Tarang Amin
e.l.f. BeautyAbout Tarang Amin
Tarang Amin is Chairman, Chief Executive Officer, and President of e.l.f. Beauty; he has served as CEO since January 2014, President since March 2019, and Chairman since August 2015, and is age 60 with approximately 11.4 years on the board as of the 2025 proxy . He holds a B.A. in International Policy and an M.B.A. from Duke University . e.l.f.’s pay-versus-performance disclosure shows outsized shareholder returns; a $100 investment grew to $1,992.17 by FY2024 versus $193.46 for the peer group, and Adjusted EBITDA reached approximately $297 million in FY2025, driving a 200% annual incentive funding outcome . The board combines CEO and Chairman roles but employs a Lead Independent Director and independent committee chairs to mitigate governance concentration .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Schiff Nutrition (NYSE: SHF) | President & CEO | Mar 2011–Jan 2013 | Led company through growth and through acquisition by Reckitt Benckiser; public-company CEO experience . |
| The Clorox Company | VP & GM, Litter, Food, Charcoal SBUs | Apr 2008–Mar 2013 | General management across multiple consumer categories; brand and P&L leadership . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| The J.M. Smucker Co. | Director; Member, Compensation & People Committee | Aug 2023–present | Current public board service; compensation committee seat . |
| Pharmavite LLC | Director | Ongoing | Privately held nutritional supplements company . |
| The Conference Board CED; WSJ CEO Council | Member | Ongoing | Policy and executive leadership forums . |
| Duke University Center of Leadership & Ethics | Board of Advisors | Ongoing | Academic advisory role . |
Fixed Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary ($) | $475,000 | $475,000 | $475,000 |
| Target Annual Cash Incentive (% of Salary) | 100% | 100% | 100% |
| Target Annual Cash Incentive ($) | $475,000 | $475,000 | $475,000 |
Notes:
- e.l.f. emphasizes equity over cash; CEO base salary has remained unchanged since hire, aligned with compensation philosophy .
Performance Compensation
Annual Cash Incentive
| Item | FY 2025 |
|---|---|
| Funding Mechanism | Based on predetermined financial measures chosen by the Compensation Committee; payout = base salary × target % × funding % . |
| Key Outcome | Adjusted EBITDA ≈ $297 million, resulting in 200% funding . |
| Target vs Actual | Target $475,000; Actual payout 200% = $950,000 . |
| Threshold/Max | Threshold 80%; Maximum 200% . |
Long-Term Incentives (FY2025 Grants)
| Award Type | Grant Date | Shares at Target | Grant Date Fair Value |
|---|---|---|---|
| PSUs | 6/1/2024 | 18,834 | $3,699,939 |
| RSUs (time-based) | 6/1/2024 | 18,834 | $3,699,939 |
PSU Performance Design (FY2023 Cycle)
| Metric | Weighting | Performance Period | Payout Mechanics |
|---|---|---|---|
| Net Sales CAGR | 60% | Apr 1, 2022–Mar 31, 2025 | Achievement factor applied; each PSU up to 2.25 shares . |
| Adjusted EBITDA CAGR | 40% | Apr 1, 2022–Mar 31, 2025 | Achievement factor applied . |
| Market Share Gain (brand-level) | +25% additive | Same as above | Adds 25% payout only if achieved . |
Multi-Year Compensation (Summary Compensation Table)
| Component ($) | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Salary | $475,000 | $475,000 | $475,000 |
| Stock Awards (ASC 718) | $4,199,619 | $6,999,892 | $7,399,879 |
| Non-Equity Incentive (Annual Bonus) | $950,000 | $950,000 | $950,000 |
| All Other Compensation | $9,500 | $9,500 | $9,500 |
| Total | $5,634,119 | $8,434,392 | $8,834,379 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 1,664,933 shares; 2.9% of outstanding (based on 56,734,893 shares outstanding) . |
| Composition | 659,737 options exercisable within 60 days; 536,664 shares held by family trusts; 468,532 shares held by The Amin Family General Partnership; 0 direct shares, 0 RSUs vesting within 60 days . |
| Options Snapshot | Exercisable tranches include grants at $17.00 (exp. 9/21/2026), $26.84 (exp. 2/14/2027), $18.43 (exp. 3/1/2028) . |
| Stock Price Reference | $62.79 closing price on 3/31/2025 (FY-end) for valuation context of stock awards . |
| Ownership Policy | Stock ownership guidelines in place; five-year compliance window from original or promotion start date; must hold shares acquired via awards until compliant . |
| Hedging/Pledging | Insider Trading Program prohibits hedging and pledging company securities; requires pre-clearance and enforces blackout periods . |
Outstanding Equity Awards (as of 3/31/2025)
| Instrument | Key Terms | Status |
|---|---|---|
| Stock Options | 9/21/2016: 194,537 at $17.00 exp. 9/21/2026; 2/14/2017: 213,000 at $26.84 exp. 2/14/2027; 3/1/2018: 252,000 at $18.43 exp. 3/1/2028 . | Exercisable . |
| RSUs (time-based) | 6/1/2021: 17,227; 6/1/2022: 39,890; 6/1/2023: 24,638; 6/1/2024: 18,834 — market values reported at FY-end . | Unvested balances with reported market values . |
| PSUs (performance) | 6/1/2023: 32,851 unearned; 6/1/2024: 42,377 unearned — market/payout values reported . | Subject to Net Sales/Adj. EBITDA CAGR and market share metrics . |
Employment Terms
| Provision | Tarang Amin |
|---|---|
| Severance (no CoC) | 2× base salary (installments), up to 18 months COBRA, pro-rated annual incentive if employed ≥6 months in FY; at-will employment; subject to release and restrictive covenants . |
| Death/Disability | Eligible for pro-rated annual incentive based on actual performance for fiscal year of termination . |
| Change-in-Control (CoC) – Single Trigger | By 2016 Compensation Committee resolution, Mr. Amin’s equity awards vest in full immediately prior to a CoC, subject to service through closing; PSUs deemed achieved at greater of target or actual at CoC . |
| CoC – Double Trigger | If terminated without cause or for good reason within 12 months post-CoC, time-vesting awards fully accelerate; PSUs accelerate (greater of actual vs target) and severance benefits apply . |
| Golden Parachute Economics (Estimated) | Qualifying CoC termination total: $26,773,928 (includes $950,000 continued salary, $950,000 pro-rated incentive, $42,163 benefits, $24,831,765 equity acceleration) . |
| 280G Excise Tax | No excise tax gross-ups provided . |
| Deferred Compensation | No non-qualified deferred comp plans for executives . |
Board Service & Governance
- Board roles: Chairman and CEO; Director since 2014; Committees: none; term ending 2025 (nominated as Class III) .
- Governance mitigations: Lead Independent Director (Lauren Cooks Levitan), independent chairs for Audit, Compensation, NomGov; board 89% independent, Mr. Amin not independent due to CEO role .
- Board leadership responsibilities are formalized; independent directors meet in executive session regularly .
Compensation Committee & Benchmarking
- Compensation Committee members: Kenny Mitchell (Chair), Gayle Tait; independent per NYSE and SEC rules; held four meetings in FY2025 .
- Independent consultant: Aon (Human Capital Solutions) for peer group selection, market assessment; determined independent with no conflicts .
- FY2025 peer group includes beauty/consumer names; when adopted, e.l.f. was at 38th percentile for TTM revenue and 83rd percentile for market cap versus peers .
- Say-on-pay support: ~94% approval at 2024 annual meeting; broad investor support; no program modifications in FY2025 .
Risk Controls & Clawbacks
- Clawback policies: misconduct-based clawback (FY2021) and NYSE/Exchange Act Section 10D-compliant recoupment (effective Oct 2, 2023) apply to incentive-based compensation for restatements; duplicative recovery limited .
- Insider Trading Program prohibits hedging, shorting, derivative transactions, and pledging; mandates pre-clearance and blackout periods .
Investment Implications
- Alignment: Heavy equity mix with 50% PSUs and 50% RSUs in FY2025, bonus funding tied to financial outcomes (Adjusted EBITDA), and robust stock ownership guidelines support pay-for-performance and long-term alignment .
- Retention risk and selling pressure: Significant in-the-money options (strike $17–$26.84 vs $62.79 FY-end price) and large trust/partnership holdings could create periodic liquidity events; however, hedging/pledging prohibitions and ownership-hold requirements mitigate misalignment .
- Change-in-control economics: Mr. Amin’s single-trigger full equity vesting at CoC is shareholder-sensitive but generous; combined with double-trigger severance, this creates substantial payout exposure in strategic transactions ($26.8M estimated in qualifying CoC termination) .
- Governance balance: Dual Chairman/CEO role is offset by Lead Independent Director and independent committee leadership; strong say-on-pay support and independent compensation oversight reduce governance red flags .