Michael Smith
Ulta BeautyAbout Michael C. Smith
Independent director at Ulta Beauty since 2019; age 55. Background spans 27+ years in retail, e-commerce, operations, logistics, and data analytics, with senior roles at Stitch Fix and Walmart.com; co-founder and General Partner at Footwork VC. Education: B.A., University of Virginia; M.B.A., UC Berkeley Haas School of Business. Key skills: e-commerce/digital, distribution/logistics, and retail operations with omnichannel execution expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Stitch Fix (NASDAQ: SFIX) | President & COO; Interim CFO; GM Stitch Fix Men | COO: 2012–2016, 2017–2021; President & COO: 2018–2021; Interim CFO: 2019–2021; GM Men: 2016–2017 | Scaled business to IPO; oversaw client experience and merchandising; financial leadership during growth |
| Walmart.com (Walmart, NYSE: WMT) | VP & Chief Operations Officer; Senior Manager/Director | 2008–2012; 2003–2008 | Led omnichannel “site-to-store” rollout across 3,500+ stores; responsibilities across transportation, reverse logistics, customer service, order management |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Footwork (VC) | Co-Founder & General Partner | Since 2021 | Early-stage venture capital firm |
| Miller Knoll (NASDAQ: MLKN) | Director | Since 2019 | Current public company directorship |
| Stitch Fix (NASDAQ: SFIX) | Director | 2020–2022 | Former public company directorship |
| Food52 | Director | 2021–2023 | Private/portfolio board |
| Mayvenn | Director | 2017–2022 | Private board |
| Imperfect Foods | Director | 2017–2021 | Private board |
| Own The Room | Director | 2016–2019 | Private/education board |
Board Governance
- Independence: Board determined all non-employee directors are independent under NASDAQ and SEC rules; only the CEO is non-independent .
- Committee assignments: Member, Nominating & Corporate Governance Committee; not on Audit or Compensation. Committee chaired by George R. Mrkonic; met six times in fiscal 2024 .
- Attendance: Board held eight meetings in fiscal 2024; no incumbent director attended less than 75% of Board and committee meetings; all directors attended the 2024 Annual Meeting .
- Board leadership: Independent, non-executive Chair (Lorna E. Nagler). Executive sessions without management held several times a year .
- Risk oversight: Audit Committee oversees financial reporting, internal controls, data privacy, cybersecurity, AI, technology risks; Comp Committee oversees compensation risk and human capital; Nominating & Governance oversees board evaluations, ESG oversight, Code of Conduct .
Fixed Compensation
| Item | Amount | Period/Date |
|---|---|---|
| Cash fees earned (Smith) | $119,685 | Fiscal 2024 |
| Annual equity retainer (grant date fair value) | $175,236 | Fiscal 2024 RSU grant |
| Total director compensation (Smith) | $294,921 | Fiscal 2024 |
| Standard cash retainer – Non-Employee Director | $110,000 → $125,000 | Before/After June 11, 2024 |
| Committee Chair retainers – Audit | $30,000 → $40,000 | Before/After June 11, 2024 |
| Committee Chair retainers – Compensation | $30,000 → $35,000 | Before/After June 11, 2024 |
| Committee Chair retainers – Nominating & Governance | $20,000 → $25,000 | Before/After June 11, 2024 |
| Non-Executive Chair retainer | $180,000 → $200,000 | Before/After June 11, 2024 |
- Structure: Cash paid quarterly; equity used to promote ownership alignment. June 2024 retainer increases were approved to align with market levels .
Performance Compensation
| Component | Terms | Metric/Performance Link | Amount/Units | Dates |
|---|---|---|---|---|
| RSU annual grant | Time-based vesting | Not performance-conditioned (director RSU retainer) | 452 units | Granted on annual meeting date; vests June 11, 2025 |
| Stock options (director) | Not disclosed/applicable | — | — | — |
- No PSUs or option awards are disclosed for directors; RSUs are time-based and not tied to revenue/EBITDA/TSR metrics for directors .
Other Directorships & Interlocks
- Current public company: Miller Knoll (MLKN). Sector exposure (furniture/design) is distinct from Ulta’s specialty retail; no interlocks with Ulta’s competitors disclosed in the proxy .
- Related-party transactions: None during fiscal 2024 under Ulta’s Related Person Transaction Approval Policy .
- Hedging/pledging: Directors prohibited from hedging, using derivatives, margin accounts, or pledging Ulta stock as collateral .
Expertise & Qualifications
- E-commerce & Digital/Technology: Led Walmart.com omnichannel rollout; Stitch Fix scaling to public company .
- Distribution/Logistics: Oversight of inbound/outbound transportation, reverse logistics, customer experience, order management; national logistics relationships .
- Retail Operations: Senior roles at Stitch Fix and Walmart with P&L and client experience oversight .
- Board skills matrix: Smith flagged for Retail, E-commerce/Digital/Technology, and Distribution competencies .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Michael C. Smith | 2,380 | <1% | Based on 45,147,875 shares outstanding (as of April 14, 2025) |
| RSUs outstanding (Smith) | 452 units | — | Non-employee director RSUs outstanding as of Feb 1, 2025; vests June 11, 2025 |
- Director ownership guidelines: Non-employee directors must hold shares/RSUs equal to 5× the annual cash retainer by the fifth anniversary; as of Feb 1, 2025, each director with ≥5 years of service was in compliance (Smith joined in 2019) .
Governance Assessment
- Strengths: Independent director with deep omnichannel and logistics expertise aligned to Ulta’s operating model; active member of Nominating & Governance with documented ESG and board evaluation oversight; strong attendance; clear prohibition on hedging/pledging and no related-person transactions in FY24 .
- Alignment: Mix of cash and time-based RSU retainer fosters ownership; RSU grants and director ownership guidelines (5× cash retainer) reinforce long-term alignment; Smith appears compliant given tenure ≥5 years .
- Pay structure changes: Board increased cash retainers mid-2024 to market levels; no meeting fees disclosed; equity retainer remained standardized, minimizing pay-for-attendance incentives .
- Potential risk watchpoints: Venture activities (Footwork) could create future transaction touchpoints—Ulta’s robust related-party policy and Audit Committee review mitigate risk; continued monitoring for any portfolio company dealings is prudent. No actual conflicts disclosed for FY24 .
RED FLAGS
- Related-party transactions: None disclosed (clean) .
- Hedging/pledging: Prohibited (policy safeguard) .
- Attendance: Met Board/committee attendance expectations (no director <75%) .
- Ownership compliance: Directors with ≥5 years of service (including Smith) met/exceeded guidelines .