George Mrkonic
Ulta BeautyAbout George R. Mrkonic
Independent director at Ulta Beauty since 2015; age 72. He chairs the Nominating & Corporate Governance Committee and serves on the Compensation Committee, with confirmed independence under NASDAQ and SEC standards . Prior senior operating roles in retail and manufacturing and extensive board experience underpin his governance, strategy, and finance credentials; education includes B.A. and M.A. from Stanford and an M.B.A. from Harvard .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Borders Group, Inc. | Director; Vice Chairperson; President | 1994–2004; 1994–2002; 1994–1997 | Senior leadership in large-format retail; strategy execution |
| Kmart Specialty Retailing Group | President | 1990–1994 | Led specialty retail portfolio within Kmart |
| EyeLab, Inc. (Cole National) | President | 1987–1989 | Specialty retail operations leadership |
| Herman’s World of Sporting Goods | President & CEO; CFO | 1986–1987; 1981–1986 | P&L leadership; capital allocation and internal audit oversight |
| W.R. Grace & Co. | CFO, Jewelry & Sporting Goods Division; Director, FP&A | 1981; 1980–1981 | Corporate finance and planning |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| AutoZone, Inc. (NYSE: AZO) | Director | Since 2006 | Current public company directorship |
| Brinker International (NYSE: EAT) | Director | 2003–2021 | Prior public company |
| Syntel, Inc. (acquired by Atos) | Director | 1997–2007; 2009–2016 | Prior public company (tech services) |
| Pacific Sunwear of California | Director | 2008–2015 | Prior public company (retail) |
| Nashua Corporation | Director | 2002–2009 | Prior public company |
| Guitar Center, Inc. | Director | 2002–2007 | Prior public company |
| Galyan’s Trading Company | Director | 1995–2005 | Prior public company |
| Champion Enterprises, Inc. | Director | 1992–2003 | Prior public company |
| CheapTickets | Director | 1992–2002 | Prior public company |
| Follett Corporation | Director | 2016–2022 | Prior private company |
| Maru Group | Director | 2016–2022 | Prior private company |
| Paperchase Products Limited | Director | 2005–2017 | Prior UK retail |
| Gordon Brothers Advisory Board | Advisory Board | 2009–2018 | Prior advisory role |
Board Governance
- Committee assignments: Chair, Nominating & Corporate Governance; Member, Compensation .
- Independence: All non-employee directors (including Mrkonic) determined independent; all committee members meet NASDAQ/SEC independence standards .
- Attendance: Board met 8 times in fiscal 2024; no incumbent director attended <75% of aggregate Board+committee meetings; all directors attended the 2024 Annual Meeting .
- Committee activity: Nominating & Corporate Governance Committee met 6 times; Compensation Committee met 7 times in fiscal 2024 .
- Leadership structure: Independent non-executive Chair; executive sessions held several times a year .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Fees Earned in Cash (Fiscal 2024) | $142,913 | Paid pro rata quarterly; includes committee chair/member retainers |
| Stock Awards (Fiscal 2024) | $175,236 | Annual RSU grant; grant-date fair value (ASC 718) |
| RSUs Outstanding (as of Feb 1, 2025) | 452 units | Annual equity retainer in RSUs; rounded up to whole shares |
| Cash Retainer Schedule | Non-Employee Director: $110,000 → $125,000; N&CG Chair: $20,000 → $25,000 | Increases approved June 2024; effective after June 11, 2024 |
Performance Compensation
- Ulta non-employee directors receive fixed-value RSUs; performance metrics are not applied to director equity grants .
- Oversight as Compensation Committee member: Mrkonic oversees executive performance-based pay structure. Key metrics are EBT and revenue for PBSs, with a 3-year TSR modifier; annual bonuses tied to full-year EBT .
| Metric | Threshold | Target | Maximum | FY24 Design Outcomes |
|---|---|---|---|---|
| Annual Incentive EBT (Company-wide) | 87% of target → 40% payout | 100% → 100% payout | 110% → 200% payout | FY24 Incentive EBT $1.59B; payout 60.86% of target |
| PBS Revenue (50% weight) | 95% → 50% payout | 100% → 100% | 105% → 200% | FY23–FY25 two-year target $22.7B; achieved $22.5B → 84% payout component |
| PBS EBT (50% weight) | 85% → 50% payout | 100% → 100% | 110% → 200% | Two-year EBT target $3.4B; achieved $3.3B → 84% payout component |
| TSR Modifier | If 3-year TSR ≤ -10%, cap at target; if ≥ +10% and revenue/EBT below target, pay at target | Applied to PBS vesting | Applied to PBS vesting | Structure defined; applied to PBS cycles |
Other Directorships & Interlocks
| Company | Relation to ULTA | Potential Conflict |
|---|---|---|
| AutoZone, Inc. (AZO) | Unrelated sector (automotive retail); no ULTA-disclosed transactions | None disclosed; ULTA reported no related person transactions in fiscal 2024 |
| Prior boards (EAT, Syntel, etc.) | Historical roles; no current ULTA disclosures of transactions | None disclosed |
- Overboarding limits: ULTA guidelines limit directors to ≤3 other public company boards; Mrkonic currently serves on one (AZO), within policy .
Expertise & Qualifications
- Governance: Extensive public board experience in North America and UK retail companies .
- Strategy: Senior roles overseeing strategy for large national retailers .
- Finance: Former CFO responsibilities (financial reporting, capital allocation, internal audit) .
Equity Ownership
| Holder | Beneficial Shares | % of Outstanding | RSUs Included | Notes |
|---|---|---|---|---|
| George R. Mrkonic | 2,452 | <1% | 452 RSUs | Beneficial ownership as of April 14, 2025; RSUs vest June 11, 2025 |
| Policy | Share ownership guideline | 5x annual cash retainer | Compliance | All non-employee directors ≥5 years met/exceeded guidelines as of Feb 1, 2025 |
| Hedging/Pledging | Prohibited | — | — | No hedging/derivatives; no pledging or margin accounts allowed |
Governance Assessment
- Strengths: Independent director with deep retail governance and finance expertise; chairs the Nominating & Corporate Governance Committee and serves on the Compensation Committee, supporting board refreshment, ESG oversight, and pay-for-performance rigor .
- Attendance/Engagement: Solid engagement—no incumbent director under 75% attendance; Board met 8 times; relevant committees active (N&CG: 6; Comp: 7) .
- Alignment: Director compensation balanced with cash + RSUs; meaningful equity ownership; compliance with 5x retainer guideline; hedging/pledging prohibited .
- Shareholder signals: Say-on-pay approval ~89% in 2024; independent compensation consultant (Pay Governance) engaged; no consultant conflicts .
- Conflicts: ULTA reports no related person transactions in fiscal 2024; independence maintained across committees .
- RED FLAGS / Watch items: Age 72—board’s age limit is 75 (exceptions possible), suggesting potential refreshment considerations over the next cycles . One-year TSR was -18% reflecting a tougher environment, though 5-year TSR was +54%—Comp Committee structure (EBT revenue + TSR modifier) may be scrutinized for calibration in downcycles .
Compensation Committee Analysis (context for oversight)
- Committee composition: Ruiz (Chair), Collins, Halligan, Mrkonic; 7 meetings in fiscal 2024; all independent .
- Independent consultant: Pay Governance engaged solely by Committee; no conflicts; remit includes program design and benchmarking .
- Peer group: Retail and consumer peers used for benchmarking (e.g., AutoZone, O’Reilly, Ross, Lululemon, Williams-Sonoma, Tractor Supply, PVH) .
- Policies: Double-trigger CIC for executives; robust clawback policy (SEC/Nasdaq-compliant) extending to misconduct and restrictive covenant breaches .
Related Party Transactions
- Policy: Audit Committee pre-approval required; defined “related person transactions” threshold $120,000; disclosure protocol established .
- Fiscal 2024 status: No related person transactions reported .
Say-On-Pay & Shareholder Feedback
- 2024 say-on-pay approval: ~89% .
- Engagement: Ongoing stockholder outreach on compensation, governance, ESG; Board has adopted proxy access and majority vote with resignation policy .
Expertise & Qualifications (Education)
- Education: B.A., M.A. (Stanford); M.B.A. (Harvard) .