Kelly Garcia
Ulta BeautyAbout Kelly Garcia
Kelly E. Garcia (age 50) is an independent director of Ulta Beauty, serving since 2022. He is Chief Technology Officer at Domino’s Pizza with 25+ years in technology leadership, specializing in e-commerce, cybersecurity/privacy, and global platform development; he holds a B.S. from The Ohio State University . All non-employee directors, including Garcia, are independent under NASDAQ and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Domino’s Pizza (NYSE: DPZ) | Chief Technology Officer | 2020–present | Led transformation of global software platforms, mobile ordering, GPS integration; cybersecurity/privacy protocols |
| Domino’s Pizza | SVP, eCommerce Dev & Emerging Tech | 2016–2020 | Scaled e-commerce and digital experience |
| Domino’s Pizza | VP, eCommerce Development | 2012–2016 | Built online consumer experience capabilities |
| R.L. Polk & Co. | VP, Business Intelligence & North American Ops | 2011–2012 | Global analytics and market intelligence leadership |
| R.L. Polk & Co. | VP, Global Application Development | 2008–2011 | Global application development leadership |
| R.L. Polk & Co. | Managerial roles, App Dev & Support | 2006–2010 | Enterprise software and support management |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Domino’s Pizza (NYSE: DPZ) | Chief Technology Officer | 2020–present | External executive role; technology and cyber risk expertise relevant to ULTA’s Audit oversight |
Board Governance
- Committee memberships: Audit Committee member; not designated an “Audit Committee financial expert” (financial experts are Collins, Little, MacDonald, Petz) .
- Committee chair roles: None; Audit Chair is Patricia A. Little; Compensation Chair is Gisel Ruiz; Nominating & Corporate Governance Chair is George R. Mrkonic .
- Independence: All non-employee directors, including Garcia, are independent .
- Attendance and engagement: Board held 8 meetings in fiscal 2024; no incumbent director attended less than 75% of Board/committee meetings; all directors then in office attended the 2024 Annual Meeting .
- Board leadership: Independent, non-executive Chair (Lorna E. Nagler); executive sessions held several times a year .
- Risk oversight: Audit Committee oversees data privacy, cybersecurity, AI and technology risks—aligned with Garcia’s expertise .
Fixed Compensation
| Component | Amount | Period/Date | Notes |
|---|---|---|---|
| Cash fees (annual retainer + applicable pro-ration) | $119,685 | Fiscal 2024 | Garcia’s total cash fees as a non-employee director |
| Director cash retainer (policy) | $125,000 | After Jun 11, 2024 | Standard non-employee director annual cash retainer; increased from $110,000 pre-6/11/2024 |
| Committee chair fees (policy) | $40,000 (Audit), $35,000 (Comp), $25,000 (Nominating) | After Jun 11, 2024 | Garcia is not a chair; shown for structure context |
Performance Compensation
| Equity Award | Grant Date | Shares/Units | Grant Date Fair Value | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| Annual RSU retainer | Jun 11, 2024 | 452 | $175,236 | Vests Jun 11, 2025 | None—time-based only (no performance conditions) |
Ulta grants non-employee directors an annual equity retainer of $175,000 in RSUs (rounded to whole shares), with the FY2024 grant of 452 RSUs vesting on June 11, 2025; directors’ equity is time-based, not tied to performance goals .
Other Directorships & Interlocks
| Company | Role | Committees | Interlock/Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company boards disclosed for Garcia |
- Compensation Committee interlocks: None; no members served as ULTA officers and no executive served on another company’s comp committee in the past year .
Expertise & Qualifications
- Cybersecurity/Privacy: Led multi-functional teams building global platforms and adopting cyber/data privacy protocols at Domino’s .
- E-commerce & Digital/Technology: Transformed online customer experience; developed global software platforms with mobile/GPS integration .
- International: Scaled technology platforms supporting international operations; global business intelligence roles .
- Education: B.S., The Ohio State University .
Equity Ownership
| Holder | Shares Beneficially Owned | RSUs Outstanding | Ownership % |
|---|---|---|---|
| Kelly E. Garcia | 1,363 | 452 | <1% |
- Director ownership guidelines: Non-employee directors should hold shares/RSUs equal to 5x annual cash retainer by fifth anniversary; as of Feb 1, 2025, directors serving ≥5 years meet/exceed; Garcia joined in 2022 and remains within compliance window .
- Hedging/pledging: Prohibited for directors; no margin accounts or pledging permitted .
Governance Assessment
- Alignment and effectiveness: Garcia’s deep cyber/privacy and digital commerce background strengthens Audit Committee oversight of technology risk, including AI and data privacy, matching board structure where Audit oversees these risks .
- Independence and engagement: Independent status with strong attendance norms (≥75% for all incumbents; eight board meetings in FY2024) and annual meeting participation supports investor confidence .
- Compensation and ownership: Standard non-employee director pay mix (cash + time-based RSUs), clear ownership guidelines, and anti-hedging/pledging policy mitigate misalignment risk; absolute ownership is modest (<1%), typical for outside directors, with RSUs promoting alignment .
- Conflicts and related-party exposure: No related person transactions in FY2024; no compensation committee interlocks; independent consultant (Pay Governance) engaged for compensation, with no conflicts .
RED FLAGS: None disclosed regarding related-party transactions, hedging/pledging, or attendance shortfalls; no option repricing or director-specific tax gross-ups indicated in FY2024 disclosures .