Kecia Steelman
Ulta BeautyAbout Kecia Steelman
Kecia L. Steelman is President & Chief Executive Officer of Ulta Beauty and a director since January 6, 2025; age 54, with 30+ years in retail operations and strategy and a B.S. in Business Management (Kennedy Western University) . Under Ulta’s current framework, fiscal 2024 saw net sales of $11.3B (+0.8% YoY), operating margin of 13.9%, five-year TSR of 54%, and one-year TSR of (18%), with Incentive EBT below target (annual bonus paid at 60.86% of target) . She previously led store operations (opened 700+ stores), Ulta Beauty @ Target, and international store expansion, and has overseen Strategy since June 2021—experience directly tied to revenue/EBT growth metrics in the incentive plans .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Ulta Beauty | President & CEO | 2025–Present | Leads strategy, operations, technology; CEO transition continuity |
| Ulta Beauty | President & COO | 2023–2025 | Oversaw Operations, Supply Chain, IT, strategy/transformation |
| Ulta Beauty | Chief Operating Officer | 2021–2023 | Scaled operations; led strategy team since 2021 |
| Ulta Beauty | Chief Store Operations Officer; SVP Store Operations | 2014–2021 | Opened 700+ stores; launched Ulta Beauty @ Target; initiated international expansion |
| Family Dollar | Group VP; VP Project Implementation | 2009–2014 | Multi-unit retail leadership and execution |
| Home Depot | VP/GM Expo Design Center; Dir. New Store Innovations | 2005–2009 | New format innovation; general management |
| Target | Various store/merch roles up to Lead Store Merchant | 1993–2005 | Field and merchandising foundation; operational expertise |
External Roles
| Organization | Role | Years |
|---|---|---|
| World Business Chicago | Director | 2025–Present |
| The Bay Club | Director | 2019–Present |
| Adler Planetarium | Director | 2016–Present |
Fixed Compensation
| Metric | FY 2024 | Notes |
|---|---|---|
| Base Salary ($) | 1,136,115 | 5% merit to $1,118,291 in Mar-2024; increased to $1,350,000 on CEO promotion (Jan 6, 2025) |
| Target Annual Incentive (% of base) | 180% (prorated for promotion) | Increased from 115% with CEO promotion; FY24 payout 60.86% overall based on Incentive EBT |
| LTIP Target (% of base) | 380% | Increased to 710% with CEO promotion (effective 1/6/25) |
Performance Compensation
Annual Incentive (Cash)
| Metric | Weight | FY 2024 Target/Range | FY 2024 Actual |
|---|---|---|---|
| Incentive EBT | 100% | Threshold 87%→40% payout; Target 100%→100%; Max 110%→200% | Paid at 60.86% of target; her non-equity incentive paid $836,236 |
Long-Term Incentive (Equity Mix and Performance Conditions)
- Mix for NEOs (including Steelman): 50% PBS (performance-based RSUs), 30% stock options, 20% RSUs; PBS earned on two-year Revenue (50%) and EBT (50%) growth; 3-year TSR modifier; PBS require third-year time vesting .
- FY 2024 LTIP target: 380% of base for Steelman; no add’l promotion equity in FY24; options vest over 4 years; RSUs 3-year cliff .
- 2023 PBS (2-year fiscal 2023–2024): Company achieved 84% of target on Revenue and 84% on EBT; vests March 2026; TSR ≥10% could lift payout to 100% of target .
- 2022 PBS (2 one-year periods, subj. 3-year TSR modifier): Vested at 200% of target for revenue and EBT on Mar 15, 2025 (3-year TSR positive) .
| LTIP Component | Weight | Key Terms | FY 2023/2024 Outcomes |
|---|---|---|---|
| PBS | 50% | 2-yr Rev & EBT goals; 3rd-year vest; TSR modifier | 2023 grant tracking to 84%/84% (vest Mar-2026) |
| Stock Options | 30% | FMV strike; 10-yr term; 25%/yr vest | Ongoing vest; see option table below |
| RSUs | 20% | 3-year cliff vest | Ongoing vest; see ownership table |
Equity Ownership & Alignment
- Ownership guidelines: CEO 6x base salary; executives must retain 50% of net after-tax shares until met; all executives ≥5 years in role are in compliance .
- Hedging/pledging prohibited; no margin accounts .
- Clawback: SEC-compliant mandatory restatement recovery; plus misconduct and restrictive covenant breaches (incl. non-compete) .
- Related party transactions: none in FY 2024 .
Beneficial Ownership and Vesting Status (as of Apr 14, 2025 / Feb 1, 2025)
| Item | Amount |
|---|---|
| Beneficial Ownership (shares) | 22,144 (<1% of SO) |
| Unvested time-based RSUs (#; value $) | 16,131; $6,648,392 |
| PBS target unearned (#; value $) | 7,480; $3,082,882 |
| Options exercised in FY 2024 (shares; value realized $) | 13,587; $3,348,200 |
| RSUs vested in FY 2024 (shares; value realized $) | 8,224; $4,407,900 |
Outstanding Stock Options (as of Feb 1, 2025)
| Grant (expiration) | Exercise Price ($) | Exercisable (#) | Unexercisable (#) |
|---|---|---|---|
| 3/25/2031 | 306.59 | — | 1,577 |
| 3/24/2032 | 395.84 | — | 3,522 |
| 3/31/2033 | 545.67 | 1,393 | 4,180 |
| 3/29/2034 | 522.88 | — | 8,087 |
- Steelman’s vesting schedule includes annual option tranches through 3/15/2028; RSUs cliff in 2027; PBS certify/vest 2026/2027 per grants .
Deferred Compensation and Perquisites (FY 2024)
| Item | Amount ($) |
|---|---|
| Deferred comp contributions (exec) | 34,520 |
| Deferred comp match (company) | 33,180 |
| Long-term disability premiums | 33,081 |
| Other perqs (e.g., health screening, life insurance) | 600 |
| Aggregate deferred balance at FY-end | 1,297,244 |
Employment Terms
- No individual employment agreements; compensation governed by plans/policies .
- Executive Change in Control and Severance Plan (double-trigger): CEO 3.0x (salary+bonus); other NEOs 2.0x; pro rata bonus; 18 months COBRA; accelerate time-vested equity; performance equity vests at ≥ target or actual-to-date at CoC (subject to TSR modifier); “best net” cutback—no excise gross-ups .
- Retirement treatment (continued vesting for awards granted 2022+ upon “qualified retirement”); restrictive covenants apply .
Estimated Potential Payments (as of Feb 1, 2025)
| Scenario | Amount ($) |
|---|---|
| Change in Control (equity component at target/actual-to-date) | 3,082,882 |
| Involuntary Termination in Connection with CoC (cash + benefits + equity) | 11,682,060 |
| Total – CoC plus Qualifying Termination | 14,764,942 |
| Death/Disability (equity vesting) | 8,228,690 |
| Qualified Retirement | N/A for Steelman |
Board Governance
- Board service: Director since 2025; no committee assignments .
- Independence: CEO is not independent; Board separates CEO and Chair; independent, non-executive Chair leads Board and executive sessions .
- Committees comprised of independent directors; Board/committees met regularly; no director <75% attendance in FY 2024 .
- Non-employee director pay (not applicable to Steelman): $125k cash retainer post-6/11/24 and $175k in RSUs; additional chair retainers .
Compensation Structure Analysis
- Mix skews to at-risk pay: annual bonus (EBT-only) and multi-year equity (PBS/options/RSUs) .
- FY 2024 bonus plan paid 60.86% of target on lower-than-expected EBT—demonstrates downside sensitivity; no downward discretion applied .
- Long-term: performance PBS payout calibration (2023 grants tracking at 84% per metric) with TSR modifier; 2022 PBS vested at 200% on strong results (TSR positive), signaling realized upside on multi-year performance .
- Governance protections: double-trigger CIC, robust clawback, no option repricing, no tax gross-ups; anti-hedging/pledging .
- Peer benchmarking and say-on-pay: uses a retail peer set; 89% approval in 2024 .
Performance & Track Record
- Company outcomes during Steelman’s senior leadership: FY 2024 net sales $11.3B (+0.8% YoY); operating income $1.6B (13.9% margin); loyalty members +3% to 44.6M; 60 net new stores and 100 new Ulta Beauty at Target locations .
- Five-year TSR 54%; one-year TSR (18%) amid slower growth in beauty category .
- Strategic initiatives executed: ERP and data platform transitions; distribution network retrofits; digital store architecture rebuild .
- Execution background: opened 700+ stores; launched Ulta Beauty @ Target; initiated international store expansion .
Compensation Peer Group (for benchmarking)
AutoZone, Bath & Body Works, Burlington Stores, Dick’s Sporting Goods, Foot Locker, Lululemon, O’Reilly Auto Parts, PVH, Ross Stores, Tractor Supply, Under Armour, VF, Williams-Sonoma; periodic refresh to maintain size/industry relevance .
Say-on-Pay & Shareholder Feedback
Say-on-pay approval ~89% at 2024 annual meeting; Committee cites alignment and ongoing investor engagement on comp, governance, and ESG .
Risk Indicators & Red Flags
- Hedging/pledging prohibited; robust clawback including misconduct and covenant breaches .
- No related party transactions in FY 2024 .
- Executive equity grant timing policy avoids grants near material disclosures .
- CEO pay ratio for FY 2024: ~1,130:1 (context provided in proxy) .
Board Service Dual-Role Implications
Steelman serves as CEO and director; however, Ulta separates Chair and CEO with an independent Chair, enhancing oversight and mitigating concentration of power; committees remain fully independent .
Investment Implications
- Alignment: Large unvested equity (RSUs, PBS, options) and CEO ownership guideline (6x salary) tightly couple outcomes to multi-year performance; anti-hedging/pledging and clawback strengthen alignment .
- Near-term selling pressure: 2024 saw significant option exercises and RSU vesting; FY 2026–2027 cliff/PBS vests (and ongoing annual option vests) could create periodic liquidity events, though retention features and guidelines promote holding .
- Retention/CIC risk: Double-trigger CIC with 3x cash multiple for CEO plus accelerated equity is market-consistent but sizable; stability risk appears mitigated by multi-year vesting and lack of employment contract guarantees .
- Execution: Steelman’s operations track record (store growth, Ulta @ Target, supply chain/IT modernization) aligns with comp metrics (Revenue/EBT, TSR modifier), suggesting incentives support continued profitable growth focus .