Patricia Little
Ulta BeautyAbout Patricia A. Little
Independent director at Ulta Beauty since 2019; age 64. She chairs the Audit Committee and is designated an “audit committee financial expert,” bringing over 30 years of finance, accounting, treasury and risk oversight experience including CFO roles at The Hershey Company and Kelly Services and senior leadership at Ford Motor Company. Education: B.A., Drake University; M.B.A., Carnegie Mellon University .
Past Roles
| Organization | Role | Tenure | Scope/Impact |
|---|---|---|---|
| The Hershey Company | Chief Financial Officer | 2015–2019 | Oversaw enterprise financial systems, strategic capital allocation, ERM, and financial reporting |
| Kelly Services, Inc. | Chief Financial Officer | 2008–2015 | Led corporate finance and disciplined cost management across a multinational organization |
| Ford Motor Company | General Auditor; senior roles in accounting and corporate finance | 1984–2008 (GA 2006–2008) | Head of global accounting; extensive international finance leadership |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| McCormick & Company, Inc. (NYSE: MKC) | Director | 2010–2025 | Public company board service; enhances governance and finance expertise |
Board Governance
- Independence: Board determined all non-employee directors, including Little, are independent; she satisfies NASDAQ and SEC independence standards .
- Committee assignments: Audit Committee Chair; Audit Committee member; designated audit committee financial expert .
- Meeting cadence and attendance: Board met 8 times in fiscal 2024; Audit Committee met 10 times. No director attended less than 75% of aggregate Board/committee meetings, and all directors then in office attended the 2024 Annual Meeting .
- Risk oversight: As Audit Chair, she oversees financial reporting integrity, internal controls, auditor independence and technology/cyber/data privacy risks; the Audit Committee also oversees enterprise risk management .
- Board structure: Separate independent Chair; majority voting standard in uncontested elections; age limit 75; director resignation policy; proxy access; overboarding limits (≤3 other public boards) .
Fixed Compensation
| Component | Amount | Timing/Notes |
|---|---|---|
| Non-employee director annual cash retainer | $125,000 (after June 11, 2024); previously $110,000 | Increased June 2024; paid pro-rata quarterly |
| Audit Committee Chair cash retainer | $40,000 (after June 11, 2024); previously $30,000 | Chair premium; pays quarterly |
| Patricia A. Little – fees earned in cash (FY2024) | $145,509 | Reflects base + chair retainer, pro-rated across pre/post increase |
Performance Compensation
| Component | Grant Date | Units/Value | Vesting | Notes |
|---|---|---|---|---|
| Annual equity retainer (RSUs) – directors | Annual Meeting (June 11, 2024) | 452 RSUs per director; grant-date fair value ~$175,236 | RSUs vest June 11, 2025 | Equity retainer totals $175,000; rounded to nearest whole share; promotes ownership alignment |
| Patricia A. Little – stock awards (FY2024) | Annual Meeting (June 11, 2024) | $175,236 | As above | Director equity is time-based RSUs; no performance metrics disclosed for director equity |
No director options or performance-based equity disclosed for non-employee directors; equity awards are time-based RSUs intended to align director and shareholder interests .
Other Directorships & Interlocks
| Company | Relationship to ULTA (supplier/customer/competitor) | Potential Conflict Notes |
|---|---|---|
| McCormick & Company, Inc. | Food and spices; no apparent direct overlap with beauty retail | Low conflict; no related-party transactions reported for FY2024 |
Expertise & Qualifications
- Finance, audit, and risk oversight: Former CFO and head of global accounting; designated as an audit committee financial expert by the Board .
- International operations: Led finance organizations at multinational companies (Ford, Kelly Services, Hershey) .
- Strategic capital allocation and cost management: Track record in profitable, sustainable model development and disciplined enterprise cost management .
- Education: B.A. (Drake University); M.B.A. (Carnegie Mellon University) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | RSUs Outstanding (as of Feb 1, 2025) | Pledging/Hedging |
|---|---|---|---|---|
| Patricia A. Little | 2,648 | <1% | 452 RSUs | Company policy prohibits hedging, derivatives, pledging, and margin accounts for directors |
- Director stock ownership guidelines: Non-employee directors must hold Company stock or RSUs equal to 5x the annual cash retainer by the fifth anniversary; all non-employee directors with ≥5 years of service met or exceeded guidelines as of Feb 1, 2025 (Little has ≥6 years) .
Governance Assessment
- Strengths: Independent director with deep CFO/audit background; Audit Committee Chair and financial expert designation; robust meeting cadence and full attendance; strong ownership alignment via RSUs and 5x retainer guideline; strict anti-hedging/pledging policy; no related-party transactions reported for FY2024 .
- Risks/Red flags: None disclosed specific to Little; Board-level policies include majority voting and resignation policy mitigating entrenchment risk .
- Shareholder sentiment: Say-on-pay approval ~89% in 2024 indicates supportive environment for compensation governance, indirectly reinforcing board oversight credibility .
Notes on Committee Process and Compensation Benchmarking
- Compensation Committee (separate from Audit) uses independent consultant Pay Governance; no conflicts of interest; the committee also sets non-employee director compensation and conducts annual pay risk reviews .
- Peer group methodology and updates disclosed; enhances credibility of compensation benchmarking (executive and director) .
Related Party / Conflicts Check
- Policy requires Audit Committee review/approval of related person transactions >$120,000; none occurred in FY2024. This, along with independence determinations and anti-pledging rules, reduces conflict risk .