Catherine Halligan
Ulta BeautyAbout Catherine A. Halligan
Independent director at Ulta Beauty since 2012 with 20+ years in e-commerce, retail and SaaS, including senior roles at Walmart.com, Williams-Sonoma, Blue Nile, Prophet, and PowerReviews. Age 61 (2025), B.S. in Finance from Northern Illinois University. Core credentials include omnichannel transformation, digital marketing, and strategy; independence affirmed by the Board’s annual determinations .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PowerReviews (acq. by 1WorldSync) | SVP, Sales & Marketing | 2010–2012 | Scaled social commerce network; commercial leadership |
| Walmart/Walmart.com | VP Product Mgmt & Multi-Channel Integration; CMO Walmart.com; VP Market Development, Global eCommerce | 2005–2010 | Led digital growth, marketing, and omnichannel integration |
| Prophet | Associate Partner | 2000–2005 | Strategy advisory across growth, transformation, branding |
| Blue Nile | VP, Direct Marketing | 1999–2000 | Built data-driven growth marketing in e-commerce jewelry |
| Williams-Sonoma | VP, Internet | 1996–1999 | Early e-commerce build-out for premium home retailer |
| Gymboree | VP, Direct Marketing | 1995–1996 | Direct marketing leadership |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Ferguson plc (NYSE: FERG) | Non-executive director | Since 2019 | Audit; Nominating & Governance; Remuneration; Technology Committees |
| Driven Brands (NASDAQ: DRVN) | Director; Chair of Compensation Committee | Since 2020 | Compensation Chair |
| JELD-WEN (NYSE: JELD) | Director | Since 2022 | Not disclosed in ULTA proxy |
| FLIR Systems (acq. by Teledyne 2021) | Director | 2014–2021 | Comp Committee; Audit Committee |
Interlocks/conflicts: Current boards (Ferguson/distribution, Driven Brands/auto services, JELD‑WEN/building products) have limited direct product overlap with beauty retail; no ULTA-related party transactions are indicated in the cited disclosures; ULTA maintains a related-person transaction review policy overseen by the Audit Committee .
Board Governance
- Independence: Non-employee directors, including Halligan, determined independent under Nasdaq and SEC rules .
- Board/committee attendance: In FY2024 the Board met 8 times; no incumbent director attended <75% of Board and committee meetings; all directors attended the 2024 annual meeting .
- Committee assignments and evolution:
- FY2023: Chair, Compensation Committee .
- FY2024/FY2025: Member, Compensation & Nominating & Corporate Governance Committees (Compensation Committee chaired by Gisel Ruiz in FY2024) .
- Committee activity (FY2024): Audit (10 meetings), Compensation (7), Nominating & Corporate Governance (6) .
- Governance practices: Declassified board; majority voting with resignation policy; age limit 75; no supermajority standards; separate independent Chair; executive sessions held .
Fixed Compensation
| Item | FY2023 | FY2024 |
|---|---|---|
| Annual Cash Retainer (policy) | $110,000 (non-employee director); Chair fees: Audit $30k, Comp $30k, N&CG $20k; Non‑Exec Chair $180k | Increased to $125,000 effective June 11, 2024; Chair fees: Audit $40k, Comp $35k, N&CG $25k; Non‑Exec Chair $200k |
| Halligan – Fees Earned in Cash | $140,000 (reflects base + Comp Chair fee) | $130,317 (reflects policy change mid-year; not Chair in FY2024) |
Performance Compensation (Director Equity)
- Structure: Time-based RSUs only; annual director equity retainer designed to align interests (no performance metrics) .
| Item | FY2023 Grant | FY2024 Grant |
|---|---|---|
| Annual Equity Retainer (policy) | $160,000 in RSUs; 397 RSUs granted, vest 6/1/2024 | $175,000 in RSUs; 452 RSUs granted, vest 6/11/2025 |
| Halligan – Stock Awards (Grant Date Fair Value) | $160,321 | $175,236 |
| Halligan – RSUs Outstanding at FY-end | 397 units as of 2/3/2024 | 452 units as of 2/1/2025 |
Other Directorships & Interlocks
| Company | Sector Relevance to ULTA | Potential Conflict Signal |
|---|---|---|
| Ferguson plc | Distribution/building products; minimal overlap with beauty retail | Low |
| Driven Brands | Auto services; no direct overlap | Low |
| JELD-WEN | Building products; no overlap | Low |
| FLIR Systems (former) | Defense/industrial sensors; no overlap | Low |
ULTRA related-party oversight and policy are robust; any related-person transactions must be reviewed by the Audit Committee under a formal policy .
Expertise & Qualifications
- E-commerce/digital, retail operations, and strategy leadership across large retailers and SaaS (Walmart.com CMO; WSM VP Internet; Blue Nile; PowerReviews; Prophet) .
- Board-level compensation governance experience (Compensation Chair at Driven Brands; prior FLIR Compensation Chair) .
- Education: B.S., Northern Illinois University (Finance) .
Equity Ownership
| Measure | Status |
|---|---|
| Beneficial Ownership (ULTA shares) | 2,168 shares as of April 4, 2023 (includes 393 underlying director RSUs) |
| Director RSUs Outstanding | 452 RSUs as of February 1, 2025 (standard annual director grant) |
| Ownership Guidelines | Non-employee directors must hold shares/RSUs equal to 5x annual cash retainer within five years; all directors serving ≥5 years met/exceeded guideline (Halligan joined 2012) |
| Hedging/Pledging | Prohibited for directors; no derivatives, pledging or margin accounts permitted |
Compensation Committee Analysis (context for board effectiveness)
- FY2023: Halligan chaired ULTA’s Compensation Committee; Pay Governance served as independent advisor, providing no other services; Committee reports no conflicts and performs annual risk review of compensation programs .
- FY2024: Chair role transitioned to Gisel Ruiz, with Halligan remaining a member—indicative of planned refresh and workload distribution .
Say‑on‑Pay & Shareholder Feedback
| Year | Say‑on‑Pay Support |
|---|---|
| 2024 Annual Meeting | ~89% approval |
| 2025 Annual Meeting | 89.72% approval |
Sustained high support suggests investor confidence in ULTA’s pay design and compensation committee oversight during and after Halligan’s tenure as chair .
Governance Assessment
- Strengths: Deep e‑commerce/retail expertise; strong external comp-governance credentials; independent status; consistent attendance; robust ownership alignment and anti‑hedging/pledging policy; high say‑on‑pay support during/after her chair tenure .
- Potential watch items: Long tenure (director since 2012) merits ongoing board refresh considerations, though ULTA has implemented declassification, age limits, and active refresh (six new directors in six years) . No related‑party or pledging red flags are indicated in the cited disclosures; director equity is time‑vested RSUs, avoiding performance goal controversies for directors .