pledging: Directors prohibited from hedging, shorting, pledging in margin accounts, or trading options/derivatives in company stock .
Governance Assessment
- Committee leadership and board effectiveness: As NomGov Chair, Watson oversees board evaluation, director recruitment, governance, and ESG oversight—core functions for board refreshment and effectiveness; NomGov met quarterly in FY 2025, indicating active engagement .
- Independence & conflicts: Independence under NYSE affirmed; no related-party transactions disclosed for FY 2025 beyond normal compensation, mitigating conflict risk .
- Engagement: Board and committee attendance at ≥75%, with structured executive sessions and independent committee chairs supporting robust oversight .
- Alignment: Election to take RSUs in lieu of cash and adherence to strict anti-hedging/pledging guidelines indicate alignment with shareholder interests; however, beneficial ownership is modest (<1%), with policy requiring 5x cash retainer over time .
- Compensation risk: Director pay is standard retainer plus time-based RSUs; no performance-based director awards, reducing incentives for short-termism; change-in-control RSUs fully vest immediately prior to a transaction, a common but investor-scrutinized feature .
RED FLAGS
- None disclosed: No hedging/pledging permitted ; no related-party transactions in FY 2025 beyond standard compensation ; attendance ≥75% .
- Watch items: Low direct share ownership vs. 5x retainer guideline—policy allows a multi-year compliance runway; monitor guideline compliance disclosures in future proxies .
Investor implications: Watson’s long-standing industry expertise and NomGov chair role support board refreshment and ESG oversight. The lack of conflicts and adherence to trading policies bolster investor confidence; continued monitoring of ownership guideline compliance and any governance-policy changes is prudent .