National Vision Holdings, Inc DEF 14A, filed Apr 26, 2023

National Vision Holdings, Inc. (EYE)

DEF 14A 2023-04-26

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Added on June 12, 2026

About this DEF 14A

National Vision Holdings, Inc filed this DEF 14A on April 26, 2023.

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	Letter to Stockholders from our Chairman of the Board of Directors and Chief Executive Officer					1
	Notice of Annual Meeting of Stockholders					2
	Proxy Statement Summary					3
	Proxy Statement					10
	Board of Directors and Certain Governance Matters					10
	Proposal No. 1—Election of Directors					10
	Board Oversight					15
	Director Independence					15
	Composition of the Board of Directors					15
	Director Nomination Process					15
	Leadership Structure of the Board of Directors					17
	Board Oversight of Risk Management					18
	Management Succession Planning					19
	Executive Sessions					19
	Board and Committee Evaluations					19
	Communications with the Board					19
	Board Committees and Meetings					20
	Committee Charters & Corporate Governance Guidelines					21
	Code of Conduct					21
	Hedging & Pledging Policies					21
	Transactions with Related Persons					21
	Stockholder Engagement					22
	Sustainability					23
	Human Capital Management					25
	Compensation of Directors					27
	Executive Compensation					29
	Proposal No. 2—Non-Binding Advisory Vote on Executive Compensation					29
	Compensation Discussion and Analysis					30
	Compensation Committee Report					40
	Summary Compensation Table					41
	Grants of Plan-Based Awards					43
	Outstanding Equity Awards at Fiscal Year End					44
	Option Exercises and Stock Vested					45
	Pension Benefits					45
	Non-Qualified Deferred Compensation					45
	Potential Payments on Termination or Change in Control					46
	Compensation Committee Interlocks and Insider Participation					49
	Equity Compensation Plan Information					49
	CEO Pay Ratio					50
	Pay Versus Performance					50

	Ownership of Our Securities					54
	Delinquent Section 16(a) Reports					54
	Beneficial Ownership of National Vision Common Stock					54
	Audit Committee Matters					57
	Proposal No. 3—Ratification of Independent Registered Public Accounting Firm					57
	Report of the Audit Committee					58
	Important Information About Voting at the Annual Meeting					59
	Other Information for Stockholders					61
	Stockholder Proposals for the 2024 Annual Meeting					61
	Householding of Proxy Materials					61
	Other Business					61
	Questions and Answers About the Annual Meeting and Voting					62
	Appendix A—Non-GAAP Financial Measures					65

	DATE & TIME			1:00 p.m. Eastern Time, on Wednesday, June 14, 2023.
	PLACE			National Vision’s Headquarters 2435 Commerce Avenue Building 2200 Duluth, Georgia 30096
	ITEMS OF BUSINESS			1. To elect the six director nominees listed in the proxy statement, each for a term of one year.
				2. To approve, in a non-binding advisory vote, the compensation paid to the named executive officers.
				3. To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal year 2023.
				4. To consider such other business as may properly come before the Annual Meeting and any adjournments or postponements thereof.
	RECORD DATE			You may vote at the Annual Meeting if you were a stockholder of record at the close of business on April 17, 2023.
	VOTING			You may vote your shares on the Internet, by telephone or by completing, signing and promptly returning a proxy card or you may vote in person at the Annual Meeting. Voting online, by telephone or by returning your proxy card does not deprive you of your right to attend the Annual Meeting. If you do attend the Annual Meeting and wish to vote your shares, you may do so and such vote will supersede any prior vote recorded. Voting procedures are described on the following page and the proxy card.

		Company Proposals				Board Recommendation
		Proposal 1: Elect the Six Director Nominees of the Company, each for a term of one year				FOR EACH NOMINEE
		Proposal 2: Non-Binding Advisory Vote to Approve Our Executive Compensation				FOR
		Proposal 3: Ratification of Deloitte & Touche LLP as Our Independent Auditor for 2023				FOR

		What We Do:				What We Don’t Do:
		✓ Pay for performance ✓ Maintain robust stock ownership guidelines for our named executive officers (“NEOs”) ✓ Require our NEOs to retain 50% of vested awards net of tax withholdings until they have met our ownership guidelines ✓ Engage an independent compensation consultant to advise us on matters surrounding our compensation plans ✓ Review our compensation programs annually to prevent undue risk taking ✓ Hold an annual say-on-pay vote ✓ Establish target and maximum awards under our annual cash incentive program ✓ Maintain an established stockholder engagement program ✓ Require “Double-Trigger” vesting for Change in Control in equity awards ✓ Incentive compensation plan contains clawback provision applicable to all outstanding awards				✗ No excise tax gross-ups upon a Change in Control ✗ No hedging of the Company’s stock by NEOs or directors ✗ No supplemental executive retirement plans ✗ No re-pricing of stock options without stockholder approval ✗ No significant perquisites for executive officers


	D. Randolph Peeler Chairman of the Board of Directors			L. Reade Fahs Chief Executive Officer

		Governance Highlights
		✓ Phasing-out of classified Board structure ✓ Independent, non-executive Chair of the Board ✓ All independent directors, except our CEO ✓ 100% independent Board committees ✓ 6 new independent directors since IPO ✓ 6 experienced current and former CEOs/CFOs ✓ 5 diverse directors, including 2 directors of racial/ ethnic diversity ✓ Updated Committee charters and Corporate Governance Guidelines incorporating evolving best practices				✓ Robust director and executive stock ownership guidelines ✓ Anti-hedging and pledging policy ✓ Strong stockholder engagement program ✓ Formal disclosure committee for financial reporting purposes ✓ Annual robust Board and Committee self- assessments ✓ Regular Board executive sessions without management ✓ Continued implementation of Sustainability (ESG) program with Board oversight

		What Am i Voting on? Stockholders are being asked to elect each of the six director nominees named in this proxy statement to hold office until the 2024 annual meeting and until their respective successors are elected and qualified.
		Voting Recommendation. Our Board of Directors recommends stockholders vote FOR the election of each director nominee named in this proxy statement. The nominating and corporate governance committee evaluated and recommended the director nominees in accordance with its charter and our Corporate Governance Guidelines.
		Vote Required. To be elected, a director must receive a plurality of the votes cast in respect of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors, which means that the director nominees with the greatest number of FOR votes cast will be elected.

			D. Randolph Peeler
			Director since: March 2014 Age: 58 Other Public Boards: 0 PRINCIPAL OCCUPATION AND OTHER INFORMATION Mr. Peeler joined Berkshire Partners LLC (“Berkshire”), a private equity firm, in 1996 and became a Managing Director in 2000. Before joining Berkshire, Mr. Peeler co-founded a privately-owned healthcare services company and also served as Special Assistant for the Assistant Secretary for Economic Policy in the U.S. Department of the Treasury. Mr. Peeler previously worked as a consultant with Cannon Associates and Bain & Co. Mr. Peeler is or has been a director of several Berkshire portfolio companies, including Affordable Care, Inc. and Curriculum Associates, LLC. Mr. Peeler also serves on the boards of DVx Ventures and Milk Street Kitchen and on the boards of multiple non-profit organizations including Boys and Girls Club of Boston, Huntington Theater Company and Unite America Institute. In addition, Mr. Peeler is on the board of visitors for the Sanford School of Public Policy, Duke University. Mr. Peeler has an A.B. from Duke University and an M.B.A. from Harvard Business School. Mr. Peeler brings to our Board of Directors acquisition and capital market transactions knowledge from years of experience in the private equity industry, along with board experience from serving as a director of several of Berkshire’s current or former portfolio companies, industry experience in the optical/healthcare and retail industries, senior leadership experience, financial/accounting experience, human capital experience and public company board and risk oversight experience.

			Heather Cianfrocco
			Director since: July 2019 Age: 49 Other Public Boards: 0 PRINCIPAL OCCUPATION AND OTHER INFORMATION Ms. Cianfrocco is the Chief Executive Officer, OptumRX at UnitedHealth Group, a full-service prescription drug benefit provider, and has served in that role since April 2021. Ms. Cianfrocco previously served as the Chief Executive Officer of OptumHealth Services from July 2020 until April 2021 and as the Chief Executive Officer of UnitedHealthcare Community & State from February 2018 until July 2020. From July 2017 until February 2018, Ms. Cianfrocco served as Senior Vice President of Health Advancement and Clinical Transformation for UnitedHealthcare Medicare & Retirement. From June 2016 until July 2017, she served as senior vice president of Clinical Strategy and Operations for UnitedHealthcare Community & State. Prior to that, Ms. Cianfrocco was the Northeast Region President for UnitedHealthcare Community & State from June 2012 until June 2016. Throughout her time with UnitedHealthcare, she has held other leadership positions within Community & State in legal, compliance, operations, and contracting. Before joining UnitedHealthcare, Ms. Cianfrocco worked in private legal practices in Pittsburgh, Pennsylvania where she concentrated on corporate and securities law, representing health care entities in mergers and acquisitions. In addition, Ms. Cianfrocco is an advisory board member of Pharmaceutical Care Management Associates and serves as an advisory board member of UnitedHealth Foundation as well as The Salvation Army of Western Pennsylvania—Allegheny County. Ms. Cianfrocco has a Bachelor of Arts degree from Pennsylvania State University, a Juris Doctorate from Duquesne University School of Law, and a Masters in Health Care Delivery Science from Dartmouth College. Ms. Cianfrocco brings to our Board of Directors senior leadership, risk oversight, healthcare industry and government/regulatory experience from her position as CEO of a large, national, multiple market healthcare company.

			Jose Armario
			Director since: February 2021 Age: 64 Other Public Boards: 0 PRINCIPAL OCCUPATION AND OTHER INFORMATION Mr. Armario is the Chief Executive Officer and President of Bojangles’, Inc (“Bojangles”)., a restaurant operator and franchisor, and has served in this role since January 2019. From January 2016 until January 2019, Mr. Armario was the founder and Chief Executive Officer of Armario Enterprises, LLC and PowerC, LLC. He retired as Executive Vice President of Worldwide Supply Chain, Development, and Franchising of McDonald’s Corporation in October 2015, after having held that position since August 2011. Mr. Armario has over 38 years of experience turning around key markets and geographies. Currently, Mr. Armario serves as a director at Bojangles and as a director for Golden State Foods and The Greg Olsen Foundation. He is also a member of the President’s Council of the University of Miami. He earned his Associate of Arts degree in Business Administration from Miami-Dade Community College. He holds a Master of Science degree in Management from the University of Miami and a CEO Perspective Course completion from Northwestern University. Mr. Armario brings to our Board of Directors senior leadership, public company board, financial/accounting, risk oversight and retail industry experience from his role as CEO of Bojangles, prior executive positions and board work, along with optical/healthcare industry, marketing, ESG/sustainability and human capital experience.

			Thomas V. Taylor, Jr.
			Director since: September 2018 Age: 57 Other Public Boards: 1 PRINCIPAL OCCUPATION AND OTHER INFORMATION Mr. Taylor has served as Chief Executive Officer of Floor & Decor Holdings, Inc. (“Floor & Decor”), a specialty retailer of hard surface flooring and related products, and as a director since December 2012, including during its 2017 IPO. Starting his retail career working at a Miami Home Depot store in 1983 at the age of 16, Mr. Taylor worked his way up through various operations roles to eventually serve as Executive Vice President of Operations responsible for all 2,200 Home Depot Stores; he also held the role of Executive Vice President of Merchandising and Marketing again for all stores. From 2006 to 2012, Mr. Taylor was Managing Director at Sun Capital Partners, during which time he served as a board member for more than 20 portfolio companies domestically and in Europe. Mr. Taylor also serves on the board of directors of Cooper’s Hawk, a differentiated wine club and restaurant concept. Mr. Taylor brings to our Board of Directors experience as a senior leader and public company board member, in addition to risk oversight and retail industry knowledge, from his position as CEO of Floor & Decor and past board work, along with financial/accounting, marketing and human capital experience.

			Virginia A. Hepner
			Director since: January 2018 Age: 65 Other Public Boards: 2 PRINCIPAL OCCUPATION AND OTHER INFORMATION Ms. Hepner is the former President and Chief Executive Officer of The Woodruff Arts Center in Atlanta, Georgia, having served in that position from July 2012 to July 2017. Ms. Hepner has over 25 years of corporate banking experience with Wachovia Bank and its predecessors, having held numerous positions in corporate finance and capital markets until retiring in 2005 as an Executive Vice President. With the merger between Bancorp South and Cadence Bank in October 2021, Ms. Hepner became Chair of the audit committee and a member of the executive compensation committee of the new Cadence Bank. Her board service with predecessor banks of Cadence Bank began in September 2010 with State Bank & Trust Company. Additionally, Ms. Hepner joined the board of directors of Oxford Industries, Inc. in 2016, serving on its nominating, compensation and governance committee. Ms. Hepner holds a bachelor’s degree in finance from The Wharton School of the University of Pennsylvania and attended the Kellogg School of Management at Northwestern University. In addition, Ms. Hepner serves on multiple non-profit boards including, the Westside Future Fund, The Community Foundation for Greater Atlanta Investment Committee, PennIUR Advisory Board of the University of Pennsylvania, Reach Foundation of Georgia advisory board, Agnes Scott College advisory board, and the Georgia Chapter of the International Women’s Forum. Ms. Hepner also was elected a Life Trustee of The Woodruff Arts Center. Ms. Hepner brings to our Board of Directors senior leadership experience, public company board knowledge and risk oversight experience from her time as CEO of The Woodruff Arts Center and other board positions, along with financial/accounting knowledge, government/regulatory experience and ESG/sustainability and human capital experience.

			David M. Tehle
			Director since: July 2017 Age: 66 Other Public Boards: 2 PRINCIPAL OCCUPATION AND OTHER INFORMATION Mr. Tehle retired from Dollar General Corporation, a value discount retailer, in July 2015 as Executive Vice President and Chief Financial Officer, having served in that role since 2004. Mr. Tehle has been a director of Jack in the Box Inc. since December 2004, serving on the audit and finance committees. Additionally, he joined the board of directors of US Foods Holding Corp. in 2016, and serves on the audit and compensation committees. From 2016 until 2019, he was a member of the board of directors of Genesco, Inc. and he also served on the audit committee. Mr. Tehle holds a B.S. from the University of Wisconsin-Oshkosh and an M.B.A. from the University of Michigan’s Ross School of Business. Mr. Tehle brings to our Board of Directors senior leadership, public company board experience and risk oversight experience, along with financial/accounting, retail industry, and cybersecurity and data/privacy experience from his time as CFO of Dollar General Corporation and his prior and current board service.

			L. Reade Fahs
			Director since: March 2014 Age: 62 Other Public Boards: 0 PRINCIPAL OCCUPATION AND OTHER INFORMATION Mr. Fahs has served as the Chief Executive Officer of National Vision, Inc. (“NVI”) since January 2003, having joined NVI in April 2002 as the President and Chief Operating Officer, and was appointed the Chief Executive Officer of National Vision Holdings, Inc. in March 2014. Prior to joining NVI, Mr. Fahs served as the Chief Executive Officer of First Tuesday and was Managing Director of Vision Express U.K. Previously, Mr. Fahs worked at LensCrafters, which he joined in 1986 for a decade of their most rapid growth. Mr. Fahs serves on the board of directors of VisionSpring and is a long-term Board member of RestoringVision. In addition, Mr. Fahs also serves on the boards of Pennsylvania College of Optometry at Salus University, PetVet Care Centers, The Atlanta Committee for Progress and Atlanta’s Alliance Theatre. Mr. Fahs holds a B.A. degree in English Literature from Harvard College. Mr. Fahs brings a unique perspective as our CEO to our Board with his extensive knowledge of the Company, its operations, and business, along with senior leadership, public company board and risk oversight experience, in additional to his optical and retail industry knowledge, marketing and human capital experience.

Board Diversity Matrix (As of December 31, 2022)
Total Number of Directors	9
	Female	Male	Non-Binary	Did Not Disclose Gender
Part I: Gender Identity
Directors	4	5	0	0
Part II: Demographic Background
African American or Black	1	0	0	0
Alaskan Native or Native American	0	0	0	0
Asian	0	0	0	0
Hispanic or Latinx	0	1	0	0
Native Hawaiian or Pacific Islander	0	0	0	0
White	3	4	0	0
Two or More Races or Ethnicities	0	0	0	0
LGBTQ+	0
Did Not Disclose Demographic Background	0

Name	Fees earned or paid in cash ($)(1)		Stock awards ($)(2)		All other compensation ($)		Total ($)
D. Randolph Peeler(3)		77,720		—		—		77,720
Jose Armario		77,720		140,000		—		217,720
Heather Cianfrocco		77,720		140,000		—		217,720
Virginia A. Hepner		90,440		140,000		—		230,440
Susan S. Johnson		77,720		140,000		—		217,720
Naomi Kelman		77,720		140,000		—		217,720
Thomas V. Taylor, Jr.		94,760		140,000		—		234,760
David M. Tehle		99,080		140,000		—		239,080

Named Executive Officer	2021 Base Salary			Percentage Increase		2022 Base Salary(1)
L. Reade Fahs		$	983,650		1.7%		$	1,000,000
Patrick R. Moore(2)		$	515,000		16.5%		$	600,000
Jared Brandman		$	385,000		3.9%		$	400,000
Bill Clark		$	360,500		8.2%		$	390,000
Joseph VanDette			N/A		N/A		$	350,000
Roger Francis		$	450,000		5.0%		$	472,500

	STIP Adjusted Operating Income(1) ($million)			Payout (% of Target)
Maximum		$	196.2		200%
Target		$	176.7		100%
Threshold		$	159.1		50%
ACTUAL STIP AOI		$	101.3		0%

			Susan Somersille Johnson
			Director since: October 2020 Age: 57 Other Public Boards: 1 PRINCIPAL OCCUPATION AND OTHER INFORMATION Ms. Johnson is the Chief Marketing Officer for Prudential Financial, Inc., a provider of financial products and services. From 2014 to 2020, Ms. Johnson previously served as Executive Vice President and Chief Marketing Officer of Truist Financial, the bank holding company formed in 2019 following the merger of SunTrust Bank and BB&T. Ms. Johnson began her career as an engineer at Apple before taking on a series of high-profile global marketing leadership roles at organizations including NCR Corporation and Nokia. She served as the Vice President of Global Marketing at NCR Corp. from 2012 to 2014 and the Global Head of Operator Marketing at Nokia from 2007 to 2012. Ms. Johnson is a member of the board of directors of Constellation Brands, a leading beverage alcohol company, serving on its compensation committee. She also serves as a board member of Operation Hope. Ms. Johnson has a bachelor’s degree in engineering sciences from Harvard University and an M.B.A. in finance from The Wharton School of The University of Pennsylvania. Ms. Johnson brings to our Board of Directors extensive marketing/digital communication, retail experience, ESG/sustainability, and financial/accounting experience, along with senior leadership, public company board and risk oversight experience from her current role at Prudential Financial and prior roles at Truist, NCR and Nokia and other board work.

			Naomi Kelman
			Director since: September 2020 Age: 64 Other Public Boards: 0 PRINCIPAL OCCUPATION AND OTHER INFORMATION Ms. Kelman is the former President and Chief Executive Officer of Willow, a revolutionary new women’s health company, having served in that role from 2014 to 2019. From 2011 to 2012, Ms. Kelman served as the Global Division Head of Novartis OTC. Prior to that, Ms. Kelman served in a number of executive roles during her time at Johnson & Johnson from 2000 to 2011, including as President of Vistakon Americas (Acuvue contact lenses) from 2004 to 2009 and as President of LifeScan (OneTouch diabetes monitor) from 2009 to 2011. Before joining Johnson & Johnson, Ms. Kelman worked at Clairol, where she worked on a broad range of CPG personal care categories and was based in Europe for five years. Ms. Kelman started her career in finance at American Express. Ms. Kelman is a member of the board of directors of Mirvie, Brilliant Home Technology, Inc., Binx Health, Inc. and Blue River PetCare, serving as its board chair. Ms. Kelman has a Bachelor of Arts degree and an M.B.A. from Cornell University. Ms. Kelman brings to our Board of Directors extensive knowledge of the healthcare industry and senior leadership, marketing/digital communication, government/regulatory and human capital knowledge from her time as CEO of Willow and prior leadership roles in the optical and healthcare industries.

		What Am I voting on? As required pursuant to Section 14A of the Exchange Act, stockholders are being asked to approve, on an advisory basis, the compensation of our named executive officers as described in the Compensation Discussion and Analysis below.
		Voting Recommendation. Our Board of Directors recommends stockholders vote FOR the non-binding advisory vote to approve our named executive officer compensation.
		Vote Required. The proposal must be approved by a majority of the voting power of the shares of stock present in person or represented by proxy and entitled to vote at the Annual Meeting. Although this vote is advisory in nature, the compensation committee takes very seriously its role in the governance of the Company’s compensation programs and values thoughtful input from stockholders. The compensation committee will take into account the outcome of the advisory vote when considering future executive compensation decisions.

		Name				Position
		L. Reade Fahs				Chief Executive Officer and Director
		Patrick R. Moore(1)				Senior Vice President, Chief Operating and Financial Officer
		Jared Brandman				Senior Vice President, General Counsel and Secretary
		Bill Clark				Senior Vice President, Chief People Officer
		Joseph VanDette				Senior Vice President, Chief Marketing Officer
		Roger Francis(2)				Former Senior Vice President, Chief Stores Officer

Named Executive Officer	2022 Base Salary as of July 3, 2022			Target STIP (as a percentage of Base Salary)		Achievement Factor (as a percentage of Base Salary)		Final STIP Payout Amount
L. Reade Fahs		$	1,000,000		100%		0%		$	0
Patrick R. Moore		$	600,000		75%		0%		$	0
Jared Brandman		$	400,000		60%		0%		$	0
Bill Clark		$	390,000		60%		0%		$	0
Joseph VanDette		$	350,000		60%		0%		$	0
Roger Francis		$	472,500		60%		0%		$	0

Named Executive Officer	Target Grant Value ($)			Performance-Vesting Restricted Stock Units (PSUs) (#)		Time-Vesting Restricted Stock Units (RSUs) (#)
L. Reade Fahs		$	3,250,000		42,651		42,651
Patrick R. Moore(1)		$	1,000,000		9,187		17,853
Jared Brandman		$	475,000		6,234		6,234
Bill Clark		$	475,000		6,234		6,234
Joseph VanDette(2)		$	575,000		5,491		7,803
Roger Francis(3)		$	700,000		9,187		9,187

Vesting of PSU Awards (2020 LTIP)
Named Executive Officer	Number of Target Shares		Vesting Percentage		Number of Shares delivered upon Vesting
L. Reade Fahs		32,310		108.16%		34,947
Patrick R. Moore		14,360		108.16%		15,532
Jared Brandman		3,590		108.16%		3,883
Bill Clark		4,596		108.16%		4,972
Joseph VanDette(1)		—		—		—
Roger Francis(1)		—		—		—

Name and Principal Position	Year		Salary ($)(2)		Bonus ($)(3)		Stock Awards ($)(4)		Option Awards ($)(5)		Non-Equity Incentive Plan Compensation ($)(6)		Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)(7)		Total ($)
L. Reade Fahs Chief Executive Officer		2022		991,196		—		3,250,006		—		—		—		32,100		4,273,302
		2021		975,386		—		2,062,508		687,505		1,967,300		—		35,791		5,728,490
		2020		743,827		83,849		1,687,551		562,508		871,151		—		27,442		3,976,328
Patrick R. Moore Senior Vice President, Chief Operating and Financial Officer		2022		623,885		—		1,000,067		—		—		—		6,219		1,630,171
		2021		510,673		—		525,044		175,020		669,500		—		11,437		1,891,674
		2020		447,115		28,550		750,023		250,007		296,450		—		7,287		1,779,432
Jared Brandman Senior Vice President, General Counsel and Secretary		2022		391,923		—		475,030		—		—		—		10,291		877,244
		2021		374,904		—		262,545		87,522		385,000		—		11,724		1,121,695
		2020		328,462		15,365		187,506		62,509		159,635		—		6,809		760,286
Bill Clark Senior Vice President, Chief People Officer		2022		374,115		—		475,030		—		—		—		8,256		857,401
		2021		357,471		—		262,545		87,522		360,500		—		8,522		1,076,560
		2020		315,385		15,365		187,506		62,509		159,635		—		7,375		817,813
Joseph VanDette(1) Senior Vice President, Chief Marketing Officer		2022		240,962		—		575,099		—		—		—		201,119		1,017,180
Roger Francis(1) Former Senior Vice President, Chief Stores Officer		2022		290,596		35,765		700,050		—		—		—		9,519		1,035,930
		2021		285,577		145,307		525,060		175,013		450,000		—		190,981		1,771,938

NEO	Employer 401(k) Matching Contributions ($)(a)		Life Insurance Premiums ($)(b)		Disability and AD&D Insurance Premiums ($)(c)		Other ($)(d)		Total ($)
L. Reade Fahs		13,500		480		3,316		14,804		32,100
Patrick R. Moore		4,410		480		920		409		6,219
Jared Brandman		6,686		480		2,716		409		10,291
Bill Clark		6,447		480		920		409		8,256
Joseph VanDette		—		240		1,046		199,833		201,119
Roger Francis		7,221		320		1,712		266		9,519

Name	Grant Date		Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1)						Estimated Future Payouts Under Equity Incentive Plan Awards(2)						All Other Stock Awards: Number of Shares or Stock or Units(3)		Grant Date Fair Value of Stock and Option Awards ($)(4)
Name	Grant Date		Threshold ($)		Target ($)		Maximum ($)		Threshold (#)		Target (#)		Maximum (#)				Grant Date Fair Value of Stock and Option Awards ($)(4)
L. Reade Fahs				500,000		1,000,000		2,000,000
		3/2/2022								21,326		42,651		85,302				1,625,003
		3/2/2022														42,651		1,625,003
Patrick R. Moore				225,000		450,000		900,000
		3/2/2022								4,594		9,187		18,374				350,025
		3/2/2022														9,187		350,025
		10/5/2022														8,666		300,017
Jared Brandman				120,000		240,000		480,000
		3/2/2022								3,117		6,234		12,468				237,515
		3/2/2022														6,234		237,515
Bill Clark				117,000		234,000		468,000
		3/2/2022								3,117		6,234		12,468				237,515
		3/2/2022														6,234		237,515
Joseph VanDette				105,000		210,000		420,000
		4/11/2022								2,746		5,491		10,982				237,541
		4/11/2022														5,491		237,541
		4/11/2022														2,312		100,017
Roger Francis				118,125		236,250		472,500
		3/2/2022								4,594		9,187		18,374				350,025
		3/2/2022														9,187		350,025

			Option Awards									Stock Awards
Name	Grant Date		Number of Securities Underlying Unexercised Options Exercisable (#)		Number of Securities Underlying Unexercised Options Unexercisable (#)(1)		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($)		Option Expiration Date(2)		Number of Shares or Units of Stock That Have Not Vested (#)(3)		Market Value of Shares or Units of Stock That Have Not Vested ($)(4)		Equity Incentive Plan Awards: Number of Unearned shares, Units or Other Rights That Have Not Vested (#)(5)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
L. Reade Fahs(6)		3/1/2019		54,114					35.19		3/1/2029
		2/28/2020		27,392		13,697			34.82		2/28/2030
		2/28/2020															32,310		1,252,336
		2/28/2020											5,385		208,723
		3/5/2021		9,895		19,790			45.66		3/5/2031
		3/5/2021															30,114		1,167,219
		3/5/2021											10,038		389,073
		3/2/2022															42,651		1,653,153
		3/2/2022											42,651		1,653,153
Patrick R. Moore(6)		9/16/2014		21,360					7.25		9/16/2024
		10/25/2017		92,443					22.00		10/25/2027
		3/1/2019		21,098					35.19		3/1/2029
		11/18/2019											2,745		106,396
		2/28/2020		12,174		6,088			34.82		2/28/2030
		2/28/2020															14,360		556,594
		2/28/2020											2,394		92,791
		3/5/2021		2,519		5,038			45.66		3/5/2031
		3/5/2021															7,666		297,134
		3/5/2021											2,556		99,071
		3/2/2022															9,187		356,088
		3/2/2022											9,187		356,088
		10/5/2022											8,666		335,894
Jared Brandman(6)		8/14/2017		40,686					15.74		8/14/2027
		3/1/2019		8,791					35.19		3/1/2029
		11/18/2019											2,745		106,396
		2/28/2020		3,044		1,522			34.82		2/28/2030
		2/28/2020															3,590		139,148
		2/28/2020											599		23,217
		3/5/2021		1,259		2,520			45.66		3/5/2031
		3/5/2021															3,833		148,567
		3/5/2021											1,278		49,535
		3/2/2022															6,234		241,630
		3/2/2022											6,234		241,630
Bill Clark		6/11/2019		23,630					28.48		6/11/2029
		11/18/2019											2,745		106,396
		2/28/2020		3,896		1,948			34.82		2/28/2030
		2/28/2020															4,596		178,141
		2/28/2020											766		29,690
		3/5/2021		1,259		2,520			45.66		3/5/2031
		3/5/2021															3,833		148,567
		3/5/2021											1,278		49,535
		3/2/2022															6,234		241,630
		3/2/2022											6,234		241,630
Joseph VanDette		4/11/2022															5,491		212,831
		4/11/2022											2,312		89,613
		4/11/2022											5,491		212,831

Name	Option Awards				Restricted Stock Units and Performance Stock Units
Name	Number of Shares Acquired on Exercise (#)		Value Realized on Exercise ($)(1)		Number of Shares Acquired on Vesting (#)		Value Realized on Vesting ($)(2)
L. Reade Fahs		25,000		53,125		59,916		2,205,070
Patrick R. Moore		—		—		19,619		730,626
Jared Brandman		—		—		9,484		358,007
Bill Clark		—		—		17,746		660,732
Joseph VanDette		—		—		—		—
Roger Francis		—		—		2,239		84,433

NEO	Severance Benefit ($)		Continuation of Health Benefits ($)		Stock Options ($)		Performance Stock Units ($)		Restricted Stock Units ($)
L. Reade Fahs
Qualifying Termination of Employment		4,000,000		2,351		108,162		—		791,753
Qualifying Termination following Change in Control		5,020,000		2,939		179,123		2,351,165		2,250,948
Termination Upon Death or Disability		—		—		179,123		4,072,707		2,250,948
Retirement		—		—		108,162		—		791,753
Patrick R. Moore
Qualifying Termination of Employment		1,575,000		—		20,044		—		255,402
Qualifying Termination following Change in Control		2,120,000		—		23,987		805,589		990,240
Termination Upon Death or Disability		—		—		23,987		1,209,816		990,240
Retirement		—		—		—		—		—
Jared Brandman
Qualifying Termination of Employment		960,000		37,760		5,011		—		118,862
Qualifying Termination following Change in Control		1,300,000		50,346		5,997		288,739		420,779
Termination Upon Death or Disability		—		—		5,997		529,345		420,779
Retirement		—		—		—		—		—
Bill Clark
Qualifying Termination of Employment		624,000		24,831		6,413		—		124,271
Qualifying Termination following Change in Control		956,000		37,247		7,675		325,630		427,251
Termination Upon Death or Disability		—		—		7,675		568,338		427,251
Retirement		—		—		—		—		—
Joseph VanDette
Qualifying Termination of Employment		560,000		25,173		—		—		83,394
Qualifying Termination following Change in Control		860,000		37,760		—		51,118		302,444
Termination Upon Death or Disability		—		—		—		212,831		302,444
Retirement		—		—		—		—		—

Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)		Weighted- average exercise price of outstanding options, warrants and rights (b)			Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by security holders		1,832,571		$	28.11		11,253,737
Equity compensation plans not approved by security holders		—			N/A		—
Total		1,832,571		$	28.11		11,253,737

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

	2022 ($)		2021 ($)		2020 ($)
Total Reported in Summary Compensation Table (SCT)		4,273,302		5,728,490		3,976,328
Less, Value of Stock and Option Awards Reported in SCT		(3,250,006)		(2,750,013)		(2,250,059)
Plus, Fiscal Year-End Value of Awards Granted in Fiscal Year that are Unvested and Outstanding		2,204,204		2,836,856		3,316,596
Plus/Minus, Change in Fair Value of Prior Year Awards that are Unvested and Outstanding		(1,351,558)		759,174		1,149,761
Plus, Fair Market Value of Awards Granted this Year that Vested this Year		—		—		—
Plus/Minus, Change in Fair Value (from Prior Fiscal Year-End) of Prior Year Awards that Vested this Year		(1,118,719)		1,277,005		307,750
Minus, Prior Fiscal Year-End Fair Value of Prior Year Awards that Failed to Vest this Year		—		—		—
Total Adjustments		(3,516,079)		2,123,022		2,524,047
“Compensation Actually Paid” for Fiscal year		757,223		7,851,512		6,500,375

		Most Important Financial Measures
		Adjusted Operating Income Net Income Adjusted Comparable Store Sales Growth Adjusted EBITDA Adjusted Diluted EPS Share Price ROIC

Name of Beneficial Owner	Number(1)		Percentage of Total Common Stock
Greater than 5% Stockholders:
BlackRock, Inc.(2)		12,538,826		15.9%
The Vanguard Group(3)		8,679,144		11.0%
William Blair Investment Management, LLC(4)		8,660,721		11.0%
JPMorgan Chase & Co.(5)		7,670,647		9.7%
FMR LLC(6)		5,446,106		6.9%
AllianceBernstein, L.P.(7)		4,676,912		5.9%
ClearBridge Investments, LLC(8)		4,236,366		5.4%
Durable Capital Partners LP(9)		2,951,602		3.7%
Named Executive Officers and Directors:
L. Reade Fahs(10)		1,022,348		1.3%
Patrick R. Moore		202,242		*
Jared Brandman		81,620		*
Bill Clark		54,284		*
Joseph VanDette		1,928		*
Roger Francis(11)		3,793		*
D. Randolph Peeler(12)		151,277		*
David M. Tehle(13)		26,466		*
Virginia A. Hepner(13)		17,624		*
Thomas V. Taylor, Jr.(13)		23,477		*
Heather Cianfrocco(13)		15,691		*
Naomi Kelman(13)		12,580		*
Susan S. Johnson(13)		12,261		*
Jose Armario(13)		12,005		*
All directors and current executive officers as a group (15 persons)		1,666,605		2.1%

		What Am i Voting on? Stockholders are being asked to ratify the appointment of Deloitte & Touche LLP to serve as the Company’s independent registered public accounting firm for fiscal 2023.
		Voting Recommendation. Our Board of Directors recommends stockholders vote FOR the ratification of Deloitte & Touche LLP as our independent auditors for fiscal 2023.
		Vote Required. Although the audit committee has sole authority to appoint the Company’s independent registered public accounting firm, the Board submits its selection to our stockholders for ratification as a matter of good corporate governance. The proposal must be approved by a majority of the voting power of the shares of stock present in person or represented by proxy and entitled to vote at the Annual Meeting. If our stockholders should not ratify the appointment of Deloitte & Touche LLP, the audit committee will reconsider the appointment.

	Fiscal Year 2022			Fiscal Year 2021
Audit fees(1)		$	2,102,346		$	1,985,642
Audit-related fees(2)			—			—
Tax fees(3)			—			—
All other fees			—			—
Total		$	2,102,346		$	1,985,642