Gisel Ruiz
Ulta BeautyAbout Gisel Ruiz
Independent director at Ulta Beauty since 2022; age 54 as of the 2025 proxy. Ruiz brings over 26 years of retail leadership experience at Walmart and Sam’s Club, with deep expertise across operations, human capital, in-store innovation, sustainability, and international governance; she holds a B.S. from Santa Clara University .
Past Roles
| Organization | Role | Tenure | Scope/Impact |
|---|---|---|---|
| Sam’s Club (Walmart division) | EVP, Chief Operations Officer | 2017–2019 | Oversaw operations, real estate, territory sales, food service operations, and in-store innovation for ~$65B warehouse club business . |
| Walmart U.S. | EVP, Chief Operating Officer | 2012–2014 | Oversight of >4,100 U.S. stores, ~1.3M employees; P&L responsibility for ~$279B revenue . |
| Walmart U.S. | EVP, Chief People Officer | 2010–2012 | Led U.S. human capital strategy and execution . |
| Walmart International | EVP, International Human Resources | 2014–2017 | Led HR across 27 countries . |
| Walmart (earlier roles) | Various leadership positions | 1992–2012 | Senior management roles across operations and HR . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Cracker Barrel (NASDAQ: CBRL) | Director | Since 2020 | Current public company directorship . |
| Vital Farms (NASDAQ: VITL) | Director | Since 2020 | Current public company directorship . |
| TelevisaUnivision | Director | Since 2020 | Current board role (media) . |
| Walmart de Mexico S.A. de C.V. | Director | 2016–2019 | Former public company board (largest retailer in Mexico) . |
| Yihaodian (China B2C e-commerce) | Director | 2012–2015 | Former board; then the 4th-largest B2C e-commerce site in China . |
Board Governance
- Committee assignments: Compensation Committee member (2022–2024) and Chair in fiscal 2024 (2025 proxy), alongside Michelle L. Collins, Catherine A. Halligan, and George R. Mrkonic .
- Independence: Classified as an independent director; ULTA board composition indicates all non-employee directors are independent aside from the CEO .
- Attendance and engagement: Fiscal 2023 board held 5 meetings; fiscal 2024 held 8 meetings. No director attended less than 75%, and all directors attended the Annual Meeting in both years; Board holds executive sessions several times a year .
- Leadership structure: ULTA separates CEO and Chair roles and is led by an independent, non-executive Chair, enhancing oversight and independent accountability .
| Board Activity | FY 2023 | FY 2024 |
|---|---|---|
| Board meetings held | 5 | 8 |
| Attendance threshold met (≥75%) | Yes | Yes |
| Annual Meeting attendance | All directors attended | All directors attended |
| Executive sessions | Several per year | Several per year |
Fixed Compensation
| Cash Retainer Policy (role) | Before June 11, 2024 ($) | After June 11, 2024 ($) |
|---|---|---|
| Non-Employee Director | 110,000 | 125,000 |
| Non-Executive Chair | 180,000 | 200,000 |
| Audit Committee Chair | 30,000 | 40,000 |
| Compensation Committee Chair | 30,000 | 35,000 |
| Nominating & Corporate Governance Chair | 20,000 | 25,000 |
| Gisel Ruiz – Non-Employee Director Compensation | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Fees Earned or Paid in Cash ($) | 104,560 | 110,000 | 145,509 |
| Stock Awards – grant date fair value ($) | 206,251 | 160,321 | 175,236 |
| Total ($) | 310,811 | 270,321 | 320,745 |
Performance Compensation
| Annual Equity Grant Program | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Standard RSU retainer value | $160,000; 393 RSUs granted; vest 6/1/2023 | $160,000; 397 RSUs granted; vest 6/1/2024 | $175,000; 452 RSUs granted; vest 6/11/2025 |
| Structure | Time-based RSUs; rounded to whole shares; valued at grant date share price |
Executive incentive design overseen by Compensation Committee (context for governance signals):
| Metric | Threshold | Target | Maximum | Vesting/Modifier |
|---|---|---|---|---|
| Annual Incentive (EBT) | 87% of EBT target → 40% payout | 100% of EBT target → 100% payout | ≥110% of EBT target → 200% payout | Annual cash bonus tied to full-year EBT |
| LTIP PBS – Revenue | ≥95% of revenue target → 50% payout | 100% of target | ≥105% of revenue target → 200% payout | 50% weight; TSR modifier; 3-year vest (2024 grant vests 3/15/2027) |
| LTIP PBS – EBT | ≥85% of EBT target → 50% payout | 100% of target | ≥110% of EBT target → 200% payout | 50% weight; TSR modifier; 3-year vest (2024 grant vests 3/15/2027) |
As Chair, Ruiz signs the Compensation Committee Report affirming inclusion of the CD&A; the committee employs an independent compensation consultant and maintains clawback and anti-hedging practices, supporting pay-for-performance rigor and shareholder alignment .
Other Directorships & Interlocks
| Company | Relationship to ULTA | Interlocks/Conflicts |
|---|---|---|
| Cracker Barrel (NASDAQ: CBRL) | Unrelated (restaurant) | No compensation committee interlocks; members have not been ULTA officers . |
| Vital Farms (NASDAQ: VITL) | Unrelated (food) | No compensation committee interlocks disclosed . |
| TelevisaUnivision | Unrelated (media) | No compensation committee interlocks disclosed . |
| Walmart de Mexico; Yihaodian | Former roles | Historical; no current related-party transactions disclosed . |
Compensation Committee Interlocks and Insider Participation: None of the Compensation Committee members were ULTA officers; no executive served on ULTA’s Compensation Committee or Board (other than CEO on Board) in the past year .
Expertise & Qualifications
- Retail operations and P&L leadership across Walmart U.S. (>$279B revenue, >4,100 stores; ~1.3M employees) and Sam’s Club ($65B), with digital and omnichannel transformation experience .
- International board/governance experience across 27 countries; prior boards in Mexico and China; human capital leadership at scale .
- Education: B.S., Santa Clara University; skills include retail, operations, international governance, and talent management .
Equity Ownership
| Beneficial Ownership Snapshot | As of 4/12/2024 | As of 6/11/2025 |
|---|---|---|
| Common shares beneficially owned | 911 | 1,363 |
| Shares outstanding (reference) | 47,935,024 | — |
| Ownership % | <1% | <1% |
| Outstanding RSUs (unvested) | As of 1/28/2023 | As of 2/3/2024 | As of 2/1/2025 |
|---|---|---|---|
| Units (#) | 514 | 397 | 452 |
- Ownership guidelines: Non-employee directors must hold ULTA shares/RSUs equal to 5× annual cash retainer by the fifth anniversary; directors serving ≥5 years meet/exceed guideline. Gisel joined in 2022; guideline applies with a five-year compliance window .
- Insider trading policy: Applies to directors; promotes compliance and prohibits trading when in possession of MNPI. ULTA maintains robust clawback and anti-hedging/pledging practices for executives; director hedging/pledging not separately disclosed beyond Insider Trading Policy .
Director Compensation – Insider Transactions
| Date | Type | Securities | Amount | Vesting | Notes |
|---|---|---|---|---|---|
| 06/02/2022 | Stock award (RSUs) | RSUs | 393 | 06/01/2023 | Director RSU grant; 100% vests at 6/1/2023 . |
| 06/11/2024 | Stock award (RSUs) | RSUs | 452 | 06/11/2025 | Annual director RSU grant . |
| 06/11/2025 | Stock award (RSUs) | RSUs | 383 | Deferred | Deferred receipt until retirement/termination from Board, subject to vesting; beneficial common stock post-transaction: 1,363 . |
Governance Assessment
- Strengths: Independent director; Compensation Committee Chair with experience in large-scale operations and HR; strong attendance; no compensation committee interlocks/insider participation; director pay mix balances cash with annual RSUs, reinforcing alignment via ownership guidelines (5× cash retainer) .
- Alignment signals: Annual director RSUs ($160k in FY2023; $175k in FY2024) with one-year vesting support ownership; cash retainer increases in June 2024 adjust to market while committee chair fee remains modest ($35k), maintaining at-risk equity component .
- Watch items: External board commitments across three current boards require ongoing monitoring for overboarding risk and time allocation; no related-party transactions or pledging disclosed; director ownership remains <1% but within guideline timeline (five-year window) for new directors .
RED FLAGS: None disclosed regarding related-party transactions, option repricing, tax gross-ups, hedging/pledging, or attendance shortfalls; Compensation Committee independence affirmed in consecutive proxies .