Amanda Baldwin
About Amanda Baldwin
Amanda Baldwin, age 46, has served as Chief Executive Officer and Class III Director of Olaplex Holdings, Inc. since December 11, 2023, bringing deep beauty industry expertise from leadership roles at Supergoop, L Catterton, Dior Beauty North America (LVMH), and Clinique; she holds an MBA from Wharton and an AB from Harvard . During her tenure, 2024 net sales were $423 million and adjusted EBITDA was $130 million versus 2023 net sales of $458 million and adjusted EBITDA of $174 million, reflecting a transition year with bonus payouts calibrated to under-target performance . Olaplex’s 2023 say‑on‑pay received over 91% support, and the company maintains strong governance policies (clawbacks, anti‑hedging/pledging, ownership guidelines) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Supergoop LLC | Chief Executive Officer and President | Aug 2016–Dec 2023 | Scaled brand; leadership in product development and omnichannel |
| L Catterton | Senior Vice President | — | Collaborated with portfolio management teams; beauty focus |
| Dior Beauty North America (LVMH) | Led omnichannel marketing strategy | — | Brand building and marketing leadership |
| Clinique (Estée Lauder Companies) | Various positions | — | Product and marketing experience |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Ibotta, Inc. | Director | Current | — |
| KIPP NYC | Director | Current | — |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base salary ($) | $57,692 (partial year start) | $1,000,000 |
| Signing bonus ($) | $950,000 (paid at hire; subject to one-year repayment if certain conditions) | — |
| Perquisites ($) | $20,000 (legal fee reimbursement) | $25,970 (401(k) match $13,800 + professional orgs/networking, salon services, security preclearance) |
| Director fees | None; she did not receive director compensation | None; director compensation covered under executive comp |
Performance Compensation
| Element | Design | Target | Actual (FY2024) | Payout mechanics | FY2024 payout |
|---|---|---|---|---|---|
| Annual cash bonus (CEO) | 2/3 based on net sales; 1/3 based on adjusted EBITDA | 50% of base salary ($500,000) | Net sales $423m; adjusted EBITDA $130m | Company performance earned 46% of target; Compensation Committee added 14% discretionary; total 60% of target | $330,000 (of which $230,000 performance; $100,000 discretionary) |
| Equity – RSUs (grant 12/11/2023) | Time‑based; equal annual tranches over 4 years; 100% accelerates on change of control | $8,000,000 grant date value | 790,514 shares vested 12/11/2024 | 25% per year; remaining three tranches vest on each 12/11 through 2027 | 2,371,541 RSUs unvested at 12/31/2024; market value $4,102,766 (at $1.73) |
| Equity – Options (grant 12/11/2023) | Time‑based; equal annual tranches over 4 years; 100% accelerates on change of control | $5,000,000 grant date value; 4,237,288 options at $2.53 strike; expire 12/11/2033 | 1,059,322 options exercisable as of 12/31/2024 | 25% per year; remaining tranches vest on each 12/11 through 2027 | Unvested options had $0 value as of 12/31/2024 (stock $1.73) |
Detailed annual bonus calibration (FY2024):
| Metric | Weight | Threshold | Target range | Maximum | Actual | % of portion earned |
|---|---|---|---|---|---|---|
| Net sales ($m) | 2/3 | $412 (25%) | $449–$467 (100%) | $481 (130%) | $423 | 50% of net sales portion (between $412 and $424) |
| Adjusted EBITDA ($m) | 1/3 | $127 (25%) | $150–$160 (100%) | $167 (130%) | $130 | 50% of EBITDA portion (between $127 and $135) |
| Committee discretion | — | — | — | — | Added +14% of target to total | Total bonus = 46% performance + 14% discretionary = 60% of target |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 1,510,281 shares (includes 450,959 common + 1,059,322 options exercisable within 60 days of 4/9/2025; <1%) |
| RSUs unvested | 2,371,541 units; market value $4,102,766 at 12/31/2024 close price $1.73 |
| Options outstanding | 1,059,322 exercisable; 3,177,966 unexercisable; strike $2.53; expiry 12/11/2033 |
| Ownership guidelines | CEO must hold vested equity ≥ 5x total target annual cash compensation; 67% retention of shares until compliant; all covered employees are on track |
| Hedging & pledging | Prohibited under Insider Trading Policy (no collars, swaps; no margin/pledging) |
| Clawbacks | Mandatory SEC‑compliant clawback for Section 16 officers; discretionary clawback for VP+ (restatements and detrimental conduct) |
| Director compensation | CEO did not receive director compensation; equity/fees for non‑employee directors outlined separately |
Employment Terms
| Provision | Terms (CEO) |
|---|---|
| Employment start date | December 11, 2023 |
| Base + target bonus | $1,000,000 base; 50% target annual bonus beginning FY2024 |
| Severance (without cause / good reason) | 12 months base ($1,000,000 as of 12/31/2024) + any earned prior FY bonus (none as of 12/31/2024) + pro‑rated current‑year bonus ($330,000 as of 12/31/2024) + pro‑rata vesting of next time‑vested tranche (options $0; RSUs $74,936 at $1.73) + 12 months COBRA premiums ($34,125) |
| Death/disability | Prior FY bonus (if any), pro‑rated current-year bonus ($330,000 as of 12/31/2024), pro‑rata vesting of next tranche (options $0; RSUs $74,936) |
| Change‑of‑control (CIC) | 100% acceleration of unvested new‑hire options and RSUs; unvested option value $0; RSUs $4,102,766 at 12/31/2024 price |
| Non‑compete / non‑solicit | During employment and up to 12 months post‑termination; perpetual confidentiality/IP assignment |
| Ongoing equity eligibility | From 2025, annual equity awards with target aggregate grant date value ≥ $5,000,000, subject to Board approval |
Board Governance
- Board service: Class III director; re‑elected in 2024 for term expiring at 2027 annual meeting . Baldwin is not on Audit, Compensation, or Nominating & Corporate Governance committees; committee membership includes independent and non‑independent directors under controlled company exemptions .
- Board structure and leadership: Executive Chair John P. Bilbrey; Lead Director Tricia Glynn; CEO and Chair roles separated; staggered board classes . Olaplex is a “controlled company” under Nasdaq rules (Advent-affiliated funds hold majority voting power), relying on certain independence exemptions for Compensation and Nominating committees; Audit Committee meets full independence requirements .
- Meetings and attendance: Board held four meetings in FY2024; no director attended fewer than 75% of meetings; 82% of directors attended the 2024 annual meeting .
- Policies: Stock ownership guidelines, anti‑hedging/pledging, and clawbacks are in effect; annual say‑on‑pay vote (over 91% support for FY2023) .
Compensation Committee Analysis
- Composition: Chair Tricia Glynn; members John P. Bilbrey and David Mussafer; uses independent consultant Aon, with independence assessed (no conflicts) .
- Peer group: FY2024 peers included e.l.f. Beauty, Coty, Edgewell Personal Care, Inter Parfums, Medifast, USANA, Warby Parker, Freshpet, BellRing Brands, FIGS, The Honest Company, The Beauty Health Company, Oatly, OneSpaWorld, Nature’s Sunshine, LifeVantage, YETI; Olaplex TTM revenue at 23rd percentile; market cap at 55th percentile (as of Oct 13, 2023) .
- Practices: No CIC cash severance or bonus agreements; no option repricing without shareholder consent; no golden parachute tax gross‑ups; minimal perquisites .
Vesting Schedules and Insider Selling Pressure
| Award | Grant | Schedule | Next vest dates | Notes |
|---|---|---|---|---|
| RSUs | 12/11/2023 (3,162,055 units) | 25% annually over 4 years; full acceleration on CIC | 12/11/2025, 12/11/2026, 12/11/2027 (equal tranches) | 790,514 vested on 12/11/2024 |
| Options | 12/11/2023 (4,237,288; $2.53 strike; 12/11/2033 expiry) | 25% annually over 4 years; full acceleration on CIC | 12/11/2025, 12/11/2026, 12/11/2027 (equal tranches) | 1,059,322 exercisable as of 12/31/2024; unvested options had $0 value at $1.73 |
- Retention dynamics: Required retention of 67% of shares from vesting until ownership guideline compliance; hedging and pledging prohibited, mitigating near‑term selling pressure .
Director Compensation (Board service by CEO)
- Baldwin received no director compensation for board service; CEO compensation captured under executive compensation sections .
- Non‑employee director policy (context): Annual cash retainer $100,000; committee/chair retainers; annual RSUs ≈$150,000 ($250,000 for Chair), vesting one year post‑grant .
Say‑on‑Pay & Shareholder Feedback
- Say‑on‑pay (FY2023): Over 91% support of votes cast; company continues annual say‑on‑pay cadence and factors feedback into future design .
Performance & Track Record
- 2024 outcomes used in incentive calibration: Net sales $423m; adjusted EBITDA $130m; 46% performance payout plus 14% discretionary overlay for retention/motivation .
- Prior leadership achievements: Scaled Supergoop; brand building and marketing credentials at LVMH/Clinique; private equity portfolio value creation experience at L Catterton .
Risk Indicators & Red Flags
- Controlled company governance (Advent‑affiliated majority) reduces committee independence requirements; mitigated by separate Executive Chair and Lead Director .
- Strong policy framework (clawbacks; anti‑hedging/pledging; ownership requirements) lowers misalignment and selling risk .
- No CIC cash multiples or tax gross‑ups; minimal perquisites .
Investment Implications
- Alignment: Large time‑vested RSUs and options with multi‑year vesting, stringent ownership/retention and anti‑hedging/pledging policies align CEO with long‑term equity performance; options were out‑of‑the‑money at 12/31/2024, tempering near‑term exercise/selling pressure .
- Incentive design: Annual bonus tied to top‑line and EBITDA with straight‑line calibration and measured discretionary overlays supports focus on profitable growth; absence of CIC cash severance reduces windfall risk .
- Retention and execution risk: Multi‑year equity with CIC acceleration provides retention but could concentrate value realization around corporate events; 2024 under‑target performance and controlled company governance elevate execution scrutiny and independence considerations, partially mitigated by separate Chair/CEO and strong policy framework .
- Trading signals: Upcoming annual vest dates (12/11 annually through 2027) may create periodic settlement flows; policy‑mandated 67% retention and anti‑pledging reduce discretionary selling; monitor Form 4 filings around vest dates for tax‑related “sell‑to‑cover” dynamics .