Celeste Burgoyne - President, Americas and Global Guest Innovation | lululemon athletica (LULU) Executive Profile & Compensation

About Celeste Burgoyne

Celeste Burgoyne is President, Americas and Global Guest Innovation at lululemon, age 51, an executive officer since 2016 and appointed to her current role in October 2020; she oversees North America guest-facing channels (e-commerce, stores, alternative) and leads global guest innovation. She holds a B.A. from the University of San Diego and previously spent 10 years in leadership roles at Abercrombie & Fitch . Company performance context: lululemon’s net revenue grew 10% to $10.6B in FY2024, operating income reached $2.5B, and 2021–2024 net revenue CAGR was 19%—key metrics that inform incentive design tied to operating income and growth .

Past Roles

Organization	Role	Years	Strategic Impact
lululemon	Various leadership roles; President, Americas and Global Guest Innovation	2006–present; appointed President Oct 2020	Led U.S. expansion; oversees North America guest-facing business and global guest innovation
Abercrombie & Fitch	Leadership roles	Ten years prior to 2006	Apparel retail leadership experience leveraged for lululemon’s growth

External Roles

No public company directorships or external board roles disclosed for Burgoyne .

Fixed Compensation

Metric	FY2022	FY2023	FY2024
Base Salary ($)	$784,615	$842,308	$875,472
Target Bonus (% of Base)	100%	100%	100%
Actual Non-Equity Incentive ($)	$1,569,231	$1,684,615	$708,257
Total Compensation ($)	$5,853,872	$6,538,273	$5,595,225

FY2025 Changes	FY2025
Base Salary ($)	$910,000
Target Bonus (% of Base)	115%
Target Annual Equity ($)	$4,500,000

FY2024 annual bonus design: 50% Operating Income, 50% Net Revenue; payout outcome was 80.9% of target across NEOs, consistent with Burgoyne’s paid bonus vs. target .

Performance Compensation

Annual Bonus Structure (FY2024)

Metric	Weighting	Target	Actual	Payout	Vesting
Operating Income	50%	Not disclosed	Company goals met	80.9% of target	Cash, post-year approval
Net Revenue	50%	Not disclosed	Company goals met	80.9% of target	Cash, post-year approval
Burgoyne Target Bonus	—	100% of base ($875,472)	—	$708,257 paid	—

Long-Term Incentives and PSU Outcomes

Item	Terms	Performance / Baseline	Outcome	Vesting
Equity Mix (program)	PSUs, Stock Options, RSUs	PSU metric: 3-yr Operating Income CAGR	PSU payout range 0–200%	PSUs vest after 3 years; Options 25% annually over 4 years; RSUs 33/33/34% over 3 years
2022–2024 PSU Cycle	Baseline: FY2021 adjusted Operating Income $1,374.7M	Threshold 5% CAGR, Target 10%, Max 15%	Actual CAGR 22.2% → 200% payout	Vests at 3-year anniversary
Ongoing PSU Cycles	2023–2025 baseline $1,789.1M; 2024–2026 $2,230.9M; 2025–2027 $2,505.7M	Metric: Operating Income (as defined)	0–200% multiplier	Vests per cycle terms

FY2024 Grants (Burgoyne)

Grant Type	Grant Date	Shares / Options	Exercise Price	Grant Date FV ($)
RSU	03/25/2024	2,057	—	$799,967
Stock Options	03/25/2024	9,022	$388.90	$1,199,960
PSU (target)	03/25/2024	5,143	—	$2,000,113
Performance Cash Award	03/25/2024	Target $875,472	—	As per plan

Equity Ownership & Alignment

Beneficial Ownership (as of April 1, 2025)

Metric	Value
Shares Owned	13,511
Right to Acquire within 60 days	15,126
Total Beneficially Owned	28,637
Ownership % of Outstanding	<1%

Stock Ownership Guidelines and Hedging/Pledging

Executive stock ownership guideline: 3× base salary for Section 16 officers; CEO 5×; must retain 75% of net shares from vest/exercise until threshold met; unvested awards and options do not count .
Insider trading policy prohibits hedging and pledging of company stock; transactions require pre-clearance, and 10b5-1 plans are allowed under policy .

Outstanding Awards at FY2024 Year-End (Feb 2, 2025)

Award Type	Grant Date	Exercisable	Unexercisable	Strike	Expiration
Stock Options	03/31/2021	—	2,017	$306.71	03/31/2028
Stock Options	03/30/2022	4,158	4,158	$376.92	03/30/2029
Stock Options	03/30/2023	2,308	6,924	$358.09	03/30/2030
Stock Options	03/25/2024	—	9,022	$388.90	03/25/2031

Stock Awards	Grant Date	RSUs Unvested (#)	RSUs Market Value ($)	PSUs Unvested (target #)	PSUs Market Value ($)
Time-based RSUs	03/30/2022	631	$261,360	—	—
Time-based RSUs	03/30/2023	1,497	$620,057	—	—
Time-based RSUs	03/25/2024	2,057	$852,009	—	—
PSUs (target)	03/30/2022	—	—	4,643	$1,923,131
PSUs (target)	03/30/2023	—	—	5,585	$2,313,307
PSUs (target)	03/25/2024	—	—	5,143	$2,130,231

Notes: Market values based on $414.20 closing price (Jan 31, 2025) . Vesting schedules: RSUs 33/33/34% over 3 years; PSUs over 3-year performance period; options 25% annually over 4 years .

2024 Exercises and Vested Value (Liquidity Signals)

Category	Quantity / Value
Options exercised (2019–2021 grants)	8,652 ($2,040,234); 7,865 ($1,712,094); 6,053 ($617,148)
RSU/PSU vesting (shares and value)	8,152 ($3,140,150); 554 ($213,401); 613 ($236,128); 737 ($283,892)

These realized values and upcoming vest schedules indicate periodic supply over March anniversary dates and standard trading window constraints under policy .

Employment Terms

Severance and Change-of-Control Economics (Illustrative as of Feb 2, 2025)

Scenario	Cash Severance ($)	Accelerated Equity Intrinsic Value ($)	Total ($)
Change in Control (double-trigger)	$1,100,000 (per agreement)	$9,088,675	$10,188,675
Involuntary (without cause)	$1,100,000	$3,846,261	$4,946,261
Death/Disability	—	$9,088,675 (Death); $10,023,226 (Disability)	As shown

Equity treatment: PSUs/RSUs fully vest if not assumed/substituted in a change in control; otherwise double-trigger acceleration upon termination without cause or for good reason within two years post-CIC; options subject to board discretion .
Clawback: Incentive compensation recoupment policy compliant with SEC rules; recovery for erroneous awards over prior three fiscal years following a restatement .
No golden parachute tax gross-ups and no single-trigger CIC severance per design guidelines .

Compensation Structure Analysis

Cash vs. equity mix: Burgoyne’s FY2024 grants emphasize PSUs and options (total grant-date FV $3.999M), aligning with long-term operating income growth; RSUs provide retention balance .
Performance metric rigor: Annual bonus tied equally to operating income and net revenue; PSUs based on multi-year operating income CAGR with max at 15%—actual 22.2% delivered 200% payout for the 2022 cycle, evidencing strong pay-for-performance linkage .
Program governance: Stock ownership guidelines (3× base), hedging/pledging prohibited, clawback policy in place, and strong say-on-pay (93% support in 2024) reduce shareholder risk .
Peer benchmarking: Committee targets between market median and 75th percentile; peers updated for 2025 include Nike, Dick’s, Starbucks, Ulta, VF, PVH, PUMA, etc. .

Compensation Peer Group

Peer Group	Members (selection)
2024	Adidas, Puma, Chipotle, Columbia, Deckers, Estée Lauder, Hanesbrands, Levi Strauss, PVH, Ralph Lauren, Tapestry, Ulta, Under Armour, Urban Outfitters, VF, Nordstrom, Williams-Sonoma
2025	Adidas, Nike, PUMA, PVH, Ralph Lauren, Dick’s Sporting Goods, Skechers, Starbucks, Gap, Tapestry, Ulta, Under Armour, Nordstrom, VF, Williams-Sonoma, Chipotle, Ross Stores, Estée Lauder

Equity Ownership & Alignment — Guidelines Compliance

Requirement: 3× base salary; retention of 75% of net shares until met; unvested awards/options excluded .
Compliance status: Not disclosed; trading subject to pre-clearance and window/10b5-1 plan rules; pledging prohibited, reducing alignment risk .

Performance & Track Record

Company results used in incentives: Net revenue +10% to $10.6B; operating income +17% to $2.5B in FY2024; 2021–2024 net revenue CAGR +19%; international expansion and innovation initiatives in 2024 supported overall performance .

Say-on-Pay & Shareholder Feedback

2024 say-on-pay support ~93%; committee reviewed outcome and maintained design focus on pay-for-performance; frequency remains annual .

Risk Indicators & Red Flags

Hedging/pledging prohibited (alignment positive) .
No single-trigger CIC or golden parachute tax gross-ups (shareholder-friendly) .
Clawback policy aligned with SEC recovery rules .
No related-party transactions involving Burgoyne disclosed in proxy section index .

Investment Implications

Pay-for-performance appears robust: multi-year PSU metric on operating income CAGR, strong 2022 cycle payout (200%) signals execution and alignment; FY2025 higher target bonus (115%) and equity grant ($4.5M) reflect increased responsibility and performance expectations .
Insider supply dynamics: Scheduled RSU/option vesting on March anniversaries and meaningful realized values in 2024 imply periodic selling pressure windows; policy constraints (pre-clearance, blackout windows, 10b5-1) moderate timing risk .
Retention and CIC protections: Double-trigger acceleration on PSUs/RSUs and defined cash severance provide stability but limit sudden turnover risk; absence of tax gross-ups and single-trigger terms reduce governance risk .
Ownership skin-in-the-game: Beneficial ownership (<1%, 28,637 shares incl. near-term rights) plus mandatory ownership multiples and retention requirements support alignment, though absolute stake is modest relative to float .

Overall, Burgoyne’s incentives are tightly coupled to operating income growth and revenue, with clear vesting schedules and governance safeguards. Monitor PSU cycle outcomes, March vesting calendars, and any 10b5-1 plan updates for near-term trading signals; long-term alignment remains intact via ownership guidelines and prohibition on pledging .