Teri List
lululemon athleticaAbout Teri List
Independent director since March 2024; age 62. Former EVP & CFO of Gap Inc. (2017–June 2020) with prior CFO roles at DICK’S Sporting Goods and Kraft Foods, senior finance roles at Procter & Gamble, and earlier career at Deloitte; CPA with B.S. in accounting and honorary doctorate from Northern Michigan University. Currently serves on boards of Danaher, Microsoft, and Visa; previously DoubleVerify and Oscar Health. Designated Audit Committee Financial Expert and appointed Chair of Lululemon’s Audit Committee on March 26, 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Gap Inc. | EVP & CFO | 2017 – June 2020 | CFO leadership; financial oversight (as disclosed) |
| DICK’S Sporting Goods | CFO | — (not disclosed) | CFO leadership |
| Kraft Foods Group | CFO | — (not disclosed) | CFO leadership |
| Procter & Gamble | Senior finance roles | — (not disclosed) | Financial leadership |
| Deloitte LLP | Early career | — (not disclosed) | Audit/assurance foundation |
External Roles
| Company | Role | Current/Prior | Committees/Notes |
|---|---|---|---|
| Danaher Corporation | Director | Current | Committee roles not disclosed in LULU proxy |
| Microsoft Corporation | Director | Current | Committee roles not disclosed |
| Visa Inc. | Director | Current | Committee roles not disclosed |
| DoubleVerify | Director | Prior | — |
| Oscar Health, Inc. | Director | Prior | — |
Board Governance
- Committees: Audit Committee Chair (financial expert) .
- Independence: Board determined Teri List is independent under Nasdaq standards .
- Appointment: Became Audit Committee Chair March 26, 2025 .
- Attendance: In FY2024, Board held 6 meetings; all directors attended at least 75% of Board and applicable committee meetings; Audit Committee held 6 meetings .
- Executive sessions: Non-management directors meet in executive session with each regularly scheduled Board meeting .
- Outside board limits: Non-executive directors may serve on no more than four additional public company boards; notification required before accepting new appointments .
Fixed Compensation
| Fiscal Year | Cash Fees ($) | Stock Awards ($) | Total ($) | Notes |
|---|---|---|---|---|
| 2024 | 82,188 | 142,901 | 225,089 | Joined board March 15, 2024 (pro-rata equity) |
| 2025 Program | Base retainer: 100,000 | Annual RSU grant: 160,000 | — | Additional retainers: Audit Chair 30,000; Audit member 15,000; other committee fees as listed |
Performance Compensation
| Component | Structure | Metrics | Vesting |
|---|---|---|---|
| Director Equity | Time-based RSUs | None (directors do not have performance-based metrics) | Generally one-year vest for annual grant |
Other Directorships & Interlocks
| Potential Interlock Area | Observation |
|---|---|
| Technology/vendor exposure | Microsoft is a major technology provider globally; no related-party transactions with lululemon disclosed under Item 404(a) |
| Payments ecosystem | Visa provides payment networks; no related-party transactions disclosed |
| Life sciences | Danaher’s business is unrelated to lululemon’s apparel retail; no related-party transactions disclosed |
Expertise & Qualifications
- CPA; extensive finance/accounting leadership; designated “audit committee financial expert” .
- Retail and consumer sector CFO experience (Gap, DICK’S, Kraft); governance across technology and consumer sectors via board service .
- Board skills matrix indicates breadth across finance/accounting and retail; summary skills provided by Company .
Equity Ownership
| Holder | Shares Owned | Right to Acquire (60 days) | Total Beneficial | % Outstanding |
|---|---|---|---|---|
| Teri List | 599 | — | 599 | <1% |
- Director stock ownership guideline: minimum 5x base annual cash retainer; compliance within five years of appointment .
- Insider trading policy: Prohibits hedging and pledging of Company stock; pre-clearance and trading windows required; Rule 10b5-1 plans permitted under policy .
Governance Assessment
- Strengths: Independent director with deep CFO experience; serves as Audit Committee Chair and SEC-defined financial expert, enhancing financial reporting and risk oversight . Board conducted 6 Audit Committee meetings in FY2024; active committee cadence supports oversight . No related-party transactions requiring disclosure; mitigates conflict risk . Say-on-pay support ~93% in 2024 indicates positive shareholder sentiment toward compensation governance .
- Watchpoints: Multiple external public company boards (Danaher, Microsoft, Visa) increase time commitments; lululemon’s policy caps non-executive directors at four additional boards, and List’s current roles remain within this limit . Vendor interlocks (e.g., global technology providers) should continue to be monitored by Audit Committee under related-party and independence policies; none disclosed to date .
- Alignment: Director compensation balanced between cash retainers and time-based RSUs, with stock ownership guidelines reinforcing alignment; beneficial ownership is modest given recent appointment and pro-rata 2024 grant .
RED FLAGS: None identified in Company disclosures—no related-party transactions, hedging/pledging is prohibited, and outside board service appears within prescribed limits .