Martin Brok
Ulta BeautyAbout Martin Brok
Independent director at Ulta Beauty appointed effective September 1, 2025; deemed independent by the Board and immediately seated on the Audit and Compensation Committees. Brok (age 58 at appointment) brings 35+ years in global beauty and consumer retail, including CEO of Sephora (LVMH) and President, Starbucks EMEA. He holds a B.B.A. in Marketing (minor in International Business) from Georgia State University and completed Harvard Business School’s Program for Management Development . The Board disclosed no arrangements underlying his appointment and affirmed no Item 404(a) related-party transactions; he will be compensated per Ulta’s non‑employee director program .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sephora (LVMH) | Global President & CEO | Sep 2020 – Jun 2022 | Led global beauty retail operations and brand strategy |
| Starbucks (Europe, Middle East & Africa) | President – EMEA | Jul 2016 – Apr 2020 | Regional P&L and multi-country operations leadership |
| Nike Inc.; Burger King Corp.; The Coca-Cola Company | Senior leadership roles (various) | Not disclosed | Global consumer, DTC/ops, marketing experience |
External Roles
| Organization | Role | Since | Committee Roles |
|---|---|---|---|
| mb Capital Advisors | Founder & CEO | Feb 2022 | Advisory/investment firm leadership |
| Advent International | Operating Partner | Nov 2022 | PE operating partner |
| Revlon Consumer Products LLC | Director | Current | Compensation Committee member |
| Oatly Group AB (NASDAQ: OTLY) | Director | Current | Chair, Compensation Committee |
| END. Clothing | Chairman of the Board | Current | Audit Committee member |
| Poke House | Chairman of the Board | Current | Board leadership |
| Qorium B.V. | Director | Current | Chair, Audit Committee |
| Prior boards include Tous S.L.; Grupo Axo S.A.P.I.; Purpose Brands; London First; Primark (Strategic Advisory Board) | Director/Advisor | Prior | Audit/Comp roles across boards |
Board Governance
- Independence and committees: Ulta’s Board determined Brok is independent and appointed him to the Audit and Compensation Committees effective Sep 1, 2025 .
- Committee scope: Audit oversees financial reporting, internal controls, and technology risks including data privacy, cybersecurity, AI; Compensation oversees pay, incentive design, succession, and broader human capital policies .
- Current chairs (context): Audit—Patricia A. Little; Compensation—Gisel Ruiz (from 2025 proxy) .
- Attendance: In fiscal 2024 the Board met 8 times; no incumbent director attended less than 75%—Brok joined after this period (attendance not applicable for FY2024) .
- Overboarding policy: Directors generally limited to no more than three other public company boards (one for sitting CEOs) per Corporate Governance Guidelines .
Fixed Compensation (Non‑Employee Director Program)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $125,000 | Increased effective June 11, 2024; paid quarterly |
| Equity retainer (RSUs) | $175,000 | Annual RSU grant (rounded to whole shares); 2024 grant example: 452 RSUs to incumbents, vesting on June 11, 2025 |
| Committee chair fees | Audit $40,000; Comp $35,000; N&CG $25,000 | Paid in addition to cash retainer if chair |
| Non‑Executive Chair fee | $200,000 | In addition to director retainer |
| Program application to Brok | Per 8‑K, Brok will receive compensation under this program | Board disclosed program applies; no separate arrangement |
Performance Compensation
- Ulta does not use performance metrics for director pay. Non‑employee director equity is delivered as time‑based RSUs; no director options or performance‑based share plans are disclosed for directors .
Other Directorships & Interlocks
| Company | Relationship to Ulta | Interlock/Conflict Assessment |
|---|---|---|
| Revlon Consumer Products LLC | Supplier brand in beauty category | Potential supplier relationship; Board affirmed no Item 404(a) related party transactions and maintained independence at appointment—monitor for future related‑party dealings |
| Oatly Group AB | Unrelated (food/beverage) | No direct Ulta conflict evident |
| END. Clothing; Poke House; Qorium B.V. | Unrelated (fashion/restaurant/biomaterials) | No direct Ulta conflict evident |
Ulta’s 8‑K states there are no arrangements or understandings behind Brok’s appointment and no transactions requiring disclosure under Item 404(a) of Regulation S‑K .
Expertise & Qualifications
- Beauty retail leadership (ex‑CEO of Sephora); global merchandising, brand building, and loyalty .
- International P&L and multi‑region operations (Starbucks EMEA) .
- Digital/omnichannel strategy and consumer technology exposure; governance across public and private boards; finance/capital markets familiarity through multiple board roles .
Equity Ownership
| Holder | Security | Amount | Form/Date | Notes |
|---|---|---|---|---|
| Martin Brok | Common Stock | 1,000 shares | Form 3 filed Sep 3, 2025 | Direct ownership; no derivatives reported |
| Policy | Hedging/Pledging | Prohibited | Insider Trading Policy | Directors prohibited from hedging or pledging company stock |
| Director ownership guideline | 5x annual cash retainer | Five years to comply | Corporate Governance Guidelines | Applies to all non‑employee directors |
Governance Assessment
- Positives: Independent; dual membership on Audit and Compensation enhances oversight capacity; deep category expertise (beauty retail) and global operating experience; no disclosed related‑party transactions at appointment; hedging/pledging prohibited; clear director ownership guideline; strong recent say‑on‑pay support (2024 SOP approval ~89%), suggesting constructive shareholder engagement environment .
- Watch items / potential red flags:
- Competitive background: Former CEO of Sephora (direct competitor). He is no longer employed there (ended 2022), and Board deemed him independent; nonetheless, monitor for competition‑sensitive matters and recusal practices as needed .
- Supplier board seat: Current Revlon directorship could intersect with Ulta vendor relationships; Board disclosed no 404(a) transactions, but this is a standing relationship to monitor for procurement or marketing conflicts; ensure adherence to related‑party review policy .
- Board load: Corporate policy allows up to three other public boards; current public board noted is Oatly (OTLY), with other roles primarily private—appears within policy at appointment; continue to monitor commitments vs. meeting/committee workload .
Board context: FY2024 Board met 8 times; Audit held 10 meetings; Compensation held 7; these committees oversee key areas (financial reporting/tech risk; compensation/succession/HCM). Brok’s dual committee placement positions him at the center of financial, risk, and pay oversight .
Appendix: Ulta Committee Scopes and Policies (selected references)
- Audit Committee scope includes data privacy, cybersecurity, artificial intelligence, and ERM program oversight .
- Compensation Committee uses independent consultant (Pay Governance); no consultant conflicts; oversees clawback policy and human capital strategy .
- Corporate Governance Guidelines include age limit, majority vote/resignation policy, proxy access, and overboarding limits .