With shares down nearly 50 percent over the past year and a CEO search unresolved, lululemon’s founder is targeting the boardroom – arguing that new leadership alone cannot restore the brand without fundamental governance reform.
Chip Wilson, the founder of lululemon athletica and one of its largest individual shareholders, has issued an open letter to potential CEO candidates warning them that governance failures – not a leadership vacancy – are the company’s core problem.
In the letter, published March 12, Wilson argued that the board lacks the expertise to support a visionary chief executive, pointing to three consecutive CEO departures without internal succession as evidence of structural dysfunction. Any incoming leader, he cautioned, would be working against the oversight body responsible for defining the brand’s direction – not with it.
Wilson holds approximately 9.9 million shares through various entities and has nominated three independent directors for election: Marc Maurer, Laura Gentile and Eric Hirshberg. He described his nominees as bringing brand-building, product and marketing expertise currently absent from the board. lululemon did not respond to requests for comment at time of publication.
Board tenure and contested committee control at the core of Wilson’s case
Wilson identified two specific governance concerns. The board’s average tenure exceeds eight years, with four of the nine directors having served more than ten years. He also alleged connections between at least four board members and private equity firm Advent International – which holds no disclosed stake in lululemon – asserting that three of those directors chair critical committees or the board itself.
The company has not publicly addressed Wilson’s characterization of those relationships.
Billboard trucks, proxy filings and a campaign that keeps escalating
Wilson’s letter is the latest move in a governance campaign that has been building since at least October 2024. Beyond shareholder letters, he has launched a dedicated website outlining his critique and parked a box truck fitted with mobile billboards outside the company’s Vancouver headquarters.
The next formal step is a definitive proxy statement to be filed with the US Securities and Exchange Commission (SEC) ahead of lululemon’s annual general meeting – which would put his board nominations to a binding shareholder vote. The outcome will hinge on whether large institutional holders, already unsettled by nearly two years of share price decline, decide Wilson’s case is strong enough to force change.
CEO search and governance dispute on a collision course
The open letter lands as the company continues its search for a permanent chief executive following the departure of Calvin McDonald at the end of January. lululemon has reportedly held preliminary discussions with Marc Maurer, formerly an executive at Swiss running brand On Holding – the same individual Wilson has nominated as an independent board candidate, a detail that adds a pointed edge to his governance argument.
The company is also expected to report its weakest annual sales growth since its initial public offering in the coming days. Wilson attributes that trajectory directly to the board – framing a pattern of heavy discounting and reduced investment in design and innovation as governance failures rather than market conditions. Whether the board moves to address its composition before or concurrent with completing the CEO search is likely to determine how institutional shareholders respond when the proxy vote arrives.
SGI Europe is tracking this proxy campaign as it unfolds. We will report on each significant development – filings, shareholder responses and board reactions – as they occur.
