DEF 14A of National Vision Holdings, Inc.
Filed Apr 29, 2025 · FY20240001140361-25-016164
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. The table below sets forth the composition of the Board and its committees as of the date of this proxy statement. See “Proposal 1—Election of Directors” for more details on our director nominees’ qualifications, skills and experience.
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. | 64 | 2014 | | | | | | D. Randolph Peeler | Managing Director, Berkshire Partners, LLC | 60 | 2014 | | | | | | Jose Armario | Chief Executive Officer, Bojangles’, Inc. | 66 | 2021 | | | | | | Virginia A. Hepner | Retired Chief Executive Officer, The Woodruff Arts Center | 67 | 2018 | | | | | | Susan S. Johnson | Retired Chief Marketing Officer, Prudential Financial, Inc. | 59 | 2020 | | | | | | Naomi Kelman | Retired President & Chief Executive Officer, Willow | 66 | 2020 | | | | | | James M. McGrann | Chief Executive Officer, Advancing Eyecare | 63 | 2025 | | | | | | Michael J. Nicholson | President and Chief Operating Officer, J.Crew Group | 58 | 2025 | | | | | | Susan O’Farrell | Retired Chief Financial Officer, Bluelinx Holdings, Inc. | 61 | 2024 | | | | | | Thomas V. Taylor, Jr. | Chief Executive Officer, Floor & Decor Holdings, Inc. | 59 | 2018 | | | | | | Caitlin Zulla | Chief Executive Officer, US Radiology Specialists | 47 | 2024 | | | | |
Our Board of Directors
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Our Board of Directors
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Our Board of Directors
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Nominees for Election to the Board of Directors
Nominees for Election to the Board of Directors Presented on the following pages are the ten 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, James M. McGrann, Michael J. Nicholson, Naomi Kelman, Susan O’Farrell, and Caitlin Zulla for re-election as directors for a one-year term expiring at the 2026 annual meeting. Mr. Taylor 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.
Board Refreshment
Board Refreshment
Board Refreshment
| • | Caitlin Zulla was appointed to the Board in August 2024 and serves on the compensation committee. She brings expertise across the healthcare value chain as well as a strong finance background and brings direct experience in advancing and promoting value-based care. Ms. Zulla was identified through a director search process overseen by the nominating and corporate governance committee, and after evaluation by the nominating and governance committee, nominated for election at the 2025 annual meeting. |
Board Refreshment
| • | In March 2025, the Board appointed James M. McGrann and Michael J. Nicholson as directors and agreed to nominate each of them for election at the 2025 annual meeting under an agreement between the Company and Engine Capital, L.P. (“Engine Capital”). A more detailed description of the agreement with Engine Capital is contained in our Current Report on Form 8-K filed with the SEC on March 17, 2025. |
Board Refreshment
| • | Mr. McGrann brings deep experience across the optical space as an eye care industry veteran with nearly 30 years of experience across the industry, serving in Chief Executive Officer, Chief Technology Officer and Chief Information Officer roles throughout his career. Mr. McGrann was identified and evaluated through a director search process overseen by the |
Board Refreshment
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Board Refreshment
nominating and corporate governance committee, and the Board appointed him as a director and agreed to nominate him for election at the 2025 annual meeting under an agreement between the Company and Engine Capital.
Board Refreshment
| • | Mr. Nicholson is a seasoned retail executive with extensive expertise in business transformation, operations, and finance, with a proven track record of developing financial strategy and implementing operational excellence. The Board appointed Mr. Nicholson as a director and agreed to nominate him for election at the 2025 annual meeting under an agreement between the Company and Engine Capital. |
Board Refreshment
| • | Thomas V. Taylor, Jr., who joined the Board in 2018, 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. Taylor 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 compensation committee. |
Board Refreshment
Mr. Taylor’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 eleven to ten. Following the Annual Meeting, it is expected that the Company will have no open director seats.
Board Refreshment
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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.
Biographical Information
| Director since: 2014 Age: 60 Independent Committees: 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) |
Biographical Information
| Director since: 2014 Age: 64 | 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) |
Biographical Information
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Biographical Information
| Director since: 2021 Age: 66 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 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) (2018-2024) |
Biographical Information
| Director since: 2018 Age: 67 Independent Committees: Nominating and Corporate Governance Committee (Chair) | 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 corporate 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) (nominating, compensation and governance committee chair) • Cadence Bancorporation, a commercial banking company (public) (audit committee chair) • State Bank & Trust Company, now a division of Cadence Bank (2010-2019) |
Biographical Information
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Biographical Information
| Director since: 2020 Age: 59 Independent Committees: Compensation 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) |
Biographical Information
| Director since: 2020 Age: 66 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) • Blue River PetCare (Chair), a leading operator of veterinary hospitals (private) |
Biographical Information
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Biographical Information
| Director since: 2025 Age: 63 Independent Committees: Compensation Committee | James M. McGrann | | | Mr. McGrann has served as the Chief Executive Officer of Advancing Eyecare, a leading provider of ophthalmic instruments, since 2023. Mr. McGrann brings to the Board deep experience across the optical space as an eye care industry veteran with nearly 30 years of experience across the industry. | | | Prior Experience • President and Chief Operating Officer of Percept Corporation, a wearable technology company (2023) • Founder and Chief Executive Officer of HH&S Management Consulting, LLC, a business consulting firm (2017-2023) • Chairman and Chief Executive Officer of Professional Eye Care Associates of America (PECAA), a community of independent eye care professionals, (2017-2022) • President and Chief Executive Officer of VSP Global, a vision care health insurance company (2015-2017) • President (2011-2015) and Chief Technology Officer (2010-2012) of VSP Vision Care • President and Chief Executive Officer of Eyefinity, a VSP Vision company (2008-2012) • Senior Vice President and Chief Information Officer of Marchon Eyewear, Inc., one of the world’s largest manufacturers and distributors of eyewear (1999-2008) | | | Other Directorships • The Vision Council (Vice Chair), a non-profit organization serving as a global voice for eyewear and eyecare • Prevent Blindness (Chair), the nation's leading non-profit voluntary eye health organization dedicated to preventing blindness and preserving sight • Percept Corporation (private) • Ocuco, an optical software company (private) • Kepler Vision, a management services organization providing non-clinical administrative support services to Optometry practices nationwide (private) (2023-2025) (compensation committee chair) |
Biographical Information
| Director since: 2025 Age: 58 Independent Committees: Audit Committee Nominating and Corporate Governance Committee | Michael J. Nicholson | | | Mr. Nicholson has served as the President and Chief Operating Officer of J.Crew Group, an internationally recognized omnichannel retailer and family of legacy American brands; J.Crew, J.Crew Factory and Madewell, since 2020, having previously served as Interim Chief Executive officer from 2019 to 2020 and Chief Financial Officer from 2016 to 2017. Mr. Nicholson is a seasoned retail executive and brings to the Board extensive expertise in business transformation, operations, and finance. Mr. Nicholson is also a Certified Public Accountant. | | | Prior Experience • Executive Vice President, Chief Operating Officer and Chief Financial Officer of ANN, Inc., the parent Company of Ann Taylor and LOFT, two of the leading women's specialty retail fashion brands in North America (2007-2015) • Various executive positions at Limited Brands, Inc., a specialty retail company, including Executive Vice President, Chief Operating Officer and Chief Financial Officer for Victoria’s Secret Beauty, a subsidiary of Limited Brands, Inc., at the time. (2000-2007) • Senior leadership positions at Colgate-Palmolive, Altria, and PwC, where he played key roles in developing financial strategy and implementing operational excellence (1988-2000) | | | Other Directorships • The Container Store (Audit Committee Chair), a national, multi-channel retailer dedicated to helping people improve their lives through the power of organization (private) |
Biographical Information
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Biographical Information
| Director since: 2024 Age: 61 Independent Committees: Audit Committee (Chair) | 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. | | | 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) |
Biographical Information
| Director since: 2024 Age: 47 Independent Committees: Compensation Committee | Caitlin Zulla | | | Ms. Zulla serves as Chief Executive Officer of US Radiology Specialists, one of the nation’s premier providers of diagnostic imaging services, where she leads teams committed to clinical and operational excellence and delivering the highest quality of imaging care. Ms. Zulla previously served as CEO of Optum Health East, where she oversaw health care delivery in 10 states from Maine to Delaware and was responsible for the experience of over 5.4 million patients and more than 15,000 team members. Prior to joining Optum Health East, Ms. Zulla served as Chief Executive Officer of SCA Health, a specialist alignment organization and leader in the ambulatory surgery center industry. Her tenure with SCA Health included serving as Chief Financial Officer, Chief Administrative Officer and Senior Vice President of Revenue Cycle. | | | Prior Experience • Chief Executive Officer, Optum Health East (2023-2025) • Chief Executive Officer, SCA Health (2018-2019) • Various roles at SCA Health including Chief Financial Officer, Chief Administrative Officer and Senior Vice President of Revenue Cycle (2015-2017) | | | Other Directorships • US Radiology Specialists (private) |
Biographical Information
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Qualifications, Skills and Experience of our Directors
Qualifications, Skills and Experience 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. 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.
Qualifications, Skills and Experience of our Directors
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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.
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.
Elements of Director Compensation
Elements of Director Compensation In 2024, our director compensation program consisted of the following:
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 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. | $170,000 | | Additional Compensation for Committee Chairs Committee chairs receive an additional annual cash retainer paid quarterly, in arrears. | | | Audit Committee | $25,000 | | Compensation Committee | $20,000 | | Nominating and Corporate Governance Committee | $15,000 |
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. Beginning August 1, 2025, the director compensation program will provide for an additional annual cash retainer in the amount of $30,000 for the Lead Independent Director role.
Elements of Director Compensation
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2024 Director Compensation
2024 Director Compensation The following table reflects all cash compensation paid and the aggregate market value of stock awards granted to our non-employee directors for service in fiscal 2024:
2024 Director Compensation
| Name | Fees earned or paid in cash(1)(2) ($) | Stock awards(3) ($) | All other compensation ($) | Total ($) | | D. Randolph Peeler(1) | 80,000 | — | — | 80,000 | | Jose Armario | 80,000 | 170,010 | — | 250,010 | | Virginia A. Hepner | 95,000 | 170,010 | — | 265,010 | | Susan S. Johnson | 80,000 | 170,010 | — | 250,010 | | Naomi Kelman | 80,000 | 170,010 | — | 250,010 | | James M. McGrann(4) | — | — | — | — | | Micheal J. Nicholson(4) | — | — | — | — | | Susan O’Farrell | 93,791 | 170,010 | — | 263,801 | | Thomas V. Taylor, Jr. | 99,942 | 170,010 | — | 269,952 | | Caitlin Zulla(5) | 33,261 | 149,516 | — | 182,777 | | Former Directors | | | | | | David M. Tehle(6) | 46,181 | — | — | 46,181 |
2024 Director Compensation
| (1) At the request of Mr. Peeler, the compensation committee approved in February 2024 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. |
2024 Director Compensation
| (2) Includes all annual retainer fees earned by the directors listed in 2024. Mr. Peeler donated his cash retainer to 20/20 Quest, a Company-sponsored charitable foundation. Mr. Armario elected to receive 100% of his cash retainer in equity, Ms. Johnson elected to receive 50% of her cash retainer in equity and Mr. Taylor elected to receive 67% of his cash retainer in equity, resulting in a grant of restricted stock units on June 14, 2024, as follows: Mr. Armario (5,957), Ms. Johnson (2,978) and Mr. Taylor (4,986). 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—$80,003, Ms. Johnson—$39,995, and Mr. Taylor—$66,962. Information about the assumptions used to value these awards is set forth in our Annual Report on Form 10-K in Note 7 to our Consolidated Financial Statements for the year ended December 28, 2024. |
2024 Director Compensation
| (3) On June 14, 2024, we granted each of our non-employee directors such number of restricted stock units determined by dividing $170,000 by $13.43, the closing price of our common stock on June 14, 2024, the date of grant, rounded up to the next whole restricted stock unit. Accordingly, each director received 12,659 restricted stock units, which will vest 100% on the first anniversary of the grant date. |
2024 Director Compensation
Amounts in this column reflect the grant date fair value of the award calculated in accordance with ASC Topic 718 on 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 7 to our Consolidated Financial Statements for the year ended December 28, 2024. As of December 28, 2024, the non-employee directors as of that date held the following number of unvested restricted units: Mr. Armario (18,616), Ms. Hepner (12,659), Ms. Johnson (15,637), Ms. Kelman (12,659), Ms. O’Farrell (12,659), Mr. Taylor (17,645) and Ms. Zulla (11,010).
2024 Director Compensation
| (4) Mr. McGrann and Mr. Nicholson joined our Board in March 2025 and did not receive compensation in 2024. |
2024 Director Compensation
| (5) Ms. Zulla joined the board on August 1, 2024, and we granted her 11,010 restricted stock units, representing a pro rata number based on the number of days between the date of her appointment and June 18, 2025, the anticipated date of the next annual meeting of shareholders, and using the closing price of our common stock on August 1, 2024, of $13.58. |
2024 Director Compensation
| (6) Mr. Tehle’s term as a director ended at the 2024 annual meeting of shareholders. |
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 achievement of performance goals over a three-year performance period and, beginning in 2025, include a relative shareholder return component 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 |
Compensation 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. |
Compensation Objectives
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 (“PSUs”) directly tied to the Company’s financial performance.
2025 Executive Compensation Updates
| • | Additional performance metric added to the annual cash incentive program. Beginning in 2025, our annual cash incentive program will include Adjusted Comparable Same Store Sales Growth as a second corporate performance metric, in addition to Annual Incentive Adjusted Operating Income. Adjusted Comparable Store Sales Growth is a key metric used by both management and shareholders to assess the operational health and overall performance of each brand and the Company as a whole. |
2025 Executive Compensation Updates
| • | Enhanced PSU design, including relative total shareholder return component. To further align the interests of our shareholders with the interests of our executive officers and to further promote long-term value creation for shareholders, 25% of the PSUs granted in 2025 will vest based on attainment of relative total shareholder return. The remaining PSUs will vest based on achievement of financial performance goals related to growth in annual Adjusted Operating Income (50%) and Return on Invested Capital (25%). |
Key Elements of 2024 Compensation
| | Compensation Elements | Purpose | Characteristics | 2024 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 and may be increased from time to time | In 2024, we increased the base salaries of our NEOs to more closely align compensation opportunities with the competitive market, 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 2024, 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 $67.7 million, the STIP funded at 0% 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 2024 will vest based on: — Adjusted Operating Income (“AOI”)— 75% weighting — Return on Invested Capital (“ROIC”)— 25% weighting | In February 2025, the compensation committee certified the level of achievement for the PSUs granted in 2022, resulting in vesting at 0% of target based on three-year AOI and ROIC performance |
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 2024 target total direct compensation for our CEO, Mr. Fahs, and the average 2024 target total direct compensation for all other NEOs.
Role of the Compensation Committee
| • | Reviewing and approving, and making recommendations to the Board regarding, executive compensation, including plan design and performance goals related to STIP and LTIP incentive awards |
Role of the Compensation Committee
| • | Administering our equity incentive plans |
Role of the Compensation Consultant
Role of the Compensation Consultant In 2024, 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.
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 December 2023 and removed Floor and Decor Holdings, Inc. and added Fossil Group, Inc., Embecta Corp., Tandem Diabetes Care, Inc. and Warby Parker Inc., to the peer group for fiscal year 2024. The peer group that the compensation committee considered in setting 2024 compensation is set forth below:
Peer Group
| Align Technology, Inc. Caleres, Inc. Columbia Sportswear Co. Dentsply Sirona Inc. Embecta Corp. Five Below, Inc. Fossil Group, 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, Inc. Tandem Diabetes Care, Inc. The Cooper Companies, Inc. Warby Parker Inc. West Pharmaceutical Services, Inc. |
Peer Group
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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 September 2024, the compensation committee reviewed the peer group and removed Cano, Inc. and added RadNet, Inc. for fiscal year 2025.
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.
Base Salary
| • | The compensation of similarly situated executives, both within the Company and at the companies in our peer group |
Annual Cash Incentive Awards
Annual Cash Incentive Awards In fiscal year 2024, 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 2024, the compensation committee approved the 2024 STIP design. STIP award payouts for 2024 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 2024 were as follows:
Annual Cash Incentive Awards
| ($ in thousands) | STIP AOI | Achievement Factor(1) | | Maximum | $108.1 | 200% | | Target | $90.1 | 100% | | Threshold(2) | $72.1 | 50% | | Actual | $67.7 | 0% |
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. |
Annual Cash Incentive Awards
| (2) Threshold performance was required to fund the STIP. |
Annual Cash Incentive Awards
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Annual Cash Incentive Awards
Each NEO’s target opportunity as approved by the compensation committee is set forth in the table below. Based on STIP AOI performance of $67.7 million, the STIP funded at 0% of target and our NEOs did not earn a STIP award for 2024.
Annual Cash Incentive Awards
| Named Executive Officer | 2024 Base Salary(1) ($) | Target Opportunity(2) (%) | Corporate Performance Earnout (%) | Achievement Factor(2) (%) | 2024 STIP Award ($) | | L. Reade Fahs | $1,030,000 | 100% | — | — | — | | Melissa Rasmussen | $500,000 | 65% | — | — | — | | Alexander N. Wilkes(3) | — | — | — | — | — | | Patrick R. Moore | $650,000 | 75% | — | — | — | | Mark S. Banner(3) | $500,000 | 60% | 50% | 30% | $150,000 |
Annual Cash Incentive Awards
| (1) Base salary as of July 2024. |
Annual Cash Incentive Awards
| (2) Expressed as a percentage of base salary. |
Annual Cash Incentive Awards
| (3) Messrs. Wilkes and Banner joined the Company on August 19, 2024, and July 8, 2024, respectively. Pursuant to their respective offer letters, Mr. Wilkes was not eligible for an award under the 2024 STIP, and Mr. Banner’s 2024 STIP award was guaranteed at the threshold level. The material terms of Messrs. Wilkes and Mr. Banner’s offer letters are set forth below under the heading “Agreements with Named Executive Officers.” |
Annual Cash Incentive Awards
Although the STIP did not meet threshold performance objectives, the compensation committee approved STIP awards to participants other than the NEOs at 40% of target opportunity. In making this determination, the compensation committee considered, among other things, the importance of talent retention and strong performance in the fourth quarter as associates worked to execute on the Company’s transformation initiatives.
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. 2024 LTIP Awards In February 2024, as part of our annual compensation cycle, the compensation committee granted equity awards to each of Messrs. Fahs and Moore and Ms. Rasmussen in the form of restricted stock units (“RSUs”) and performance stock units (“PSUs”), each representing 50% of the total target value of the 2024 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.” Messrs. Wilkes and Banner joined the Company after the regular annual compensation cycle. Upon joining the Company, the compensation committee approved 2024 LTIP awards to each of Messrs. Wilkes and Banner to immediately and strongly align their interests with those of our shareholders, consistent with our compensation philosophy described above. The value of their respective awards was determined in part based on the compensation of similarly situated executives, both within the Company and at the companies in our peer group.
Long-Term Incentive Awards
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Long-Term Incentive Awards
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 February 2024 for Messrs. Fahs and Moore and Ms. Rasmussen, July 2024 for Mr. Banner and August 2024 for Mr. Wilkes.
Long-Term Incentive Awards
| Named Executive Officer | Target Grant Value ($) | Performance Stock Units (#) | Restricted Stock Units (#) | | L. Reade Fahs | $4,000,000 | 84,962 | 84,962 | | Melissa Rasmussen | $500,000 | 10,621 | 10,621 | | Alexander N. Wilkes | $2,000,000 | — | 185,357 | | Patrick R. Moore | $1,000,000 | 21,241 | 21,241 | | Mark S. Banner | $900,000 | 35,184 | 35,184 |
Long-Term Incentive Awards
Performance Stock Units The PSUs granted in 2024 have a three-year performance period beginning on the first day of the 2024 fiscal year and ending on the last day of the fiscal year in 2026. 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.
Performance Metrics and Weighting
Performance Metrics and Weighting
Performance Metrics and Weighting
| Performance Metric | Weighting | | Adjusted Operating Income | 75% | | Return on Invested Capital | 25% |
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.
Performance Metrics and Weighting
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2022 PSU Awards
2022 PSU Awards For the three-year performance period ended on December 28, 2024, the PSUs granted in 2022 did not meet the minimum threshold performance requirements. The compensation committee certified the level of achievement for the 2022 PSUs based on the Company’s achievement over the three-year performance period of Adjusted Operating Income and ROIC as set forth below. As a result, all PSUs granted in 2022 were forfeited, and no shares were earned by the executives.
2022 PSU Awards
| | 2022 | | 2023 | | 2024 | | Three- year Average | | ($ in millions) | Actual | Performance Multiplier | Actual | Performance Multiplier | Actual | Performance Multiplier | | | Adjusted Operating Income (75% Weighting) | $96.5 | 0% | $77.0 | 0% | $62.7 | 0% | 0% | | ROIC (25% Weighting) | 15.6% | 0% | 13.6% | 0% | 12.5% | 0% | 0% | | Payout Level | | | | | | | 0% |
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
Severance Benefits
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Severance Benefits
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.”
Equity Grant Practices
Equity Grant Practices While we do not have a formal equity grant policy, equity awards granted as part of our annual compensation cycle are granted no earlier than the day immediately following the second trading day following our release of quarterly earnings results, which the compensation committee believes is a sufficient amount of time for the public markets to absorb our quarterly earnings results. The Company has not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.
Transition and Separation Agreement with Ms. Rasmussen
Transition and Separation Agreement with Ms. Rasmussen In January, 2025, the Company announced that Ms. Rasmussen would be leaving the Company to pursue another opportunity. In February 2025, after concluding negotiations concerning her departure, the Company and Ms. Rasmussen entered into a transition and separation agreement under which Ms. Rasmussen agreed to remain with the Company through close of business on March 3, 2025, to continue to carry out the duties and responsibilities of the role of Chief Financial Officer during such time, including participating in the Company’s earnings calls and assisting in the preparation and filing of the Company’s annual report for the 2024 fiscal year; to actively transfer her duties and responsibilities to such persons as the Company may designate, including to her successor; and to provide such additional assistance as may be requested by the Company’s Chief Executive Officer or Board of Directors. At the end of the transition period, Ms. Rasmussen’s employment with the Company was terminated, and Ms. Rasmussen received the associated severance and termination benefits under the Company’s Executive Severance Plan, the terms of which are further described under “Potential Payments upon Termination or Change in Control.” A copy of the transition and separation agreement will be filed with the Company’s next quarterly report on Form 10-Q.
Other Agreements
| • | Pursuant to his offer letter, upon joining the Company, Mr. Wilkes received a cash sign-on bonus in the amount of $232,000 and a long-term incentive award with a value of $2,000,000 in the form of RSUs, which vest one-third on each of the first three anniversaries of the grant date. Additionally, Mr. Wilkes’ offer letter provides for (i) a base salary of $600,000, (ii) a target annual cash incentive opportunity of 75% of his base salary beginning in 2025, and (iii) reimbursement of relocation expenses. |
Other Agreements
| • | Pursuant to his offer letter, upon joining the Company, Mr. Banner received a cash sign-on bonus in the amount of $120,000, net of tax, and a long-term incentive award with a value of $900,000 half in the form of RSUs, which vest one-third on each of the first three anniversaries of the grant date, and half in the form of PSUs with a three-year performance period. Additionally, Mr. Banner’s offer letter provides for (i) a guaranteed STIP payout at the threshold level, (ii) a base salary of $500,000, (ii) a target annual cash incentive opportunity of 60% of his base salary, and (iii) a target equity award value of $900,000 beginning in 2025. |
Summary Compensation Table
Summary Compensation Table The following table presents summary information about the total compensation earned by or paid to our NEOs for the fiscal years ended December 28, 2024, December 30, 2023, and December 31, 2022.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus(1) ($) | Stock Awards(2)(3) ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation(4) ($) | All Other Compensation(5) ($) | Total ($) | | L. Reade Fahs Chief Executive Officer | 2024 | 1,013,846 | — | 4,000,011 | — | — | 38,806 | 5,052,663 | | | 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 | | Melissa Rasmussen(6) Senior Vice President, Chief Financial Officer | 2024 | 452,615 | — | 700,038 | — | — | 12,575 | 1,165,228 | | | 2023 | 405,539 | — | 875,043 | — | 390,304 | 7,274 | 1,678,160 | | Alexander N. Wilkes(7) President | 2024 | 196,154 | 232,000 | 2,000,002 | — | — | 39,310 | 2,467,466 | | Patrick R. Moore(8) Former Senior Vice President, Chief Operating Officer, Special Advisor, and Interim Chief Financial Officer | 2024 | 632,769 | | 1,000,026 | — | — | 4,522 | 1,637,317 | | | 2023 | 608,308 | — | 1,500,035 | — | 731,820 | 9,808 | 2,849,971 | | | 2022 | 623,885 | — | 1,000,067 | — | — | 6,219 | 1,630,171 | | Mark S. Banner(7) Senior Vice President, President of America’s Best | 2024 | 222,154 | 333,414 | 850,011 | — | — | 1,526 | 1,456,101 |
Summary Compensation Table
| (1) The amount in this column for Mr. Wilkes represents his cash sign-on bonus. Pursuant to his offer letter, Mr. Banner’s 2024 STIP award was guaranteed at the threshold level. The amount in this column for Mr. Banner represents the payment of this award as well as a cash sign-on bonus of $120,000, net of tax. |
Summary Compensation Table
| (2) 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 7 to our Consolidated Financial Statements for the year ended December 28, 2024. |
Summary Compensation Table
| (3) For 2024, amounts reflect the aggregate grant date fair value of performance stock units granted to Mr. Fahs ($2,000,005), Ms. Rasmussen ($250,018), Mr. Moore ($500,013), and Mr. Banner ($450,003) in 2024 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 ($4,000,011), Ms. Rasmussen ($500,037), Mr. Moore ($1,000,026), and Mr. Banner ($900,007). |
Summary Compensation Table
| (4) These cash incentive payments were earned for the year listed and paid in the following year. |
Summary Compensation Table
| (5) All Other Compensation for 2024 included: |
Summary Compensation Table
| (a) Employer matching contributions to our 401(k) plan for each of Mr. Fahs ($15,250), Ms. Rasmussen, Mr. Wilkes and Mr. Banner. Our 401(k) Plan provides for a 50% matching contribution on the first 3% of participants’ pre-tax contributions up to IRS limits. |
Summary Compensation Table
| (b) Payment of life insurance premiums for each of Mr. Fahs, Ms. Rasmussen, Mr. Wilkes and Mr. Banner. Each of our NEOs is entitled to basic life insurance coverage of up to the lesser of two times base salary or $500,000. |
Summary Compensation Table
| (c) Payment of supplemental long-term disability and accidental death insurance premiums for each of our NEOs. 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. |
Summary Compensation Table
| (d) Payment or provision of certain perquisites. For each of Ms. Rasmussen, Mr. Moore and Mr. Banner, the total value of all perquisites is less than $10,000. The amount in this column for Mr. Fahs includes: (i) amount paid for a financial wellness program; (ii) reimbursement for Young Presidents’ Organization membership; (iii) the cost of tax accounting services; and (iv) the value of an associate eyewear coupon. The amount in this column for Ms. Rasmussen reflects $3,701 for an executive physical and the value of an associate eyewear coupon. The amount in this column for Mr. Wilkes the incremental cost to the Company of providing temporary housing under the executive relocation package ($38,737). |
Summary Compensation Table
| (6) Compensation for Ms. Rasmussen is provided only for 2024 and 2023 because she was not an NEO in 2022. |
Summary Compensation Table
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Summary Compensation Table
| (7) Messrs. Wilkes and Banner joined the Company on August 19, 2024, and July 8, 2024, respectively. For 2024, Messrs. Wilkes and Banner’s base salaries were paid at an annualized rate of $600,000 and $500,000, respectively. The amount shown for each of them reflects the actual amount of base salary paid to them during 2024. We granted equity awards to Messrs. Wilkes and Banner upon joining our company to immediately and strongly align their interests with those of our shareholders. In addition, upon joining our company, Messrs. Wilkes and Banner received a cash payment of $232,000 and $ $183,414, respectively, to compensate them for benefits forfeited upon leaving their prior employer. The material terms of Messrs. Wilkes and Mr. Banner’s offer letters are set forth above under the heading “Agreements with Named Executive Officers.” |
Summary Compensation Table
| (8) Mr. Moore served as our Senior Vice President, Chief Operating Officer through August 19, 2024, after which he assumed the role of Special Advisor through December 28, 2024. On March 4, 2025, Mr. Moore was appointed as Interim Chief Financial Officer and served in that role through March 31, 2025. Effective April 1, 2025, Mr. Moore assumed an advisory role with the Company. |
Grants of Plan-Based Awards in 2024
Grants of Plan-Based Awards in 2024 The following table sets forth information about the non-equity incentive awards and equity-based awards granted to our NEOs in the fiscal year ended December 28, 2024.
Grants of Plan-Based Awards in 2024
| Named Executive Officer | Grant Date | Approval Date(1) | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(2) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(3)(4) | | | All Other Stock Awards: Number of Shares or Stock or Units(5) (#) | Grant Date Fair Value of Stock and Option Awards(6) ($) | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | L. Reade Fahs | | | 515,000 | 1,030,000 | 2,060,000 | | | | | | | | 3/1/2024 | 2/12/2024 | | | | 42,481 | 84,962 | 169,924 | | 2,000,005 | | | 3/1/2024 | 2/12/2024 | | | | | | | 84,962 | 2,000,005 | | Melissa Rasmussen | | | 162,500 | 325,000 | 650,000 | | | | | | | | 3/1/2024 | 2/12/2024 | | | | 5,311 | 10,621 | 21,242 | | 250,018 | | | 3/1/2024 | 2/12/2024 | | | | | | | 10,621 | 250,018 | | | 4/29/2024 | 4/25/2024 | | | | 2,835 | 5,669 | 11,338 | | 100,001 | | | 4/29/2024 | 4/25/2024 | | | | | | | 5,669 | 100,001 | | Alexander N. Wilkes | 8/19/2024 | 8/6/2024 | | | | | | | 185,357 | 2,000,002 | | Patrick R. Moore | | | 243,750 | 487,500 | 975,000 | | | | | | | | 3/1/2024 | 2/12/2024 | | | | 10,621 | 21,241 | 42,482 | | 500,013 | | | 3/1/2024 | 2/12/2024 | | | | | | | 21,241 | 500,013 | | Mark S. Banner | | | 150,000 | 300,000 | 600,000 | | | | | | | | 7/8/2024 | 6/27/2024 | | | | 17,592 | 35,184 | 70,368 | | 450,003 | | | 7/8/2024 | 6/27/2024 | | | | | | | 35,184 | 450,003 |
Grants of Plan-Based Awards in 2024
| (1) This column indicates if the date on which our compensation committee approved the award differs from the award grant date. |
Grants of Plan-Based Awards in 2024
| (2) The amounts in this column represent the possible awards under the Short Term Incentive Plan (“STIP”). For NEOs other than Messrs. Wilkes and Banner, 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 2024 Summary Compensation Table. Pursuant to his offer letter, Mr. Wilkes was not eligible for an award under the 2024 STIP. Pursuant to his offer letter, Mr. Banner’s target STIP opportunity for 2024 was 60% of his base salary, with payout guaranteed at the threshold level. This amount was paid in March 2024, and is included in the Bonus column of the 2024 Summary Compensation Table. The material terms of Messrs. Wilkes and Mr. Banner’s offer letters are set forth above under the heading “Agreements with Named Executive Officers.” |
Grants of Plan-Based Awards in 2024
| (3) All of the awards reported in this table were made under the 2017 Omnibus Plan. |
Grants of Plan-Based Awards in 2024
| (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. |
Grants of Plan-Based Awards in 2024
| (5) One third of the restricted stock units reported in the table vest on the first three anniversaries of the grant date. |
Grants of Plan-Based Awards in 2024
| (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 7 to our Consolidated Financial Statements for the year ended December 28, 2024. |
Grants of Plan-Based Awards in 2024
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Outstanding Equity Awards at December 28, 2024
Outstanding Equity Awards at December 28, 2024
Outstanding Equity Awards at December 28, 2024
| | | 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) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested(1) ($) | | 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 | 29,685 | 45.66 | 3/5/2031 | | | | | | | | 3/2/2022 | | | | | | | 21,326(2) | 225,416 | | | 3/2/2022 | | | | | 14,217(3) | 150,274 | | | | | 3/3/2023 | | | | | | | 134,469(4) | 1,421,337 | | | 3/3/2023 | | | | | 89,646(5) | 947,558 | | | | | 3/1/2024 | | | | | | | 84,962(6) | 898,048 | | | 3/1/2024 | | | | | 84,962(7) | 898,048 | | | | Melissa Rasmussen | 7/29/2019 | 4,586(8) | | 31.73 | 7/29/2029 | | | | | | | 2/28/2020 | 1,948(8) | | 34.82 | 2/28/2030 | | | | | | | 3/5/2021 | 1,890(8) | | 45.66 | 3/5/2031 | | | | | | | 3/2/2022 | | | | | | | 2,297(2) | 24,279 | | | 3/2/2022 | | | | | 1,532(9) | 16,193 | | | | | 3/3/2023 | | | | | | | 19,611(4) | 207,288 | | | 3/3/2023 | | | | | 13,074(9) | 138,192 | | | | | 3/1/2024 | | | | | | | 10,621(6) | 112,264 | | | 3/1/2024 | | | | | 10,621(9) | 112,264 | | | | | 4/29/2024 | | | | | | | 5,669(6) | 59,921 | | | 4/29/2024 | | | | | 5,669(9) | 59,921 | | | | Alexander N. Wilkes | 8/19/2024 | | | | | 185,357(10) | 1,959,223 | | | | Patrick R. Moore | 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 | 7,557 | | 45.66 | 3/5/2031 | | | | | | | 3/2/2022 | | | | | | | 4,594(2) | 48,559 | | | 3/2/2022 | | | | | 3,063(3) | 32,376 | | | | | 10/5/2022 | | | | | 2,889(11) | 30,537 | | | | | 3/3/2023 | | | | | | | 33,618(4) | 355,342 | | | 3/3/2023 | | | | | 22,412(5) | 236,895 | | | | | 3/1/2024 | | | | | | | 21,241(6) | 224,517 | | | 3/1/2024 | | | | | 21,241(7) | 224,517 | | | | Mark S. Banner | 7/8/2024 | | | | | | | 35,184(6) | 371,895 | | | 7/8/2024 | | | | | 35,184(12) | 371,895 | | |
Outstanding Equity Awards at December 28, 2024
| (1) The amounts in this column were calculated by multiplying, $10.57 the closing market price of our common stock on December 27, 2024, the last trading day of the fiscal year, by the number of unvested shares or units. |
Outstanding Equity Awards at December 28, 2024
| (2) For the PSUs granted in 2022, performance through December 28, 2024, was below the applicable threshold level and, in accordance with SEC rules, such units are included in this table at the threshold level. The performance period for these PSUs ended on December 28, 2024, but the PSUs remained subject to certification of results by the compensation committee. In February 2025, the compensation committee certified the level of achievement for the 2022 PSUs, which did not meet the minimum threshold performance requirements. As a result, all PSUs granted in 2022 were forfeited, no shares were earned by the executives, and the PSUs are no longer outstanding. |
Outstanding Equity Awards at December 28, 2024
| (3) These RSUs vested on March 2, 2025. |
Outstanding Equity Awards at December 28, 2024
| (4) For the PSUs granted in 2023, performance through December 28, 2024, was at the target level and, in accordance with SEC rules, such units are included in this table at the target level. |
Outstanding Equity Awards at December 28, 2024
| (5) Includes RSUs representing one-third of the original grant that vested on March 3, 2025, as follows: Mr. Fahs (44,823) and Mr. Moore (11,206). The remaining RSUs will vest on March 3, 2026. |
Outstanding Equity Awards at December 28, 2024
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Outstanding Equity Awards at December 28, 2024
| (6) For the PSUs granted in 2024, performance through December 28, 2024, was between the applicable target and threshold levels and nearer to the applicable target level and, in accordance with SEC rules, such units are included in this table at the target level. |
Outstanding Equity Awards at December 28, 2024
| (7) Includes RSUs representing one-third of the original grant that vested on March 1, 2025, as follows: Mr. Fahs (28,320) and Mr. Moore (11,206). Half of the remaining RSUs will vest on each of March 3, 2025, and March 3, 2026. |
Outstanding Equity Awards at December 28, 2024
| (8) These options were canceled upon termination of Ms. Rasmussen’s employment with the Company. |
Outstanding Equity Awards at December 28, 2024
| (9) These RSUs were forfeited upon termination of Ms. Rasmussen’s employment with the Company. |
Outstanding Equity Awards at December 28, 2024
| (10) One-third of these RSUs will vest on each of August 19, 2025, August 19, 2026, and August 19, 2027. |
Outstanding Equity Awards at December 28, 2024
| (11) The remaining RSUs will vest on October 5, 2025. |
Outstanding Equity Awards at December 28, 2024
| (12) One-third of these RSUs will vest on each of July 8, 2025, July 8, 2026, and July 8, 2027. |
Option Exercises and Stock Vested in 2024
Option Exercises and Stock Vested in 2024 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 28, 2024.
Option Exercises and Stock Vested in 2024
| Named Executive Officer | Option Awards | | Restricted Stock Units and Performance Stock Units | | | | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise(1) ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(2) ($) | | L. Reade Fahs | — | — | 84,137 | 1,957,496 | | Melissa Rasmussen | — | — | 9,667 | 226,090 | | Alexander N. Wilkes | — | — | — | — | | Patrick R. Moore | 21,360 | 70,808 | 23,546 | 510,925 | | Mark S. Banner | — | — | — | — |
Option Exercises and Stock Vested in 2024
| (1) The “Value Realized on Exercise” was calculated in accordance with SEC rules by multiplying the gross number of shares underlying the exercised stock options times the difference between the closing price of our common stock on the exercise date and the exercise price of the option and, along with the “Number of Shares Acquired on Exercise,” has not been reduced to account for any shares withheld by the company to satisfy the exercise price or tax liability incident to the exercise of stock options. |
Option Exercises and Stock Vested in 2024
| (2) The “Value Realized on Vesting” was calculated in accordance with SEC 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. |
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. The following descriptions of potential payments to our named executive officers upon termination of employment or a change of control are qualified in their entirety by reference to the relevant policy, plan or agreement. All such payments and benefits will be paid or provided by us or National Vision, Inc. A “Qualifying Termination” under the arrangements means termination of employment by the Company without cause or by the executive for good reason. “Cause” under the arrangements generally refers to specified types of serious misconduct that may harm our company. In some cases, executive officers have “good reason” to terminate their employment if there is a material negative change to their working conditions or position within our organization or if we breach the terms of the agreements. “Disability” generally means the complete and permanent inability of the executive by reason of illness or accident to perform their duties. The definitions may vary among different arrangements.
Potential Payments upon Termination or Change in Control
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Potential Payments upon Termination or Change in Control
A “change in control” under the 2017 Omnibus Plan generally will occur if: any person becomes the beneficial owner of securities representing 50% or more of our outstanding shares of common stock or combined voting power, including by purchase, merger, consolidation, combination or other similar transaction; specified changes occur to our incumbent board of directors; or we complete a plan of complete liquidation or dissolution or the sale or disposition of all or substantially all of our assets occurs. The complete definitions of cause, good reason, disability and change in control are set forth in the policy and agreements described herein, all of which we have filed with the SEC.
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 28, 2024. Consistent with SEC requirements, these estimated amounts have been calculated as if the NEO’s employment had been terminated as of December 28, 2024, the last day of fiscal 2024, and using the closing market price of our common stock on December 27, 2024, the last trading day in fiscal 2024 ($10.57 per share). All outstanding stock options were fully-vested as of December 28, 2024; accordingly, we did not include such stock options in the disclosure below.
Potential Payment upon Termination of Employment
| Named Executive Officer | Severance Benefit(1) ($) | Continuation of Health Benefits(2) ($) | Performance Stock Units (3) ($) | Restricted Stock Units(4) ($) | | L. Reade Fahs | | | | | | Qualifying Termination of Employment | 4,120,000 | 1,428 | — | 124,336 | | Qualifying Termination following Change in Control | 5,170,000 | 1,786 | 2,770,207 | 1,995,880 | | Termination Upon Death or Disability | — | — | 2,770,207 | 1,995,880 | | Retirement(5) | — | — | — | 763,537 | | Melissa Rasmussen(6) | | | | | | Qualifying Termination of Employment | 1,237,500 | 40,917 | — | 13,398 | | Qualifying Termination following Change in Control | 1,670,000 | 54,556 | 428,032 | 326,571 | | Termination Upon Death or Disability | — | — | 428,032 | 326,571 | | Retirement(5) | — | — | — | — | | Alexander N. Wilkes | | | | | | Qualifying Termination of Employment | 1,575,000 | 17,936 | — | 708,541 | | Qualifying Termination following Change in Control | 2,120,000 | 23,915 | — | 1,959,223 | | Termination Upon Death or Disability | — | — | — | 1,959,223 | | Retirement(5) | — | — | — | — | | Patrick R. Moore | | | | | | Qualifying Termination of Employment | 1,706,250 | 40,917 | — | 26,788 | | Qualifying Termination following Change in Control | 2,295,000 | 54,556 | 676,966 | 524,325 | | Termination Upon Death or Disability | — | — | 676,966 | 524,325 | | Retirement(5) | — | — | 193,701 | | | Mark S. Banner | | | | | | Qualifying Termination of Employment | 950,000 | 27,278 | — | 177,287 | | Qualifying Termination following Change in Control | 1,370,000 | 40,917 | 371,895 | 371,895 | | Termination Upon Death or Disability | — | — | 371,895 | 371,895 | | Retirement(5) | — | — | — | — |
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, 1.5 for Ms. Rasmussen and Messrs. Wilkes and Moore, and 1.0 for Mr. Banner, payable over a period of 24 months for Mr. Fahs, 18 months for Ms. Rasmussen and Messrs. Wilkes and Moore, and 12 months for Mr. Banner) 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, 2.0 for Ms. Rasmussen and Messrs. Wilkes and Moore, and 1.5 for Mr. Banner), 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. |
Potential Payment upon 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 a period of 24 months for Mr. Fahs, 18 months for Ms. Rasmussen and Messrs. Wilkes and Moore, and 12 months for Mr. Banner and (ii) upon a Qualifying Termination of employment in the two-year period following a change in control, for a period of 30 months for Mr. Fahs, 24 months for Ms. Rasmussen and Messrs. Wilkes and Moore, and 18 months for Mr. Banner. |
Potential Payment upon Termination of Employment
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Potential Payment upon Termination of Employment
| (3) 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 $10.57 per share on December 27, 2024, the last in fiscal 2024. |
Potential Payment upon Termination of Employment
| (4) 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 $10.57 per share on December 27, 2024, the last trading day in fiscal 2024. |
Potential Payment upon Termination of Employment
| (5) 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. |
Potential Payment upon Termination of Employment
| (6) Ms. Rasmussen’s employment with the Company was terminated on March 3, 2025, and she received the severance benefits described herein for a Qualifying Termination of Employment as of that date. See “Transition and Separation Agreement with Ms. Rasmussen” for a description of her transition and separation agreement. |
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 2024:
CEO Pay Ratio
| • | the median of the annual total compensation of all our employees (other than Mr. Fahs, our CEO), was $30,298; and |
CEO Pay Ratio
| • | the annual total compensation of Mr. Fahs, our CEO, as reported in the Summary Compensation Table was $5,052,663. |
CEO Pay Ratio
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 167:1. To determine this pay ratio, we identified our median employee using our employee population as of November 1, 2024, which consisted of approximately 13,254 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 2024 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 2024 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 2023. After identifying our median employee, we calculated the median employee’s compensation for fiscal 2024 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.
CEO Pay Ratio
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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.”
Pay Versus Performance
| Year(1) | Summary Compensation Table Total for PEO ($) | Compensation Actually Paid to PEO(2)(3)(4) ($) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers ($) | Average Compensation Actually Paid to Non-PEO Named Executive Officers(2)(3)(5) ($) | Value of Initial Fixed $100 Investment Based On:(6) | | Net Income(7) (000s) ($) | Adjusted Operating Income(7)(8) (000s) ($) | | | | | | | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($) | | | | 2024 | 5,052,663 | (818,685) | 1,681,528 | 992,290 | 31.93 | 146.87 | (27,165) | 65,489 | | 2023 | 8,617,438 | 6,765,366 | 1,966,566 | 1,578,640 | 63.23 | 216.96 | (65,901) | 72,321 | | 2022 | 4,273,302 | 757,212 | 1,083,585 | 184,561 | 117.10 | 182.73 | 42,122 | 87,795 | | 2021 | 5,728,490 | 6,667,573 | 1,465,467 | 1,644,163 | 144.98 | 132.30 | 128,244 | 204,749 | | 2020 | 3,976,328 | 6,195,764 | 1,026,347 | 1,619,425 | 136.83 | 111.70 | 36,277 | 134,148 |
Pay Versus Performance
| (1) The table below shows who were the Principal Executive Officer (“PEO”) and Non-PEO NEOs for the indicated year: |
Pay Versus Performance
| Year | PEO | Non-PEO NEOs | | 2024 | L. Reade Fahs | Melissa Rasmussen, Alexander N. Wilkes, Patrick R. Moore, Mark S. Banner | | 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 |
Pay Versus Performance
| (2) The numbers in this column have been revised from the numbers previously reported due to an error in the calculation model used by the Company. |
Pay Versus Performance
| (3) 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, and 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, 33% at FYE 2023, and 0% at FYE 2024, and the actual achievement at vesting in 2025 was 0%. 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 and 100% at FYE 2024. The estimated probability of achievement of the 2024 PSUs, which are based on growth in Adjusted Operating Income and ROIC, was 76% at FYE 2024. |
Pay Versus Performance
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Pay Versus Performance
| (4) As required by SEC rules, “compensation actually paid” to our PEO for the fiscal year indicated reflect the following adjustments from Total Compensation reported in the Summary Compensation Table: |
Pay Versus Performance
| | 2024 | 2023 | 2022 | 2021 | 2020 | | Total Reported in Summary Compensation Table (SCT) | $5,052,663 | $8,617,438 | $4,273,302 | $5,728,490 | $3,976,328 | | Less, Value of Stock and Option Awards Reported in SCT | (4,000,011) | (6,000,007) | (3,250,006) | (2,750,013) | (2,250,059) | | Plus, Fiscal Year-End Value of Awards Granted in Fiscal Year that are Unvested and Outstanding | 1,561,057 | 6,473,203 | 2,204,149 | 2,836,856 | 3,316,570 | | Plus/Minus, Change in Fair Value of Prior Year Awards that are Unvested and Outstanding | (3,634,860) | (1,334,361) | (1,351,514) | 759,172 | 1,149,761 | | Plus, Fair Market Value of Awards Granted this Year that Vested in Fiscal Year | — | — | — | — | — | | Plus/Minus, Change in Fair Value (from Prior Fiscal Year-End) of Prior Year Awards that Vested in Fiscal Year | 202,466 | (990,908) | (1,118,719) | 93,067 | 3,165 | | Minus, Prior Fiscal Year-End Fair Value of Prior Year Awards that Failed to Vest in Fiscal Year | — | — | — | — | — | | Total Adjustments | (5,871,348) | (1,852,072) | (3,516,090) | 939,083 | 2,219,436 | | “Compensation Actually Paid” for the Fiscal Year | $(818,685) | $6,765,366 | $757,212 | $6,667,573 | $6,195,764 |
Pay Versus Performance
| (5) As required by SEC rules, “compensation actually paid” to our non-PEO NEOs for the fiscal year indicated reflect the following adjustments from Total Compensation reported in the Summary Compensation Table: |
Pay Versus Performance
| | 2024 | 2023 | 2022 | 2021 | 2020 | | Total Reported in Summary Compensation Table (SCT) | $1,681,528 | $1,966,566 | $1,083,585 | $1,465,467 | $1,026,347 | | Less, Value of Stock and Option Awards Reported in SCT | (1,150,018) | (1,018,775) | (645,055) | (525,068) | (455,028) | | Plus, Fiscal Year-End Value of Awards Granted in Fiscal Year that are Unvested and Outstanding | 816,864 | 1,099,122 | 365,675 | 519,648 | 652,041 | | Plus/Minus, Change in Fair Value of Prior Year Awards that are Unvested and Outstanding | (359,394) | (225,079) | (170,474) | 140,426 | 345,332 | | Plus, Fair Market Value of Awards Granted this Year that Vested in Fiscal Year | — | — | — | — | — | | Plus/Minus, Change in Fair Value (from Prior Fiscal Year-End) of Prior Year Awards that Vested in Fiscal Year | 3,310 | (243,194) | (211,438) | 43,698 | 78,643 | | Minus, Prior Fiscal Year-End Fair Value of Prior Year Awards that Failed to Vest in Fiscal Year | — | — | — | — | — | | Minus, Forfeited Awards in Fiscal Year | — | — | (237,733) | — | (27,910) | | Total Adjustments | (689,238) | (387,926) | (899,025) | 178,696 | 593,077 | | “Compensation Actually Paid” for the Fiscal Year | $992,290 | $1,578,640 | $184,561 | $1,644,163 | $1,619,425 |
Pay Versus Performance
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Pay Versus Performance
| (6) 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 2024 10-K pursuant to Item 201(e) of Regulation S-K. The numbers in this column for Peer Group Total Shareholder Return have been revised from the numbers previously reported due to an error in the calculation model used by the Company. |
Pay Versus Performance
| (7) During fiscal 2024, the Company ceased its Walmart and AC Lens operations, and our operations related to Walmart. As of June 29, 2024, our former Legacy reportable segment, as well as the majority of our AC Lens operations, met the requirements to be classified as discontinued operations. Accordingly, we classified the results of these operations as discontinued operations, and Net Income and Adjusted Operating Income included in this table for fiscal 2024 relate to continuing operations. |
Pay Versus Performance
| (8) Adjusted Operating Income is a non-GAAP measure that we define as net income (loss), plus interest expense (income), net and income tax provision (benefit), further adjusted to exclude stock-based compensation expense, (gain) loss on extinguishment of debt, asset impairment, litigation settlement, secondary offering expenses, management realignment expenses, long-term incentive plan expenses, ERP and CRM 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. |
Compensation Actually Paid and Cumulative Total Shareholder Return (TSR)
Compensation Actually Paid and Cumulative Total Shareholder Return (TSR)
Compensation Actually Paid and Net Income
Compensation Actually Paid and Net Income
Compensation Actually Paid and Net Income
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Compensation Actually Paid and Adjusted Operating Income
Compensation Actually Paid and Adjusted Operating Income
Compensation Actually Paid and Adjusted Operating Income
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