Christopher DelOrefice
Ulta BeautyAbout Christopher DelOrefice
Christopher DelOrefice, age 54, was appointed Chief Financial Officer and principal financial/accounting officer of Ulta Beauty effective December 5, 2025. He previously served as EVP & CFO of Becton Dickinson since September 2021 and held senior finance leadership roles at Johnson & Johnson, including VP, Investor Relations (Aug 2018–Sep 2021). He holds a B.S. in Accounting and an MBA from Villanova and is a Certified Public Accountant (inactive). Ulta’s executive compensation is tightly linked to profitability and growth via Incentive EBT for annual bonuses and PBS awards tied to two-year revenue and EBT growth with a three-year TSR modifier, aligning pay with TSR, revenue growth, and profitability outcomes .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Becton Dickinson & Company | Executive Vice President & Chief Financial Officer | Sep 2021–Dec 2025 | Led global finance and operations for a public medtech company; described by Ulta as delivering leading financial performance and enterprise transformation . |
| Johnson & Johnson | Vice President, Investor Relations | Aug 2018–Sep 2021 | Senior capital markets interface; prior finance CFO roles for NA Hospital Medical Devices and NA Consumer; broad finance leadership across segments . |
| AstraZeneca Pharmaceuticals; AET Films, Inc.; Ametek, Inc. | Finance, accounting, global audit, supply chain finance roles | Not disclosed | Early career leadership roles in accounting, reporting, audit, and supply chain finance . |
External Roles
| Organization | Role | Years |
|---|---|---|
| ResMed Inc. | Director; Audit Committee Chair | Not disclosed |
Fixed Compensation
| Component | Amount/Term | Effective/Grant Timing |
|---|---|---|
| Base Salary | $980,000 per year | Effective upon appointment (Dec 5, 2025) . |
| Sign-on Cash | $1,000,000 (subject to repayment if voluntary termination or termination for cause during first year) | Paid at start; clawback applies in first year . |
| Relocation Reimbursement | Company reimburses travel/other expenses related to relocation to greater Chicago area for 12 months after start date | 12 months post-start . |
| Attorneys’ Fees | Up to $20,000 reimbursed for reasonable attorneys’ fees related to employment offer | One-time . |
Performance Compensation
Annual Incentive (AIP)
| Metric | Weighting | Target Opportunity | Maximum | Payout Curve (Corporate Program) | Notes |
|---|---|---|---|---|---|
| Incentive EBT (Company-wide) | 100% | 125% of base salary starting FY2026 | 200% of target | Threshold at 87% of target → 40% payout; Target 100% → 100% payout; Maximum 110% → 200% payout | AIP uses Incentive EBT with Committee-approved adjustments; ULTA policy sets goal ranges and uses negative discretion as needed . |
Long-Term Incentive – CFO Specific 2026 Grant
| Vehicle | Target Value Mix | Vesting | Terms |
|---|---|---|---|
| Restricted Stock Units (RSUs) | 50% of 2026 LTI target (overall LTI target = 450% of base salary) | Cliff vest on March 15, 2029 | Annual grant cadence; approved by Compensation Committee . |
| Stock Options | 50% of 2026 LTI target | Ratable annual vesting over four years beginning March 15, 2027; 10-year term typical under plan | Exercise price set at fair market value on grant date . |
Long-Term Incentive – Company Program Design (for NEOs generally)
| Vehicle | Target Value Mix | Performance Metrics | Vesting/Modifiers |
|---|---|---|---|
| Performance-Based Shares (PBSs) | 50% of award value | Two-year cumulative revenue and two-year cumulative EBT (each 50% weighting) | Subject to three-year TSR modifier; earned after 2-year performance, delivered after third year of time vesting; modifier can cap payout at target if TSR decreases by ≥10% or ensure target if TSR ≥10% but financial targets not met . |
| Stock Options | 30% of award value | Stock price appreciation | Ratable annual vesting over four years; 10-year term . |
| RSUs | 20% of award value | Time-based retention | Three-year cliff vesting . |
Sign-on Equity (Make-Whole)
| Grant Type | Grant Value | Vesting | Timing/Conditions |
|---|---|---|---|
| RSUs | $1,100,000 | Vest on first anniversary of grant date | Expected grant in December 2025; subject to continued employment on grant date . |
| RSUs | $2,200,000 | Vest on second anniversary of grant date | Expected grant in December 2025; subject to continued employment on grant date . |
Equity Ownership & Alignment
- Stock Ownership Guidelines: Other NEOs must hold at least 3x base salary; executives must retain at least 50% of net after-tax shares until meeting guideline; executives have five years from becoming a Chief Officer to meet guidelines .
- Hedging/Pledging: Hedging, derivatives, margin accounts, and pledging Company stock are prohibited for executives and directors .
- Clawback Policy: Mandatory recovery of incentive compensation for financial restatements per Nasdaq Rule 10D-1; discretionary recovery for fraud/misconduct, Code violations, or breaches of restrictive covenants; applies to cash and equity incentives, including gains on exercise/sale .
- Grant Timing Policy: Annual LTIP grants generally occur in open trading windows following earnings/10-K filing to avoid any appearance of timing manipulation; all grants approved in advance by Compensation Committee .
Employment Terms
| Provision | Term/Multiple | Trigger/Notes |
|---|---|---|
| Position & Effective Date | CFO, principal financial and accounting officer | Effective Dec 5, 2025 . |
| Non-Compete/Non-Solicitation | 12 months following termination | As part of Confidential Information and Protective Covenant Agreement . |
| Severance (non-CIC) | Eligible for benefits commensurate with job level under policy then in effect | Requires execution of effective release of claims . |
| Change-in-Control (CIC) Severance | 2.0x (CEO 3.0x) of salary + bonus (best of alternatives) | Double-trigger; includes pro-rated annual bonus (actual performance), COBRA premiums up to 18 months, accelerated vesting of time-based equity; performance-based equity vests at greater of target or actual-to-date subject to TSR modifier; “best-net” cut to optimize after-tax outcome relative to excise tax . |
Performance & Track Record
- Ulta commentary highlights DelOrefice’s experience “delivering leading financial performance” and transformation for public companies; he will support Ulta’s “Unleashed” strategy to drive profitable growth and shareholder value .
- Prior leadership roles at BD and J&J indicate deep capital markets, segment CFO, and operations finance expertise .
Compensation Committee and Governance Context
- Pay-for-performance emphasis; no excise tax gross-ups; no repricing/buyouts of underwater options; independent compensation consultant retained; double-trigger CIC; limited perquisites .
- Shareholder Say-on-Pay: ~89% approval at 2024 Annual Meeting, indicating supportive shareholder sentiment for compensation approach .
Risk Indicators & Red Flags
- Hedging/pledging prohibited, reducing misalignment risk .
- No employment agreements with multi-year guaranteed compensation; clawback framework robust .
- 2026 LTI mix for the CFO (RSUs/options only) differs from standard NEO program utilizing PBSs, potentially reducing direct linkage to multi-year revenue/EBT metrics for that grant; however, annual AIP remains tied to Incentive EBT .
Vesting Timeline (Insider Selling Pressure Indicators)
- Dec 2026: Sign-on RSUs ($1.1M) expected to vest one year post-grant (grant expected Dec 2025), creating a potential liquidity event .
- Dec 2027: Sign-on RSUs ($2.2M) expected to vest two years post-grant .
- Mar 15, 2027–Mar 15, 2030: Annual option vesting tranches begin (four-year ratable vesting) .
- Mar 15, 2029: 2026 LTI RSU tranche expected to cliff vest .
- Ownership guidelines require retention of at least 50% of net after-tax shares until 3x salary compliance, moderating selling pressure .
Investment Implications
- Strong alignment: AIP tied solely to Incentive EBT and corporate PBS design tied equally to revenue and EBT with a TSR modifier support pay-for-performance and shareholder value linkage .
- Retention secured near term: Meaningful make-whole RSUs vesting at 12 and 24 months plus multi-year LTI (RSU cliff and four-year options) reduce near-term departure risk; 12-month non-compete/non-solicit further stabilizes tenure .
- Potential sell windows: RSU vesting in Dec 2026/Dec 2027 and March 2029 may create episodic selling pressure, tempered by 50% net-share retention until ownership guideline attainment .
- Governance quality: No hedging/pledging, robust clawback, double-trigger CIC, and no tax gross-ups indicate shareholder-friendly practices; say-on-pay support (~89%) suggests low controversy risk .
- 2026 LTI structure nuance: CFO’s initial LTI mix emphasizes RSUs/options (50/50) rather than PBSs, potentially lowering direct linkage to multi-year operating targets for that grant; monitor subsequent grants for inclusion of PBSs consistent with NEO program design .