Mark Vos
About Mark Vos
Mark Vos is President and Chief Information Officer of Lulu’s Fashion Lounge Holdings (LVLU), serving as Co‑President & CIO under his May 12, 2022 agreement and as President & CIO since the March 5, 2023 amendment; his second amendment (Jan 9, 2024) extends his term through December 31, 2025 with automatic one‑year renewals unless 60 days’ notice is given . In 2024–2025, LVLU’s cost actions delivered OPEX down 11% YoY and fixed costs down 18% in Q3 2025, supporting positive adjusted EBITDA performance; Vos led technology enablement, personalization, and UX improvements to reduce friction and improve conversion . Revenue grew from $133M (2016) to $316M (2024), while the company reported net losses in FY2023–FY2024 amid macro and tariff pressures, underscoring execution risk around merchandising and supply chain optimization .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Lulu’s Fashion Lounge Holdings, Inc. | Co‑President & Chief Information Officer | 2022–Mar 2023 | Leadership across data/technology; IPO‑related RSUs vesting concluded in Apr 2024 . |
| Lulu’s Fashion Lounge Holdings, Inc. | President & Chief Information Officer | Mar 2023–present | Led tech enablement, AI‑curation, UX improvements; drove engagement and conversion initiatives . |
External Roles
No external directorships or outside roles for Mark Vos were disclosed in LVLU’s 2023–2025 proxy statements reviewed .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 470,000 | 521,338 |
| Target Bonus ($) | — | 300,000 (annual target per employment amendment) |
| Actual Bonus Paid ($) | 0 | 0 (financial targets not achieved) |
| All Other Compensation ($) | 13,200 | 13,800 (401k match) |
- Effective August 12, 2024, base salaries were reduced 4% as part of cost reductions; Vos decreased from $470,000 to $451,200 annualized .
Performance Compensation
Annual Bonus Program (2024)
| Metric | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Net Revenue + Adjusted EBITDA (corporate KPIs) | 100% of program | Not disclosed | Targets not achieved | $0 | Paid post audit if earned; no payouts for 2024 |
Equity Awards – RSUs (Employment Amendment Jan 9, 2024)
| Award | Grant | Vesting Schedule | Notes |
|---|---|---|---|
| Signing RSU Award | 300,000 RSUs | 100,000 vest Jan 9, 2024; 25,000 quarterly on Mar 31, Jun 30, Sep 30, Dec 31 (2024–2025) | As of Dec 29, 2024, 175,000 signing RSUs had vested (W‑2 income basis) . |
| Annual RSU Award – Year One | 360,000 RSUs | 25% quarterly in 2024 (Mar 31, Jun 30, Sep 30, Dec 31) | As of Dec 29, 2024, 270,000 year‑one RSUs had vested (W‑2 income basis) . |
| Annual RSU Award – Year Two | 360,000 RSUs (2025 grant) | 25% quarterly in 2025 (Mar 31, Jun 30, Sep 30, Dec 31) | Subject to continued employment; grant at first 2025 quarterly board meeting . |
Equity Awards – PSUs (Employment Amendment)
| Award | Grant | Performance Target | Service Condition | Status/Payout Mechanics |
|---|---|---|---|---|
| Year One PSU | 300,000 PSUs | 10‑Day VWAP ≥ $7.50 | Employed through Dec 31, 2024 | Service met; market condition not met as of Apr 16, 2025 → no W‑2 income . |
| Year Two PSU | 300,000 PSUs | 10‑Day VWAP ≥ $10.00 | Employed through Dec 31, 2025 | Eligible; vest if both conditions achieved; CIC adjustments apply . |
| Additional PSU (2025) | 20,000 PSUs (Mar 20, 2025) | 10‑Day VWAP ≥ $150 (adjusted for reverse split) | Employed through Dec 31, 2025 | Equity comp expense recognized; $0.3M unrecognized expense for probable milestones (company‑wide PSUs) . |
RSU Vesting Schedule (Detailed)
| Vest Date | Shares Vesting |
|---|---|
| Jan 9, 2024 | 100,000 (signing RSUs) |
| Mar 31, 2024 | 25,000 (signing) + 90,000 (year‑one) |
| Jun 30, 2024 | 25,000 (signing) + 90,000 (year‑one) |
| Sep 30, 2024 | 25,000 (signing) + 90,000 (year‑one) |
| Dec 31, 2024 | 25,000 (signing) + 90,000 (year‑one) |
| Mar 31, 2025 | 25,000 (signing) + 90,000 (year‑two) |
| Jun 30, 2025 | 25,000 (signing) + 90,000 (year‑two) |
| Sep 30, 2025 | 25,000 (signing) + 90,000 (year‑two) |
| Dec 31, 2025 | 25,000 (signing) + 90,000 (year‑two) |
Equity Ownership & Alignment
| As‑of Date | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Apr 20, 2022 | 365,592 | <1% |
| Apr 19, 2023 | 561,523 | 1.4% |
| Apr 17, 2024 | 733,378 | 1.8% |
| Apr 16, 2025 | 1,011,496 | 2.4% |
- As of 2025, Vos beneficially owned 1,011,496 shares; no disclosure of pledging was identified in the proxies reviewed .
Employment Terms
- Term and Role: President & CIO through Dec 31, 2025; automatic one‑year renewals unless 60 days’ notice by either party .
- Annual Bonus: Target $300,000; KPIs set annually by Compensation Committee; must be employed at payout date .
- Equity Grants: Signing RSUs (300k), Year One RSUs (360k, 2024), Year Two RSUs (360k, 2025), Year One PSUs (300k, $7.50 VWAP), Year Two PSUs (300k, $10.00 VWAP); service and market conditions apply .
- Severance (no CIC): If terminated without Cause or for Good Reason—12 months base salary continuation (offset by earnings from new engagement), pro‑rata bonus for year of termination, COBRA reimbursement up to 12 months, immediate grant of any ungranted 2025 RSU/PSU awards, 100% vesting of unvested RSUs, PSUs deemed service‑met and remain eligible for performance achievement for 90 days post termination .
- Change‑in‑Control (CIC): If CIC occurs before 2025 grants, Year Two RSU/PSU are granted immediately prior to CIC; if acquirer price meets PSU VWAP levels, market condition deemed satisfied. For CIC termination (within 3 months prior to or 12 months post CIC), RSUs 100% vest upon CIC; PSUs vest based on deemed service satisfaction and acquirer price, linearly interpolated between attainment levels .
- Clawback: If terminated for Cause, company may recoup vested equity under applicable Clawback Policy .
- Non‑Solicit: 24‑month post‑termination restriction on soliciting employees/contractors; general solicitation not targeted at company allowed .
Performance & Track Record
- Cost and Profitability: OPEX −11% YoY and fixed costs −18% in Q3 2025; positive adjusted EBITDA quarters cited, reflecting cost structure improvements .
- Technology Execution: Implemented AI‑curated personalized selections and UX enhancements around returns/store credit to reduce friction and improve conversion .
- Brand & Engagement: Grew loyalty membership and engagement; uplift in AOV and social metrics (e.g., TikTok views +46% QoQ in Q3 2025) per management commentary .
Compensation Structure Analysis
- Shift toward equity: 2024 total comp driven by stock awards ($1.877M accounting fair value) vs cash salary ($521k), with no cash bonus paid—indicative of higher at‑risk equity mix despite missed cash KPI targets .
- PSU hurdles tightened: Year Two PSU requires 10‑Day VWAP ≥ $10; additional 20,000 PSUs in 2025 have a significantly higher post‑split VWAP hurdle of $150, aligning upside with shareholders if price appreciation materializes .
- Discretion avoided: 2024 bonus plan paid $0 after targets not achieved (net revenue and Adjusted EBITDA), supporting pay‑for‑performance discipline .
Multi‑Year Compensation (Reported and Realized)
| Metric | 2023 | 2024 |
|---|---|---|
| Reported Salary ($) | 470,000 | 521,338 |
| Reported Stock Awards (Grant‑Date FV, $) | — | 1,877,400 |
| Reported Total ($) | 483,200 | 2,412,538 |
| Realized RSU Income (W‑2, $) | 576,079 | 875,385 |
Vesting Schedules and Insider Selling Pressure
- Quarterly RSU vesting cadence (2025: Mar/Jun/Sep/Dec, 90k each from Year Two RSUs plus 25k signing tranches) can create steady supply of vested shares, potentially elevating near‑term selling pressure versus PSU‑driven long‑term alignment; actual dispositions depend on blackout windows and personal decisions .
Equity Ownership & Alignment Policies
- No specific executive stock ownership guidelines were disclosed for LVLU in the proxies reviewed; beneficial ownership shows Vos’ increasing stake through 2025 .
Investment Implications
- Alignment: Large, time‑based RSU grants plus PSU hurdles (VWAP thresholds and CIC constructs) tie upside to share price and service, with CIC mechanics ensuring PSUs reflect deal pricing—favorable for shareholder alignment if thresholds are met .
- Near‑term supply: 2025 quarterly RSU vesting (180k per quarter combined signing/year‑two) may contribute to incremental float; monitor Form 4s for selling patterns and blackout constraints .
- Retention: Term through Dec 31, 2025 with auto‑renewal and robust severance/CIC protections reduce retention risk; 24‑month non‑solicit further protects talent continuity .
- Execution risk: Despite cost improvements and positive adjusted EBITDA quarters, LVLU posted 2024 net losses; sustaining margin gains hinges on merchandising, tariff mitigation, and tech‑enabled conversion gains led by Vos .