Kathryn Henry
lululemon athleticaAbout Kathryn Henry
Kathryn Henry, 59, is an independent director of lululemon athletica inc. since 2016, bringing deep technology and retail operations expertise from prior senior roles at Gap Inc. and Levi Strauss & Co., and service as lululemon’s Chief Information Officer, Logistics & Distribution (2010–2014) . She co-founded LightBrite and served as its CEO (2022–2023), consulted for retail/tech firms (2015–2022), and currently sits on the board of Prenetics Global Limited . Her board tenure is nine years as of April 29, 2025, with committee service on Audit and People, Culture & Compensation (PCCC) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| LightBrite | Co-founder; CEO | 2022–2023 | Early-stage leadership; CEO term noted |
| lululemon athletica inc. | Chief Information Officer, Logistics & Distribution | 2010–2014 | Led technology, logistics & distribution functions |
| Various retail/tech clients | Strategic consultant | 2015–2022 | Advisory to retail/technology firms |
| Gap Inc.; Levi Strauss & Co. | Executive roles | Not disclosed | Senior retail operating experience |
External Roles
| Organization | Role | Tenure | Committees (if disclosed) |
|---|---|---|---|
| Prenetics Global Limited | Director | Current | Not disclosed |
Board Governance
- Independence: The Board determined Henry is independent under Nasdaq listing standards .
- Committee assignments: Audit Committee member; PCCC member; no chair roles disclosed .
- Attendance: In 2024, all directors attended at least 75% of Board and applicable committee meetings; Board held six meetings, with executive sessions of non-management directors in connection with each regular meeting .
- Election status: Class III nominee for re-election at the 2025 annual meeting (term to 2028, if elected) .
- Audit Committee mandate includes oversight of financial reporting, ERM, cybersecurity, and approval of related-party transactions; Audit met six times in FY2024 .
- PCCC mandate includes executive/director compensation oversight, talent, succession; PCCC met six times in FY2024 .
Fixed Compensation
| Fiscal Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 126,648 | 159,439 | 286,087 |
2025 Director Fee Schedule (policy):
- Base annual cash retainer: $100,000
- Additional retainers: Chair $160,000; Lead Director $50,000; Audit Chair $30,000; PCCC Chair $30,000; CRSG Chair $20,000; Audit member $15,000; PCCC member $12,500; CRSG member $10,000; subcommittee compensation may be provided
- Annual equity grant: $160,000 (restricted stock; generally one-year vesting)
Performance Compensation
| Item | FY2024 Design | Notes |
|---|---|---|
| Performance-based director pay | None | Non-employee directors receive annual restricted stock awards with one-year vesting; no performance metrics apply |
| Equity vesting | Time-based | Annual director RSAs generally vest after one year |
Other Directorships & Interlocks
| Company | Relation to lululemon | Notes |
|---|---|---|
| Prenetics Global Limited | External board | Current directorship |
- Related-party transactions: The company determined there were no transactions requiring disclosure under Item 404(a) of Regulation S-K; Audit Committee reviews any related person transactions per policy .
- Compensation consultant: The PCCC uses Willis Towers Watson (WTW) for director/executive pay benchmarking and design; committee assessed WTW independence and found no conflicts .
Expertise & Qualifications
- Technology and retail operations expertise; noted in Board skills matrix and biography (Technology; Retail Industry) .
- Senior leadership experience; ESG familiarity through Board service and matrix .
- Prior lululemon CIO role provides operational insight into logistics, omnichannel, and IT risk oversight .
Equity Ownership
| Holder | Shares Owned | Right to Acquire (60 days) | Beneficially Owned | Ownership % |
|---|---|---|---|---|
| Kathryn Henry | 4,882 | — | 4,882 | <1% |
- Director stock ownership guideline: Minimum 5× base annual cash retainer; expected compliance within five years of appointment/election .
- Hedging/pledging: Company insider trading policy generally prohibits speculative transactions, hedging, and pledging across directors and employees .
Governance Assessment
-
Positive signals:
- Independent director with dual committee service (Audit, PCCC), supporting effective oversight of financial reporting, ERM, compensation, and talent .
- Board-confirmed independence; adherence to attendance expectations; robust committee activity (six meetings each for Audit and PCCC in FY2024) .
- No related-party transactions disclosed; Audit Committee empowered to review/approve any such items .
- Alignment mechanisms: director equity grants; formal ownership guidelines (5× retainer); prohibition on hedging/pledging .
- Director compensation reviewed against market practice with independent advisor (WTW), indicating pay governance discipline .
-
Watch items:
- Historical executive role (lululemon CIO, Logistics & Distribution, 2010–2014) alongside current PCCC membership may invite scrutiny despite formal independence determination; optics rather than a technical interlock risk .
- Small disclosed shareholding (4,882; <1%), with no disclosure of guideline compliance status; alignment relies on ongoing equity grants and guideline oversight .
-
Overall: Henry’s technology/retail background and Audit/PCCC roles bolster board effectiveness in risk and compensation oversight. Lack of related-party exposure and strict trading/ownership policies support investor confidence, while her prior executive tenure should be monitored for perceived conflicts—mitigated by the Board’s independence determination and committee rotation practices .