Heidi Petz
Ulta BeautyAbout Heidi G. Petz
Heidi G. Petz, age 50, is an independent director of Ulta Beauty since 2022 and serves on the Audit Committee; she is designated an “Audit Committee financial expert.” She is Chair, President and Chief Executive Officer of Sherwin-Williams and holds a B.A. from the University of Richmond and an MBA from Loyola University Maryland .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sherwin-Williams (NYSE: SHW) | Chief Executive Officer | 2024–present | Led $23B business strategy and operations |
| Sherwin-Williams | President & COO | 2022–2024 | Operational leadership across segments |
| Sherwin-Williams | President, The Americas Group | 2021–2022 | Oversight of regional operations |
| Sherwin-Williams | President, Consumer Brands Group | 2019–2021 | Led consumer brand portfolio |
| Sherwin-Williams | SVP, Marketing | 2017–2021 | Enterprise marketing leadership |
| Valspar | VP, Marketing | 2013–2017 | Pre-acquisition marketing leadership |
| Newell Rubbermaid (NASDAQ: NWL) | Various leadership positions incl. Director of Marketing | 2003–2013 | Consumer product marketing leadership |
| Target (NYSE: TGT) | Marketing Manager | 2000–2003 | Retail brand and product marketing |
External Roles
| Organization | Role | Start Date | Notes |
|---|---|---|---|
| Sherwin-Williams Board | Director | 2023 | Currently serves as Chair, President & CEO |
| University Hospitals Health System | Director | N/A | Non-profit board service |
| Harvard Joint Center for Housing Studies | Policy Advisory Board Member | N/A | Advisory role |
Board Governance
- Independence: Ulta’s Board determined all non-employee directors, including Petz, are independent under NASDAQ and SEC rules; the CEO is the only non-independent director .
- Committee assignments: Petz is a member of the Audit Committee; she is designated an “Audit Committee financial expert.” The Audit Committee held 10 meetings in fiscal 2024, chaired by Patricia A. Little .
- Attendance: The Board held eight meetings in fiscal 2024; no incumbent director attended less than 75% of aggregate Board and committee meetings. All directors then in office attended the 2024 Annual Meeting .
- Tenure: Director since 2022 (standing for re-election in 2025 slate) .
- Ownership guidelines: Non-employee directors must hold shares or RSUs equal to 5x the annual cash retainer by the fifth anniversary; directors serving at least five years met/exceeded guidelines as of February 1, 2025 .
Fixed Compensation
| Component | Fiscal 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer (Non-Employee Director) | $110,000 before June 11, 2024; $125,000 after | Board approved increases in June 2024 |
| Committee Chair retainers | Audit: $30,000 before; $40,000 after. Compensation: $30,000 before; $35,000 after. Nominating & Governance: $20,000 before; $25,000 after | Effective June 11, 2024 |
| Petz – Fees earned in cash | $119,685 | Fiscal 2024 actual |
Performance Compensation
| Equity Award | Grant Date | Shares | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|
| Annual RSU retainer | 2024 Annual Meeting | 452 | $175,236 (ASC 718) | June 11, 2025 |
- Structure: Each non-employee director receives an annual equity retainer of $175,000 in RSUs, rounded to whole shares, valued on grant date; grants in fiscal 2024 were 452 RSUs vesting June 11, 2025 .
- Performance metrics: No performance conditions disclosed for director RSUs; awards function as time-based retainers to promote ownership alignment .
Other Directorships & Interlocks
| Counterparty | Relationship to ULTA | Potential Interlock/Conflict | Evidence |
|---|---|---|---|
| Sherwin-Williams (SHW) | External employer (Petz is Chair, President & CEO and SHW director) | Sector adjacency (chemicals/paint) with no disclosed transactions with ULTA; no related person transactions reported | No related person transactions in fiscal 2024 ; Petz external roles |
| University Hospitals; Harvard JCHS | Non-profit/academic | No commercial ties to ULTA disclosed | External roles |
- Overboarding considerations: Ulta guidelines include director overboarding limits (no more than three other public boards; or one other public board for a CEO). Ulta’s Board applies these limits in nominations and governance, mitigating time-commitment risks .
Expertise & Qualifications
- Retail and supply chain oversight from senior leadership roles at Sherwin-Williams and consumer brands; marketing expertise from Target and Newell Rubbermaid; strategic leadership as current CEO of a $23B business .
- Audit Committee financial literacy and “financial expert” designation supports robust oversight of financial reporting and technology/cyber/data privacy risks covered by the Audit Committee’s remit .
Equity Ownership
| As-of Date | Beneficial Shares | % of Outstanding | RSUs Outstanding | Notes |
|---|---|---|---|---|
| April 14, 2025 | 1,012 | <1% | 452 | Ownership table ; outstanding RSUs as of Feb 1, 2025 |
| April 12, 2024 | 560 | <1% | 397 | Prior-year ownership ; prior-year RSUs outstanding |
- Director ownership policy: Non-employee directors must reach 5x cash retainer within five years; compliance noted for directors with 5+ years of service (Petz joined in 2022) .
- Pledging/hedging: Not disclosed; Insider Trading Policy governs director trading practices .
Governance Assessment
- Strengths: Independent director with CEO-level strategic experience; Audit Committee “financial expert” designation; acceptable attendance; standard, market-aligned director pay with balanced cash/equity mix promoting ownership alignment .
- Conflicts/Related parties: Company reports no related person transactions in fiscal 2024, reducing conflict risk. Petz’s external role at SHW does not present disclosed transactions with ULTA; independence affirmed under NASDAQ/SEC standards .
- Time-commitment risk: As a sitting public-company CEO and SHW director, overboarding considerations exist; Ulta’s governance guidelines set explicit limits, and Board-level independence and attendance disclosures mitigate concerns .
- Compensation signals: Increase in cash retainers mid-2024 to align with market; director equity remains time-based RSUs—no discretionary performance adjustments or option repricings disclosed .
RED FLAGS: None disclosed regarding related-party transactions, low attendance, hedging/pledging, tax gross-ups, option repricing, or say-on-pay concerns relevant to Petz in fiscal 2024 .