Michelle Collins - Director | Ulta Beauty (ULTA) Executive Profile & Compensation

About Michelle Collins

Michelle L. Collins is an independent director of Ulta Beauty, serving since 2014, and is age 65 . She brings over 30 years of corporate finance and governance experience from private equity and investment banking roles, and is designated an Audit Committee financial expert by Ulta’s Board . Her education includes a B.A. from Yale University and an M.B.A. from Harvard Graduate School of Business .

Past Roles

Organization	Role	Tenure	Notes/Impact
Cambium LLC	President	Since 2007	Business and financial advisory leadership
Svoboda Capital Partners LLC	Co-Founder & Managing Director; Advisory Board Member	1998–2006; Advisory Board since 2007	Lower-middle market PE; manages over $400M of capital
William Blair & Company, LLC	Principal, Corporate Finance Department	1992–1997	Advised on public equity offerings; specialty retail, direct marketing, distribution exposure

External Roles

Organization	Role	Tenure	Committees/Impact
Ryan Specialty Holdings (NYSE: RYAN)	Director	Since 2021	Public company board; specialty insurance
Canadian Imperial Bank of Commerce (TSX/NYSE: CM)	Director	Since 2017	Public company board; global financial services
CIBC Bancorp USA / CIBC Bank USA	Director	Since 2017	U.S. banking subsidiary boards
Health Care Service Corporation	Director	2009–2021	Private mutual insurer (Blue Cross plans)
Arrowstream, Inc.	Director	2009–2010	Supply chain tech
Blue Cross Blue Shield of Illinois	Director	2006–2009	Health insurance
CDW Corporation (NASDAQ: CDW)	Director	1996–2007	Technology reseller; public company

Board Governance

Independence: Ulta determined each current non-employee director is independent; Collins serves on the Audit and Compensation Committees and satisfies NASDAQ/SEC independence requirements .
Committee assignments and expertise: Member, Audit Committee (10 meetings in FY2024) and Compensation Committee (7 meetings in FY2024); designated as an “Audit Committee financial expert” by the Board .
Attendance: Board held eight meetings in FY2024; no incumbent director attended less than 75% of Board/committee meetings; all directors attended the 2024 Annual Meeting .
Board leadership: Separate, independent non-executive Chair; executive sessions held several times a year .
Voting standards: Majority vote in uncontested director elections and mandatory resignation policy for nominees failing to receive a majority .
Age limit: Directors over 75 generally not eligible to stand for re-election absent exception .
Overboarding limits: Corporate Governance Guidelines cap directors at no more than three other public company boards (one other for CEOs) .

Committee Participation and Activity

Committee	Role	FY2024 Meetings
Audit	Member; Audit Committee Financial Expert	10
Compensation	Member	7

Fixed Compensation

Ulta non-employee director retainers increased in June 2024 to align with market, paid pro-rata quarterly .

Role	Cash Retainer Before June 11, 2024 ($)	Cash Retainer After June 11, 2024 ($)
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

Collins’ FY2024 director pay:

Component	Amount ($)
Fees Earned or Paid in Cash	119,685
Stock Awards (grant-date fair value)	175,236
Total	294,921

Performance Compensation

Annual equity retainer: RSUs valued at $175,000 granted on annual meeting date; in FY2024, directors received 452 RSUs, vesting June 11, 2025; Collins elected to defer her 2024 RSUs until retirement or Board departure .

Grant Date	RSUs Granted (#)	Vest Date	Grant-Date Fair Value ($)	Deferral Election
June 11, 2024	452	June 11, 2025	175,236	Yes (deferred until retirement/termination)

Note: Ulta’s non-employee director RSUs are time-based; no performance metrics apply to director equity awards .

Other Directorships & Interlocks

Current public boards: Ryan Specialty (RYAN) and CIBC (CM); plus U.S. subsidiary boards of CIBC .
Overboarding: Within Ulta’s guidelines (≤3 other public boards) .
Related-party transactions: Ulta reported no related person transactions in FY2024 .
Potential interlocks: Service on a major bank’s boards (CIBC) creates potential proximity to financial services, but no disclosed Ulta transactions with related entities; Insider Trading Policy restricts hedging/pledging .

Expertise & Qualifications

Finance and governance expertise from PE/investment banking; distribution exposure from William Blair .
Audit Committee financial expert designation (financial literacy and expertise) .
Education: Yale B.A.; Harvard M.B.A. .

Equity Ownership

Item	Detail
Total Beneficial Ownership (Shares)	6,092
Ownership as % of Shares Outstanding	<1% (*)
RSUs Outstanding (as of Feb 1, 2025)	452 (deferred)
Hedging/Pledging	Prohibited by policy
Director Ownership Guideline	5x annual cash retainer; compliance met for directors ≥5 years

Governance Assessment

Strengths: Independent director; Audit and Compensation Committee membership; Audit Committee financial expert designation; strong attendance; ownership alignment via RSUs and 5x retainer guideline; no related-party transactions; robust clawback; no hedging/pledging; majority vote and resignation policy enhance accountability .
Compensation governance: Pay Governance engaged as independent consultant; no conflicts of interest reported; director retainer increases aligned to market .
Shareholder signals: 2024 say‑on‑pay support ~89% indicates constructive investor sentiment on compensation practices (context for overall governance climate) .
Potential risks/RED FLAGS: None disclosed regarding related‑party transactions, hedging/pledging, tax gross‑ups, option repricing, or overboarding; time commitments appear manageable within guidelines .
Overall: Collins’ finance/governance depth and committee roles support board effectiveness; policies and attendance bolster investor confidence, with limited conflict risk based on disclosures .