UNITED STATES
SECURITIES AND EXCHANGE COMMISSION​

WASHINGTON, D.C. 20549

SCHEDULE 14A​

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
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NATIONAL VISION HOLDINGS, INC.​

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National Vision Holdings, Inc.

2023 Proxy Statement
Notice of Annual Meeting of Stockholders

Wednesday, June 14, 2023

1:00 p.m. Eastern Time​

                                 

                                                                              

 

TABLE OF CONTENTS

2023 Proxy Statement       i

 

This proxy statement includes links to websites, which are provided solely for convenience purposes. The information contained or linked on these websites or otherwise connected thereto are not, and will not be deemed to be, a part of or incorporated by reference into this proxy statement or any other Company filings with the Securities and Exchange Commission (the “SEC”).

This proxy statement contains forward-looking statements. All statements, other than statements of historical facts included in this proxy statement, including statements concerning our plans, objectives, goals, beliefs, business strategies, future events, business conditions, results of operations, financial position, business outlook, business trends and other information, may be forward-looking statements. Words such as “believes,” “expects,” “may,” “will,” “should,” “seeks,” “intends,” “plans,” “estimates,” or “anticipates,” and variations of such words or similar expressions are intended to identify forward-looking statements. The forward-looking statements are not historical facts, or guarantees of future performance and are based upon our current expectations, beliefs, estimates and projections, and various assumptions, many of which, by their nature, are inherently uncertain and beyond our control. Our expectations, beliefs, and projections are expressed in good faith and we believe there is a reasonable basis for them. However, there can be no assurance that management’s expectations, beliefs and projections will result or be achieved and actual results may vary materially from what is expressed in or indicated by the forward-looking statements. All forward-looking statements in this proxy statement, apply only as of the date of this proxy statement or as of the date they were made and, except as required by applicable law, we undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise. There are a number of risks, uncertainties and other important factors, many of which are beyond our control, that could cause our actual results to differ materially from the forward-looking statements contained in this proxy statement. These risks and uncertainties include, but are not limited to, those described in Part I. Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2022 (the “2022 10-K”) and those described from time to time in our future reports filed with the SEC.

ii      2023 Proxy Statement

Dear Stockholders:

We are pleased to invite you to attend the National Vision Holdings, Inc. 2023 Annual Meeting of Stockholders on Wednesday, June 14, 2023, at 1:00 p.m. Eastern Time.

Year in Review

Despite the challenging macroeconomic environment, we ended 2022 in line with our guidance expectations. National Vision has been resilient in difficult times, and we have continued to implement strategic initiatives to build upon our mission of providing affordable and accessible eyecare and eyewear to all Americans. We are grateful to all of our associates and doctors for their continued dedication to customer and patient care. Amidst the continued volatility in 2022, we successfully rolled out remote medicine and electronic health record capabilities in over 300 locations and we delivered on our objective of opening 80 new stores, ending the year with 1,354 stores. Although the macro-economic environment remains dynamic and our core value conscious consumer faces pressure, we remain confident in our ability to deliver long-term sustainable growth and capitalize on our key strategic initiatives to expand exam capacity, further digitize our stores and corporate office, leverage our omni-channel capabilities and capitalize on our white space opportunities. In short, we remain focused on delivering value for you, our stockholders, over the long term.

Our Commitment to Sustainability

We are excited to have published our second Sustainability Report in 2022, allowing us to highlight our progress against our “SEE+G” framework pillars of societal impact, employees, environment, and governance and detail our initiatives. Our 2021 highlights in the report include:

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more than $350,000 provided to associates through our National Vision Crisis Relief Fund;

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over 500,000 frames donated to partners worldwide;

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over 130,000 frames produced by Made Locally, Given Globally since 2019; and

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over 8 million lives impacted through our business operations and philanthropic activities.

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We have continued building on our associate and doctor development, our diversity, equity and inclusion training and initiatives, and assessing our environmental impact, including completing our second greenhouse gas emissions inventory. We believe the foundation of our SEE+G framework is responsible corporate governance and we are proud that our Board of Directors oversees the Company’s strategy and commitment in these areas. In addition, our Committee charters and Corporate Governance Guidelines were revised to incorporate evolving governance best practices.

Our 2023 Annual Meeting

Whether you own a few shares or many, and whether or not you plan to attend the Annual Meeting, your vote is important to us. We encourage you to review the proxy materials and submit your vote today. Detailed information concerning the Annual Meeting is set forth in the Notice of Annual Meeting of Stockholders and proxy statement, which describe the business to be conducted at the meeting. Whether or not you plan to attend, it is important that your shares be represented and voted during the meeting. Instructions for voting your shares are set forth in the proxy statement. The proxy statement, the enclosed proxy card and the annual report are first being sent to stockholders on or about April 26, 2023.

On behalf of the Board of Directors and everyone at National Vision, we are grateful for your continued support. Thank you for being a stockholder of National Vision Holdings, Inc.

Sincerely,

April 26, 2023

2023 Proxy Statement       1

 

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

By Order of the Board of Directors,

Jared Brandman
Senior Vice President, General Counsel and Secretary

2      2023 Proxy Statement

PROXY STATEMENT SUMMARY

We are providing this proxy statement to you in connection with the solicitation of proxies by the Board of Directors (the “Board of Directors” or the “Board”) of National Vision Holdings, Inc. (the “Company”) for the 2023 Annual Meeting of Stockholders (the “Annual Meeting”) and for any adjournment or postponement of the Annual Meeting. This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information you should consider, and you should read the entire proxy statement carefully before voting.

2023 ANNUAL MEETING OF STOCKHOLDERS

AGENDA AND VOTING RECOMMENDATIONS

HOW TO VOTE

If at the close of business on April 17, 2023, you were a stockholder of record or held shares through a broker or bank, you may vote your shares by proxy at the Annual Meeting. You may vote your shares over the Internet, by telephone or by mail, or you may vote in person during the Annual Meeting. See full instructions under the Important Information About Voting at the Annual Meeting section of this proxy statement on page 59.

If you are a stockholder of record and you would like to vote in any manner other than in person during the Annual Meeting, your vote must be received by 11:59 p.m. Eastern Time, on June 13, 2023 to be counted. If you hold shares through a broker, bank or other nominee, please refer to information from your bank, broker or nominee for voting instructions.

2023 Proxy Statement       3

2022 BUSINESS HIGHLIGHTS

Financial Highlights

In 2022, we remained focused on our long-term strategy and progressing our key strategic initiatives, all while navigating the challenging macroeconomic environment and continuing to deliver low cost eye care and eyewear, a medical necessity, to the communities we serve. Our fiscal 2022 financial and operational highlights included:

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Overall store count grew to 1,354 stores

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Comparable store sales growth was (7.5)%, and Adjusted Comparable Store Sales Growth1 was (7.6)%

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Net revenue of $2.01 billion

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Net income of $42.1 million

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Adjusted Operating Income1 decreased to $87.8 million

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Diluted EPS decreased to $0.52; Adjusted Diluted EPS1 decreased to $0.65

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We returned $80.0 million to stockholders through share repurchases

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Our cash balance was $229.4 million as of December 31, 2022

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(1)

For an explanation of our non-GAAP financial measures and a reconciliation of Adjusted Comparable Store Sales Growth, Adjusted Operating Income and Adjusted Diluted EPS to the most directly comparable GAAP measures, see Appendix A to this proxy statement.

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As we enter 2023, we are building on the progress made in 2022 with our 2023 key strategic initiatives, including continuing to expand exam capacity, furthering the digitization of our stores and corporate office, leveraging our omni-channel capabilities and capitalizing on our whitespace opportunity. While the uncertain macro environment, inflationary pressures and our investments in key initiatives will weigh on profitability in the near-term, we expect to be well positioned for continued success and improved market position longer term.

4      2023 Proxy Statement

CORPORATE GOVERNANCE AND BOARD HIGHLIGHTS

Set forth below is a snapshot of our current National Vision Board, their independence, diversity and skills/ qualifications. See Proposal 1 beginning on page 10 for more details on the election of the six directors named in this proxy statement for a term of one year.

CURRENT NATIONAL VISION BOARD

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(1)

At the 2021 annual meeting, stockholders approved an amendment to our certificate of incorporation to phase out the classified structure of the Board. Under the prior classified structure, our Board included three directors in Class I (Mr. Fahs, Ms. Johnson and Ms. Kelman), three directors in Class II (Messrs. Armario and Peeler and Ms. Cianfrocco), and three directors in Class III (Messrs. Tehle and Taylor and Ms. Hepner). At this Annual Meeting, both of the Class II and III directors are standing for re-election for one-year terms and the Class I directors will stand for election at the 2024 annual meeting. The Board will be completely declassified and all directors will stand for election annually by the 2024 annual meeting.

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(2)

All directors are independent, except for Mr. Fahs.

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(3)

Mr. Peeler serves as the independent Chair of the Board.

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2023 Proxy Statement       5

The fundamental duty of the Board is to oversee the Company’s strategy and the long-term interests of its stockholders. The following snapshots provide summary information about our Board and the range of backgrounds and skills of the directors that allow for their sound and prudent guidance. Additionally, the following provides diversity information for the members of our Board on an aggregate basis.

6      2023 Proxy Statement

SUSTAINABILITY & HUMAN CAPITAL MANAGEMENT

Sustainability is foundational to who we are as a company, including our commitment to balancing the social, economic, human capital management and environmental aspects of our business. In October 2022, we published our second Sustainability Report for fiscal year 2021 detailing our corporate sustainability framework of societal impact, employees, environment and governance (SEE+G) and our progress during 2021.

With an inclusive and people-first culture, we have taken meaningful steps to foster, celebrate and respect our associates’ diverse backgrounds, empower, reward and develop our associates and aim to give back to the communities in which we serve. Our human capital initiatives are focused on attracting highly qualified individuals and providing them with continued opportunities for growth and development in a diverse, equitable and inclusive work environment. Our long-standing commitment to diversity is embodied by the fact that National Vision is a majority minority company with Black, Indigenous, and People of Color (“BIPOC”) individuals representing the majority of associates.

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All numbers and statistics in the table above are for fiscal 2022.

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2023 Proxy Statement       7

We also strive to help people with the greatest of needs in a variety of ways, including providing free eye exams and glasses to those for whom even our low-cost products are unaffordable. On a broader national and international scale, we have contributed both financially and operationally to a wide variety of efforts to help those in need throughout America and around the world.

See Sustainability and Human Capital Management on pages 23 and 25, respectively, for more details.

EXECUTIVE COMPENSATION HIGHLIGHTS

We strive to create an executive compensation program that strikes the right balance of pay for performance with an overarching goal to motivate our leaders to contribute to the achievement of our financial goals and focus on long-term value for our stockholders without taking undue risk. Our executive compensation program has three main components: (1) base salary; (2) annual cash incentive compensation; and (3) long-term incentive awards. Each component is designed to be consistent with the Company’s compensation philosophy.

The compensation and governance practices that support these principles include the following:

The discussion beginning on page 29 more fully describes the design and evolution of our executive compensation program, including the Company’s performance for fiscal 2022 and its connection to executive officer compensation. Our Board of Directors believes that our executive compensation programs are effective, appropriate and in the best interest of the Company and its stockholders. See Proposal 2 beginning on page 29.

8      2023 Proxy Statement

RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The audit committee of the Board has selected Deloitte & Touche LLP as our independent registered public accounting firm for fiscal 2023. Each year the audit committee evaluates the qualifications and performance of the Company’s independent registered public accountants and determines whether to re-engage the current independent registered public accountants. Based on this evaluation, the audit committee believes the continued retention of Deloitte & Touche LLP is in the best interests of the Company and its stockholders. See Proposal 3 beginning on page 57.

2023 Proxy Statement       9

PROXY STATEMENT

PROPOSAL NO. 1—ELECTION OF DIRECTORS

Our Board of Directors oversees or directs our business and affairs, as provided by Delaware law, and conducts its business through meetings of the Board and three standing committees: the audit committee, the nominating and corporate governance committee and the compensation committee. The Board is currently comprised of nine directors, eight of whom are independent.

In 2021 our stockholders approved the amendment of our certificate of incorporation to phase out the classified structure of the Board. Under the prior classified structure, our Board included three directors in Class I (Mr. Fahs, Ms. Johnson and Ms. Kelman), three directors in Class II (Messrs. Armario and Peeler and Ms. Cianfrocco), and three directors in Class III (Messrs. Tehle and Taylor and Ms. Hepner). One class of directors will stand for election at each annual meeting of stockholders for a one-year term until our prior classified structure is phased out. The three Class II directors and three Class III directors standing for re-election at this Annual Meeting are standing for re-election for a one-year term. By the 2024 annual meeting, the Board will be completely declassified and all directors will stand for election annually.

The terms of our six current director nominees expire on the date of the Annual Meeting, subject to the election and qualification of their successors. Upon the recommendation of the nominating and corporate governance committee, the Board has nominated D. Randolph Peeler, Jose Armario, Heather Cianfrocco, Thomas V. Taylor, Jr., Virginia A. Hepner and David M. Tehle for re-election as directors for a one-year term expiring at the 2024 annual meeting.

Unless otherwise instructed, the persons named in the form of proxy card (the “proxyholders”) included with this proxy statement intend to vote the proxies held by them “FOR” the election of D. Randolph Peeler, Jose Armario, Heather Cianfrocco, Thomas V. Taylor, Jr., Virginia A. Hepner and David M. Tehle. We have no reason to believe that Messrs. Peeler, Armario, Taylor and Tehle, and Mses. Cianfrocco and Hepner will be unable or unwilling to serve if elected. If Messrs. Peeler, Armario, Taylor and Tehle and Mses. Hepner and Cianfrocco cease to be candidates for election by the time of the Annual Meeting (a contingency which the Board does not expect to occur), such proxies may be voted by the proxyholders in accordance with the recommendation of the Board.

10      2023 Proxy Statement

Nominees for Election to the Board of Directors

Set forth below is certain information regarding each director nominee. Beneficial ownership of equity securities of each director nominee is shown under “Ownership of Our Securities” later in this proxy statement.

2023 Proxy Statement       11

12      2023 Proxy Statement

2023 Proxy Statement       13

Continuing Members of the Board of Directors

Set forth below is certain information regarding each director whose term continues beyond the Annual Meeting and who is not subject to election this year. Beneficial ownership of equity securities for these directors is also shown under “Ownership of Our Securities” later in this proxy statement.

14      2023 Proxy Statement

Board Oversight

The primary responsibility of our Board is to oversee the management of the business and the affairs of the Company for the benefit of our stockholders and other stakeholders. As part of its responsibility, the Board oversees critical matters such as strategy, management succession planning, financial and other internal controls, corporate governance, risk management and compliance. To assist it in fulfilling its duties, our Board has delegated certain authority to its standing committees—the audit committee, the nominating and corporate governance committee and the compensation committee. The duties and responsibilities of these standing committees are described below under “Board Committees and Meetings.”

Director Independence

We believe the Company benefits from having a strong and independent Board. Under our Corporate Governance Guidelines and the Nasdaq Listing Rules, a director is not independent unless the Board affirmatively determines that he or she does not have a relationship with management that, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

Our Corporate Governance Guidelines define independence in accordance with the independence standards in the current Nasdaq Listing Rules. Our Corporate Governance Guidelines require the Board to review the independence of all directors at least annually.

Our Board has affirmatively determined that all of the directors and nominees for director, except Mr. Fahs, are independent under the guidelines for director independence set forth in the Corporate Governance Guidelines and under all applicable Nasdaq guidelines. Mr. Fahs is not considered an independent director because of his employment as Chief Executive Officer of the Company. All members of the audit committee, compensation committee and nominating and corporate governance committee are independent.

In making its independence determinations, the Board considered and reviewed all information known to it, including information identified through annual directors’ questionnaires.

Composition of the Board of Directors

We currently have nine directors on our Board. Our certificate of incorporation provides that the authorized number of directors may be changed only by resolution of our Board of Directors.

At the 2021 annual meeting, the stockholders approved an amendment of our certificate of incorporation to phase out the classified structure of the Board and allow for the annual election of our directors. Under the prior classified structure, our Board included three directors in Class I (Mr. Fahs, Ms. Johnson and Ms. Kelman), three directors in Class II (Messrs. Armario and Peeler and Ms. Cianfrocco), and three directors in Class III (Messrs. Tehle and Taylor and Ms. Hepner). One class of directors will stand for election at each annual meeting of stockholders for a one-year term until our prior classified structure is phased out. By the 2024 annual meeting, the Board will be completely declassified and all directors will stand for election annually.

Director Nomination Process

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. As the application of these factors involves the exercise of judgment, the nominating and corporate governance committee does not have a standard set of fixed qualifications that is applicable to all director candidates, although the nominating and corporate governance committee does at a minimum assess each candidate’s integrity, accountability, skills, experience, independence, other outside commitments and ability to work collegially with the other members of the Board of Directors.

2023 Proxy Statement       15

Diversity, Qualifications, Skills and Experiences of our Directors

In addition, although the Board considers and fully appreciates the value of a diversity of viewpoints, background and experiences (including age, sex, gender identity, sexual orientation, race and ethnicity) as important to the selection of directors to enhance the Board’s cognitive diversity and quality of dialogue in the Boardroom, the Board does not have a formal diversity policy. The nominating and corporate governance committee believes that the current members of the Board provide a demonstrated executive leadership ability and are representative of diverse backgrounds.

When considering whether directors and nominees have the experience, qualifications, attributes or skills, taken as a whole, to enable our Board of Directors to satisfy its oversight responsibilities effectively in light of our business and structure and address areas where additional expertise or skills may be needed, the Board of Directors focused primarily on each person’s background and experience as reflected in the information discussed in each of the directors’ individual biographies set forth above. We believe that our directors provide an appropriate mix of experience and skills relevant to the size and nature of our business. In particular, the members of our Board of Directors considered the following important characteristics, among others, as key qualifications, attributes or skills to provide Board oversight of the Company’s business operations and strategy.

16      2023 Proxy Statement

Below is our Nasdaq Board Diversity Matrix for fiscal 2022 and last year’s Board Diversity Matrix is available in our 2022 proxy statement filed with the SEC on April 26, 2022. The following Board Diversity Matrix sets forth certain self-identified personal demographic characteristics of our directors.

Nomination Process

The nominating and corporate governance committee may identify 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 nominating and corporate governance 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 of Directors. The nominating and corporate governance committee will consider director candidates recommended by stockholders on the same basis as recommendations from other sources. Any recommendation submitted to the Secretary of the Company should be in writing and should include any supporting material the stockholder considers appropriate in support of that recommendation, but must include information that would be required under the rules of the SEC to be included in a proxy statement soliciting proxies for the election of such candidate and a written consent of the candidate to serve as one of our directors if elected. Stockholders wishing to recommend a candidate for consideration may do so by submitting the required information to the attention of the Secretary, National Vision Holdings, Inc., 2435 Commerce Ave, Building 2200, Duluth, Georgia 30096. All recommendations for nomination received by the Secretary that satisfy our bylaw requirements relating to director nominations will be presented to the nominating and corporate governance committee for its consideration. If stockholders want to formally nominate a director candidate for election, they must satisfy the notification, timeliness, consent and information requirements set forth in our bylaws. These requirements are also described under “Stockholder Proposals for the 2024 Annual Meeting.”

Leadership Structure of the Board of Directors

As described in our Corporate Governance Guidelines, our Board directs and oversees the management of the business and the affairs of the Company using its business judgment to act in the best interests of the Company and its stockholders. As part of this oversight role, the Board selects and oversees the members of senior management who are charged by the Board with conducting the business of the Company. While our Corporate Governance Guidelines provide our Board with flexibility to combine or separate the positions of Chairman of the Board and Chief Executive Officer in accordance with its determination that utilizing one or the other structure would be in the best interests of our Company, our Board currently believes that having these positions separated, with Mr. Peeler serving as Chairman of the Board and Mr. Fahs serving as our Chief Executive Officer and also as a director, is the appropriate leadership structure at this time and demonstrates our commitment to good corporate governance. However, our Board of Directors will continue to periodically review our leadership structure and may make such changes in the future as it deems appropriate. Under our Corporate Governance Guidelines, should the Board determine that such

2023 Proxy Statement       17

positions should not be separated and the Chairperson of the Board is also the Chief Executive Officer or a director who does not qualify as an independent director, the independent directors may annually elect from among themselves a lead independent director.

Board Oversight of Risk Management

Management is responsible for the day-to-day management of risk, while the Board, as a whole and through its committees has extensive involvement in the oversight of the Company’s risk management. The Board engages in risk oversight throughout the year as a matter of course in fulfilling its role overseeing management and business operations, including receiving reports from management on the strategic plans and related risks facing the Company which range from financial risks to regulatory, legal, supply chain, sustainability, competitive and information technology risks. Significant operational risks that relate to ongoing business operations are the subject of regularly scheduled reports to either the full Board or one of its committees.

The Board has delegated to its committees certain elements of its risk oversight function to better coordinate with management and serve the long-term interests of our stockholders. The risks periodically reviewed by committees are also reviewed by the entire Board when a committee or the Board determines this is appropriate. The independent chair of the Board promotes effective communication and consideration of matters presenting significant risks to the Company through his role in developing the Board’s meeting agendas, chairing meetings of the Board and facilitating communications between independent directors of the Board and the Chief Executive Officer. We believe that the leadership structure of our Board of Directors, along with the allocation of risk management responsibilities described below by appropriate committee oversight, provides appropriate risk oversight of our activities.

The audit committee oversees our risk management process with a specific focus on internal controls, financial statement integrity, compliance programs, fraud risk, legal matters and related risk mitigation. Along with the Board, the audit committee also receives regular reports from management to help ensure effective and efficient oversight and to assist in proper risk management, including with respect to cybersecurity and data security risks, and the ongoing evaluation of management controls and procedures. Through its regular meetings with management, including the finance, legal, internal audit, and compliance functions and discussions, as appropriate, with our independent registered public accounting firm and internal auditors, the audit committee reviews and discusses significant areas of our business, including areas of risk and appropriate mitigating factors. Internal audit reports functionally and administratively to our Chief Financial Officer and directly to the audit committee. The audit committee receives reports on information technology risks, including data security and cybersecurity. The audit committee reviews cybersecurity and data security risks and mitigation strategies, along with program assessments, planned improvements and the status of information technology initiatives, with the Chief Technology Officer quarterly. These risks and mitigation strategies are also periodically reviewed by the entire Board. See the Cybersecurity and Data Privacy Oversight section below for additional details.

The compensation committee reviews the risk profile of the Company’s compensation policies and practices, including a review of a risk assessment of our compensation programs and managing risk associated with human capital management, including employee recruitment and retention.

The nominating and corporate governance committee monitors risks relating to governance matters, including environmental, social and governance (ESG) risks and the potential risks, impacts and opportunities posed by climate change, and reports to the Board on these risks and any recommended appropriate actions in response to those risks. See the Corporate Sustainability (ESG) Oversight section below for additional details.

Cybersecurity and Data Privacy Oversight

Our Chief Technology Officer is ultimately responsible for our cybersecurity and data privacy programs, which include the implementation of controls to identify threats, detect attacks and protect our data. We implement technologies and programs designed to ensure our systems are effective and prepared for cybersecurity and data privacy risks, including ongoing security monitoring for internal and external threats. We regularly perform evaluations of our security program and continue to invest in capabilities to protect our data. In addition, we have implemented regular mandatory trainings regarding cybersecurity risks to increase awareness throughout the Company. We carry insurance that provides protection against potential losses arising from a cybersecurity incident (see our risk factors in our 2022 10-K relating to cybersecurity and cybersecurity insurance).

18      2023 Proxy Statement

Corporate Sustainability (ESG) Oversight

Our Board is highly engaged in our Corporate Sustainability strategy and ESG matters (including sustainability policies and initiatives), especially given that societal impact is intricately linked to the mission of our business—making eye care and eyewear more affordable and accessible. Our nominating and corporate governance committee is responsible for overseeing the effectiveness of our ESG strategies, policies, goals, initiatives and programs, including the review of our annual Corporate Sustainability Report. Our compensation committee is responsible for overseeing the development and implementation of human capital and succession plans and considering how best to incorporate ESG matters into our executive compensation plans. Our audit committee is responsible for overseeing the Company’s enterprise risk management program, which includes ESG topics. See the Sustainability section at page 23.

Management Succession Planning

The Board believes that one of its primary responsibilities is to oversee the development and retention of senior talent and to ensure that an appropriate succession plan is in place for our Chief Executive Officer and other members of senior management. Management develops ideas and presents plans for identification, mentoring and continuing development of potential internal candidates for executive leadership positions. The Board and compensation committee, together with the Chief Executive Officer, regularly reviews senior management talent and succession planning.

Executive Sessions

Executive sessions, which are meetings of the independent directors of the Board, are regularly scheduled throughout the year, typically at the time of each regular Board meeting and as frequently as such independent directors deem appropriate.

Board and Committee Evaluations

As a part of the Board’s commitment to continual corporate governance improvement, the nominating and corporate governance committee supervises an annual review and self-evaluation of the performance of the Board, its committees and individual directors. The evaluation is typically conducted through a range of questions related to topics including structure of the Board and its committees, overall Board and committee effectiveness, oversight and risk management, strategy and Board access to information and resources. In 2022, an evaluation was conducted and completed with each director providing direct feedback. The evaluations were reviewed and discussed by the nominating and corporate governance committee as well as the full Board. As appropriate, these evaluations result in updates or changes to our practices as well as commitments to continue existing practices that our directors believe contribute positively to the effective functioning of our Board and its committees.

Communications with the Board

As described in our Corporate Governance Guidelines, stockholders and other interested parties who wish to communicate with a member or members of our Board of Directors, including the chairperson of our Board of Directors, the chairperson of any of the audit, compensation and nominating and corporate governance committees, or the non-management or independent directors as a group, may do so by addressing such communications or concerns to the Secretary of the Company, 2435 Commerce Ave, Building 2200, Duluth, GA 30096, who will forward such communication to the appropriate party or parties.

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Board Committees and Meetings

Our Board of Directors has an audit committee, a nominating and corporate governance committee and a compensation committee, each of which operates under a charter that has been approved by our Board.

The following table summarizes the current membership of each of the Board’s committees.

All directors are expected to make every effort to attend all meetings of the Board of Directors, meetings of the committees of which they are members and the annual meeting of stockholders. Each of our directors that were members of our Board at the time attended the 2022 annual meeting. During the fiscal year ended December 31, 2022, the Board held five meetings, the audit committee held seven meetings, and the compensation committee and the nominating and corporate governance committee each held four meetings. In addition, the Board, the audit committee, the compensation committee and the nominating and corporate governance committee acted by unanimous written consent several times during fiscal 2022. Each of our directors attended all of the meetings of the Board and committees on which he or she served at the time they served on the Board or such Committees.

Audit Committee

Our audit committee consists of David M. Tehle, who serves as the Chair, Virginia A. Hepner, Susan S. Johnson and Naomi Kelman. Mr. Tehle and Mses. Hepner, Johnson and Kelman each qualify as an independent director under Nasdaq corporate governance standards and the independence requirements of Rule 10A-3 of the Securities Exchange Act of 1934 (the “Exchange Act”). Our Board of Directors has determined that Mr. Tehle and Ms. Hepner each qualify as an “audit committee financial expert” as such term is defined in Item 407(d)(5) of Regulation S-K.

The audit committee is responsible for, among other things, preparing the audit committee report required by the SEC to be included in our proxy statement and assisting our Board of Directors with respect to its oversight of (1) our risk management policies and procedures, (2) the audits and integrity of our financial statements, and the effectiveness of internal control over financial reporting, (3) our compliance with legal and regulatory requirements, including SEC filings, (4) the qualifications, engagement, performance and independence of the outside auditors, including approving all auditing and non-auditing services performed by our outside auditors and (5) approving the annual audit plans and the performance of our internal audit function.

Nominating and Corporate Governance Committee

Our nominating and corporate governance committee consists of Virginia A. Hepner, who serves as the Chair, D. Randolph Peeler and Jose Armario. Each member of the nominating and corporate governance committee has been determined to be independent under the applicable listing standards of Nasdaq and our Corporate Governance Guidelines.

The primary purpose of the nominating and corporate governance committee is to provide assistance to the Board of Directors by, among other things, determining the size, structure, composition, processes and practices of the Board and its committees and assessing director independence and qualifications. The committee also identifies, recommends and assists the Board in recruiting individuals qualified to become Board members, oversees the Board’s director education practices, and takes a leadership role in shaping the corporate governance of the Company through its review and development of our Corporate Governance Guidelines and practices and guidance of the annual Board evaluation. The committee, along with the Board as whole, retains oversight responsibility for the Company’s ESG

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strategy and provides oversight and guidance on environmental sustainability, social justice and corporate responsibility issues and opportunities for the Company.

Compensation Committee

Our compensation committee consists of Thomas V. Taylor, Jr., who serves as the Chair, D. Randolph Peeler and Heather Cianfrocco. Each member of the compensation committee has been determined to be independent under the applicable listing standards of Nasdaq and our Corporate Governance Guidelines.

The primary purpose of the compensation committee is to assist our Board of Directors in discharging its responsibilities relating to (1) setting our compensation philosophy and compensation of our executive officers and directors, (2) monitoring our equity-based and certain incentive compensation plans and (3) preparing the compensation committee report required to be included in our proxy statement or annual report under the rules and regulations of the SEC.

Committee Charters and Corporate Governance Guidelines

Our commitment to good corporate governance is reflected in our Corporate Governance Guidelines, which describe our Board of Directors’ views and policies on a wide range of governance topics. These Corporate Governance Guidelines are reviewed from time to time by our Board of Directors and, to the extent deemed appropriate in light of emerging practices, revised accordingly, upon recommendation to and approval by our Board of Directors.

In December 2022, following the annual review by the nominating and corporate governance committee, the Board adopted updates to the Corporate Governance Guidelines and committee charters to reflect evolving governance best practices.

Our Corporate Governance Guidelines, audit, nominating and corporate governance and compensation committee charters, and other corporate governance information are available in the investors section of our website, www.nationalvision.com.

Code of Conduct

We are committed to ensuring our business is conducted ethically and legally. We maintain a written code of conduct that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer, or persons performing similar functions, which we call our Code of Conduct. Our Code of Conduct is a “code of ethics” as defined in Item 406(b) of Regulation S-K and is posted in the investors section of our website, www.nationalvision.com.

We intend to make any legally required disclosures regarding amendments to, or waivers of, provisions of our Code of Conduct on our website.

Hedging and Pledging Policies

The Company’s Securities Trading Policy requires executive officers and directors to consult the Company’s General Counsel prior to engaging in transactions involving the Company’s securities. Directors and executive officers are prohibited from hedging or monetization transactions including, but not limited to, variable forward contracts, equity swaps, collars and exchange funds, or from trading in options, warrants, puts and calls or similar instruments on the Company’s securities or establishing a short position in the Company’s securities. The Company’s Securities Trading Policy discourages employees from purchasing the Company’s securities on margin, or borrowing against any account in which the Company’s securities are held, or pledging the Company’s securities as collateral for a loan. For directors and officers, the pledging of Company securities is limited to those situations approved by the Company’s General Counsel.

Transactions with Related Persons

The Board has adopted a written related person transaction policy that sets forth the policies and procedures for the review and approval or ratification of related person transactions. This policy covers, with certain exceptions set forth in Item 404 of Regulation S-K under the Securities Act, any transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships, in which we were or are to be a participant, where the amount involved exceeds $120,000 and a related person had or will have a direct or indirect material interest, including, without limitation, purchases of goods or services by or from the related person or entities in which the related person

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has a material interest, indebtedness, guarantees of indebtedness and employment by us of a related person. It is our policy that no related person transaction will be executed without the approval or ratification of the disinterested members of the Board or a committee of the Board.

There were no related persons transactions since the beginning of fiscal year 2022 required to be reported in this proxy statement under the applicable SEC rules.

Stockholder Engagement

Since our initial public offering (IPO), we have been committed to stockholder engagement and we greatly value the input we receive from our stockholders. We believe strong corporate governance should include year-round engagement with our stockholders. Our investor relations team and members of our senior management are in frequent communication with stockholders on a variety of matters, including our operations and financial performance. Our Chief Executive Officer, Chief Financial Officer and Chief Operating Officer are engaged in meaningful dialogue with our stockholders through our quarterly earnings calls and investor-related outreach events. In addition, a cross-functional team conducts our off-season stockholder outreach and engagement program through which we solicit feedback focused on corporate governance, executive compensation, corporate social responsibility and other ESG matters of interest to our stockholders. Stockholder engagement and feedback is regularly shared with our Board of Directors.

In 2022, as part of our off-season stockholder engagement efforts, we engaged with the Company’s top institutional investors representing over 80% of our outstanding shares following outreach to stockholders representing 95% of our outstanding shares. Many of these stockholders expressed support for the continued progress of the Company’s Sustainability strategy and other topics covered included business operations, governance, human capital and its executive compensation program.

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Sustainability

Our commitment to sustainability is a core part of who we are as a Company, as is evidenced by our mission—“We help people by making quality eye care and eyewear more affordable and accessible.” We understand the importance of acting responsibly as a business, employer and corporate citizen. Engagement on sustainability is important to us and our stakeholders and we are committed to balancing the social, economic, human capital management and environmental aspects of our business with disclosure highlighting our aspirations and achievements in these areas.

SEE+G Framework

In 2022, we published our second Sustainability Report, in which we enhanced our disclosure on how our ESG approach links to both stakeholder impact and to business success.

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Sustainability Governance Structure

We developed an internal sustainability governance structure that begins with oversight by the Board through its nominating and corporate governance committee and executive leadership from our Chief Executive Officer. Our General Counsel serves as the executive sponsor of our sustainability strategy, chairs the steering committee and provides regular updates to the Board and its nominating and corporate governance committee.

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A few of our 2021 Sustainability highlights include:

Moving forward, we are strategically progressing our SEE+G initiatives, partnerships and infrastructure, while remaining focused on areas that will help us help others to see better.

We are also committed to disclosing our progress each year, including in our Corporate Sustainability Report and on the Corporate Responsibility page of our website, www.nationalvision.com. The information on our website is not, and will not be deemed to be, a part of this proxy statement or incorporated into any other filings with the SEC.

Human Capital Management

With an inclusive and people-first culture, we are focused on celebrating and respecting our associates’ diverse backgrounds, empowering, rewarding and developing our associates and aiming to give back to the communities in which we serve. Our human capital initiatives are focused on attracting highly qualified individuals and providing them with continued opportunities for growth and development. As of December 31, 2022, we had 13,975 full-time and part-time associates. In addition, our network of independent optometrists, which consists of independent optometrists and optometrists employed by independent professional corporations or similar entities, includes 1,841 optometrists as of December 31, 2022.

Talent Acquisition

At National Vision, we are committed to attracting talent aligned with our Vision, Mission and Values. We have invested in key leadership roles within the talent organization to refine our approach and have incorporated new technology to improve both the candidate and hiring manager experience. In addition, we have partnered with schools and other organizations to promote the profession of optometry, including continuing our multi-year sponsorship of the Association of Schools and Colleges of Optometry campaign “Optometry Gives Me Life” targeted at high school and college students, and ensuring that graduating optometrists are educated on the variety of career options available to them. Additionally, we increased accessibility to our own internal National Vision Doctor of Optometry Tuition Reimbursement program, which provides for the reimbursement of education expenses to associates attending optometry school. We have utilized in person events and online platforms for job fairs and on-campus events, selectively offered key incentives, such as a student loan repayment program, and educated applicants on the health and safety protocols implemented in our stores.

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Talent Development

We have a proven record of opening new stores with high-quality training support. As a result of the COVID-19 pandemic, we adapted our new store training approach by introducing and enhancing virtual instructor-led training classes, allowing for a continuation of high touch training to prepare stores to open safely and effectively. We also increased ongoing training, especially in the areas of safety protocol procedures and customer interactions. We provide associates and optometrists with several opportunities and mechanisms through which they can provide feedback and allow us to continue developing programs for training and growth. We have invested in supporting our store managers through a new Training Store Manager program, which provides training during their critical first steps as new managers. The program offers high-performing store managers the opportunity to certify as Training Store Managers through a five-week certification process focused on coaching, self-awareness, giving and receiving feedback, and time management. Once participants are certified as Training Store Managers, they provide onboarding and training support to store managers across their district. In addition to providing valuable support to new managers and new store teams, the program provides our associates with a new avenue for leadership opportunities and professional development. After the Training Store Manager program launched in May 2021, we selected and certified more than 60 Training Store Managers across the country in 2021, and we continued to expand the program in 2022. The Training Store Manager program builds on our culture of developing and promoting our associates.

Benefits and Wellness

We strive to ensure our people always feel supported so they can bring their best selves to work every day. We demonstrate this commitment through many of our benefits and wellness offerings. Programs like our 401(k) plan, core and supplemental life insurance, health plan, short-term and long-term disability, wellness and disease management programs, including personalized programs for diabetes and hypertension, vacation pay, parental and adoption leave, accident, critical illness, group legal and identity theft programs, and a financial protection resource, provide the needed resources essential for helping our people care for themselves and their families. We also offer free on-demand mental and behavioral health resources, to provide needed guidance when work and personal challenges affect an associate’s overall well-being. Additionally, our associates receive an annual associate eyewear ticket and eyewear gift tickets that provide them or their friends and family discounted eyewear purchases in our stores.

Our college scholarship program was established to assist associates with children (age 24 or under), who are high school seniors or graduates, planning to enroll in a full-time undergraduate course of study at an accredited U.S. college or university. Each year, ten recipients are granted an award of $2,500 each and awards are renewable up to three years for a total scholarship of $10,000. We also provide current and former associates who are in pursuit of a Doctor of Optometry (O.D.) degree with financial support through a tuition reimbursement program.

Our compensation programs are also designed to reinforce our growth agenda and talent acquisition strategy. In addition to competitive base pay, we seek to reward associates with annual incentive awards, recognition programs, and equity awards for associates at certain levels.

Shortly after our IPO, we established the National Vision Crisis Relief Fund to help support associates who are facing financial hardship as a result of a natural disaster, family emergency or other unexpected events. Donations made to the Crisis Relief Fund are matched by the Company. Since its creation, over $1.3 million have been provided to associates for assistance, with over 95% provided since the beginning of the COVID-19 pandemic.

Diversity, Equity and Inclusion

We are committed to a diverse and inclusive culture and in 2020, we formed a new Diversity, Equity and Inclusion (“DEI”) department within the Company. As we move forward in our DEI journey, we are focused on advancing diversity in our recruitment, training, career mentorship and development, employment, branding and community service. In 2021, we continued our focus on reviewing best practices and initiatives and conducted listen and learn sessions with associates and optometrists to solicit feedback and identify opportunity areas. As a part of these efforts, we collaborated with non-profit and educational institutions with the goal of increasing the percentage of Black doctors in the industry, including sponsoring and participating in the “Impact HBCU” event sponsored by Black Eyecare Perspectives with the goal of increasing awareness in the field among historically black college and university (“HBCU”) students. In 2021, our Chief Executive Officer became a signatory to the CEO Action for Diversity and Inclusion pledge, committing to a series of actions related to diversity, equity and inclusion across the Company, industry and communities. We were named one of Forbes’ Best Employers for Women and one of Forbes’ Best Employers for Veterans in 2021, received the highest ranking given by 50/50 Women on Boards for balanced gender representation among the independent members of the Company’s Board of Directors. We were also recognized as one of Forbes’ Best Employers for

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Diversity in 2021 for, among other things, our proactive diversity and inclusion initiatives and were named one of Newsweek’s America’s Most Responsible Companies for 2023 for our corporate responsibility and citizenship.

Health and Safety

Our health and well-being efforts are built on a foundational commitment to the safety of our associates and doctors in our network. We believe that we are in material compliance with applicable Occupational Safety and Health Administration guidelines and state regulations. At each of our labs and distribution centers, there are specific leaders responsible for the management of associate safety. For example, lab directors organize and run safety trainings for local associates, some of which are conducted through our Learning Management System and others through in-person instruction. For our retail locations, we provide support to managers and field leaders in understanding and complying with applicable laws and regulations.

The COVID-19 pandemic presented unique challenges for our associates, doctors, customers and patients. We prioritized the safety of our associates, optometrists, customers and patients by voluntarily closing our stores to the public for a temporary period of time in 2020 to implement enhanced safety and cleaning protocols in order to serve our customers and patients with everyone’s health and safety in mind. Health and safety remain at the forefront for us as the pandemic and variants continue to evolve and present challenges for us.

Beginning in 2020, we created multiple resources for associates, including frequent and transparent communication tools, additional leave of absence and paid leave options, and centralized support to address COVID-19 questions and concerns, including regarding the availability of vaccines.

Compensation of Directors

Directors who are our employees do not receive remuneration for serving on our Board. The compensation committee, with assistance from its independent compensation consultant, reviews the 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, as described later in the Compensation Discussion & Analysis section. The compensation committee reviewed director compensation in February 2022 and made changes that went into effect on June 15, 2022 to better align elements of annual director compensation with market practices. Prior to this update, the Board had not increased its director compensation since 2018.

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The annual cash retainer was increased to $80,000, paid quarterly, in arrears.

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The annual cash retainers of the Chairs of the audit committee, compensation committee and nominating and corporate governance committee were increased to $22,500, $18,750 and $15,000, respectively, paid quarterly, in arrears.

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The annual equity grant was increased to a $140,000 restricted stock unit grant, which will vest on the first anniversary of the grant date, subject to continued service through the applicable vesting date.

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In addition, beginning with cash retainer fees received in fiscal 2022, non-employee directors were 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 Board cash retainer and annual committee chair cash retainer, if applicable, in equity in the form of restricted stock units, which would vest in full on the first anniversary of the grant date, subject to such non-employee director’s continued service through the vesting date. Additionally, the annual equity grant became a grant in the form of restricted stock units instead of restricted stock and any election to receive all or any portion of cash retainers would also be given in the form of restricted stock units.

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.

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2022 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 2022:

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(1)

Includes all annual retainer fees paid in cash to the directors. In lieu of receiving cash retainers, Mr. Peeler donated his cash retainer to 20/20 Quest, a National Vision sponsored charitable foundation. Mr. Armario, Ms. Johnson, Ms. Kelman, and Mr. Taylor elected to receive 100% of their cash retainer fees in stock awards. Ms. Cianfrocco elected to receive 66% of her cash retainer in stock awards. In accordance with these elections, Mr. Armario, Ms. Johnson, Ms. Kelman, Mr. Taylor and Ms. Cianfrocco each received 7,832, 7,832, 7,832, 8,445 and 6,882 restricted stock units, respectively, on June 15, 2022. 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”), was $77,720 for Mr. Armario, $77,720 for Ms. Johnson, $77,720 for Ms. Kelman, $94,760 for Mr. Taylor and $51,295 for Ms. Cianfrocco. See Note 5 of the Notes to Consolidated Financial Statements contained in the Company’s 2022 10-K for an explanation of the assumptions made in the valuation of these awards.

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(2)

The amount reported reflects the grant date fair value calculated in accordance with ASC Topic 718 associated with the annual equity grant to each director as of such grant date. See Note 5 of the Notes to Consolidated Financial Statements contained in the Company’s 2022 10-K for an explanation of the assumptions made in the valuation of these awards. The grant date fair value of the annual award that was granted on June 15, 2022 for all directors was $140,000 for the 5,036 restricted stock units granted to such directors. In addition, certain directors received additional restricted stock units on June 15, 2022, in lieu of cash retainers, as described in footnote 1 above. As of December 31, 2022, Mr. Armario held 7,832 unvested restricted stock units, Ms. Cianfrocco held 6,882 unvested restricted stock units, Ms. Hepner held 5,036 unvested restricted stock units, Ms. Johnson held 7,832 unvested restricted stock units, Ms. Kelman held 7,832 unvested restricted stock units, Mr. Taylor held 8,445 unvested restricted stock units and Mr. Tehle held 5,036 unvested restricted stock units.

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(3)

At the request of Mr. Peeler, the compensation committee approved in February 2022 a program in which (i) in lieu of paying his cash retainer for Board service and any committee chairperson service, if applicable, directly to Mr. Peeler, the Company would instead make a quarterly donation of such retainer in Mr. Peeler’s name to the Company’s foundation or another charity of its choosing and (ii) Mr. Peeler would not receive the restricted stock unit award to which non-employee directors are entitled under the director compensation program.

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Director Stock Ownership Guidelines. The Board of Directors adopted stock ownership guidelines (the “Guidelines”) applicable to our executive officers and directors who are not members of management (the “Covered Directors”). Under the Guidelines, Covered Directors are required to hold a specific level of equity ownership, as a multiple of annual cash retainer. The Guidelines currently require Covered Directors to hold 5x the annual cash retainer. There is no required time frame within which a Covered Director must attain the applicable stock ownership level under the Guidelines. However, until the applicable ownership level is achieved, Covered Directors must retain 50% of vested shares net of stock option exercise (if applicable) and tax withholding. Shares that count toward these ownership guidelines include shares owned outright, shares held in the Company’s 401(k) or other retirement plan and shares of time-based restricted stock and restricted stock units (whether vested or unvested). The retention requirement applies to all prior and future grants. As of January 1, 2023, all non-employee directors have met or exceeded their current ownership requirements.

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PROPOSAL NO.2—NON-BINDING ADVISORY VOTE ON EXECUTIVE COMPENSATION

Our stockholders are being asked to approve, in a non-binding advisory vote, the compensation of our named executive officers as disclosed in this proxy statement pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion. While the results of the vote are non-binding and advisory in nature, the Board intends to carefully consider the results of this vote.

The text of the resolution in respect of Proposal No. 2 is as follows:

“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed in this proxy statement pursuant to the rules of the SEC, including the Compensation Discussion and Analysis, compensation tables and any related narrative discussion is hereby APPROVED.”

In considering their vote, stockholders may wish to review the information on our compensation policies and decisions regarding our named executive officers presented in Compensation Discussion and Analysis on pages 30-39, the compensation tables and narrative discussion on pages 41-49, and the discussion regarding the compensation committee on page 40.

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Executive Summary

We design our compensation programs to attract and retain a talented and experienced executive team with the skills and qualifications to manage and lead the Company effectively. We strive to create an executive compensation program that strikes the right balance of paying for performance, motivating our leaders to contribute to the achievement of our financial goals and focusing on long-term value creation for our stockholders, all without taking undue risk.

This Compensation Discussion and Analysis contains a discussion of the material elements of compensation awarded to, earned by or paid to our named executive officers (“NEOs”), which include our Chief Executive Officer, Chief Financial Officer and our three other most highly compensated executive officers during fiscal 2022, which ended December 31, 2022. Our NEOs for fiscal 2022 were:

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(1)

On August 31, 2022, Mr. Moore was promoted from Chief Financial Officer to the role of Chief Operating and Financial Officer through December 31, 2022, when he then transitioned to the role of Chief Operating Officer, effective January 1, 2023.

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(2)

Mr. Francis resigned from the Company effective August 31, 2022 to take an international leadership position in a company outside of the optical industry.

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The following information summarizes the Company’s key executive compensation actions and decisions for fiscal 2022. Additional information about our compensation programs and the Company’s 2022 performance can be found in the Company’s 2022 10-K and this proxy statement.

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2022 Business Highlights

In 2022, we remained focused on our long-term strategy and progressing our key strategic initiatives, all while navigating the challenging macroeconomic environment and continuing to deliver low cost eye care and eyewear, a medical necessity, to the communities we serve. While the uncertain macro environment, inflationary pressures and our investments in key initiatives will weigh on profitability in the near-term, we expect to be well positioned for continued success and improved market position longer term. Our fiscal year 2022 financial and operational highlights included:

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Overall store count grew to 1,354 stores

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Comparable store sales growth was (7.5)%, and Adjusted Comparable Store Sales Growth1 was (7.6)%

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Net revenue of $2.01 billion

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Net income of $42.1 million

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Adjusted Operating Income1 decreased to $87.8 million

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Diluted EPS decreased to $0.52; Adjusted Diluted EPS1 decreased to $0.65

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We returned $80.0 million to stockholders through share repurchases

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Our cash balance was $229.4 million as of December 31, 2022

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(1)

For an explanation of our non-GAAP financial measures and a reconciliation of Adjusted Comparable Store Sales Growth, Adjusted Operating Income and Adjusted Diluted EPS to the most directly comparable GAAP measures, see Appendix A to this proxy statement.

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2022 Compensation Highlights

As noted above, we are committed to aligning executive compensation to the Company’s performance. As illustrated in the charts below, the majority of our NEOs’ 2022 compensation was targeted to be performance-based.

Our 2022 compensation programs were aligned with the competitive market to continue attracting and retaining high-quality executives capable of executing the Company’s strategy and delivering value for stockholders. Key actions taken by the compensation committee include the following:

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Base Salary

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In February 2022, the compensation committee approved executive officer salary increases ranging from 1.7% to 8%, to more closely align compensation opportunities with the competitive market. These increases took effect in July 2022.

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Annual Cash Incentive Program (“STIP”)

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➢

Annual cash incentive awards pay out between 0% and 200% of target, based on performance against our Adjusted Operating Income target. Based on Adjusted Operating Income performance of $101.3 million (as defined under the fiscal 2022 Short-Term Incentive Plan (“STIP”)), the fiscal 2022 STIP funded at 0% of target. The compensation committee certified the fiscal 2022 STIP results at 0%, but did approve (1) a discretionary STIP cash payment for associates below the Vice President level, along with a retention grant of restricted stock units to certain associates below the Vice President level, and (2) a retention grant of restricted stock units to associates at the Vice President level. None of our NEOs received a STIP cash payment or retention award for 2022.

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Long-Term Incentive Program (“LTIP”)

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➢

In February 2022, the compensation committee approved a grant to each of our NEOs of time-vesting restricted stock units (“RSUs”) and performance-based restricted stock units (“PSUs”). The compensation committee approved performance metrics for the PSUs, which vest between 0% and 200% based on performance against three-year growth targets. The PSUs are based off two performance growth measures, Adjusted Operating Income and return on invested capital (“ROIC”), which are weighted 75% and 25%, respectively.

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➢

In February 2023, the compensation committee certified the level of achievement of the performance criteria of the 2020 PSU awards, which paid out at approximately 108% of the target based on three year Adjusted EBITDA performance.

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Compensation Philosophy and Approach

Our mission is making quality eye care and eyewear more accessible and affordable. In order to do this, we must attract, engage and retain highly talented individuals who are committed to our core values of doing what is right, creating happiness every day and being energized to serve. Our compensation programs are designed to help us achieve these goals. We expect our executive team to possess and demonstrate strong leadership and management capabilities and continue to execute against our strategic growth initiative. To reward and retain our leaders, including our NEOs, we have designed a total compensation approach that rewards both short-term and long-term success.

Compensation Objectives

Our compensation program for executives is currently designed to support the following objectives:

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Motivate executives to meet or exceed Company 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.

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Attract and retain talented executives. The Company seeks to provide overall levels of compensation that are market competitive to attract, retain and motivate highly qualified executives to continue to enhance long-term equity value.

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Link the financial interests of executives and stockholders. In order to foster a strong relationship between stockholder value and executive compensation, a significant portion of compensation is composed of equity- based incentive awards. Additionally, 50% of our NEOs long-term incentives are granted in the form of PSUs which are directly tied to the Company’s financial performance. Our NEOs are subject to stock ownership guidelines that ensure they maintain a significant level of equity ownership.

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Our compensation packages are designed to promote integrity, leadership, teamwork, ownership and initiative by our employees whose performance and responsibilities directly affect our results. We strive to create competitive compensation packages for all employees that encourage them to achieve our long-term business goals without taking unnecessary risks. We believe that, to attract and retain talented senior executives, we must provide them with a competitive level of predictable compensation that rewards their continued service. We also believe that performance-based compensation plays a significant role in aligning senior executives’ interests with those of our stockholders and should be emphasized in the overall program structure. We motivate and reward NEOs for successfully executing our business strategy and believe that a combination of both short-term and long-term compensation creates an optimal pay-for-performance environment.

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Consideration of Say on Pay Votes

We are pleased that stockholders representing over 94.7% of the shares voted for the Say on Pay Proposal at the 2022 annual meeting, expressing their support and approval of our NEO compensation described in our 2022 proxy statement. During 2022, we continued our stockholder engagement program and sought feedback from stockholders on a range of topics, including executive compensation. See Stockholder Engagement on page 22 for additional details of our stockholder engagement program.

As is its practice, the compensation committee took into account the results of the Say on Pay Proposal from prior years, as well as feedback received as part of our stockholder engagement program and the other factors discussed in more detail in “—Our Annual Compensation-Setting Process” below, when considering updates to our compensation programs. Given the strong Say on Pay vote outcome and feedback from our stockholder engagement, the committee did not believe any material changes were necessary to our compensation programs.

Our Annual Compensation-Setting Process

Role of the Compensation Committee

Our executive compensation plans and programs are administered by our compensation committee. Our compensation committee is responsible for reviewing and approving, or recommending to our full Board of Directors, equity compensation grants and other aspects of compensation, including base salaries and the administration of our annual cash incentive program under our Short-Term Incentive Plan, or STIP, for employees. Our compensation committee is also responsible for recommending to the full Board of Directors the compensation of our CEO and determining and approving the compensation of other executive officers, as recommended by our CEO and Chief People Officer. At the beginning of each performance cycle, the compensation committee or the Board of Directors, as applicable, approves financial goals designed to align executive pay with company performance and stockholder interests, provide competitive pay opportunities dependent on performance, retain talent, create optimal stockholder value and mitigate material risk. These approvals include reviewing and setting performance goals under the STIP and Long-Term Incentive Program, or LTIP, and reviewing and approving awards (including the terms and conditions of such awards) under the STIP and LTIP for all executive officers.

Role of Independent Members of the Board of Directors

Independent members of our Board assist in setting executive compensation by assessing the performance of the CEO, reviewing the compensation committee’s assessment of the CEO’s performance and approving the compensation of the CEO based on the recommendation of the compensation committee.

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Role of Management

Our CEO and our Chief People Officer work closely with the compensation committee in managing our executive compensation program, along with gathering information for, and attending meetings of, the compensation committee.

Our CEO makes recommendations to the compensation committee regarding compensation for the executive officers (other than himself), including base salary amounts and equity compensation grants. Our CEO and CFO also provide input in discussions regarding the development of annual Company performance goals for which annual cash incentive payouts under our STIP and PSU awards under LTIP could be earned.

Role of the Compensation Consultant

The compensation committee has engaged Meridian Compensation Partners, LLC (“Meridian”) to assist the committee regarding various executive compensation matters and to serve as its independent compensation consulting firm. In connection with this appointment, in 2022 the compensation committee reviewed Meridian’s independence, including considering the factors specified in the Nasdaq listing standards and receiving confirmation by Meridian of its independent status. The compensation committee believes that Meridian is independent and that there is no conflict of interest between Meridian and the compensation committee. Meridian assists 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 makes recommendations consistent with the Company’s pay philosophy, market trends, legal and regulatory considerations and the Company’s overall business needs. In addition to providing advice regarding executive compensation best practices, Meridian also provides market data as a background for recommendations regarding CEO and other executive base salary and annual and long-term incentives.

Use of Comparative Market Data

We aim to compensate our executive officers competitively. To gain a general understanding of current market compensation practices, our compensation committee reviewed the findings as presented in a market study conducted by Meridian in December 2021. The external market data reviewed included proxy data from the peer group companies described below and survey data. The compensation committee reviewed the peer group in August 2021 and determined that no changes were necessary from 2021 to 2022 outside of the previously disclosed removal of At Home Group, Inc., who was acquired by Hellman & Friedman in 2021. The peer group reflects a mix of companies in various industries that together represent the retail and health care aspects of our business and scope of operations (as measured by annual revenue, market capitalization and number of employees). At the time of the review the Company was near the 38th percentile of the peer group in revenue and the 37th percentile in market capitalization. The 2022 compensation peer group consisted of the following 14 companies:

As more fully described below under “—Compensation Elements,” the data from the peer group above was reviewed by the compensation committee in connection with compensation decisions for 2022. The compensation committee did not target a specific percentile with respect to the peer group in determining our NEOs’ total compensation, nor did it establish a prescribed mix of pay for our executives.

In September 2022, the compensation committee reviewed the peer group and removed The Container Store and added Acadia Healthcare Company and Cano Health to the peer group for fiscal year 2023.

Compensation Elements

Program Design. 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.

Each element of the compensation program complements the others and, together, these elements are intended to achieve the compensation committee’s principal compensation objectives. When decisions about compensation for

34      2023 Proxy Statement

an executive officer are made, the impact on the total value of all these elements of compensation for the individual is considered. For executives, the compensation committee reviews competitive market data and establishes target total direct compensation opportunities (i.e., salary, target annual cash incentive and target annual long-term incentive) based on the following factors: corporate performance, competitive market data and the circumstances surrounding the executive’s initial hiring or promotion to a position with increased responsibilities.

Base Salary

We believe it is important to provide a competitive level of fixed pay to attract and retain talented and experienced executives capable of driving the Company’s business strategy. In determining the amount of base salary that each NEO receives, we look to the executive’s current compensation, time in position, any change in the executive’s position or responsibilities (including complexity and scope), and the relation of his or her position to those of other executives within the Company and in similar positions at peer companies. Base salaries are reviewed annually or at other times when appropriate and may be increased from time to time pursuant to such review. Base salary increases were approved for 2022 as outlined below.

​

(1)

In February 2022, the compensation committee approved adjustments to the base salaries of Messrs. Fahs, Moore, Brandman, Clark and Francis, which were effective in July 2022. As reflected in the table above, the compensation committee approved a salary of $350,000 for Mr. VanDette when he joined the Company in April 2022.

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(2)

In February 2022, the compensation committee approved a 3% adjustment to the base salary of Mr. Moore ($530,500 annually), which was effective in July 2022. In August 2022, Mr. Moore was promoted from Chief Financial Officer to Chief Operating and Financial Officer and given a 13.1% base salary increase to $600,000 annually.

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Annual Cash Incentive Program—Short Term Incentive Plan (STIP)

In fiscal year 2022, our executives participated in the STIP, which is our annual cash incentive program. The primary purpose of the STIP is to focus management on key measures that drive financial performance and to provide competitive bonus opportunities tied to the achievement of our annual financial and strategic growth objectives. We believe that tying NEO bonuses to Company performance goals encourages collaboration across the executive leadership team.

The compensation committee approved the STIP design, targets and STIP Adjusted Operating Income goal (as defined in Appendix A) in February 2022 as part of the annual compensation setting process. Each NEO’s target annual bonus under the STIP is expressed as a percentage of base salary with the payouts ranging from 50% to 200% for 2022. Actual STIP award payouts were calculated by multiplying each NEO’s target bonus percentage by the payout percentage. For 2022, the STIP included threshold, target, and maximum levels of performance and corresponding payouts. Awards could be earned at more or less than target based on the pre-established scale set forth in the following table below. For performance percentages between the specified threshold, target, and maximum levels, payouts are interpolated on a straight-line basis.

​

(1)

See Appendix A to this proxy statement for an explanation of STIP Adjusted Operating Income and a reconciliation to the most directly comparable GAAP measure.

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2023 Proxy Statement       35

For fiscal 2022, the Company’s STIP Adjusted Operating Income achieved was $101.3 million, which was below the threshold level of performance and resulted in a formulaic payout percentage of 0%. Therefore, the NEOs did not earn STIP awards for fiscal 2022.

Long-Term Incentive Program

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.

LTIP Awards

In February 2022, following its evaluation, with the assistance of Meridian, of the equity-based incentives for our executive officers, the compensation committee adopted a new long-term incentive program (LTIP) under the 2017 Omnibus Plan. As part of our annual compensation cycle, all of our NEOs, other than new hire or additional awards as noted below, were granted the following awards: (1) time-vesting restricted stock units (“RSUs”) (representing 50% of the total target value of fiscal 2022 LTIP awards for each NEO), and (2) performance-vesting restricted stock units (“PSUs”) (representing the remaining 50% of the total target value of fiscal 2022 LTIP awards for each NEO). Mr. VanDette was awarded RSUs on his date of hire in April 2022. In addition, Mr. Moore was granted additional RSUs in October 2022 in connection with his promotion.

For fiscal year 2022, the compensation committee issued PSU awards with two performance growth measures, Adjusted Operating Income and ROIC, which are weighted 75% and 25%, respectively, for the three-year performance period (2022-2024).

The following table reflects the target grant value and division of PSUs and RSUs granted to each NEO in 2022.

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(1)

The table reflects the annual grant awarded to Mr. Moore in March 2022 of $350,000 in RSUs and $350,000 in PSUs as well as a $300,000 special equity award of RSUs in October 2022 granted as part of his promotion from Chief Financial Officer to the role of Chief Operating and Financial Officer.

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(2)

The stock grant awarded to Mr. VanDette was awarded on his date of hire in April 2022 and included the $475,000 annual grant value distributed as $237,500 in RSUs and $237,500 in PSUs and an additional $100,000 in RSUs as a sign on grant.

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(3)

The stock grant awarded to Mr. Francis was subsequently forfeited in full upon his resignation and departure from the Company in August 2022.

​

RSU Awards. The RSUs granted in fiscal 2022 to Messrs. Fahs, Moore, Brandman, Clark and Francis in March 2022 will vest in three equal annual installments, with one-third of the total number of shares underlying the RSUs vesting

36      2023 Proxy Statement

on each of the first, second, and third anniversaries of March 2, 2022, subject to the executive’s continued employment through the applicable vesting period.

The RSUs granted in April 2022 to Mr. VanDette under his annual grant and valued at $237,500 in RSUs will vest in three equal annual installments, with one-third of the total number of shares underlying the RSUs vesting on each of the first, second, and third anniversaries of April 11, 2022, subject to the executive’s continued employment through the applicable vesting period. The RSUs granted in April 2022 to Mr. VanDette as a sign on grant and valued at $100,000 will vest in two equal annual installments, with one-half of the total number of shares underlying the RSUs vesting on each of the first and second anniversaries of April 11, 2022, subject to the executive’s continued employment through the applicable vesting period.

The RSUs granted in October 2022 to Mr. Moore will vest in three equal annual installments, with one-third of the total number of shares underlying the RSUs vesting on each of the first, second, and third anniversaries of October 5, 2022, subject to the executive’s continued employment through the applicable vesting period.

PSU Awards. PSU awards are earned over a three-year performance period and, for the 2022 PSU awards, are conditioned on the Company’s achievement of certain Adjusted Operating Income and Adjusted ROIC growth targets, as set forth in the PSU award agreement. 75% of the target PSUs shall be subject to performance goals relating to Adjusted Operating Income (the “AOI PSUs”), and 25% of the target PSUs shall be subject to performance goals relating to Adjusted ROIC (the “ROIC PSUs”). Each of these performance metrics will be measured independently. Vesting is based on an achievement factor which, in each case, ranges from 50% payout for threshold performance, 100% for target performance, and 200% for maximum performance. To the extent that performance falls between the applicable threshold, target or maximum levels, payouts will be determined using linear interpolation.

The PSU awards granted in fiscal 2022 will be settled after the end of the respective three-year performance period, which began on the first day of our 2022 fiscal year and ends on the last day of our 2024 fiscal year. For each metric, the compensation committee believes that the goals set are appropriately challenging, yet reasonably attainable. The actual goals are not being disclosed before the end of the performance period because we believe such disclosure would be competitively harmful.

2020 PSU Awards. PSUs granted in 2020 (based on the three-year 2020-2022 performance period), vested and were payable in March 2023. The compensation committee certified the level of achievement of the performance criteria for the 2020 PSUs based on the Company’s achievement of certain annual Adjusted EBITDA growth targets (set at the beginning of the three-year performance period) over the performance period, as set forth in the PSU agreement.

Based on the Company’s actual Adjusted EBITDA growth rate during the three-year performance period ending December 31, 2022, the vesting percentage of the PSU awards granted in fiscal year 2020 to our NEOs, and which vested on March 2, 2023, was approximately 108% of the target shares underlying those awards.

2023 Proxy Statement       37

​

(1)

Mr. Francis and Mr. VanDette joined the Company in 2021 and 2022 respectively, and did not receive a 2020 PSU award.

​

2023 Compensation. For fiscal 2023, the compensation committee approved a compensation plan design in line with the 2022 structure of base salary, STIP and LTIP, including the same LTIP vehicle mix of 50% PSUs and 50% time-based RSUs. CEO compensation for 2023 includes a base salary with no increase from 2022, a target STIP percentage payout with no increase from 2022 and a target LTIP award that was increased from its 2022 level to align with market standards as determined by the compensation committee for a tenured CEO.

Perquisites and Other Benefits

The benefits and perquisites provided to our NEOs are not a material part of executive compensation and are largely limited to those offered to our employees generally, or that we have otherwise determined are necessary or appropriate to attract and retain talented executives. Our NEOs are eligible for specified benefits, such as group health, dental, disability and life insurance. These benefits are intended to provide competitive and adequate protection in case of sickness, and the NEOs participate in these plans on the same basis as all other employees.

We provide specified perquisites to our NEOs when appropriate, including relocation as required. We also provide our executives, including our NEOs, with additional basic life insurance coverage and supplemental long-term disability and accidental death insurance. In addition, we provide our CEO with tax accounting services and a Young Presidents’ Organization (“YPO”) membership. The value of these perquisites and other personal benefits are reflected in the “All Other Compensation” column to the “Summary Compensation Table” and the accompanying footnotes below.

401(k) Savings Plan. Our eligible U.S. employees, including our NEOs, participate in the National Vision, Inc. 401(k) Retirement Savings Plan (the “401(k) Plan”). Eligible employees may enroll in the 401(k) Plan during the first month following three months of service with the Company. Under the 401(k) Plan, we match 50% of the first 3% of a participant’s contributions. The Company’s matching contributions vest pro rata over each of the following four years of employment with the Company.

Associate Stock Purchase Plan. We have maintained an Associate Stock Purchase Plan (the “ASPP”) since 2018. The ASPP provides all our eligible U.S. employees, including our NEOs, the opportunity to purchase up to $25,000 in our common stock annually at a 10% discount to the market price of our stock.

Severance Benefits

The Company provides severance benefits to our executives 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 eligible executives, including our NEOs, upon a termination of employment by the Company without cause or by the executive for good reason (each as defined in the Executive Severance Plan), in each case, subject to (i) the executive’s execution and non-revocation of a release of claims in favor of the Company and (ii) the executive’s continued compliance with the executive’s confidentiality, non-interference and invention assignment obligations to the Company. See “Potential Payments upon Termination or Change in Control,” which describes the payments to which each of the NEOs may be entitled under the Executive Severance Plan.

Restrictive Covenants

Our NEOs are subject to specified restrictive covenants, including confidentiality and non-disparagement covenants and covenants related to non-competition and non-solicitation of our employees, consultants and independent contractors

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at all times during the NEO’s employment, and for specific periods following the termination of employment for any reason. The post-employment restricted time periods are as follows: Mr. Fahs for twenty-four months after termination; Messrs. Moore and Brandman for eighteen months after termination; and Messrs. Clark and VanDette for twelve months after termination.

Stock Ownership Guidelines

Our Board of Directors has adopted stock ownership guidelines (the “Guidelines”) applicable to our executive officers and directors. These Guidelines align the interests of our management and directors with those of our stockholders. Such executive officers will be required to hold a specific level of equity ownership, as a multiple of annual base salary or annual cash retainer, as applicable, as follows:

•

Chief Executive Officer: 6x annual base salary.

​

•

Other Executive Officers: 3x annual base salary.

​

There is no required time period within which an executive officer must attain the applicable stock ownership level under the Guidelines. However, until the applicable ownership level is achieved, executive officers must retain 50% of vested shares net of stock option exercise and tax withholding.

Shares that counted toward these ownership guidelines included shares owned outright, shares held in the Company’s 401(k) Plan or other retirement plan and shares of time-based restricted stock and restricted stock units (whether vested or unvested). In February 2022, the compensation committee amended the Guidelines to clarify that vested stock options issued prior to the Company’s IPO do not count towards the ownership guidelines. As of January 1, 2023, Messrs. Fahs, Moore and Brandman have met or exceeded their current ownership requirements and the remaining executive officers are subject to the restrictions in the guidelines until their ownership requirements are met. The retention requirement for shares applies to all prior and future grants.

Hedging and Pledging Policies

Our NEOs are subject to our hedging and pledging policies as outlined in the Company’s Securities Trading Policy described on page 21.

Clawback Policy

Our 2017 Omnibus Plan contains a clawback provision applicable to all outstanding awards. The compensation committee may determine if any award should be subject to reduction, cancellation, forfeiture or recoupment to the extent necessary to comply with any applicable policy adopted by the Board of Directors or the committee or to comply with law, including any determination that a participant has received an excess amount under an award due to a financial restatement or any other reason. In connection with the SEC’s recent rulemaking related to clawback policies, we expect to review, adopt and implement a formal clawback policy compliant with the SEC rule.

Compensation Risk Assessment

The compensation committee, with the assistance of Meridian, reviewed our incentive programs to assess whether the programs encourage inappropriate risk-taking. Based on its review, the compensation committee concluded that risks arising from the company’s compensation plans, programs and policies, considered as a whole, including applicable risk-mitigation features, are not reasonably likely to have a material adverse effect on the company.

Tax and Accounting Considerations

We consider the effect of tax, accounting and other regulatory requirements in designing and implementing compensation programs so that our programs meet regulatory requirements and efficiently deliver compensation. While these factors may impact plan designs, ultimately, decisions reflect the pay strategy of the Company and the intent of our programs.

2023 Proxy Statement       39

Compensation Committee Report

The compensation committee has reviewed and discussed the Compensation Discussion and Analysis with management. Based on its review and discussion with management, the compensation committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference in the Annual Report on Form 10-K for the fiscal year ended December 31, 2022 filed with the Securities and Exchange Commission.

Compensation Committee

Thomas V. Taylor, Jr., Chair
Heather Cianfrocco
D. Randolph Peeler

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Compensation Tables

Summary Compensation Table

The following table presents summary information regarding the total compensation awarded to, earned by, or paid to each of our NEOs for services rendered in all capacities for the fiscal years ended December 31, 2022, January 1, 2022 and January 2, 2021.

​

(1)

Mr. VanDette joined the Company in April 2022 and Mr. Francis joined the Company in May 2021.

​

(2)

The Salary column reflects salaries paid in the years indicated to each of the NEOs.

​

(3)

The Bonus column reflects the discretionary bonus amount approved by the compensation committee in connection with its approval of the 2020 STIP Award that brought the total annual bonus amount for each NEO with the Company at that time to be paid out at the 2020 Target STIP amount for executive officers. The 2021 and 2022 amounts for Mr. Francis represent his cash sign-on bonuses.

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(4)

The values in the Stock Awards column represent the aggregate grant date fair value for the stock awards granted in the applicable year, computed in accordance with FASB ASC Topic 718. These awards include PSUs and RSUs. 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 can be found in Note 5 “Stock Incentive Plans” in our 2022 10-K. The amounts reported for these awards may not represent the amounts that the individuals will actually receive. The amounts received, if any, ultimately will depend on Company performance and the change in our stock price over time. For the 2022 PSU awards granted to our NEOs, the maximum shares payable and the grant date value assuming maximum performance, are as follows: for Mr. Fahs—85,302 shares valued at $3,250,006; for Messrs. Moore and Francis each—18,374 shares valued at $700,049; for Messrs. Brandman and Clark each—12,468 shares valued at $475,031; and for Mr. VanDette—10,982 shares valued at $475,082. Mr. VanDette’s stock awards include the annual 2022 PSU award grant valued at $475,082 noted earlier in this footnote and the RSU sign-on grant valued at a grant date value of $100,017.

​

(5)

The values in the Option Awards column represent the aggregate grant date fair value for the option awards granted in the applicable year, computed in accordance with FASB ASC Topic 718. The assumptions used to value these awards can be found in Note 5 “Stock Incentive Plans” in our 2022 Form 10-K. The amounts reported for these awards may not represent the amounts that the individuals will actually receive. The amounts received, if any, ultimately will depend on the change in our stock price over time.

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(6)

The Non-Equity Incentive Plan Compensation column reflects the cash incentive awards paid under the STIP for the applicable year. The Company pays these amounts, if any, in the month of March following the year in which they are earned. No cash incentive awards were paid under the 2022 STIP because Company performance was below target. Additional explanation of the non-equity incentive plan compensation for each NEO appears in “Annual Cash Incentive Program” in the Compensation Discussion and Analysis section above and below in the footnotes to the 2022 Grants of Plan-Based Awards table.

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2023 Proxy Statement       41

(7)

All Other Compensation for 2022 included:

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​

(a)

Our 401(k) Plan provides for a 50% matching contribution on the first 3% of participants’ pre-tax contributions up to IRS limits.

​

(b)

Each of our NEOs is entitled to basic life insurance coverage of up to the lesser of two times base salary or $500,000.

​

(c)

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.

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(d)

This column reflects $4,395 for YPO membership, $10,000 for reasonable cost of tax accounting services, and amounts below $500 for associate eyewear coupon, annual holiday gift, and a financial wellness program for Mr. Fahs; amounts below $500 for associate eyewear coupon, annual holiday gift, and a financial wellness program for each of Messrs. Moore, Brandman, and Clark; $199,424 for relocation and amounts below $500 for associate eyewear coupon, annual holiday gift, and a financial wellness program for Mr. VanDette; and amounts below $500 for associate eyewear coupon and a financial wellness program for Mr. Francis.

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42      2023 Proxy Statement

2022 Grants of Plan-Based Awards

The following table sets forth information concerning NEO grants of plan-based awards during the fiscal year ended December 31, 2022.