DEF 14A of National Vision Holdings, Inc., Apr 25, 2024

DEF 14A of National Vision Holdings, Inc.

Filed Apr 25, 2024 · FY20230001104659-24-051446

Open on EDGAR

  1. Our Board of Directors

    Our Board of Directors The fundamental duty of the Board is to oversee our strategy and the long-term interests of our stockholders. The following provides summary information about our current directors, individually, and our nominees for director in the aggregate. See “Proposal 1—Election of Directors” for more details on our director nominees’ qualifications, skills and experience.

  2. Our Board of Directors

    | | | | | | Committee Membership | | | | Directors | Occupation | Age | Director Since | Independent | Audit Committee | Compensation Committee | Nominating and Corporate Governance Committee | | L. Reade Fahs | Chief Executive Officer, National Vision Holdings, Inc. | 63 | 2014 | | | | | | D. Randolph Peeler | Managing Director, Berkshire Partners, LLC | 59 | 2014 | | | | | | Jose Armario | Chief Executive Officer, Bojangles’, Inc. | 65 | 2021 | | | | | | Virginia A. Hepner | Retired Chief Executive Officer, The Woodruff Arts Center | 66 | 2018 | | | | | | Susan S. Johnson | Retired Chief Marketing Officer, Prudential Financial, Inc. | 58 | 2020 | | | | | | Naomi Kelman | Retired President & Chief Executive Officer, Willow | 65 | 2020 | | | | | | Susan O’Farrell | Retired Chief Financial Officer, Bluelinx Holdings, Inc. | 60 | 2024 | | | | | | Thomas V. Taylor, Jr. | Chief Executive Officer, Floor & Decor Holdings, Inc. | 58 | 2018 | | | | | | David M. Tehle | Retired Executive Vice President and Chief Financial Officer, Dollar General Corporation | 67 | 2017 | | | | |

  3. Our Board of Directors

    Chair

  4. Nominees for Election to the Board of Directors

    Nominees for Election to the Board of Directors Presented on the following pages are the eight director nominees recommended by the Board of Directors for election at the Annual Meeting. Upon the recommendation of the nominating and corporate governance committee, the Board has nominated D. Randolph Peeler, L. Reade Fahs, Jose Armario, Virginia A. Hepner, Susan S. Johnson, Naomi Kelman, Susan O’Farrell and Thomas V. Taylor, Jr. for re-election as directors for a one-year term expiring at the 2025 annual meeting. Mr. Tehle will not stand for re-election and his term will expire at the Annual Meeting. All of the nominees listed in this proxy statement are incumbent directors, whose terms expire on the date of the Annual Meeting. With the exception of Mr. Fahs, our Chief Executive Officer, all are independent directors. The nominating and corporate governance committee evaluated and recommended each director nominee in accordance with its charter and our Corporate Governance Guidelines. We have no reason to believe that any of the director nominees will be unable or unwilling to serve if elected; however, in the unlikely event that any of them ceases to be a candidate for election by the time of the Annual Meeting, proxies may be voted for a substitute nominee recommended by the Board, or the Board may elect to reduce its size.

  5. Board Refreshment

    Board Refreshment • Susan O’Farrell was appointed to the Board in February 2024 and serves on the audit committee. She brings a wealth of both retail and multi-industry knowledge to the Board and her nomination was based on her financial and operational experience encompassing IT, procurement, supply chain and logistics in growth and transformational environments. Ms. O’Farrell was identified and evaluated through a director search process overseen by the nominating and corporate governance committee. • David M. Tehle, who joined the Board in 2017, will not stand for reelection at the Annual Meeting and will be departing as a director immediately following the Annual Meeting. The Board thanks Mr. Tehle for his years of service and commitment to the Company and its stockholders. He has made meaningful contributions to the Board throughout his tenure, including as chair of the audit committee. Mr. Tehle’s departure is in no way due to any disagreement with the Company, nor is it the result of a removal “for cause.” As a result, the size of the Board will be reduced from nine to eight. Following the Annual Meeting, it is expected that the Company will have no open director seats.

  6. Biographical Information

    Biographical Information The following pages set forth biographical information, including a description of their principal occupation, business experience, and the primary qualifications, attributes, and skills (represented by the icons below) that the nominating and corporate governance committee considered in recommending them as director nominees, as well as the Board committees on which each director nominee will serve as of the Annual Meeting.

  7. Biographical Information

    | Director since: 2014 Age: 59 Independent Committees: Compensation Committee Nominating and Corporate Governance Committee | D. Randolph Peeler Board Chair Mr. Peeler has served as the Chair of our Board of Directors since 2020. Mr. Peeler is a Senior Advisor at Berkshire Partners LLC (“Berkshire”), a private equity firm. Mr. Peeler joined Berkshire in 1996 and became a Managing Director in 2000. Mr. Peeler brings to our Board of Directors acquisition and capital market transactions knowledge from years of experience in the private equity industry, along with board experience from serving as a director of several of Berkshire’s current or former portfolio companies, industry experience in the optical/healthcare and retail industries, senior leadership experience, financial/accounting experience, human capital experience and public company board and risk oversight experience. Prior Experience • Co-founded a privately-owned healthcare services company • Special Assistant for the Assistant Secretary for Economic Policy in the U.S. Department of the Treasury • Consultant with Cannon Associates and Bain & Co. Other Directorships • DVx Ventures, a venture studio with a unique approach to building companies from concept to scale (private) • CPK Media, LLC d/b/a Christopher Kimball’s Milk Street Kitchen, a multi-channel food media company (private) |

  8. Biographical Information

    | Director since: 2014 Age: 63 | L. Reade Fahs Mr. Fahs has served as the Chief Executive Officer of the Company since 2014. Prior to our initial public offering, Mr. Fahs served as the President and Chief Executive officer of National Vision, Inc. (“NVI”) beginning in 2003, having joined NVI in 2002 as President and Chief Operating Officer. Mr. Fahs brings a unique perspective to our Board as our CEO and with his extensive knowledge of the Company, its operations, and business, along with senior leadership, public company board and risk oversight experience, in additional to his optical and retail industry knowledge, marketing and human capital experience. Prior Experience • Chief Executive Officer of First Tuesday, a professional networking forum for established technology entrepreneurs and companies (1999-2001) • Managing Director of Vision Express U.K., a leading optical retailer (1997-1999) • Various positions at LensCrafters, a leading eyewear retailer (1986-1996) Other Directorships • Board Observer and Roving Ambassador (February 2024-present) and Chairman (2006-2024) of VisionSpring, a social enterprise that works to ensure affordable access to eyewear • Restoring Vision, a nonprofit organization committed to ending the global vision crisis • PetVet Care Centers, a network of locally owned general practice, specialty, emergency and equine veterinary hospitals (private) |

  9. Biographical Information

    | Director since: 2021 Age: 65 Independent Committees: Nominating and Corporate Governance Committee | Jose Armario Mr. Armario has served as the Chief Executive Officer and President and a member of the board of directors of Bojangles’, Inc. (“Bojangles”), a restaurant operator and franchisor, since 2019. Mr. Armario brings to our Board senior leadership, public company board, financial and accounting, risk oversight and retail industry experience from his role as Chief Executive Officer of Bojangles, prior executive positions and board work, along with optical and healthcare industry, marketing, ESG and sustainability, and human capital management experience. Prior Experience • Founder and Chief Executive Officer of consulting firms Armario Enterprises, LLC and PowerC,LLC, (2016-2019) • Corporate Executive Vice President, Supply Chain, Development and Franchising of McDonald’s Corporation (2011-2015) • Various leadership positions at McDonald’s Corporation (1996-2011) Other Directorships • Bojangles, Inc. (private) • Golden State Foods, a global food services and logistics company specializing in quick-service restaurants (private) |

  10. Biographical Information

    | Director since: 2018 Age: 66 Independent Committees: Nominating and Corporate Governance Committee (Chair) Audit Committee | Virginia A. Hepner Ms. Hepner most recently served as the President and Chief Executive Officer, and is a Life Trustee, of The Woodruff Arts Center in Atlanta, Georgia, from 2012 to 2017. Ms. Hepner brings to our Board senior leadership experience, public company board knowledge and risk oversight experience from her time as CEO of The Woodruff Arts Center and other board positions, government/regulatory experience and ESG/sustainability and human capital experience, along with over 25 years of financial and accounting experience. Prior Experience • Investor in GHL, Inc., a real estate partnership for commercial properties in metro Atlanta (2005-2022) • Strategic Advisor at DMI Music & Media Solutions, a full-service entertainment and music company (2011-2019) • Executive Vice President and various other leadership positions at Wachovia Bank and its predecessors (1979-2005) Other Directorships • Oxford Industries, a leader in the apparel industry (public) • Cadence Bancorporation, a commercial banking company (public) (audit committee chair) • State Bank & Trust Company, now a division of Cadence Bank (2010-2019) |

  11. Biographical Information

    | Director since: 2020 Age: 58 Independent Committees: Audit Committee | Susan Somersille Johnson Ms. Johnson most recently served as the Chief Marketing Officer for Prudential Financial, Inc., a provider of financial products and services, from 2020 to 2024. Ms. Johnson brings to our Board of Directors extensive marketing and digital communication, retail, ESG and sustainability, and financial and accounting experience, along with senior leadership, public company board and risk oversight experience. Prior Experience • Executive Vice President and Chief Marketing Officer of Truist Financial, a bank holding company, a full-service entertainment and music company (2014-2020) • Vice President, Global Marketing, of NCR Corporation, a software, consulting and technology company (2012-2014) • Global Head of Customer Marketing; Head of Software Marketing Programs, of Nokia Corporation, a telecommunications company (2007-2012) Other Directorships • Constellation Brands, a leading international producer and marketer of beer, wine, and spirits (public) (2017-2024) |

  12. Biographical Information

    | Director since: 2020 Age: 65 Independent Committees: Audit Committee Compensation Committee | Naomi Kelman Ms. Kelman most recently served as President and Chief Executive Officer of Willow Innovations, Inc., a revolutionary women’s health company, from 2014 to 2019. Ms. Kelman brings to our Board of Directors extensive knowledge of the healthcare industry and senior leadership, marketing and digital communication, government/regulatory and human capital knowledge from her time as CEO of Willow and prior leadership roles in the optical and healthcare industries. Prior Experience • Global Division Head of Novartis OTC, a division of Novartis, a healthcare company (2011-2012) • Various executive roles at Johnson & Johnson, a focused healthcare company (2000-2011) • President, Lifescan North America, One Touch diabetes business (2009-2011) • President, Vistakon Americas (Acuvue Contact Lenses), a division of Johnson & Johnson Vision Care (2004-2009) Other Directorships • Mirvie, a biotechnology company (private) • Brilliant Home Technology, Inc., a smart home technology company (private) • Blue River PetCare (Chair), a leading operator of veterinary hospitals (private) |

  13. Biographical Information

    | Director since: 2024 Age: 60 Independent Committees: Audit Committee | Susan O’Farrell Ms. O’Farrell most recently served as Chief Financial Officer, Principal Accounting Officer and Treasurer at BlueLinx Holdings, Inc., a wholesale distributor of building and industrial products from 2014 to 2020. Ms. O’Farrell brings to the Board a wealth of financial and operational experience encompassing IT, procurement, supply chain and logistics in growth and transformational environments and is qualified financial expert and a holder of the CERT Certificate in Cybersecurity Oversight from Carnegie Mellon. Ms. O’Farrell was identified and evaluated through a director search process overseen by the nominating and corporate governance committee. Prior Experience • Senior financial executive in various roles at The Home Depot, a leading home improvement omni-channel retailer (1999-2014) • Director of Southern Company Gas, formerly AGL Resources, an American Fortune 500 energy services holding company (1996-1999) Other Directorships • Savers Value Village, Inc., the largest for-profit thrift operator in the U.S. and Canada (public) • Leslie’s Inc., a specialty retailer of pool supplies (public) (audit committee chair) |

  14. Biographical Information

    | Director since: 2018 Age: 58 Independent Committees: Compensation Committee (Chair) | Thomas V. Taylor, Jr. Mr. Taylor has served as Chief Executive Officer, and a member of the board of directors, of Floor & Decor Holdings, Inc. (“Floor & Decor”), a specialty retailer of hard surface flooring and related products, since 2012. Mr. Taylor brings to our Board of Directors experience as a senior leader and public company board member, in addition to risk oversight and retail industry knowledge, from his experience as CEO and a director of Floor & Decor, along with financial and accounting, marketing and human capital experience. Prior Experience • Managing Director at Sun Capital Partners, a private equity firm (2006-2012) • Executive Vice President of Operations, Executive Vice President of Merchandising and Marketing, and various other manager, district manager, vice president, president, and senior vice president roles, at The Home Depot, a leading home improvement omni-channel retailer (1983-2006) Other Directorships • Floor & Decor Holdings, Inc. (public) • Cooper’s Hawk, a differentiated wine club and restaurant concept (private) |

  15. Diversity, Qualifications, Skills and Experiences of our Directors

    Diversity, Qualifications, Skills and Experiences of our Directors The nominating and corporate governance committee weighs the characteristics, experience, independence and skills of potential candidates for election to the Board and recommends nominees for director to the Board for election by our stockholders in accordance with our Corporate Governance Guidelines. The application of these factors involves the exercise of judgment. The committee does not have a standard set of fixed qualifications applicable to all director candidates but at a minimum assesses each candidate’s integrity, accountability, skills, experience, independence, other outside commitments and ability to work collegially with the other members of the Board. While the Board does not have a formal diversity policy, the Board considers and appreciates the value that a diversity of viewpoints, background and experiences (including age, sex, gender identity, sexual orientation, race and ethnicity) brings to the boardroom, it does not have a formal diversity policy. The Board regularly evaluates the experience, qualifications, attributes or skills, taken as a whole, of our current directors and nominees, to ensure that our Board is able satisfy its oversight responsibilities effectively in light of our business and structure. As part of this evaluation, the Board considers areas where additional expertise or skills may be needed. In recommending the director nominees listed in this proxy statement, the Board focused primarily on each person’s background and experience as reflected in the information discussed in the individual biographies set forth above. We believe that our director nominees provide an appropriate mix of experience and skills relevant to the size and nature of our business and are representative of diverse backgrounds. The following highlights some of the important characteristics, key qualifications, attributes or skills of our current directors that allow our Board to provide effective oversight of our business operations and strategy.

  16. Self-Identified Background

    Self-Identified Background Below is our Nasdaq Board Diversity Matrix for the fiscal year ended December 30, 2023, which sets forth certain self-identified personal demographic characteristics of our current directors. Last year’s Board Diversity Matrix is available in our 2023 proxy statement filed with the Securities and Exchange Commission (the “SEC”) on April 26, 2023.

  17. Self-Identified Background

    | Board Diversity Matrix (As of April 25, 2024) | | | | Total Number of Directors | 9 | | | | Female | Male | | Part I: Gender Identity | | | | Directors | 4 | 5 | | Part II: Demographic Background | | | | African American or Black | 1 | 0 | | Hispanic or Latinx | 0 | 1 | | White | 3 | 4 |

  18. Identifying Director Nominees

    Identifying Director Nominees The nominating and corporate governance committee may identify, recommend and assist in recruiting candidates for election to the Board of Directors on its own, or by considering recommendations from stockholders, officers and employees of the Company and other sources that the committee deems appropriate. The nominating and corporate governance committee may also retain a third-party search firm to assist in the identification of possible candidates for election to the Board.

  19. Director Compensation

    Director Compensation Our director compensation program is designed to attract qualified, independent directors and align with our overall compensation philosophy. The compensation committee, with assistance from its independent compensation consultant, reviews our director compensation program regularly to ensure the program is structured consistent with best practices and current trends. As part of this review, the director compensation program is benchmarked against the same compensation peer group used for executive compensation benchmarking. Our employee directors do not receive payment for their service on the Board in addition to their regular employee compensation. The committee did not recommend, and the board did not make, any changes to the director compensation program in 2023.

  20. Elements of Director Compensation

    Elements of Director Compensation In 2023, our director compensation program consisted of the following:

  21. Elements of Director Compensation

    | Annual Cash Retainer • Annual cash retainer paid quarterly, in arrears. • Non-employee directors are given the option to elect, prior to the end of the calendar year immediately preceding the calendar year in which such cash retainer fees would otherwise be paid, to receive all or any portion of their annual cash retainer in equity, in the form of restricted stock units, which vest in full on the first anniversary of the grant date, subject to continued service through the vesting date. | $80,000 | | Annual Equity Grant | $140,000 | | Annual equity grant in the form of restricted stock units, which vest on the first anniversary of the grant date, subject to continued service through the applicable vesting date. | | | Additional Compensation for Committee Chairs | | | Committee chairs receive an additional annual cash retainer paid quarterly, in arrears. | | | Audit Committee | $22,500 | | Compensation Committee | $18,750 | | Nominating and Corporate Governance Committee | $15,000 |

  22. Elements of Director Compensation

    Our directors are not paid any fees for attending meetings. However, our directors are reimbursed for reasonable travel and related expenses associated with attendance at Board or committee meetings.

  23. 2023 Director Compensation

    2023 Director Compensation The following table reflects all cash compensation paid and the aggregate market value of stock awards granted to our non-employee directors for service in fiscal 2023:

  24. 2023 Director Compensation

    | Name | Fees earned or paid in cash(1)(2) ($) | Stock awards(3) ($) | All other compensation ($) | Total ($) | | D. Randolph Peeler(1) | 80,000 | — | — | 80,000 | | Jose Armario | 80,000 | 140,008 | — | 220,008 | | Heather Cianfrocco | 80,000 | 140,008 | — | 220,008 | | Virginia A. Hepner | 95,000 | 140,008 | — | 235,008 | | Susan S. Johnson | 80,000 | 140,008 | — | 220,008 | | Naomi Kelman | 80,000 | 140,008 | — | 220,008 | | Susan O’Farrell(4) | — | — | — | — | | Thomas V. Taylor, Jr. | 98,750 | 140,008 | — | 238,758 | | David M. Tehle | 102,500 | 140,008 | — | 242,508 |

  25. 2023 Director Compensation

    (1) At the request of Mr. Peeler, the compensation committee approved in February 2023 a program in which (i) in lieu of paying any cash retainer earned for Board or committee service directly to Mr. Peeler, the Company will instead make a quarterly donation of such retainer in Mr. Peeler’s name to our foundation or another charity of its choosing, and (ii) Mr. Peeler will not receive the restricted stock unit award to which non-employee directors are entitled under the director compensation program. (2) Includes all annual retainer fees earned by the directors in 2023. Mr. Peeler donated his cash retainer to 20/20 Quest, a Company-sponsored charitable foundation. Mr. Armario, Ms. Johnson, Ms. Kelman, and Mr. Taylor elected to receive 100% of their cash retainer in equity and Ms. Cianfrocco elected to receive 66% of her cash retainer in equity, resulting in a grant of restricted stock units on June 14, 2023, as follows: Mr. Armario (3,059), Ms. Cianfrocco (2,019), Ms. Johnson (3,059), Ms. Kelman (3,059), and Mr. Taylor (3,775). The grant date fair value of these awards, calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation (“ASC Topic 718”) is as follows: Mr. Armario—$80,023, Ms. Cianfrocco—$52,817, Ms. Johnson— $80,023, Ms. Kelman—$80,023, and Mr. Taylor—$98,754. Information about the assumptions used to value these awards is set forth in our Annual Report on Form 10-K in Note 6 to our Consolidated Financial Statements for the year ended December 30, 2023. (3) On June 14, 2023, we granted each of our non-employee directors such number of restricted stock units determined by dividing $140,000 by $26.16, the closing price of our common stock on June 14, 2023, the date of grant, rounded up to the next whole restricted stock unit. Accordingly, each director received 5,352 restricted stock units. Amounts in this column reflect the grant date fair value of these awards calculated in accordance with ASC Topic 718 on June 14, 2023, the date of the grant. Information about the assumptions used to value these awards is set forth in our Annual Report on Form 10-K in Note 6 to our Consolidated Financial Statements for the year ended December 30, 2023. As of December 30, 2023, the non-employee directors listed held the following number of unvested restricted units: Mr. Armario (8,410), Ms. Cianfrocco (0), Ms. Hepner (5,352), Ms. Johnson (8,410), Ms. Kelman (8,410), Ms. O’Farrell (0), Mr. Taylor (9,127) and Mr. Tehle (5,352). (4) Ms. O’Farrell joined our Board in February 2024 and did not receive compensation in 2023.

  26. Key Features of our Compensation Program

    | What We Do: | What We Don’t Do: | | ✓ Pay for performance, with high percentages of performance-based and long-term equity compensation ✓ Grant performance stock units that vest based on the achievement of performance goals over a three-year performance period ✓ Award annual cash incentives based on performance against predefined performance metrics ✓ Maintain robust stock ownership guidelines for our NEOs and directors • Chief Executive Officer—6x annual base salary • Other NEOs—3x annual base salary • Directors—5x annual cash retainer ✓ Review our compensation programs and strategy annually with robust Board and committee oversight ✓ Hold an annual Say-on-Pay vote supported by a strong stockholder engagement strategy ✓ Require “Double-Trigger” vesting for change in control provisions ✓ Maintain an incentive compensation recovery (“clawback”) policy ✓ Retain an independent compensation consultant | ✗ No excise tax gross-ups ✗ No hedging of the Company’s stock by NEOs or directors ✗ No supplemental executive retirement plans ✗ No option repricing without stockholder approval ✗ No significant perquisites for executive officers |

  27. Compensation Objectives

    Compensation Objectives Our executive compensation program supports the following objectives: • Motivate executives to meet or exceed performance goals. A significant portion of each NEO’s total compensation is directly tied to the achievement of the Company’s overall financial and strategic goals. • Attract and retain talented executives. The Company seeks to provide overall levels of compensation that are market-competitive to attract, retain and motivate highly qualified executives to continue to enhance long-term equity value. • Link the financial interests of executives and stockholders. In order to foster a strong relationship between stockholder value and executive compensation, a significant portion of executive compensation is composed of long-term equity incentive awards. Additionally, 50% of the long-term incentive awards granted to our NEOs is in the form of performance stock units directly tied to the Company’s financial performance.

  28. Key Elements of 2023 Compensation

    | | Compensation Elements | Purpose | Characteristics | 2023 Actions and Results | | Fixed Pay | Base Salary | Provide a competitive level of fixed pay to attract and retain talented and experienced executives | • Based on individual role, skill set, market data, and internal pay equity • Base salaries are reviewed at least annually may be increased from time to time | • In 2023, we did not increase the base salary of our CEO • We increased the base salaries of our other NEOs as further described under “Base Salaries” below | | At-Risk Pay | Annual Cash Incentive Awards (“STIP” Awards) | Incentivize management to achieve our short-term strategic and financial objectives consistent with our long-term goals | • Based on annual, quantitative financial performance objectives established by the compensation committee • STIP awards pay out between 0% and 200% of target based on Company performance against a corporate performance metric • In 2023, the compensation committee set Annual Incentive Adjusted Operating Income (“STIP AOI”) as the corporate performance metric for STIP awards | Based on STIP AOI performance of $95.8 million, the STIP funded at 157.89% of target | | | Long-Term Incentive Awards (“LTIP” Awards) | Align the interests of our executives and stockholders | | | | | 50% Restricted Stock Units (“RSUs”) | Facilitate stock ownership and retain talented executives | • RSUs vest in three equal annual installments | | | | 50% Performance Stock Units (“PSUs”) | Reward long-term performance | • Three-year performance period • Vest between 0% and 200% based on Company performance against qualitative performance objectives established by the compensation committee • PSUs granted in 2023 will vest based on: — Adjusted Operating Income (“AOI”)—75% weighting — Return on Invested Capital (“ROIC”)—25% weighting | In February 2024, the compensation committee certified the level of achievement for the PSUs granted in 2021, resulting in vesting at approximately, 67% of target based on three-year AOI and ROIC performance |

  29. Pay for Performance Philosophy

    Pay for Performance Philosophy Our executive compensation program reflects our commitment to pay for performance and long-term stockholder value creation by tying the majority of compensation for executives to performance-based metrics aligned to our growth strategy. Our program emphasizes at-risk, performance-based compensation in the form of annual cash incentive awards and long-term incentive awards comprised of 50% restricted stock units and 50% performance stock units. The chart below shows the 2023 target total direct compensation for our CEO, Mr. Fahs, and the average 2023 target total direct compensation for all other NEOs.

  30. Role of the Compensation Consultant

    Role of the Compensation Consultant In 2023, the compensation committee engaged Meridian Compensation Partners, LLC (“Meridian”) to assist the committee regarding various executive compensation matters. Meridian assisted the compensation committee in reviewing the effectiveness and competitiveness of the Company’s executive compensation program, including an annual risk assessment of the program, and made recommendations consistent with the Company’s compensation philosophy, market trends, legal and regulatory considerations, and the Company’s overall business strategy. Meridian also provided the Company with market data as one point of consideration in making recommendations regarding executive compensation. The compensation committee reviewed Meridian’s independence procedures, along with the factors specified in the Nasdaq listing rules, and determined that Meridian was able to provide independent advice to the compensation committee without giving rise to any conflict of interest.

  31. Peer Group

    Peer Group In setting the compensation of our executive officers, the compensation committee considers, among other factors, the compensation of similarly situated executives at companies in our peer group, including by reviewing publicly available proxy information and survey data of the peer companies listed below. The compensation committee did not target a specific percentile with respect to the peer group in determining our executives’ total compensation, nor did it establish a prescribed compensation mix. The compensation committee reviewed the peer group in September 2022 and removed The Container Store, and also added Acadia Healthcare Company and Cano Health, to the peer group for fiscal year 2023. The peer group that the compensation committee considered in setting 2023 compensation is set forth below:

  32. Peer Group

    | Align Technology, Inc. Caleres, Inc. Columbia Sportswear Co. Dentsply Sirona Inc. Five Below, Inc. Floor & Decor Holdings, Inc. ICU Medical, Inc. Acadia Healthcare Company | Merit Medical Systems, Inc. Ollie’s Bargain Outlet Holdings, Inc. Oxford Industries, Inc. Surgery Partners Inc. Cano Health The Cooper Companies, Inc. West Pharmaceutical Services, Inc. |

  33. Peer Group

    We believe our peer group reflects a mix of companies in various industries that together appropriately represent the retail and health care aspects of our business and scope of operations, and are of a similar size as measured by annual revenue, market capitalization and number of employees. In December 2023, the compensation committee reviewed the peer group and removed Floor & Decor Holdings, Inc. and added Fossil Group, Inc., Embecta Corp., Tandem Diabetes Care, Inc., and Warby Parker Inc. for fiscal year 2024.

  34. Compensation Elements

    Compensation Elements Our executive compensation program has three main components: (1) base salary; (2) annual cash incentive compensation (STIP); and (3) long-term incentive awards (LTIP). Each component is designed to be consistent with the Company’s compensation philosophy and, when taken together, are intended to achieve the compensation committee’s principal compensation objectives. When making decisions about each component of compensation for an executive officer, the impact on the value of target total direct compensation for the individual is considered. Additionally, when making current compensation decisions, the compensation committee does not consider existing equity ownership or realized compensation from prior equity awards because we do not want to discourage executive officers from holding significant amounts of our common stock and believe that if the value of equity awards granted in prior years increases significantly in future years, this positive development should not impact current compensation decisions.

  35. Base Salary

    Base Salary We believe it is important to provide a competitive level of fixed pay to attract and retain talented and experienced executives capable of driving the Company’s business strategy. In determining the amount of base salary that each NEO receives, we look to the executive’s current compensation, time in position, any change in the executive’s position or responsibilities, including complexity and scope, and the compensation of similarly situated executives, both within the Company and at the companies in our peer group. Base salaries are reviewed at least annually and may be increased from time to time. In February 2023, the compensation committee approved adjustments to the base salaries of Ms. Rasmussen and Messrs. Moore, Brandman, and Clark to reflect the scope of each of their responsibilities in line with the growth of the Company and to align their base salaries to executive officers at peer group companies with a similar scope of responsibility. These increases took effect in July 2023. The compensation committee did not increase Mr. Fahs’ base salary for 2023.

  36. Annual Cash Incentive Awards

    Annual Cash Incentive Awards In fiscal year 2023, our executives were eligible for awards under our Short Term Incentive Plan (“STIP”), which is our annual cash incentive program. The primary purpose of the STIP is to incentivize management to achieve our short-term strategic and financial objectives consistent with our long-term goals. We believe that tying annual incentive compensation for our NEOs to the achievement of our annual financial and strategic growth objectives encourages collaboration across the executive leadership team. In February 2023, the compensation committee approved the 2023 STIP design. STIP award payouts for 2023 were calculated as follows: For our NEOs, the compensation committee approved Annual Incentive Adjusted Operating Income (“STIP AOI”) as the corporate performance metric for determining STIP awards. The committee selected STIP AOI because Adjusted Operating Income is a key performance indicator that the Company considers when evaluating Company performance as a whole. The committee set performance goals for STIP AOI that it believed would be challenging but achievable under the then-current economic assumptions and conditions. A discussion of how STIP AOI is calculated from GAAP revenue is provided in Appendix A to this proxy statement. The performance objectives approved by the compensation committee and actual results for 2023 were as follows:

  37. Annual Cash Incentive Awards

    | ($ in thousands) | STIP AOI | Achievement Factor(1) | | Maximum | $111.5 | 200% | | Target | $74.3 | 100% | | Threshold(2) | $70.6 | 50% | | Actual | $95.8 | 157.89% |

  38. Annual Cash Incentive Awards

    (1) Payouts were capped at 200% of target opportunity and achievement factor percentages between outcomes were interpolated on a straight-line basis. (2) Threshold performance was required to fund the STIP. Each NEO’s target opportunity and actual 2023 STIP award, each as approved by the compensation committee is set forth in the table below.

  39. Annual Cash Incentive Awards

    | Named Executive Officer | 2023 Base Salary(1) ($) | Target Opportunity(2) (%) | Corporate Performance Earnout (%) | Achievement Factor(2) (%) | 2023 STIP Award ($) | | L. Reade Fahs | $1,000,000 | 100% | 157.89% | 157.89% | $1,578,900 | | Melissa Rasmussen | $412,000 | 60% | 157.89% | 94.73% | $390,304 | | Patrick R. Moore | $618,000 | 75% | 157.89% | 118.42% | $731,820 | | Jared Brandman | $450,000 | 60% | 157.89% | 94.73% | $426,303 | | Bill Clark | $401,700 | 60% | 157.89% | 94.73% | $380,546 |

  40. Annual Cash Incentive Awards

    (1) Base salary as of July 2, 2023. (2) Expressed as a percentage of base salary.

  41. Long-Term Incentive Awards

    Long-Term Incentive Awards Long-term incentive awards are granted under our 2017 Omnibus Incentive Plan (the “2017 Omnibus Plan”). We believe granting equity-based, long-term incentive awards strengthens the commitment of our executives to the Company’s long-term success and aligns their interests with those of our stockholders. We refer to these awards as “LTIP” awards. 2023 LTIP Awards In February 2023, as part of our annual compensation cycle, the compensation committee granted equity awards to our NEOs in the form of restricted stock units (“RSUs”) and performance stock units (“PSUs”), each representing 50% of the total target value of the 2023 LTIP awards for each NEO. This equity mix is consistent with our objective of emphasizing performance-based compensation and aligning the economic interests of our executive officers with those of our stockholders. The RSUs vest in equal installments on the first three anniversaries of the grant date, subject to continued employment on the vesting date. The PSUs may be earned based on our achievement measured against specified performance metrics over a three-year period as further described below under “Performance Stock Units.” The following table reflects the target grant value approved by the compensation committee and the number of RSUs and PSUs granted to each NEO in 2023.

  42. Long-Term Incentive Awards

    | Named Executive Officer | Target Grant Value ($) | Performance Stock Units (#) | Restricted Stock Units (#) | | L. Reade Fahs | $6,000,000 | 134,469 | 134,469 | | Melissa Rasmussen | $875,000 | 19,611 | 19,611 | | Patrick R. Moore | $1,500,000 | 33,618 | 33,618 | | Jared Brandman | $850,000 | 19,050 | 19,050 | | Bill Clark | $850,000 | 19,050 | 19,050 |

  43. Long-Term Incentive Awards

    Performance Stock Units The PSUs granted in 2023 have a three-year performance period beginning on the first day of the 2023 fiscal year and ending on the last day of the fiscal year in 2025. PSU awards may be earned based on achievement of two performance metrics. The payout opportunity is 0% to 200% of the target number of PSUs granted.

  44. Performance Metrics and Weighting

    Performance Metrics and Weighting

  45. Performance Metrics and Weighting

    | Performance Metric | Weighting | | Adjusted Operating Income | 75% | | Return on Invested Capital | 25% |

  46. Performance Metrics and Weighting

    Each of these performance metrics is measured separately for each fiscal year in the three-year performance period, and the compensation committee determines separate performance multipliers with respect to each metric for each such fiscal year. The average performance multiplier, calculated by taking the numeric average of the performance multipliers earned with respect to each fiscal year in the three-year performance period, will be used to calculate the number of units earned based on each metric. The goals for each of these performance metrics were set by the compensation committee at the time of grant, with the performance conditions for the second and third years being based on achievement of goals relating to growth in AOI and ROIC. For each metric, the compensation committee believes that the goals set are appropriately challenging, yet reasonably attainable. Actual performance goals are not being disclosed before the end of the performance period because we believe such disclosure would be competitively harmful.

  47. Vesting and Payout of 2021 PSU Awards

    Vesting and Payout of 2021 PSU Awards The PSUs granted in 2021, with a three-year performance period ended on December 30, 2023, vested and were payable in March 2024. The compensation committee certified the level of achievement for the 2021 PSUs based on the Company’s achievement over the three-year performance period of Adjusted Operating Income and ROIC as set forth below.

  48. Vesting and Payout of 2021 PSU Awards

    | | 2021 | | 2022 | | 2023 | | Three- year Average | | ($ in millions) | Actual | Performance Multiplier | Actual | Performance Multiplier | Actual | Performance Multiplier | | | Adjusted Operating Income (75% Weighting) | $205.5 | 200% | $96.5 | 0% | $77.0 | 0% | 66.67% | | ROIC (25% Weighting) | 23.7% | 200% | 15.6% | 0% | 13.2% | 0% | 66.67% | | Payout Level | | | | | | | 66.67% |

  49. Vesting and Payout of 2021 PSU Awards

    Upon vesting based on a level of achievement over the three-year performance period of 66.67% of the target award level, and subject to required tax withholding, our NEOs received shares of our common stock as follows:

  50. Vesting and Payout of 2021 PSU Awards

    | Named Executive Officer | Shares Vested | | L. Reade Fahs | 20,078 | | Melissa Rasmussen | 1,279 | | Patrick R. Moore | 5,111 | | Jared Brandman | 2,556 | | Bill Clark | 2,556 |

  51. Severance Benefits

    Severance Benefits The Company provides severance protections to our NEOs under the National Vision Holdings, Inc. Executive Severance Plan (the “Executive Severance Plan”) in order to offer competitive total compensation packages and to be competitive in the Company’s executive attraction and retention efforts. The Executive Severance Plan provides for severance payments and benefits to our NEOs, upon a termination of employment by the Company without cause or by the executive for good reason (each as defined in the Executive Severance Plan), in each case, subject to (i) the executive’s execution and non-revocation of a release of claims in favor of the Company and (ii) the executive’s continued compliance with the covenants in the executive’s agreements with the Company pertaining to confidentiality, non-interference and invention assignment. The payments to which each NEO may be entitled under the Executive Severance Plan are further described under “Potential Payments upon Termination or Change in Control.”

  52. Summary Compensation Table

    Summary Compensation Table The following table presents summary information about the total compensation earned by or paid to our NEOs for the fiscal years ended December 30, 2023, December 31, 2022, and January 1, 2022.

  53. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards(1)(2) ($) | Option Awards(3) ($) | Non-Equity Incentive Plan Compensation(4) ($) | All Other Compensation(5) ($) | Total ($) | | L. Reade Fahs Chief Executive Officer | 2023 | 1,000,000 | — | 6,000,007 | — | 1,578,900 | 38,531 | 8,617,438 | | | 2022 | 991,196 | — | 3,250,006 | — | — | 32,100 | 4,273,302 | | | 2021 | 975,386 | — | 2,062,508 | 687,505 | 1,967,300 | 35,791 | 5,728,490 | | Melissa Rasmussen(6) Senior Vice President, Chief Financial Officer | 2023 | 405,539 | — | 875,043 | — | 390,304 | 7,274 | 1,678,160 | | Patrick R. Moore Senior Vice President, Chief Operating Officer | 2023 | 608,308 | — | 1,500,035 | — | 731,820 | 9,808 | 2,849,971 | | | 2022 | 623,885 | — | 1,000,067 | — | — | 6,219 | 1,630,171 | | | 2021 | 510,673 | — | 525,044 | 175,020 | 669,500 | 11,437 | 1,891,674 | | Jared Brandman Senior Vice President, General Counsel and Secretary | 2023 | 423,077 | — | 850,011 | — | 426,303 | 5,417 | 1,704,808 | | | 2022 | 391,923 | — | 475,030 | — | — | 10,291 | 877,244 | | | 2021 | 374,904 | — | 262,545 | 87,522 | 385,000 | 11,724 | 1,121,695 | | Bill Clark Senior Vice President, Chief People Officer | 2023 | 395,400 | — | 850,011 | — | 380,546 | 7,367 | 1,633,324 | | | 2022 | 374,115 | — | 475,030 | — | — | 8,256 | 857,401 | | | 2021 | 357,471 | — | 262,545 | 87,522 | 360,500 | 8,522 | 1,076,560 |

  54. Summary Compensation Table

    (1) Reflects the aggregate grant date fair value of the stock awards granted in the applicable year, computed in accordance with FASB ASC Topic 718. Awards with performance conditions are computed based on the probable outcome of the performance condition as of the grant date for the award. Information about the assumptions used to value these awards is set forth in our Annual Report on Form 10-K in Note 6 to our Consolidated Financial Statements for the year ended December 30, 2023. (2) For 2023, amounts reflect the aggregate grant date fair value of performance stock units granted to Mr. Fahs ($3,000,003), Ms. Rasmussen ($437,521), Mr. Moore ($750,018), Mr. Brandman ($425,006) and Mr. Clark ($425,006) in 2023 at the target award level and restricted stock units. With respect to performance stock units, the value realized by each of them at the end of the three-year performance period will depend on the company’s achievement of Adjusted Operating Income and Return on Invested Capital over the performance period and will range from 0% to 200%. If the highest level of performance conditions is met, the grant date fair value of these awards would be as follows: Mr. Fahs ($6,000,007), Ms. Rasmussen ($875,043), Mr. Moore ($1,500,035), Mr. Brandman ($850,011) and Mr. Clark ($850,011). (3) Reflects the aggregate grant date fair value for the option awards granted in the applicable year, computed in accordance with FASB ASC Topic 718. The assumptions used to value these awards can be found in Note 6 “Stock Incentive Plans” in our 2023 Form 10-K. The amounts reported for these awards may not represent the amounts that the individuals will actually receive. The amounts received, if any, ultimately will depend on the change in our stock price over time. (4) These cash incentive payments were earned for the year listed and paid in the following year. (5) All Other Compensation for 2023 included:

  55. Summary Compensation Table

    | Named Executive Officer | Employer 401(k) Matching Contributions(a) ($) | Life Insurance Premiums(b) ($) | Disability and AD&D Insurance Premiums(c) ($) | Other(d) ($) | Total ($) | | L. Reade Fahs | 15,000 | 480 | 920 | 22,131 | 38,531 | | Melissa Rasmussen | 5,608 | 480 | 920 | 266 | 7,274 | | Patrick R. Moore | 4,500 | 480 | 920 | 3,908 | 9,808 | | Jared Brandman | 3,751 | 480 | 920 | 266 | 5,417 | | Bill Clark | 5,701 | 480 | 920 | 266 | 7,367 |

  56. Summary Compensation Table

    (a) Our 401(k) Plan provides for a 50% matching contribution on the first 3% of participants’ pre-tax contributions up to IRS limits. (b) Each of our NEOs is entitled to basic life insurance coverage of up to the lesser of two times base salary or $500,000. Each of our NEOs is entitled to supplemental long-term disability and accidental death insurance coverage. The total benefit maximum of both the basic and supplemental disability insurance coverage is $10,000 per month, and the maximum accidental death benefit is up to the lesser of two times base salary or $500,000. (d) Reflects $4,765 for YPO membership, $17,100 for the cost of tax accounting services, and amounts below $500 for associate eyewear coupon and financial wellness program for Mr. Fahs; $3,641 for an Executive Physical and amounts below $500 for associate eyewear coupon, and financial wellness program for Mr. Moore, and amounts below $500 for associate eyewear coupon and financial wellness program for each of Ms. Rasmussen and Messrs. Brandman, and Clark. (6) Compensation for Ms. Rasmussen is provided only for 2023 because she was not an NEO for 2022 or 2021.

  57. Grants of Plan-Based Awards in 2023

    Grants of Plan-Based Awards in 2023 The following table sets forth information about the non-equity incentive awards and equity-based awards granted to our NEOs in the fiscal year ended December 30, 2023.

  58. Grants of Plan-Based Awards in 2023

    | Named Executive Officer | Grant Date | Approval Date(1) | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(2) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(3)(4) | | | All Other Stock Awards: Number of Shares or Stock or Units(5) (#) | Grant Date Fair Value of Stock and Option Awards(6) ($) | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | L. Reade Fahs | | | 500,000 | 1,000,000 | 2,000,000 | | | | | | | | 3/3/2023 | 2/13/2023 | | | | 67,235 | 134,469 | 268,938 | | 3,000,003 | | | 3/3/2023 | 2/13/2023 | | | | | | | 134,469 | 3,000,003 | | Melissa Rasmussen | | | 123,600 | 247,200 | 494,400 | | | | | | | | 3/3/2023 | 2/13/2023 | | | | 9,806 | 19,611 | 39,222 | | 437,521 | | | 3/3/2023 | 2/13/2023 | | | | | | | 19,611 | 437,521 | | Patrick R. Moore | | | 231,750 | 463,500 | 927,000 | | | | | | | | 3/3/2023 | 2/13/2023 | | | | 16,809 | 33,618 | 67,236 | 33,618 | 750,018 | | | 3/3/2023 | 2/13/2023 | | | | | | | | 750,018 | | Jared Brandman | | | 135,000 | 270,000 | 540,000 | | | | | | | | 3/3/2023 | 2/13/2023 | | | | 9,525 | 19,050 | 38,100 | | 425,006 | | | 3/3/2023 | 2/13/2023 | | | | | | | 19,050 | 425,006 | | Bill Clark | | | 120,510 | 241,020 | 482,040 | | | | | | | | 3/3/2023 | 2/13/2023 | | | | 9,525 | 19,050 | 38,100 | | 425,006 | | | 3/3/2023 | 2/13/2023 | | | | | | | 19,050 | 425,006 |

  59. Grants of Plan-Based Awards in 2023

    (1) This column indicates if the date on which our compensation committee approved the award differs from the award grant date. (2) The amounts in this column represent the possible awards under the Short Term Incentive Plan. Actual payments under these awards were determined in February 2024, paid in March 2024, and are included in the Non-Equity Incentive Plan Compensation column of the 2023 Summary Compensation Table. (3) All of the awards reported in this table were made under the 2017 Omnibus Plan. (4) The performance stock units reported in this table at the target level have a three-year performance period. The number of shares issued at vesting will be determined as described above under “Compensation Discussion and Analysis—Elements of Compensation—Long-Term Incentive Awards—Performance Stock Units,” and will range from 0% to 200% of the target award. (5) One third of the restricted stock units reported in the table vest on the first three anniversaries of the grant date. (6) Reflects the grant date fair value of the restricted stock unit awards under FASB ASC Topic 718. Information about the assumptions used to value these awards is set forth in our Annual Report on Form 10-K in Note 6 to our Consolidated Financial Statements for the year ended December 30, 2023.

  60. Outstanding Equity Awards at December 30, 2023

    Outstanding Equity Awards at December 30, 2023

  61. Outstanding Equity Awards at December 30, 2023

    | | | Option Awards | | | | Stock Awards | | | | | Named Executive Officer | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Un-exercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested(1) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested ($) | | L. Reade Fahs | 3/1/2019 | 54,114 | | 35.19 | 3/1/2029 | | | | | | | 2/28/2020 | 41,089 | | 34.82 | 2/28/2030 | | | | | | | 3/5/2021 | 19,790 | 9,895(2) | 45.66 | 3/5/2031 | | | | | | | 3/5/2021 | | | | | | | 30,114(3) | 630,286 | | | 3/5/2021 | | | | | 5,019(4) | 105,048 | | | | | 3/2/2022 | | | | | | | 21,326(5) | 446,343 | | | 3/2/2022 | | | | | 28,434(6) | 595,124 | | | | | 3/3/2023 | | | | | | | 268,938(7) | 5,628,872 | | | 3/3/2023 | | | | | 134,469(8) | 2,814,436 | | | | Melissa Rasmussen | 7/29/2019 | 4,586 | | 31.73 | 7/29/2029 | | | | | | | 2/28/2020 | 1,948 | | 34.82 | 2/28/2030 | | | | | | | 3/5/2021 | 1,260 | 630(2) | 45.66 | 3/5/2031 | | | | | | | 3/5/2021 | | | | | | | 1,917(3) | 40,123 | | | 3/5/2021 | | | | | 320(4) | 6,698 | | | | | 3/2/2022 | | | | | | | 2,297(5) | 48,076 | | | 3/2/2022 | | | | | 3,063(6) | 64,109 | | | | | 3/3/2023 | | | | | | | 39,222(7) | 820,916 | | | 3/3/2023 | | | | | 19,611(8) | 410,458 | | | | Patrick R. Moore | 9/16/2014 | 21,360 | | 7.25 | 9/16/2024 | | | | | | | 10/25/2017 | 92,443 | | 22.00 | 10/25/2027 | | | | | | | 3/1/2019 | 21,098 | | 35.19 | 3/1/2029 | | | | | | | 2/28/2020 | 18,262 | | 34.82 | 2/28/2030 | | | | | | | 3/5/2021 | 5,038 | 2,519(2) | 45.66 | 3/5/2031 | | | | | | | 3/5/2021 | | | | | | | 7,666(3) | 160,449 | | | 3/5/2021 | | | | | 1,278(4) | 26,749 | | | | | 3/2/2022 | | | | | | | 4,594(5) | 96,142 | | | 3/2/2022 | | | | | 6,125(6) | 128,196 | | | | | 10/5/2022 | | | | | 5,778(9) | 120,934 | | | | | 3/3/2023 | | | | | | | 67,236(7) | 1,407,249 | | | 3/3/2023 | | | | | 33,618(8) | 703,625 | | | | Jared Brandman | 8/14/2017 | 40,686 | | 15.74 | 8/14/2027 | | | | | | | 3/1/2019 | 8,791 | | 35.19 | 3/1/2029 | | | | | | | 2/28/2020 | 4,566 | | 34.82 | 2/28/2030 | | | | | | | 3/5/2021 | 2,519 | 1,260(2) | 45.66 | 3/5/2031 | | | | | | | 3/5/2021 | | | | | | | 3,833(3) | 80,225 | | | 3/5/2021 | | | | | 639(4) | 13,374 | | | | | 3/2/2022 | | | | | | | 3,117(5) | 65,239 | | | 3/2/2022 | | | | | 4,156(6) | 86,985 | | | | | 3/3/2023 | | | | | | | 38,100(7) | 797,434 | | | 3/3/2023 | | | | | 19,050(8) | 398,717 | | | | Bill Clark | 6/11/2019 | 23,630 | | 28.48 | 6/11/2029 | | | | | | | 2/28/2020 | 5,844 | | 34.82 | 2/28/2030 | | | | | | | 3/5/2021 | 2,519 | 1,260(2) | 45.66 | 3/5/2031 | | | | | | | 3/5/2021 | | | | | | | 3,833(3) | 80,225 | | | 3/5/2021 | | | | | 639(4) | 13,374 | | | | | 3/2/2022 | | | | | | | 3,117(5) | 65,239 | | | 3/2/2022 | | | | | 4,156(6) | 86,985 | | | | | 3/3/2023 | | | | | | | 38,100(7) | 797,434 | | | 3/3/2023 | | | | | 19,050(8) | 398,717 | | |

  62. Outstanding Equity Awards at December 30, 2023

    The amounts in this column were calculated by multiplying, $20.93 the closing market price of our common stock on December 29, 2023, the last trading day of the calendar year, by the number of unvested shares or units. (2) These stock options vested on March 5, 2024. (3) Represents the number of PSUs granted in 2021, which were earned upon the end of the performance period on December 30, 2023, but subject to continued employment, and were payable in March 2024 upon certification of results by the compensation committee. The PSUs were settled and paid in shares on March 5, 2024, and are thus no longer outstanding. (4) These RSUs vested on March 5, 2024. (5) For the PSUs granted in 2022, performance through December 30, 2023, was below the applicable threshold level and, in accordance with SEC rules, such units are included in this table at the threshold level. (6) Includes RSUs representing 33% of the original grant that vested on March 2, 2024, as follows: Mr. Fahs (14,217), Mr. Moore (3,062), Ms. Rasmussen (1,531), Mr. Brandman (2,078) and Mr. Clark (2,078). The remaining RSUs will vest on March 2, 2025. (7) For the PSUs granted in 2023, performance through December 30, 2023, was above the applicable target level and, in accordance with SEC rules, such units are included in this table at the maximum level. (8) Includes RSUs representing 33% of the original grant that vested on March 3, 2024, as follows: Mr. Fahs (44,823), Mr. Moore (11,206), Ms. Rasmussen (6,537), Mr. Brandman (6,350) and Mr. Clark (6,350). Half of the remaining RSUs will vest on each of March 3, 2025, and March 3, 2026. (9) Half of the remaining RSUs will vest on each of October 5, 2024, and October 5, 2025.

  63. Option Exercises and Stock Vested in 2023

    Option Exercises and Stock Vested in 2023 The following table provides information regarding options exercised by and restricted stock units or performance stock units vested for the NEOs during the fiscal year ended December 30, 2023.

  64. Option Exercises and Stock Vested in 2023

    | Named Executive Officer | Option Awards | | Restricted Stock Units and Performance Stock Units | | | | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(1) ($) | | L. Reade Fahs | — | — | 59,568 | 1,438,030 | | Melissa Rasmussen | — | — | 7,465 | 166,418 | | Patrick R. Moore | — | — | 27,899 | 640,312 | | Jared Brandman | — | — | 9,944 | 226,083 | | Bill Clark | — | — | 11,200 | 257,239 |

  65. Option Exercises and Stock Vested in 2023

    (1) The “Value Realized on Vesting” was calculated in accordance with Securities and Exchange Commission rules by multiplying the gross number of shares underlying the vested restricted stock units times the closing price of our common stock on the vesting date. The “Value Realized on Vesting” and “Number of Shares Acquired on Vesting” have not been reduced to account for any shares withheld by the company to satisfy the tax liability incident to the vesting of restricted stock units.

  66. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control The following section describes the payments and benefits that may become payable to the NEOs in connection with their termination of employment and/or a change in control. All such payments and benefits will be paid or provided by us or National Vision, Inc.

  67. Potential Payment upon Termination of Employment

    Potential Payment upon Termination of Employment The following table lists the payments and benefits that would have been triggered for each of our NEOs under the circumstances described below assuming that the applicable triggering event occurred on December 30, 2023. Consistent with SEC requirements, these estimated amounts have been calculated as if the NEO’s employment had been terminated as of December 30, 2023, the last day of fiscal 2023, and using the closing market price of our common stock on December 29, 2023, the last trading day in fiscal 2023 ($20.93 per share). For purposes of this section, we have assumed that (1) we do not exercise any discretion to accelerate the vesting of outstanding options in connection with a change in control, and (2) the value of any stock options that may be accelerated is equal to the full value of such awards (i.e., the full “spread” value for stock options as of December 30, 2023).

  68. Potential Payment upon Termination of Employment

    | Named Executive Officer | Severance Benefit(1) ($) | Continuation of Health Benefits(2) ($) | Stock Options(3) ($) | Performance Stock Units(4) ($) | Restricted Stock Units(5) ($) | | L. Reade Fahs | | | | | | | Qualifying Termination of Employment | 4,000,000 | 1,428 | — | 630,286 | 86,053 | | Qualifying Termination following Change in Control | 5,020,000 | 1,786 | — | 2,156,784 | 3,514,607 | | Termination Upon Death or Disability | | | — | 4,337,408 | 3,514,607 | | Retirement(6) | | | — | | 1,492,728 | | Melissa Rasmussen | | | | | | | Qualifying Termination of Employment | 659,200 | 16,762 | — | 114,927 | 5,487 | | Qualifying Termination following Change in Control | 1,008,800 | 25,143 | — | 178,853 | 481,264 | | Termination Upon Death or Disability | | | — | 621,537 | 481,624 | | Retirement(6) | | | — | | | | Patrick R. Moore | | | | | | | Qualifying Termination of Employment | 1,622,250 | | — | 160,449 | 21,912 | | Qualifying Termination following Change in Control | 2,183,000 | | — | 521,544 | 979,503 | | Termination Upon Death or Disability | | | — | 1,056,358 | 979,503 | | Retirement(6) | | | — | | | | Jared Brandman | | | | | | | Qualifying Termination of Employment | 1,080,000 | 36,592 | — | 80,225 | 10,956 | | Qualifying Termination following Change in Control | 1,460,000 | 48,790 | — | 299,149 | 499,076 | | Termination Upon Death or Disability | | | — | 609,419 | 499,076 | | Retirement(6) | | | — | | | | Bill Clark | | | | | | | Qualifying Termination of Employment | 642,720 | 24,395 | — | 80,225 | 10,956 | | Qualifying Termination following Change in Control | 984,080 | 36,592 | — | 299,149 | 499,076 | | Termination Upon Death or Disability | | | — | 609,419 | 499,076 | | Retirement(6) | | | — | | |

  69. Potential Payment upon Termination of Employment

    (1) Amounts reported represent (i) upon a Qualifying Termination of employment (A) a lump-sum pro-rata bonus for the year of termination, based on actual performance and (B) the cash severance amount, times the multiplier applicable to such executive (2.0 for Mr. Fahs; 1.0 for Ms. Rasmussen; 1.5 for Messrs. Moore and Brandman; 1.0 for Mr. Clark) payable over 24 months (Mr. Fahs) 12 months (Ms. Rasmussen and Mr. Clark) and 18 months (Messrs. Moore and Brandman) and (ii) upon a Qualifying Termination of employment in the two-year period following a change in control (A) a lump-sum pro-rata bonus for the year of termination, based on target performance, (B) the cash severance amount, times the multiplier applicable to such executive (2.5 for Mr. Fahs; 1.5 for Ms. Rasmussen, 2.0 for Messrs. Moore and Brandman; 1.5 for Mr. Clark), in a lump sum and (C) payment of, or reimbursement for, up to $20,000 in outplacement services within the six-month period following termination of employment. (2) The amounts reported represent the cost of providing each applicable NEO with the welfare benefit (i) upon a Qualifying Termination of employment, for 24 months (Mr. Fahs), 12 months (Ms. Rasmussen), 18 months (Messrs. Moore and Brandman), and 12 months (Mr. Clark) and (ii) upon a Qualifying Termination of employment in the two-year period following a change in control, for 30 months (Mr. Fahs), 18 months (Ms. Rasmussen) 24 months (Messrs. Moore and Brandman), and 18 months (Mr. Clark). (3) The amounts reported represent accelerated vesting of unvested options upon a Qualifying Termination of employment, a Qualifying Termination of employment following a change in control, as a result of termination upon death or disability, and upon retirement, as applicable, and are based on the closing price of our common stock of $20.93 per share on December 29, 2023, the last trading day in fiscal 2023. The amounts reported represent vesting of PSUs upon a Qualifying Termination of employment, a Qualifying Termination of employment following a change in control, and as a result of termination upon death or disability, as applicable, and are based on the closing price of our common stock of $20.93 per share on December 29, 2023, the last trading day in fiscal 2023. (5) The amounts reported represent vesting of RSUs upon a Qualifying Termination of employment, a Qualifying Termination of employment following a change in control, as a result of termination upon death or disability, and upon retirement as applicable, and are based on the closing price of our common stock of $20.93 per share on December 29, 2023, the last trading day in fiscal 2023. (6) Retirement as used in the grant agreements means the participant’s voluntary resignation from employment, other than while grounds for Cause exist, when (1) (x) the participant’s age is at least (60) years old and (y) the participant’s number of years with the Company and its predecessors is at least (10) years or (2) the participants age is at least sixty-five (65)) years old.

  70. CEO Pay Ratio

    CEO Pay Ratio The Dodd-Frank Wall Street Reform Act and Consumer Protection Act of 2010 and the compensation disclosure rules of the SEC require the Company to disclose the ratio of the annual total compensation of Mr. Fahs, our CEO, to the median of the annual total compensation of the employees of the Company (other than our CEO) (the “CEO Pay Ratio”). For fiscal 2023: • the median of the annual total compensation of all our employees (other than Mr. Fahs, our CEO), was $30,050; and • the annual total compensation of Mr. Fahs, our CEO, as reported in the Summary Compensation Table was $8,617,438. Based on this information, the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all our employees was 287:1. To determine this pay ratio, we identified our median employee using our employee population as of November 1, 2023, which consisted of approximately 14,137 full-time and part-time employees, with 100% of these individuals located in the United States. To identify our median employee, we used salary/ wages and annual incentive/bonus from our payroll records in fiscal 2023 as our consistently applied compensation measure. In making this determination, we annualized the compensation of full-time and part-time employees who were hired or separated in fiscal 2023 but did not work for us for the entire fiscal year. This methodology of identifying the median employee was the same as the methodology we used in determining our pay ratio disclosure for fiscal 2022. After identifying our median employee, we calculated the median employee’s compensation for fiscal 2023 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K of the Exchange Act. Compensation amounts were determined from our human resources and payroll systems of record. Our CEO Pay Ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. Due to the flexibility afforded by Item 402(u) in allowing companies to adopt a wide range of methodologies and to make reasonable estimates and assumptions that reflect their compensation practices to identify the median employee and calculate the CEO Pay Ratio, our CEO Pay Ratio may not be comparable to the CEO pay ratios reported by other companies.

  71. Pay Versus Performance

    Pay Versus Performance The Dodd-Frank Wall Street Reform Act and Consumer Protection Act of 2010 and the compensation disclosure rules of the SEC require us to disclose the following information regarding “compensation actually paid” to our NEOs and certain financial performance measures. The dollar amounts for “compensation actually paid” are calculated in accordance with Item 402(v) of Regulation S-K and do not necessarily reflect the actual amount of compensation earned by or paid to our NEOs in the applicable year. For information on our compensation policies and decisions regarding our named executive officers, including how we align executive compensation with Company performance, see “Compensation Discussion and Analysis.”

  72. Pay Versus Performance

    | Year(1) | Summary Compensation Table Total for PEO ($) | Compensation Actually Paid to PEO(2)(3) ($) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers ($) | Average Compensation Actually Paid to Non-PEO Named Executive Officers(2)(4) ($) | Value of Initial Fixed $100 Investment Based On: | | Net Income (000s) ($) | Adjusted Operating Income(4) (000s) ($) | | | | | | | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($) | | | | 2023 | 8,617,438 | 6,870,250 | 1,966,566 | 1,596,276 | 63.23 | 151.91 | (65,901) | 72,321 | | 2022 | 4,273,302 | 757,223 | 1,083,585 | 619,971 | 117.10 | 110.82 | 42,122 | 87,795 | | 2021 | 5,728,490 | 7,851,512 | 1,465,467 | 1,896,550 | 144.98 | 164.38 | 128,244 | 204,749 | | 2020 | 3,976,328 | 6,500,375 | 1,026,347 | 2,021,763 | 136.83 | 139.14 | 36,277 | 134,148 |

  73. Pay Versus Performance

    (1) The table below shows who were the Principal Executive Officer (“PEO”) and Non-PEO NEOs for the indicated year:

  74. Pay Versus Performance

    | Year | PEO | Non-PEO NEOs | | 2023 | L. Reade Fahs | Melissa Rasmussen, Patrick R. Moore, Jared Brandman, Bill Clark | | 2022 | L. Reade Fahs | Patrick R. Moore, Jared Brandman, Bill Clark, Joseph VanDette, Roger Francis | | 2021 | L. Reade Fahs | Patrick R. Moore, Roger Francis, Jared Brandman, Bill Clark | | 2020 | L. Reade Fahs | Patrick R. Moore, Bill Clark, Jared Brandman, Joan Blackwood |

  75. Pay Versus Performance

    (2) Fair value or change in fair value, as applicable, of equity awards in the “Compensation Actually Paid” columns was determined by reference to (1) for stock options, the fair value calculated using the Black-Scholes-Merton option pricing model as of the applicable year-end or vesting date(s), determined based on the same methodology as used to determine grant date fair values but using the closing stock price on the applicable revaluation date as the current market price and the volatility, dividend rates, expected term and risk free interest rates determined as of the revaluation date, (2) for RSU awards, closing price on applicable year-end dates or, in the case of vesting dates, the actual vesting price, and (3) for PSU awards, the same valuation methodology as RSU awards above except year-end and vesting date values are multiplied by the probability of achievement as of each such date. The estimated probability of achievement of the 2019 PSUs, which were based on Adjusted EBITDA growth, was 117% at fiscal year end (“FYE”) 2019, 122% at FYE 2020, and 155% at FYE 2021, and the actual achievement at vesting in 2022 was 155%. The estimated probability of achievement of the 2020 PSUs, which were based on Adjusted EBITDA growth, was 108% at FYE 2020, 108% at FYE 2021, and 108% at FYE 2022, and the actual achievement at vesting in 2023 was 108%. The estimated probability of achievement of the 2021 PSUs which are based on growth in Adjusted Operating Income and ROIC, was 100% at FYE 2021, 67% at FYE 2022, 67% at FYE 2023, and the actual achievement at vesting in 2024 was 67%. The estimated probability of achievement of the 2022 PSUs, which are based on growth in Adjusted Operating Income and ROIC, was 33% at FYE 2022 and 33% at FYE 2023. The estimated probability of achievement of the 2023 PSUs, which are based on growth in Adjusted Operating Income and ROIC, was 133% at FYE 2023. As required by SEC rules, “compensation actually paid” to our PEO for the fiscal year ended December 30, 2023, reflect the following adjustments from Total Compensation reported in the Summary Compensation Table:

  76. Pay Versus Performance

    | Total Reported in 2023 Summary Compensation Table (SCT) | $8,617,438 | | Less, Value of Stock and Option Awards Reported in SCT | 6,000,007 | | Plus, Fiscal Year-End Value of Awards Granted in Fiscal Year that are Unvested and Outstanding | 6,566,924 | | Plus/Minus, Change in Fair Value of Prior Year Awards that are Unvested and Outstanding | (1,323,197) | | Plus, Fair Market Value of Awards Granted this Year that Vested this Year | — | | Plus/Minus, Change in Fair Value (from Prior Fiscal Year-End) of Prior Year Awards that Vested this Year | (990,908) | | Minus, Prior Fiscal Year-End Fair Value of Prior Year Awards that Failed to Vest this Year | — | | Total Adjustments | (1,747,188) | | “Compensation Actually Paid” for the fiscal year ended December 30, 2023 | $6,870,250 |

  77. Pay Versus Performance

    (4) As required by SEC rules, “compensation actually paid” to our non-PEO NEOs for the fiscal year ended December 30, 2023, reflect the following adjustments from Total Compensation reported in the Summary Compensation Table:

  78. Pay Versus Performance

    | Total Reported in 2023 Summary Compensation Table (SCT) | $1,966,566 | | Less, Value of Stock and Option Awards Reported in SCT | (1,018,775) | | Plus, Fiscal Year-End Value of Awards Granted in Fiscal Year that are Unvested and Outstanding | 1,115,035 | | Plus/Minus, Change in Fair Value of Prior Year Awards that are Unvested and Outstanding | (223,356) | | Plus, Fair Market Value of Awards Granted this Year that Vested this Year | — | | Plus/Minus, Change in Fair Value (from Prior Fiscal Year-End) of Prior Year Awards that Vested this Year | (243,194) | | Minus, Prior Fiscal Year-End Fair Value of Prior Year Awards that Failed to Vest this Year | — | | Minus, Forfeited Awards in Fiscal Year | — | | Total Adjustments | (370,290) | | “Compensation Actually Paid” for the fiscal year ended December 30, 2023 | $1,596,276 |

  79. Pay Versus Performance

    (5) Company and Peer Group Total Shareholder Return for each year represents what the cumulative value of $100 would be, including the reinvestment of dividends, if such amount were invested on December 27, 2019. The peer group used for this purpose is the Nasdaq US Benchmark Retail Index, which is the same peer group as reflected in the Performance Graph included in our 2023 10-K pursuant to Item 201(e) of Regulation S-K. (6) Adjusted Operating Income is a non-GAAP measure that we define as net income, plus interest expense (income) and income tax provision (benefit), further adjusted to exclude stock compensation expense, loss on extinguishment of debt, asset impairment, litigation settlement, secondary offering expenses, management realignment expenses, long-term incentive plan expenses, amortization of acquisition intangibles, ERP implementation expenses and other expenses. For an explanation of our non-GAAP financial measures and a reconciliation of Adjusted Operating Income to the most directly comparable GAAP measures, see Appendix A to this proxy statement. We chose Adjusted Operating Income as our company selected measure because it was the most important financial performance measure used to link compensation actually paid to our PEO and Non-PEO NEOs to Company performance for the most recently completed fiscal year.

  80. Compensation Actually Paid and Cumulative Total Shareholder Return (TSR)

    Compensation Actually Paid and Cumulative Total Shareholder Return (TSR)

  81. Compensation Actually Paid and Net Income

    Compensation Actually Paid and Net Income

  82. Compensation Actually Paid and Adjusted Operating Income

    Compensation Actually Paid and Adjusted Operating Income Proposal 3—Advisory Vote on the Frequency of Future Say-on-Pay Votes

  83. Compensation Actually Paid and Adjusted Operating Income

    | The Board recommends that you vote “ONE YEAR” on the frequency of future Say-on Pay votes. | | | What Am I Voting on? | We are conducting a non-binding, advisory vote to approve the frequency of future advisory votes to approve the compensation of our named executive officers, commonly referred to as “Say-on-Pay.” | | Vote Required | The proposal must be approved by a majority of votes cast at the Annual Meeting. |

  84. Limitation on Non-Employee Director Compensation

    Limitation on Non-Employee Director Compensation Pursuant to the Equity Plan, the maximum number of shares subject to awards granted during a single fiscal year to any non-employee director, taken together with any cash fees paid to such non-employee director during the fiscal year, may not exceed $500,000 in total value (calculating the value of any such awards based on the grant date fair value of such Awards for financial reporting purposes).