Rene Casares

About Rene Casares

Rene G. Casares is Chief Legal Officer of Ulta Beauty, appointed in April 2025; his initial SEC Form 3 shows the event date 04/28/2025 and his officer title as Chief Legal Officer . Casares holds a B.B.A. from the University of Notre Dame and a J.D. from Stanford Law School, and is 49 years old . Ulta Beauty’s recent performance context: FY2024 net sales were $11.3B (+0.8% YoY), operating income was $1.6B (13.9% margin); 5-year TSR was 54% and one-year TSR was -18% .

Past Roles

External Roles

Fixed Compensation

• Not disclosed for Casares in Ulta’s 2025 proxy; Ulta states “No Employment Agreements” and does not provide excise tax gross-ups for change-in-control or tax gross-ups for perquisites .

Performance Compensation

Ulta’s executive incentive design (company program context):

• Annual cash incentive: single metric—full-year Incentive EBT; FY2024 payout was 60.86% of target given Incentive EBT of $1.59B vs $1.73B target .
• LTIP mix for NEOs: 50% PBS (performance-based RSUs), 30% stock options, 20% time-based RSUs .

PBS metrics and payout framework (company program):

Casares’s disclosed initial equity awards (per Form 3):

Notes:

• Ulta generally vests options 25% annually over four years; RSUs cliff vest at 3 years in annual grants; PBSs add a third vesting year after two-year performance .
• Casares’s Form 3 explicitly discloses RSUs and options; no PBS grants are disclosed in the Form 3 .

Equity Ownership & Alignment

Employment Terms

• Change-in-control (CIC) plan: for all executive officers, including NEOs (applies to executive officers such as the Chief Legal Officer) .
  • Cash severance: CEO 3.0x; others 2.0x of salary plus bonus (greater of target at termination/consummation or anticipated based on performance) .
  • Pro-rated annual bonus for year of termination (based on actual performance) .
  • Equity acceleration: time-based awards vest; performance-based equity vests at greater of target or earned-to-date, subject to TSR modifier .
  • Benefits: Company-paid COBRA premiums up to 18 months .
  • “Best net” cutback for potential 280G excise tax exposure .
• Clawback policy: mandatory recovery for financial restatements; discretionary recovery for fraud/misconduct, Code of Conduct violations, and breaches of non-compete/non-solicit/confidentiality covenants; covers cash and equity incentives and gains realized .
• No employment agreements; no perquisite tax gross-ups; no option repricing .

Investment Implications

• Retention and alignment: RSUs vesting March 2028 and multi-year option vesting schedule create retention hooks and align Casares with long-term shareholder value; anti-hedging/pledging rules strengthen alignment .
• Performance linkage: Ulta’s incentive architecture emphasizes EBT and revenue over multi-year periods with TSR gating/modifier, constraining payouts in tougher cycles and rewarding profitable growth—important backdrop for legal/risk leadership incentives .
• Change-of-control economics: Standard double-trigger CIC benefits (2x salary+bonus for executive officers, equity acceleration, COBRA) reduce personal downside risk in strategic transactions without shareholder-unfriendly gross-ups .
• Selling pressure windows: Annual option vesting cadence and eventual RSU vest (2028) create potential Form 4 activity around quarterly windows; monitor insider filings for pre-planned 10b5-1 sales and incremental grants to gauge supply overhang .
• Governance quality signals: Strong clawback scope, prohibition on repricing and hedging/pledging, and absence of employment agreements support risk mitigation and discipline—positive for compensation alignment .

Additional context: Casares is actively executing corporate and board-level governance duties (e.g., signing 8-Ks and serving as proxy holder), reflecting embedded influence across disclosure controls and board processes .

## Data Appendix

### Company Incentive Outcomes and Metrics (FY2024)
| Metric | FY2024 Outcome |
|---|---|
| Net Sales | $11.3B **[1403568_0001558370-25-005260_tmb-20250611xdef14a.htm:39]** |
| Operating Income | $1.6B (13.9% margin) **[1403568_0001558370-25-005260_tmb-20250611xdef14a.htm:39]** |
| Say-on-Pay 2024 | ~89% approval **[1403568_0001558370-25-005260_tmb-20250611xdef14a.htm:43]** |
| Annual Incentive Payout | 60.86% of target (Incentive EBT $1.59B vs $1.73B target) **[1403568_0001558370-25-005260_tmb-20250611xdef14a.htm:47]** |

### Casares Initial Holdings and Awards (as filed)
| Item | Quantity / Terms |
|---|---|
| Common/RSUs | 1,853 shares total reported; includes 1,850 RSUs vesting 03/15/2028   |
| Options | 6,333 options @ $342.93, expire 04/07/2035; vest 25% annually (plan standard)  **[1403568_0001558370-25-005260_tmb-20250611xdef14a.htm:59]** |

Citations:

• Appointment/role and filings:
• Education/age and prior roles:
• Company performance and incentive design:
• Clawback/anti-hedging/ownership guidelines:
• CIC plan: