Scott Milsten
e.l.f. BeautyAbout Scott Milsten
Scott Milsten is Senior Vice President, General Counsel, Chief People Officer, and Corporate Secretary at e.l.f. Beauty. He has served as SVP, General Counsel and Corporate Secretary since January 2014 and as Chief People Officer since August 2016. He is 55, holds a B.A. in English from Duke University and a J.D. from the University of Pennsylvania Law School . Company performance context for FY 2025: net sales $1,314 million (+28% YoY), net income $112 million (-12% YoY), adjusted net income $198 million (+8% YoY), and adjusted EBITDA $297 million (+26% YoY); EPS was $1.92 . TSR for 1-, 3-, and 5-year periods through FY 2025 was -68%, 143%, and 538%, respectively .
| FY 2025 Performance | Value | YoY |
|---|---|---|
| Net Sales ($mm) | $1,314 | +28% |
| Net Income ($mm) | $112 | -12% |
| Adjusted Net Income ($mm) | $198 | +8% |
| Adjusted EBITDA ($mm) | $297 | +26% |
| EPS ($) | $1.92 | — |
| TSR (1y / 3y / 5y) | -68% / 143% / 538% | — |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Schiff Nutrition (NYSE: SHF, acquired) | SVP, General Counsel & Corporate Secretary | 2011–2013 | Served through company’s sale; M&A exposure |
| Celera Corporation (NASDAQ: CRA, acquired) | SVP, General Counsel & Corporate Secretary | 2009–2011 | Served through company’s sale; diagnostics sector M&A exposure |
External Roles
No public company directorships or external board roles disclosed in the proxy biography sections reviewed .
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % | Target Bonus ($) | Actual Bonus Payout ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|---|
| FY 2025 | 325,000 | 50% (SVP target raised from 40%) | 162,500 | 325,000 (200% of target) | 6,500 | 5,056,194 |
| FY 2024 | 325,000 | — | — | 325,000 | 6,500 | 4,656,438 |
| FY 2023 | 325,000 | — | — | 325,000 | 6,500 | 2,856,326 |
Notes:
- FY 2025 SVP annual cash incentive target increased from 40% to 50% to maintain internal parity (Milsten included) .
- Base salaries unchanged in FY 2025 versus FY 2024 and since hire, emphasizing equity-heavy pay mix .
Performance Compensation
Annual Cash Incentive (FY 2025)
- Structure: 100% based on Adjusted EBITDA; no changes to plan after May 2024 approval .
- Target Adjusted EBITDA: $286.0 million (≈21% above FY 2024 actual $235.7 million) .
- Actual Adjusted EBITDA (post-bonus funding): ≈$297 million; overall funding 200% .
- Milsten payout: $325,000 (200% of $162,500 target) .
| Metric | Weight | Target | Actual | Payout Factor | Milsten Payout | Vesting |
|---|---|---|---|---|---|---|
| Adjusted EBITDA | 100% | $286.0 mm | ≈$297 mm | 200% | $325,000 | Cash, annual |
Long-Term Incentives (Grants in FY 2025; granted 6/1/2024)
- Mix: 50% RSUs (time-based), 50% PSUs (performance-based) at target .
- RSUs: 11,198 units; 4-year vest, equal annual installments (service condition) .
- PSUs: 11,198 target units; 3-year performance period (Apr 1, 2024–Mar 31, 2027); metrics: Net Sales CAGR (60%), Adjusted EBITDA CAGR (40%); +25% kicker if e.l.f. Cosmetics gains market share; cliff vest on first June 3 post-certification .
- Grant date fair value: $2,199,847 for RSUs and $2,199,847 for PSUs .
| Award Type | Grant Date | Shares/Units | Metrics/Weighting | Performance Period | Vesting | Grant-Date Fair Value ($) |
|---|---|---|---|---|---|---|
| RSU | 6/1/2024 | 11,198 | Time-based | — | 4 equal annual tranches | 2,199,847 |
| PSU (Target) | 6/1/2024 | 11,198 | Net Sales CAGR 60% / Adj. EBITDA CAGR 40% + 25% market share kicker | FY 2025–FY 2027 | Cliff on first June 3 after certification | 2,199,847 |
Recently Vested Performance Awards
- FY 2023 PSU program (Apr 1, 2022–Mar 31, 2025) certified at maximum with market share gain; vested in April 2025 .
- Milsten vested 92,274 shares in FY 2025; realized value $16,447,403 .
| Vested in FY 2025 | Shares Vested | Value Realized ($) |
|---|---|---|
| Stock awards (RSUs/PSUs) – Milsten | 92,274 | 16,447,403 |
Equity Ownership & Alignment
Beneficial Ownership (as of June 27, 2025)
| Holder | Total Shares | % Outstanding | Breakdown |
|---|---|---|---|
| Scott Milsten | 230,893 | <1% (of 56,734,893 shares) | 70,551 direct; 137,581 options exercisable within 60 days; 22,761 via Milsten/Conner Trust |
- Outstanding equity awards at FY-end (Mar 31, 2025) and FY-end stock price reference ($62.79) are disclosed below; options are deep in the money given exercise prices .
- Stock ownership guidelines: executives must hold a multiple of base salary; compliance deadline 5 years from Feb 28, 2021 (or within 5 years of hire/promotion thereafter); unsatisfied executives must hold net after-tax shares from equity awards until compliant .
- Anti-hedging/anti-pledging: executives prohibited from hedging and pledging; 10b5-1 plans used; pre-clearance required; limited trading windows .
Outstanding Equity Awards at FY-End (Milsten)
| Award | Grant Date | Status | Quantity | Exercise/Strike | Expiration | FY-End Market Value Basis |
|---|---|---|---|---|---|---|
| Stock Options | 9/21/2016 | Exercisable | 17,281 | $17.00 | 9/21/2026 | — |
| Stock Options | 2/14/2017 | Exercisable | 48,300 | $26.84 | 2/14/2027 | — |
| Stock Options | 3/1/2018 | Exercisable | 72,000 | $18.43 | 3/1/2028 | — |
| RSUs | 6/1/2021 | Unvested | 6,800 | — | — | $426,972 (at $62.79) |
| RSUs | 6/1/2022 | Unvested | 20,894 | — | — | $1,311,934 (at $62.79) |
| PSUs (FY 2023) | 6/1/2022 | Unvested (performance) | 94,027 | — | — | $5,903,955 (at $62.79) |
| RSUs | 6/1/2023 | Unvested | 14,079 | — | — | $884,020 (at $62.79) |
| PSUs (FY 2024) | 6/1/2023 | Unvested (performance) | 42,237 | — | — | $2,652,061 (at $62.79) |
| RSUs | 6/1/2024 | Unvested | 11,198 | — | — | $703,122 (at $62.79) |
| PSUs (FY 2025) | 6/1/2024 | Unvested (performance) | 25,196 | — | — | $1,582,057 (at $62.79) |
Policy and trading controls:
- Insider Trading Program prohibits hedging, short sales, options/derivatives, purchases on margin, and pledging; pre-clearance required; blackout periods apply .
- Executives commonly use Rule 10b5-1 trading plans pre-cleared by Legal .
Employment Terms
Potential Payments Upon Termination or Change in Control (as of March 31, 2025)
| Benefit Category | Qualifying Retirement | Qualifying Termination Absent CIC | Death/Disability | CIC with Assumption/Substitution | CIC without Assumption/Substitution | Qualifying CIC Termination |
|---|---|---|---|---|---|---|
| Continued Base Salary | — | $325,000 | — | — | — | $325,000 |
| Pro-Rated Annual Cash Incentive | — | $325,000 | $325,000 | — | — | $325,000 |
| Continued Benefits (COBRA) | — | $61,762 | — | — | — | $61,762 |
| Equity Acceleration | $1,405,245 | — | — | $13,464,122 | $13,430,028 | $13,430,028 |
| Total | $1,405,245 | $711,762 | $325,000 | $13,464,122 | $13,430,028 | $14,141,790 |
Change-in-control (CIC) equity treatment:
- If awards are not assumed/substituted in a CIC, they vest in full immediately prior to closing (PSUs vest at greater of target or actual attainment to date) .
- If assumed: PSUs vest based on certified performance at period end; upon qualified termination within 12 months post-CIC, vesting accelerates in full for other NEOs; CEO has separate acceleration resolution .
Retirement policy:
- Equity Award Retirement Policy (adopted FY 2025) provides full acceleration of time-based RSUs and continued eligibility of PSUs to vest based on performance upon a qualifying retirement (age/service criteria) for awards granted on/after June 1, 2024 .
Clawbacks and policies:
- Two clawback policies: (1) misconduct/material misstatement; (2) NYSE/Exchange Act Section 10D mandatory restatement recoupment (no misconduct required), covering 3 completed fiscal years .
- No excise tax gross-ups; limited perquisites; no option backdating/repricing; responsible grant timing .
Compensation Structure Analysis
- Heavy equity orientation maintained; base salaries unchanged; annual cash incentive tied solely to profitability (Adjusted EBITDA) .
- SVP target annual cash incentive increased from 40% to 50% in FY 2025; elevates at-risk cash while preserving equity-heavy mix .
- No stock options granted in FY 2025; long-term incentives split equally between RSUs and PSUs at target, keeping 50% performance-based equity .
- FY 2023 PSU payout at maximum (with market share kicker) drove significant vesting (Milsten: 92,274 shares; $16.45m value), a potential supply overhang mitigated by trading windows and 10b5-1 plans .
Say-on-Pay & Shareholder Feedback
| Proposal (2025 Annual Meeting) | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Advisory Vote on Executive Compensation | 38,623,299 | 2,205,696 | 126,618 | 6,357,934 |
Governance, Hedging/Pledging, and Ownership Guidelines
- Stock ownership guidelines for executives (multiple of salary; 5-year compliance window; mandatory holding of net shares until compliant) .
- Insider Trading Program prohibits hedging, short sales/derivatives, margin purchases, and pledging; requires pre-clearance; blackout windows enforced .
- Executives utilize Rule 10b5-1 plans pre-cleared by Legal .
Investment Implications
- Alignment: Strong pay-for-performance link via 50% PSU mix at target and cash bonus tied 100% to profitability. Milsten’s compensation scales with multi-year net sales and EBITDA CAGRs and market share gains, supporting shareholder alignment .
- Retention: Large unvested equity with 3-year PSU cliff vesting and retirement policy (for post–June 1, 2024 grants) encourages tenure; CIC protections are standard and double-trigger for non-CEO NEOs when assumed, limiting windfall concerns .
- Selling pressure: FY 2023 PSU maximum vest creates near-term supply, but insider trading controls (windows, 10b5-1) and anti-hedging/pledging policies reduce risk of opportunistic selling or leverage .
- Governance quality: No tax gross-ups, robust dual clawbacks, independent consultant, and responsible grant practices are positives; consistent with strong say-on-pay support evidenced by the 2025 vote tallies .
- Business performance backdrop: Sustained top-line momentum and adjusted EBITDA growth underpin high incentive funding; however, 1-year TSR volatility (-68%) underscores execution and valuation risk despite strong 3- and 5-year TSRs .