David Mussafer
About David Mussafer
David M. Mussafer (age 61) is a Class II director of Olaplex Holdings, Inc., serving since August 2021. He is Chairman and Managing Partner of Advent International, L.P. (joined in 1990) and previously worked at Chemical Bank (1985–1988). He holds a B.S.M. from Tulane University (cum laude) and an M.B.A. from the Wharton School of the University of Pennsylvania . His current Class II term expires in 2026 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Advent International, L.P. | Chairman & Managing Partner; led/co-led 37 buyouts | 1990–present | Private equity leader; significant influence on Advent Funds that own ~75% of OLPX |
| Chemical Bank | Professional roles | 1985–1988 | Finance experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| lululemon athletica inc. | Director | Current | OLPX interlocks: OLPX directors Martha Morfitt (Chair of LULU board) and Emily White also serve on LULU’s board |
| Fisher Investments | Director | Current | Current directorship |
| First Watch Restaurant Group, Inc. | Director | 2019–2021 | Former directorship |
Board Governance
- Committee assignments: Member, Compensation Committee (committee members: Tricia Glynn, Chair; John P. Bilbrey; David Mussafer) .
- Attendance: The board met 4 times in FY2024; no director attended fewer than 75% of aggregate board and committee meetings during periods served .
- Independence/controlled company: OLPX is a “controlled company” under Nasdaq rules; Advent Funds hold ~75% voting power. OLPX relies on exemptions so a majority-independent board and fully independent Compensation and Nominating committees are not required; Audit Committee meets independence requirements .
- Leadership: Executive Chair (John P. Bilbrey); Lead Director (Tricia Glynn, Advent) .
- Compensation Committee interlocks: Company discloses no compensation committee interlocks with OLPX executive officers .
- Executive sessions and evaluations: Non-employee directors hold executive sessions; annual board and committee self-evaluations conducted under committee charters .
Fixed Compensation (Director)
| Component | 2024 Amount | Detail |
|---|---|---|
| Cash fees | $110,000 | Base director retainer plus committee membership retainers per policy ($100,000 annual base; +$10,000 for Compensation Committee member) |
| Equity (RSUs grant-date value) | $150,000 | Annual RSU grant under director policy; vests on first anniversary of grant |
| Total | $260,000 | FY2024 reported director compensation |
| RSUs outstanding at 12/31/2024 (units) | 76,142 | Eligible to vest in full on July 16, 2025, subject to continued service |
| Stock options outstanding | — | No options listed for Mussafer in FY2024 director option table |
Policy reference (context):
- Standard director cash retainers: $100,000; Audit Committee member $15,000 ($30,000 Chair); Compensation Committee member $10,000 ($20,000 Chair); Nominating Committee member $10,000 ($15,000 Chair); Lead Director $120,000; Board Chair $150,000. Annual director RSUs: ~$150,000 (Board Chair ~$250,000) vesting in one year .
Performance Compensation
- Structure: Director equity awards are time-based RSUs vesting on the first anniversary of grant; no performance-vesting metrics are disclosed for non-employee directors .
- Options: Where granted historically to some directors, director options fully accelerate upon a change of control; Mussafer had no options outstanding as of 12/31/2024 .
| Performance Metric | Weight | Threshold | Target | Max | Result/Notes |
|---|---|---|---|---|---|
| Director equity performance metrics | N/A | — | — | — | None disclosed; RSUs vest time-based |
Other Directorships & Interlocks
| Entity | Type | Nature of Interlock / Potential Information Flow |
|---|---|---|
| lululemon athletica inc. | Public company | OLPX directors Mussafer (director), Martha Morfitt (Chair), and Emily White (director) also serve on LULU’s board, creating multi-director interlocks that may facilitate information flow across boards |
| Fisher Investments | Private investment firm | Mussafer is a director |
Note: OLPX discloses no related-party transactions involving lululemon; the only named related-party operating transaction in 2024 is with Pacvue Corporation (Advent-affiliated funds own >10%) for $0.3 million of digital media services .
Expertise & Qualifications
- Skills matrix: Retail Industry; Service on Other Public Company Boards; International Markets; Strategy; Senior Leadership; Finance/Accounting .
- Board rationale: Provides insights into board processes/operations and board–stockholder relations; extensive PE and governance experience .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficially owned shares (direct/indirect) | 62,257 | Reported beneficial ownership; less than 1% |
| % of shares outstanding | ~0.009% | 62,257 / 665,757,390 shares outstanding as of 4/21/2025 |
| RSUs outstanding (12/31/2024) | 76,142 | Eligible to vest 7/16/2025, subject to service |
| Options outstanding | — | None listed for Mussafer in 2024 table |
| Pledged/hedged shares | Not disclosed; hedging/pledging prohibited | Company policy bans hedging and pledging for directors |
| Ownership guidelines | Not applicable to Advent-affiliated directors | Stock ownership guidelines exclude directors affiliated with Advent |
Related-Party Exposure and Conflicts
- Control and influence: Advent Funds own ~75.0% of OLPX; Advent International, L.P. manages Advent International GPE IX entities; investment decisions for Advent Funds are made by individuals including David M. Mussafer, indicating potential conflicts as he sits on OLPX’s board and Compensation Committee while representing the controlling shareholder .
- Controlled company exemptions: OLPX relies on Nasdaq “controlled company” exemptions; Compensation and Nominating committees need not be fully independent—relevant given Advent-affiliated membership (including Mussafer) .
- Related-party transactions: 2024 payments to Pacvue Corporation, an e-commerce partner in which Advent-affiliated funds hold >10% equity: $0.3 million (arm’s-length terms) .
- Registration Rights & TRA: Advent and other pre-IPO holders have registration rights; pre-IPO holders (including certain equity award holders) benefit from a Tax Receivable Agreement with expected future payments aggregating $189.3 million through 2041; $12.8 million paid in 2024 .
Say-on-Pay & Shareholder Feedback (context)
- 2023 say-on-pay support: Over 91% of votes cast supported the prior year’s executive compensation program .
- Clawbacks and anti-hedging: OLPX maintains an SEC-compliant clawback and a broader discretionary clawback; hedging and pledging of company stock are prohibited .
Governance Assessment
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Strengths
- Attendance at/above 75% threshold; active committee participation .
- Robust policies: anti-hedging/pledging, clawbacks, director equity standardized and primarily in stock (alignment) .
- Skills fit board needs (strategy, finance, retail) and brings extensive PE governance experience .
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Key Risks / RED FLAGS
- Controlling shareholder influence: Advent holds ~75% voting power; Mussafer is Advent’s Chairman & Managing Partner and is named among individuals making investment decisions for Advent Funds—heightened conflict risk .
- Compensation Committee composition: Not required to be fully independent under controlled company status; Advent-affiliated directors, including Mussafer, help set compensation for management and directors, raising independence concerns .
- Related-party exposure: Pacvue spend with an Advent-affiliated portfolio company ($0.3 million in 2024); continuing Registration Rights and substantial TRA obligations to pre-IPO holders .
- Interlocks: Multiple OLPX directors concurrently on lululemon’s board (Morfitt, Mussafer, Emily White), increasing cross-board information flow and potential conflicts if counterparties overlap in the future .
-
Alignment/Ownership
- Personal stake is modest at 62,257 shares (~0.009% of common) with additional unvested RSUs; Advent-affiliated directors are excluded from OLPX’s stock ownership guidelines, limiting formal ownership requirements for him personally .
-
Overall Implication
- Mussafer brings deep strategic and transactional expertise, but his dual role as Advent’s leader and OLPX director (and Compensation Committee member) in a controlled company structure concentrates influence and presents ongoing conflict optics that investors should monitor—particularly around compensation decisions, related-party dealings, and capital markets actions tied to Advent’s liquidity needs .