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Letter to Stockholders from our Chairman of the Board of Directors and Chief Executive Officer |
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D. Randolph Peeler
Chairman of the Board of Directors |
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L. Reade Fahs Chief Executive Officer |
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DATE & TIME
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| | 1:00 p.m. Eastern Time, on Wednesday, June 15, 2022. | |
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VIRTUAL MEETING INFORMATION
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| | The virtual Annual Meeting will be held exclusively online at meetnow.global/MYH4QL4. While you will not be able to attend the Annual Meeting at a physical location, we are committed to ensuring that stockholders will be afforded the same rights and opportunities to participate as they would at an in-person meeting. You will be able to attend and participate in the Annual Meeting online, vote your shares electronically and submit questions to be addressed during the meeting. To attend the meeting virtually, please visit the meeting website and enter your control number. | |
| | | | We are continuing to leverage the latest technology to provide expanded access, improved communication and cost savings for our stockholders and the Company. Thus, it is very important that you retain your Notice, proxy card and related materials, including your control number, through the date of the virtual Annual Meeting. | |
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ITEMS OF BUSINESS
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1.
To elect the three director nominees listed in the Proxy Statement, each for a term of one year.
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2.
To approve, in a non-binding advisory vote, the compensation paid to the named executive officers.
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3.
To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal 2022.
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4.
To consider such other business as may properly come before the Annual Meeting and any adjournments or postponements thereof.
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RECORD DATE
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| | You may vote at the virtual Annual Meeting if you were a stockholder of record at the close of business on April 18, 2022. | |
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VOTING
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| | You may vote your shares on the Internet, by telephone or by completing, signing and promptly returning a proxy card or you may attend the Annual Meeting online, vote your shares and submit questions during the live meeting by visiting meetnow.global/MYH4QL4. Voting online, by telephone or by returning your proxy card does not deprive you of your right to attend the Annual Meeting online. If you do attend the Annual Meeting online and wish to vote your shares online during the Annual Meeting, you may do so and such vote will supersede any prior vote recorded. Voting procedures are described on the following page and on the Notice of Internet Availability of Proxy Materials and the proxy card. | |
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Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting
to Be Held on Wednesday, June 15, 2022: This Proxy Statement and our Annual Report are available free of charge at www.edocumentview.com/EYE. |
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Date & Time
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Location
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Record Date
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June 15, 2022
1:00 p.m., Eastern Time |
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The Annual Meeting will be held exclusively online at
meetnow.global/MYH4QL4 |
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Record holders as of April 18, 2022 are entitled to notice of, and to vote at, the Annual Meeting
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| | On or about April 26, 2022, we started mailing the Notice of Internet Availability of Proxy Materials to our stockholders. | | |
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Company Proposals
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Board
Recommendation |
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| | Proposal 1: Elect the Three Director Nominees of the Company, each for a term of one year | | | |
FOR EACH NOMINEE
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| | Proposal 2: Non-Binding Advisory Vote to Approve Our Executive Compensation | | | |
FOR
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| | Proposal 3: Ratification of Deloitte & Touche LLP as Our Independent Auditor for 2022 | | | |
FOR
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Governance Highlights
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✓
Phase-out of classified Board structure
✓
Independent, non-executive Chair of the Board
✓
All independent directors, except our CEO
✓
100% independent Board committees
✓
6 new independent directors since IPO
✓
6 experienced current and former CEOs/CFOs
✓
5 diverse directors, including 2 directors of racial/ethnic diversity
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✓
Robust director and executive stock ownership guidelines
✓
Anti-hedging and pledging policy
✓
Strong stockholder engagement program
✓
Formal disclosure committee for financial reporting purposes
✓
Annual robust Board and Committee self-assessments
✓
Regular Board executive sessions without management
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Directors
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Age
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Director
Since |
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Occupation
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Director
Class(1) |
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Committee
Membership |
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L. Reade Fahs(2)
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61
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2014
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| | | Chief Executive Officer, National Vision | | | |
I
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| | | — | | |
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D. Randolph Peeler(3)
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57
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2014
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| | | Managing Director, Berkshire Partners LLC | | | |
II
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Nominating & Corporate Governance Committee
Compensation Committee
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| | Jose Armario | | | |
63
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2021
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| | | CEO, Bojangles’, Inc. | | | |
II
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| | | Nominating & Corporate Governance Committee | | |
| | Heather Cianfrocco | | | |
48
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2019
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| | | CEO, OptumRX at UnitedHealth Group | | | |
II
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Compensation Committee
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| | Virginia Hepner | | | |
64
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2018
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| | | Retired CEO, The Woodruff Arts Center | | | |
III
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Nominating & Corporate
Governance Committee
(Chair)
Audit Committee
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| | Susan S. Johnson | | | |
56
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2020
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| | | Chief Marketing Officer, Prudential Financial, Inc. | | | |
I
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| | | Audit Committee | | |
| | Naomi Kelman | | | |
63
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2020
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Former President and CEO, Willow
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I
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| | | Audit Committee | | |
| | Thomas V. Taylor, Jr. | | | |
56
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2018
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| | | CEO, Floor & Decor | | | |
III
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Compensation Committee
(Chair)
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| | David M. Tehle | | | |
65
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2017
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| | | Retired CFO, Dollar General | | | |
III
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| | | Audit Committee (Chair) | | |
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What We Do:
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What We Don’t Do:
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✓
Pay for performance
✓
Maintain robust stock ownership guidelines for our named executive officers (“NEOs”)
✓
Require our NEOs to retain 50% of vested awards net of tax withholdings until they have met our ownership guidelines
✓
Engage an independent compensation consultant to advise us on matters surrounding our compensation plans
✓
Review our compensation programs annually to prevent undue risk taking
✓
Hold an annual say-on-pay vote
✓
Establish target and maximum awards under our annual cash incentive program
✓
Maintain an established stockholder engagement program
✓
Require “Double-Trigger” vesting for Change in Control in equity awards
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| | |
✗
No excise tax gross-ups upon a Change in Control
✗
No hedging of the Company’s stock by NEOs or directors
✗
No supplemental executive retirement plans
✗
No re-pricing of stock options without stockholder approval
✗
No significant perquisites for executive officers
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| | What Am i Voting on? Stockholders are being asked to elect each of the three director nominees named in this proxy statement to hold office until the 2023 annual meeting and until their respective successors are elected and qualified. | | |
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Voting Recommendation. Our Board of Directors recommends stockholders vote FOR the election of each director nominee named in this proxy statement. The nominating and corporate governance committee evaluated and recommended the director nominees in accordance with its charter and our Corporate Governance Guidelines.
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Vote Required. To be elected, a director must receive a plurality of the votes cast in respect of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors, which means that the director nominees with the greatest number of FOR votes cast will be elected.
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D. Randolph Peeler
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Director since: March 2014
Age: 57
Other Public Boards: 0
PRINCIPAL OCCUPATION AND OTHER INFORMATION
Mr. Peeler joined Berkshire Partners LLC (“Berkshire”) in 1996 and became a Managing Director in 2000. Before joining Berkshire, Mr. Peeler co-founded a privately-owned healthcare services company and also served as Special Assistant for the Assistant Secretary for Economic Policy in the U.S. Department of the Treasury. Mr. Peeler previously worked as a consultant with Cannon Associates and Bain & Co. Mr. Peeler is or has been a director of several Berkshire portfolio companies, including Affordable Care, Inc. and Curriculum Associates, LLC. Mr. Peeler also serves on the boards of DVx Ventures and Milk Street Kitchen and on the boards of multiple non-profit organizations including Boys and Girls Club of Boston, Huntington Theater Company and Unite America Institute. In addition, Mr. Peeler is on the board of visitors for the Sanford School of Public Policy, Duke University. Mr. Peeler has an A.B. from Duke University and an M.B.A. from Harvard Business School. 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, financial/accounting experience and human capital experience.
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Heather Cianfrocco
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Director since: July 2019
Age: 48
Other Public Boards: 0
PRINCIPAL OCCUPATION AND OTHER INFORMATION
Ms. Cianfrocco is the Chief Executive Officer, OptumRX at UnitedHealth Group and has served in that role since April 2021. Ms. Cianfrocco previously served as the Chief Executive Officer of OptumHealth Services from July 2020 until April 2021 and as the Chief Executive Officer of UnitedHealthcare Community & State from February 2018 until July 2020. From July 2017 until February 2018, Ms. Cianfrocco served as Senior Vice President of Health Advancement and Clinical Transformation for UnitedHealthcare Medicare & Retirement. From June 2016 until July 2017, she served as senior vice president of Clinical Strategy and Operations for UnitedHealthcare Community & State. Prior to that, Ms. Cianfrocco was the Northeast Region President for UnitedHealthcare Community & State from June 2012 until June 2016. Throughout her time with UnitedHealthcare, she has held other leadership positions within Community & State in legal, compliance, operations, and contracting. Before joining UnitedHealthcare, Ms. Cianfrocco worked in private legal practices in Pittsburgh, Pennsylvania where she concentrated on corporate and securities law, representing health care entities in mergers and acquisitions. In addition, Ms. Cianfrocco is an advisory board member of Pharmaceutical Care Management Associates and serves as an advisory board member of UnitedHealth Foundation as well as The Salvation Army of Western Pennsylvania—Allegheny County. Ms. Cianfrocco has a Bachelor of Arts degree from Pennsylvania State University, a Juris Doctorate from Duquesne University School of Law, and a Masters in Health Care Delivery Science from Dartmouth College. Ms. Cianfrocco brings to our Board of Directors senior leadership, healthcare industry and government/regulatory experience from her position as CEO of a large, national, multiple market healthcare company.
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Jose Armario
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Director since: February 2021
Age: 63
Other Public Boards: 0
PRINCIPAL OCCUPATION AND OTHER INFORMATION
Mr. Armario is the Chief Executive Officer and President of Bojangles’, Inc., a restaurant operator and franchisor, and has served in this role since January 2019. From January 2016 until January 2019, Mr. Armario was the founder and Chief Executive Officer of Armario Enterprises, LLC and PowerC, LLC. He retired as Executive Vice President of Worldwide Supply Chain, Development, and Franchising of McDonald’s Corporation in October 2015, after having held that position since August 2011. Mr. Armario has over 38 years of experience turning around key markets and geographies. Currently, Mr. Armario serves as a director at Bojangles’, Inc. and as a director for Golden State Foods and The Greg Olsen Foundation. He is also a member of the President’s Council of the University of Miami. He earned his Associate of Arts degree in Business Administration from Miami-Dade Community College. He holds a Master of Science degree in Management from the University of Miami and a CEO Perspective Course completion from Northwestern University. Mr. Armario brings to our Board of Directors senior leadership, public company board and retail industry experience from his role as CEO of Bojangles, prior executive positions and board work, along with optical/healthcare industry, marketing ESG/sustainability and human capital experience.
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Thomas V. Taylor, Jr.
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Director since: September 2018
Age: 56
Other Public Boards: 1
PRINCIPAL OCCUPATION AND OTHER INFORMATION
Mr. Taylor has served as Floor & Decor’s Chief Executive Officer and as a director since December 2012, including during its 2017 IPO. Starting his retail career working at a Miami Home Depot store in 1983 at the age of 16, Mr. Taylor worked his way up through various operations roles to eventually serve as Executive Vice President of Operations responsible for all 2,200 Home Depot Stores; he also held the role of Executive Vice President of Merchandising and Marketing again for all stores. From 2006 to 2012, Mr. Taylor was Managing Director at Sun Capital Partners, during which time he served as a board member for more than 20 portfolio companies domestically and in Europe. Mr. Taylor also serves on the board of directors of Cooper’s Hawk, a differentiated wine club and restaurant concept. Mr. Taylor brings to our Board of Directors extensive experience as a director and senior leader, along with retail industry knowledge, from his position as CEO of Floor & Decor and past board work, along with financial/accounting, marketing and human capital experience.
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Virginia A. Hepner
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Director since: January 2018
Age: 64
Other Public Boards: 2
PRINCIPAL OCCUPATION AND OTHER INFORMATION
Ms. Hepner is the former President and Chief Executive Officer of The Woodruff Arts Center in Atlanta, Georgia, having served in that position from July 2012 to July 2017. Ms. Hepner has over 25 years of corporate banking experience with Wachovia Bank and its predecessors, having held numerous positions in corporate finance and capital markets until retiring in 2005 as an Executive Vice President. With the merger between Bancorp South and Cadence Bank in October 2021, Ms. Hepner became Chair of the audit committee and a member of the executive compensation committee of the new Cadence Bank. Her board service with predecessor banks of Cadence Bank began in September 2010 with State Bank & Trust Company. Additionally, Ms. Hepner joined the board of directors of Oxford Industries, Inc. in 2016, serving on its nominating, compensation and governance committee. Ms. Hepner holds a bachelor’s degree in finance from The Wharton School of the University of Pennsylvania and attended the Kellogg School of Management at Northwestern University. In addition, Ms. Hepner serves on multiple non-profit boards including, the Westside Future Fund, The Community Foundation for Greater Atlanta Investment Committee, PennIUR Advisory Board of the University of Pennsylvania, Reach Foundation of Georgia advisory board, Agnes Scott College advisory board, and the Georgia Chapter of the International Women’s Forum. Ms. Hepner also was elected a Life Trustee of The Woodruff Arts Center. Ms. Hepner brings to our Board of Directors senior leadership experience and public company board knowledge from her time as CEO of The Woodruff Arts Center and positions on the boards of Cadence Bank and Oxford Industries, along with and extensive corporate finance knowledge and ESG and human capital experience.
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David M. Tehle
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Director since: July 2017
Age: 65
Other Public Boards: 2
PRINCIPAL OCCUPATION AND OTHER INFORMATION
Mr. Tehle retired from Dollar General Corporation in July 2015 as Executive Vice President and Chief Financial Officer, having served in that role since 2004. Dollar General Corporation is a value discount retailer. Mr. Tehle has been a director of Jack in the Box Inc. since December 2004, serving on the audit and finance committees. Additionally, he joined the board of directors of US Foods Holding Corp. in 2016, and serves on the audit and compensation committees. From 2016 until 2019, he was a member of the board of directors of Genesco, Inc. and he also served on the audit committee. Mr. Tehle holds a B.S. from the University of Wisconsin-Oshkosh and an M.B.A. from the University of Michigan’s Ross School of Business. Mr. Tehle brings to our Board of Directors senior leadership, financial/accounting, retail and cybersecurity and data/privacy experience from his time as CFO of Dollar General Corporation and public company board experience and retail industry knowledge from his prior and current board service.
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L. Reade Fahs
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Director since: March 2014
Age: 61
Other Public Boards: 0
PRINCIPAL OCCUPATION AND OTHER INFORMATION
Mr. Fahs has served as the Chief Executive Officer of National Vision, Inc. (“NVI”) since January 2003, having joined NVI in April 2002 as the President and Chief Operating Officer, and was appointed the Chief Executive Officer of National Vision Holdings, Inc. in March 2014. Prior to joining NVI, Mr. Fahs served as the Chief Executive Officer of First Tuesday and was Managing Director of Vision Express U.K. Previously, Mr. Fahs worked at LensCrafters, which he joined in 1986 for a decade of their most rapid growth. Mr. Fahs is the chairman of the board of directors of VisionSpring and a long-term Board member of RestoringVision. Mr. Fahs also serves on the boards of RestoringVision, Ditto Technologies, Inc., Affordable Care, Inc. and Atlanta’s Alliance Theatre. Mr. Fahs holds a B.A. degree in English Literature from Harvard College. Mr. Fahs brings to our Board extensive knowledge of the Company, its operations, business and the optical and retail industries and provides a unique perspective as our CEO.
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Susan Somersille Johnson
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Director since: October 2020
Age: 56
Other Public Boards: 1
PRINCIPAL OCCUPATION AND OTHER INFORMATION
Ms. Johnson is the Chief Marketing Officer for Prudential Financial, Inc. From 2014 to 2020, Ms. Johnson previously served as Executive Vice President and Chief Marketing Officer of Truist Financial, the bank holding company formed in 2019 following the merger of SunTrust Bank and BB&T. Ms. Johnson began her career as an engineer at Apple before taking on a series of high-profile global marketing leadership roles at organizations including NCR Corporation and Nokia. She served as the Vice President of Global Marketing at NCR Corp. from 2012 to 2014 and the Global Head of Operator Marketing at Nokia from 2007 to 2012. Ms. Johnson is a member of the board of directors of Constellation Brands, a leading beverage alcohol company, serving on its compensation committee. She also serves as a board member of United Way U.S.A. and Operation Hope. Ms. Johnson has a bachelor’s degree in engineering sciences from Harvard University and an M.B.A. in finance from The Wharton School of The University of Pennsylvania. Ms. Johnson brings to our Board of Directors extensive marketing, technology and retail experience and senior leadership experience from her current role at Prudential Financial and prior roles at Truist, NCR and Nokia.
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Naomi Kelman
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Director since: September 2020
Age: 63
Other Public Boards: 0
PRINCIPAL OCCUPATION AND OTHER INFORMATION
Ms. Kelman is the former President and Chief Executive Officer of Willow, a revolutionary new women’s health company, having served in that role from 2014 to 2019. From 2011 to 2012, Ms. Kelman served as the Global Division Head of Novartis OTC. Prior to that, Ms. Kelman served in a number of executive roles during her time at Johnson & Johnson from 2000 to 2011, including as President of Vistakon Americas (Acuvue contact lenses) from 2004 to 2009 and as President of LifeScan (OneTouch diabetes monitor) from 2009 to 2011. Before joining J&J, Ms. Kelman worked at Clairol, where she worked on a broad range of CPG personal care categories and was based in Europe for five years. Ms. Kelman started her career in finance at American Express. Ms. Kelman is a member of the board of directors of Mirvie, Brilliant Home Technology, Inc., Binx Health, Inc. and Blue River PetCare, serving as its board chair. Ms. Kelman has a Bachelor of Arts degree and an M.B.A. from Cornell University. Ms. Kelman brings to our Board of Directors extensive knowledge of the healthcare industry and senior leadership and human capital knowledge from her time as CEO of Willow and prior leadership roles in the optical and healthcare industries.
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Board Diversity Matrix (As of January 1, 2022)
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Total Number of Directors
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| | |
9
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Female
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| | |
Male
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| | |
Non-Binary
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| | |
Did Not
Disclose Gender |
| |
| | Part I: Gender Identity | | | | | | | | | | | | | | | | | | |
| | Directors | | | |
4
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| | |
5
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| | |
0
|
| | |
0
|
| |
| | Part II: Demographic Background | | | | | | | | | | | | | | | | | | |
| |
African American or Black
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| | |
1
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| | |
0
|
| | |
0
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| | |
0
|
| |
| |
Alaskan Native or Native American
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| | |
0
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| | |
0
|
| | |
0
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| | |
0
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| |
| |
Asian
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| | |
0
|
| | |
0
|
| | |
0
|
| | |
0
|
| |
| |
Hispanic or Latinx
|
| | |
0
|
| | |
1
|
| | |
0
|
| | |
0
|
| |
| |
Native Hawaiian or Pacific Islander
|
| | |
0
|
| | |
0
|
| | |
0
|
| | |
0
|
| |
| |
White
|
| | |
3
|
| | |
4
|
| | |
0
|
| | |
0
|
| |
| |
Two or More Races or Ethnicities
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| | |
0
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| | |
0
|
| | |
0
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| | |
0
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| |
| |
LGBTQ+
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| | |
0
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| | ||||||||||||
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Did Not Disclose Demographic Background
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| | |
0
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| | | | | |
Audit
Committee |
| | |
Nominating and Corporate
Governance Committee |
| | |
Compensation
Committee |
| |
| | L. Reade Fahs | | | | | | | | | | | | | | |
| | D. Randolph Peeler | | | | | | | |
X
|
| | |
X
|
| |
| | Jose Armario | | | | | | | |
X
|
| | | | | |
| | Heather Cianfrocco | | | | | | | | | | | |
X
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| | Virginia A. Hepner | | | |
X
|
| | |
Chair
|
| | | | | |
| | Susan S. Johnson | | | |
X
|
| | | | | | | | | |
| | Naomi Kelman | | | |
X
|
| | | | | | | | | |
| | Thomas V. Taylor, Jr. | | | | | | | | | | | |
Chair
|
| |
| | David M. Tehle | | | |
Chair
|
| | | | | | | | | |
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Name
|
| | |
Fees earned or
paid in cash ($)(1) |
| | |
Stock
awards ($)(2) |
| | |
All other
compensation ($) |
| | |
Total
($) |
| | ||||||||||||
| | D. Randolph Peeler(3) | | | | | | 75,000 | | | | | | | — | | | | | | | — | | | | | | | 75,000 | | | |
| | Heather Cianfrocco(4) | | | | | | 75,000 | | | | | | | 100,000 | | | | | | | — | | | | | | | 175,000 | | | |
| | Virginia A. Hepner | | | | | | 85,000 | | | | | | | 100,000 | | | | | | | — | | | | | | | 185,000 | | | |
| | Susan S. Johnson | | | | | | 75,000 | | | | | | | 100,000 | | | | | | | — | | | | | | | 175,000 | | | |
| | Naomi Kelman | | | | | | 75,000 | | | | | | | 100,000 | | | | | | | — | | | | | | | 175,000 | | | |
| | Thomas V. Taylor, Jr. | | | | | | 90,000 | | | | | | | 100,000 | | | | | | | — | | | | | | | 190,000 | | | |
| | David M. Tehle | | | | | | 95,000 | | | | | | | 100,000 | | | | | | | — | | | | | | | 195,000 | | | |
| | Jose Armario | | | | | | 68,750 | | | | | | | 100,000 | | | | | | | — | | | | | | | 168,750 | | | |
| | What Am I voting on? As required pursuant to Section 14A of the Exchange Act, stockholders are being asked to approve, on an advisory basis, the compensation of our named executive officers as described in the Compensation Discussion and Analysis below. | | |
| | Voting Recommendation. Our Board of Directors recommends stockholders vote FOR the non-binding advisory vote to approve our named executive officer compensation. | | |
| | Vote Required. The proposal must be approved by a majority of the voting power of the shares of stock present in person or represented by proxy and entitled to vote at the Annual Meeting. Although this vote is advisory in nature, the compensation committee takes very seriously its role in the governance of the Company’s compensation programs and values thoughtful input from stockholders. The compensation committee will take into account the outcome of the advisory vote when considering future executive compensation decisions. | | |
| |
Name
|
| | |
Position
|
| |
| | L. Reade Fahs | | | | Chief Executive Officer and Director | | |
| | Patrick R. Moore | | | | Senior Vice President, Chief Financial Officer | | |
| | Roger Francis | | | | Senior Vice President, Chief Stores Officer | | |
| | Jared Brandman | | | | Senior Vice President, General Counsel and Secretary | | |
| | Bill Clark | | | | Senior Vice President, Chief People Officer | | |
| |
What We Do:
|
| | |
What We Don’t Do:
|
| |
| |
✓
Pay for performance
✓
Maintain robust stock ownership guidelines for our named executive officers (“NEOs”)
✓
Require our NEOs to retain 50% of vested awards net of tax withholdings until they have met our ownership guidelines
✓
Engage an independent compensation consultant to advise us on matters surrounding our compensation plans
✓
Review our compensation programs annually to prevent undue risk taking
✓
Hold an annual say-on-pay vote
✓
Establish target and maximum awards under our annual cash incentive program
✓
Maintain an established stockholder engagement program
✓
Require “Double-Trigger” vesting for Change in Control in equity awards
|
| | |
✗
No excise tax gross-ups upon a Change in Control
✗
No hedging of the Company’s stock by NEOs or directors
✗
No supplemental executive retirement plans
✗
No re-pricing of stock options without stockholder approval
✗
No significant perquisites for executive officers
|
| |
|
Align Technology, Inc.
At Home Group, Inc.(1) Caleres, Inc. Columbia Sportswear Co. Dentsply Sirona Inc. Five Below, Inc. Floor & Decor Holdings, Inc. ICU Medical, Inc. |
| |
Merit Medical Systems, Inc.
Ollie’s Bargain Outlet Holdings, Inc. Oxford Industries, Inc. Surgery Partners Inc. The Container Store Group, Inc. The Cooper Companies, Inc. West Pharmaceutical Services, Inc. |
|
| |
Named Executive Officer
|
| | |
2020 Base Salary
|
| | |
Percentage
Increase |
| | |
2021
Base Salary(1) |
| | |||||||||
| | L. Reade Fahs | | | | | $ | 955,000 | | | | | | | 3.0% | | | | | | $ | 983,650 | | | |
| | Patrick R. Moore | | | | | $ | 500,000 | | | | | | | 3.0% | | | | | | $ | 515,000 | | | |
| | Roger Francis | | | | | | N/A | | | | | | | N/A | | | | | | $ | 450,000 | | | |
| | Jared Brandman | | | | | $ | 350,000 | | | | | | | 10% | | | | | | $ | 385,000 | | | |
| | Bill Clark | | | | | $ | 350,000 | | | | | | | 3.0% | | | | | | $ | 360,500 | | | |
| | | | | |
STIP Adjusted Operating
Income(1) ($million) |
| | |
Payout
(% of Target) |
| | ||||||
| |
Maximum
|
| | | | $ | 175.2 | | | | | | | 200% | | | |
| |
Target
|
| | | | $ | 159.3 | | | | | | | 100% | | | |
| |
Threshold
|
| | | | $ | 143.4 | | | | | | | 50% | | | |
| | Actual | | | | | $ | 223.0 | | | | | |
|
200%
|
| | |
| |
Named Executive Officer
|
| | |
2021
Base Salary as of April 4, 2021 |
| | |
Target STIP
(as a percentage of Base Salary) |
| | |
Achievement
Factor (as a percentage of Base Salary) |
| | |
Final STIP
Payout Amount |
| | ||||||||||||
| | L. Reade Fahs | | | | | $ | 983,650 | | | | | | | 100% | | | | | | | 200% | | | | | | $ | 1,967,300 | | | |
| | Patrick R. Moore | | | | | $ | 515,000 | | | | | | | 65% | | | | | | | 130% | | | | | | $ | 669,500 | | | |
| | Roger Francis | | | | | $ | 450,000 | | | | | | | 50% | | | | | | | 100% | | | | | | $ | 450,000 | | | |
| | Jared Brandman | | | | | $ | 385,000 | | | | | | | 50% | | | | | | | 100% | | | | | | $ | 385,000 | | | |
| | Bill Clark | | | | | $ | 360,500 | | | | | | | 50% | | | | | | | 100% | | | | | | $ | 360,500 | | | |
| |
Named Executive Officer
|
| | |
Target
Grant Value ($) |
| | |
Time-Vesting
Stock Options (#) |
| | |
Performance-Vesting
Restricted Stock Units (PSUs) (#) |
| | |
Time-Vesting
Restricted Stock Units (RSUs) (#) |
| | ||||||||||||
| | L. Reade Fahs | | | | | $ | 2,750,000 | | | | | | | 29,685 | | | | | | | 30,114 | | | | | | | 15,057 | | | |
| | Patrick R. Moore | | | | | $ | 700,000 | | | | | | | 7,557 | | | | | | | 7,666 | | | | | | | 3,833 | | | |
| | Roger Francis | | | | | $ | 700,000 | | | | | | | 6,685 | | | | | | | 6,717 | | | | | | | 3,359 | | | |
| | Jared Brandman | | | | | $ | 350,000 | | | | | | | 3,779 | | | | | | | 3,833 | | | | | | | 1,917 | | | |
| | Bill Clark | | | | | $ | 350,000 | | | | | | | 3,779 | | | | | | | 3,833 | | | | | | | 1,917 | | | |
| |
Vesting of PSU Awards (2019 LTIP)
|
| | |||||||||||||||||||||
| |
Named Executive Officer
|
| | |
Number
of Target Shares |
| | |
Vesting
Percentage |
| | |
Number
of Shares delivered upon Vesting |
| | |||||||||
| | L. Reade Fahs | | | | | | 31,970 | | | | | | | 154.87% | | | | | | | 49,512 | | | |
| | Patrick R. Moore | | | | | | 8,526 | | | | | | | 154.87% | | | | | | | 13,205 | | | |
| |
Roger Francis(1)
|
| | | | | N/A | | | | | | | N/A | | | | | | | N/A | | | |
| | Jared Brandman | | | | | | 3,553 | | | | | | | 154.87% | | | | | | | 5,503 | | | |
| | Bill Clark | | | | | | 8,779 | | | | | | | 154.87% | | | | | | | 13,597 | | | |
| |
Name and Principal
Position |
| | |
Year
|
| | |
Salary
($)(2) |
| | |
Bonus
($)(3) |
| | |
Stock
Awards ($)(4) |
| | |
Option
Awards ($)(5) |
| | |
Non-Equity
Incentive Plan Compensation ($)(6) |
| | |
Change in
Pension Value and Nonqualified Deferred Compensation Earnings ($) |
| | |
All Other
Compensation ($)(7) |
| | |
Total
($) |
| | |||||||||||||||||||||||||||
| |
L. Reade Fahs
Chief Executive Officer |
| | | | | 2021 | | | | | | | 975,386 | | | | | | | — | | | | | | | 2,062,508 | | | | | | | 687,505 | | | | | | | 1,967,300 | | | | | | | — | | | | | | | 35,791 | | | | | | | 5,728,490 | | | |
| | | 2020 | | | | | | | 743,827 | | | | | | | 83,849 | | | | | | | 1,687,551 | | | | | | | 562,508 | | | | | | | 871,151 | | | | | | | — | | | | | | | 27,442 | | | | | | | 3,976,328 | | | | |||||
| | | 2019 | | | | | | | 919,211 | | | | | | | — | | | | | | | 1,125,024 | | | | | | | 1,125,001 | | | | | | | 1,281,776 | | | | | | | — | | | | | | | 36,815 | | | | | | | 4,487,827 | | | | |||||
| |
Patrick R. Moore
Senior Vice President and Chief Financial Officer |
| | | | | 2021 | | | | | | | 510,673 | | | | | | | — | | | | | | | 525,044 | | | | | | | 175,020 | | | | | | | 669,500 | | | | | | | | | | | | | | 11,437 | | | | | | | 1,891,674 | | | |
| | | 2020 | | | | | | | 447,115 | | | | | | | 28,550 | | | | | | | 750,023 | | | | | | | 250,007 | | | | | | | 296,450 | | | | | | | — | | | | | | | 7,287 | | | | | | | 1,779,432 | | | | |||||
| | | 2019 | | | | | | | 444,231 | | | | | | | — | | | | | | | 600,031 | | | | | | | 300,014 | | | | | | | 371,669 | | | | | | | — | | | | | | | 8,153 | | | | | | | 1,724,098 | | | | |||||
| |
Roger Francis(1)
Senior Vice President, Chief Stores Officer |
| | | | | 2021 | | | | | | | 285,577 | | | | | | | 145,307 | | | | | | | 525,060 | | | | | | | 175,013 | | | | | | | 450,000 | | | | | | | — | | | | | | | 190,981 | | | | | | | 1,771,938 | | | |
| |
Jared Brandman(1)
Senior Vice President, General Counsel and Secretary |
| | | | | 2021 | | | | | | | 374,904 | | | | | | | — | | | | | | | 262,545 | | | | | | | 87,522 | | | | | | | 385,000 | | | | | | | — | | | | | | | 11,724 | | | | | | | 1,121,695 | | | |
| | | 2020 | | | | | | | 328,462 | | | | | | | 15,365 | | | | | | | 187,506 | | | | | | | 62,509 | | | | | | | 159,635 | | | | | | | — | | | | | | | 6,809 | | | | | | | 760,286 | | | | |||||
| | | 2019 | | | | | | | 298,915 | | | | | | | — | | | | | | | 425,031 | | | | | | | 125,008 | | | | | | | 208,409 | | | | | | | — | | | | | | | 5,550 | | | | | | | 1,062,913 | | | | |||||
| |
Bill Clark(1)
Senior Vice President, Chief People Officer |
| | | | | 2021 | | | | | | | 357,471 | | | | | | | — | | | | | | | 262,545 | | | | | | | 87,522 | | | | | | | 360,500 | | | | | | | — | | | | | | | 8,522 | | | | | | | 1,076,560 | | | |
| | | 2020 | | | | | | | 315,385 | | | | | | | 15,365 | | | | | | | 240,049 | | | | | | | 80,004 | | | | | | | 159,635 | | | | | | | — | | | | | | | 7,375 | | | | | | | 817,813 | | | | |||||
| | | 2019 | | | | | | | 171,077 | | | | | | | 50,000 | | | | | | | 550,027 | | | | | | | 250,005 | | | | | | | 119,278 | | | | | | | — | | | | | | | 162,646 | | | | | | | 1,303,033 | | | |
| |
NEO
|
| | |
Employer
401(k) Matching Contributions ($)(a) |
| | |
Life
Insurance Premiums ($)(b) |
| | |
Disability
and AD&D Insurance Premiums ($)(c) |
| | |
Other
($)(d) |
| | |
Total
($) |
| | |||||||||||||||
| | L. Reade Fahs | | | | | | 17,333 | | | | | | | 480 | | | | | | | 3,316 | | | | | | | 14,662 | | | | | | | 35,791 | | | |
| | Patrick R. Moore | | | | | | 5,460 | | | | | | | 480 | | | | | | | 920 | | | | | | | 4,578 | | | | | | | 11,437 | | | |
| | Roger Francis | | | | | | 3,115 | | | | | | | 200 | | | | | | | 1,164 | | | | | | | 186,502 | | | | | | | 190,981 | | | |
| | Jared Brandman | | | | | | 4,846 | | | | | | | 480 | | | | | | | 2,716 | | | | | | | 3,683 | | | | | | | 11,724 | | | |
| | Bill Clark | | | | | | 6,510 | | | | | | | 480 | | | | | | | 920 | | | | | | | 612 | | | | | | | 8,522 | | | |
| |
NEO
|
| | |
Grant Date
|
| | |
Estimated Possible
Payouts Under Non-Equity Incentive Plan Awards(1) |
| | |
Estimated Possible
Payouts Under Equity Incentive Plan Awards(2) |
| | |
All Other
Stock Awards: Number of Shares or Stock Units (#)(3) |
| | |
All Other
Option Award: Number of Securities Underlying Options (#)(4) |
| | |
Exercise or
Base Price of Option Awards ($/Sh) |
| | |
Grant Date
Fair Value of Award ($)(5) |
| | |||||||||||||||||||||||||||||||||||||||||||||||||
|
Threshold
($) |
| | |
Target
($) |
| | |
Maximum
($) |
| | |
Threshold
(#) |
| | |
Target
(#) |
| | |
Maximum
(#) |
| | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| |
L. Reade Fahs
|
| | | | | | | | | | | | 491,825 | | | | | | | 983,650 | | | | | | | 1,967,300 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 3/5/2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | 15,057 | | | | | | | 30,114 | | | | | | | 60,228 | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,375,005 | | | | |||||
| | | 3/5/2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 15,057 | | | | | | | | | | | | | | | | | | | | | 687,503 | | | | |||||
| | | 3/5/2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 29,685 | | | | | | | 45.66 | | | | | | | 687,505 | | | | |||||
| |
Patrick R. Moore
|
| | | | | | | | | | | | 167,375 | | | | | | | 334,750 | | | | | | | 669,500 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 3/5/2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,833 | | | | | | | 7,666 | | | | | | | 15,332 | | | | | | | | | | | | | | | | | | | | | | | | | | | | 350,030 | | | | |||||
| | | 3/5/2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,833 | | | | | | | | | | | | | | | | | | | | | 175,015 | | | | |||||
| | | 3/5/2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 7,557 | | | | | | | 45.66 | | | | | | | 175,020 | | | | |||||
| |
Roger Francis
|
| | | | | | | | | | | | 112,500 | | | | | | | 225,000 | | | | | | | 450,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 5/3/2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,359 | | | | | | | 6,717 | | | | | | | 13,434 | | | | | | | | | | | | | | | | | | | | | | | | | | | | 350,023 | | | | |||||
| | | 5/3/2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,359 | | | | | | | | | | | | | | | | | | | | | 175,037 | | | | |||||
| | | 5/3/2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 6,685 | | | | | | | 52.11 | | | | | | | 175,013 | | | | |||||
| |
Jared Brandman
|
| | | | | | | | | | | | 96,250 | | | | | | | 192,500 | | | | | | | 385,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 3/5/2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,917 | | | | | | | 3,833 | | | | | | | 7,666 | | | | | | | | | | | | | | | | | | | | | | | | | | | | 175,015 | | | | |||||
| | | 3/5/2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,917 | | | | | | | | | | | | | | | | | | | | | 87,530 | | | | |||||
| | | 3/5/2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,779 | | | | | | | 45.66 | | | | | | | 87,522 | | | | |||||
| |
Bill Clark
|
| | | | | | | | | | | | 90,125 | | | | | | | 180,250 | | | | | | | 360,500 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 3/5/2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,917 | | | | | | | 3,833 | | | | | | | 7,666 | | | | | | | | | | | | | | | | | | | | | | | | | | | | 175,015 | | | | |||||
| | | 3/5/2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,917 | | | | | | | | | | | | | | | | | | | | | 87,530 | | | | |||||
| | | 3/5/2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,779 | | | | | | | 45.66 | | | | | | | 87,522 | | | |
| | | | | | | | | | | | |
Option Awards
|
| | |
Stock Awards
|
| | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| |
Name
|
| | |
Grant
Date |
| | |
Number of
Securities Underlying Unexercised Options Exercisable (#) |
| | |
Number of
Securities Underlying Unexercised Options Unexercisable (#)(1) |
| | |
Equity
Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) |
| | |
Option
Exercise Price ($) |
| | |
Option
Expiration Date(2) |
| | |
Number of
Shares or Units of Stock That Have Not Vested (#)(3) |
| | |
Market
Value of Shares or Units of Stock That Have Not Vested ($)(4) |
| | |
Equity
Incentive Plan Awards: Number of Unearned shares, Units or Other Rights That Have Not Vested (#)(5) |
| | |
Equity
Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) |
| | |||||||||||||||||||||||||||
| |
L. Reade Fahs(6)
|
| | | | | 3/1/2019 | | | | | | | 52,742 | | | | | | | 26,372 | | | | | | | | | | | 35.19 | | | | | | | 3/1/2029 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 3/1/2019 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 31,970 | | | | | | | 1,534,240 | | | | |||||
| | | 2/28/2020 | | | | | | | 13,696 | | | | | | | 27,393 | | | | | | | | | | | 34.82 | | | | | | | 2/28/2030 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||
| | | 2/28/2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 32,310 | | | | | | | 1,550,557 | | | | |||||
| | | 2/28/2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 10,770 | | | | | | | 516,852 | | | | | | | | | | | | | | | | | | |||||
| | | 3/5/2021 | | | | | | | | | | | | | | 29,685 | | | | | | | | | | | 48.68 | | | | | | | 3/5/2031 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||
| | | 3/5/2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 30,114 | | | | | | | 1,445,171 | | | | |||||
| | | 3/5/2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 15,057 | | | | | | | 722,585 | | | | | | | | | | | | | | | | | | |||||
| |
Patrick R. Moore(6)
|
| | | | | 9/16/2014 | | | | | | | 21,360 | | | | | | | | | | | | | | | | | | 7.25 | | | | | | | 9/16/2024 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 10/25/2017 | | | | | | | 92,443 | | | | | | | | | | | | | | | | | | 22.00 | | | | | | | 10/25/2027 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||
| | | 3/1/2019 | | | | | | | 14,065 | | | | | | | 7,033 | | | | | | | | | | | 35.19 | | | | | | | 3/1/2029 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||
| | | 3/1/2019 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 8,526 | | | | | | | 409,163 | | | | |||||
| | | 11/18/2019 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 5,489 | | | | | | | 263,417 | | | | | | | | | | | | | | | | | | |||||
| | | 2/28/2020 | | | | | | | 6,087 | | | | | | | 12,175 | | | | | | | | | | | 34.82 | | | | | | | 2/28/2030 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||
| | | 2/28/2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 14,360 | | | | | | | 689,136 | | | | |||||
| | | 2/28/2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 4,787 | | | | | | | 229,728 | | | | | | | | | | | | | | | | | | |||||
| | | 3/5/2021 | | | | | | | | | | | | | | 7,557 | | | | | | | | | | | 45.66 | | | | | | | 3/5/2031 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||
| | | 3/5/2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 7,666 | | | | | | | 367,891 | | | | |||||
| | | 3/5/2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,833 | | | | | | | 183,946 | | | | | | | | | | | | | | | | | | |||||
| |
Roger Francis
|
| | | | | 5/3/2021 | | | | | | | | | | | | | | 6,685 | | | | | | | | | | | 52.11 | | | | | | | 5/3/2031 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 5/3/2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 6,717 | | | | | | | 322,349 | | | | |||||
| | | 5/3/2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,359 | | | | | | | 161,198 | | | | | | | | | | | | | | | | | | |||||
| |
Jared Brandman(6)
|
| | | | | 8/14/2017 | | | | | | | 32,549 | | | | | | | 8,137 | | | | | | | | | | | 15.74 | | | | | | | 8/14/2027 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 3/1/2019 | | | | | | | 5,860 | | | | | | | 2,931 | | | | | | | | | | | 35.19 | | | | | | | 3/1/2029 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||
| | | 3/1/2019 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,553 | | | | | | | 170,508 | | | | |||||
| | | 11/18/2019 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 5,489 | | | | | | | 263,417 | | | | | | | | | | | | | | | | | | |||||
| | | 2/28/2020 | | | | | | | 1,522 | | | | | | | 3,044 | | | | | | | | | | | 34.82 | | | | | | | 2/28/2030 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||
| | | 2/28/2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,590 | | | | | | | 172,284 | | | | |||||
| | | 2/28/2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,197 | | | | | | | 57,444 | | | | | | | | | | | | | | | | | | |||||
| | | 3/5/2021 | | | | | | | | | | | | | | 3,779 | | | | | | | | | | | 45.66 | | | | | | | 3/5/2031 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||
| | | 3/5/2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,833 | | | | | | | 183,946 | | | | |||||
| | | 3/5/2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,917 | | | | | | | 91,997 | | | | | | | | | | | | | | | | | | |||||
| |
Bill Clark
|
| | | | | 6/11/2019 | | | | | | | 15,753 | | | | | | | 7,877 | | | | | | | | | | | 28.48 | | | | | | | 6/11/2029 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 6/11/2019 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 8,779 | | | | | | | 421,304 | | | | |||||
| | | 11/18/2019 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 5,489 | | | | | | | 263,417 | | | | | | | | | | | | | | | | | | |||||
| | | 2/28/2020 | | | | | | | 1,948 | | | | | | | 3,896 | | | | | | | | | | | 34.82 | | | | | | | 2/28/2030 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||
| | | 2/28/2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 4,596 | | | | | | | 220,562 | | | | |||||
| | | 2/28/2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,532 | | | | | | | 73,521 | | | | | | | | | | | | | | | | | | |||||
| | | 3/5/2021 | | | | | | | | | | | | | | 3,779 | | | | | | | | | | | 45.66 | | | | | | | 3/5/2031 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||
| | | 3/5/2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,833 | | | | | | | 183,946 | | | | |||||
| | | 3/5/2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,917 | | | | | | | 91,997 | | | | | | | | | | | | | | | | | |
| |
Name
|
| | |
Option Awards
|
| | |
Restricted Stock Units
|
| | ||||||||||||||||||||
|
Number of
Shares Acquired on Exercise (#) |
| | |
Value Realized
on Exercise ($)(1) |
| | |
Number of
Shares Acquired on Vesting (#) |
| | |
Value Realized
on Vesting ($)(2) |
| | |||||||||||||||||
| | L. Reade Fahs | | | | | | 976,470 | | | | | | | 46,543,336 | | | | | | | 5,385 | | | | | | | 255,734 | | | |
| | Patrick R. Moore | | | | | | 64,080 | | | | | | | 3,186,698 | | | | | | | 7,881 | | | | | | | 378,879 | | | |
| | Roger Francis | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | |
| | Jared Brandman | | | | | | 28,824 | | | | | | | 1,106,544 | | | | | | | 6,086 | | | | | | | 293,634 | | | |
| | Bill Clark | | | | | | — | | | | | | | — | | | | | | | 6,254 | | | | | | | 301,612 | | | |
| |
NEO
|
| | |
Severance
Benefit ($)(1) |
| | |
Continuation
of Health Benefits ($)(2) |
| | |
Stock
Options ($)(3) |
| | |
Performance
Stock Units ($)(4) |
| | |
Restricted
Stock Units ($)(5) |
| | |||||||||||||||
| |
L. Reade Fahs
Qualifying Termination of Employment
Qualifying Termination following Change in Control Termination Upon Death or Disability |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 3,901,543 | | | | | | | 2,351 | | | | | | | 434,711 | | | | | | | — | | | | | | | 416,650 | | | | |||||
| | | 4,896,928 | | | | | | | 2,939 | | | | | | | 698,327 | | | | | | | 2,804,542 | | | | | | | 1,239,438 | | | | |||||
| | | — | | | | | | | — | | | | | | | 698,327 | | | | | | | 4,529,968 | | | | | | | 1,239,438 | | | | |||||
| |
Patrick R. Moore
Qualifying Termination of Employment
Qualifying Termination following Change in Control Termination Upon Death or Disability |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 1,263,916 | | | | | | | — | | | | | | | 142,887 | | | | | | | — | | | | | | | 163,171 | | | | |||||
| | | 1,705,221 | | | | | | | — | | | | | | | 250,367 | | | | | | | 912,506 | | | | | | | 677,091 | | | | |||||
| | | — | | | | | | | — | | | | | | | 250,367 | | | | | | | 1,466,190 | | | | | | | 677,091 | | | | |||||
| |
Roger Francis
Qualifying Termination of Employment
Qualifying Termination following Change in Control Termination Upon Death or Disability |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 428,366 | | | | | | | 23,926 | | | | | | | — | | | | | | | — | | | | | | | 71,535 | | | | |||||
| | | 662,548 | | | | | | | 35,890 | | | | | | | — | | | | | | | 71,535 | | | | | | | 161,198 | | | | |||||
| | | — | | | | | | | — | | | | | | | — | | | | | | | 322,349 | | | | | | | 161,198 | | | | |||||
| |
Jared Brandman
Qualifying Termination of Employment
Qualifying Termination following Change in Control Termination Upon Death or Disability |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 843,534 | | | | | | | 23,926 | | | | | | | 143,171 | | | | | | | — | | | | | | | 81,259 | | | | |||||
| | | 1,144,712 | | | | | | | 35,890 | | | | | | | 340,025 | | | | | | | 318,097 | | | | | | | 412,858 | | | | |||||
| | | — | | | | | | | — | | | | | | | 340,025 | | | | | | | 526,738 | | | | | | | 412,858 | | | | |||||
| |
Bill Clark
Qualifying Termination of Employment
Qualifying Termination following Change in Control Termination Upon Death or Disability |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 536,207 | | | | | | | 23,926 | | | | | | | 107,471 | | | | | | | — | | | | | | | 72,166 | | | | |||||
| | | 824,310 | | | | | | | 35,890 | | | | | | | 204,991 | | | | | | | 546,036 | | | | | | | 428,935 | | | | |||||
| | | — | | | | | | | — | | | | | | | 204,991 | | | | | | | 825,812 | | | | | | | 428,935 | | | |
| |
Plan category
|
| | |
Number of
securities to be issued upon exercise of outstanding options, warrants and rights (a) |
| | |
Weighted-
average exercise price of outstanding options, warrants and rights (b) |
| | |
Number of securities
remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) |
| | |||||||||
| |
Equity compensation plans approved by security holders
|
| | | | | 1,459,556 | | | | | | $ | 28.06 | | | | | | | 12,014,960 | | | |
| |
Equity compensation plans not approved by security holders
|
| | | | | — | | | | | | | N/A | | | | | | | — | | | |
| | Total | | | | | | 1,459,556 | | | | | | $ | 28.06 | | | | | | | 12,014,960 | | | |
| |
Name of Beneficial Owner
|
| | |
Number(1)
|
| | |
Percentage of
Total Common Stock |
| | ||||||
| | Greater than 5% Stockholders: | | | | | | | | | | | | | | | | |
| | JPMorgan Chase & Co.(2) | | | | | | 8,167,809 | | | | | | | 10.0% | | | |
| | The Vanguard Group(3) | | | | | | 7,649,021 | | | | | | | 9.4% | | | |
| | BlackRock, Inc.(4) | | | | | | 6,191,002 | | | | | | | 7.6% | | | |
| | William Blair Investment Management, LLC(5) | | | | | | 4,920,741 | | | | | | | 6.0% | | | |
| | AllianceBernstein, L.P.(6) | | | | | | 4,806,964 | | | | | | | 5.9% | | | |
| | Adage Capital Partners, L.P.(7) | | | | | | 4,220,332 | | | | | | | 5.2% | | | |
| | ClearBridge Investments, LLC(8) | | | | | | 4,180,982 | | | | | | | 5.1% | | | |
| | Named Executive Officers and Directors: | | | | | | | | | | | | | | | | |
| | L. Reade Fahs(9) | | | | | | 945,244 | | | | | | | 1.2% | | | |
| | Patrick R. Moore | | | | | | 169,926 | | | | | | | * | | | |
| | Jared Brandman | | | | | | 59,331 | | | | | | | * | | | |
| | Bill Clark | | | | | | 39,642 | | | | | | | * | | | |
| | Roger Francis(10) | | | | | | 4,467 | | | | | | | * | | | |
| | D. Randolph Peeler(11)(12) | | | | | | 71,277 | | | | | | | * | | | |
| | David M. Tehle(12) | | | | | | 17,214 | | | | | | | * | | | |
| | Virginia A. Hepner(12) | | | | | | 11,588 | | | | | | | * | | | |
| | Thomas V. Taylor, Jr.(12) | | | | | | 15,032 | | | | | | | * | | | |
| | Heather Cianfrocco(12) | | | | | | 8,809 | | | | | | | * | | | |
| | Naomi Kelman(12) | | | | | | 4,748 | | | | | | | * | | | |
| | Susan S. Johnson(12) | | | | | | 4,429 | | | | | | | * | | | |
| | Jose Armario(12) | | | | | | 4,173 | | | | | | | * | | | |
| | All directors and executive officers as a group (16 persons) | | | | | | 1,374,614 | | | | | | | 1.7% | | | |
| | What Am i Voting on? Stockholders are being asked to ratify the appointment of Deloitte & Touche LLP to serve as the Company’s independent registered public accounting firm for fiscal 2022. | | |
| |
Voting Recommendation. Our Board of Directors recommends stockholders vote FOR the ratification of Deloitte & Touche LLP as our independent auditors for fiscal 2022.
|
| |
| |
Vote Required. Although the audit committee has sole authority to appoint the Company’s independent registered public accounting firm, the Board submits its selection to our stockholders for ratification as a matter of good corporate governance. The proposal must be approved by a majority of the voting power of the shares of stock present in person or represented by proxy and entitled to vote at the Annual Meeting. If our stockholders should not ratify the appointment of Deloitte & Touche LLP, the audit committee will reconsider the appointment.
|
| |
| | | | | |
Fiscal Year 2021
|
| | |
Fiscal Year 2020
|
| | ||||||
| | Audit fees(1) | | | | | $ | 1,985,642 | | | | | | $ | 1,972,656 | | | |
| | Audit-related fees(2) | | | | | | — | | | | | | | 104,520 | | | |
| | Tax fees(3) | | | | | | — | | | | | | | 17,375 | | | |
| | All other fees | | | | | | — | | | | | | | — | | | |
| | Total | | | | | $ | 1,985,642 | | | | | | $ | 2,094,551 | | | |
| |
In thousands
|
| | |
Fiscal Year
2021 |
| | |
Fiscal Year
2020 |
| | ||||||||||||||||||||
| |
Net income
|
| | | | $ | 128,244 | | | | | | | 6.2% | | | | | | $ | 36,277 | | | | | | | 2.1% | | | |
| | Interest expense | | | | | | 25,612 | | | | | | | 1.2% | | | | | | | 48,327 | | | | | | | 2.8% | | | |
| | Income tax provision (benefit) | | | | | | 21,081 | | | | | | | 1.0% | | | | | | | 2,403 | | | | | | | 0.1% | | | |
| | Stock compensation expense(a) | | | | | | 14,886 | | | | | | | 0.7% | | | | | | | 10,740 | | | | | | | 0.6% | | | |
| | Asset impairment(b) | | | | | | 4,427 | | | | | | | 0.2% | | | | | | | 22,004 | | | | | | | 1.3% | | | |
| | Litigation settlement(c) | | | | | | 1,500 | | | | | | | 0.1% | | | | | | | 4,395 | | | | | | | 0.3% | | | |
| | Amortization of acquisition intangibles(d) | | | | | | 7,488 | | | | | | | 0.4% | | | | | | | 7,426 | | | | | | | 0.4% | | | |
| | Other(g) | | | | | | 1,511 | | | | | | | 0.1% | | | | | | | 2,576 | | | | | | | 0.2% | | | |
| |
Adjusted Operating Income / Adjusted Operating Margin
|
| | | | $ | 204,749 | | | | | | | 9.8% | | | | | | $ | 134,148 | | | | | | | 7.8% | | | |
| | Margin on unearned revenue | | | | | | (2,249) | | | | | | | (0.1)% | | | | | | | 3,551 | | | | | | | 0.2% | | | |
| | STIP | | | | | | 20,466 | | | | | | | 1.0% | | | | | | | 8,653 | | | | | | | 0.5% | | | |
| |
STIP Adjusted Operating Income / Adjusted Operating Margin
|
| | | | $ | 222,966 | | | | | | | 10.7% | | | | | | $ | 146,352 | | | | | | | 8.5% | | | |
| |
In thousands
|
| | |
Fiscal Year
2021 |
| | |
Fiscal Year
2020 |
| | ||||||||||||||||||||
| |
Net income
|
| | | | $ | 128,244 | | | | | | | 6.2% | | | | | | $ | 36,277 | | | | | | | 2.1% | | | |
| | Interest expense | | | | | | 25,612 | | | | | | | 1.2% | | | | | | | 48,327 | | | | | | | 2.8% | | | |
| | Income tax provision (benefit) | | | | | | 21,081 | | | | | | | 1.0% | | | | | | | 2,403 | | | | | | | 0.1% | | | |
| | Depreciation and amortization | | | | | | 97,089 | | | | | | | 4.7% | | | | | | | 91,585 | | | | | | | 5.4% | | | |
| |
EBITDA
|
| | | | | 272,026 | | | | | | | 13.1% | | | | | | | 178,592 | | | | | | | 10.4% | | | |
| | Stock compensation expense(a) | | | | | | 14,886 | | | | | | | 0.7% | | | | | | | 10,740 | | | | | | | 0.6% | | | |
| | Asset impairment(b) | | | | | | 4,427 | | | | | | | 0.2% | | | | | | | 22,004 | | | | | | | 1.3% | | | |
| | Litigation settlement(c) | | | | | | 1,500 | | | | | | | 0.1% | | | | | | | 4,395 | | | | | | | 0.3% | | | |
| | Other(g) | | | | | | 1,511 | | | | | | | 0.1% | | | | | | | 2,576 | | | | | | | 0.2% | | | |
| |
Adjusted EBITDA / Adjusted EBITDA Margin
|
| | | | $ | 294,350 | | | | | | | 14.2% | | | | | | $ | 218,307 | | | | | | | 12.8% | | | |
| |
Shares in thousands
|
| | |
Fiscal Year
2021 |
| | |
Fiscal Year
2020 |
| | ||||||
| |
Diluted EPS
|
| | | | $ | 1.43 | | | | | | $ | 0.44 | | | |
| | Stock compensation expense(a) | | | | | | 0.15 | | | | | | | 0.13 | | | |
| | Asset impairment(b) | | | | | | 0.05 | | | | | | | 0.27 | | | |
| | Litigation settlement(c) | | | | | | 0.02 | | | | | | | 0.05 | | | |
| | Amortization of acquisition intangibles(d) | | | | | | 0.08 | | | | | | | 0.09 | | | |
| | Amortization of debt discounts and deferred financing costs(e) | | | | | | 0.02 | | | | | | | 0.14 | | | |
| | Losses (gains) on change in fair value of derivatives(f) | | | | | | (0.03) | | | | | | | 0.05 | | | |
| | Other(j) | | | | | | (0.01) | | | | | | | 0.03 | | | |
| | Tax benefit of stock option exercises(h) | | | | | | (0.15) | | | | | | | (0.10) | | | |
| | Tax effect of total adjustments(i) | | | | | | (0.08) | | | | | | | (0.19) | | | |
| |
Adjusted Diluted EPS
|
| | | | $ | 1.48 | | | | | | $ | 0.91 | | | |
| |
Weighted average diluted shares outstanding
|
| | | | | 96,134 | | | | | | | 82,793 | | | |
| | | | | |
Comparable store sales
growth(a) |
| | ||||||||||
| | | | | |
Fiscal Year
2021 |
| | |
Fiscal Year
2020 |
| | ||||||
| | Owned & Host segment | | | | | | | | | | | | | | | | |
| | America’s Best | | | | | | 23.5% | | | | | | | (5.2)% | | | |
| | Eyeglass World | | | | | | 25.2% | | | | | | | (2.7)% | | | |
| | Military | | | | | | 15.8% | | | | | | | (15.5)% | | | |
| | Fred Meyer | | | | | | 13.4% | | | | | | | (21.6)% | | | |
| |
Legacy segment
|
| | | | | 19.3% | | | | | | | (12.3)% | | | |
| | Total comparable store sales growth | | | | | | 22.4% | | | | | | | (5.6)% | | | |
| | Adjusted Comparable Store Sales Growth(b) | | | | | | 23.0% | | | | | | | (6.1)% | | | |