Alison Loehnis
lululemon athleticaAbout Alison Loehnis
Alison Loehnis, age 54, is an independent Class III director of lululemon, serving since 2022. She is ad‑interim CEO and President of Yoox Net‑a‑Porter (YNAP), with a background spanning brand marketing and global e‑commerce; prior roles include LVMH, Hachette Filipacchi, The Walt Disney Company, and Saatchi & Saatchi. She holds a degree in Art History from Brown University. Her board tenure is three years as of April 29, 2025.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Yoox Net‑a‑Porter (YNAP) | Ad‑interim CEO & President; previously multiple leadership roles (instrumental in launching TheOutnet.com and MrPorter.com) | Joined 2007; current ad‑interim CEO & President | Global e‑commerce leadership and brand scaling |
| LVMH | Executive roles (prior) | Not disclosed | Luxury/brand experience |
| Hachette Filipacchi | Executive roles (prior) | Not disclosed | Media/marketing experience |
| The Walt Disney Company | Executive roles (prior) | Not disclosed | Consumer/brand experience |
| Saatchi & Saatchi | Began career | Not disclosed | Marketing/advertising foundation |
External Roles
| Entity | Role | Public company? | Notes |
|---|---|---|---|
| Yoox Net‑a‑Porter (YNAP) | Ad‑interim CEO & President | Not disclosed as public in proxy | Executive operating role alongside LULU directorship |
| Other public company directorships | None disclosed in proxy | — | Proxy does not list any other public company boards for Ms. Loehnis |
Board Governance
| Item | Detail |
|---|---|
| Independence status | Independent director under Nasdaq standards |
| Board class/term | Class III; term expiring at 2025 annual meeting; nominee for re‑election to 2028 |
| Committees (current) | People, Culture & Compensation Committee (PCCC) member; rotated onto PCCC on Dec 3, 2024 |
| Prior committee | Audit Committee member until Dec 3, 2024 |
| Committee chairs | Not a chair; PCCC chaired by Emily White; Audit chaired by Teri List; CRSG chaired by David Mussafer |
| Meeting cadence FY2024 | Board: 6 meetings; Audit: 6; PCCC: 6; CRSG: 6 |
| Attendance | All directors attended at least 75% of board and applicable committee meetings in 2024; eight directors attended the 2024 annual meeting |
| Executive sessions | Non‑management directors meet in executive session with each regular board meeting |
Fixed Compensation
| Component | 2024 Value | Notes |
|---|---|---|
| Fees earned or paid in cash | $114,148 | Includes base retainer and applicable committee member fees for period served |
| Stock awards (RSUs) | $159,439 | Annual restricted stock grant; generally one‑year vesting |
| Total 2024 director compensation | $273,587 | Mix aligns director interests with shareholders |
| 2025 Non‑Employee Director Compensation Program | Amount |
|---|---|
| Base annual cash retainer | $100,000 |
| Chair retainer | $160,000 |
| Lead Director retainer | $50,000 |
| Committee chair retainers | Audit $30,000; PCCC $30,000; CRSG $20,000 |
| Committee member retainers | Audit $15,000; PCCC $12,500; CRSG $10,000 |
| Annual equity grant (RSUs) | $160,000 (approximate; generally one‑year vesting) |
Director Stock Ownership Guidelines: 5x base annual cash retainer; expected compliance within five years of appointment/election. Applies to all non‑employee directors.
Performance Compensation
| Element | Structure | Performance Metrics | Vesting |
|---|---|---|---|
| Director equity | Annual restricted stock (time‑based) | None (no director performance metrics disclosed) | Generally vests after one year |
Note: Performance‑based metrics (e.g., operating income, revenue, PSUs) apply to executives, not directors. Director equity is time‑based RSUs only.
Other Directorships & Interlocks
| Topic | Status |
|---|---|
| Compensation Committee interlocks | None; PCCC members (incl. Alison Loehnis) have never served as LULU officers; no executive officer served on the board/comp committee of an entity with LULU executive(s) on its board/comp committee in 2024 |
| Related party transactions | None required to be disclosed under Item 404(a) (no related party transactions) |
Expertise & Qualifications
- Strong background in brand marketing, global e‑commerce, and international retail leadership; instrumental in launching TheOutnet.com and MrPorter.com at YNAP .
- Academic credentials: Art History degree, Brown University .
- Board skills matrix reflects senior leadership, international markets, retail, and technology capabilities across the board; her bio lists e‑commerce/technology leadership specifically .
Equity Ownership
| Holder | Shares Owned | Rights to Acquire (60 days) | Beneficially Owned | Ownership % |
|---|---|---|---|---|
| Alison Loehnis | 1,568 | — | 1,568 | <1% (star indicates less than 1% for directors) |
Policy notes:
- Insider trading policy prohibits short sales, derivative transactions, hedging, and pledging of company securities; directors subject to pre‑clearance and trading windows or 10b5‑1 plans .
- Director stock ownership guideline: 5x base annual retainer within 5 years; per‑director compliance status not disclosed .
Governance Assessment
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Strengths
- Independent director with directly relevant operating experience in global e‑commerce and brand leadership; currently serves on PCCC, a key oversight role for pay and human capital .
- No related‑party transactions and no compensation committee interlocks disclosed; supports independence and low conflict risk .
- Director compensation balanced between cash and equity (2024: $114,148 cash; $159,439 equity), with equity encouraging alignment; ownership guidelines require meaningful skin‑in‑the‑game .
- Board‑wide say‑on‑pay support at ~93% in 2024 indicates shareholder confidence in compensation governance (context for overall governance quality) .
- Hedging/pledging prohibitions and formal clawback policy (for executives) reflect strong governance controls around incentives and risk .
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Watch items
- Time commitments: concurrent executive role (ad‑interim CEO & President of YNAP) could increase workload; LULU has limits on director outside activities, though not triggered by non‑public CEO roles and no non‑compliance disclosed in proxy .
- Classified board structure persists; while the board cites continuity benefits, some investors view staggered terms as entrenchment risk (board rationale provided) .
- Director equity is time‑based RSUs (no performance conditions); market‑standard but provides less performance linkage than PSUs, increasing emphasis on ownership guidelines for alignment .
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Engagement/attendance signal
- Board met 6 times in 2024; all directors met the ≥75% attendance threshold; PCCC held 6 meetings, supporting active oversight. Directors are encouraged to attend the annual meeting (eight attended in 2024) .
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Election status
- Ms. Loehnis is a Class III nominee for the 2025 annual meeting; if elected, the term runs to 2028, reinforcing compensation committee continuity .