Lorne Lucree
About Lorne Lucree
Lorne Lucree, 44, joined BSLK’s board in July 2025 as an independent director. He is founder and principal of Quiet Coyote Consulting (since Sept 2004) and previously served as SVP Innovation at Unilever Prestige, Chief Innovation Officer at Voyant Beauty, and held product development roles at Luxury Brand Partners and Estée Lauder, and marketing roles at L’Oréal; he holds an MBA from NYU Stern and a BSc from Boston University . The Board has affirmatively determined he is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Quiet Coyote Consulting | Founder & Principal | Sep 2004–Present | Advises innovation strategy, product development for beauty brands, suppliers, investors |
| Unilever Prestige | Central Innovation Advisor; SVP Innovation | Aug 2023–Sep 2024 | Led innovation; beauty category expertise |
| Voyant Beauty | Chief Innovation Officer | Aug 2019–Jul 2023 | Led product development and R&D |
| Luxury Brand Partners | VP Product & Packaging Innovation & Development | Apr 2014–Jul 2019 | Product/packaging innovation leadership |
| Estée Lauder | Product Development & R&I roles | Nov 2011–Mar 2014 | R&I expertise |
| L’Oréal | Marketing roles | Aug 2008–Nov 2011 | Consumer marketing experience |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Elevation Labs (private) | Director | Current | Skincare, haircare, color cosmetics manufacturing |
| Ulta Beauty | Product Development Advisor (MUSE Accelerator) | Current | Advisory role; not a board seat |
| Ulta Beauty | Conscious Beauty Advisory Council (one of 12 members) | Current | Advisory council; not a board seat |
| Public Company Boards | — | — | No public company directorships disclosed in proxy biography |
Board Governance
- Classification and term: Class II director; term expires at 2026 annual meeting .
- Independence: Board determined independent under Nasdaq rules .
- Committees: Member, Nominating & Corporate Governance Committee; not a chair (committee chaired by Jeri Finard) .
- Board structure and sessions: Board is classified; independent director executive sessions held regularly and at least twice per year .
- Attendance: In 2024, all incumbent directors then serving attended ≥75% of meetings; Lucree joined in 2025 (specific 2025 attendance not disclosed) .
| Committee | Member | Chair |
|---|---|---|
| Audit | No | — |
| Compensation | No | — |
| Nominating & Corporate Governance | Yes | No (Chair: Jeri Finard) |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $40,000 | Non-employee directors; paid quarterly, pro-rated for partial quarters |
| Non-executive chair retainer | $30,000 | Additional cash for Board chair (if applicable) |
| Audit Committee chair | $15,000 | Additional annual retainer |
| Compensation Committee chair | $12,000 | Additional annual retainer |
| Nominating & Governance chair | $8,000 | Additional annual retainer |
| Audit Committee member (non-chair) | $8,000 | Additional annual retainer |
| Compensation/Nominating members (non-chair) | $0 | No additional cash for non-chair members |
- Applicability to Lucree: Eligible for base $40,000; as a non-chair member of Nominating & Governance, no additional cash retainer; not on Audit or Compensation committees .
Performance Compensation
| Equity Award Type | Shares | Vesting | Change-in-Control (CoC) | Notes |
|---|---|---|---|---|
| Initial RSU Award | 1,125 | 1/3 on each of first three anniversaries of grant date; service-based | Full vesting if director will not serve on successor board following CoC | Granted automatically to new non-employee directors (post-Closing) |
| Annual RSU Award | 750 | Vests in full on earlier of 1-year anniversary or next annual meeting; service-based | Same CoC provision as above | Granted to continuing non-employee directors at annual meeting |
| Pro-Rated Annual RSU | Formula: 750 × (365 − days since prior annual meeting)/365 | Vests on same schedule as Annual Award; service-based | Same CoC provision as above | For mid-cycle appointments |
- No performance-conditioned (TSR, revenue, EBITDA) metrics are disclosed for director equity; awards vest solely based on service/time under the Director Compensation Program .
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Interlock/Conflict Notes |
|---|---|---|---|
| Elevation Labs | Private | Director | Manufacturing in beauty/cosmetics; no related-party transactions with BSLK disclosed in proxy |
- Compensation Committee uses external independent consultant (Compensia); committee determined no conflicts of interest with the consultant’s work in 2024 .
Expertise & Qualifications
- Recognized leader in beauty innovation, product development, and R&D with expertise in formulation science, ingredient technologies, packaging, sustainability, olfactive trends, and consumer insights .
- MBA (NYU Stern) and BSc (Boston University) .
Equity Ownership
| Metric | Jul 11, 2025 | Oct 10, 2025 |
|---|---|---|
| Shares beneficially owned | 68 | 68 |
| % of shares outstanding | <1% (2,061,779 shares outstanding) | <1% (3,940,170 shares outstanding) |
| Ownership components (within 60 days) | 68 RSUs vesting/vested; no direct shares, options reported for Lucree | 68 RSUs vesting/vested; no direct shares, options reported for Lucree |
- No pledging or hedging of BSLK stock by Lucree is disclosed; company maintains an Insider Trading Policy governing directors .
Governance Assessment
- Independence and committee role: Independent director; sits on Nominating & Corporate Governance, aligning with his governance and industry experience .
- Alignment: Beneficial ownership is de minimis (68 shares, <1%), signaling low “skin-in-the-game” versus programmatic RSU awards; director stock ownership guidelines are referenced in governance topics but specific multiples/requirements are not disclosed in the proxy .
- Compensation structure: Director pay is primarily fixed cash plus time-based RSUs; absence of performance-based equity and CoC acceleration (if not on successor board) could reduce pay-for-performance linkage and accelerate vesting in a sale scenario .
- Conflicts/related party: Proxy does not identify any related‑party transactions involving Lucree; audit committee oversees related‑party review per policy .
- Board design and control: Classified board structure (three classes) delays or prevents changes in control, which can be viewed as an entrenchment risk for investors .
- Attendance and engagement: 2024 attendance was ≥75% among incumbents; Lucree’s 2025 attendance is not disclosed in the proxy materials reviewed .
RED FLAGS
- Very low ownership alignment (<1% beneficial ownership; only 68 RSUs counted within 60 days) .
- Classified board structure may inhibit shareholder-driven board changes .
- Director equity awards are time-based with potential CoC acceleration, not performance-conditioned .
Mitigants
- Board independence affirmed; executive sessions conducted regularly .
- Nominating & Corporate Governance committee includes independent members and oversees governance guidelines; audit committee oversees related‑party transactions .