What changed in this filing

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Item 9A. Controls and Procedures

2023-03-01 compared with 2022-02-28 · 68 added, 68 removed, 211 unchanged (39% of the section changed)

3 unchanged sentences

Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

In accordance with Rule 13a-15(b) of the Exchange Act, the Company carried out an evaluation, under the supervision and with the participation of its management, including its CEO and CFO, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of January 1, 2022.

Based on that evaluation, the CEO and the CFO have concluded that, as of January 1, 2022, the Company’s disclosure controls and procedures are effective in ensuring that material information relating to the Company required to be disclosed in the Company’s periodic filings with the U.S.

Based on that evaluation, the CEO and the CFO have concluded that, as of December 31, 2022, the Company’s disclosure controls and procedures are effective in ensuring that material information relating to the Company required to be disclosed in the Company’s periodic filings with the U.S.

Securities and Exchange Commission (“SEC”) is made known to them in a timely manner.

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Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management, with the participation of our CEO and CFO, has assessed the effectiveness of the Company’s internal control over financial reporting as of January 1, 2022 in accordance with the criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this assessment, management concluded that the Company maintained effective internal control over financial reporting as of January 1, 2022.

The Company’s independent registered public accounting firm, Deloitte & Touche LLP, as auditors of our consolidated financial statements as of and for the year ended January 1, 2022, has issued their attestation report on management’s internal control over financial reporting which is set forth below.

Management, with the participation of our CEO and CFO, has assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2022 in accordance with the criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this assessment, management concluded that the Company maintained effective internal control over financial reporting as of December 31, 2022.

The Company’s independent registered public accounting firm, Deloitte & Touche LLP, as auditors of our consolidated financial statements as of and for the year ended December 31, 2022, has issued their attestation report on management’s internal control over financial reporting which is set forth below.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as that term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that occurred during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

We have not experienced any material impact to our internal controls over financial reporting despite the fact that most corporate employees of the Company began working remotely due to the COVID-19 pandemic, though we will continue to assess the impact on the design and operating effectiveness of our internal controls.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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We have audited the internal control over financial reporting of National Vision Holdings, Inc.

and subsidiaries (the “Company”) as of January 1, 2022, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of January 1, 2022, based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended January 1, 2022, of the Company and our report dated February 27, 2022, expressed an unqualified opinion on those financial statements and included an explanatory paragraph regarding the Company’s adoption of Accounting Standards Update No.

2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40):

Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity.

and subsidiaries (the “Company”) as of December 31, 2022, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2022, of the Company and our report dated February 28, 2023, expressed an unqualified opinion on those financial statements and included an explanatory paragraph regarding the Company’s adoption of Accounting Standards Update No.

2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—

Contracts in Entity’s Own Equity (Subtopic 815-40):

Accounting for Convertible Instruments and Contracts in an

Entity’s Own Equity.

Basis for Opinion

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Directors and Executive Officers

The following table sets forth the names, ages and positions of our executive officers as of February 28, 2022.

The following table sets forth the names, ages and positions of our executive officers as of March 1, 2023.

Name Age Position

Reade Fahs 62 Chief Executive Officer and Director

Moore 58 Senior Vice President, Chief Financial Officer

Roger Francis 44 Senior Vice President, Chief Stores Officer

Melissa Rasmussen 46 Senior Vice President, Chief Financial Officer

Moore 59 Senior Vice President, Chief Operating Officer

Ravi Acharya 48 Senior Vice President, Chief Technology Officer

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Bill Clark 48 Senior Vice President, Chief People Officer

Melissa Rasmussen 45 Senior Vice President, Chief Accounting Officer

Reade Fahs has served as the Chief Executive Officer of 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.

Joe VanDette 45 Senior Vice President, Chief Marketing Officer

Reade Fah s 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.

Fahs has also served as our director since March 2014.

Prior to joining NVI, Mr.

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Fahs worked at LensCrafters, which he joined in 1986 for a decade of their most rapid growth.

Fahs is the chairman of the board of directors of VisionSpring and co-founder of Frames for the World.

Fahs also serves on the boards of Pennsylvania College of Optometry at Salus University, RestoringVision, Ditto Technologies, Inc., Affordable Care, Inc.

and Atlanta’s Alliance Theatre.

Fahs serves on the board of directors of VisionSpring and is also a long-term Board member of RestoringVision.

In addition, Mr.

Fahs 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.

Fahs holds a B.A.

degree in English Literature from Harvard College.

Patrick Moore has served as the Senior Vice President, Chief Financial Officer of NVI since September 2014, and was appointed the Senior Vice President, Chief Financial Officer of National Vision Holdings, Inc.

in February 2015.

Melissa Rasmussen has served as the Senior Vice President, Chief Financial Officer since January 2023.

Prior to that, she was our Senior Vice President, Finance and Accounting from August 2022 until December 2022.

She served as our Senior Vice President, Chief Accounting Officer of National Vision Holdings, Inc.

from July 2019 until August 2022.

Rasmussen joined National Vision after spending 21 years at Lexmark International, Inc., where she was most recently Vice President and Corporate Controller from November 2016 to July 2019.

From February 2012 to November 2016, Ms.

Rasmussen served as Director of SEC Reporting and Corporate Consolidation for Lexmark.

Prior to that, she held numerous finance and accounting leadership roles, including North America Controller and Global Consolidation Manager.

Rasmussen holds a B.S.

degree in Accounting from the University of Kentucky and is a certified public accountant.

Patrick Moore has served as the Chief Operating Officer of National Vision Holdings, Inc.

since January 2023.

Prior to that, he served as Chief Operating and Financial Officer from August 2022 until December 2022 and as Senior Vice President, Chief Financial Officer from February 2015 until August 2022.

Moore joined NVI as Senior Vice President, Chief Financial Officer in September 2014.

Prior to joining NVI, Mr.

Moore served in both divisional and group chief financial officer roles for Fiserv, Inc.

(where he served as Senior Vice President, Finance and Chief Financial Officer of the Digital Solutions Group from March 2014 until September 2014), First Data Corporation (where he served as Senior Vice President, Business Transformation from August 2013 until February 2014 and Division Chief Financial Officer/Senior Vice President of First Data North America from October 2009 until July 2013), Fluor Corporation and BellSouth Corporation (now AT&T).

Moore served in both divisional and group chief financial officer roles for Fiserv, Inc., First Data Corporation, Fluor Corporation and BellSouth Corporation (now AT&T).

Moore began his career with BellSouth Corporation, serving in roles involving engineering, operations, finance, strategy, investor relations and merger integration.

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Moore also attended the Stanford Executive program in 2002.

Roger Francis has served as the Chief Stores Officer of NVI since May 2021 and oversees operations for more than 1,200 stores across all NVI brands.

Prior to joining NVI, Mr.

Francis served as Senior Vice President, Health Hub Operations at CVS Health from July 2019 until April 2021.

Prior to that, he served as Divisional Vice President for CVS Health from March 2017 until July 2019 and as an Area Vice President from February 2015 until March 2017.

From May 2006 until February 2015, Mr.

Francis served in various operations management roles for CVS Health.

Francis holds B.S.

degrees in pharmacy and health sciences from Wayne State University.

Ravi Acharya has served as the Senior Vice President, Chief Technology Officer of National Vision Holdings, Inc.

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degree in Biology and a Master of Science degree in College Teaching from Northeastern State University in Oklahoma.

Melissa Rasmussen has served as the Senior Vice President, Chief Accounting Officer of National Vision Holdings, Inc.

since July 2019.

Rasmussen joined National Vision after spending 21 years at Lexmark International, Inc., where she was most recently Vice President and Corporate Controller from November 2016 to July 2019.

From February 2012 to November 2016, Ms.

Rasmussen served as Director of SEC Reporting and Corporate Consolidation for Lexmark.

Prior to that, she held numerous finance and accounting leadership roles, including North America Controller and Global Consolidation Manager.

Rasmussen holds a B.S.

degree in Accounting from the University of Kentucky and is a certified public accountant.

Joe VanDette joined National Vision in April 2022 and serves as Senior Vice President, Chief Marketing Officer.

Previously, Mr.

VanDette served as Chief Marketing & Digital Officer for Smart & Final in Commerce, California from May 2018 until March 2022.

Prior to that, he served as Vice President of CRM, Analytics and Digital for Smart & Final from September 2014 until May 2018.

From February 2005 until September 2014, he served in various management rolls for Toys “R” Us in Wayne, New Jersey.

VanDette holds a Bachelor of Science in Management Science & Information Systems from Pennsylvania State University.

The additional information required by this item will be included in our definitive proxy statement for the 2023 Annual Meeting of Stockholders and is incorporated herein by reference.

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Item 8.on Page 70

Consolidated Balance Sheets as of January 1 , 202 2 and January 2 , 2 021

Consolidated Statements of Operations and Comprehensive income for the fiscal years ended January 1 , 202 2 , J anuary 2 , 2021 and December 28, 2019

Consolidated Statements of Stockholders’ Equity for the fiscal years ende d J a n u a r y 1 , 2 0 2 2 , January 2, 2021 and December 28, 2019

Consolidated Statements of Cash Flows for the fiscal years ended January 1 , 202 2 , January 2, 2021 and December 28, 2019

Consolidated Balance Sheets as of December 31, 2022 and January 1, 2022

Consolidated Statements of Operations and Comprehensive income for the fiscal years ended December 31, 2022, January 1, 2022 and January 2, 2021

Consolidated Statements of Stockholders’ Equity for the fiscal years ended December 31, 2022, January 1, 2022 and January 2, 2021

Consolidated Statements of Cash Flows for the fiscal years ended December 31, 2022, January 1, 2022 and January 2, 2021

Notes to Consolidated Financial Statements

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- incorporated herein by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on June 10, 2021

Description of Securities of the Registrant

Description of Securities of the Registrant - incorporated herein by reference to Exhibit 4.1 to the Company’s Annual Report on Form 10-K filed on February 28, 2022

Indenture, dated as of May 12, 2020, between National Vision Holdings, Inc.

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Form of Performance Stock Unit Agreement under the 2017 Omnibus Incentive Plan, as adopted February 2020 – incorporated herein by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on May 7, 2020

Form of Restricted Stock Agreement for Non-Employee Directors under the 2017 Omnibus Incentive Plan, as adopted February 2019 - incorporated herein by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q filed on May 9, 2019

Form of Restricted Stock Unit Agreement under the 2017 Omnibus Incentive Plan, as adopted April 10, 2022 - incorporated herein by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed on May 10, 2022

2014 Stock Incentive Plan for Key Employees of National Vision Holdings, Inc.

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and Essilor of America, Inc., dated as of November 12, 2018 - incorporated herein by reference to Exhibit 10.36 to the Company’s Form 10-K filed on February 27, 2019

First Amendment to the Direct Lens Letter Agreement, dated July 19, 2022, by and between Essilor of America, Inc.

and National Vision, Inc.

– incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 25, 2022

Letter Agreement by and between National Vision, Inc.

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2 to Form S-1 Registration Statement filed on October 16, 2017

Restricted Stock Award Agreement for David M.

Tehle under the 2014 Stock Incentive Plan for Key Employees of National Vision Holdings, Inc.

(formerly known as Nautilus Parent, Inc.) and its Subsidiaries - incorporated herein by reference to Exhibit 10.35 to the Company’s Amendment No.

2 to Form S-1 Registration Statement filed on October 16, 2017

Form of Director Indemnification Agreement - incorporated herein by reference to Exhibit 10.36 to the Company’s Amendment No.

3 unchanged sentences

Amended and Restated 2013 Equity Incentive Plan - incorporated herein by reference to Exhibit 4.4 to the Company’s Form S-8 Registration Statement filed on October 26, 2017

Separation Agreement and General Release, dated as of September 30, 2021, between National Vision, Inc.

and Joan Blackwood – incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on November 10, 2021.

Form of Restricted Stock Unit Agreement under the 2017 Omnibus Incentive Plan, as adopted March 21, 2021 – incorporated herein by reference to Exhibit 10.1 to the Company’s Form 10-Q filed on May 10, 2022

Form of Restricted Stock Unit Agreement under the 2017 Omnibus Incentive Plan, as adopted February 24, 2022 – incorporated herein by reference to Exhibit 10.2 to the Company’s Form 10-Q filed on May 10, 2022

Form of Performance Stock Unit Agreement under the 2017 Omnibus Incentive Plan, as adopted February 24, 2022 – incorporated herein by reference to Exhibit 10.3 to the Company’s Form 10-Q filed on May 10, 2022

Form of Restricted Stock Unit Agreement for Non-Employee Directors under the 2017 Omnibus Incentive Plan, as adopted June 15, 2022 – incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on August 11, 2022

Subsidiaries of National Vision Holdings, Inc.

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101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document

104 The cover page of the Company’s Annual Report on Form 10-K for the year ended January 1, 2022, formatted in Inline XBRL (included within the Exhibit 101 attachments)

104 The cover page of the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, formatted in Inline XBRL (included within the Exhibit 101 attachments)

(†) Identifies exhibits that consist of a management contract or compensatory plan or arrangement.

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(Principal Executive Officer)

February 28, 2022

March 1, 2023

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:

Signature Title Date

Reade Fahs Chief Executive Officer and Director February 28, 2022

Reade Fahs Chief Executive Officer and Director March 1, 2023

Reade Fahs (Principal Executive Officer)

/s/ Patrick R.

Moore Senior Vice President, Chief Financial Officer February 28, 2022

Moore (Principal Financial Officer)

/s/ Melissa Rasmussen Senior Vice President, Chief Accounting Officer February 28, 2022

Melissa Rasmussen (Principal Accounting Officer)

/s/ Jose Armario Director February 28, 2022

/s/ Melissa Rasmussen Senior Vice President, Chief Financial Officer March 1, 2023

Melissa Rasmussen (Principal Financial and Accounting Officer)

/s/ Jose Armario Director March 1, 2023

/s/ Heather R.

Cianfrocco Director February 28, 2022

Cianfrocco Director March 1, 2023

/s/ Virginia A.

Hepner Director February 28, 2022

Johnson Director February 28, 2022

/s/ Naomi Kelman Director February 28, 2022

Randolph Peeler Chairman and Director February 28, 2022

Hepner Director March 1, 2023

Johnson Director March 1, 2023

/s/ Naomi Kelman Director March 1, 2023

Randolph Peeler Chairman and Director March 1, 2023

Randolph Peeler

/s/ Thomas V.

Director February 28, 2022

Tehle Director February 28, 2022

Director March 1, 2023

Tehle Director March 1, 2023

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures