In an open letter from Marathon Partners Equity Management, LLC, a New York-based investment firm which beneficially owns about 8.6 percent of E.l.f.’s common stock, the investor strongly suggests a wide overhaul of the cosmetics company’s operating strategy, corporate governance practices, and executive compensation.
Of particular concern was the power that private equity firm TGP has over E.l.f., owning nearly 30 percent of the company and having three representatives on its board. Marathon Partners is now suggesting that a non-TGP designated director should be assigned to the role of lead independent director, after previously bringing up the issue in September of 2018.
“There are serious questions around the number of designated directors TPG is entitled to, with troublesome implications under either interpretation of the agreement,” said Mario Cibelli, managing partner at Marathon Partners. “Stockholders agreements, such as the one governing E.l.f., can covertly create two classes of share ownership without a dual class structure. Corporate boards need to be on high alert to avoid conferring second class status upon their public shareholders as sponsors seek to implement and sustain such agreements.”
Other recommendations from the investment firm include separating the role of chairman and CEO, and engaging independent counsel to fully reassess the second amended and restated stockholders agreement from March 3 of 2017.
“We believe senior leadership and the board have lost sight of the obligations and responsibilities that come with accepting new investors and public company ownership,” Cibelli said. “It is time for the board to reinvigorate good corporate governance at E.l.f. and implement best practices that drive increased accountability to the public shareholders of the company.”
The statement went on to say that Marathon Partners believes the senior members of TPG will support the proposed changes on behalf of E.l.f.’s public shareholders, and acknowledges that the E.l.f. the board has worked to address these issues in the past months.
In November of 2018, the cosmetics company reported Q3 net sales of $63.9 million, boosting the company’s shares by over 20 percent.