Jon McNeill
lululemon athleticaAbout Jon McNeill
Independent director of lululemon athletica inc. since 2016; age 57; currently CEO of DVx Ventures. Prior roles include President of Tesla, COO of Lyft, CEO of Enservio; early career at Bain; he is a Northwestern University graduate. He currently serves on the board of directors of General Motors. McNeill is a Class III nominee for re‑election at the June 11, 2025 annual meeting and is designated independent under Nasdaq standards .
Past Roles
| Organization | Role | Tenure (proxy) | Committees/Impact |
|---|---|---|---|
| Tesla, Inc. | President | Not disclosed | Senior operating leadership at scale |
| Lyft, Inc. | Chief Operating Officer | Not disclosed | Operations and growth execution |
| Enservio, Inc. | Chief Executive Officer | Not disclosed | CEO leadership |
| Bain & Company | Early career | Not disclosed | Strategy/operations grounding |
| TruMotion; Sterling; First Notice Systems; Trek Bicycle Stores | Founder | Not disclosed | Entrepreneurship/innovation |
External Roles
| Organization | Role | Committee roles (if disclosed) |
|---|---|---|
| General Motors Company | Director | Not disclosed in LULU proxy |
Board Governance
- Committee assignments: Member, Corporate Responsibility, Sustainability & Governance Committee (CRSG) .
- Chair roles: None; current chairs are Mussafer (CRSG), White (PCCC), List (Audit) .
- Independence: Board determined McNeill is independent under Nasdaq listing standards .
- Attendance/engagement: In 2024, the board held 6 meetings; all directors attended at least 75% of board and applicable committee meetings; non‑management directors met in executive session alongside regular meetings .
- Years of service: 9 years tenure as of April 29, 2025; Class III director nominated for re‑election at 2025 meeting .
- Lead Independent Director: David Mussafer .
- CRSG committee activity: 6 meetings in FY2024 .
Fixed Compensation
| Item | Amount | Source/Notes |
|---|---|---|
| 2024 Director cash fees (McNeill) | $114,148 | Fees earned/paid in cash |
| 2024 Director stock awards (McNeill) | $159,439 | Time‑based restricted stock; ~1‑year vest |
| 2024 Total director compensation (McNeill) | $273,587 | Cash + equity expense (ASC 718) |
| 2025 Program – Base annual cash retainer (all non‑employee directors) | $100,000 | Structure unchanged for FY2025 |
| 2025 Program – Committee member retainers (Audit/PCCC/CRSG) | $15,000 / $12,500 / $10,000 | Per committee membership |
| 2025 Program – Committee chair retainers (Audit/PCCC/CRSG) | $30,000 / $30,000 / $20,000 | In addition to base retainer |
| 2025 Program – Lead Director retainer | $50,000 | |
| 2025 Program – Board Chair retainer | $160,000 | |
| 2025 Program – Annual equity grant (all non‑employee directors) | $160,000 FV | Time‑based restricted stock; ~1‑year vest |
Performance Compensation
Directors do not receive performance‑conditioned equity; the annual equity grant is time‑based restricted stock that generally vests over one year (no performance metrics) .
Other Directorships & Interlocks
- Current public company board: General Motors (Director) .
- Compensation committee interlocks: None reported for LULU’s People, Culture & Compensation Committee; McNeill is not a PCCC member .
- Related‑party transactions: None required to be disclosed under Item 404(a) for FY2024 .
Expertise & Qualifications
- Skills matrix: Senior Leadership; International Markets; Finance/Accounting; Retail Industry; HR & Talent; ESG experience attributed to McNeill in the board’s skills and experience summary .
- Biography highlights: Entrepreneurial and operational leadership across technology and consumer businesses; deep innovation experience .
Equity Ownership
| Holder | Shares Owned | Right to Acquire (60 days) | Total Beneficial | % Outstanding | Notes |
|---|---|---|---|---|---|
| Jon McNeill | 8,333 | — | 8,333 | <1%* | Beneficial ownership as of April 1, 2025 |
| Policy on hedging/pledging | — | — | — | — | Company policy generally prohibits hedging and pledging by directors |
| Director stock ownership guidelines | — | — | — | — | Minimum 5× base annual cash retainer; attain within 5 years of appointment; individual director compliance not disclosed |
- “<1%” per proxy denotes an amount less than 1% of shares outstanding .
Governance Assessment
- Positives: Independent status; 9 years of service; strong operator/entrepreneur background in tech and consumer; CRSG committee role aligns with oversight of ESG, governance, and board refreshment; board reports robust engagement (≥75% attendance for all directors; executive sessions) .
- Alignment: Director pay structure mixes cash with annual equity; equity is time‑based, aligning interests without creating pay‑for‑performance distortions at the board level; meaningful director stock ownership guidelines (5× retainer) strengthen alignment (individual compliance not disclosed) .
- Conflicts/Red flags: No related‑party transactions requiring disclosure; insider trading policy prohibits hedging/pledging; no PCCC interlocks; outside board limits disclosed (non‑executive directors capped at four additional public boards), and McNeill’s disclosed external public board service (GM) is within policy .
- Watch items: Beneficial ownership is below 1% (typical for outside directors); compliance with director ownership guideline not individually disclosed (monitor future proxies for status) .
Citations:
- Director biography, age, current external board, committees:
- Board/committee matrix, tenure, independence:
- Nomination/re‑election (Class III):
- Meeting attendance and executive sessions:
- CRSG membership and meetings:
- Committee chairs:
- Director compensation amounts and program:
- Director stock ownership guidelines (directors):
- Beneficial ownership table (McNeill):
- Related‑party transactions (none):
- Insider trading policy (hedging/pledging prohibited):