Chris Lialios
Ulta BeautyAbout Chris Lialios
Chris Lialios served as Ulta Beauty’s Interim Chief Financial Officer from June 24, 2025 until December 5, 2025, when the company appointed a permanent CFO and he returned to his role as Senior Vice President – Controller . He is 60, a Certified Public Accountant, and has been with Ulta since 1999, progressing through finance roles including assistant controller and SVP – Controller since 2018; he holds a B.S. in Accounting from University of Illinois Chicago and an M.B.A. from Webster University . Company performance context during the period includes FY2024 net sales of $11.3B (+0.8% YoY on a 53-week prior), operating income of $1.6B (13.9% margin), five‑year TSR of 54% and one‑year TSR of −18% as Ulta invested in growth and transformation initiatives .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ulta Beauty | Interim Chief Financial Officer; Principal Financial Officer and Principal Accounting Officer | Jun 24, 2025 – Dec 5, 2025 | Signed SOX certifications on Q2 2025 10‑Q; provided guidance commentary; supported M&A financing (Space NK), share repurchases and updated FY2025 outlook . |
| Ulta Beauty | Senior Vice President – Controller | 2018 – Present | Led financial reporting, internal controls, and accounting policy; long‑tenured finance leader underpinning disclosure controls and ERM processes . |
| Ulta Beauty | Assistant Controller and ascending finance roles | 1999 – 2018 | Led finance transformation and held increasing responsibilities across accounting and finance . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| — | — | — | No public company directorships or external roles disclosed in filings related to Lialios . |
Fixed Compensation
| Element | Value | Effective Dates | Notes |
|---|---|---|---|
| Base Salary (Interim CFO) | $525,000 | Jun 24, 2025 – Dec 5, 2025 | Annualized base salary while serving as Interim CFO . |
| Target Annual Cash Incentive | 100% of base salary | Jun 24, 2025 – Dec 5, 2025 | Company annual incentive program tied to Incentive EBT framework (see Performance Compensation) . |
Performance Compensation
Annual Incentive Program (company framework applicable to executive officers)
| Metric | Weighting | Target Definition | FY2024 Outcome (company-wide) | Payout Curve | Vesting |
|---|---|---|---|---|---|
| Incentive EBT | 100% | Full-year Incentive EBT with committee-defined adjustments; target set at $1.73B for FY2024 | Incentive EBT performance yielded 60.86% of target paid for FY2024 (company-wide) | Threshold 87% → 40%; Target 100% → 100%; Max 110% → 200% | Cash bonus; one-year performance period . |
Long-Term Incentive Plan (company framework for NEOs; mix and mechanics)
| Instrument | Metric(s) | Weighting | Performance Period | TSR Modifier | Vesting |
|---|---|---|---|---|---|
| Performance-Based RSUs (PBS) | Revenue growth; EBT growth | 50% revenue; 50% EBT | Two years (e.g., 2023–2025); independent metric payouts combined | 3-year TSR can cap/elevate payout: paid at target if 3-yr TSR ≤ −10% even if metrics > target, or paid at target if 3‑yr TSR ≥ +10% and metrics < target | Earned PBSs require a third year of service; 2024 grants vest Mar 15, 2027 . |
| Stock Options | Share price appreciation | n/a | n/a | n/a | 4-year ratable vesting; 10-year term; grant at FMV . |
| Time-Based RSUs | Service condition | n/a | n/a | n/a | 3-year cliff vesting; 2024 grants vest Mar 15, 2027 . |
PBS payout calibration example (2023 grants): 2‑yr cumulative revenue target $22.7B and EBT target $3.4B; achieved $22.5B and $3.3B → payout 84% for each metric; vesting in Mar 2026; TSR ≥ +10% can increase to 100% of target .
Equity Ownership & Alignment
| Item | Status | Notes |
|---|---|---|
| Beneficial Ownership (shares) | Not disclosed for Lialios | 2025 proxy lists NEOs/directors; Lialios was not a director/NEO in FY2024; no individual ownership reported for him . |
| Hedging/Pledging | Prohibited | Insider Trading Policy bans hedging/derivatives and pledging/margin accounts for officers and directors . |
| Ownership Guidelines | CEO: 6x salary; Other NEOs: 3x; Chief non‑NEOs: 2x | Executives must retain 50% of net after‑tax shares until guideline met; 5 years to comply; compliance disclosure pertains to those in role ≥5 years . |
| Clawback | Robust, mandatory | SEC/Nasdaq‑compliant recovery of incentive comp for restatements; discretionary recovery for misconduct or restrictive covenant breaches . |
Employment Terms
| Term | Details |
|---|---|
| Appointment & Role | Appointed Interim CFO effective Jun 24, 2025; principal financial and accounting officer; external search launched . |
| Compensation (Interim period) | $525,000 base; 100% target annual bonus . |
| Transition | Returned to SVP – Controller upon CFO appointment effective Dec 5, 2025 . |
| Arrangements/Relationships | No appointment arrangements; no family relationships; no related‑party transactions requiring Item 404(a) disclosure . |
| Granting Policy Context | Equity grants made in open trading windows following earnings/10‑K; options cannot be repriced; no grants near market‑moving filings . |
| CIC & Severance Plan (company policy) | Double‑trigger CIC severance; lump sum equals multiple of salary+bonus (CEO 3.0x, other NEOs 2.0x); pro‑rated bonus; time‑based equity accelerates; 18 months COBRA; PBS vest at greater of target or performance‑to‑date (subject to TSR); “best‑net” cut for 280G excise . |
Performance & Track Record (Q2 FY2025 operational context during Lialios’s interim tenure)
| Metric | Q2 FY2025 / FY2025 Outlook |
|---|---|
| Operating profit | $345M; +4.8% YoY . |
| Operating margin | 12.4% of sales (−50 bps YoY) . |
| Diluted EPS | $5.78 (+9.1% YoY), incl. ~$0.03 tax benefit from stock‑based comp accounting . |
| Cash & equivalents | $243M at quarter end . |
| Short‑term debt | $289M; revolver drawn primarily to support Space NK acquisition . |
| Inventory | ~$2.4B vs ~$2.0B prior year; driven by new brand launches, 62 net new stores, Space NK acquisition . |
| Capex / Depreciation | Capex $77M; Depreciation $71M (+9% YoY) . |
| Share repurchases | 245k shares in quarter; YTD 1.2M shares or $468M; $2.2B remaining under $3.0B authorization . |
| Net sales guidance (FY2025) | $12.0B–$12.1B; comps +2.5%–+3.5% (H2 comps flat to low single digits) . |
| Operating margin (FY/H2) | FY: ~11.9%–12.0%; H2: ~10.7%–10.9% . |
| EPS guidance (FY2025) | $23.85–$24.30; assumes ~24% tax rate and share repurchases . |
| SG&A / Gross margin outlook | SG&A +13%–14% FY, elevated in H2; gross margin deleverage from occupancy/supply chain, offset by lower shrink . |
Investment Implications
- Compensation alignment: Interim CFO cash incentive tied solely to Incentive EBT, consistent with Ulta’s pay‑for‑performance design; LTIP structure for senior executives emphasizes revenue/EBT growth with TSR guardrails, limiting windfalls and supporting long‑term value creation .
- Insider selling pressure: Company policy prohibits hedging/pledging; executives must retain at least 50% of net shares until meeting ownership guidelines, reducing near‑term selling pressure from discretionary sales to meet guidelines; no individual ownership disclosure for Lialios to assess additional pressure .
- Retention/transition: Lialios’s interim tenure bridged a CFO transition with clean SOX certifications and detailed outlook commentary; returning to SVP – Controller reduces succession risk at the principal finance function following the appointment of a permanent CFO .
- Change‑of‑control economics and governance: Double‑trigger CIC, clawbacks, no option repricing, and best‑net cut provisions point to shareholder‑aligned governance and disciplined incentive risk management for executive officers .