Lorna Nagler
Ulta BeautyAbout Lorna E. Nagler
Independent Chair of the Board at Ulta Beauty; age 68; director since 2009 (16+ years of service). Former retail CEO and senior operator with deep merchandising and multi-banner experience; B.S., University of Wisconsin. Independence affirmed by the Board; Ulta separates the CEO and Chair roles and currently has an independent, non‑executive Chair.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bealls Department Stores, Inc. | President | 2011–2016 | Led merchandising and operations at multi-category department store chain. |
| Christopher & Banks Corporation | President, Chief Executive Officer and Director | 2007–2010 | Turnaround leadership at specialty apparel retailer. |
| Charming Shoppes (Lane Bryant; Catherine Stores) | President, Lane Bryant; President, Catherine Stores | 2004–2007; 2002–2004 | Brand growth and customer relationship management focus. |
| Kmart Corporation | SVP & GMM Apparel/Jewelry; Divisional VP & GMM Kids/Menswear | 1999–2002; 1996–1999 | Oversaw national-scale merchandising and supply chain. |
| Kids “R” Us | VP, Divisional Merchandise Manager | 1994–1996 | Children’s apparel merchandising leadership. |
| Earlier roles | Montgomery Ward; Main Street Department Stores | — | Early retail experience in merchandising/operations. |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Hibbett, Inc. (NASDAQ: HIBB) | Director | Since 2019 | Public company directorship in athletic/specialty retail. |
Board Governance
- Role and independence: Independent, non‑executive Chair; Ulta separates CEO/Chair to enhance accountability and independent oversight. Not a member of Board committees.
- Committee structure: Three standing committees (Audit; Compensation; Nominating & Corporate Governance); Nagler is not assigned to any committee.
- Attendance and engagement: Board met 8 times in fiscal 2024; no incumbent director attended fewer than 75% of aggregate Board/committee meetings; all directors attended the 2024 Annual Meeting. Executive sessions of independent directors occur several times per year.
- Independence and governance policies: Majority vote standard with director resignation policy; director age limit 75; overboarding limits (≤3 other public boards for directors; ≤1 for CEO); proxy access in bylaws.
- Share ownership guidelines: Non-employee directors must hold shares equal to 5x annual cash retainer within five years; all directors with ≥5 years’ service meet/exceed guidelines.
Fixed Compensation
| Component | FY2024 Amount ($) |
|---|---|
| Fees earned or paid in cash | 312,597 |
| Stock awards (grant-date fair value) | 175,236 |
| Total | 487,833 |
Director retainer program (effective in FY2024):
| Role | Cash Retainer Before 6/11/2024 ($) | Cash Retainer After 6/11/2024 ($) |
|---|---|---|
| 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 |
- Program structure: Annual equity retainer of $175,000 granted as RSUs (rounded to whole shares) on the annual meeting date; FY2024 grant = 452 RSUs vesting June 11, 2025. Cash retainers paid pro‑rata quarterly; June 2024 increases aligned with market.
Performance Compensation
| Award Type | Grant Date | Units | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| Restricted Stock Units (annual equity retainer) | Annual meeting date (FY2024) | 452 | 175,236 | Vests June 11, 2025 |
Directors receive time-based RSUs; no performance metrics (e.g., PSUs/options) apply to non‑employee director awards.
Other Directorships & Interlocks
| Company | Relationship to ULTA (if any) | Notes |
|---|---|---|
| Hibbett, Inc. (NASDAQ: HIBB) | None disclosed | No related person transactions reported in FY2024. |
Expertise & Qualifications
- Retail and merchandising operator with nearly 40 years of experience across department store, specialty apparel, and big-box formats.
- Operations: End-to-end retail operations oversight including supply chain, merchandising, marketing, risk/reputation, and talent.
- Governance: Public company board experience; enhances oversight capabilities. Education: B.S., University of Wisconsin.
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership | 6,981 shares; less than 1% of outstanding (45,147,875 shares outstanding as of Apr 14, 2025). |
| Outstanding RSUs (as of Feb 1, 2025) | 452 RSUs (from FY2024 director grant). |
| Options (director) | None disclosed for directors; program uses RSUs. |
| Ownership guidelines | 5x annual cash retainer for directors; compliance met for all directors with ≥5 years. |
| Hedging/pledging | Prohibited for directors under Insider Trading Policy (no hedging, derivatives, pledging, or margin accounts). |
| Related-party/pledging exposure | No related person transactions in FY2024 disclosed. |
Governance Assessment
-
Strengths
- Independent, non‑executive Chair with significant operating expertise in retail; separation of Chair/CEO roles supports robust oversight.
- Strong attendance culture and active engagement (8 meetings; 100% of directors attended 2024 AGM; no director <75% attendance).
- Alignment and safeguards: 5x ownership guideline compliance (for seasoned directors), prohibition on hedging/pledging, majority vote with resignation policy, age limit, and overboarding limits.
- Transparent director pay program with balanced cash/equity; market-aligned retainer increases in 2024.
- No related person transactions disclosed; executive say‑on‑pay received ~89% support in 2024, indicating shareholder confidence in overall compensation governance.
-
Watch items
- Long tenure (since 2009) can raise refreshment considerations; mitigated by ongoing Board refreshment (six new directors in last six years) and age limit policy.
- Cash retainer increases shift mix modestly toward cash for Chairs; continue to monitor alignment with workload and market practice.
Overall signal to investors: Governance practices (independent Chair, strong ownership alignment, attendance, and absence of related-party issues) support board effectiveness; Nagler’s deep retail operating background is additive to strategy and risk oversight, with limited conflict risk based on current disclosures.