David Mussafer
lululemon athleticaAbout David Mussafer
David Mussafer, age 61, is Lead Director of lululemon athletica inc., serving on the board since 2014 (tenure ~11 years) and chairing the Corporate Responsibility, Sustainability & Governance (CRSG) Committee. He is Chairman and Managing Partner of Advent International, which he joined in 1990; prior roles include Chemical Bank and Adler & Shaykin. He holds a B.S.M. from Tulane University (cum laude) and an M.B.A. from The Wharton School. He is independent under Nasdaq rules and currently serves on the board of Olaplex Holdings Inc. .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Advent International, L.P. | Chairman & Managing Partner | Joined 1990 | Led/co-led 37 buyout investments; deep financial and governance expertise |
| Chemical Bank | Professional (prior to Advent) | — | Finance background |
| Adler & Shaykin | Professional (prior to Advent) | — | Private equity experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Olaplex Holdings Inc. | Director | Current | External board; consumer brand exposure |
| First Watch Restaurants, Inc. | Director | Prior | External board experience |
Board Governance
- Roles: Lead Director; Chair of CRSG Committee; Independent Director .
- Committee memberships (current): CRSG (Chair). Not a member of Audit or People, Culture & Compensation (PCCC) .
- Meeting cadence/attendance: Board held six meetings in FY2024; non-management directors meet in executive session with each regularly scheduled board meeting; all directors attended at least 75% of board and applicable committee meetings .
- Independence: Board determined Mussafer is independent under Nasdaq standards .
- Lead Director function: CRSG scope includes director nominations, board/committee evaluations, and governance oversight (including ESG reporting), aligning with Lead Director responsibilities in board effectiveness .
- Say-on-Pay signal: ~93% support at 2024 annual meeting, indicating broad investor support for compensation oversight by PCCC and board governance .
Fixed Compensation
| Metric | FY2024 |
|---|---|
| Fees Earned or Paid in Cash ($) | 179,148 |
| Stock Awards ($) | 159,439 |
| Total ($) | 338,587 |
Director program design and rates (FY2025 unchanged):
- Base annual cash retainer: $100,000 .
- Lead Director retainer: $50,000 .
- CRSG Chair retainer: $20,000 .
- Committee member retainers: Audit $15,000; PCCC $12,500; CRSG $10,000 .
- Annual equity grant: ~$160,000 RSUs, generally one-year vesting .
Performance Compensation
| Component | Terms | Performance Metric(s) | Payout/Notes |
|---|---|---|---|
| Director RSUs | Annual RSU grant (~$160,000), one-year vesting | None (time-based vesting) | No performance metrics tied to director equity; aligns interests via ownership |
Other Directorships & Interlocks
| Company | Role | Interlock/Network Note |
|---|---|---|
| Olaplex Holdings Inc. | Director | Emily White (LULU director) also serves on Olaplex’s board, creating an external board interlock . |
Expertise & Qualifications
- Key qualifications: Deep financial experience, private equity and international business perspective, strong corporate governance background .
- Skills matrix coverage (board-level): Senior leadership; finance/accounting; ESG; HR & Talent (board-level skills summary) .
Equity Ownership
| Item | Value |
|---|---|
| Shares owned (beneficial) | 21,180 |
| Right to acquire (60 days) | 0 |
| Ownership % | <1% |
| Director stock ownership guideline | Minimum 5x base annual cash retainer ($500,000) |
| Indicative value of holdings at $414.2 (Jan 31, 2025) | ~$8,772,756 (21,180 × $414.2), materially above guideline |
- Hedging/pledging: Company insider trading policy prohibits hedging and pledging of company stock, reducing alignment risks from collateralization .
Governance Assessment
- Board effectiveness: Lead Director and CRSG Chair roles position Mussafer at the center of director nominations, board/committee evaluations, and ESG/gov oversight—key levers for board quality and refreshment .
- Independence & attendance: Independent under Nasdaq; board-wide disclosure indicates robust attendance and regular executive sessions; signals engagement and oversight discipline .
- Ownership alignment: Holds 21,180 shares; at the proxy’s FY2024 closing price reference ($414.2), estimated value substantially exceeds the 5× retainer guideline—strong “skin-in-the-game” alignment .
- Compensation mix: Balanced cash retainer plus time-based RSUs (~$160k); no performance-linked director pay—standard market practice; avoids metric gaming risk in director comp .
- Conflicts/related party: Company reports no related party transactions requiring disclosure (Item 404(a)); mitigates conflict risk .
- External interlock: Shared Olaplex directorship with Emily White; modest network interlock—monitor for information flow, potential perceived conflicts if material relationships arise with LULU vendors/competitors (none disclosed) .
- Policy safeguards: Prohibitions on hedging/pledging; robust committee structures; use of independent comp consultant (WTW) with independence assessment by PCCC—strong governance hygiene .
- Shareholder signals: Strong Say-on-Pay support (~93%) suggests investor confidence in compensation governance overseen by the board and PCCC .
RED FLAGS: None disclosed in proxy regarding related-party transactions, hedging/pledging, attendance shortfalls, or director-specific pay anomalies. Note the external board interlock (Olaplex) with another LULU director warrants routine monitoring for emerging conflicts; company’s policy framework and audit oversight of related-party transactions provide mitigations .