Evan Karp

About Evan Karp

Evan Karp (age 48) is a Class III Director at Lulu’s Fashion Lounge Holdings, Inc. (LVLU), serving on the Board since August 2017, and previously on the predecessor entity’s board since July 2014; he served as Board Chair from December 2021 to March 2023. He is currently affiliated with H.I.G. Growth Partners and holds a B.A. in Finance from the University of Texas at Austin .

Past Roles

External Roles

Board Governance

• Classification and term: Class III Director; current term to expire at the 2027 Annual Meeting .
• Independence: Not independent due to current affiliation with H.I.G. Growth Partners, a significant stockholder; Board independence affirmed for Bazzano, Black, Kumar, McCarthy only .
• Committee assignments (2025): Not a member of Audit, Compensation, or Nominating & Corporate Governance committees; current members are named and do not include Karp .
• Meeting attendance: During fiscal 2024, all incumbent directors attended at least 75% of Board and applicable committee meetings .
• Board leadership: Chair role separated from CEO; current independent Board Chair (Bazzano) effective March 31, 2025 .

Fixed Compensation (Director)

• Program context: LVLU’s Non-Employee Director Compensation Program provides an annual $50,000 cash retainer and committee retainers; program was suspended starting Q3 2024 and a one-time catch-up payment was approved March 20, 2025 (paid April 16, 2025) for eligible non-employee directors, but Karp’s 2024 compensation shows no cash or equity .

Performance Compensation (Director)

• Annual director RSU grants: Program provides $100,000 RSU annual awards and initial $200,000 RSU awards for non-employee directors; also an additional $50,000 RSU award for the Non-Employee Board Chair (with floor pricing mechanic). No RSU awards were reported for Karp in 2024 .

Other Directorships & Interlocks

• Sponsor affiliation: Karp is affiliated with H.I.G. Growth Partners, which beneficially owns 32.1% of LVLU; H.I.G., IVP, and CPPIB have director designation and voting rights under the Stockholders Agreement. H.I.G. can designate up to four directors depending on ownership thresholds; IVP can designate one; CPPIB participates in voting covenants. These rights can create governance interlocks and influence Board composition .
• Public company boards: None disclosed for Karp (his listed boards are private) .

Expertise & Qualifications

• Finance and technology: Information technology, strategic technology, cybersecurity, risk management; extensive e-commerce, consumer-retail, and digital marketing investment experience; private financing and strategic planning .
• Education: B.A., Finance, University of Texas at Austin (Business Honors Program) .

Equity Ownership

• Director equity awards outstanding: None for Karp (not listed among directors with unvested RSUs) .
• Hedging/pledging policy: Insider Trading Compliance Policy prohibits hedging transactions; promotes alignment with shareholders .

Governance Assessment

• Independence and conflicts: Karp is not independent due to ongoing affiliation with H.I.G., a controlling stockholder with director designation and voting rights, creating potential conflicts between sponsor interests and minority shareholders; oversight of related-person transactions resides with the independent Audit Committee .
• Board effectiveness: Karp’s prior tenure as Board Chair (Dec 2021–Mar 2023) provided continuity during IPO/post-IPO period; current committees exclude Karp, which mitigates conflict risk in audit/comp/nom-gov decisions; Board meeting attendance thresholds were met in 2024, supporting engagement .
• Compensation alignment: Karp received no director cash or equity compensation in 2024, suggesting sponsor-representative posture rather than direct pay-based alignment. Ownership alignment is primarily via sponsor H.I.G.’s 32.1% stake, not personal holdings, which can align with long-term value but may diverge from minority investor priorities .
• RED FLAGS
  • Not independent due to sponsor affiliation; Stockholders Agreement confers meaningful control rights (director designation and voting covenants), which can influence Board outcomes and raise minority shareholder governance risk .
  • No personal beneficial ownership disclosed, reducing direct “skin-in-the-game” alignment at the individual director level .
• Mitigants
  • Independent Board Chair and fully independent key committees (Audit, Compensation, Nominating & Corporate Governance) with defined charters and responsibilities; Audit Committee oversees related-person transactions and conflicts management .
  • Attendance standards met; formal governance policies (Code of Ethics, Clawback) and risk oversight structure in place .