DEF 14A of lululemon athletica inc.
Filed Apr 29, 2025 · FY20240001397187-25-000017
TABLE OF CONTENTS
| 2024 GRANTS OF PLAN-BASED AWARDS | 66 | | 2024 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END | 69 | | 2024 OPTION EXERCISES AND STOCK VESTED | 72 | | POTENTIAL POST-EMPLOYMENT PAYMENTS FOR EXECUTIVE OFFICERS | 74 | | CEO PAY RATIO | 79 | | PAY VERSUS PERFORMANCE | 80 | | PROPOSAL NO. 4 - SHAREHOLDER PROPOSAL | 84 | | CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 87 | | PRINCIPAL SHAREHOLDERS AND SHARE OWNERSHIP BY MANAGEMENT | 88 | | TRANSACTION OF OTHER BUSINESS | 90 | | SHAREHOLDER PROPOSALS FOR THE 2026 ANNUAL MEETING OF SHAREHOLDERS | 91 | | APPENDIX A - NON-GAAP FINANCIAL MEASURES | 92 |
Board of Directors
Board of Directors
Board of Directors
| Martha (Marti) Morfitt, Chair of the Board | | | | | Biography | Independent | | | Marti Morfitt has been a member of our board of directors since December 2008 and served as board chair since March 2022. She is a principal of River Rock Partners, Inc., a business and cultural transformation consulting firm, a role she has held since 2008. From 2009 to 2012, Ms. Morfitt served as chief executive officer of Airborne, Inc., and from 2001 to 2007, she was president and chief executive officer of CNS, Inc. after serving as chief operating officer from 1998 to 2001. Since 1995, Ms Morfitt has garnered extensive public company board experience with a range of companies. She currently serves on the boards of directors of Graco, Inc. and Olaplex Holdings, Inc and previously served on the boards of directors of Mercer International Inc. and Life Time Fitness, Inc. Ms. Morfitt holds an H.B.A. from the Richard Ivey School of Business at the University of Western Ontario and an M.B.A. from the Schulich School of Business at York University. | Director since 2008 | | | | 67 years old | | | | Committees | | | | Audit (Financial expert) | | | | Favorite lululemon products | | | | Charge Feel Shoes | | | | Wunder Train Shorts | | | Key Qualifications | | | | Extensive leadership experience in branded consumer businesses, and strategic planning, and public company governance. | |
Board of Directors
| David Mussafer, Lead Director | | | | | Biography | Independent | | | David Mussafer has served as lead director since September 2014 and has been a member of our board since that time and previously from 2005 to 2010. He is chairman and managing partner of Advent International, L.P. which he joined in 1990. Prior to Advent, he worked at Chemical Bank and Adler & Shaykin. Mr. Mussafer has led or co-led more than 37 buyout investments across a range of industries. He currently serves on the board of directors of Olaplex Holdings Inc. He previously served on the boards of directors of several public and private companies, including First Watch Restaurants, Inc. Mr. Mussafer holds a B.S.M., cum laude, from Tulane University and an M.B.A. from the Wharton School at the University of Pennsylvania. | Director since 2014 | | | | 61 years old | | | | Committees | | | | CRSG (Chair) | | | | Favorite lululemon products | | | | ABC Pants | | | | Down For It All Vest | | | Key Qualifications | | | | Deep financial experience, private equity and international business perspective, and strong background in corporate governance. | |
Board of Directors
| Michael Casey, Director | | | | | Biography | Independent | | | Michael Casey has been a member of our board of directors since October 2007 and was board chair and co-chair from 2014 to 2017. He retired from Starbucks Corporation in October 2007 after serving as chief financial officer, executive vice president, and chief administrative officer. Mr. Casey also held senior roles at Family Restaurants, Inc., and El Torito Restaurants, Inc., and served on the board of directors of the Nasdaq OMX Group, Inc. from 2001 to 2012. Mr. Casey holds a B.A. in Economics, cum laude, from Harvard College and an M.B.A. from Harvard Business School. | Director since 2007 | | | | 79 years old | | | | Committees | | | | Audit (Financial Expert) | | | | PCCC | | | | Favorite lululemon products | | | Key Qualifications | Zeroed In Short Sleeve Shirt | | | Deep experience in corporate finance, accounting, retail operations, strategic planning, and public company governance. | ABC Pants |
Board of Directors
| Shane Grant, Director | | | | | Biography | Independent | | | Shane Grant has been a member of our board of directors since November 2023. He currently serves as Group Deputy CEO, CEO Americas and EVP Dairy, Plant-Based and Global Sales at Danone. He joined Danone in 2020 after nearly 20 years with The Coca-Cola Company in global and operational leadership roles. Earlier in his career, he held senior roles at Unilever. Mr. Grant currently serves on the boards of directors of the US Food Industry Association, Consumer Brands Association, and is a member of the American Heart Association CEO roundtable and World 50. Mr. Grant holds Business and Arts degrees from the University of Auckland. | Director since 2023 | | | | 50 years old | | | | Committees | | | | Audit | | | | Favorite lululemon products | | | | Textured Space Bomber Jacket | | | | Smooth Spacer Crew | | | Key Qualifications | | | | Extensive leadership experience in consumer brands, global business operations, and international market expansion. | |
Board of Directors
| Kathryn Henry, Director | | | | | Biography | Independent | | | Kathryn Henry has been a member of our board of directors since January 2016. She was a co-founder and early investor in LightBrite and served as its CEO from 2022 to 2023. From 2015 to 2022, she provided strategic consulting to retail and technology firms. Ms. Henry previously served as chief information officer, logistics & distribution of lululemon from 2010 to 2014 and held executive roles at Gap, Inc. Levi Strauss & Co. She currently serves on the board of directors of Prenetics Global Limited. | Director since 2016 | | | | 59 years old | | | | Committees | | | | Audit | | | | PCCC | | | Key Qualifications | Favorite lululemon products | | | Strong technology and retail experience, with valuable insight into lululemon's business and operations. | Beyond Feel Trail Running Shoe | | | | Down For It All Vest |
Board of Directors
| Teri List, Director | | | | | Biography | Independent | | | Teri List has been a member of our board of directors since March 2024. She served as executive vice president and chief financial officer of Gap Inc, from 2017 to June 2020. She previously held chief financial officer roles at DICK’s Sporting Goods and Kraft Food Group, and senior financial roles at Procter & Gamble. Ms. List began her career at Deloitte LLP. She currently serves on the boards of directors of Danaher Corporation, Microsoft Corporation, and Visa Inc., and previously served on the boards of directors of Double Verify and Oscar Health, Inc. Ms. List has a B.S. in accounting and an honorary doctorate from Northern Michigan University and is a certified public accountant. | Director since 2024 | | | | 62 years old | | | | Committees | | | | Audit (Chair, Financial expert) | | | | Favorite lululemon products | | | | Align High-Rise Pant | | | | Softstreme High-Rise Pant | | | Key Qualifications | | | | Extensive financial leadership in global consumer and retail businesses, with board experience across technology and consumer sectors. | |
Board of Directors
| Alison Loehnis, Director | | | | | Biography | Independent | | | Alison Loehnis has been a member of our board of directors since January 2022. She is currently ad-interim CEO and president of Yoox Net-a-Porter (YNAP). Since joining YNAP in 2007, she held multiple leadership roles and was instrumental in launching TheOutnet.com and MrPorter.com. She previously worked at LVMH, Hachette Filipacchi, The Walt Disney Company, and began her career at Saatchi & Saatchi. Ms. Loehnis holds a degree in Art History from Brown University. | Director since 2022 | | | | 54 years old | | | | Committees | | | | PCCC | | | | Favorite lululemon products | | | Key Qualifications | Glow-Up Super High Rise Tights | | | Strong background in brand marketing, global e-commerce, and international retail leadership. | Steady State Pullover Hoodie |
Board of Directors
| Isabel Mahe, Director | | | | | Biography | Independent | | | Isabel Mahe has been a member of our board of directors since November 2022. She is vice president and managing director of Greater China at Apple Inc., where she previously served as vice president of Wireless Technologies. Ms. Mahe also held leadership roles at Palm and other technology companies. She served on the board of directors of Starbucks from 2019 to 2023 and was named to Fortune’s 50 Most Powerful Women list in 2021 and 2022. Ms. Mahe holds a B.A.Sc. and M.Eng. from Simon Fraser University and an M.B.A. from the University of California, Berkeley. | Director since 2022 | | | | 51 years old | | | | Committees | | | | CRSG | | | | PCCC | | | | Favorite lululemon products | | | Key Qualifications | Align High Rise Pants | | | Track record of innovation and leadership in global markets, with deep experience in product and technology strategy. | Scuba Mid-Rise Wide-Leg Pant |
Board of Directors
| Jon McNeill, Director | | | | | Biography | Independent | | | Jon McNeill has been a member of our board of directors since April 2016. He is chief executive officer of DVx Ventures and was previously chief operating officer of Lyft, Inc. and president of Tesla Motors Inc. He also served as chief executive officer of Enservio, Inc., and founded multiple businesses, including TruMotion, Sterling, First Notice Systems and Trek Bicycles Stores, Inc. He began his career at Bain & Company and currently serves on the board of directors of General Motors. Mr. McNeill is a graduate of Northwestern University. | Director since 2016 | | | | 57 years old | | | | Committees | | | | CRSG | | | | Favorite lululemon products | | | | License to Train Shorts | | | Key Qualifications | Soft Jersey Pullover Hoodie | | | Entrepreneurial and operational leadership across technology and consumer businesses, with deep innovation experience. | |
Board of Directors
| Emily White, Director | | | | | Biography | Independent | | | Emily White has been a member of our board of directors since November 2011. She is president of Anthos Capital. Previously, she was chief operating officer at Snap, Inc, and held leadership roles at Facebook and Instagram from 2010 to 2013. From 2001 to 2010, Ms. White worked at Google in several executive roles. She currently serves on the boards of directors of Olaplex Holdings Inc., Guayaki Sustainable Rainforest Products, Inc., and Gretel.ai, and previously served on the boards of directors of Graco, Inc., the National Center for Women in I.T., and X-Prize. She holds a B.A. in Art History from Vanderbilt University. | Director since 2011 | | | | 46 years old | | | | Committees | | | | PCCC (Chair) | | | | CRSG | | | | Favorite lululemon products | | | | Fast & Free High Rise Thermal Tight | | | Key Qualifications | | | | Experienced technology executive and investor with extensive experience in digital platforms, consumer engagement, and emerging technologies. | Wunder Puff Cropped Vest |
Board of Directors
ELECTION OF DIRECTORS We have a classified board of directors currently consisting of 11 members, divided into three classes: •Class I directors, whose terms expire at the 2026 annual meeting •Class II directors, whose terms expire at the 2027 annual meeting •Class III directors, whose terms expire at the 2025 annual meeting Michael Casey has informed us of his decision to resign as a director, effective June 12, 2025. Following his resignation, the board of directors is expected to reduce its size from eleven to ten members.
Director Nominees for Election at the 2025 Annual Meeting
Director Nominees for Election at the 2025 Annual Meeting The corporate responsibility, sustainability and governance committee of our board of directors has evaluated the Class III directors whose terms expire at the 2025 annual meeting, in accordance with the criteria outlined in our "guidelines for evaluating director candidates." Following this evaluation, the board of directors has nominated the three individuals listed in the opposite table for re-election as Class III directors. If elected, each nominee will serve a three-year term expiring at the 2028 annual meeting, and until their successors are duly elected and qualified, or until earlier resignation or removal. The board of directors has no reason to believe that any nominee will be unable to serve as a director. If any nominee is unavailable, proxies may be voted in favour of a substitute nominee selected by the board of directors. There are no family relationships among any of the directors or executive officers.
Director Nominees for Election at the 2025 Annual Meeting
| Name | Age(1) | Director Since | | Class III directors (whose terms would expire at the 2028 annual meeting) | | | | Kathryn Henry | 59 | 2016 | | Alison Loehnis | 54 | 2022 | | Jon McNeill | 57 | 2016 |
Director Nominees for Election at the 2025 Annual Meeting
(1) Age as of April 29, 2025.
Our Board of Directors
Our Board of Directors The following table states the name, principal occupation, age, tenure, and committees of each of our current directors (including the nominees to be elected at this meeting), and the period during which each has served as a director of lululemon.
Our Board of Directors
| Name | Occupation | Age(1) | Director Since | Tenure (Years) | Independent | Audit Committee | Corporate Responsibility, Sustainability & Governance Committee | People, Culture & Compensation Committee | | Class I directors (whose terms expire at the 2026 annual meeting)(2) | | | | | | | | | | Michael Casey | Retired Executive Vice President, Chief Financial Officer and Chief Administrative Officer of Starbucks Corporation | 79 | 2007 | 18 | l | l | | l | | David Mussafer Lead Director | Chairman and Managing Partner of Advent International, L.P. | 61 | 2014 | 11 | l | | Chair | | | Shane Grant | Group Deputy CEO, CEO Americas and EVP Dairy, Plant Based and Global Sales of Danone | 50 | 2023 | 1 | l | l | | | | Teri List | Retired Executive Vice President and Chief Financial Officer of Gap, Inc. | 62 | 2024 | 1 | l | Chair | | | | Class II directors (whose terms expire at the 2027 annual meeting) | | | | | | | | | | Isabel Mahe | Vice President and Managing Director of Greater China at Apple Inc. | 51 | 2022 | 2 | l | | l | l | | Calvin McDonald | Chief Executive Officer of lululemon athletica inc. | 53 | 2018 | 7 | | | | | | Martha Morfitt Chair | Principal of River Rock Partners Inc. | 67 | 2008 | 17 | l | l | | | | Emily White | President of Anthos Capital | 46 | 2011 | 14 | l | | l | Chair |
Our Board of Directors
| Name | Occupation | Age(1) | Director Since | Tenure (Years) | Independent | Audit Committee | Corporate Responsibility, Sustainability & Governance Committee | People, Culture & Compensation Committee | | Class III directors (whose terms expire and are nominees for re-election at the 2025 annual meeting) | | | | | | | | | | Kathryn Henry | Co-Founder and Advisor of LightBrite | 59 | 2016 | 9 | l | l | | l | | Alison Loehnis | Ad-interim CEO and President of Yoox Net-a-Porter | 54 | 2022 | 3 | l | | | l | | Jon McNeill | Chief Executive Officer of DVx Ventures | 57 | 2016 | 9 | l | | l | |
Our Board of Directors
(1) Age is as of April 29, 2025. (2) Following Mr. Casey’s resignation, which will be effective June 12, 2025, Class I is expected to be comprised of three directors.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION
Director Compensation Philosophy
Director Compensation Philosophy Our people, culture and compensation committee considers the specific duties and responsibilities for our non-employee director compensation program. We believe an offering of both cash and equity grants is best to attract and retain qualified candidates and aligns our directors' interest with our shareholders. In setting our director compensation, the people, culture, and compensation committee annually reviews our pay in an effort to ensure we remain competitive, and consults with its independent compensation advisor, Willis Towers Watson Public Limited Company (WTW), for recommendations and market practice.
Director Compensation Design
Director Compensation Design For 2024, directors who served on the board of directors received cash retainers as appropriate to position and services performed. Furthermore, each non-employee director receives an annual grant of restricted stock awards under our 2023 equity incentive plan. These annual awards are generally granted after the annual meeting of shareholders each year if the director continues to be a member of our board of directors. For 2024, directors who served on the board of directors for the full fiscal year received an award of restricted stock having a fair value at the time of grant equal to approximately $160,000, subject to one year vesting. Non-employee directors who join our board of directors other than in connection with an annual meeting generally receive these awards on a pro-rata basis.
Fiscal 2024 Director Compensation
Fiscal 2024 Director Compensation The following table shows the amount of compensation we paid to each of our non-employee directors for fiscal 2024 for serving on our board of directors:
Fiscal 2024 Director Compensation
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | Martha Morfitt | 274,148 | 159,439 | 433,587 | | David Mussafer | 179,148 | 159,439 | 338,587 | | Michael Casey | 156,648 | 159,439 | 316,087 | | Shane Grant | 114,148 | 165,054 | 279,202 | | Kathryn Henry | 126,648 | 159,439 | 286,087 | | Teri List(2) | 82,188 | 142,901 | 225,089 | | Alison Loehnis | 114,148 | 159,439 | 273,587 | | Isabel Mahe | 121,648 | 159,439 | 281,087 | | Jon McNeill | 114,148 | 159,439 | 273,587 | | Emily White | 151,223 | 159,439 | 310,662 |
Fiscal 2024 Director Compensation
(1)The amounts in this column represent the expense we recognized in fiscal 2024 in accordance with FASB ASC Topic 718. See the notes to our financial statements contained in our Annual Report on Form 10-K for the fiscal year ended February 2, 2025 for a discussion of all assumptions made by us in determining the FASB ASC Topic 718 values of our equity awards. (2)Ms. List joined the board of directors effective March 15, 2024.
Director Compensation
Director Compensation Following a review of the non-employee director compensation program, the board of directors determined not to make any changes for fiscal 2025.
Director Compensation
| | Fees ($) | | Base Annual Cash Retainer | | | All Non-Employee Directors | 100,000 | | Additional Retainers | | | Chair | 160,000 | | Lead Director | 50,000 | | Audit Committee Chair | 30,000 | | People, Culture and Compensation Committee Chair | 30,000 | | Corporate Responsibility, Sustainability and Governance Committee Chair | 20,000 | | Audit Committee Member | 15,000 | | People, Culture and Compensation Committee Member | 12,500 | | Corporate Responsibility, Sustainability and Governance Committee Member | 10,000 | | Sub-committees - additional compensation may be provided | | | Equity Grant | | | All Non-Employee Directors | 160,000 |
Executive Compensation Design
| Element | Purpose | How it Works | Link to Business Strategies | | Base Salary | Provides base level of earnings throughout the year. It considers multiple factors including responsibilities, experience, external market, and historical performance. | Payable in arrears subject to deductions required by law or authorized by the executive. | Competitive base salary levels support attracting and retaining executive talent. Base salaries are generally targeted near the market median of base salaries of similarly situated executives at peer group companies. | | Bonus | Rewards the achievement of annual financial and strategic goals. | Generally awarded in the form of annual cash performance bonus awards and payable based on the achievement of corporate performance goals established by the people, culture and compensation committee. | Performance metrics and incentive targets are set during the first part of the fiscal year and align with our financial goals. Performance metrics typically include operating income and net revenue. | | Long-term Incentive Awards | Rewards the achievement of our long-term performance goals and aligns the incentives of our executives with the interests of our shareholders. | Generally awarded in three equity vehicles: (1) Stock options; (2) Performance-based Restricted Stock Units (PSUs); and (3) Restricted stock units (RSUs). | Stock options and RSUs provide incentives for long-term shareholder value creation and support long-term retention. PSUs are designed for our executives to deliver on long-term financial performance metrics we believe are drivers of shareholder value creation. All our equity programs are designed to encourage equity ownership for our executives to align their interest with shareholders. The ultimate value received by the executive officers is also linked to the performance of our share price. |
Executive Compensation Design
| What we do | | What we don't do | | | a | Align executive compensation with shareholder interests through short and long-term incentives which are linked to our financial performance | x | Permit hedging or pledging of company stock | | a | Conduct annual reviews of compensation programs and practices | x | Provide excessive benefits or perquisites | | a | Set challenging performance goals for our annual bonus and PSUs | x | Reprice stock options | | a | Retain an independent compensation consultant | x | Provide single-trigger severance or permit golden parachute tax gross-ups following a change in control | | a | Maintain meaningful and market-competitive stock ownership guidelines for the chief executive officer, executive officers, and non-employee directors | x | Grant stock options at a discount to market price | | a | Include double-trigger change in control provisions in equity awards | x | Enter into employment agreements with multi-year terms | | a | Consider relevant market practices when establishing compensation | | | | a | Assess and mitigate undue risk in compensation programs | | | | a | Include clawback provisions in our cash and equity incentive plans | | |
Role of the Compensation Consultant
Role of the Compensation Consultant Our independent consultant The committee has engaged WTW as its independent consultant for executive officer and director compensation matters and other topics under the committee's purview. WTW reports directly to the committee, reviews certain materials, attends meetings as requested, provides market data and recommendations, advises on evolving trends and best practices in compensation and committee governance, evaluates policies and practices, conducts pay equity studies and reviews the compensation discussion and analysis disclosure in our proxy statement. During 2024, management also engaged WTW for consulting services regarding survey data, research products, and international compensation plans and policies. The WTW team members engaged by management for these other services were different from those engaged by the committee. The total fees for these additional services were less than $120,000. Determination of independence The committee reviewed its relationship with WTW when assessing whether the engagement raised any conflict of interest. Factors the committee considered included the six required factors under SEC and Nasdaq rules regarding committee advisor independence, which include (1) other services provided by the advisor's firm, (2) fees as a percentage of firm revenue, (3) any policies and procedures maintained by the advisory firm to prevent or mitigate potential conflicts of interest, (4) any business or personal relationship of the compensation advisor with a member of the committee, (5) any company stock owned by the compensation advisor, and (6) any business or personal relationship of the compensation advisor or the firm employing the advisor with an executive officer of lululemon. The committee believes that WTW has been independent during its service for the committee.
Role of People, Culture and Compensation Committee and Chief Executive Officer in Executive Compensation
| 2024 Compensation | | | | | | | | We align our executives' pay with performance, resulting in a substantial portion of executive pay being at-risk and tied to objective performance goals, including our annual bonus awards, and long-term incentives. The primary focus of our executive compensation is to drive long-term performance and value for our shareholders. | | | | The charts shown opposite illustrate our executive officers' 2024 total compensation (i.e., for those who worked the full fiscal year). A significant portion of the total incentive compensation for each of our executives is directly related to our financial performance results and other performance factors designed to measure our progress against our strategic plans. | | | | Peer Group | 2024 Peer Group | | | Annually, the committee reviews and updates the peer group used for benchmarking executive compensation to help ensure our pay practices remain competitive within the most relevant market. In selecting peers, the committee considers: •Companies of comparable size based on revenue, operating income, and market capitalization; and •Companies that compete with us for leadership talent. The committee with the support from WTW reviewed and approved the peer group used to benchmark executive compensation for 2024, ensuring that it remained relevant to our business strategy, industry and growth profile. For 2025, the committee approved an updated peer group, replacing some companies with others more closely aligned with our size, business alignment or other factors. While no single company or set of companies is directly comparable to lululemon, the peer group is designed to reflect our high growth profile and strong consumer brand orientation, with a continued emphasis on the retail industry. The 2025 updates continue to align with these objectives. | Adidas AG | Puma SE | | | Capri Holdings Limited | PVH Corp. | | | Chipotle Mexican Grill, Inc. | Ralph Lauren Corporation | | | Columbia Sportswear Company | Tapestry, Inc. | | | Deckers Outdoor | Ulta Beauty, Inc. | | | The Estée Lauder Companies Inc. | Under Armour, Inc. | | | Hanesbrands Inc. | Urban Outfitters | | | Levi Strauss & Co. | V.F. Corporation | | | Nordstrom, Inc. | Williams-Sonoma, Inc. | | | 2025 Peer Group | | | | Adidas AG | Ralph Lauren Corporation | | | Chipotle Mexican Grill, Inc. | Ross Stores, Inc. | | | DICK'S Sporting Goods, Inc. | Skechers, U.S.A., Inc. | | | The Estée Lauder Companies Inc. | Starbucks Corporation | | | The Gap, Inc. | Tapestry, Inc. | | | Levi Strauss & Co. | Ulta Beauty, Inc. | | | Nike, Inc. | Under Armour, Inc. | | | Nordstrom, Inc. | V.F. Corporation | | | PUMA SE | Williams-Sonoma, Inc. | | | PVH Corp. | |
Bonus
Bonus Design Our annual cash performance bonuses are designed to reward executive officers for achieving financial and strategic goals. These bonuses recognize performance against annual metrics, complementing our equity grants, which are intended to incentivize long-term performance and value creation. The committee typically establishes the components of the annual cash performance bonus in the first quarter of each fiscal year and may consider one or more of the following: •Target annual levels for each of our executive officers, expressed as a percentage of base salary; •Financial performance measures; •Relative weighting of each financial performance measure; •Threshold, target and maximum goals for each financial performance measure; and •Range of potential payouts for the annual cash bonus awards. After the end of each fiscal year, the committee reviews performance against the company's performance goals to determine the annual bonus payouts for executive officers. In making this determination, the committee may adjust financial performance calculations to exclude extraordinary, unusual, or non-recurring items. The committee also retains discretion in determining the final bonus amounts. Generally, executive officers must be employed on the payment date to receive a bonus, except in cases of termination due to death or disability. Target Annual Bonus Levels The target annual cash bonus levels for each of our named executive officers for 2024 are shown in the table below.
Bonus
| Named Executive Officer | Role | 2024 Target Bonus (as a % of Base Salary) | | Calvin McDonald | Chief Executive Officer | 200% | | Meghan Frank | Chief Financial Officer | 90% | | Celeste Burgoyne | President, Americas and Global Guest Innovation | 100% | | Nicole Neuburger | Chief Brand & Product Activation Officer | 90% | | André Maestrini | Executive Vice President, International | 90% | | Michelle Choe | Former Chief Product Officer | 100% |
Bonus
Financial Performance Measures & Relative Weighting The annual cash bonus awards for 2024 were determined based on operating income and net revenue, with each metric weighted equally at 50%. The final bonus payout reflects the combined performance of these two metrics. The committee believes this structure aligns the executive team with key critical financial priorities. Payout Range Actual payouts of the cash bonuses may vary from 0% of the target bonus level for performance below threshold, to 200% of the target bonus level for achieving or exceeding the maximum performance level determined by the committee at the beginning of the fiscal year. Fiscal 2024 Performance The committee determined that the 2024 financial goals were met, resulting in a weighted bonus payout calculation of 80.9% of the target bonus level. As a result, the actual bonuses paid to the named executive officers for 2024 performance represented 80.9% of their target bonus levels, and are reported in the Non-Equity Incentive Plan Compensation column of the summary compensation table.
Long-Term Incentive Awards
Long-Term Incentive Awards Design Equity awards are a key component of our executive compensation program, designed to support the achievement of our long-term performance goals and align the interests of our executives with those of shareholders. Providing a significant portion of our total compensation in equity-based awards helps us attract and retain top executive talent in a competitive market. The committee annually evaluates one or more aspects of our equity-based awards, including: •Target annual grant levels for each executive officer as a significant part of total compensation; •Financial performance metrics that align with company goals and shareholder interests; and •Program administration considerations, including market trends within our peer group. Target Equity Annual Grant The target annual equity grants for each of our named executive officers for 2024 are shown in the table below.
Long-Term Incentive Awards
| Named Executive Officer | Role | Fiscal 2024 Target Annual Equity Grant ($)(1) | | Calvin McDonald | Chief Executive Officer | 11,000,000 | | Meghan Frank | Chief Financial Officer | 3,000,000 | | Celeste Burgoyne | President, Americas and Global Guest Innovation | 4,000,000 | | Nicole Neuburger | Chief Brand & Product Activation Officer | 3,000,000 | | André Maestrini | Executive Vice President, International | 2,750,000 | | Michelle Choe(2) | Former Chief Product Officer | 3,750,000 |
Long-Term Incentive Awards
(1) Represents target equity grant as of the end of fiscal 2024. (2)Ms. Choe resigned from her position, effective June 21, 2024. Amount reported reflects annual equity grant as of that date. The committee granted the following types of equity awards to each executive officer for 2024. The equity mix is heavily weighted toward our PSUs, reinforcing the connection between executive compensation and the achievement of our long-term objectives. Equity Program Summary Our 2024 equity compensation program was designed to align the interests of our executives with those of our shareholders while driving long-term value creation. To achieve this, the program included a mix of equity awards that balance performance based incentives with retention objects. The three types of equity awards granted in 2024 are outlined in the table below.
Long-Term Incentive Awards
| Equity Program | PSUs(1) | Stock Options(2) | RSUs(1) | | How it Works | Each PSU represents a right to receive one share of our common stock on a specified settlement date if performance metrics have been met. | Each stock option represents a right to purchase one share of our common stock at the grant price, if the time vesting requirement has been met. Stock options are granted with an exercise price equal to the closing price of our common stock as reported on Nasdaq on the date of grant. Stock options expire on the seventh anniversary of their grant date. | Each RSU represents a right to receive one share of our common stock on a specified settlement date, if the time vesting requirement has been met. | | Vesting | PSUs generally vest on the third anniversary of the grant day (i.e., end of three-year performance period). | Stock options generally vest 1/4 on the annual anniversary of the grant day (i.e., fully vested on the fourth anniversary of the grant day). The expiry of stock options is generally seven years after the grant date. | RSUs generally vest 1/3 on the annual anniversary of the grant day (i.e., fully vested on the third anniversary of the grant day). | | Payout | The attainment of goals during the performance period may earn from 0% of target for performance below threshold to 200% of target for performance at or above maximum. | Stock options only have value to the extent that, on the date they are exercised, the company's share price is higher than the exercise price. | RSUs are earned subject to continued employment on the applicable vesting date. |
Long-Term Incentive Awards
(1)The grant date fair value of RSUs and PSUs is based on the closing price of our common stock on the grant date. (2)The grant date fair value of each stock option granted is estimated on the grant date using the Black-Scholes model.
Settlement of 2022 PSU Awards (2022-2024 Performance Period)
Settlement of 2022 PSU Awards (2022-2024 Performance Period) The committee established the following terms for the 2022 PSU awards: •The performance period spans three fiscal years (2022 to 2024). •Vesting was generally on the third anniversary of the grant date. •Minimum, target and maximum performance and payout levels were set in the first quarter of the performance period. •The performance metric is the three-year compound annual growth rate (CAGR) of operating income based on fiscal 2021 adjusted operating income of $1,374.7 million. •Payouts are structured with a threshold CAGR of 5%, a target CAGR of 10% and a maximum CAGR of 15%. The committee determined our annual operating income for 2024 was $2,505.7 million, which represented a three-year CAGR of 22.2% and resulted in a payout of 200% of the target PSU awards granted.
Future PSU Performance Periods
Future PSU Performance Periods Our executive officers are currently participating in the following ongoing PSU cycles:
Future PSU Performance Periods
| Cycle | Baseline(1) | Measure(2) | Performance Period | Payout Multiplier | | Fiscal 2023 - 2025 | 2022 - $1,789.1 M | Operating Income | 3 years | 0-200% multiplier | | Fiscal 2024 - 2026 | 2023 - $2,230.9 M | | | | | Fiscal 2025 - 2027 | 2024 - $2,505.7 M | | | |
Future PSU Performance Periods
(1) The baseline is the starting point for determining the achievement of performance goals. It is generally based on the prior year's operating income result as reported in the company's Consolidated Statements of Operations, or, if reported, the adjusted operating income reported in our earnings release or other EDGAR filings. The baseline for the Fiscal 2023 - 2025 and Fiscal 2024 - 2026 PSUs is the respective fiscal year's adjusted operating income. See the non-GAAP reconciliation table in Appendix A of this proxy statement for a reconciliation to the most directly comparable GAAP measures. (2) The committee generally assesses performance goal achievement using earnings before other income and taxes, as reported in the company's Consolidated Statements of Operations, or, if reported, the adjusted operating income from our earnings release or other EDGAR filings. The committee may adjust calculations (whether positive or negative) due to changes in accounting standards or extraordinary, unusual, or nonrecurring item occurring after the grant of an award.
Other Benefits
| Benefits | Employee Eligibility | Executive Officer Eligibility | | Medical, Dental and Vision Plans | ü | ü | | Life and Disability Insurance | ü | ü | | Change in Control and Severance Plan | ü | ü | | 401(k) Plan (or other defined contribution group savings program) | ü | ü | | Employee Discount | ü | ü | | Supplemental Life | ü | ü | | Parental Leave Policy | ü | ü | | Fitness Benefits | ü | ü | | Tax Preparation | ü | ü | | Relocation Assistance | ü | ü | | Employee Stock Purchase Plan | ü | Not offered |
Other Benefits
| Stock Ownership Guidelines | | | | | We believe our executive officers should have a meaningful ownership stake in lululemon to underscore the alignment of executive officer and shareholder interests and to encourage a long-term perspective. To bolster this philosophy, we maintain stock ownership guidelines for our executive officers in an effort to further align their interests with those of our shareholders. The stock ownership guidelines require that executive officers own a significant amount of lululemon common stock measured as a multiple of base salary as follows: | | | | | Position | Minimum Ownership Requirements (Dollar Value of Shares) | What counts to determine compliance with guidelines | What does not count to determine compliance with guidelines | | Chief Executive Officer | 5x Base Salary | Stock beneficially owned by the executive, and shares issued upon the vesting of RSUs and PSUs. | Unvested PSUs and RSUs and stock options (vested or unvested). | | Other Section 16 executive officers | 3x Base Salary | | | | Compliance period | Our executive officers are expected to meet the target stock ownership level within five years after they first become subject to the guidelines. Once the ownership threshold is met, executives are expected to maintain at least the target amount as long as they are subject to the guidelines. Under the guidelines, executives may not dispose of any stock if that would mean that the individual would not meet the required levels after the disposition. | | | | Compliance status | Executive officers generally must retain at least 75% of the shares they acquire from the vesting or exercise of equity awards (net of shares withheld to pay applicable taxes and exercise price, if applicable) until they meet the applicable ownership threshold. Under the guidelines, an individual may not dispose of any stock if that individual would not meet the required level after the disposition. The committee is responsible for administering, interpreting and monitoring compliance with the stock ownership guidelines. The committee has authority to determine any action to be taken as a result of an individual’s failure to comply with the requirements of these guidelines. The committee may waive, suspend or amend these guidelines, or extend these guidelines to other employees. | | |
Employment Agreements and Severance Arrangements
Employment Agreements and Severance Arrangements We have employment agreements with our named executive officers which allow us to terminate their employment with us at any time, with or without cause. These agreements provide them with severance benefits under certain circumstances, including if we terminate their employment without cause. These agreements were made in order to attract and retain the services of these particular executives. The agreements were the result of negotiations between the parties, which we believe resulted in employment and severance terms and conditions that are commercially competitive and typical of the terms and conditions afforded to similarly situated executives in other companies of similar size and stage of business life cycle operating in the retail apparel industry. In each case, any severance payments are contingent on the occurrence of certain termination events and are subject to the executive's compliance with the surviving terms of the employment agreement and other terms, which may include a non-compete, non-solicitation and non-disparagement agreement, as well as the executive's release of any employment-related claims the executive may have against us. These severance arrangements are intended to provide each executive with a sense of security in making the commitment to dedicate the executive's professional career to our success. These severance rights do not differ based on whether or not we experience a change in control.
Risk Considerations in Determining Compensation
| Name | Title | Fiscal 2025 Base Salary ($) | Fiscal 2025 Target Annual Bonus | Fiscal 2025 Annual Equity ($) | | Calvin McDonald | Chief Executive Officer | 1,400,000 | 200% | 13,000,000 | | Meghan Frank | Chief Financial Officer | 850,000 | 100% | 3,250,000 | | Celeste Burgoyne | President, Americas and Global Guest Innovation | 910,000 | 115% | 4,500,000 | | André Maestrini | Executive Vice President, International | 850,000 | 100% | 3,250,000 | | Nicole Neuburger | Chief Brand & Product Activation Officer | 800,000 | 100% | 3,000,000 |
Risk Considerations in Determining Compensation
Beginning in fiscal 2025, we revised the equity mix for our chief executive officer to 60% PSUs and 40% stock options, compared to the prior mix of 50% PSUs and 50% stock options. This change is intended to strengthen the alignment between our executive compensation program and long-term shareholder value creation, and reinforces our pay-for-performance philosophy. This updated mix also reflects market practice, aligning with the equity distribution generally observed for chief executive officers within our compensation peer group, where the proportion of performance-based equity is typically higher.
Summary Compensation Table
Summary Compensation Table The table below provides compensation information for each individual who served as our principal executive officer or our principal financial officer during fiscal 2024, as well as our three other highest-compensated executive officers for the year. In addition, we have included one former officer who would have been among the three other highest-compensated executive officers had she remained employed with us at the end of the fiscal year. Collectively, we refer to these individuals as our "named executive officers." The dollar amounts shown are in U.S. dollars. •The amounts originally in Canadian dollars were converted to U.S. dollars for this table using the average of the average exchange rates for each fiscal month during the applicable fiscal year. Applying this formula to fiscal 2024, fiscal 2023 and fiscal 2022, CDN$1.00 was equal to USD$0.726, USD$0.741 and USD$0.765 respectively. •The amounts originally in British pounds were converted to U.S. dollars for this table using the average of the average exchange rates for each fiscal month during the applicable fiscal year. Applying this formula to fiscal 2024, fiscal 2023 and fiscal 2022, GBP£1.00 was equal to USD$1.275, USD$1.248 and USD$1.226 respectively.
Summary Compensation Table
| Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Calvin McDonald, Chief Executive Officer | 2024 | 1,342,453 | — | 5,499,824 | 5,499,973 | 2,172,089 | 37,577 | 14,551,916 | | | 2023 | 1,292,308 | — | 5,000,011 | 4,999,937 | 5,169,231 | 33,290 | 16,494,777 | | | 2022 | 1,250,000 | — | 4,999,844 | 4,999,968 | 4,375,000 | 39,025 | 15,663,837 | | Meghan Frank, Chief Financial Officer | 2024 | 814,380 | | 2,099,878 | 900,031 | 592,950 | — | 4,407,239 | | | 2023 | 738,462 | — | 1,400,132 | 600,018 | 1,329,231 | 23,879 | 4,091,722 | | | 2022 | 684,615 | — | 1,050,099 | 450,020 | 1,232,308 | 70,796 | 3,487,838 | | Celeste Burgoyne, President, Americas and Global Guest Innovation | 2024 | 875,472 | — | 2,800,080 | 1,199,960 | 708,257 | 11,456 | 5,595,225 | | | 2023 | 842,308 | — | 2,799,906 | 1,200,037 | 1,684,615 | 11,407 | 6,538,273 | | | 2022 | 784,615 | — | 2,449,980 | 1,050,046 | 1,569,231 | — | 5,853,872 | | Nicole Neuburger, Chief Brand & Product Activation Officer | 2024 | 761,051 | — | 2,100,332 | 900,026 | 554,121 | 24,800 | 4,340,330 |
Summary Compensation Table
| Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | André Maestrini, EVP, International | 2024 | 800,755 | — | 1,925,055 | 825,023 | 583,030 | 57,543 | 4,191,406 | | | 2023 | 762,763 | — | 1,749,986 | 750,023 | 1,372,974 | 54,951 | 4,690,697 | | | 2022 | 673,104 | — | 1,399,881 | 600,026 | 1,211,587 | 70,697 | 3,955,295 | | Michelle Choe, Former Chief Product Officer(5) | 2024 | 329,636 | — | 2,625,075 | 1,124,946 | — | 248,054 | 4,327,711 | | | 2023 | 821,154 | — | 2,624,800 | 1,125,035 | 1,642,308 | 80,307 | 6,293,604 | | | 2022 | 784,615 | — | 2,449,980 | 1,050,046 | 1,569,231 | 39,826 | 5,893,698 |
Summary Compensation Table
(1)This column reflects the grant date fair value of PSUs and RSUs granted. See the "Grants of Plan-Based Awards Table" for information on PSUs and RSUs granted to our named executive officers in fiscal 2024. These amounts reflect the grant date fair value of the awards at target, and do not correspond to the actual value that will be realized by the executive officer. See the notes to our financial statements contained in our Annual Report on Form 10-K for the fiscal year ended February 2, 2025 for a discussion of all assumptions made by us in determining the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 718 values of our equity awards. (2)This column reflects the grant date fair value of stock options granted. See the "Grants of Plan-Based Awards Table" for information on stock options granted to our named executive officers in fiscal 2024. These amounts reflect the grant date fair value of the awards at target, and do not correspond to the actual value that will be realized by the executive officer. See the notes to our financial statements contained in our Annual Report on Form 10-K for the fiscal year ended February 2, 2025 for a discussion of all assumptions made by us in determining the FASB ASC Topic 718 values of our equity awards. (3)The non-equity incentive plan compensation is the annual performance-based cash bonus awards paid in accordance with the executive bonus plan and are reported for the fiscal year in which the relevant performance measures are satisfied rather than when awarded or paid. (4)The following table provides additional information with respect to "all other compensation":
Summary Compensation Table
| Name | Fiscal Year | Relocation Costs and Personal Tax Preparation Fees ($) | Tax Gross-Ups(a)(b) ($) | Company Match of 401(k) / RRSP ($) | Pension Allowance ($) | Other ($) | Total All Other Compensation ($) | | Calvin McDonald | 2024 | 12,146 | 13,975 | 11,456 | — | — | 37,577 | | | 2023 | 15,480 | 17,810 | — | — | — | 33,290 | | | 2022 | 12,672 | 14,580 | 11,773 | — | — | 39,025 | | Meghan Frank | 2024(c) | — | — | — | — | — | — | | | 2023 | 11,307 | 12,572 | — | — | — | 23,879 | | | 2022 | 33,522 | 37,274 | — | — | — | 70,796 | | Celeste Burgoyne | 2024 | — | — | 11,456 | — | — | 11,456 | | | 2023 | — | — | 11,407 | — | — | 11,407 | | | 2022(c) | — | — | — | — | — | — | | Nicole Neuburger | 2024 | 3,094 | 2,281 | 16,875 | — | 2,550 | 24,800 |
Summary Compensation Table
| Name | Fiscal Year | Relocation Costs and Personal Tax Preparation Fees ($) | Tax Gross-Ups(a)(b) ($) | Company Match of 401(k) / RRSP ($) | Pension Allowance ($) | Other ($) | Total All Other Compensation ($) | | André Maestrini(d) | 2024 | 551 | — | — | 43,229 | 13,763 | 57,543 | | | 2023 | — | — | — | 41,187 | 13,764 | 54,951 | | | 2022 | 15,234 | 14,062 | — | 32,116 | 9,285 | 70,697 | | Michelle Choe | 2024 | 3,094 | 244,960 | — | — | — | 248,054 | | | 2023 | 8,205 | 72,102 | — | — | — | 80,307 | | | 2022 | 12,443 | 27,383 | — | — | — | 39,826 |
Summary Compensation Table
(a) The amounts shown reflect tax gross-ups related to certain benefits to offset the additional taxes owed on the benefit received. (b) The amount shown for Ms. Choe also reflects tax equalization payments in connection with her Canadian and U.S. income taxes according to the terms of her employment agreement. (c) The aggregate of all personal benefits was less than $10,000. (d) Mr. Maestrini receives a pension allowance instead of participating in the pension scheme. (5)Ms. Choe resigned from her position as chief product officer, effective June 21, 2024. All unvested PSUs, RSUs and her performance-based cash award were forfeited at that time. All unvested options were also forfeited at that time.
2024 Grants of Plan-Based Awards
2024 Grants of Plan-Based Awards The following table shows each plan-based award made to a named executive officer in fiscal 2024.
2024 Grants of Plan-Based Awards
| | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock (#) | All Other Option Awards: Number of Securities Underlying Options (#)(2) | Exercise or Base Price of Option Awards ($/Share) | Grant Date Fair Value of Stock and Option Awards ($)(3) | | Name | Type of Award | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#)(1) | Target (#)(1) | Maximum (#)(1) | | | | | | Calvin McDonald | Stock Option | 03/25/2024 | — | — | — | — | — | — | — | 41,352 | 388.90 | 5,499,973 | | | Performance-Based Restricted Stock Unit | 03/25/2024 | — | — | — | 7,071 | 14,142 | 28,284 | — | — | — | 5,499,824 | | | Performance-Based Cash Award(4) | 03/25/2024 | 1,342,453 | 2,684,906 | 5,369,811 | — | — | — | — | — | — | — | | Meghan Frank | Restricted Stock Unit(5) | 03/25/2024 | — | — | — | — | — | — | 1,414 | — | — | 549,905 | | | Stock Option | 03/25/2024 | — | — | — | — | — | — | — | 6,203 | 388.90 | 825,023 | | | Performance-Based Restricted Stock Unit | 03/25/2024 | — | — | — | 1,768 | 3,536 | 7,072 | — | — | — | 1,375,150 | | | Performance-Based Cash Award(4) | 03/25/2024 | 366,471 | 732,942 | 1,465,884 | — | — | — | — | — | — | — | | | Restricted Stock Unit(5) | 06/07/2024 | — | — | — | — | — | — | 314 | — | — | 49,904 | | | Stock Option | 06/07/2024 | — | — | — | — | — | — | — | 1,380 | 317.86 | 75,009 | | | Performance-Based Restricted Stock Unit | 06/07/2024 | — | — | — | 197 | 393 | 786 | — | — | — | 124,919 | | Celeste Burgoyne | Restricted Stock Unit(5) | 03/25/2024 | — | — | — | — | — | — | 2,057 | — | — | 799,967 | | | Stock Option | 03/25/2024 | — | — | — | — | — | — | — | 9,022 | 388.90 | 1,199,960 | | | Performance-Based Restricted Stock Unit | 03/25/2024 | — | — | — | 2,572 | 5,143 | 10,286 | — | — | — | 2,000,113 | | | Performance-Based Cash Award(4) | 03/25/2024 | 437,736 | 875,472 | 1,750,943 | — | — | — | — | — | — | — |
2024 Grants of Plan-Based Awards
| | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock (#) | All Other Option Awards: Number of Securities Underlying Options (#)(2) | Exercise or Base Price of Option Awards ($/Share) | Grant Date Fair Value of Stock and Option Awards ($)(3) | | Name | Type of Award | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#)(1) | Target (#)(1) | Maximum (#)(1) | | | | | | Nicole Neuburger | Restricted Stock Unit(5) | 03/25/2024 | — | — | — | — | — | — | 1,286 | — | — | 500,125 | | | Stock Option | 03/25/2024 | — | — | — | — | — | — | — | 5,639 | 388.90 | 750,008 | | | Performance-Based Restricted Stock Unit | 03/25/2024 | — | — | — | 1,607 | 3,214 | 6,428 | | — | — | 1,249,925 | | | Performance-Based Cash Award(4) | 03/25/2024 | 342,473 | 684,946 | 1,369,892 | — | — | — | — | — | — | — | | | Restricted Stock Unit(5) | 06/07/2024 | — | — | — | — | — | — | 315 | — | — | 100,126 | | | Stock Option | 06/07/2024 | — | — | — | — | — | — | — | 1,380 | 317.86 | 150,017 | | | Performance-Based Cash Award(4) | 06/07/2024 | — | — | — | — | — | — | — | — | — | 250,156 | | André Maestrini | Restricted Stock Unit(5) | 03/25/2024 | — | — | — | — | — | — | 1,414 | — | — | 549,905 | | | Stock Option | 03/25/2024 | — | — | — | — | — | — | — | 6,203 | 388.90 | 825,023 | | | Performance-Based Restricted Stock Unit | 03/25/2024 | — | — | — | 1,768 | 3,536 | 7,072 | — | — | — | 1,375,150 | | | Performance-Based Cash Award(4) | 03/25/2024 | 360,340 | 720,679 | 1,441,358 | — | — | — | — | — | — | — | | Michelle Choe(6) | Restricted Stock Unit(5) | 03/25/2024 | — | — | — | — | — | — | 1,929 | — | — | 750,188 | | | Stock Option | 03/25/2024 | — | — | — | — | — | — | — | 8,458 | 388.90 | 1,124,946 | | | Performance-Based Restricted Stock Unit | 03/25/2024 | — | — | — | — | — | — | — | — | — | 1,874,887 | | | Performance-Based Cash Award(4) | 03/25/2024 | — | — | — | 2,411 | 4,821 | 9,642 | — | — | — | — |
2024 Grants of Plan-Based Awards
(1)The PSUs vest based on achievement of performance goals over a three-year performance period. (2)The stock options vest in 25% installments on the four anniversary dates following the grant date, subject to continued employment. The stock options will expire seven years after the grant date. (3)This column reflects the grant date fair value in U.S. dollars of the award granted at target in accordance with FASB ASC Topic 718. See the notes to our financial statements contained in our Annual Report on Form 10-K for the fiscal year ended February 2, 2025 for a discussion of all assumptions made by us in determining the FASB ASC Topic 718 values of our equity awards. (4)Each of the performance-based cash bonus awards shown in the table was granted under our executive bonus plan. The material terms of the 2024 performance-based cash awards are described under "Executive Compensation - Compensation Discussion and Analysis" in the section entitled "Annual Cash Incentives." (5)The RSUs vest in installments of 33%, 33% and 34% on the three anniversary dates following the grant date, subject to continued employment. (6)Ms. Choe resigned from her position as chief product officer, effective June 21, 2024. Under the terms of her employment agreement, she received no severance compensation or equity upon her departure. Ms. Choe forfeited her unvested equity awards when she left the company.
Outstanding Equity Awards at 2024 Fiscal Year End
Outstanding Equity Awards at 2024 Fiscal Year End The following tables show information regarding the outstanding equity awards held by each of the named executive officers on February 2, 2025.
Outstanding Equity Awards at 2024 Fiscal Year End
| | Outstanding Stock Option Awards | | | | | | Name | Grant Date(1) | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | | Calvin McDonald | 08/20/2018 | 35,355 | — | 136.67 | 08/20/2025 | | | 03/28/2019 | 55,957 | — | 167.54 | 03/28/2026 | | | 03/27/2020 | 52,431 | — | 188.84 | 03/27/2027 | | | 03/31/2021 | 32,282 | 10,760 | 306.71 | 03/31/2028 | | | 03/30/2022 | 19,799 | 19,799 | 376.92 | 03/30/2029 | | | 03/30/2023 | 9,616 | 28,849 | 358.09 | 03/30/2030 | | | 03/25/2024 | — | 41,352 | 388.90 | 03/25/2031 | | Meghan Frank | 03/28/2019 | 1,364 | — | 167.54 | 03/28/2026 | | | 03/28/2019 | 1,399 | — | 167.54 | 03/28/2026 | | | 03/27/2020 | 1,704 | — | 188.84 | 03/27/2027 | | | 12/11/2020 | 373 | — | 344.32 | 12/11/2027 | | | 03/31/2021 | 2,421 | 807 | 306.71 | 03/31/2028 | | | 03/30/2022 | 1,782 | 1,782 | 376.92 | 03/30/2029 | | | 03/30/2023 | 1,154 | 3,462 | 358.09 | 03/30/2030 | | | 03/25/2024 | — | 6,203 | 388.90 | 03/25/2031 | | | 06/07/2024 | — | 690 | 317.86 | 06/07/2031 | | Celeste Burgoyne | 03/31/2021 | — | 2,017 | 306.71 | 03/31/2028 | | | 03/30/2022 | 4,158 | 4,158 | 376.92 | 03/30/2029 | | | 03/30/2023 | 2,308 | 6,924 | 358.09 | 03/30/2030 | | | 03/25/2024 | — | 9,022 | 388.90 | 03/25/2031 |
Outstanding Equity Awards at 2024 Fiscal Year End
| | Outstanding Stock Option Awards | | | | | | Name | Grant Date(1) | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | | Nicole Neuburger | 01/31/2020 | 56 | — | 239.39 | 01/31/2027 | | | 03/27/2020 | 1,966 | — | 188.84 | 03/27/2027 | | | 03/31/2021 | 1,816 | 807 | 306.71 | 03/31/2028 | | | 03/30/2022 | 1,247 | 1,663 | 376.92 | 03/30/2029 | | | 06/08/2022 | 109 | 145 | 307.77 | 06/08/2029 | | | 03/30/2023 | 865 | 3,462 | 358.09 | 03/30/2030 | | | 03/25/2024 | — | 5,639 | 388.90 | 03/25/2031 | | | 06/07/2024 | — | 1,380 | 317.86 | 06/07/2031 | | André Maestrini | 01/12/2021 | 320 | — | 356.93 | 01/12/2028 | | | 03/31/2021 | 3,632 | 1,210 | 306.71 | 03/31/2028 | | | 03/30/2022 | 2,376 | 2,376 | 376.92 | 03/30/2029 | | | 03/30/2023 | 1,443 | 4,327 | 358.09 | 03/30/2030 | | | 03/25/2024 | — | 6,203 | 388.90 | 03/25/2031 | | Michelle Choe(2) | — | — | — | — | — |
Outstanding Equity Awards at 2024 Fiscal Year End
(1)The stock options vest in 25% installments on the four anniversary dates following the grant date, subject to continued employment. (2) Ms. Choe resigned from her position as chief product officer, effective June 21, 2024. All unvested stock options were forfeited at that time, and she was required to exercise any unvested options within 90 days.
Outstanding Equity Awards at 2024 Fiscal Year End
| | Outstanding Stock Awards | | | | | | | | Time-Based Vesting Awards | | Performance-Based Vesting Awards | | | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Number of Unearned Shares, Units or Other Rights that Have Not Vested (#) | Market Value of Unearned Shares, Units or Other Rights that Have Not Vested ($)(3) | | Calvin McDonald | 03/30/2022 | — | — | 13,265 | 5,494,363 | | | 03/30/2023 | — | — | 13,963 | 5,783,475 | | | 03/25/2024 | — | — | 14,142 | 5,857,616 | | Meghan Frank | 03/30/2022 | 271 | 112,248 | 1,990 | 824,258 | | | 03/30/2023 | 748 | 309,822 | 2,793 | 1,156,861 | | | 03/25/2024 | 1,414 | 585,679 | 3,536 | 1,464,611 | | | 06/07/2024 | 157 | 65,029 | 393 | 162,781 | | Celeste Burgoyne | 03/30/2022 | 631 | 261,360 | 4,643 | 1,923,131 | | | 03/30/2023 | 1,497 | 620,057 | 5,585 | 2,313,307 | | | 03/25/2024 | 2,057 | 852,009 | 5,143 | 2,130,231 | | Nicole Neuburger | 03/30/2022 | 253 | 104,793 | 1,857 | 769,169 | | | 06/08/2022 | 22 | 9,112 | 162 | 67,100 | | | 03/30/2023 | 748 | 309,822 | 2,793 | 1,156,861 | | | 03/25/2024 | 1,286 | 532,661 | 3,214 | 1,331,239 | | | 06/07/2024 | 315 | 130,473 | 787 | 325,975 | | André Maestrini | 03/30/2022 | 361 | 149,526 | 2,653 | 1,098,873 | | | 03/30/2023 | 935 | 387,277 | 3,491 | 1,445,972 | | | 03/25/2024 | 1,414 | 585,679 | 3,536 | 1,464,611 | | Michelle Choe(5) | | — | — | — | — |
Outstanding Equity Awards at 2024 Fiscal Year End
(1)The RSUs vest in installments of 33%, 33% and 34% on the three anniversary dates following the grant date, subject to continued employment. (2)The market value of the RSUs is based on $414.2 per share, the closing sale price on January 31, 2025, the last trading day of our 2024 fiscal year. (3)The aggregate dollar value of the PSUs is shown at target payout value based on $414.2 per share, the fair market value on January 31, 2025, the last trading day of our 2024 fiscal year. (4)The PSUs vest based on a three-year performance period. (5) Ms. Choe resigned from her position as chief product officer, effective June 21, 2024. All unvested PSUs and RSUs were forfeited at that time.
2024 Option Exercises and Stock Vested
2024 Option Exercises and Stock Vested The following table provides information regarding stock options exercised by our named executive officers during fiscal 2024 and the PSUs and RSUs that vested and the value realized upon vesting by our named executive officers during fiscal 2024. Stock option award value realized is calculated by subtracting the aggregate exercise price of the options exercised from the aggregate market value of the shares of common stock acquired on the date of exercise. Stock award value realized is calculated by multiplying the number of shares shown in the table by the closing price of our stock on the date the stock awards vested.
2024 Option Exercises and Stock Vested
| | | Option Awards | | Stock Awards | | | Name | Grant Date | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($) | | Calvin McDonald | 03/31/2021 | — | — | 26,084 | 10,047,557 | | Meghan Frank | 03/28/2018 | 2,181 | 719,315 | — | — | | | 03/31/2021 | — | — | 222 | 85,514 | | | 03/31/2021 | — | — | 3,260 | 1,255,752 | | | 03/30/2022 | — | — | 262 | 100,922 | | | 03/30/2023 | — | — | 369 | 142,139 | | Celeste Burgoyne | 03/28/2019 | 8,652 | 2,040,234 | — | — | | | 03/27/2020 | 7,865 | 1,712,094 | — | — | | | 03/31/2021 | 6,053 | 617,148 | — | — | | | 03/31/2021 | — | — | 8,152 | 3,140,150 | | | 03/31/2021 | — | — | 554 | 213,401 | | | 03/30/2022 | — | — | 613 | 236,128 | | | 03/30/2023 | — | — | 737 | 283,892 | | Nicole Neuburger | 01/31/2020 | 19 | 2,807 | — | — | | | 03/27/2020 | 656 | 130,065 | — | — | | | 03/31/2021 | 605 | 48,642 | — | — | | | 03/31/2021 | — | — | 222 | 85,514 | | | 03/31/2021 | — | — | 3,260 | 1,255,752 | | | 03/30/2022 | 416 | 4,239 | — | — | | | 03/30/2022 | — | — | 245 | 94,374 | | | 06/08/2022 | — | — | 22 | 7,002 | | | 06/08/2022 | 37 | 2,936 | — | — | | | 03/30/2023 | 289 | 8,387 | — | — | | | 03/30/2023 | — | — | 369 | 142,139 |
2024 Option Exercises and Stock Vested
| | | Option Awards | | Stock Awards | | | Name | Grant Date | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($) | | André Maestrini | 03/31/2021 | — | — | 333 | 128,272 | | | 03/31/2021 | — | — | 4,890 | 1,883,628 | | | 03/30/2022 | — | — | 350 | 134,820 | | | 03/30/2023 | — | — | 461 | 177,577 | | Michelle Choe(2) | 03/27/2020 | 1,500 | 254,940 | — | — | | | 03/27/2020 | 6,365 | 478,624 | — | — | | | 03/31/2021 | — | — | 8,152 | 3,140,150 | | | 03/31/2021 | — | — | 554 | 213,401 | | | 03/30/2022 | — | — | 613 | 236,128 | | | 03/30/2023 | — | — | 691 | 266,173 |
2024 Option Exercises and Stock Vested
(1)The shares shown in this column represent the total number of shares acquired on the vesting of the stock awards. However, we generally issue shares after deducting the number of shares of our common stock that would be needed to pay applicable taxes. (2)Ms. Choe resigned from her position as chief product officer, effective June 21, 2024. All unvested performance-based restricted stock units and restricted stock units were forfeited at that time. All unvested options were also forfeited at that time, and Ms. Choe had 90 days after her termination date to exercise her vested options.
Potential Payments upon Termination of Employment and Change in Control
Potential Payments upon Termination of Employment and Change in Control We have an employment agreement with each of our named executive officers, which provides that the named executive officer's employment may be terminated by the executive or by us at any time, with or without cause. •If the executive voluntarily resigns or we terminate the executive's employment for cause, the executive will receive only accrued base salary then in effect and benefits earned and payable as of the date of termination. •If we terminate the executive's employment without cause, and subject to the executive's compliance with the surviving terms of the executive's employment agreement and the release of all employment-related claims, each named executive officer will be entitled to the amounts shown in the table below. •These employment agreements do not provide for any payments or tax gross-up payments triggered by a change in control. Under the terms of our current 2023 equity incentive plan, the board of directors may take a number of actions with respect to outstanding equity awards in connection with a change in control, including the acceleration of the unvested portion of equity awards or the cancellation of outstanding awards in exchange for substitute awards. The table below outlines the payments and intrinsic value of accelerated equity awards that would be provided to each of our named executive officers upon various termination scenarios, including termination in connection with a change in control. The amounts presented assume a termination date of February 2, 2025 (the last day of our fiscal year) and are intended for illustrative purposes only, based on the terms of the applicable arrangements in effect as of that date. Actual amounts payable upon a termination event would be determined based on the circumstances at the time. For the former officer included in the table, only severance amounts actually received, if any, are reflected.
Potential Payments upon Termination of Employment and Change in Control
| Name | Termination Scenario | Severance ($)(1) | Intrinsic Value of Accelerated Equity Awards ($)(2)(3) | Total ($) | | Calvin McDonald | Cause | — | — | — | | | Death | — | 21,695,076 | 21,695,076 | | | Disability | — | 22,629,817 | 22,629,817 | | | Change in Control(4) | 2,025,000(6) | 21,695,076 | 23,720,076 | | | Involuntary (without cause)(5) | 2,025,000(6) | 10,988,726 | 13,013,726 | | | Voluntary | — | — | — | | | Retirement | — | — | — |
Potential Payments upon Termination of Employment and Change in Control
| Name | Termination Scenario | Severance ($)(1) | Intrinsic Value of Accelerated Equity Awards ($)(2)(3) | Total ($) | | Meghan Frank | Cause | — | — | — | | | Death | — | 5,252,129 | 5,252,129 | | | Disability | — | 5,505,546 | 5,505,546 | | | Change in Control(4) | 1,031,250(7) | 5,252,129 | 6,283,379 | | | Involuntary (without cause)(5) | 1,031,250(7) | 1,648,516 | 2,679,766 | | | Voluntary | — | — | — | | | Retirement | — | — | — | | Celeste Burgoyne | Cause | — | — | — | | | Death | — | 9,088,675 | 9,088,675 | | | Disability | — | 10,023,226 | 10,023,226 | | | Change in Control(4) | 1,100,000(7) | 9,088,675 | 10,188,675 | | | Involuntary (without cause)(5) | 1,100,000(7) | 3,846,261 | 4,946,261 | | | Voluntary | — | — | — | | | Retirement | — | — | — | | André Maestrini | Cause | — | — | — | | | Death | — | 5,750,302 | 5,750,302 | | | Disability | — | 6,230,811 | 6,230,811 | | | Change in Control(4) | 805,000(8) | 5,750,302 | 6,555,302 | | | Involuntary (without cause)(5) | 805,000(8) | 2,197,745 | 3,002,745 | | | Voluntary | — | — | — | | | Retirement | — | — | — | | Nicole Neuburger | Cause | — | — | — | | | Death | — | 5,371,248 | 5,371,248 | | | Disability | — | 5,573,475 | 5,573,475 | | | Change in Control(4) | 780,000(8) | 5,371,248 | 6,151,248 | | | Involuntary (without cause)(5) | 780,000(8) | 1,672,540 | 2,452,540 | | | Voluntary | — | — | — | | | Retirement | — | — | — | | Michelle Choe(9) | Voluntary | — | — | — |
Potential Payments upon Termination of Employment and Change in Control
(1)The dollar amounts shown are in U.S. dollars. (2)Amounts related to the death, disability, involuntary termination in connection with a change in control, and involuntary termination without cause are based on the intrinsic value of unvested equity awards that would have become vested upon the triggering event on February 2, 2025 based on the fair market value of the stock on such date. (3)The share-based compensation expense recorded for accounting purposes may differ from the intrinsic value as disclosed in this column. (4)Amounts shown assume the involuntary termination of the executive officer's employment without cause in addition to the election of the board of directors to accelerate the unvested portion of the outstanding stock options and restricted shares, and 100% vesting of restricted stock units and the target number of PSUs in connection with a change in control. (5)Also includes termination of the executive officer's employment by the executive officer for "constructive dismissal," which is not specifically defined in the executive's employment agreement. (6)Amounts payable in equal installments on the company's normal paydays over a 18-month period and will be forfeited if the executive fails to comply with certain restrictive covenants, including non-competition, non-solicitation and non-disparagement agreements. (7)Amounts payable in equal installments on the company's normal paydays over a 15-month period and will be forfeited if the executive fails to comply with certain restrictive covenants, including non-competition, non-solicitation and non-disparagement agreements. (8)Amounts payable in equal installments on the company's normal paydays over a 12-month period and will be forfeited if the executive fails to comply with certain restrictive covenants, including non-competition, non-solicitation and non-disparagement agreements. (9)Ms. Choe voluntarily resigned from her position as chief product officer, effective June 21, 2024. She did not receive any severance payments, and all unvested equity awards were forfeited in connection with the termination of her employment.
CEO Pay Ratio
CEO Pay Ratio For 2024, the annual total compensation of our median compensated employee (other than our CEO) was $20,536 and the annual total compensation of our CEO was $14,551,916, both calculated in accordance with SEC rules applicable to the summary compensation table. Based on this information, for 2024 the ratio of the annual total compensation of our CEO to the annual total compensation of the median employee was 709 to 1. We believe this ratio is a reasonable estimate calculated in a manner consistent with SEC rules. For purposes of this ratio, we used the same median employee determination methodology from fiscal 2023, but we substituted a different employee with substantially similar compensation for fiscal 2024 due to a change in the original median employee’s circumstances. As disclosed in our 2024 proxy statement, when determining our median employee for fiscal 2023, we used the SEC’s de minimis exemption to exclude approximately 1,771 employees in certain non-U.S. jurisdictions as the aggregate total of these employees amounted to less than 5% of our total employee workforce of approximately 38,000 as of the last day of fiscal 2023. The excluded jurisdictions and employees included France (99), Germany (165), Ireland (88), India (290), Japan (212), Malaysia (139), the Netherlands (47), New Zealand (237), Norway (17), Singapore (279), Spain (68), Sweden (28), Switzerland (30), Thailand (34), and Vietnam (38).
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE
Pay Versus Performance Table
Pay Versus Performance Table The following table shows information detailing (1) the total compensation of our principal executive officer (PEO) as reported in the summary compensation table (SCT), (2) the average total compensation for the remaining named executive officers (NEOs) collectively (other than the PEO) as reported in the summary compensation table, (3) the executive compensation actually paid to the PEO and (4) the average executive compensation actually paid to the non-PEO NEOs collectively, in each case for the covered fiscal year. The table also shows for each covered fiscal year our cumulative total shareholder return (TSR) and our peer group's cumulative total shareholder return, our net income, and our operating income. The amounts originally in Canadian dollars were converted to U.S. dollars for this table using the average of the average exchange rates for each fiscal month during the applicable fiscal year. Applying this formula to fiscal 2024, fiscal 2023, fiscal 2022, fiscal 2021, and fiscal 2020, CDN$1.00 was equal to USD$0.726, USD$0.741, USD$0.765, USD$0.799, and USD$0.748, respectively. The amounts originally in British pounds were converted to U.S. dollars for this table using the average of the average exchange rates for each fiscal month during the applicable fiscal year. Applying this formula to fiscal 2024, fiscal 2023, fiscal 2022, and fiscal 2021, GBP£1.00 was equal to USD$1.275, USD$1.248, USD1.226, and USD$1.375, respectively.
Pay Versus Performance Table
| | | | | | Value of Initial Fixed $100 Investment Based On:(4) | | | | | Fiscal Year | SCT Total for PEO ($)(1) | Compensation Actually Paid to PEO ($)(1)(3) | Average SCT Total for non-PEO NEOs ($)(2) | Average Compensation Actually Paid to Non-PEO NEOs ($)(2)(3) | TSR ($) | Peer Group TSR ($)(4) | Net Income ($) | Operating Income ($)(5)(6) | | 2024 | 14,551,916 | 2,215,177 | 4,572,382 | 1,594,893 | 173.02 | 56.14 | $1,814,616,000 | 2,505,697,000 | | 2023 | 16,494,777 | 46,826,492 | 5,403,574 | 12,603,182 | 199.69 | 52.91 | 1,550,190,000 | 2,230,886,000 | | 2022 | 15,663,837 | 18,293,236 | 4,798,051 | 5,432,002 | 129.85 | 65.40 | 854,800,000 | 1,789,069,000 | | 2021 | 13,265,455 | 18,826,215 | 3,801,514 | 4,642,721 | 131.96 | 92.79 | 975,322,000 | 1,374,749,000 | | 2020 | 10,590,106 | 39,322,881 | 2,017,947 | 4,622,741 | 137.30 | 95.81 | 588,913,000 | 819,986,000 |
Pay Versus Performance Table
(1) The following table reconciles the PEO Summary Compensation Table total to compensation actually paid:
Pay Versus Performance Table
| Fiscal Year(a) | SCT Total ($) | Deductions from SCT Total($)(b) | Addition of Fair Value of Equity Awards Granted in the Year ($) | Addition (Deduction) for Change in Value of Prior Year Awards Unvested at end of Fiscal Year ($) | Addition (Deduction) for Change in Value of Prior Year Awards That Vested during Fiscal Year ($) | Compensation Actually Paid ($) | | 2024 | 14,551,916 | (10,999,797) | 12,010,360 | (7,959,487) | (5,387,815) | 2,215,177 |
Pay Versus Performance Table
(a) The PEO for 2024 was Calvin McDonald. (b) The deductions are the grant date fair value of equity-based awards (stock and option awards) granted each year. (2) The following table reconciles the Non-PEO NEOs Average Summary Compensation Table total to average compensation actually paid:
Pay Versus Performance Table
| Fiscal Year(a) | SCT Total ($) | Deductions from SCT Total ($)(b) | Addition of Fair Value of Equity Awards Granted in the Year ($) | Addition (Deduction) for Change in Value of Prior Year Awards Unvested at end of Fiscal Year ($) | Addition (Deduction) for Change in Value of Prior Year Awards That Vested during Fiscal Year ($) | Compensation Actually Paid ($) | | 2024 | 4,572,382 | (3,300,081) | 2,745,469 | (1,429,045) | (993,832) | 1,594,893 |
Pay Versus Performance Table
(a) The Non-PEO NEOs for 2024 included Meghan Frank, Celeste Burgoyne, Michelle Choe, Andre Maestrini and Nicole Neuburger. (b) The deductions are the grant date fair value of equity-based awards (stock and option awards) granted each year. (3) The fair values of the equity awards were calculated using valuation assumptions that materially differ from those disclosed at the time of grant, including: (1) the fair value of RSU awards was calculated using the closing price of our common stock as of the last day of the applicable year or on the date of vesting, as applicable; (2) the fair value of PSU awards was estimated using the closing stock price of our common stock as of the last day of the applicable year and adjusted for management’s estimate of performance; and (3) the fair value of options was estimated using the Black-Scholes option-pricing model (which reflects for each particular award and valuation date: adjustments for expected volatility, risk-free interest rate, dividend yield, expected term - calculated using the simplified method, and stock price). (4) In accordance with the pay versus performance rules, our total shareholder return (TSR) and our peer group TSR is determined based on the value of an initial fixed investment through the end of the listed fiscal year. The peer group TSR used in this table was determined using the S&P 500 Apparel, Accessories & Luxury Goods Index, which we also used in preparing the stock performance graph required by Item 201(e) of Regulation S-K for our Annual Report on Form 10-K for the fiscal year ended February 2, 2025. (5) For purposes of evaluating the achievement of the performance measure in our incentive programs, operating income generally means earnings before other income and taxes as reported in our financial statements or, if reported, adjusted operating income as reported in our earnings release or other EDGAR filings as applicable. (6) Refer to the non-GAAP reconciliation table in Appendix A of this proxy statement for reconciliations between the above adjusted non-GAAP financial measures and the most directly comparable measures calculated in accordance with GAAP.
Analysis of the Information Presented in the Pay Versus Performance Table
Analysis of the Information Presented in the Pay Versus Performance Table The graphs opposite show the relationship of compensation actually paid to our chief executive officer and other named executive officers in the fiscal years of 2020 - 2024 to the following: (1) total shareholder return of both our company and peer group, (2) net income, and (3) operating income. The graph for the "Compensation Actually Paid vs. lululemon and Peer Group TSR" assumes the investment of $100 on February 2, 2020 at the closing sale price of our common stock and the S&P 500 Apparel, Accessories & Luxury Goods Index. (1) For purposes of evaluating the achievement of the performance measure in our incentive programs, operating income means earnings before other income and taxes as reported in our financial statements or, if reported, adjusted operating income as reported in our earnings release or other EDGAR filings as applicable. (2) Refer to the non-GAAP reconciliation table in Appendix A of this proxy statement for reconciliations between the above adjusted non-GAAP financial measures and the most directly comparable measures calculated in accordance with GAAP.