Catherine Dunleavy
About Catherine Dunleavy
Catherine Dunleavy, 55, is Chief Operating Officer and Chief Financial Officer of Olaplex, appointed effective August 13, 2024. She holds a B.S. in Electrical Engineering (University of Kentucky) and a Master’s in Environmental Engineering (University of Tennessee) and previously held senior finance and operating roles at Away (President; CFO), Nike (Divisional CFO), Comcast/NBCUniversal (including CFO, Cable Entertainment Group; EVP, Content Distribution), and began her career at GE . During 1H25 under her CFO/COO tenure, management reported net sales of $203M (approximately flat YoY), adjusted EBITDA margin of 24.7%, cash of ~$289M, debt of ~$352M, and a $300M debt paydown projected to save ~$20M annual interest; FY25 guidance targeted net sales -3% to +2% vs FY24, adjusted gross margin 70.5%-71.5%, and adjusted EBITDA margin 20%-22% .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Away | President | Nov 2022 – May 2024 | Led operations and commercial execution for travel lifestyle brand . |
| Away | Chief Financial Officer | Oct 2020 – Nov 2022 | Built finance and controls through scaling phase . |
| Nike | Divisional Chief Financial Officer | Apr 2017 – Oct 2020 | P&L oversight and investment prioritization within division . |
| Comcast/NBCUniversal | Various incl. CFO, Cable Entertainment Group; EVP, Content Distribution | ~2001 – 2017 (16 years) | Content distribution economics, affiliate revenue strategy, financial leadership . |
| General Electric | Early career | N/A | Foundational finance/operations experience . |
Fixed Compensation
| Year | Base Salary (annual rate) | Salary Paid | Target Bonus % of Salary | Target Bonus ($) | Actual Bonus – Performance (NEIP) | Discretionary Bonus | Total FY Bonus Paid |
|---|---|---|---|---|---|---|---|
| 2024 | $675,000 | $257,019 | 50% | $337,500 (annualized) | $59,548 | $68,123 | $127,671 (pro‑rated actual) |
Notes:
- FY24 annual cash bonus design: 2/3 weight Net Sales, 1/3 weight Adjusted EBITDA; company performance at 46% of target yielded payouts plus a discretionary top-up of 14% of target to reach 60% of target for all eligible employees, with an additional $50,000 discretionary supplement to Dunleavy recognizing contributions .
Performance Compensation
| Component | Metric | Weight | FY24 Target | FY24 Actual | Payout vs Target | Vesting/Payment |
|---|---|---|---|---|---|---|
| Annual Cash Bonus | Net Sales | 2/3 | $449–$467M pays 100%; scale 25% at $412M; 125% at $479M | $423M | 46% aggregate company factor before discretionary overlay | Paid in cash FY25 after year-end |
| Annual Cash Bonus | Adjusted EBITDA | 1/3 | $150–$160M pays 100%; scale 25% at $127M; 125% at $166M | $130M | 46% aggregate company factor before discretionary overlay | Paid in cash FY25 after year-end |
| Discretionary overlay | Companywide add-on | — | — | +14% of target to reach 60% total payout | +14% of target | Paid in cash |
| One-time discretionary | Individual | — | — | $50,000 | Fixed amount | Paid in cash |
Equity Awards (New-Hire Grants)
| Grant Date | Award Type | Shares/Units | Grant-Date Fair Value | Vesting Terms | Change-of-Control (CoC) Terms |
|---|---|---|---|---|---|
| 2024-08-13 | RSUs (aggregate) | 1,075,269 | $2,000,000 | 25% on each of 8/13/2025, 8/13/2026, 8/13/2027, 8/13/2028, subject to continued service | 268,817 RSUs (the ~$500k portion) accelerate 100% on CoC, single-trigger, subject to service through CoC |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (4/9/2025) | None reported (— shares; —%) as of the ownership table cut-off; unvested RSUs do not count as beneficial ownership until settlement . |
| Unvested RSUs (12/31/2024) | 1,075,269 units; market value $1,860,215 at 12/31/2024 close . |
| Vested vs unvested | As of 12/31/2024, 0 vested; 1,075,269 unvested . |
| Pledging/Hedging | Prohibited by Insider Trading Policy (no hedging; no pledging/margin) . |
| Stock ownership guidelines | Executive officers: 3x total target annual cash compensation in vested equity; new execs must comply within 5 years of designation (for Dunleavy, within 5 years of 2024 appointment) . |
| Retention/settlement cadence | Annual RSU vestings expected each Aug 13 from 2025–2028 subject to service; observe potential selling pressure around vest dates . |
Employment Terms
| Term | Key economics |
|---|---|
| Start date / Role | Effective August 13, 2024; Chief Operating Officer and Chief Financial Officer . |
| Base/Bonus eligibility | Base salary $675,000; target annual bonus 50% of salary (pro-rated in 2024) . |
| Severance (without cause / good reason) | 12 months base salary continuation (=$675,000 at 12/31/24), 12 months COBRA subsidy (~$34,125 at 12/31/24), and any earned but unpaid prior-year bonus; subject to release and restrictive covenant compliance . |
| Death/Disability | Prior-year earned bonus (if any) . |
| Change-of-control | 100% acceleration only on the ~$500k RSU award portion (268,817 units) upon CoC; other RSUs follow time-based vesting; must be employed through CoC . |
| Restrictive covenants | Non-compete and non-solicit for 24 months post-termination; perpetual confidentiality/IP assignment . |
| Clawbacks | SEC-compliant recoupment policy; discretionary clawback for detrimental conduct covers VP+ employees . |
| Perquisites | Up to $10,000 legal fee reimbursement for offer letter/equity documentation . |
Compensation Committee, Peer Group, and Say-on-Pay
- Compensation Committee: Tricia Glynn (Chair), John P. Bilbrey, David Mussafer; operates under a written charter .
- Peer group used for FY2024 pay setting includes personal care/consumer names such as e.l.f. Beauty, Inter Parfums, Coty, Edgewell, YETI, FIGS, Warby Parker, etc.; Olaplex TTM revenue at 23rd percentile and market cap at 55th percentile of the group as of the October 13, 2023 measurement date .
- 2025 Say-on-Pay results: For 607,634,525; Against 6,017,775; Abstain 668,994; Broker non-votes 15,814,276 .
Performance & Execution Notes (context)
- Management commentary (Sep 2, 2025): 1H25 net sales $203M (~flat YoY), adjusted EBITDA margin 24.7%; cash $289M, debt $352M; $300M debt paydown expected to save ~$20M annually; FY25 net sales guide -3% to +2% vs FY24; adjusted EBITDA margin 20%–22% .
- This reflects a tilt toward balance sheet optimization and disciplined investment cadence in marketing/innovation .
Investment Implications
- Pay-for-performance calibration: Annual bonus formulas tied 2/3 to Net Sales and 1/3 to Adjusted EBITDA with clear payout curves; FY24 paid at 60% of target (including discretionary 14%) amid challenged topline/EBITDA—supportive of retention but investors should monitor future use of discretion and hurdle stringency .
- Equity alignment and overhang: New-hire equity is entirely RSUs (no options), lowering risk tolerance vs options; single-trigger CoC acceleration on ~$500k RSU tranche is shareholder-unfriendly relative to double-trigger norms—flag for governance review .
- Retention risk vs selling pressure: 4-year annual vesting (Aug 13, 2025–2028) creates predictable settlement windows that could introduce periodic liquidity/selling pressure; beneficial ownership table shows no vested holdings as of Apr 2025, so skin-in-the-game grows as RSUs vest .
- Downside protections and rigor: Severance is modest at 1x salary plus COBRA and prior-year earned bonus only (no cash CoC multiple), coupled with 24-month non-compete—reasonable guardrails that limit parachute risk .
- Governance positives: Robust clawback policies, strict anti-hedging/pledging, stock ownership guidelines (3x target cash comp for executive officers with a five-year compliance window) strengthen alignment over time .
Appendix – Key Disclosures and Tables
FY2024 Annual Cash Bonus Grid (Company-Level)
| Metric | Threshold | 50% | 75% | Target | 125% | 130% |
|---|---|---|---|---|---|---|
| Net Sales (in $M) | 412 = 25% | 424 = 50% | 437 = 75% | 449–467 = 100% | 479 = 125% | 481 = 130% |
| Adjusted EBITDA (in $M) | 127 = 25% | 135 = 50% | 142 = 75% | 150–160 = 100% | 166 = 125% | 167 = 130% |
Named Executive Officer Compensation (FY2024 – Dunleavy)
| Component | Amount |
|---|---|
| Salary | $257,019 |
| Bonus (discretionary) | $68,123 |
| Non-Equity Incentive Plan Compensation | $59,548 |
| Stock Awards (grant-date fair value) | $2,000,000 |
| All Other Compensation (legal fee reimbursement) | $10,000 |
| Total | $2,394,690 |
Equity Awards Outstanding (12/31/2024)
| Name | Unvested RSUs (#) | Market value at 12/31/2024 close |
|---|---|---|
| Catherine Dunleavy | 1,075,269 | $1,860,215 |
Beneficial Ownership (as of 4/9/2025)
| Name | Number of Shares | Percentage |
|---|---|---|
| Catherine Dunleavy | — | — |
Stock Ownership/Conduct Policies
- Stock ownership guidelines: CEO 5x; other executive officers 3x total target annual cash compensation; 5-year compliance window; retention requirement of 67% of net shares until in compliance .
- Anti-hedging/anti-pledging: Prohibited .
- Clawbacks: SEC-compliant mandatory recoupment and a discretionary clawback for detrimental conduct .
All information above is drawn from Olaplex’s 2025 DEF 14A, 8-Ks, and management transcripts. See cited sources for full context.