John Black
About John Black
John Black, age 61, is an independent director of Lulu’s Fashion Lounge Holdings, Inc. (LVLU), serving on the board since October 2017 and as Board Chair from March 6, 2024 to March 31, 2025 before returning to director roles . He is designated an “audit committee financial expert,” with a background spanning H.I.G. Capital leadership (Head of H.I.G. Growth Equity, Senior Advisor at H.I.G. Growth Partners), prior COO/CFO roles, and Ernst & Young corporate finance; he holds a B.A. in Applied Mathematics from Harvard University . The Board determined he qualifies as independent following the expiration of his H.I.G. engagement in June 2022 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| H.I.G. Growth Partners | Senior Advisor | Jul 2021 – Jun 2022 | Advised growth equity investments; stepping stone to independence under Nasdaq rules |
| H.I.G. Growth Equity (H.I.G. Capital) | Head | Mar 2010 – Jul 2021 | Led growth equity investing; more than 40 investments across e-commerce/tech/media/consumer/healthcare/services |
| H.I.G. Capital | Senior professional (joined 1996) | 1996 – 2010 | Operational value creation in lower middle market; deal leadership across sectors |
| Various companies | Chief Operating Officer / Chief Financial Officer | Prior to H.I.G. | Executive-level operating roles; finance and operations leadership |
| Ernst & Young | Corporate Finance Group | Early career | Corporate finance foundation |
External Roles
| Organization | Role | Committees | Tenure |
|---|---|---|---|
| Adtheorent Holding Company, Inc. | Director | Audit; Nominating & Corporate Governance | Current |
Board Governance
- Committee assignments and chair roles
- Current: Audit Committee member; Compensation Committee member; Nominating & Corporate Governance Committee member .
- Prior: Compensation Committee Chair (Jun 13, 2023 – Mar 6, 2024); Board Chair (Mar 6, 2024 – Mar 31, 2025) .
- Designated “audit committee financial expert” by the Board .
- Independence: Board determined Black is independent under Nasdaq rules following expiration of his H.I.G. Growth Partners contract in June 2022 .
- Attendance and engagement:
- Board met 10 times in fiscal 2024; all incumbent directors attended at least 75% of Board and committee meetings .
- Audit Committee met 15 times in 2024 .
- Compensation Committee met 5 times in 2024 .
- Nominating & Corporate Governance Committee met 4 times in 2024 .
- Board leadership transition: Chair role moved to independent director Dara Bazzano effective March 31, 2025; Black remained on all three key committees .
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 64,018 | 144,043 | — | 208,061 |
- Program structure (non-employee directors): Annual cash retainer $50,000; Audit Committee chair/member $20,000/$10,000; Compensation Committee chair/member $15,000/$7,500; Nominating & Corporate Governance chair/member $15,000/$7,500; Technology & Innovation chair/member $15,000/$7,500 (committee dissolved Sep 4, 2024) .
- Retainer suspension and make-whole: Retainer payments suspended beginning the fiscal quarter ended Sep 29, 2024; a special one-time cash payment approved Mar 20, 2025 (paid Apr 16, 2025) covered suspended retainers through the fiscal quarter ended Mar 30, 2025; retainers reinstated beginning Q2 2025 .
Performance Compensation
| Equity Grant Mechanic | Value Basis | Calculation | Vesting | Change-in-Control |
|---|---|---|---|---|
| Annual Director RSU Award | $100,000 | $100,000 / 10-Day VWAP | Fully vests on earlier of 1st anniversary or immediately before next annual meeting, subject to service | All director equity fully vests immediately before a change in control |
| Annual Board Chair RSU Award | $50,000 | $50,000 / 10-Day VWAP; price floor $2.20 if 10-Day VWAP < $2.20 | Same vesting rule as above | Same change-in-control treatment |
Unvested RSUs held (year-end):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Unvested RSUs (shares) | 47,746 | 62,039 | 89,142 |
Other Directorships & Interlocks
| Entity | Type | Detail |
|---|---|---|
| Adtheorent Holding Company, Inc. | Public company board | Director; serves on Audit and Nominating & Corporate Governance committees |
| H.I.G. Growth Partners (significant stockholder) | Prior affiliation | Black recommended by H.I.G. to LVLU’s Board and served since 2017; determined independent post-June 2022 expiry of H.I.G. contract |
Expertise & Qualifications
- Harvard University B.A. in Applied Mathematics .
- Audit committee financial expert designation .
- Deep finance, accounting, reporting, operational and human capital experience across e-commerce, consumer/retail, apparel/accessories, digital marketing, technology, media, healthcare, and services .
Equity Ownership
Beneficial ownership (shares; percent of outstanding):
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Shares Beneficially Owned | 15,172 | 72,331 | 161,473 |
| % of Shares Outstanding | <1% (“*”) | <1% (“*”) | <1% (“*”) |
| Shares Outstanding (reference) | 39,727,452 | 41,326,868 | 42,942,378 |
Policies affecting alignment:
- Hedging prohibited: Directors, officers, employees (and entities they control) are barred from hedging transactions that offset decreases in LVLU equity value under the Insider Trading Compliance Policy .
Governance Assessment
- Board effectiveness and engagement: Black’s multi-committee participation (Audit, Compensation, Nominating & Corporate Governance) and “audit committee financial expert” status signal strong oversight capacity; high meeting cadence in 2024 (Audit 15x; Comp 5x; Nom/Gov 4x; Board 10x) indicates active governance during a restructuring period .
- Independence and conflicts: The Board formally determined independence after his H.I.G. engagement ended in June 2022, mitigating sponsor-affiliation concerns; related person transactions are overseen by the Audit Committee via a written policy with director recusal on conflicted items .
- Compensation signals: Retainer suspension for cost reduction and subsequent make-whole payment reflect cash preservation followed by governance normalisation; equity grants for directors are time-based RSUs (no performance metrics), with an additional Board Chair RSU award and change-in-control accelerated vesting — alignment is primarily via ownership rather than performance pay .
- Leadership transition: Movement of the independent Chair role to Dara Bazzano in March 2025 preserved independent board leadership while retaining Black’s committee roles, supporting continuity and expertise leverage .
- Red flags: No specific related-party transactions involving Black disclosed in the cited sections; hedging prohibited; pledging restrictions not explicitly referenced in the proxy excerpts reviewed. Majority-independent board and 100% independent key committees support investor confidence .