01—Abstract
Summary
Summary of the 8-K filed October 16, 2025. Cited figures are marked; the original filing is the authoritative source.
Ulta Beauty, Inc. (NASDAQ: ULTA) filed this Form 8-K on October 16, 2025 to announce a leadership change in its finance function.
On October 10, 2025, the Board appointed Christopher DelOrefice as Chief Financial Officer, principal financial officer and principal accounting officer, effective December 5, 2025. He most recently served as Executive Vice President and Chief Financial Officer of Becton Dickinson & Company since September 2021, and previously spent more than 20 years at Johnson & Johnson. Christopher Lialios, who has been Interim CFO, will return to his former role of Senior Vice President, Controller, effective with DelOrefice's appointment.
The filing sets out DelOrefice's compensation package. He will receive an annual base salary of $980,000,a a fiscal 2026 annual cash incentive target of 125% of base salary (maximum 200% of target), and a long-term incentive target grant value of 450% of base salary for 2026, expected to be granted in March 2026. He will also receive a $1,000,000 sign-on cash payment, restricted stock units valued at $1,100,000 vesting on the first anniversary of grant, and restricted stock units valued at $2,200,000 vesting on the second anniversary.
The sign-on cash payment is subject to repayment if he voluntarily leaves or is terminated for cause during his first year. The equity awards are expected to be granted in December 2025. The press release (Exhibit 99.1) quotes CEO Kecia Steelman welcoming DelOrefice and thanking Lialios for serving as Interim CFO throughout the search.
The release states that DelOrefice will join the company to help execute its Ulta Beauty Unleashed strategy. The filing does not disclose any results or guidance.
02—Key points
Key Highlights
- Christopher DelOrefice named Chief Financial Officer, principal financial officer and principal accounting officer, effective December 5, 2025 (Board action October 10, 2025).
- DelOrefice has been EVP and CFO of Becton Dickinson & Company since September 2021 and spent over 20 years at Johnson & Johnson; he also serves on the ResMed Inc. board and chairs its audit committee.
- Christopher Lialios returns to Senior Vice President, Controller after serving as Interim CFO, principal financial officer and principal accounting officer.
- Base salary of $980,000; fiscal 2026 annual cash incentive target of 125% of base salary (maximum 200% of target).
- 2026 long-term incentive target grant value of 450% of base salary, half in RSUs vesting March 15, 2029 and half in stock options vesting in equal installments over four years beginning March 15, 2027.
- Sign-on package includes a $1,000,000 cash payment (repayable if he leaves voluntarily or is terminated for cause in year one) and RSUs valued at $1,100,000 and $2,200,000 vesting at the first and second anniversaries of grant.
- Company will reimburse relocation expenses to the greater Chicago area for twelve months and up to $20,000 of attorneys' fees.
03—Questions
Frequently Asked Questions
Who is the new CFO and when does he start?
Christopher DelOrefice, 54, will become Ulta Beauty's Chief Financial Officer effective December 5, 2025. The Board appointed him on October 10, 2025, and he will also serve as principal financial and principal accounting officer.
What is Mr. DelOrefice's background?
He has served as Executive Vice President and Chief Financial Officer of Becton Dickinson & Company since September 2021. Before that, he spent more than 20 years at Johnson & Johnson in finance roles including Vice President, Investor Relations, and Vice President Finance and CFO for North America roles in Hospital Medical Devices and Consumer. He is a CPA (inactive) with a B.S. in Accounting and an M.B.A. from Villanova University.
What happens to the current interim CFO?
Christopher Lialios, who has served as Interim Chief Financial Officer, principal financial officer and principal accounting officer, will return to his former role of Senior Vice President, Controller when DelOrefice takes over the CFO role. The press release thanks him for leading finance during the search.
What compensation will the new CFO receive?
He will receive a $980,000 base salary and a fiscal 2026 annual cash incentive target of 125% of base salary, capped at 200% of target. His 2026 long-term incentive target is 450% of base salary. A $1,000,000 sign-on cash payment and RSU grants of $1,100,000 and $2,200,000 are also provided to offset forfeited awards from his current employer, with the sign-on payment repayable if he leaves voluntarily or is terminated for cause in his first year.
Did Ulta Beauty disclose any financial results or guidance in this filing?
No. This filing addresses the CFO appointment and related compensation. The accompanying press release announces the appointment and includes management quotes, and does not report financial results or guidance.
04—Continue