What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-02-26 compared with 2024-02-27 · 117 added, 45 removed, 211 unchanged (43% of the section changed)

50 unchanged sentences

Other Information

On February 24, 2025, the Board appointed Christopher Laden to fill the role of Chief Financial Officer, effective on March 31, 2025.

Laden will also serve as the Company’s principal accounting officer.

On February 24, 2025, the Board also appointed Patrick Moore to serve as Interim Chief Financial Officer and interim principal accounting officer effective immediately following the previously announced termination of employment of Melissa Rasmussen, the Company’s current Chief Financial Officer and principal accounting officer, on March 3, 2025, until Mr.

Laden assumes the role of Chief Financial Officer and principal accounting officer.

Laden, 38, most recently served as Chief Financial Officer of Community Veterinary Partners, one of the largest consolidators of veterinary hospitals in the U.S., from October 2022 to February 2025.

Prior to that, he served as Chief Financial Officer of Women’s Care, one of the largest OB/GYN practices in the U.S., from November 2021 until October 2022.

From November 2020 until July 2021, Mr.

Laden served as Chief Financial Officer of MD Now Medical Centers, one of the largest urgent care chains in Florida.

From April 2016 until October 2020, Mr.

Laden served in several key financial leadership roles at Luxottica – Pearle Vision, including Head of Finance.

From January 2008 until March 2016, Mr.

Laden served in multiple financial roles at General Electric – Aviation.

Laden holds a Bachelor of Science in Business Administration from the Warrington College of Business at the University of Florida.

In connection with his appointment, Mr.

Laden will receive an annual base salary of $500,000, subject to periodic review and adjustment, and a signing bonus of $200,000.

He will be eligible for an annual short term incentive award, with the target of 65% of base compensation, according to the terms and conditions approved by the Company’s Compensation Committee.

On March 31, 2025, he will also receive Restricted Stock Units (“RSUs”) with a targeted grant value of $1,000,000 as of such date.

The RSUs will vest in annual installments over three years, conditioned upon his continuing service.

Laden will be eligible to receive additional equity awards in the future under the Company’s long-term incentive program.

In addition, the Company will provide a relocation package to Mr.

Laden and will pay his COBRA costs until he is eligible for Company benefits.

Laden will be a Level II Participant in the Company’s Executive Severance Plan, the terms of which have been previously disclosed in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 25, 2024, which description is incorporated herein by reference.

Moore, 61, previously served as the Company’s Chief Operating Officer from January 2023 until August 2024.

Moore has served as a special advisor to the Company since his retirement as Chief Operating Officer in 2024.

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

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

Prior to joining the Company, Mr.

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.

Moore holds a B.A.

degree in Mechanical Engineering, as well as an MBA degree from the University of Alabama.

Moore also attended the Stanford Executive program in 2002.

Moore will receive a monthly stipend of $50,000 as compensation for his services as Interim Chief Financial Officer, to be paid for the period starting on the effective date of his appointment and ending on the start date for the permanent Chief Financial Officer or Mr.

Moore’s earlier departure from the role of Interim Financial Officer, with a pro rata payment for any partial months.

There are no arrangements or understandings between either of Mr.

Laden, respectively, and any other person pursuant to which Mr.

Moore was appointed to serve as Interim Chief Financial Officer of the Company or Mr.

Laden was appointed to serve as Chief Financial Officer of the Company.

There are no family relationships between either Mr.

Laden and any of the Company’s directors or executive officers.

Neither of Mr.

Moore nor Mr.

Laden have any direct or indirect material interest in any existing or currently proposed transaction that would require disclosure under Item 404(a) of Regulation S-K.

As previously disclosed on January 16, 2025, the Company announced that Ms.

Rasmussen will be leaving the Company to pursue another opportunity.

After concluding the previously disclosed negotiations concerning her departure, the Company and Ms.

Rasmussen have entered into a transition and separation agreement under which Ms.

Rasmussen will remain with the Company through close of business on March 3, 2025, or such other date as the parties may mutually agree;

to continue to carry out the duties and responsibilities of such role during such time, including participating in the Company’s earnings calls and assisting in the preparation and filing of the Company’s annual report for the 2024 fiscal year;

to actively transfer her duties and responsibilities to such persons as the Company may designate, including to her successor;

and to provide such additional assistance as may be requested

by the Company’s Chief Executive Officer or Board of Directors.

At the end of the transition period, Ms.

Rasmussen’s employment with the Company will be terminated, and Ms.

Rasmussen will receive the associated severance and termination benefits under the Company’s Executive Severance Plan, the terms of which have been previously disclosed in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 25, 2024, which description is incorporated herein by reference.

A copy of the transition and separation agreement will be filed with the Company’s next quarterly report on Form 10-Q.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

6 unchanged sentences

Melissa Rasmussen 48 Senior Vice President, Chief Financial Officer

Moore 60 Senior Vice President, Chief Operating Officer

Ravi Acharya 50 Senior Vice President, Chief Technology Officer

Jared Brandman 47 Senior Vice President, General Counsel and Secretary

50 Senior Vice President, President of America’s Best

Jared Brandman 48 Senior Vice President, Chief Legal and Strategy Officer and Secretary

Bill Clark 50 Senior Vice President, Chief People Officer

Joe VanDette 46 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.

58 Senior Vice President, Chief Merchandising and Managed Care Officer

48 Senior Vice President, General Manager of Eyeglass World, Fred Meyer and Military

Joe VanDette 46 Senior Vice President, Chief Brand and Marketing Officer

Reade Fah s has served as our Chief Executive Officer since January 2003, having joined National Vision 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.

Prior to joining National Vision, Mr.

Fahs served as the Chief Executive Officer of First Tuesday and was Managing Director of Vision Express U.K.

6 unchanged sentences

degree in English Literature from Harvard College.

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

Alex Wilkes has served as our President since August 2024.

Previously, Mr.

Wilkes served as President, Americas at CooperVision, a global leader in contact lenses.

Prior to this, he spent more than a decade at EssilorLuxottica, a leading global eyewear company, most recently as Senior Vice President and General Manager of Pearle Vision, where he spearheaded the expansion of one of the largest franchises in the vision care industry, and as Vice President of Vision Care for LensCrafters.

Wilkes’ early career as a management consultant included roles with Accenture and Deloitte.

Wilkes holds a B.A.

in Economics from the University of Iowa.

Melissa Rasmussen has served as our 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.

7 unchanged sentences

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., 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.

Moore holds a B.A.

degree in Mechanical Engineering, as well as an MBA degree from the University of Alabama.

Moore also attended the Stanford Executive program in 2002.

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

since March 2020.

Ravi Acharya has served as our Senior Vice President, Chief Technology Officer since March 2020.

Previously, from June 2015 until March 2019, Mr.

2 unchanged sentences

in Electrical Engineering from the Illinois Institute of Technology.

Jared Brandman has served as the Senior Vice President, General Counsel and Secretary of National Vision Holdings, Inc.

since February 2019.

Mark Banner has served as Senior Vice President, President of America's Best since January 24, 2025, and previously served as our Chief Stores Officer since July 2024.

Prior to joining National Vision, Mr.

Banner served as the Senior Vice President, Retail and Real Estate, of Sleep Number Corporation, where he led all sales, stores, operations, promotions & credit, digitally assisted retail, real estate and maintenance teams, and as Vice President of Strategic Integration at Signet Jewelers, in addition to various operations and managerial roles during his 18 years with Signet and its subsidiary, Sterling Jewelers.

He holds a bachelor's degree in organizational studies from Saint Louis University and an M.B.A.

from the Sloan School of Management at Massachusetts Institute of Technology.

Jared Brandman has served as our Senior Vice President, Chief Legal and Strategy Officer, and Secretary, since January 24, 2025, having previously served as our Senior Vice President, General Counsel and Secretary since February 2019.

Brandman joined National Vision in 2017 as Vice President, Assistant General Counsel and Assistant Secretary.

Prior to joining the Company, Mr.

Brandman was Securities Counsel for

The Coca-Cola Company from 2010 to 2017.

Brandman was Securities Counsel for The Coca-Cola Company from 2010 to 2017.

Brandman holds a B.A.

1 unchanged sentence

degree from Emory University School of Law.

Bill Clark has served as the Senior Vice President, Chief People Officer of National Vision Holdings, Inc.

since June 2019.

Bill Clark has served as our Senior Vice President, Chief People Officer since June 2019.

Prior to joining National Vision, he served as Senior Vice President, Human Resources at Five Below, Inc.

4 unchanged sentences

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

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

Megan Molony has served as our Senior Vice President, Chief Merchandising and Managed Care Officer since 2022.

Molony joined National Vision in 2017, previously serving as Senior Vice President, Merchandising and Managed Care from 2020 to 2022, Senior Vice President, Merchandising from 2018 to 2020, and Vice President, Merchandising from 2017 to 2018.

Prior to joining National Vision, Ms.

Molony served in several key leadership roles with some of the largest global optical companies, including both Luxottica and Essilor, overseeing multiple functions including Merchandising, Product Development, Customer Experience, Strategic Planning, Pricing Strategy, Operations and Innovation pipeline and portfolio management.

Molony holds a Bachelor of Science degree from Purdue University.

Priti Patel, O.D.

has served as our Senior Vice President, General Manager of Eyeglass World, Fred Meyer and Military Stores, since January 24, 2025.

Patel previously served as our Senior Vice President, Chief Medical Officer from June 2024 to January 2025;

Senior Vice President, Healthcare Strategy and Development from February 2024 to June 2024;

and Vice President of Physician Practice Management from March 2018 to June 2024.

Patel also serves as President and CEO of our wholly-owned subsidiary, FirstSight Vision Services.

Prior to joining National Vision, Dr.

Patel was responsible for leading Walmart’s U.S.

professional affairs and business relationships with over 3,000 optometrists.

Patel holds a Bachelor of Science degree in Biology and Chemistry from the University of Alabama and a Doctor of Optometry degree from Nova Southeastern College of Optometry.

Her residency was in Primary Care and Ocular Disease from Salus University.

Joe VanDette has served as our Senior Vice President, Chief Brand and Marketing Officer since January 24, 2025, having joined National Vision in April 2022 as our Senior Vice President, Chief Marketing Officer.

Previously, Mr.

3 unchanged sentences

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

Insider Trading Policy

The information required by Item 408(b) of Regulation S-K will be included in our definitive proxy statement for the 2025 Annual Meeting of Stockholders and is incorporated herein by reference.

We have adopted the National Vision Holdings, Inc.

Securities Trading Policy governing the purchase, sale and/or other dispositions of our securities by our directors, officers, employees or us, that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations and the Nasdaq listing standards.

The foregoing summary of the Securities Holding and Trading Policy does not purport to be complete and is qualified in its entirety by reference to

the full text of the Securities Trading Policy attached to this Annual Report as Exhibit 19.1 and incorporated herein by reference.

The additional information required by this item will be included in our definitive proxy statement for the 2025 Annual Meeting of Stockholders and is incorporated herein by reference.

13 unchanged sentences

Consolidated Balance Sheets as of December 28 , 202 4 and December 3 0 , 202 3

Consolidated Statements of Operations and Comprehensive income for the F iscal years ended December 30, 202 3 , December 31, 2022, and January 1, 2022

Consolidated Statements of Stockholders’ Equity for the F iscal years ended December 3 0 , 20 23 , December 31, 2022, and January 1, 2022

Consolidated Statements of Cash Flows for the F iscal years ended December 30, 2023 , D ecember 31, 2022, and January 1, 2022

Consolidated Statements of Operations and Comprehensive (loss) income for the Fiscal years ended December 28, 2024, December 30, 2023, and December 31, 2022

Consolidated Statements of Stockholders’ Equity for the Fiscal years ended December 28, 2024, December 30, 2023 and December 31, 2022

Consolidated Statements of Cash Flows for the Fiscal years ended December 28, 2024, December 30, 2023 , and December 31, 2022

Notes to Consolidated Financial Statements

16 unchanged sentences

Form of 2.50% Convertible Senior Note due 2025 - incorporated herein by reference to Exhibit A within Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on May 12, 2020

Second Joinder and Restatement Agreement, dated as of June 13, 2023, including as Exhibit A thereto, to the Second Amended and Restated Credit Agreement, by and among Nautilus Acquisition Holdings, Inc., National Vision, Inc., certain subsidiaries of National Vision, Inc., as guarantors, Bank of America, N.A., as Administrative Agent and the Collateral Agent, and the lenders from time to time party thereto - incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 20, 2023.

Second Joinder and Restatement Agreement, dated as of June 13, 2023, including as Exhibit A thereto, to the Second Amended and Restated Credit Agreement, by and among Nautilus Acquisition Holdings, Inc., National Vision, Inc., certain subsidiaries of National Vision, Inc., as guarantors, Bank of America, N.A., as Administrative Agent and the Collateral Agent, and the lenders from time to time party thereto - incorporated therein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 20, 2023

Joinder Agreement, dated as of August 9, 2024, among Nautilus Acquisition Holdings, Inc., National Vision, Inc., the other credit parties party thereto, the lenders party thereto and Bank of America, N.A., as administrative agent and collateral agent- incorporated therein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 9, 2024

First Lien Guarantee, dated as of March 13, 2014, by the guarantors party thereto - incorporated herein by reference to Exhibit 10.6 to the Company’s Form S-1 Registration Statement filed on September 29, 2017

3 unchanged sentences

National Vision Holdings, Inc.

2017 Omnibus Incentive Plan - incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on October 31, 2017

Amended and Restated 2017 Omnibus Incentive Plan - incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on June 13, 2024

Form of Stock Option Agreement under the 2017 Omnibus Incentive Plan, as adopted February 2019 - incorporated herein by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on May 9, 2019

5 unchanged sentences

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

Form of Restricted Stock Unit Agreement under the 2017 Omnibus Incentive Plan, as adopted February 12, 2024 – incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on May 8, 2024

Form of Performance Stock Unit Agreement under the 2017 Omnibus Incentive Plan, as adopted February 12, 2024– incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on May 8, 2024

Option Agreement for Patrick R.

23 unchanged sentences

and National Vision, Inc Portions of this exhibit have been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K because such information is (i) not material and (ii) the type of information that the registrant treats as private or confidential.

Letter Agreement by and between National Vision, Inc.

and Wal-Mart Stores, Inc.

Management & Services Agreement, dated as of January 11, 2017 - incorporated herein by reference to Exhibit 10.32 to the Company’s Form S-1 Registration Statement filed on September 29, 2017

Management & Services Agreement by and between National Vision, Inc.

and Wal-Mart Stores, Inc., dated as of May 1, 2012 - incorporated herein by reference to Exhibit 10.31 to the Company’s Form S-1 Registration Statement filed on October 16, 2017

Amendment 3 to the Management and Services Agreement between Walmart, Inc.

and National Vision, Inc.

effective as of January 23, 2020 - incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 22, 2020.

Amendment 4 to the Management & Services Agreement between Walmart Inc.

and National Vision, Inc., effective as of July 17, 2020 - incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 20, 2020.

Amended and Restated Supplier Agreement between National Vision, Inc.

and Walmart, dated as of January 17, 2017 - incorporated herein by reference to Exhibit 10.33 to the Company’s Form S-1 Registration Statement filed on September 29, 2017

National Vision Holdings, Inc.

Securities Trading Policy

Subsidiaries of National Vision Holdings, Inc.

6 unchanged sentences

Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith)

Incentive Compensation Clawback Policy

Incentive Compensation Clawback Policy – incorporated herein by reference to Exhibit 97.1 to the Company’s Annual Report on Form 10-K filed February 27, 2024

101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within Inline XBRL document

32 unchanged sentences

Director February 26, 2025

Tehle Director February 27, 2024

/s/ Caitlin Zulla

Director February 26, 2025

Caitlin Zulla

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