Kelly McCarthy
About Kelly McCarthy
Kelly McCarthy (age 43) is an independent Class I director of Lulu’s Fashion Lounge Holdings, Inc. (LVLU) since August 2023, with a background spanning consumer brands, technology, and strategic advisory. She holds a B.A. in History from the University of Colorado and brings expertise in corporate strategy, technology infrastructure, supply chain, M&A, global innovation, organizational design, and consumer development .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Boketto, Inc. | Managing Director | Oct 2019–present | Advises and assumes operational, leadership, and advisory roles in consumer companies backed by private equity . |
| Kent Outdoors | Interim Chief Executive Officer; previously Board Director | Jan 2023–Apr 2024 | Led through a critical transition and change of control; governance and operational oversight . |
| LVMH (Louis Vuitton Moët Hennessy) | SVP, Brands Communications | Jul 2017–Oct 2019 | Guided innovation across maisons; deployed modern consumer mechanisms globally . |
| Nike | GM, Collectible (Launch) Sneakers; roles in NikeLab and Strategy | Oct 2014–Jul 2017 | Oversaw product creation, retail, omnichannel distribution, management, and business development in a transformative period . |
| VaynerMedia (NY) | Managing Director | Prior to 2014 (dates not specified) | Led a full-service digital advisory firm and venture fund . |
External Roles
| Organization | Role | Status/Notes |
|---|---|---|
| Kent Outdoors | Board/Advisory; Interim CEO | Board role then interim CEO during transition/change of control . |
| Newman’s Own, Inc. | Board/Advisory | Holds board and advisory positions (nature not further specified) . |
| Goldman Sachs’ Merchant Banking Division | Board/Advisory | Holds board and advisory positions (nature not further specified) . |
| Oatly, Inc. | Board/Advisory | Holds board and advisory positions (nature not further specified) . |
Board Governance
- Classification and term: Class I director; nominee for re‑election to serve until the 2028 annual meeting .
- Independence: Determined independent under Nasdaq listing standards .
- Committee assignments:
- Compensation Committee: Chair .
- Nominating & Corporate Governance Committee: Member (Chair is Anisa Kumar) .
- Attendance: In 2024, all incumbent directors attended at least 75% of aggregate Board and applicable committee meetings; Board met 10 times . Compensation Committee met 5 times; Nominating & Corporate Governance met 4 times; Audit met 15 times .
- Board leadership: Independent Board Chair (Dara Bazzano) appointed March 31, 2025; no Lead Independent Director given the chair’s independence .
- Governance policies: Code of Ethics, Insider Trading Policy (hedging prohibited), Clawback Policy aligned with SEC/Nasdaq .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $59,251 | Reflects director and committee retainers; retainer payments were suspended for Q3–Q4 2024 and reinstated via a one-time make-whole payment approved Mar 20, 2025 and paid Apr 16, 2025 . |
| Annual Cash Retainers (Program Terms) | $50,000 | Standard non-employee director annual cash retainer . |
| Committee Cash Retainers (Program Terms) | $15,000 (Chair); $7,500 (member) | Compensation Committee Chair retainer $15,000; Nominating member retainer $7,500; Audit Chair $20,000, Audit member $10,000 (for completeness) . |
| Reimbursement | As incurred | Out-of-pocket travel/business expenses per policy . |
Performance Compensation
| Equity Item | Value/Count | Vesting/Terms |
|---|---|---|
| Stock Awards Recognized (2024) | $102,223 | Grant date fair value under ASC 718 . |
| Unvested RSUs (as of FY 2024 year-end) | 114,036 RSUs | Outstanding director RSUs at year-end . |
| Initial Director RSU Award (Program Terms) | $200,000 / 10-Day VWAP | Vests one‑third each year on service anniversaries . |
| Annual Director RSU Award (Program Terms) | $100,000 / 10-Day VWAP | Fully vests by the next annual meeting or first anniversary . |
| Board Chair Additional RSU (Program Terms) | $50,000 / 10-Day VWAP (floor $2.20 if VWAP < $2.20) | Applies to non-employee Board Chair; vests within one year . |
| Change-in-Control | Full vesting | All non-employee director equity fully vests immediately before a change in control . |
Performance metric design for director equity is service-based; no performance metrics apply to non-employee director awards (metrics and discipline were applied to executives, where no 2024 bonuses were paid due to missed net revenue and Adjusted EBITDA targets) .
Other Directorships & Interlocks
| Company/Entity | Sector | Role | Potential Interlock/Notes |
|---|---|---|---|
| Kent Outdoors | Consumer/Outdoors | Board/Advisory; Interim CEO | Supplier/customer interlocks not disclosed; role indicates operational stewardship . |
| Newman’s Own, Inc. | Consumer/CPG | Board/Advisory | No LVLU transactions disclosed . |
| Goldman Sachs MBD | Financials | Board/Advisory | Advisory role; no LVLU transactions disclosed . |
| Oatly, Inc. | Consumer/Food | Board/Advisory | Public company; interlocks/transactions with LVLU not disclosed . |
No related-party transactions involving Ms. McCarthy are disclosed; LVLU’s Audit Committee oversees related person transaction approvals under a formal policy .
Expertise & Qualifications
- Corporate strategy, technology infrastructure, supply chain management, strategic growth, M&A, global innovation, organizational design, consumer development .
- Governance experience across public and private entities; leadership during special situations and transitions .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Outstanding | Notes |
|---|---|---|---|
| Kelly McCarthy | 120,485 | * | Less than 1%; includes 55,556 RSUs scheduled to vest within 60 days of April 16, 2025 . |
Director RSU holdings by name (for context at FY 2024 year-end): McCarthy 114,036; Bazzano 63,021; Black 89,142; Kumar 66,837 .
Governance Assessment
- Compensation governance: As Compensation Committee Chair, McCarthy oversees executive and director pay, succession planning, clawback policy, and use of independent consultant (Compensia) with no conflicts identified—supportive of pay-for-performance and governance rigor .
- Independence and engagement: Independent under Nasdaq; committee service on two key governance bodies; 2024 meeting cadence indicates active oversight (Comp: 5, N&CG: 4; Board: 10) .
- Alignment: Director compensation balanced with equity RSUs; change-in-control accelerated vesting standard for directors; cash retainers temporarily suspended in 2024 as part of cost controls—signals discipline amid business pressures .
- Conflicts/RED FLAGS:
- No related-party transactions disclosed involving McCarthy; independence affirmed .
- Broader governance note: LVLU disclosed a personal relationship between CEO and President/CIO (Landsem and Vos) with board awareness and policy compliance—an enterprise governance consideration, not directly attributable to McCarthy .
- Hedging prohibited and clawback policy in place—reduces misalignment risk .
Overall, McCarthy’s chair role on Compensation and membership on Nominating & Corporate Governance, alongside her independent status and multi-industry operational expertise, support board effectiveness and investor confidence. The absence of related-party issues and the company’s decision to forego 2024 executive bonuses due to unmet financial targets further reinforce compensation discipline under her committee’s oversight .