DEF 14A of Sprouts Farmers Market, Inc., Apr 5, 2024

DEF 14A of Sprouts Farmers Market, Inc.

Filed Apr 5, 2024 · FY20230000950170-24-042337

Open on EDGAR

  1. Our Board

    Our Board Our business and affairs are overseen by our board of directors, which currently consists of eight members.

  2. Our Board

    | Joseph Fortunato Chairman of the Board Age: 71 Director since: 2013 Chairman since: 2017 | Career Highlights Mr. Fortunato has served as an Operating Partner at Prospect Hill Growth Partners, L.P., an operationally focused private equity firm, since January 2017. Mr. Fortunato serves on the board of directors of a number of Prospect Hill Growth Partners private portfolio companies, including Fitness Ventures LLC (as Chairman since June 2020), Comoto Holdings, Inc. (as Chairman since January 2016), Honors Holdings, LLC (since January 2018 and Chairman since January 2024), and Shoe Sensation (since August 2015). Mr. Fortunato previously served as Chairman of the Board, Chief Executive Officer and President of General Nutrition Companies, Inc. (NYSE: GNC; predecessor to GNC Holdings, Inc.), a global specialty retailer of health and wellness products, from November 2005 to August 2014 and was a consultant from September 2014 through December 2016. From 1990 to November 2005, Mr. Fortunato served in various executive roles with GNC, including Senior EVP and Chief Operating Officer, EVP of Retail Operations and Store Development and SVP of Financial Operations. Mr. Fortunato served on the board of directors of Mattress Firm Holding Corp., a retailer of mattresses and bedding-related products, from October 2012 until September 2016. Key Board Skills and Qualifications • Record as an executive of a successful international retail company • Years of financial and operational experience • Experience on the boards of directors of public companies Favorite Sprouts Brand Product Organic Himalayan Pink Salt and Coconut Oil Popcorn | | Joel D. Anderson Independent Director Age: 59 Director since: 2019 Committees: Audit Compensation, Chairperson | Career Highlights Mr. Anderson has served as President, Chief Executive Officer and a Director of Five Below, Inc. (Nasdaq: FIVE), a leading high-growth value retailer offering trend-right, high-quality products, since February 2015, having previously served as President and Chief Operating Officer of Five Below from July 2014 to January 2015. Prior to joining Five Below, Mr. Anderson served as President and Chief Executive Officer of Walmart.com from 2011 until 2014 and as the Divisional Senior Vice President of the Northern Plains division of Walmart, Inc. (NYSE: WMT) from 2007 to 2011. Prior to joining Walmart, Mr. Anderson was President of the retail and direct business units for Lenox Group, Inc., a leader in quality tabletop and giftware, and served in various executive positions at Toys “R” Us, Inc. over a 14-year period. Key Board Skills and Qualifications • Record as a chief executive officer of a publicly traded company • Over 25 years of retail industry experience, including ecommerce leadership • Experience as a high-growth retail executive at companies of scale Favorite Sprouts Brand Product Kung Pao Sauce |

  3. Our Board

    | Hari K. Avula Independent Director Age: 58 Director since: 2022 Committees: Audit Risk | Career Highlights Mr. Avula served as Chief Financial and Strategic Officer of Clif Bar & Company from May 2021 through February 2023, where he led the financial management and enterprise strategy functions for the nutritious and organic food company prior to its acquisition by Mondelēz International, Inc. Mr. Avula joined Clif Bar from Walgreens Boots Alliance Inc., (Nasdaq: WBA) where he served as Chief Financial Officer of global business transformation and digital/IT from 2020 to 2021 and Chief Financial Officer of retail pharmacy USA from 2017 to 2020. While at Walgreens, Mr. Avula represented the company on the boards of two private entities, AllianceRx Walgreens Prime, a specialty and home delivery pharmacy joint venture, from April 2018 to December 2019 and BrightSprings Health Services, a leading provider of home and community-based health and pharmacy services for high-need and medically complex populations, from March 2018 to December 2020. Prior to joining Walgreens, Mr. Avula spent over 22 years at PepsiCo, Inc. (Nasdaq: PEP) in a variety of financial and strategic roles, culminating as Chief Financial Officer for Frito Lay North America from 2015 to 2017. Mr. Avula has also served on the board of directors of Believer Meats since August 2023. Key Board Skills and Qualifications • Over 20 years as a senior financial leader, culminating in chief financial officer roles at multi-national companies • Extensive enterprise-wide strategic and business transformation leadership • Management experience with retail, healthcare services and consumer goods companies Favorite Sprouts Brand Product Taboule Salad |

  4. Our Board

    | Kristen E. Blum Independent Director Age: 58 Director since: 2016 Committees: Audit Nominating and Corporate Governance Risk, Chairperson | Career Highlights Ms. Blum served as SVP and Chief Information Officer of PepsiCo – Latin America from January 2018 to April 2019. In January 2019, Ms. Blum was appointed as Chairperson of The Sprouts Healthy Communities Foundation, our non-profit foundation focused on health and wellness related causes. Ms. Blum also has served as a Director of GuideWell Mutual Holding Corp., a not-for-profit mutual holding company focused on transforming health care, since May 2018, and an Advisory Board member of Verneek, an AI software development startup, since June 2022. Ms. Blum previously served PepsiCo (Nasdaq: PEP) as SVP and Chief Information Officer of Global IT Transformation from November 2017 to April 2018, SVP and Chief Information Officer of Frito-Lay from September 2015 to December 2017 and SVP and Chief Information Officer of Commercial Solutions, Innovation, Data and Analytics from July 2013 to September 2015, as well as SVP and Chief Information Officer of Enterprise Solutions from December 2010 to January 2012. Ms. Blum served as EVP and Chief Technology Officer of J.C. Penney Co. Inc. from January 2012 to June 2013 and SVP and Chief Information Officer of Abercrombie & Fitch (NYSE: ANF) from March 2006 to October 2010. Key Board Skills and Qualifications • Over 30 years of experience in developing strategies and designing IT solutions in the retail, consumer goods and high-tech industries • Cybersecurity, technology functional leadership and digital transformation • Numerous premier directorship certifications and designations, including: | | | | • NACD Certified Director • NACD Cybersecurity Oversight • Berkeley Law/Ceres ESG Certification | • NACD Board Leadership Fellow • NACD Risk Committee Oversight Advisory Council | | | Favorite Sprouts Brand Product 100% Italian Extra Virgin Olive Oil | |

  5. Our Board

    | Terri Funk Graham Independent Director Age: 58 Director since: 2013 Committees: Compensation Nominating and Corporate Governance, Chairperson Risk | Career Highlights Ms. Graham is a Branding Strategy Consultant, having most recently served as interim Chief Marketing Officer of Origin Entertainment, Inc., a film and television production company, from March 2016 to September 2017. Ms. Graham has served on the board of directors of LL Flooring Holdings, Inc. (NYSE: LL), a specialty retailer of hardwood flooring, since October 2018, and served on the board of directors of CV Sciences, Inc. (OTCQB: CVSI), a consumer products and specialty pharmaceutical company, from August 2019 to May 2022, and 1-800 Contacts, an online retailer of contact lenses, from July 2015 to January 2016. Ms. Graham previously served as Chief Marketing Officer – Red Envelope for Provide Commerce, Inc., an e-commerce gifting company from July 2013 to September 2014. Ms. Graham served on the board of Hot Topic, Inc., a formerly publicly traded mall and web-based specialty retailer from June 2012 to June 2013. From September 2007 to December 2012, Ms. Graham served as SVP and Chief Marketing Officer at Jack in the Box Inc. (Nasdaq: JACK), a restaurant company that operates and franchises Jack in the Box restaurants, having served in various marketing leadership roles subsequent to joining Jack in the Box Inc. in 1990. Key Board Skills and Qualifications • Over 30 years of branding and marketing experience in the retail and restaurant industries, including extensive knowledge of digital and e-commerce • Public company board experience • Well-versed in corporate governance • NACD Board Leadership Fellow Favorite Sprouts Brand Product Carne Asada Seasoned Beef Skirt Steak |

  6. Our Board

    | Joseph D. O’Leary Independent Director Age: 65 Director since: 2017 Committees: Compensation Nominating and Corporate Governance | Career Highlights Mr. O’Leary has served as a Director of Edgewell Personal Care Co. (NYSE: EPC), a leading consumer products company, since October 2018, and Targeted PetCare, a manufacturer of specialty pet products, since December 2019. Mr. O’Leary also served as a director of Francesca’s Holdings Corp. (Nasdaq: FRAN), a nationwide specialty boutique retailer, from April 2013 to February 2021, PetSmart, Inc., a formerly publicly traded specialty pet retailer, from May 2015 to November 2019 and Big Heart Pet Brands from August 2014 to March 2015. Mr. O’Leary served PetSmart as President and COO from June 2013 to April 2014, EVP of Merchandising, Marketing, Supply Chain and Strategic Planning from January 2011 to June 2013, SVP of Merchandising from March 2010 to January 2011, SVP of Merchandising and Supply Chain from October 2008 to March 2010, and SVP of Supply Chain from September 2006 to October 2008. Before joining PetSmart, Mr. O’Leary served as COO of Human Touch, LLC, and various logistics leadership roles with Gap Inc. (NYSE: GPS), a leading global clothing retailer, from 1999 to 2005, culminating as SVP, Supply Chain Strategy and Global Logistics. Prior to 1999, Mr. O’Leary held positions at Mothercare plc, Coopers & Lybrand LLP, and BP International. Key Board Skills and Qualifications • Public company board and executive officer experience • Deep merchandising, supply chain and logistics experience with successful growth-oriented retailers • Strategic and operational acumen with international experience on multiple continents Favorite Sprouts Brand Product Herb Seasoned Roasted Chicken |

  7. Our Board

    | Doug G. Rauch Independent Director Age: 72 Director since: 2020 Committee: Audit, Chairperson | Career Highlights Mr. Rauch served as a division and later company president of Trader Joe’s Company, a chain of neighborhood grocery stores, from 1995 until his retirement from the company in 2008 following a 30-year career. In June 2012, Mr. Rauch founded and has since served as President of Daily Table, an innovative retail concept designed to bring affordable nutrition to the food insecure in Boston’s inner city. In January 2010, Mr. Rauch was also a founding board member and Chief Executive Officer of Conscious Capitalism Inc., an organization dedicated to the practice of business as a force for good, where he served as a board member through December 2021 and continues to serve as a board emeritus member. Mr. Rauch has served on the board of directors of PAR Technology Corporation (NYSE: PAR), a leading provider of point-of-sale technology solutions to restaurants and retail outlets, since November 2017, and previously served on the board of Imperfect Foods, a grocery delivery service with a mission to eliminate food waste, from March 2019 to September 2022. Mr. Rauch also served a ten-year term as a Trustee at the Olin College of Engineering from October 2009 to October 2019. Key Board Skills and Qualifications • Extensive knowledge and operational experience from over 35 years in the grocery industry • Strategic implementation and leadership skills • In-depth understanding of sustainability in operations Favorite Sprouts Brand Product Lemon Herb Pita Chips |

  8. Our Board

    | Jack L. Sinclair Director Age: 63 Director since: 2019 | Career Highlights Mr. Sinclair has served as our Chief Executive Officer since June 2019. Mr. Sinclair has served as a board member of FMI – The Food Industry Association since 2020 and was appointed to the Los Angeles branch board of directors of the Federal Reserve Bank of San Francisco in January 2021, where he has served as Chair of the Board since January 2023. Previously, Mr. Sinclair served as Chief Executive Officer of 99 Cents Only Stores LLC, a premier discount retailer, from February 2018 to June 2019, and prior to that was its Chief Merchandising Officer from July 2015 to February 2018. From December 2007 to April 2015, Mr. Sinclair was the Executive Vice President of the U.S. Grocery Division of Walmart, Inc. (NYSE: WMT), where he led all aspects of Walmart’s U.S. grocery business for its more than 4,000 stores. Prior to joining Walmart, Mr. Sinclair spent 14 years at Safeway PLC in London from 1990 to 2004, where he held several senior management positions that included responsibility for operations, merchandising and marketing for over 450 Safeway supermarket and convenience store locations throughout the United Kingdom. Mr. Sinclair served on the board of directors of The Hain Celestial Group (Nasdaq: HAIN), a leading marketer, manufacturer and seller of organic and natural products, from September 2017 to June 2019. Key Board Skills and Qualifications • Extensive knowledge of all aspects of our business, vision, strategy, people and leadership • Service as our Chief Executive Officer • Over 30 years of grocery and retail experience Favorite Sprouts Brand Product Ricotta & Asiago Filled Gnocchi |

  9. PROPOSAL 1: ELECTION OF DIRECTORS

    PROPOSAL 1: ELECTION OF DIRECTORS

  10. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION Our directors that are considered “independent” under applicable SEC and Nasdaq Stock Market rules receive consideration for service on our board of directors. Directors who are Sprouts employees receive no additional compensation for their services as directors. In 2023, our independent directors received the following cash compensation (all payable quarterly): • Annual retainer of $75,000; • Annual committee retainer fees of $10,000 per committee assignment; • Annual committee chairperson retainer fees in the following amounts:

  11. DIRECTOR COMPENSATION

    | ‑ | $25,000 for the chairperson of our audit committee; | | ‑ | $20,000 for the chairperson of our compensation committee; | | ‑ | $20,000 for the chairperson of our nominating and corporate governance committee; | | ‑ | $20,000 for the chairperson of our risk committee; and |

  12. DIRECTOR COMPENSATION

    • Annual retainer for our chairman of the board of $90,000. In addition to the cash compensation discussed above, our independent directors also received equity compensation for 2023 equal to $160,000 in the form of restricted stock units (referred to as “RSUs”) vesting on the one-year anniversary of the grant date. The chairman of the board also received additional equity compensation of $60,000 in the form of RSUs vesting on the one-year anniversary of the grant date. Our independent directors were also given the opportunity to elect to receive all or any portion of their 2023 annual cash compensation in the form of RSUs vesting on the one-year anniversary of the grant date. The number of RSUs granted to each independent director who made this election was determined using the 20-day trailing average closing price of our common stock as reported on the grant date. We also pay for or reimburse directors for approved board governance educational seminars and for travel expenses related to attending board and committee meetings. Our board of directors recognizes that stock ownership by directors may strengthen their commitment to the long-term success of our company and further align their interests with those of our stockholders. In accordance with our corporate governance guidelines, our independent directors are expected over a five-year period to beneficially own shares of our common stock (including shares owned outright, unvested shares, and stock options or other equity grants) having a value of at least five times their annual cash retainer and retain shares in that amount until they leave the board. Our compensation committee periodically engages its independent compensation consultant to review our company’s independent director compensation against peer and market data. In 2023, our compensation committee did not make any changes to our independent director compensation program for 2024.

  13. Director Compensation Table

    Director Compensation Table The following table sets forth a summary of the compensation earned by our directors in fiscal 2023.

  14. Director Compensation Table

    | Name | Fees Earned or Paid in Cash | Stock Awards(1) | All Other Compensation | Total | | Joel D. Anderson(2) | $65,000 | $213,219 | — | $278,219 | | Hari K. Avula | $95,000 | $162,444 | — | $257,444 | | Kristen E. Blum | $125,000 | $162,444 | — | $287,444 | | Joseph Fortunato | $165,000 | $223,368 | — | $388,368 | | Terri Funk Graham | $125,000 | $162,444 | — | $287,444 | | Joseph D. O’Leary | $95,000 | $162,444 | — | $257,444 | | Doug G. Rauch(2) | $70,000 | $203,071 | — | $273,071 |

  15. Director Compensation Table

    (1) The amounts in this column reflect the aggregate grant date fair value of each RSU award granted during the fiscal year, computed in accordance with ASC 718. The valuation assumptions used in determining such amounts are described in Note 26 to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. The grant date for the RSUs for all independent directors was March 14, 2023. (2) Messrs. Anderson and Rauch elected to receive $50,000 and $40,000 of their respective fiscal 2023 cash retainers in the form of RSUs, which were included in the annual grant to independent directors on March 14, 2023. The following table lists outstanding equity awards held by our current non-employee directors as of December 31, 2023.

  16. Director Compensation Table

    | | | Stock Awards | | | Name | Date of Grant | 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) | | Joel D. Anderson(3) | March 14, 2023 | 6,471 | $311,320 | | Hari K. Avula | March 14, 2023 | 4,930 | $237,182 | | Kristen E. Blum | March 14, 2023 | 4,930 | $237,182 | | Joseph Fortunato | March 14, 2023 | 6,779 | $326,138 | | Terri Funk Graham | March 14, 2023 | 4,930 | $237,182 | | Joseph D. O’Leary | March 14, 2023 | 4,930 | $237,182 | | Doug G. Rauch(3) | March 14, 2023 | 6,163 | $296,502 |

  17. Director Compensation Table

    (1) Stock awards represent RSUs which cliff vest on the first anniversary of the grant date, in each case assuming continued service through the vesting date. (2) The market value of unvested RSUs was calculated by multiplying the number of unvested RSUs held by the applicable named director by the closing market price of our common stock on the Nasdaq Global Select Market on the last trading day of fiscal 2023, December 29, 2023, which was $48.11 per share. Messrs. Anderson and Rauch elected to receive $50,000 and $40,000 of their respective fiscal 2023 cash retainers in the form of RSUs, which were included in the annual grant to independent directors on March 14, 2023.

  18. Executive Summary of Our Fiscal 2023 Executive Compensation Program

    Executive Summary of Our Fiscal 2023 Executive Compensation Program Our compensation committee has developed an executive compensation program that is designed to align pay with company performance, motivate and incentivize our executive leadership team and be competitive with market practices. Our fiscal 2023 executive compensation program was substantially similar to our fiscal 2022 program. For 2023, our pay mix consisted of base salary, the opportunity to earn annual performance-based cash bonuses based on our achievement of Plan EBIT2 and comparable store sales performance goals and equity incentives consisting of time-vesting RSUs and stock options and performance-based restricted stock (referred to as “performance shares”), which are earned based on our achievement of a Plan EBIT target over a three-year performance period. We have no pension plans or other executive retirement plans except our defined-contribution 401(k) plan (referred to as the “401(k) Plan”) that is available to all team members, and limited executive perquisites consisting primarily of payment of health and life insurance premiums for certain of our named executive officers. We believe that this mix of compensation closely links executive officer compensation to company performance, as a majority of our NEOs' total compensation is at-risk. For 2023: • we achieved 104% of our Plan EBIT target goal and 115% of our comparable store sales target goal, resulting in a weighted payout of 135% of target under our annual performance-based cash bonus plan; and • we did not achieve the minimum performance level of our fiscal 2023 Plan EBIT goal applicable to our performance shares granted in 2021 for our fiscal 2023 Plan EBIT goal, resulting in no payout for this cycle. Our performance shares granted in 2023 remain subject to a three-year Plan EBIT performance target before they may be earned. 2EBIT is a non-GAAP financial measure that is explained and reconciled to the comparable GAAP measure in Appendix A to this proxy statement. We define “Adjusted EBIT” as net income before interest expense and provision for income tax, excluding certain special items we do not consider representative of our ongoing financial performance. We define “Plan EBIT” as Adjusted EBIT, as may be further adjusted for any income or expense that is unusual, non-recurring or extraordinary, as the compensation committee of our board deems appropriate. For 2023, no further adjustments were made to Adjusted EBIT to arrive at our Plan EBIT. Similarly, we define "Plan EBT" as net income before provision for income tax, excluding certain special items we do not consider representative of our ongoing financial performance. See Appendix A to this proxy statement for further explanation and reconciliation of non-GAAP measures.

  19. 2022 Say-on-Pay Vote and Stockholder Engagement

    2022 Say-on-Pay Vote and Stockholder Engagement At our 2023 annual meeting, our say-on-pay advisory vote on the 2022 compensation of our named executive officers described in our 2023 proxy statement received over 90% support from votes cast by our stockholders. Our compensation committee took this strong approval into account as one of many factors it considered in connection with the discharge of its responsibilities during 2023 and attributed this level of support, in part, to many of the features of our company’s compensation program, including: • Engaging the compensation committee’s independent compensation consultant to evaluate our incentive plan design and provide executive compensation benchmarking analysis; • Conducting calls with several significant stockholders and reviewing this feedback with our compensation committee; • Requiring a minimum performance threshold for our annual performance-based cash bonus plan before any bonus amount can be earned; • Utilizing a three-year performance period for our performance shares to better align our practices with the broader retail market and to better align our executive officers’ long-term incentives with the creation of long-term value; and • Utilizing Plan EBIT as our 2023 performance share metric to continue providing greater emphasis on our core business. Our compensation committee determined not to make significant structural changes to our executive compensation program in 2023 based on its review of benchmarking analyses performed by its independent compensation consultant, the strong level of stockholder support demonstrated by our 2022 say-on-pay vote and the continued alignment with our strategic priorities of the business. We continued our ongoing stockholder outreach efforts by contacting our largest 20 stockholders in late 2023 and early 2024 to determine if any wished to engage with us on our compensation or ESG practices. Six stockholders collectively holding approximately 25% of our outstanding shares accepted our invitations, and we provided their feedback to our compensation committee. Our compensation committee continues to consider the feedback received and refine our executive compensation program for 2024, as a demonstration of its attention to corporate governance, stockholder feedback and its emphasis on the link between pay and performance.

  20. Section Two – Elements of our Compensation Program

    | Cash Compensation | Base Salary | Base salary is designed to provide a competitive fixed rate of pay recognizing different levels of responsibility and performance within our company. Base salary is generally targeted near the 50th percentile of comparable roles at comparable companies. | | | Performance-based Cash Bonus | Our performance-based bonus is an annual cash incentive program designed to reward team members for achieving annual company sales and profitability goals. | | Long-Term Equity Incentive Compensation | Performance Shares | Performance shares are granted to incentivize long-term value creation for shareholders by focusing on company profitability over a three-year performance period. Performance shares represented 50% of the annual long-term incentive grant value in fiscal 2023 for our named executive officers. | | | RSUs | Time-vesting RSUs are granted to provide incentive for long-term creation of stockholder value. RSUs vest in annual installments over three years and represented 25% of the annual long-term incentive grant value in fiscal 2023 for our named executive officers. | | | Stock Options | Time-vesting stock options are granted to provide incentive for long-term creation of stockholder value. Time-based stock options vest in annual installments over three years and represented 25% of the annual long-term incentive grant value for our named executive officers in 2023. | | Benefit Programs | Health, Welfare and Retirement Programs | Executives participate in the same benefit programs that are offered to other salaried team members. Our benefits are designed to provide market competitive benefits to protect team members’ and their covered dependents’ health and welfare and provide retirement benefits in the form of a 401(k) plan. | | Other | Perquisites | Limited perquisites are provided to certain executives, primarily in the form of company-paid health and life insurance premiums. |

  21. Performance-based Cash Bonus

    Performance-based Cash Bonus We utilize performance-based cash incentives to motivate executives to attain short-term objectives that align with long-term business goals. Meeting or exceeding our annual business and financial goals is important to executing our strategy and delivering long-term value to stockholders. Individual award opportunities vary by job level and are generally set so that, along with other components of compensation, the executives’ target TDC is competitive with comparable roles at comparable companies. For 2023, our performance-based cash bonus plan was based upon (1) Adjusted EBIT, as further adjusted for any income or expense that is unusual, non-recurring or extraordinary, as the compensation committee of our board deems appropriate (referred to as “Plan EBIT”), and (2) comparable store sales growth. No incentive award was payable to executives unless a pre-established minimum of 95% of the target Plan EBIT goal or 97.5% of the target comparable store sales goal was exceeded. Incentive award payouts increased for performance up to a maximum of 120% of the target Plan EBIT goal and 105% of the target comparable store sales goal. For the 2023 performance-based cash bonus plan, the compensation committee did not make any further adjustments to Adjusted EBIT to arrive at Plan EBIT. The performance-based cash bonus plan focuses executive officers on critical financial goals. Our compensation committee believes that Plan EBIT is a primary indicator to our stockholders of our core business health, and its use achieves our desire to use a measure of profitability that drives stockholder value creating behaviors. The second measure, comparable store sales growth, focuses executive officers on both strengthening our core business and making our stores more productive. Each executive officer has a target performance-based cash bonus opportunity, expressed as a percentage of his or her base salary (referred to as the “Target Bonus”), with the ability to earn above or below that target based on our company’s actual performance. In March 2023, the compensation committee and board of directors approved the financial and operational goals for the company. The compensation committee also reviewed and approved the Target Bonus opportunity for each executive officer. If Plan EBIT and comparable store sales growth were 100% of the established targets, our executive officers would be each entitled to receive 100% of such officer’s respective Target Bonus. In addition, each executive officer had the opportunity to earn up to 300% of such officer’s Target Bonus (referred to as “Total Bonus Opportunity”). Payouts are interpolated between the threshold and target amounts and the target and maximum amounts. The range of bonus opportunities for our executive officers for 2023 were as follows:

  22. Performance-based Cash Bonus

    | Compensation Tier | Threshold Bonus (as % of Base Salary) | Target Bonus (as % of Base Salary) | Total Bonus Opportunity (as % of Base Salary) | | Tier I (Sinclair) | 0% | 125% | 375% | | Tier II (Molloy/Konat) | 0% | 100% | 300% | | Tier III (Neal) | 0% | 75% | 225% | | Tier IV (Lombardi) | 0% | 60% | 180% |

  23. Performance-based Cash Bonus

    Because such a large percentage of executive officer compensation is performance-based, our compensation committee invests significant time determining the annual financial target for our performance-based cash bonus program. In general, management makes the initial recommendation for the financial targets based upon our company’s annual board-approved budget, and these recommendations are reviewed and discussed by the compensation committee. The major factors used in setting one or more targets for a particular year are the results for the most recently completed year and the budget for the current year. Other factors taken into account may include general economic and competitive market conditions and industry dynamics. Our compensation committee sets the final corporate performance goals during our first quarter at levels our compensation committee believes are challenging for management to achieve. Performance-based cash bonus payouts are determined in the first quarter of each year following completion of the plan year by measuring the performance against each of the applicable performance goals. In determining whether the performance ranges are met, the compensation committee exercises its judgment whether to reflect or exclude the impact of changes in accounting principles and extraordinary, unusual or infrequently occurring events. For 2023, no further adjustments were made to Adjusted EBIT to arrive at our Plan EBIT. The 2023 incentive award target goals and 2023 results and corresponding bonus percentages relative to the target amounts are shown below.

  24. Performance-based Cash Bonus

    | Weighting | Rationale for Measure | Threshold Goal | Target Goal | Maximum Goal | 2023 Results | Bonus Payout Percentage | | Plan EBIT (75%) | Reflects overall business health and is a measure of profitability that is used by our management and drives stockholder value | $361.6 million | $380.6 million | $456.7 million | $396.3 million(1)(104% of target) | 141% | | Comparable Store Sales (25%) | Demonstrates strength in core business | 0.4% | 3.0% | 8.2% | 3.4% (115% of target) | 117% |

  25. Performance-based Cash Bonus

    (1) See Appendix A to this proxy statement for a reconciliation of this non-GAAP measure. Based on these results, our named executive officers earned a 2023 cash incentive award of 135% of their respective Target Bonus amounts based on operating results that achieved 104% of the Plan EBIT target goal (weighted 75% and corresponding to a 141% bonus payout percentage) and 115% of the comparable store sales target goal (weighted 25% and corresponding to a 117% bonus payout percentage). See “Summary Compensation Table” for actual amounts paid under our 2023 performance-based cash incentive program.

  26. Long-Term Equity Incentive Compensation

    Long-Term Equity Incentive Compensation Each year we grant equity-based long-term incentive awards to executive officers and key team members to motivate and reward them for creating long-term stockholder value. Long-term incentive awards are generally established so that, when added to total cash compensation, the target TDC for an individual executive is generally competitive around the market median of comparable roles at comparable companies. In 2023, our compensation committee determined to grant to our executive officers performance shares, time vesting RSUs and stock options. The value of such equity awards increases or decreases as a result of changes in the market price of our common stock, which directly aligns the interests of our named executive officers with our stockholders.

  27. Long-Term Equity Incentive Compensation

    | Award | Weighting | Vesting Terms and Other Conditions | | Performance Shares | 50% | Performance shares are designed to reward cumulative performance over a three-year period and are subject to our company achieving a Plan EBIT target for fiscal 2025 based on our financial objectives. If the 2025 Plan EBIT target is achieved, the performance shares will be considered “earned” and will generally vest on the third anniversary of the grant date, subject to continued employment. The performance shares are subject to threshold achievement of 90% of the Plan EBIT performance target, and if the Plan EBIT performance target is exceeded, our named executive officers may earn performance shares greater than the target amount, up to 200% of the target number of shares for achievement of 115% of the Plan EBIT performance target. Performance goals and outcomes will be disclosed following the performance period. The target number of shares of our common stock subject to performance shares is determined by the 20-day trailing average closing price for our common stock as reported on the grant date. | | RSUs | 25% | Our named executive officers received time-vesting RSUs that vest one-third on each anniversary of the grant date. The number of shares of our common stock granted as RSUs is determined by the 20-day trailing average closing price for our common stock as reported on the grant date. | | Stock Options | 25% | The exercise price of the stock options equals the closing price on the date of grant. Stock options vest one-third on each anniversary of the grant date and expire after seven years. The number of shares of our common stock granted as stock options is determined by the Black-Scholes model for option valuation on the grant date. |

  28. Long-Term Equity Incentive Compensation

    Performance conditions for the performance shares granted in 2023 will be evaluated based on our 2025 Plan EBIT; goals for 2025 Plan EBIT are not disclosed as this would create competitive harm. While future results cannot be predicted, the compensation committee believes that the 2025 Plan EBIT target was set at a level such that achievement of the target would reflect a strong performance on the part of the executive officers and that payout at the maximum would occur only upon the achievement of results substantially in excess of internal and market expectations at the time the target was set. The performance shares granted in 2023 were substantially identical in structure to those granted in 2021, with awards based on company profitability over a three-year performance period. The goals for performance shares granted in 2021 based on 2023 results and corresponding payout percentages relative to the target amounts are shown below.

  29. Long-Term Equity Incentive Compensation

    | Weighting | Rationale for Measure | Threshold Goal | Target Goal | Maximum Goal | 2023 Results | Payout Percentage | | Plan EBIT (100%) | Reflects overall business health and is a measure of profitability that is used by our management and drives stockholder value | $399.7 million | $420.7 million | $483.8 million | $396.3 million(1) (94.2% of target) | 0% |

  30. Long-Term Equity Incentive Compensation

    See Appendix A to this proxy statement for a reconciliation of this non-GAAP measure.

  31. Role of the Compensation Consultant

    Role of the Compensation Consultant Our compensation committee may periodically engage the services of independent compensation consultants to provide advice in connection with making executive compensation determinations. The chairperson of our compensation committee, in consultation with other committee members, defines the scope of any consultant’s engagement and related responsibilities. These responsibilities may include, among other things, advising on issues of executive compensation and equity compensation structure, providing periodic updates on legislative, regulatory and other marketplace trends and assisting in the preparation of compensation disclosure for inclusion in our SEC filings. In fulfilling its responsibilities, the independent compensation consultant may interact with management or our other outside advisors to the extent necessary or appropriate. Our compensation committee engaged Korn Ferry as its independent compensation consultant for fiscal 2023 to provide the committee with an executive compensation assessment, peer group analysis, incentive plan design review and related compensation advice. The compensation committee’s independent compensation consultant provides analyses that inform the committee’s decisions, but it does not decide or approve any compensation decisions. Korn Ferry representatives met with the chairperson of the compensation committee, with certain members of our management team, and with our compensation committee, as requested, and attended all compensation committee meetings at the request of the committee. The compensation committee considered the factors set forth in the Nasdaq Stock Market rule regarding compensation advisor independence. Specifically, the compensation committee analyzed whether the work of Korn Ferry as compensation consultant raised any conflict of interest, taking into consideration the following factors: (i) the provision of other services to our company by Korn Ferry; (ii) the amount of fees from our company paid to Korn Ferry as a percentage of Korn Ferry’s total revenue; (iii) the policies and procedures of Korn Ferry that are designed to prevent conflicts of interest; (iv) any business or personal relationship of Korn Ferry or the individual compensation advisors employed by Korn Ferry with an executive officer of our company; (v) any business or personal relationship of the individual compensation advisors with any member of the compensation committee; and (vi) any stock of our company owned by Korn Ferry or the individual compensation advisors employed by Korn Ferry. The compensation committee considered the above factors related to compensation advisor independence and based on the foregoing, the committee concluded that Korn Ferry was independent. Our compensation committee intends to continue its practice of retaining executive compensation consultants from time to time, as our compensation committee deems appropriate, to advise our compensation committee with respect to its compensation policies and provide compensation data from comparable companies.

  32. Compensation Levels and Benchmarking

    Compensation Levels and Benchmarking We benchmark our executive compensation against a peer group of companies with which we may compete for executive talent. Market pay data for the peer group for 2023 was gathered through publicly available information, along with compensation survey data provided by Korn Ferry. When making compensation decisions, the compensation committee takes into consideration the value of TDC provided to executives and where that value falls in relation to comparable roles at comparable companies (our peer group discussed below, along with other market survey data). While the compensation committee does not target a specific percentile when making decisions regarding individual compensation components, the committee generally looks to position the value of target TDC to be competitive with the market median of comparable roles at comparable companies. However, the committee considers a number of contributing factors and reference points when determining appropriate compensation levels for each component of our program (salary, annual cash bonus, and long-term incentives) and for the combined sum of these elements (TDC). The peer group is periodically evaluated and updated to ensure the companies in the group remain relevant to us based on our changing size and other factors. For 2023, our compensation committee reviewed the compensation of our executive officers and compared it with that of both our peer group companies and broader, composite market survey data provided by our compensation consultant. In assessing the appropriateness of peer companies, the compensation committee considered the following criteria for our peer group in 2023: annual revenues; food retail, as well as broader retail; comparable financial metrics; talent market that represents the market for executive talent for our company; and the peer groups used by proxy advisory firms. The peer group of 12 companies which, along with broader market survey data, was used for benchmarking purposes in fiscal 2023 is set forth below.

  33. Compensation Levels and Benchmarking

    | Company | Revenue for Most Recent LTM (in millions) | Market Value as of Most Recent FYE (in millions) | | Tractor Supply Company | $14,902 | $23,248 | | Casey’s General Stores, Inc. | $14,595 | $10,195 | | Dick’s Sporting Goods, Inc. | $12,705 | $12,012 | | Ulta Beauty, Inc. | $10,880 | $23,795 | | Spartan Nash Co. | $9,793 | $795 | | Burlington Stores, Inc. | $9,345 | $12,435 | | Petco Health and Wellness Co. | $6,159 | $848 | | Big Lots, Inc. | $4,833 | $228 | | Grocery Outlet Holding Corp. | $3,910 | $2,676 | | Sally Beauty Holdings, Inc. | $3,728 | $1,418 | | Five Below, Inc. | $3,344 | $11,765 | | Designer Brands Inc. | $3,160 | $503 | | 75th Percentile | $11,336 | $12,118 | | 50th Percentile | $7,752 | $6,436 | | 25th Percentile | $3,865 | $835 | | Sprouts Farmers Market (as of December 31, 2023) | $6,837 | $4,869 |

  34. Compensation Levels and Benchmarking

    Based on input from Korn Ferry, the compensation committee reviewed the peer group during 2023 and no changes were made for 2024 based on the compensation committee's review of data provided by Korn Ferry. Our compensation committee may vary from its general approach for various elements of compensation depending on the committee’s analysis of key factors, such as performance, contributions to the business, ability to replace with a high-quality candidate in our unique industry/model or disruption to our business if an executive were to exit.

  35. 2023 Compensation Actions

    | Name | Base Salary | Target Bonus | RSU Awards | Performance Share Awards | Stock Option Awards | Target TDC | | Jack L. Sinclair(1) | $1,200,000 | $1,500,000 | $1,125,000 | $2,250,000 | $1,125,000 | $7,200,000 | | Lawrence P. Molloy | $875,000 | $875,000 | $273,438 | $546,875 | $273,438 | $2,843,750 | | Nicholas Konat | $721,000 | $721,000 | $225,313 | $450,625 | $225,313 | $2,343,250 | | J. Scott Neal | $633,450 | $475,088 | $158,363 | $316,725 | $158,363 | $1,741,988 | | Brandon F. Lombardi | $504,700 | $302,820 | $126,175 | $252,350 | $126,175 | $1,312,220 |

  36. 2023 Compensation Actions

    (1) RSU awards for Mr. Sinclair do not include an additional equity grant of 52,700 RSUs with a value of $1,736,465 intended to compensate Mr. Sinclair for what he would have earned upon vesting of the 2020 performance share awards if payout had not been reduced on account of the per participant limit set forth in the Sprouts Farmers Market, Inc. 2013 Incentive Plan (referred to as the “2013 Incentive Plan”). See – "Summary Compensation Table" and "Grant of Plan-Based Awards". To demonstrate our focus on pay-for-performance, the 2023 target amounts as approved by the compensation committee for each element of compensation is set forth as a percentage of target TDC in the following chart.

  37. Change-in-Control and Severance Arrangements

    Change-in-Control and Severance Arrangements Our executive severance and change-in-control plan provides that our Chief Executive Officer is eligible for two to three years of severance benefits upon certain events, including an involuntary termination of employment or termination of employment in connection with a change in control, and our other executive officers are eligible for one to two years of severance benefits upon certain events, including an involuntary termination of employment or a termination of employment in connection with a change in control. For further information regarding compensation payable to each of our named executive officers in the event of termination of such officer’s employment, see “Potential Payments Upon Termination or Change in Control”.

  38. Summary Compensation Table

    Summary Compensation Table The following table provides information regarding the compensation of our named executive officers for fiscal 2023, 2022 and 2021.

  39. Summary Compensation Table

    | Name and Principal Position | Year | Salary | Bonus(1) | Option Awards(2) | Stock Awards(3) | Non-Equity Incentive Plan Compensation(4) | All Other Compensation(5) | Total | | Jack L. Sinclair | 2023 | $1,191,347 | — | $1,124,995 | $5,163,430 | $2,010,397 | $23,241 | $9,513,410 | | Chief Executive Officer(6) | 2022 | $1,145,693 | — | $1,005,228 | $3,144,640 | $1,593,945 | $16,181 | $6,905,687 | | | 2021 | $1,118,616 | — | $939,674 | $3,242,414 | $458,632 | $13,784 | $5,773,120 | | Lawrence P. Molloy | 2023 | $875,000 | — | $273,429 | $832,910 | $1,181,250 | $7,551 | $3,170,140 | | Former Chief Financial | 2022 | $875,000 | — | $273,155 | $854,505 | $973,875 | $7,524 | $2,984,059 | | Officer(7) | 2021 | $235,577 | $500,000 | — | $3,914,241 | — | $1,881 | $4,651,699 | | Nicholas Konat | 2023 | $717,366 | — | $225,307 | $686,316 | $968,444 | $37,354 | $2,634,787 | | President and Chief | 2022 | $538,462 | $650,000 | $218,452 | $3,819,495 | $599,308 | $85,970 | $5,911,687 | | Operating Officer(8) | | | | | | | | | | J. Scott Neal | 2023 | $630,257 | — | $158,358 | $482,388 | $638,135 | $11,835 | $1,920,973 | | Chief Merchandising | 2022 | $612,693 | — | $153,588 | $584,618 | $511,445 | $11,509 | $1,873,853 | | Officer(9) | 2021 | $600,000 | — | $149,997 | $482,588 | $147,600 | $8,981 | $1,389,166 | | Brandon F. Lombardi | 2023 | $502,156 | — | $126,171 | $384,329 | $406,746 | $12,490 | $1,431,892 | | Chief Legal Officer and | 2022 | $487,692 | — | $122,375 | $382,770 | $325,681 | $11,896 | $1,330,414 | | Chief Sustainability Officer | 2021 | $475,000 | — | $118,746 | $489,279 | $93,480 | $12,441 | $1,188,946 |

  40. Summary Compensation Table

    (1) The amounts in this column reflect sign-on bonuses in connection with the appointment of the named executive officers to their respective positions. (2) The amounts in this column reflect the aggregate grant date fair value of each option award granted during the fiscal year, computed in accordance with ASC 718. The valuation assumptions used in determining such amounts are described in Note 26 to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. (3) The amounts in this column reflect the aggregate grant date fair value of performance shares and RSUs granted during the fiscal year, computed in accordance with ASC 718. The valuation assumptions used in determining such amounts are described in Note 26 to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. Amounts shown with respect to unearned performance shares represent the expected value of the award, based on target level of performance. The value of such currently unearned performance shares at the maximum level of performance for the awards granted in fiscal 2023 would be $4,499,971 for Mr. Sinclair, $1,093,695 for Mr. Molloy, $901,201 for Mr. Konat, $633,424 for Mr. Neal and $504,662 for Mr. Lombardi. (4) Unless otherwise indicated, amounts shown in this column include bonuses earned in fiscal 2023, 2022 and 2021 under our performance-based cash incentive program, but not paid until fiscal 2024, 2023 and 2022, respectively, and are based on percentages of the actual base salary amounts earned by the named executive officers during such years. (5) Amounts in this column for 2023 include (a) medical and disability insurance premiums paid on behalf of Messrs. Sinclair and Lombardi; (b) life insurance premiums of $7,524, $7,524, $1,710, $4,622 and $1,267 paid on behalf of Messrs. Sinclair, Molloy, Konat, Neal and Lombardi, respectively; (c) health savings account contribution of $1,000 for Mr. Konat; (d) matching contributions to our 401(k) Plan for Messrs. Konat, Neal and Lombardi; (e) $8,520 and $1,435 for personal use of our corporate aircraft by Messrs. Sinclair and Konat, respectively; (f) relocation expenses of $24,060 paid on behalf of Mr. Konat; and (g) taxable gifts for Messrs. Sinclair and Molloy. (6) In addition to his annual equity grant in fiscal 2023, Mr. Sinclair received an additional equity grant of 52,700 RSUs with a value of $1,736,465. Because of the annual per participant limits in our 2013 Incentive Plan, Mr. Sinclair did not receive the full payout percentage applicable to all other executive officers in respect of performance share awards granted in 2020 which were paid in 2023. The additional grant of RSUs, which was subject to a one-year vesting period, was intended to compensate Mr. Sinclair for what he would have earned upon vesting of 2020 performance share awards above the per participant limit set forth in the 2013 Incentive Plan if his payout percentage had not been reduced. See – "Grants of Plan-Based Awards". (7) Mr. Molloy served on our board of directors until he was appointed Chief Financial Officer on September 20, 2021. Amounts exclude compensation related to Mr. Molloy’s service on our board of directors. Mr. Molloy retired as our Chief Financial Officer / Treasurer, effective December 31, 2023. (8) In addition to his annual equity grant in fiscal 2022, Mr. Konat received a sign-on grant of RSUs with a value of $3,000,000, which was intended to compensate him for compensation from his prior employer that he relinquished to join our company. See – "Grants of Plan-Based Awards". In addition to his annual equity grant in fiscal 2022, Mr. Neal received a grant of RSUs with a value of $100,000 in connection with added responsibilities assumed in his role as Chief Merchandising Officer. See – "Grants of Plan-Based Awards".

  41. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table sets forth certain information with respect to grants of plan-based awards to the named executive officers for fiscal 2023.

  42. Grants of Plan-Based Awards

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of | All Other Option Awards: Number of | Exercise or Base | Grant Date Fair Value of | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | Shares of Stock or Units (3)(#) | Securities Underlying Options (4)(#) | Price of Option Awards ($/Sh) | Stock and Option Awards(5) ($) | | Jack L. | — | $0 | $1,500,000 | $4,500,000 | — | — | — | — | — | — | — | | Sinclair | Mar. 14, 2023 | — | — | — | 6,934 | 69,337 | 138,674 | — | — | — | $2,284,654 | | | Mar. 14, 2023 | — | — | — | — | — | — | 34,668 | — | — | $1,142,311 | | | Mar. 14, 2023(6) | — | — | — | — | — | — | 52,700 | — | — | $1,736,465 | | | Mar. 14, 2023 | — | — | — | — | — | — | — | 89,093 | $32.95 | $1,124,995 | | Lawrence P. | — | $0 | $875,000 | $2,625,000 | — | — | — | — | — | — | — | | Molloy | Mar. 14, 2023 | — | — | — | 1,685 | 16,852 | 33,704 | — | — | — | $555,273 | | | Mar. 14, 2023 | — | — | — | — | — | — | 8,426 | — | — | $277,637 | | | Mar. 14, 2023 | — | — | — | — | — | — | — | 21,654 | $32.95 | $273,429 | | Nicholas | — | $0 | $721,000 | $2,163,000 | — | — | — | — | — | — | — | | Konat | Mar. 14, 2023 | — | — | — | 1,389 | 13,886 | 27,772 | — | — | — | $457,544 | | | Mar. 14, 2023 | — | — | — | — | — | — | 6,943 | — | — | $228,772 | | | Mar. 14, 2023 | — | — | — | — | — | — | — | 17,843 | $32.95 | $225,307 | | J. Scott Neal | — | $0 | $475,088 | $1,425,263 | — | — | — | — | — | — | — | | | Mar. 14, 2023 | — | — | — | 976 | 9,760 | 19,520 | — | — | — | $321,592 | | | Mar. 14, 2023 | — | — | — | — | — | — | 4,880 | — | — | $160,796 | | | Mar. 14, 2023 | — | — | — | — | — | — | — | 12,541 | $32.95 | $158,358 | | Brandon F. | — | $0 | $302,820 | $908,460 | — | — | — | — | — | — | — | | Lombardi | Mar. 14, 2023 | — | — | — | 778 | 7,776 | 15,552 | — | — | — | $256,219 | | | Mar. 14, 2023 | — | — | — | — | — | — | 3,888 | — | — | $128,110 | | | Mar. 14, 2023 | — | — | — | — | — | — | — | 9,992 | $32.95 | $126,171 |

  43. Grants of Plan-Based Awards

    (1) Amounts in these columns represent possible amounts payable under our 2023 performance-based cash bonus plan. For fiscal 2023, cash bonuses to be awarded to each named executive officer were based on Plan EBIT and comparable store sales growth targets. The Target Bonus amounts for 2023 for Mr. Sinclair, Mr. Molloy, Mr. Konat, Mr. Neal and Mr. Lombardi were 125%, 100%, 100%, 75% and 60% of 2023 base salary, respectively. The maximum amount achievable by the named executive officers in 2023 was 300% of their respective Target Bonus. In addition, 75% of the bonus criteria for each named executive officer was weighted towards Plan EBIT and 25% towards comparable store sales growth. See “Summary Compensation Table” for actual amounts paid under our 2023 performance-based cash incentive program. (2) Amounts in these columns represent unvested performance share awards, which were granted on March 14, 2023 for all named executive officers. The performance shares are eligible to vest on March 14, 2026, and are ultimately earned based on the achievement of three-year Plan EBIT performance conditions and assuming continued service through the vesting date. (3) Amounts in this column represent unvested RSUs, which were granted on March 14, 2023 for all named executive officers. The RSUs vest in three equal installments on the first three anniversaries of the respective grant dates, assuming continued employment through the applicable vesting date. (4) Amounts in this column represent unvested options, which were granted on March 14, 2023 for all named executive officers. The options vest in three equal installments on the first three anniversaries of the respective grant dates, assuming continued employment through the applicable vesting date. (5) Amounts in this column reflect the aggregate grant date fair value of each option, RSU and performance share granted during fiscal 2023, computed in accordance with ASC 718. The valuation assumptions used in determining such amounts are described in Note 26 to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. Amounts with respect to performance share awards represent the expected value of the award, based on the target level of performance and the fair market value of our stock on the grant date. Represents an additional equity grant of 52,700 RSUs with a value of $1,736,465. Because of the annual per participant limits in our 2013 Incentive Plan, Mr. Sinclair did not receive the full payout percentage applicable to all other executive officers in respect of performance share awards granted in 2020 which were paid in 2023. The additional grant of RSUs, which was subject to a one-year vesting period, is intended to compensate Mr. Sinclair for what he would have earned upon vesting of the 2020 performance share awards above the per participant limit set forth in the 2013 Incentive Plan if his payout percentage had not been reduced. The RSUs vest in one installment on March 14, 2024.

  44. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table provides information regarding outstanding equity awards held by our named executive officers as of December 31, 2023.

  45. Outstanding Equity Awards at Fiscal Year-End

    | | | Option Awards | | | | Stock Awards | | | | | | | Number of Securities Underlying Unexercised Options(1) | | Option | Option | Number of Shares or Units of Stock That | Market Value of Shares or Units of Stock That | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That | | Name | Grant Date | Exercisable | Unexercisable | Exercise Price | Expiration Date | Have Not Vested(2) | Have Not Vested(3) | Have Not Vested | Have Not Vested(3) | | Jack L. | March 9, 2020 | 169,917 | — | $16.47 | March 9, 2027 | — | — | — | — | | Sinclair | March 16, 2021 | 81,887 | 40,943 | $24.42 | March 16, 2028 | — | — | — | — | | | March 16, 2021(4) | — | — | — | — | — | — | 82,536 | $3,970,807 | | | March 16, 2021 | — | — | — | — | 13,756 | $661,801 | — | — | | | March 15, 2022 | 31,743 | 63,486 | $31.47 | March 15, 2029 | — | — | — | — | | | March 15, 2022(5) | — | — | — | — | — | — | 66,617 | $3,204,944 | | | March 15, 2022 | — | — | — | — | 22,205 | $1,068,283 | — | — | | | March 14, 2023 | — | 89,093 | $32.95 | March 14, 2030 | — | — | — | — | | | March 14, 2023(6) | — | — | — | — | — | — | 69,337 | $3,335,803 | | | March 14, 2023 | — | — | — | — | 34,668 | $1,667,877 | — | — | | | March 14, 2023(7) | — | — | — | — | 52,700 | $2,535,397 | — | — | | Lawrence P. | March 15, 2022 | 8,626 | — | $31.47 | March 15, 2029 | — | — | — | — | | Molloy | | | | | | | | | | | Nicholas | March 21, 2022 | 6,757 | 13,513 | $32.05 | March 21, 2029 | — | — | — | — | | Konat | March 21, 2022(5) | — | — | — | — | — | — | 14,260 | $686,049 | | | March 21, 2022 | — | — | — | — | 97,783 | $4,704,340 | — | — | | | March 21, 2022 | — | — | — | — | 4,753 | $228,667 | — | — | | | March 14, 2023 | — | 17,843 | $32.95 | March 14, 2030 | — | — | — | — | | | March 14, 2023(6) | — | — | — | — | — | — | 13,886 | $668,055 | | | March 14, 2023 | — | — | — | — | 6,943 | $334,028 | — | — | | J. Scott Neal | March 16, 2021 | — | 6,535 | $24.42 | March 16, 2028 | — | — | — | — | | | March 16, 2021(4) | — | — | — | — | — | — | 13,175 | $633,849 | | | March 16, 2021 | — | — | — | — | 2,195 | $105,601 | — | — | | | March 15, 2022 | 4,850 | 9,700 | $31.47 | March 15, 2029 | — | — | — | — | | | March 15, 2022(5) | — | — | — | — | — | — | 10,178 | $489,664 | | | March 15, 2022(8) | — | — | — | — | 5,599 | $269,368 | — | — | | | March 14, 2023 | — | 12,541 | $32.95 | March 14, 2030 | — | — | — | — | | | March 14, 2023(6) | — | — | — | — | — | — | 9,760 | $469,554 | | | March 14, 2023 | — | — | — | — | 4,880 | $234,777 | — | — | | Brandon F. | March 4, 2019 | 12,451 | — | $23.12 | March 4, 2026 | — | — | — | — | | Lombardi | March 16, 2021 | 10,348 | 5,147 | $24.42 | March 16, 2028 | — | — | — | — | | | March 16, 2021(4) | — | — | — | — | — | — | 10,430 | $501,787 | | | March 16, 2021 | — | — | — | — | 1,738 | $83,615 | — | — | | | March 15, 2022 | 3,865 | 7,728 | $31.47 | March 15, 2029 | — | — | — | — | | | March 15, 2022(5) | — | — | — | — | — | — | 8,109 | $390,124 | | | March 15, 2022 | — | — | — | — | 2,702 | $129,993 | — | — | | | March 14, 2023 | — | 9,992 | $32.95 | March 14, 2030 | — | — | — | — | | | March 14, 2023(6) | — | — | — | — | — | — | 7,776 | $374,103 | | | March 14, 2023 | — | — | — | — | 3,888 | $187,052 | — | — |

  46. Outstanding Equity Awards at Fiscal Year-End

    (1) Options are to acquire shares of common stock. Options generally expire seven years from the grant date and vest in three equal installments on each of the first three anniversaries of the grant date, assuming continued employment through the applicable vesting date. (2) Represents unvested RSUs. The RSUs generally vest in three equal installments on each of the first three anniversaries of the grant date, assuming continued employment through the applicable vesting date. (3) The market value of unvested awards was calculated by multiplying the number of unvested awards held by the applicable named executive officer by the closing market price of our common stock on the Nasdaq Global Select Market on the last trading day of fiscal 2023, December 29, 2023, which was $48.11 per share. Represents unvested performance share awards. Amounts reflect the number of shares that may be earned under the performance share awards upon achievement of target performance; actual number of shares earned will be based on the fiscal 2023 Plan EBIT goals. As 2023 Plan EBIT performance conditions were not achieved, no shares vested on March 16, 2024. Represents unvested performance share awards. Amounts reflect the number of shares that may be earned under the performance share awards upon achievement of target performance; actual number of shares earned will be based on the fiscal 2024 Plan EBIT goals. The performance shares that are earned will cliff vest on March 15, 2025, assuming 2024 Plan EBIT performance conditions are achieved and continued service through the vesting date. (6) Represents unvested performance share awards. Amounts reflect the number of shares that may be earned under the performance share awards upon achievement of target performance; actual number of shares earned will be based on the fiscal 2025 Plan EBIT goals. The performance shares that are earned will cliff vest on March 14, 2026, assuming 2025 Plan EBIT performance conditions are achieved and continued service through the vesting date. (7) Represents unvested RSUs. Because of the annual per participant limits in our 2013 Incentive Plan, Mr. Sinclair did not receive the full payout percentage applicable to all other executive officers in respect of performance share awards granted in 2020 which were paid in 2023. This additional grant of RSUs is intended to compensate Mr. Sinclair for what he would have earned upon vesting of the 2020 performance share awards above the per participant limit set forth in the 2013 Incentive Plan if his payout percentage had not been reduced. The RSUs become fully vested on the first anniversary of the grant date. Include RSUs with a value of $100,000 granted to Mr. Neal in connection with added responsibilities assumed in his role as Chief Merchandising Officer. These RSUs vest in three equal installments on each of the first three anniversaries of the grant date, assuming continued employment through the applicable vesting date.

  47. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table details option exercises and RSU and performance share vesting during fiscal 2023 for each of our named executive officers.

  48. Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise | Value Realized on Exercise(1) | Number of Shares Acquired on Vesting | Value Realized on Vesting(2) | | Jack L. Sinclair | — | — | 191,749 | $6,423,903 | | Lawrence P. Molloy | — | — | 171,154 | $6,961,059 | | Nicholas Konat | — | — | 2,377 | $79,083 | | J. Scott Neal | 22,763 | $306,474 | 25,163 | $880,823 | | Brandon F. Lombardi | 24,457 | $722,232 | 34,697 | $1,162,599 |

  49. Option Exercises and Stock Vested

    (1) The value realized on exercise is determined by multiplying the number of shares acquired upon exercise by the difference between the exercise price of the options and the market price of the underlying shares at exercise. (2) The value realized on vesting is determined by multiplying the number of vested shares by the closing price of our company’s common stock on the vesting date.

  50. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control On November 4, 2015, our board of directors adopted an Executive Severance and Change in Control Plan (referred to as the “Plan”) to provide benefits and payments to certain of our senior executive officers if their employment is terminated under certain circumstances. The Plan was subsequently amended and restated in December 2018 and February 2020 and covers senior executive officers as defined in the Plan and designated by the compensation committee of our board of directors, including our named executive officers, other than Messrs. Molloy and Konat whose letter agreements provide for variation from the terms of the Plan (as described in the tables below). In the event that a Plan participant’s employment is terminated by us without cause or due to elimination of job position, reduction in force or restructuring, or by a participant due to relocation, and such termination does not constitute a termination in connection with a change in control described below and is not within 12 months of the participant’s date of hire, (a) our Chief Executive Officer will be eligible to receive continued payments of base salary for two years and COBRA premium reimbursement for two years (or, if earlier, until he is no longer eligible for COBRA coverage), the aggregate amount of the annual bonuses received in respect of the prior two completed fiscal years, and a prorated bonus based on actual performance for the fiscal year in which termination occurs; and (b) other Plan participants will be eligible to receive continued payments of base salary for one year and COBRA premium reimbursement for one year (or, if earlier, until the participant is no longer eligible for COBRA coverage). In the event that a Plan participant’s employment is terminated by us without cause or by the participant for good reason (each as defined by the Plan) upon or during the 24-month period following a change in control, Plan participants other than our Chief Executive Officer, will be eligible to receive continued payments of base salary for two years and COBRA premium reimbursement for two years (or, if earlier, until the participant is no longer eligible for COBRA coverage), as well as an amount equal to the participant’s target bonus at the time of termination. Our Chief Executive Officer will be eligible to receive continued payments of base salary for three years and COBRA premium reimbursement for three years (or, if earlier, until he is no longer eligible for COBRA coverage), as well as an amount equal to his target annual bonuses paid in respect of the past three completed fiscal years. Unless otherwise specified, the tables below reflect the amount of compensation to our named executive officers in the event of termination of such officer’s employment outside of or upon a change in control pursuant to the Plan. The amount of compensation payable to each named executive officer upon voluntary (other than for good reason) or for cause termination, good reason or involuntary not for cause termination, and in the event of disability or death of the executive or in connection with a change in control of our company is shown below. The amounts shown assume that such termination or change in control termination was effective as of December 31, 2023, and thus include amounts earned through such time and are estimates of the amounts which would be paid out to the executives upon their termination. The actual amounts to be paid out can only be determined at the time of such officer’s separation from our company. Our equity award agreements provide for the vesting of the award in connection with a change in control only if not assumed by an acquiror or after the executive is terminated by an acquiror without cause or by the executive for good reason within 24 months of a qualifying change in control transaction. In addition, our outstanding equity award agreements provide for vesting in the event of the executive’s termination of employment on account of death or disability. Options and RSUs would vest in full upon such death or disability, and a pro-rated portion of performance shares would vest (based on the period of employment and calculated using the greater of target or actual expected performance through the termination date), or the actual number of shares if such amount was certified prior to the termination pursuant to the applicable award agreement).

  51. Pension Benefits and Nonqualified Deferred Compensation

    Pension Benefits and Nonqualified Deferred Compensation We do not offer a pension plan for any of our team members. In fiscal 2023, we did not offer a nonqualified deferred compensation plan for any of our team members. Team members meeting certain requirements may participate in our 401(k) Plan.

  52. CEO Pay Ratio

    CEO Pay Ratio SEC rules require us to disclose the total annual compensation of our Chief Executive Officer (referred to as “CEO”), the median of the total annual compensation of all employees other than the CEO, as well as their ratio to each other (referred to as the “CEO pay ratio”). Total compensation for Jack Sinclair and our median compensated employee is calculated in accordance with SEC rules applicable to the Summary Compensation Table. For our 2023 fiscal year, these amounts were as follows: • CEO’s total compensation: $9,513,410 • Our median compensated employee’s total compensation: $26,686 • Ratio of CEO’s total compensation to our median compensated employee’s total compensation: 356:1 In determining the median compensated employee, we chose December 31, 2023 as the determination date, and used the same methodology we employed in the prior year as our median compensated employee for fiscal 2022 no longer works for our company. As of this date, we employed 31,914 total team members (excluding Mr. Sinclair). We annualized compensation for permanent employees who were not employed by us for the full 2023 year. In determining our median compensated employee and computing the CEO pay ratio, we did not use any of the exemptions permitted under SEC rules, nor did we rely on any material assumptions, adjustments (i.e., cost-of-living adjustments) or estimates (i.e., statistical sampling). We believe that the CEO pay ratio set forth above is a reasonable estimate for fiscal 2023, calculated in a manner consistent with SEC rules. The SEC rules for identifying the median compensated employee and calculating the CEO pay ratio based on that employee’s total annual compensation allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their compensation practices. As such, the CEO pay ratio reported by other companies may not be comparable to the CEO pay ratio reported for us, as other companies may have different employment and compensation practices and may utilize different permitted methodologies, exclusions, estimates and assumptions in calculating their own CEO pay ratios.

  53. Pay vs. Performance

    Pay vs. Performance The following tables and narrative disclosure provide information on the relationship of the compensation of our Chief Executive Officer (also referred to as “PEO”) and the average of our other named executive officers (also referred to as “Non-PEO NEOs”) compared to our performance over the past four fiscal years.

  54. Pay Versus Performance

    Pay Versus Performance

  55. Pay Versus Performance

    | | | | | | Value of Initial Fixed $100 Investment based on:(4) | | | | | Year | Summary Comp. Table Total for PEO(1) | Comp. Actually Paid to PEO(3) | Average Summary Comp. Table Total for non-PEO Named Executive Officers(2) | Average Comp. Actually Paid to non-PEO Named Executive Officers(3) | Total Share holder Return | Peer Group Total Share holder Return(4) | Net Income | Company Selected Measure: (Plan EBIT)(5) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2023 | $9,513,410 | $15,054,952 | $2,289,448 | $3,107,267 | $246.59 | $172.96 | $258,856,000 | $396,265,000 | | 2022 | $6,905,687 | $5,175,449 | $3,025,003 | $2,894,691 | $165.91 | $164.73 | $261,164,000 | $358,360,000 | | 2021 | $5,773,120 | $12,555,590 | $1,951,232 | $2,120,931 | $152.13 | $164.01 | $244,157,000 | $334,076,000 | | 2020 | $8,465,476 | $13,305,587 | $2,051,057 | $2,342,408 | $103.02 | $112.80 | $287,450,000 | $400,500,000 |

  56. Pay Versus Performance

    (1) Jack Sinclair was PEO for each of fiscal 2023, 2022, 2021 and 2020. (2) Non-PEO NEOs whose average compensation is reflected in columns (d) and (e) consist of Lawrence P. Molloy and J. Scott Neal for each of the fiscal years presented; Brandon F. Lombardi for fiscal 2023, 2022 and 2021; Nicholas Konat for fiscal 2023 and 2022; Denise A. Paulonis, former Chief Financial Officer, for fiscal 2021 and 2020; Gilliam D. Phipps, former Senior Vice President, Chief Marketing Officer, for fiscal 2021 and 2020; and David M. McGlinchey, former Chief Format Officer, for fiscal 2020. (3) Compensation actually paid as reflected in columns (c) and (e) was calculated in accordance with SEC rules based on the Total Compensation as reflected in the Summary Compensation Table adjusted to present the value of equity-based compensation based on estimated year-end value. The following tables reflect the adjustments made from the Summary Compensation Total to compensation actually paid for the PEO and the Non-PEO NEOs:

  57. PEO Summary Compensation Table to Compensation Actually Paid Equity Award Adjustments Reconciliation

    PEO Summary Compensation Table to Compensation Actually Paid Equity Award Adjustments Reconciliation

  58. PEO Summary Compensation Table to Compensation Actually Paid Equity Award Adjustments Reconciliation

    | Reconciliation of Summary Compensation Table Total to Compensation Actually Paid | Fiscal Year 2023 (For PEO) | Fiscal Year 2022 (For PEO) | Fiscal Year 2021 (For PEO) | Fiscal Year 2020 (For PEO) | | Summary Compensation Table Total | $9,513,410 | $6,905,687 | $5,773,120 | $8,465,476 | | (Minus): Change in Actuarial Present Value of Pension Benefits | — | — | — | — | | Plus: Service Costs and Prior Service Cost for Pension Benefits | — | — | — | — | | (Minus): Grant Date Fair Value of Equity Awards Granted in the Fiscal Year | $(6,288,425) | $(4,149,868) | $(4,182,088) | $(3,328,866) | | Plus: Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in the Fiscal Year | $9,440,055 | $3,296,040 | $5,276,056 | $6,304,580 | | Plus/(Minus): Change in Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years | $2,111,723 | $(1,418,423) | $5,129,300 | $1,621,753 | | Plus: Fair Value at Vesting of Equity Awards Granted and Vested in the Fiscal Year | — | — | — | — | | Plus/(Minus): Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year | $278,189 | $542,013 | $559,202 | $242,644 | | (Minus): Fair Value as of the Prior Fiscal Year End of Equity Awards Granted in Prior Fiscal Years that Failed to Meet Vesting Conditions in the Fiscal Year | — | — | — | — | | Plus/(Minus): Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Reflected in Total Compensation | — | — | — | — | | Compensation Actually Paid | $15,054,952 | $5,175,449 | $12,555,590 | $13,305,587 |

  59. Non-PEO NEOs Summary Compensation Table to Compensation Actually Paid Equity Award Adjustments Reconciliation

    Non-PEO NEOs Summary Compensation Table to Compensation Actually Paid Equity Award Adjustments Reconciliation

  60. Non-PEO NEOs Summary Compensation Table to Compensation Actually Paid Equity Award Adjustments Reconciliation

    | Reconciliation of Summary Compensation Table Total to Compensation Actually Paid | Fiscal Year 2023 (Average For Non-PEO NEOs) | Fiscal Year 2022 (Average For Non-PEO NEOs) | Fiscal Year 2021 (Average For Non-PEO NEOs) | Fiscal Year 2020 (Average For Non-PEO NEOs) | | Summary Compensation Table Total | $2,289,448 | $3,025,003 | $1,951,232 | $2,051,057 | | (Minus): Change in Actuarial Present Value of Pension Benefits | — | — | — | — | | Plus: Service Costs and Prior Service Cost for Pension Benefits | — | — | — | — | | (Minus): Grant Date Fair Value of Equity Awards Granted in the Fiscal Year | $(792,302) | $(1,602,240) | $(1,312,866) | $(849,367) | | Plus: Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in the Fiscal Year | $782,268 | $1,443,242 | $1,475,337 | $1,107,135 | | Plus/(Minus): Change in Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years | $616,334 | $382 | $277,264 | $29,960 | | Plus: Fair Value at Vesting of Equity Awards Granted and Vested in the Fiscal Year | — | — | — | — | | Plus/(Minus): Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year | $385,208 | $28,304 | $72,500 | $3,623 | | (Minus): Fair Value as of the Prior Fiscal Year End of Equity Awards Granted in Prior Fiscal Years that Failed to Meet Vesting Conditions in the Fiscal Year | $(173,689) | — | $(342,536) | — | | Plus/(Minus): Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Reflected in Total Compensation | — | — | — | — | | Compensation Actually Paid | $3,107,267 | $2,894,691 | $2,120,931 | $2,342,408 |

  61. Non-PEO NEOs Summary Compensation Table to Compensation Actually Paid Equity Award Adjustments Reconciliation

    In accordance with the applicable requirements, the fair values of unvested and outstanding equity awards to the NEOs were remeasured as of the end of each fiscal year, and as of each vesting date, during the years displayed in the table. • For options, the fair values as of each measurement date were determined using a Black-Scholes model, with assumptions and methodologies regarding volatility, dividend yield, and risk-free rates that are generally consistent with those used to estimate fair value at grant under GAAP. The expected life of options as of each measurement date is estimated based on consideration of consistency with the original valuation assumptions for the grant, the circumstances of the grant at the measurement date, and other relevant factors under GAAP. • For performance shares, fair values reflect the probable outcome of the performance vesting conditions as of each measurement date. • For RSUs, the fair value is equal to the stock price on the appropriate measurement date. The table below contains ranges of assumptions used in the valuation of outstanding equity awards for the relevant fiscal years. For more information, please see Note 26 to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and the footnotes to the Summary Compensation Table of this proxy statement.

  62. Non-PEO NEOs Summary Compensation Table to Compensation Actually Paid Equity Award Adjustments Reconciliation

    | | Fiscal Year 2023 | | Restricted Stock Units | | | Stock Price | $32.37 - $48.11 | | Performance Shares | | | Financial Metric Multiplier | 0% - 100% | | Stock Options | | | Expected Term | 4.50 years | | Strike Price | $16.47 - $32.95 | | Volatility | 30.29% - 43.01% | | Dividend Yield | 0.00% | | Risk-Free Interest Rate | 3.71% - 5.20% |

  63. Non-PEO NEOs Summary Compensation Table to Compensation Actually Paid Equity Award Adjustments Reconciliation

    (4) Total Stockholder Return, or “TSR,” and Peer Group TSR reflect our TSR compared to that of the S&P Food Retail Index (referred to as the “Peer Group Index”). The dollar amounts in columns (f) and (g) represent the value at the end of the applicable year of an assumed $100 investment in, respectively, the Company’s common stock and the Peer Group Index on the last trading day of fiscal 2019. In accordance with SEC rules, the table must include, in addition to relative TSR and net income, a Company-Selected Measure. We have included Plan EBIT, a non-GAAP measure defined as Adjusted EBIT, as may be further adjusted for any income or expense that is unusual, non-recurring or extraordinary, as the compensation committee of our board deems appropriate. Plan EBIT is a key measure used in determining our annual performance-based cash bonuses and payouts of performance shares. See Appendix A for more information. Tabular Disclosure of Most Important Compensation-Related Measures. The following were the most important financial performance measures, as determined by our Company, that link compensation actually paid to our PEO and non-PEO NEOs to our Company's performance for the most recently completed fiscal year.

  64. Non-PEO NEOs Summary Compensation Table to Compensation Actually Paid Equity Award Adjustments Reconciliation

    | Three Most Important Company Performance Measures for Determining Executive Compensation | | Plan EBIT: the Company-Selected Measure included and described in the above table | | Comparable store sales: a key metric in determining payouts of our annual performance-based cash bonuses | | Net sales: our net sales impacts Plan EBIT and comparable store sales |

  65. Non-PEO NEOs Summary Compensation Table to Compensation Actually Paid Equity Award Adjustments Reconciliation

    Graphical Comparison of Certain Measures. The following graphs provide a comparison of the Company’s three-year cumulative TSR with that of the Peer Group Index, as well as comparisons of “compensation actually paid” to our PEO and Non-PEO NEOs with Company TSR, net income and Plan EBIT (the Company-Selected Measure).

  66. Non-PEO NEOs Summary Compensation Table to Compensation Actually Paid Equity Award Adjustments Reconciliation

    | Equity Compensation Plan Information |

  67. EQUITY COMPENSATION PLAN INFORMATION

    | Plan Category | Number of Securities to Be Issued Upon Exercise of Outstanding Equity Awards (a) | Weighted- Average Exercise Price of Outstanding Equity Awards (b) | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c) | | Equity Compensation Plans Approved by Stockholders | 2,159,081(1) | $25.70(2) | 5,874,286(3) | | Equity Compensation Plans Not Approved by Stockholders | — | $— | — | | Total | 2,159,081 | $25.70 | 5,874,286 |