Coty Navigates Headwinds, Refreshes Board Amid FY25 Performance

TL;DR

**Coty's board shake-up and strategic pivot for FY26 signal a potential turnaround, but near-term headwinds like tariffs make it a cautious buy.**

AI Summary

Coty Inc. is navigating near-term headwinds, including tariff impacts and a challenging US market, while strengthening its position as a global beauty powerhouse. The company delivered fourth-quarter fiscal year 2025 results in line with expectations and guidance, and expanded its fiscal year 2025 gross margin. Coty has initiated a multi-pronged plan to improve operational and financial trends in fiscal year 2026 and beyond, following four years of momentum and a more difficult fiscal year 2025. The Board of Directors has undergone significant changes, with Maria Asuncion Aramburuzabala Larregui and Johannes Huth resigning in February and July 2025, respectively. Lubomira Rochet and Oliver Goudet will also step down at the Annual Meeting. Frank Engelen, Co-CEO of JAB, has been nominated for election as a new director. Beatrice Ballini was appointed Lead Independent Director in July 2025 and chairs the Remuneration and Nomination Committee, which oversees executive compensation and board refreshment. JAB Group maintains approximately 52% voting power, making Coty a 'controlled company,' though it has opted not to utilize all associated exemptions.

Why It Matters

Coty's strategic board refreshment, including the departure of four directors and the nomination of JAB Co-CEO Frank Engelen, signals a potential shift in governance and strategic direction, which could impact long-term investor confidence and operational focus. The company's commitment to expanding gross margin and a multi-pronged plan for fiscal year 2026 is crucial for investors seeking consistent growth in a competitive beauty market. For employees, leadership changes and strategic shifts could influence company culture and priorities. Customers may see impacts through product innovation and market positioning as Coty aims to strengthen its global beauty powerhouse status amidst tariff and US market challenges.

Risk Assessment

Risk Level: medium — The company explicitly anticipates 'continued near-term headwinds, including tariff impacts and a difficult US market,' which could impede the effectiveness of its multi-pronged plan for fiscal year 2026. While Coty delivered Q4 FY25 results in line with expectations, the overall fiscal year 2025 was 'more challenging,' indicating ongoing volatility.

Analyst Insight

Investors should closely monitor Coty's fiscal year 2026 performance for tangible results from its 'multi-pronged plan' and assess the impact of the significant board refreshment on strategic execution. Pay attention to gross margin expansion and any specific details on how the company plans to mitigate tariff and US market challenges.

Key Numbers

• 2025-09-26 — Filing Date (Date of DEF 14A filing)
• 2025-11-06 — Annual Meeting Date (Date of Coty's 2025 Annual Meeting of Stockholders)
• 5 — Years of transformation (Under Sue Nabi's leadership)
• 4 — Years of momentum (Preceding a more challenging fiscal year 2025)
• 60% — JAB Group ownership (Following JAB Tender Offer on April 30, 2019)
• 52% — JAB Group voting power (As of September 12, 2025 (54% inclusive of Mr. Harf's interests))
• 146,057 — Series B Preferred Stock shares (Held by HFS Holdings S.a r.l, beneficially owned by Peter Harf)
• 9 — Director nominees (Proposed for election at the Annual Meeting)
• 6 — Board meetings (Held in fiscal year 2025)
• 21 — Special Committee meetings (Held by the ad hoc Special Committee in fiscal year 2025)

Key Players & Entities

• COTY INC. (company) — Registrant
• Sue Nabi (person) — Leader of Coty's transformation
• Maria Asuncion Aramburuzabala Larregui (person) — Resigned Board Director (February 2025)
• Johannes Huth (person) — Resigned Board Director (July 2025), Chair of ad hoc Special Committee
• Lubomira Rochet (person) — Stepping down from Board, RNC member
• Oliver Goudet (person) — Stepping down from Board
• Frank Engelen (person) — Nominated Director, Co-CEO of JAB
• Beatrice Ballini (person) — Chair of Remuneration and Nomination Committee, Lead Independent Director (appointed July 2025)
• Peter Harf (person) — Chairman of the Board, retired from JAB Holding Company S. r.l. in April 2025
• JAB Group (company) — Beneficial owner of approximately 52% of voting power

FAQ

Key Financial Figures

• $11.65 — s A Common Stock at a purchase price of $11.65 per share, for aggregate consideration
• $1,747,500,000 — ggregate consideration of approximately $1,747,500,000. Following the consummation of the JAB
• $120,000 — during the last three years, more than $120,000 in direct compensation from us (other t
• $1 million — ee fiscal years, exceeds the greater of $1 million or 2% of the other company's consolidat

Filing Documents

• coty-20250926.htm (DEF 14A) — 1076KB
• coty-20250926_g1.jpg (GRAPHIC) — 129KB
• coty-20250926_g2.jpg (GRAPHIC) — 66KB
• coty-20250926_g3.jpg (GRAPHIC) — 8KB
• coty-20250926_g4.jpg (GRAPHIC) — 364KB
• coty-20250926_g5.jpg (GRAPHIC) — 320KB
• coty-20250926_g6.jpg (GRAPHIC) — 311KB
• coty-20250926_g7.jpg (GRAPHIC) — 440KB
• coty-20250926_g8.jpg (GRAPHIC) — 189KB
• 0001024305-25-000052.txt ( ) — 5836KB
• coty-20250926.xsd (EX-101.SCH) — 1KB
• coty-20250926_htm.xml (XML) — 111KB

Security Ownership of Certain Beneficial Owners and Management 21

Security Ownership of Certain Beneficial Owners and Management 21 Delinquent Section 16(a) Reports 23 Proposal No. 2: Approval of Advisory Resolution on Named Executive Officer Compensation (Say-On-Pay) 23

Executive Compensation 24

Executive Compensation 24 Pay Versus Performance 46 Proposal No. 3: Ratification of Appointment of Deloitte & Touche LLP as our Independent Registered Public Accounting Firm 51 Audit Fees and Other Fees 51 Audit and Finance Committee Report 52 Stockholder Proposals for the 2026 Annual Meeting 53 Questions and Answers about the Proxy Materials and the Annual Meeting 53

Forward-looking Statements 60

Forward-looking Statements 60 Other Matters 60 2 These proxy materials are being made available to you electronically or, if you have requested, printed versions of these materials, have been delivered to you by mail in connection with the solicitation of proxies by the Board of Directors of Coty Inc. (the "Company", "Coty", "we" or "us"), a Delaware corporation, for our 2025 Annual Meeting of Stockholders (the "Annual Meeting") to be held at 8:30 a.m. Eastern Time ("ET") on Thursday, November 6, 2025 via the Internet at www.virtualshareholdermeeting.com/coty2025. When used in these proxy materials, the term "includes" and "including" means, unless the context otherwise indicates, including without limitation. CORPORATE GOVERNANCE We are committed to good governance practices. Our governance practices seek to ensure that we conduct our affairs in a manner that matches the high standards we have set for our people and products. We believe that good governance builds integrity and trust, strengthens the accountability of our Board, management and employees, promotes the long-term interests of stockholders and allows us to be a good corporate citizen in each of the countries where we do business. Principles of Corporate Governance and Code of Business Conduct Our Board has developed corporate governance practices to help it fulfill its responsibilities to stockholders in providing general direction and oversight of management. These practices are set forth in our Principles of Corporate Governance. We also have a Code of Business Conduct (the "Code") applicable to all our employees, officers and directors, including the Chief Executive Officer ("CEO"), the Chief Financial Officer and other senior officers. These documents and any future waivers of provisions of the Code granted to any senior officer or any material amendments to the Code may be found as promptly as practicable, in the "Investors" section of our website: www.coty.com within the "Corporate Go