Nital Scott
About Nital Scott
Nital Scott (age 46) is a Class II independent director of European Wax Center, Inc. serving since November 2021; she is currently Chief Financial Officer of K18 Hair and previously served as CFO of Beautycounter (2017–2022) after senior finance roles at Beautycounter, Goldman Sachs (Investment Banking VP), and KPMG (Audit Manager); she holds a B.A. in Economics from UCLA and an MBA from UCLA Anderson . The Board has affirmatively determined she is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Beautycounter | Chief Financial Officer | Oct 2017 – Mar 2022 | Led finance; capital markets and accounting expertise |
| Beautycounter | SVP, Finance | Sep 2014 – Oct 2017 | Built finance function; operating finance |
| Goldman Sachs | Vice President, Investment Banking | Prior to Beautycounter | Corporate finance and capital markets skills |
| KPMG | Audit Manager | Prior to Goldman Sachs | Audit and controls foundation |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| K18 Hair | Chief Financial Officer | Current | Finance leadership in consumer products |
| Welch Foods, Inc. | Board Director | Current | Board service; committees not disclosed |
Board Governance
- Classification and term: Class II director; term continues to the 2026 annual meeting .
- Independence: Determined independent by the Board under Nasdaq rules .
- Committees: Member, Audit Committee (chair: Dorvin D. Lively; other member Laurie Ann Goldman); not designated as audit committee financial expert (Lively holds that designation) .
- Attendance: Board met 9 times in 2024; each director attended at least 75% of aggregate Board and committee meetings; Audit Committee met 8 times; Compensation Committee met 6 times; Nominating and Governance met 5 times .
- Leadership: CEO Chris Morris serves as Chair; no lead independent director disclosed .
- Policy: Directors prohibited from hedging or pledging company stock or holding in margin accounts .
Fixed Compensation
Non‑employee director pay structure via letter agreement: annual cash retainer $50,000; annual RSU grant valued at $125,000 vesting in four equal quarterly installments (confidentiality covenant) .
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Cash Retainer ($) | 62,500 | 50,000 | 50,000 |
| Stock Awards ($) | 125,000 | 124,999 | 124,997 |
| Total ($) | 187,500 | 174,999 | 174,997 |
Notes: FY 2022 cash includes $12,500 earned for 2021 but paid in early 2022 .
Performance Compensation
- Structure: Director equity grants are time‑vested RSUs (quarterly vesting); no performance‑based metrics (e.g., EBITDA, TSR) disclosed for director compensation .
- Vesting cadence: Annual RSUs vest in four equal quarterly installments; initial one‑time RSU grant (upon joining in 2021) vested in eight equal quarterly installments .
| RSU Design Element | Details |
|---|---|
| Annual grant value ($) | $125,000 (time‑vested) |
| Vesting cadence | 4 equal quarterly installments (annual grants) |
| Initial grant (2021) | $62,500; 8 quarterly installments |
Other Directorships & Interlocks
- External boards: Welch Foods, Inc. (non‑public; committees not disclosed) .
- Private equity influence at EWCZ: General Atlantic retains nomination rights and consent rights over certain actions via Stockholders’ and related agreements; Scott is not identified as a GA nominee; this dynamic is a broader governance consideration rather than an individual conflict .
Expertise & Qualifications
- Finance and accounting: CFO experience; audit background; capital markets from Investment Banking at Goldman Sachs .
- Consumer products: Senior leadership in beauty/personal care; relevant to EWCZ’s consumer services and product strategy .
- Education: B.A. Economics (UCLA); MBA (UCLA Anderson) .
Equity Ownership
| Metric | Apr 8, 2024 | Apr 7, 2025 |
|---|---|---|
| Beneficial Class A Shares (#) | 22,968 (less than 1%) | 14,214 (less than 1%) |
| Class B Shares (#) | — | — |
| Unvested RSUs (#) | 3,576 | 5,319 |
| Shares Outstanding (reference) | 60,827,101 common shares | 55,171,372 common shares |
| Hedging/Pledging Policy | Prohibited for directors |
Notes: Ownership percentages reported as “<1%” per proxy tables .
Governance Assessment
- Board effectiveness: Scott adds experienced finance leadership and consumer products domain knowledge to the Audit Committee; independence affirmed and attendance threshold met, supporting investor confidence in oversight rigor .
- Alignment and incentives: Stable director pay mix (≈$50k cash, ≈$125k time‑vested RSUs annually) with quarterly vesting enhances continuity and alignment but lacks performance‑based equity—typical for directors; unvested RSUs support longer‑term orientation .
- Conflicts/related‑party: No related‑party transactions involving Scott disclosed; Audit Committee (where she serves) oversees related‑party approvals—positive control environment .
- Structural risk: General Atlantic rights (nominations/consents) are a governance overlay; while not a direct conflict for Scott, this sponsor influence is a structural consideration for minority investors .
Shareholder Voting Signals
| Proposal (Annual Meeting 6/4/2024) | For | Withhold/Against | Broker Non‑Votes/Abstain |
|---|---|---|---|
| Elect David Berg (Class III) | 52,462,987 | 1,623,461 | 3,472,704 |
| Elect Andrew Crawford (Class III) | 35,509,453 | 18,576,995 | 3,472,704 |
| Ratify Deloitte & Touche LLP | 34,704,934 | 36,237 | 780 abstain |
Notes: No say‑on‑pay proposal was on the ballot (EWCZ’s 2024 meeting included only director elections and auditor ratification) .
Related Party Transactions (Conflict Review)
- Proxy “Certain Relationships and Related Party Transactions” focuses on sponsor agreements (EWC Ventures LLC Agreement, Exchange Agreement, Stockholders’ Agreement, Registration Rights Agreement, Tax Receivable Agreement); no transactions naming or involving Nital Scott were disclosed .
RED FLAGS
- None specific to Scott identified: independence confirmed, attendance threshold met, hedging/pledging prohibited, and no related‑party transactions disclosed involving her .
- Structural sponsor rights (GA’s nomination/consent) are a board‑level governance consideration rather than an individual conflict for Scott .
Compensation Structure Analysis (Directors)
- Year‑over‑year mix: Flat cash ($50k) and equity (~$125k) for FY 2023–2024; slightly higher cash reported in FY 2022 due to timing of 2021 fees; indicates stable policy without pay inflation .
- Instruments: RSUs only—no options or performance shares; quarterly vesting supports retention and ongoing alignment but does not introduce performance gating .
- Consultant independence: Meridian Compensation Partners engaged for executive/director pay; independence assessed—no conflicts identified (committee‑level disclosure) .
Director Stock Ownership Guidelines
- Specific director ownership guideline multiples (e.g., of cash retainer) not disclosed in the proxy; trading policy prohibits hedging/pledging and margin accounts—supportive of alignment .