André Maestrini
lululemon athleticaAbout André Maestrini
André Maestrini is Executive Vice President, International at lululemon (officer since January 2021), age 61 in the 2025 proxy . He leads international expansion across APAC, EMEA, and China Mainland, after 14 years at adidas in senior global roles; earlier he held marketing roles at The Coca-Cola Company, Danone, and Kraft Jacobs Suchard. He holds a master’s in Marketing from ESSEC Business School in Paris . Under his tenure, lululemon’s net revenue CAGR was 19% for 2021–2024, international net revenue grew 34% in 2024, and China Mainland surpassed $1B sales, as the company opened 32 net new international stores in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| adidas | Global General Manager, Sport Business Units; Managing Director, Latin America; senior roles across global offices | 14 years | Oversaw multibillion-dollar businesses; grew China; led business units in France & Latin America |
| The Coca-Cola Company | Marketing roles | Not disclosed | Brand and category marketing experience |
| Danone | Marketing roles | Not disclosed | Consumer brand and marketing leadership |
| Kraft Jacobs Suchard | Marketing roles | Not disclosed | FMCG marketing foundations |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No public company directorships disclosed in lululemon’s 2024 and 2025 proxies for Maestrini |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 673,104 | 762,763 | 800,755 |
| Target Bonus (% of Base) | — | 90% | 90% |
| All Other Compensation ($) | 70,697 | 54,951 | 57,543 |
Notes:
- All Other Compensation (2024) includes pension allowance $43,229, “Other” $13,763, and minor relocation/tax prep $551; no tax gross-up for Maestrini .
Performance Compensation
Annual Cash Bonus (design and outcomes)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Corporate bonus metrics | Operating income (50%), Net revenue (50%) | Operating income (50%), Net revenue (50%) | Operating income (50%), Net revenue (50%) |
| Payout (% of target) | — | 200% | 80.9% |
| Actual Bonus Paid ($) | 1,211,587 | 1,372,974 | 583,030 |
Equity Grants – RSUs
| Metric | 2023 | 2024 |
|---|---|---|
| Grant Date | 03/30/2023 | 03/25/2024 |
| Units (time-based) | 1,396 | 1,414 |
| Grant Date Fair Value ($) | 499,894 | 549,905 |
| Vesting schedule | 33%, 33%, 34% on annual anniversaries | 33%, 33%, 34% on annual anniversaries |
Equity Grants – PSUs
| Metric | 2023 | 2024 |
|---|---|---|
| Grant Date | 03/30/2023 | 03/25/2024 |
| Target Units | 3,491 | 3,536 |
| Grant Date Fair Value ($) | 1,250,092 | 1,375,150 |
| Performance metric | Operating income CAGR; baseline 2022 adj. OI $1,789.1M for 2023–2025 cycle | Operating income CAGR; baseline 2023 adj. OI $2,230.9M for 2024–2026 cycle |
| Vesting & payout range | 3-year performance period; 0–200% payout | 3-year performance period; 0–200% payout |
PSU result settled in 2024 for 2022 award: 22.2% 3-year operating income CAGR vs max goal 15% → 200% payout for the 2022–2024 cycle .
Equity Grants – Stock Options
| Metric | 2023 | 2024 |
|---|---|---|
| Grant Date | 03/30/2023 | 03/25/2024 |
| Number of Options | 5,770 | 6,203 |
| Exercise Price ($/share) | 358.09 | 388.90 |
| Grant Date Fair Value ($) | 750,023 | 825,023 |
| Vesting & expiry | 25% annually over 4 years; 7-year expiry | 25% annually over 4 years; 7-year expiry |
Equity Vesting/Realization in 2024
| Award Type | Shares Vested (#) | Value Realized ($) |
|---|---|---|
| Stock awards (multiple tranches across 2021–2023 grants) | 333; 4,890; 350; 461 (various PSU/RSU tranches) | 128,272; 1,883,628; 134,820; 177,577 |
Equity Ownership & Alignment
- Stock ownership guidelines: Section 16 executive officers must hold shares equal to 3x base salary; executives must retain at least 75% of net shares acquired from vesting/exercise until compliant; unvested RSUs/PSUs and options do not count toward compliance .
- Hedging/pledging: Insider trading policy prohibits hedging and pledging company stock; transactions are limited to open windows or Rule 10b5‑1 plans with pre-clearance .
Outstanding Equity (as of Feb 2, 2025)
| Option Grant Date | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|---|---|
| 01/12/2021 | 320 | — | 356.93 | 01/12/2028 |
| 03/31/2021 | 3,632 | 1,210 | 306.71 | 03/31/2028 |
| 03/30/2022 | 2,376 | 2,376 | 376.92 | 03/30/2029 |
| 03/30/2023 | 1,443 | 4,327 | 358.09 | 03/30/2030 |
| 03/25/2024 | — | 6,203 | 388.90 | 03/25/2031 |
| Stock Awards (as of Jan 31, 2025) | Unvested Units (#) | Market Value ($) |
|---|---|---|
| RSUs (time-based) | 1,414 | 585,679 |
| PSUs (target, performance-based) | 3,536 | 1,464,611 |
Employment Terms
- Employment start: EVP, International since January 2021 .
- Severance and change-in-control economics (illustrative values using Feb 2, 2025 assumptions):
- Involuntary termination without cause: Cash severance $805,000; accelerated equity intrinsic value $2,197,745; total $3,002,745 .
- Change in control (if termination without cause or for good reason within 2 years and/or awards not assumed): Cash severance $805,000; accelerated equity intrinsic value $5,750,302; total $6,555,302 .
- No tax gross-ups tied to change in control; board discretion for option treatment; RSUs/PSUs feature double-trigger acceleration if not assumed or upon qualifying termination post-CIC .
- Clawback: Company will recover erroneously awarded incentive-based compensation after a material restatement for the prior three fiscal years; applies to Section 16 officers .
Investment Implications
- Strong pay-for-performance alignment: Variable pay is driven by operating income and net revenue (50/50), with PSU performance tied to multi-year operating income CAGR; 2022 PSU cycle paid 200% on 22.2% CAGR, while 2024 bonus paid 80.9% of target—indicating sensitivity to annual and multi-year performance .
- Retention and alignment: Significant unvested equity (RSUs/PSUs) and multi-year option vesting staggered through 2031 encourage retention; stock ownership guidelines (3x salary) and mandatory share retention support alignment; hedging/pledging prohibitions reduce misalignment risk .
- Potential selling pressure windows: Scheduled RSU and option vesting (e.g., 6,203 options at $388.90 from the 2024 grant; 1,414 RSUs time-based) create known liquidity windows; monitor Form 4 activity and any Rule 10b5‑1 plans around vest dates for trading signals .
- Severance/CIC structure: Cash severance at ~1x salary and double-trigger equity acceleration provide downside protection but are not excessive; absence of tax gross-ups is shareholder-friendly .
- Shareholder support: Say‑on‑pay votes were ~93–94% supportive in 2024–2025, reducing near-term risk of compensation program upheaval .
- International execution: Company-level milestones under his remit (international net revenue +34% in 2024; China Mainland >$1B) suggest value creation in his domain; continued store expansion across APAC/EMEA supports growth trajectory, but investors should monitor macro/FX and China exposure .
Overall, Maestrini’s package is heavily performance-weighted with multi-year equity tied to operating income growth, complemented by robust governance (clawback, anti-pledging). Upcoming vesting tranches and PSU cycles are key monitoring points for retention and potential insider activity.