Crystal Landsem
About Crystal Landsem
Crystal Landsem, age 41, is Chief Executive Officer and a Class II director of Lulu’s Fashion Lounge Holdings, Inc. (LVLU), serving as CEO since March 6, 2023 after prior roles as Co‑President (2020–2023) and Chief Financial Officer (2015–2023) . She holds a B.A. in Business Administration (Accounting) from California State University–Chico and previously led finance at 11 Main (Alibaba) and co‑founded sqwrl LLC (finance consulting) . Under her leadership, LVLU delivered positive adjusted EBITDA in Q2 and Q3 2025, while net revenue declined year over year; Q2 net revenue was ~$81.5M, gross margin 45.3%, adjusted EBITDA ~$0.5M; Q3 net revenue was ~$73.6M, gross margin 42.6%, adjusted EBITDA ~$0.4M . The company received a Nasdaq minimum bid price non‑compliance notice in February 2025 and is seeking flexibility via a shareholder‑approved reverse split authorization; the common stock closed at $0.45 on the April 16, 2025 record date .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Lulu’s Fashion Lounge Holdings, Inc. | Chief Executive Officer | Mar 2023–present | Shifted assortment toward higher-margin event dressing; drove cost reductions; delivered positive adjusted EBITDA in Q2/Q3 2025 |
| Lulu’s Fashion Lounge Holdings, Inc. | Co‑President | Jul 2020–Mar 2023 | Led operations during IPO integration period; supported merchandising and DTC execution |
| Lulu’s Fashion Lounge Holdings, Inc. | Chief Financial Officer | Sep 2015–Mar 2023 | Oversaw finance, reporting, and IPO preparation; strengthened risk management |
| 11 Main (Alibaba Group) | Director of Finance | May 2012–Aug 2015 | Managed finance and risk operations for five U.S. Alibaba entities |
| sqwrl LLC | Co‑Founder & CFO | Aug 2015–Jan 2016 | Provided e‑commerce finance and project management services |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Not disclosed | — | — | No public company/external board roles disclosed beyond LVLU |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | $496,909 | $550,769 (reduced 4% effective Aug 12, 2024 to $480,000 annual rate) |
| Target Bonus % of Salary | 80% minimum (CEO agreement) | 80% (2024 bonus plan) |
| Actual Bonus Paid ($) | $0 (no bonus paid) | $0 (no bonus paid) |
| Other Compensation ($) | $13,200 (401k match) | $72,910 (401k match + temporary housing allowance) |
Key points:
- FY2024 bonuses for NEOs were entirely tied to net revenue and adjusted EBITDA; financial targets were not achieved, resulting in zero payouts .
- CEO base salary decreased by 4% as part of cost reduction initiatives effective Aug 12, 2024 (to $480,000) .
Performance Compensation
| Incentive Type | Metric | Weighting | Target/Condition | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual Bonus (2024) | Net Revenue | Not disclosed | Company-set 2024 target (not disclosed) | Below target | $0 | Annual |
| Annual Bonus (2024) | Adjusted EBITDA | Not disclosed | Company-set 2024 target (not disclosed) | Below target | $0 | Annual |
| PSUs Tranche 1 | 10‑Day VWAP ≥ $7.50 | Not disclosed | 603,857 PSUs + service through Mar 5, 2024 | Not achieved as of Apr 16, 2025 | $0 | Annual vest on goal + date |
| PSUs Tranche 2 | 10‑Day VWAP ≥ $10.00 | Not disclosed | 603,857 PSUs + service through Mar 5, 2025 | Not achieved as of Apr 16, 2025 | $0 | Annual vest on goal + date |
| PSUs Tranche 3 | 10‑Day VWAP ≥ $12.50 | Not disclosed | 603,857 PSUs + service through Mar 5, 2026 | Not achieved as of Apr 16, 2025 | $0 | Annual vest on goal + date |
| RSUs (CEO grant) | Time‑based | Not applicable | 1,811,572 RSUs; quarterly vest Jun 30, 2023–Dec 31, 2026 | Ongoing vesting | N/A (time-based) | Quarterly |
Notes:
- LVLU reports no stock options granted to executive officers since 2021; CEO holds no options .
- PSU awards for the CEO were intended to represent ~3 years’ worth of grants in the 2023 CEO agreement; as of Apr 16, 2025 none had vested due to unmet stock price hurdles .
Equity Ownership & Alignment
| Item | Amount | As of | Notes |
|---|---|---|---|
| Beneficial Ownership (Shares) | 1,179,143 | Apr 16, 2025 | Includes shares deemed owned under SEC rules |
| Ownership (% of Shares Outstanding) | 2.7% | Apr 16, 2025 | 42,942,378 shares outstanding |
| Unvested RSUs (CEO grant) | 1,125,000 | Dec 29, 2024 (FY year-end) | Market value $1,282,500 at $1.14/share |
| Unvested PSUs (CEO grant) | 1,811,571 | Dec 29, 2024 (FY year-end) | Market value $2,065,191 at $1.14/share |
| Vested RSUs (CEO grant, cumulative) | ~686,572 (derived) | Dec 29, 2024 | Derived from total grant (1,811,572) minus unvested (1,125,000); source figures cited |
| Hedging Policy | Hedging/offsetting transactions prohibited for directors/officers | Current | Policy filed as Exhibit 19 to FY2024 10‑K |
| Pledging | Not disclosed | — | No explicit pledging disclosure in proxy; policy addresses hedging |
Stock ownership guidelines: Not disclosed in the DEF 14A; LVLU indicates committee charters and governance policies are posted on the IR site, but no ownership guideline specifics are included in the proxy .
Vesting cadence and potential selling pressure:
- CEO RSUs vest quarterly through Dec 31, 2026, creating regular taxable events and potential sell‑to‑cover activity; PSUs remain unvested until price hurdles are met .
Employment Terms
| Term | Detail | Source |
|---|---|---|
| Start Date & Title | CEO effective March 6, 2023; reports to Board | |
| Agreement Term | 4‑year term from Mar 6, 2023; auto‑extends in 1‑year increments unless 60 days’ notice given | |
| Base Salary | $500,000 (reduced to $480,000 annual rate effective Aug 12, 2024) | |
| Target Bonus | ≥80% of base (set annually; 2024 plan used 80%) | |
| Time‑based RSUs | 1,811,572 RSUs; quarterly vest Jun 30, 2023–Dec 31, 2026 | |
| PSUs | 1,811,571 PSUs; price hurdles $7.50/$10.00/$12.50 with service dates Mar 5, 2024/2025/2026 | |
| Severance (no Cause/Good Reason) | 12 months base salary; COBRA reimbursements up to 12 months; 100% vest of unvested Jan 4, 2022 RSUs; any awards vesting within 90 days post‑termination immediately vest | |
| Change‑in‑Control Treatment | If terminated without Cause/for Good Reason 3 months prior/12 months post CoC: unvested RSUs 100% vest; PSUs vest based on acquisition per‑share price, linearly interpolated | |
| Clawback | Subject to SEC/Nasdaq‑compliant clawback policy | |
| Restrictive Covenants | Non‑disparagement; confidentiality; IP; non‑compete not disclosed |
Board Governance
- Board service: Landsem is a Class II director (since March 2023) and is not independent (due to being CEO) .
- Committee roles: LVLU’s Audit, Compensation, and Nominating committees are 100% independent; CEO is not listed as a member of any committee .
- Board leadership: Positions of Chair and CEO are separated; Dara Bazzano is independent Board Chair since March 31, 2025; no Lead Independent Director needed under current structure .
- Attendance: All incumbent directors attended at least 75% of Board and committee meetings in FY2024 (board‑level disclosure; not per individual) .
- Sponsor influence: Significant holders (H.I.G. 32.1%, IVP 17.6%, CPPIB 17.5%) have nomination rights via the Stockholders Agreement, indicating concentrated ownership and oversight influence .
Dual‑role implications:
- CEO also serving as a director reduces independence; committee oversight remains fully independent and Board Chair is independent, mitigating governance concerns .
- Personal relationship disclosure: CEO and President/CIO (Mark Vos) share a personal residence; Board is informed and actions taken to ensure policy compliance—an optics risk that warrants ongoing monitoring .
Director Compensation (for context)
- Non‑employee director cash retainers: $50,000 annually; committee retainers: Audit $10k/$20k (member/chair), Compensation $7.5k/$15k, Nominating $7.5k/$15k; program includes equity grants; some retainers suspended in late FY2024 with a one‑time catch‑up in April 2025 .
Performance & Track Record
| Period | Net Revenue ($M) | Gross Margin (%) | Adjusted EBITDA ($M) | Notable Themes |
|---|---|---|---|---|
| Q2 2025 | ~81.5 | 45.3 | ~0.5 | Event dressing strength; SKU rationalization; direct sourcing ramp; cost reductions; debt reduction |
| Q3 2025 | 73.6 | 42.6 | 0.4 | Second consecutive positive Adj. EBITDA; product margin up >400 bps YoY; AOV up; liquidity improving under new credit agreement |
Management commentary highlights:
- Strategy centered on event‑focused assortment, SKU reduction, pricing/margin optimization, and doubling direct‑from‑factory sourcing mix to support margins and supply chain diversification .
- CFO transition: Landsem served as Interim CFO during 2025 while conducting an external search, indicating added workload and potential execution risk until the role is filled .
Compensation Structure Analysis
- Year‑over‑year cash vs equity mix: Large equity grants in 2023 CEO agreement (RSUs/PSUs spanning ~3 years) with no FY2024 cash bonus paid; base salary cut by 4% in Aug 2024, suggesting emphasis on cost discipline and equity‑based at‑risk pay .
- Shift from options to RSUs: Company reports no executive stock options since 2021; time‑based RSUs + price‑hurdle PSUs dominate, lowering risk versus options but tying upside to share price hurdles .
- Pay‑for‑performance: FY2024 bonuses (net revenue and adjusted EBITDA metrics) were not earned, aligning payouts with underperformance; PSU hurdles ($7.50/$10/$12.50 10‑day VWAP) remain unmet, reinforcing performance linkage .
- Repricing/modification: No option repricing disclosed; PSU goals adjusted only if a reverse split occurs (award adjustments proportionate to ratio) but price hurdles scale accordingly; not a repricing event .
Related Party Transactions and Risks
- Personal relationship (CEO and President/CIO) disclosed; board oversight asserted; potential perception risk for independence and succession planning .
- Stockholders Agreement grants nomination rights to significant holders; governance implications include potential influence on board composition .
- No loans, tax gross‑ups, or executive hedging permitted under policy; clawback policy in place per SEC/Nasdaq .
Equity Ownership & Awards Detail
| Award Type | Grant | Vesting | Status as of FY2024 YE |
|---|---|---|---|
| RSUs (CEO) | 1,811,572 | Quarterly Jun 30, 2023–Dec 31, 2026 | 1,125,000 unvested; market value $1,282,500 at $1.14/share |
| PSUs (CEO) | 1,811,571 (603,857 each tranche) | Annual with 10‑day VWAP thresholds and service dates (Mar 5, 2024/2025/2026) | None vested; market value of unvested $2,065,191 at $1.14/share |
Compensation Committee Analysis
- Committee composition: Independent directors Dara Bazzano, John Black, and Kelly McCarthy; McCarthy chairs; Compensia engaged as independent compensation consultant; five meetings in FY2024 .
- Scope: CEO and NEO compensation approval, clawback policy oversight, employment/severance agreements, succession planning, and human capital oversight .
Say‑on‑Pay & Shareholder Feedback
- Not disclosed in the DEF 14A (scaled EGC disclosure); no vote percentages provided .
Expertise & Qualifications
- Education: B.A. in Business Administration (Accounting), CSU–Chico .
- Functional expertise: Finance/accounting, e‑commerce operations, risk management, supply chain strategy; prior CFO tenure supports interim CFO capacity .
- Board qualifications: Direct‑to‑consumer apparel experience, leadership and management skills, finance oversight .
Work History & Career Trajectory
| Company | Role | Tenure | Notable Responsibilities |
|---|---|---|---|
| LVLU | CFO; Co‑President; CEO | 2015–present | Finance leadership through IPO; co‑led operations; CEO since 2023 |
| 11 Main (Alibaba) | Director of Finance | 2012–2015 | Finance/admin/risk for five U.S. entities |
| sqwrl LLC | Co‑Founder & CFO | 2015–2016 | Consulting/project management in e‑commerce |
Employment Terms (Severance/COC Economics)
| Scenario | Cash | Benefits | Equity |
|---|---|---|---|
| Termination w/o Cause or for Good Reason | 12 months base salary | COBRA reimbursements up to 12 months | Immediate vest of awards that would vest within 90 days; 100% vest of Jan 4, 2022 RSUs |
| Change in Control + qualifying termination (3 months prior to/12 months post) | As above (agreement terms) | As applicable | RSUs 100% vest; PSUs vest based on acquisition per‑share price linearly interpolated |
Clawback provision: Compensation subject to recovery under SEC/Nasdaq rules .
Equity Ownership & Alignment (Beneficial Owners Context)
- CEO: 1,179,143 shares (2.7%) .
- Significant holders: H.I.G. 32.1%; IVP 17.6%; CPPIB 17.5% (collectively indicate concentrated ownership structure) .
Risk Indicators & Red Flags
- Nasdaq bid price deficiency; reverse split authorization (1:2 to 1:22) seeking to maintain listing; current price at record date $0.45—ongoing listing risk and potential volatility around split implementation .
- No FY2024 bonus payouts and unvested PSUs imply tight pay-for-performance alignment but may impact executive realized comp and retention incentives in the near term .
- Personal relationship between CEO and President/CIO disclosed; Board oversight stated—monitor for potential conflicts and succession implications .
- Liquidity/refinancing focus; interim CFO role indicates near-term execution bandwidth constraints until a permanent CFO is appointed .
Investment Implications
- Alignment: Large unvested RSUs and price‑conditioned PSUs tie CEO outcomes to both tenure and sustained share price recovery; quarterly RSU vesting can create episodic sell-to-cover pressure but PSUs require substantial price appreciation ($7.50/$10/$12.50 VWAP) .
- Governance quality: Independent Chair and independent committees mitigate dual‑role concerns; concentrated sponsor ownership and nomination rights should be considered in governance and strategic decisions .
- Retention risk: With no 2024 bonus and PSUs out of the money, realized compensation is weighted to time‑vested RSUs; continued equity vesting and severance protections reduce near‑term attrition risk but macro/stock performance will drive PSU realizability .
- Trading signals: Reverse split authorization and prior bid-price deficiency point to listing risk and potential technical volatility; improving adjusted EBITDA and gross margin trends are positives, but top‑line declines persist—watch for execution on assortment optimization, direct sourcing, and CFO appointment .