Dara Bazzano
About Dara Bazzano
Independent Board Chair of Lulu’s Fashion Lounge Holdings, Inc. (LVLU); age 56; director since January 2022 and appointed independent Board Chair effective March 31, 2025. She is SVP, Chief Accounting Officer at T-Mobile (since July 2020); previously CAO at CBRE (2018–2020), CAO/VP Finance/Global Corporate Controller at Gap Inc. (2013–2018), and assurance partner roles at PwC (2011–2013) and KPMG (2000–2011). She holds a B.S. from California State University, Sacramento and serves as an independent director and Audit & Risk Compliance Committee Chair at Self Financial, Inc. .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| T-Mobile US, Inc. | SVP, Chief Accounting Officer | Jul 2020–Present | Leads corporate accounting, SEC reporting, finance ops, GRC, payments strategy, finance innovation |
| CBRE | Chief Accounting Officer | Apr 2018–Jul 2020 | Led global controller, finance technology and compliance org |
| Gap Inc. | CAO; VP Finance; Global Corporate Controller | Jul 2013–Apr 2018 | Finance leadership in consumer/retail sector |
| PwC | Assurance Partner | 2011–2013 | Consumer, retail, technology industries |
| KPMG | Assurance Partner | 2000–2011 | Consumer, retail, technology industries |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Self Financial, Inc. | Independent Director; Audit & Risk Compliance Committee Chair | Current | Governance and audit oversight |
Board Governance
- Board leadership: Appointed independent Board Chair effective March 31, 2025; LVLU separates the Chair and CEO roles to emphasize independent governance and risk oversight .
- Independence: Classified as independent under Nasdaq rules; board affirmatively determined no relationships that impair independent judgment .
- Committees and roles (current):
- Audit Committee: Chair; designated “audit committee financial expert”; committee met 15 times in 2024 .
- Compensation Committee: Member; chaired by Kelly McCarthy in 2025; Compensia serves as independent advisor to the committee .
- Nominating & Corporate Governance Committee: Not currently a member; previously served until September 4, 2024 as part of prior composition .
- Attendance: In fiscal 2024, all incumbent directors attended at least 75% of board and applicable committee meetings, indicating strong engagement .
- Related-person transactions oversight: Audit Committee is responsible for reviewing/approving related-person transactions under a written policy; no director may approve a transaction in which they are a related person .
- Board structure changes: Board reduced from 11 to 6 members in Sept. 2024 to cut costs; committee compositions adjusted and Technology & Innovation Committee dissolved with responsibilities moved to Audit Committee .
Fixed Compensation
| Item | Amount | Detail/Notes |
|---|---|---|
| Fees earned or paid in cash (FY2024) | $88,660 | Includes special one-time cash payment (approved Mar 20, 2025; paid Apr 16, 2025) covering suspended retainers for Q3–Q4’24 and Q1’25 . |
| Stock awards (grant-date fair value, FY2024) | $102,223 | RSUs valued per ASC 718 . |
| Total FY2024 director compensation | $190,883 | Sum of cash and stock awards . |
| Unvested RSUs at FY2024 year-end | 63,021 | Held as of fiscal year-end . |
Director fee schedule (program terms):
| Component | Chair | Non-Chair | Notes |
|---|---|---|---|
| Annual cash retainer | $50,000 | $50,000 | Base retainer for non-employee directors (payment suspended Sep 2024; later reinstated) . |
| Audit Committee | $20,000 | $10,000 | Annual cash retainer . |
| Compensation Committee | $15,000 | $7,500 | Annual cash retainer . |
| Nominating & Corporate Governance Committee | $15,000 | $7,500 | Annual cash retainer . |
| Board Chair RSU award | $50,000 | — | RSUs granted to non-employee Board Chair; $50k divided by 10-Day VWAP; floor price $2.20 for calculation; vests by next annual meeting or first anniversary . |
Program changes and administration:
- Retainers suspended: Payment of non-employee director retainers suspended for the quarter ended Sep 29, 2024; special one-time payment approved Mar 20, 2025 to cover Q3’24–Q1’25; retainers reinstated beginning Q2’25 .
- Cash-to-RSU election: Directors may elect to receive retainers as fully vested RSUs using 10-Day VWAP .
- Initial and annual RSU awards: Initial RSUs = $200,000/10-Day VWAP (3-year graded vesting); annual RSUs = $100,000/10-Day VWAP (vest by next annual meeting or first anniversary) .
Performance Compensation
| Component | Value | Vesting | Performance Metrics |
|---|---|---|---|
| Annual RSU award | $100,000 (value-based) | Vests on earlier of first anniversary or immediately before next annual meeting; time-based | No performance conditions disclosed (time-based RSUs) . |
| Initial RSU award | $200,000 (value-based) | Vests 1/3 annually over three years; time-based | No performance conditions disclosed (time-based RSUs) . |
| Board Chair RSU award | $50,000 (value-based; floor $2.20 10-Day VWAP for share calc) | Vests on earlier of first anniversary or immediately before next annual meeting; time-based | No performance conditions disclosed (time-based RSUs) . |
LVLU’s non-employee director equity is time-based RSUs without TSR/financial hurdles; performance-weighted equity is not used for directors .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Public/Private |
|---|---|---|---|
| Self Financial, Inc. | Independent Director | Audit & Risk Compliance Committee Chair | Private (as disclosed) |
Expertise & Qualifications
- Audit committee financial expert designation (Item 407(d)(5) Reg S-K); deep financial literacy and capital markets/SEC reporting expertise .
- Domain expertise across e-commerce, consumer/retail, apparel/accessories, digital marketing; executive experience in management, business operations, human capital, and ESG compliance .
- Independence affirmed under Nasdaq rules; no disqualifying relationships identified by the board .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 148,732 | As of Apr 16, 2025 record date . |
| Ownership as % of outstanding | <1% | Based on 42,942,378 shares outstanding . |
| RSUs expected to vest within 60 days of Apr 16, 2025 | 76,250 | Footnote (7) to ownership table . |
| Unvested RSUs at FY2024 year-end | 63,021 | As disclosed in director compensation section . |
| Hedging/Pledging policy | Hedging prohibited (e.g., collars, swaps, exchange funds) for directors; aim to align with shareholders | Insider Trading Compliance Policy . |
Insider Filings & Trades
| Topic | Status | Notes |
|---|---|---|
| Section 16(a) compliance | All required forms timely filed to the company’s knowledge | Based on company review and written representations; no delinquencies reported . |
Governance Assessment
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Strengths/positives:
- Independent Board Chair with significant finance/audit pedigree; designated audit committee financial expert and chairs the Audit Committee—supports robust financial oversight and risk management .
- Active committee engagement (Audit Chair; Compensation Committee member); board attendance rigor with ≥75% attendance in 2024 indicates engagement .
- Director equity delivered via time-based RSUs plus cash retainers; program allows RSU elections and includes Chair-specific equity, supporting alignment without overly complex structures .
- Related-person transaction controls reside with Audit Committee; no director may approve a transaction where they are related, mitigating conflicts .
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Watch items/considerations:
- Sponsor influence remains material: H.I.G. (32.1%), IVP (17.6%), and CPPIB (17.5%) aggregate significant holdings; Stockholders Agreement provides nomination/voting rights, which can influence board composition despite independent Chair—monitor for potential minority shareholder concerns .
- Board cost actions (director retainer suspension and reinstatement) and board downsizing to six directors signal austerity and turnaround focus; while fiscally prudent, sustained pressure can challenge board bandwidth during transformation .
-
RED FLAGS:
- None specific to Bazzano disclosed (independence affirmed; no attendance or filing issues). Structural governance risk persists from large-stockholder nomination rights under the Stockholders Agreement; continued vigilance warranted .
Overall: Bazzano’s deep accounting/audit experience, independence, and dual leadership (Board Chair and Audit Chair) support investor confidence in financial oversight, with alignment reinforced through RSU-based director equity. The principal governance risk is structural (sponsor rights and concentration), not individual .