UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

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NATIONAL VISION HOLDINGS, INC.

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LETTER TO STOCKHOLDERS

Dear Fellow Stockholders:

Year in Review

2023 was a year in which we began to transform our business to better compete in today’s marketplace and we finished the year quite strong with results above our expectations for the year. These results reflect the strength of America’s Best and a noteworthy improvement in Eyeglass World further supported by crisp execution from our teams and successful marketing campaigns at the end of the year. When we started the year, we set out to enhance the foundation for ongoing profitable growth and have made great progress.

•

We opened 70 new stores in 2023, continuing to capitalize on white space opportunities as store openings remain an important part of our strategic growth initiatives.

•

We delivered improved retention of Optometrists and record Optometrist recruitment, with over 10% of all Optometric graduates from the entire class of 2023 joining our network in 2023.

•

We expanded our remote care offering into over 200 additional America’s Best locations, and as of year-end we had nearly 550 America’s Best locations remote enabled.

•

We continued our store digitization efforts aimed at improving efficiency and productivity. The roll out of Electronic Health Records, or EHR, in America’s Best locations continues to advance and in our corporate office we began the first phase implementation of the back-office ERP project to upgrade our financial systems.

•

We made progress in our objective to leverage omni-channel capabilities by continuing to test and progress programs that attract consumers across omni-channel offerings.

•

We took actions to adapt our business and cost structure as we enter 2024 and embark on the first chapter of our post-Walmart era.

•

Finally, we have continued to implement strategic initiatives to build upon our mission of providing affordable and accessible eyecare and eyewear to all Americans and are very proud that our philanthropic efforts helped 1.4 million people around the world to see better.

We are grateful to our team’s dedication and focus on driving our initiatives to date and believe we remain well positioned to deliver our objectives including driving value for our shareholders.

Our 2024 Annual Meeting

We are pleased to invite you to attend the National Vision Holdings, Inc. 2024 Annual Meeting of Stockholders on Wednesday, June 12, 2024, at 1:00 p.m. Eastern Time. Detailed information concerning the Annual Meeting is set forth in this proxy statement.

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, and it is important that your shares be represented and voted during the meeting. We encourage you to review the proxy materials and submit your vote today.

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,


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

April 25, 2024

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Notice of Annual Meeting of Stockholders

	Date & Time			Wednesday, June 12, 2024, at 1:00 p.m. Eastern Time
	Place			National Vision Headquarters 2435 Commerce Avenue Building 2200 Duluth, Georgia 30096
	Items of Business			1. Election of the eight director nominees listed in this proxy statement.
				2. Advisory vote to approve the compensation of our named executive officers (“Say-on-Pay”).
				3. Advisory vote on the frequency of future Say-on-Pay votes.
				4. Approval of amendment and restatement of the 2017 Omnibus Incentive Plan.
				5. Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2024.
				6. To consider such other business as may properly come before the Annual Meeting and any adjournments or postponements thereof.
	Record Date			Stockholders of record at the close of business on April 15, 2024, may vote at the Annual Meeting.
	How to Vote			You may vote your shares prior to June 12, 2024, 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.

By Order of the Board of Directors,

Jared Brandman
Senior Vice President, General Counsel and Secretary
April 25, 2024

		Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on Wednesday, June 12, 2024:
		This Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 30, 2023, are available free of charge at www.edocumentview.com/EYE.
		We made this proxy statement available to stockholders beginning on April 25, 2024.

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PROXY STATEMENT SUMMARY

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 2024 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.

2024 Annual Meeting of Stockholders

Date & Time

Location

Record Date

June 12, 2024
1:00 p.m. Eastern Time

National Vision’s Headquarters
2435 Commerce Avenue
Building 2200
Duluth, Georgia 30096

April 15, 2024

Voting Recommendations

Company Proposals

Board Vote
Recommendation

For Further
Details

Proposal 1:

Election of the eight director nominees listed in this proxy statement.

FOR
all nominees

Page 8

Proposal 2:

Advisory vote to approve the compensation of our named executive officers (“Say-on-Pay”).

FOR

Page 30

Proposal 3:

Advisory vote on the frequency of future Say-on-Pay votes.

ONE YEAR

Page 55

Proposal 4:

Approval of amendment and restatement of the 2017 Omnibus Incentive Plan.

FOR

Page 58

Proposal 5:

Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2024.

FOR

Page 68

How to Vote

By Internet

By Telephone

By Mail

In Person

Visit www.investorvote.com/EYE

Dial 1-800-652-VOTE

Sign, date and return your proxy card by mail

Attend our Annual Meeting and cast your vote during the meeting

Stockholders of record at the close of business on April 15, 2024, may vote at the Annual Meeting.

See full instructions under the heading “Important Information About Voting at the Annual Meeting.”

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 11, 2024, 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.

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PROXY STATEMENT SUMMARY

2023 Business Highlights

As we enter 2024, we are building on the progress made 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. The Company’s store partnership with Walmart Inc. ended as of February 2024, and the transition of 229Walmart Vision Center stores has been completed. 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. 2023 business highlights included the following:

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Overall store count grew 4.4% to 1,413 stores

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Comparable store sales growth was 3.1%, and Adjusted Comparable Store Sales Growth was 2.9%

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Net revenue increased 6% over 2022 to $2,126.5 million

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Net income (loss) of $(65.9) million and Diluted EPS of $(0.84), inclusive of non-cash impairment charges of $79.7 million and $7.0 million in expenses related to the termination of the Walmart partnership

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Adjusted Operating Income of $72.3 million compared with $87.8 million in fiscal year 2022

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Adjusted Diluted EPS of $0.64 compared with $0.65 in fiscal year 2022

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We returned $25.0 million to stockholders through share repurchases

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Cash flows from operating activities were $173.0 million, compared to $119.2 million in fiscal year 2022

In this proxy statement, we discuss financial measures that are referred to as non-GAAP financial measures, including adjusted comparable store sales growth, adjusted operating income, adjusted diluted EPS and annual incentive adjusted operating income. See Appendix A to this proxy statement for more information regarding these measures and reconciliations to the most directly comparable GAAP measures.

These financial highlights are reproduced from our Annual Report on Form 10-K for the fiscal year ended December 30, 2023, and speak as of February 27, 2024, the date we filed our Form 10-K with the SEC, unless clearly indicated otherwise.

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PROXY STATEMENT SUMMARY

Our Board of Directors

The fundamental duty of the Board is to oversee our strategy and the long-term interests of our stockholders. The following provides summary information about our current directors, individually, and our nominees for director in the aggregate. See “Proposal 1—Election of Directors” for more details on our director nominees’ qualifications, skills and experience.

					Committee Membership
Directors	Occupation	Age	Director Since	Independent	Audit Committee	Compensation Committee	Nominating and Corporate Governance Committee
L. Reade Fahs	Chief Executive Officer, National Vision Holdings, Inc.	63	2014
D. Randolph Peeler	Managing Director, Berkshire Partners, LLC	59	2014
Jose Armario	Chief Executive Officer, Bojangles’, Inc.	65	2021
Virginia A. Hepner	Retired Chief Executive Officer, The Woodruff Arts Center	66	2018
Susan S. Johnson	Retired Chief Marketing Officer, Prudential Financial, Inc.	58	2020
Naomi Kelman	Retired President & Chief Executive Officer, Willow	65	2020
Susan O’Farrell	Retired Chief Financial Officer, Bluelinx Holdings, Inc.	60	2024
Thomas V. Taylor, Jr.	Chief Executive Officer, Floor & Decor Holdings, Inc.	58	2018
David M. Tehle	Retired Executive Vice President and Chief Financial Officer, Dollar General Corporation	67	2017

Chair

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PROXY STATEMENT SUMMARY

Corporate Governance Highlights

We maintain robust governance and Board practices that promote independence, accountability and effectiveness in the boardroom.

Key Governance Developments

	Board Refreshment			In the last year, we added one new director while another longer-tenured director transitioned off the Board. We also refreshed our committee composition.
	Majority Voting			In 2023, our Board of Directors amended our bylaws to provide for majority voting in uncontested director elections.
	Declassified Board			Following the stockholder approval of an amendment to our certificate of incorporation in 2021, we have completed the phase out of the classified structure of the Board. Beginning with the Annual Meeting, all directors will stand for election annually.
	Enhanced Governance			In addition to implementing a majority vote standard, our bylaws were amended in 2023 to enhance our corporate governance practices by, among other items: • Permitting special meetings of the Board to be called on less than 24 hours’ notice • Enhancing procedures for Board review of related party transactions • Aligning with new universal proxy rules and recent amendments to the DGCL
	Clawback Policy			In October 2023, the compensation committee adopted the Incentive Compensation Recovery Policy, which is compliant with SEC and Nasdaq requirements.

		Corporate Governance and Board Practices
		✓ All directors are elected annually ✓ Majority voting in uncontested director elections ✓ Updated bylaws to enhance corporate governance practices ✓ Independent Chair of the Board ✓ Seven of eight director nominees are independent ✓ All committee members are independent ✓ Seven new independent directors since IPO ✓ Seven experienced current and former CEOs/CFOs ✓ Of our eight director nominees, four are female and two are racially or ethnically diverse				✓ Regular review of committee charters and Corporate Governance Guidelines incorporating evolving best practices ✓ Strong stockholder engagement program ✓ Annual Board and committee self-assessments ✓ Regular Board executive sessions without management ✓ Formal Board and committee oversight of our business strategy, enterprise risk management, compensation strategy, and sustainability program and strategy ✓ Robust director and executive stock ownership guidelines

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PROXY STATEMENT SUMMARY

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 2023, we published our second Sustainability Report, for fiscal year 2022, detailing our corporate sustainability framework of societal impact, employees, environment and governance (SEE+G) and our progress during 2022. Our SEE+G framework guides our efforts.

SEE+G Highlights

Below are just a few of the efforts we highlighted in our 2022 Sustainability Report.

See “Corporate Governance Matters—Sustainability & Human Capital Management” for a more detailed discussion of our SEE+G and ESG governance frameworks.

We focused our efforts in 2023 on continuing to build a strong foundation for the success of our business and, by extension, our philanthropic impact.

•

We drove positive Societal Impact by expanding our remote care offering, continuing to work with Americares to progress our goal of helping 500,000 of the country’s most vulnerable see and furthering our philanthropic efforts toward helping 5 million people see through the end of 2025. In 2023, 2020 Quest, National Vision’s charitable foundation, was selected to serve on the SPECS network, the World Health Organizations initiative to end the Global Vision Crisis.

•

We supported our Employees by continuing to survey associates and optometrists and using their feedback to inform our business plans and investing in the training and development of our store teams to help them become better optical leaders.

•

We continued our commitment to the Environment by completing both our energy efficient lighting upgrade and waste audit programs in 2023 and identifying ways to automate processes to further increase our efficient, including by beginning our transition to an electronic healthcare record platform, which we expect to be implemented in all America’s Best locations by the end of 2024.

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PROXY STATEMENT SUMMARY

•

We enhanced our Governance practices by taking key actions to advance our commitment to good corporate governance as highlighted under “Corporate Governance—Key Governance Developments” and continuing to develop our supply chain strategy.

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

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. 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 our compensation philosophy.

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

		What We Do:				What We Don’t Do:
		✓ Pay for performance, with high percentages of performance-based and long-term equity compensation ✓ Grant performance stock units that vest based on the achievement of performance goals over a three-year performance period ✓ Award annual cash incentives based on performance against predefined performance metrics ✓ Maintain robust stock ownership guidelines for our NEOs and directors • Chief Executive Officer—6x annual base salary • Other NEOs—3x annual base salary • Directors—5x annual cash retainer ✓ Review our compensation programs and strategy annually with robust Board and committee oversight ✓ Hold an annual Say-on-Pay vote supported by a strong stockholder engagement strategy ✓ Require “Double-Trigger” vesting for change in control provisions ✓ Maintain an incentive compensation recovery (“clawback”) policy ✓ Retain an independent compensation consultant				✗ No excise tax gross-ups ✗ No hedging of the Company’s stock by NEOs or directors ✗ No supplemental executive retirement plans ✗ No option repricing without stockholder approval ✗ No significant perquisites for executive officers

See “Executive Compensation” for a detailed discussion of the design and evolution of our executive compensation program.

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CORPORATE GOVERNANCE MATTERS

Proposal 1—Election of Directors

		The Board recommends that you vote “FOR” all of the director nominees listed.
		What Am I Voting on?				We are asking stockholders to elect the eight director nominees listed below for election at the Annual Meeting for a term of one year. If elected, each director will hold office until the 2025 annual meeting and until their respective successors are elected and qualified.
		Vote Required				To be elected, a director must receive a majority 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 (meaning the number of shares voted “FOR” a nominee must exceed the number of shares voted “AGAINST” such nominee). “Abstentions” and “broker non-votes” will not be counted as a vote cast either “FOR” or “AGAINST” a nominee’s election.

Nominees for Election to the Board of Directors

Presented on the following pages are the eight director nominees recommended by the Board of Directors for election at the Annual Meeting.

Upon the recommendation of the nominating and corporate governance committee, the Board has nominated D. Randolph Peeler, L. Reade Fahs, Jose Armario, Virginia A. Hepner, Susan S. Johnson, Naomi Kelman, Susan O’Farrell and Thomas V. Taylor, Jr. for re-election as directors for a one-year term expiring at the 2025 annual meeting. Mr. Tehle will not stand for re-election and his term will expire at the Annual Meeting.

All of the nominees listed in this proxy statement are incumbent directors, whose terms expire on the date of the Annual Meeting. With the exception of Mr. Fahs, our Chief Executive Officer, all are independent directors. The nominating and corporate governance committee evaluated and recommended each director nominee in accordance with its charter and our Corporate Governance Guidelines. We have no reason to believe that any of the director nominees will be unable or unwilling to serve if elected; however, in the unlikely event that any of them ceases to be a candidate for election by the time of the Annual Meeting, proxies may be voted for a substitute nominee recommended by the Board, or the Board may elect to reduce its size.

Board Refreshment

•

Susan O’Farrell was appointed to the Board in February 2024 and serves on the audit committee. She brings a wealth of both retail and multi-industry knowledge to the Board and her nomination was based on her financial and operational experience encompassing IT, procurement, supply chain and logistics in growth and transformational environments. Ms. O’Farrell was identified and evaluated through a director search process overseen by the nominating and corporate governance committee.

•

David M. Tehle, who joined the Board in 2017, will not stand for reelection at the Annual Meeting and will be departing as a director immediately following the Annual Meeting. The Board thanks Mr. Tehle for his years of service and commitment to the Company and its stockholders. He has made meaningful contributions to the Board throughout his tenure, including as chair of the audit committee.

Mr. Tehle’s departure is in no way due to any disagreement with the Company, nor is it the result of a removal “for cause.” As a result, the size of the Board will be reduced from nine to eight. Following the Annual Meeting, it is expected that the Company will have no open director seats.

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CORPORATE GOVERNANCE MATTERS

Biographical Information

The following pages set forth biographical information, including a description of their principal occupation, business experience, and the primary qualifications, attributes, and skills (represented by the icons below) that the nominating and corporate governance committee considered in recommending them as director nominees, as well as the Board committees on which each director nominee will serve as of the Annual Meeting.

[MISSING IMAGE: ph_randolphpeeler-pn.jpg]

Director since: 2014
Age: 59

Independent

Committees:

Compensation Committee

Nominating and Corporate
Governance Committee

D. Randolph Peeler

Board Chair

Mr. Peeler has served as the Chair of our Board of Directors since 2020. Mr. Peeler is a Senior Advisor at Berkshire Partners LLC (“Berkshire”), a private equity firm. Mr. Peeler joined Berkshire in 1996 and became a Managing Director in 2000. 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.

Prior Experience

•

Co-founded a privately-owned healthcare services company

•

Special Assistant for the Assistant Secretary for Economic Policy in the U.S. Department of the Treasury

•

Consultant with Cannon Associates and Bain & Co.

Other Directorships

•

DVx Ventures, a venture studio with a unique approach to building companies from concept to scale (private)

•

CPK Media, LLC d/b/a Christopher Kimball’s Milk Street Kitchen, a multi-channel food media company (private)

Director since: 2014
Age: 63

L. Reade Fahs

Mr. Fahs has served as the Chief Executive Officer of the Company since 2014. Prior to our initial public offering, Mr. Fahs served as the President and Chief Executive officer of National Vision, Inc. (“NVI”) beginning in 2003, having joined NVI in 2002 as President and Chief Operating Officer. Mr. Fahs brings a unique perspective to our Board as our CEO and 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.

Prior Experience

•

Chief Executive Officer of First Tuesday, a professional networking forum for established technology entrepreneurs and companies (1999-2001)

•

Managing Director of Vision Express U.K., a leading optical retailer (1997-1999)

•

Various positions at LensCrafters, a leading eyewear retailer (1986-1996)

Other Directorships

•

Board Observer and Roving Ambassador (February 2024-present) and Chairman (2006-2024) of VisionSpring, a social enterprise that works to ensure affordable access to eyewear

•

Restoring Vision, a nonprofit organization committed to ending the global vision crisis

•

PetVet Care Centers, a network of locally owned general practice, specialty, emergency and equine veterinary hospitals (private)

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CORPORATE GOVERNANCE MATTERS

[MISSING IMAGE: ph_josearmario-pnlr.jpg]

Director since: 2021
Age: 65

Independent

Committees:

Nominating and Corporate Governance Committee

Jose Armario

Mr. Armario has served as the Chief Executive Officer and President and a member of the board of directors of Bojangles’, Inc. (“Bojangles”), a restaurant operator and franchisor, since 2019. Mr. Armario brings to our Board senior leadership, public company board, financial and accounting, risk oversight and retail industry experience from his role as Chief Executive Officer of Bojangles, prior executive positions and board work, along with optical and healthcare industry, marketing, ESG and sustainability, and human capital management experience.

Prior Experience

•

Founder and Chief Executive Officer of consulting firms Armario Enterprises, LLC and PowerC,LLC, (2016-2019)

•

Corporate Executive Vice President, Supply Chain, Development and Franchising of McDonald’s Corporation (2011-2015)

•

Various leadership positions at McDonald’s Corporation (1996-2011)

Other Directorships

•

Bojangles, Inc. (private)

•

Golden State Foods, a global food services and logistics company specializing in quick-service restaurants (private)

[MISSING IMAGE: ph_virginiahepner-pn.jpg]

Director since: 2018
Age: 66

Independent

Committees:

Nominating and Corporate
Governance Committee (Chair)

Audit Committee

Virginia A. Hepner

Ms. Hepner most recently served as the President and Chief Executive Officer, and is a Life Trustee, of The Woodruff Arts Center in Atlanta, Georgia, from 2012 to 2017. Ms. Hepner brings to our Board 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, government/regulatory experience and ESG/sustainability and human capital experience, along with over 25 years of financial and accounting experience.

Prior Experience

•

Investor in GHL, Inc., a real estate partnership for commercial properties in metro Atlanta (2005-2022)

•

Strategic Advisor at DMI Music & Media Solutions, a full-service entertainment and music company (2011-2019)

•

Executive Vice President and various other leadership positions at Wachovia Bank and its predecessors (1979-2005)

Other Directorships

•

Oxford Industries, a leader in the apparel industry (public)

•

Cadence Bancorporation, a commercial banking company (public) (audit committee chair)

•

State Bank & Trust Company, now a division of Cadence Bank (2010-2019)

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CORPORATE GOVERNANCE MATTERS

[MISSING IMAGE: ph_susansomersille-pn.jpg]

Director since: 2020
Age: 58

Independent

Committees:

Audit Committee

Susan Somersille Johnson

Ms. Johnson most recently served as the Chief Marketing Officer for Prudential Financial, Inc., a provider of financial products and services, from 2020 to 2024. Ms. Johnson brings to our Board of Directors extensive marketing and digital communication, retail, ESG and sustainability, and financial and accounting experience, along with senior leadership, public company board and risk oversight experience.

Prior Experience

•

Executive Vice President and Chief Marketing Officer of Truist Financial, a bank holding company, a full-service entertainment and music company (2014-2020)

•

Vice President, Global Marketing, of NCR Corporation, a software, consulting and technology company (2012-2014)

•

Global Head of Customer Marketing; Head of Software Marketing Programs, of Nokia Corporation, a telecommunications company (2007-2012)

Other Directorships

•

Constellation Brands, a leading international producer and marketer of beer, wine, and spirits (public) (2017-2024)

Director since: 2020
Age: 65

Independent

Committees:

Audit Committee

Compensation Committee

Naomi Kelman

Ms. Kelman most recently served as President and Chief Executive Officer of Willow Innovations, Inc., a revolutionary women’s health company, from 2014 to 2019. Ms. Kelman brings to our Board of Directors extensive knowledge of the healthcare industry and senior leadership, marketing and 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.

Prior Experience

•

Global Division Head of Novartis OTC, a division of Novartis, a healthcare company (2011-2012)

•

Various executive roles at Johnson & Johnson, a focused healthcare company (2000-2011)

•

President, Lifescan North America, One Touch diabetes business (2009-2011)

•

President, Vistakon Americas (Acuvue Contact Lenses), a division of Johnson & Johnson Vision Care (2004-2009)

Other Directorships

•

Mirvie, a biotechnology company (private)

•

Brilliant Home Technology, Inc., a smart home technology company (private)

•

Blue River PetCare (Chair), a leading operator of veterinary hospitals (private)

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CORPORATE GOVERNANCE MATTERS

[MISSING IMAGE: ph_susanofarrell-pnlr.jpg]

Director since: 2024
Age: 60

Independent

Committees:

Audit Committee

Susan O’Farrell

Ms. O’Farrell most recently served as Chief Financial Officer, Principal Accounting Officer and Treasurer at BlueLinx Holdings, Inc., a wholesale distributor of building and industrial products from 2014 to 2020. Ms. O’Farrell brings to the Board a wealth of financial and operational experience encompassing IT, procurement, supply chain and logistics in growth and transformational environments and is qualified financial expert and a holder of the CERT Certificate in Cybersecurity Oversight from Carnegie Mellon. Ms. O’Farrell was identified and evaluated through a director search process overseen by the nominating and corporate governance committee.

Prior Experience

•

Senior financial executive in various roles at The Home Depot, a leading home improvement omni-channel retailer (1999-2014)

•

Director of Southern Company Gas, formerly AGL Resources, an American Fortune 500 energy services holding company (1996-1999)

Other Directorships

•

Savers Value Village, Inc., the largest for-profit thrift operator in the U.S. and Canada (public)

•

Leslie’s Inc., a specialty retailer of pool supplies (public) (audit committee chair)

Director since: 2018
Age: 58

Independent

Committees:

Compensation Committee
(Chair)

Thomas V. Taylor, Jr.

Mr. Taylor has served as Chief Executive Officer, and a member of the board of directors, of Floor & Decor Holdings, Inc. (“Floor & Decor”), a specialty retailer of hard surface flooring and related products, since 2012. 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 experience as CEO and a director of Floor & Decor, along with financial and accounting, marketing and human capital experience.

Prior Experience

•

Managing Director at Sun Capital Partners, a private equity firm (2006-2012)

•

Executive Vice President of Operations, Executive Vice President of Merchandising and Marketing, and various other manager, district manager, vice president, president, and senior vice president roles, at The Home Depot, a leading home improvement omni-channel retailer (1983-2006)

Other Directorships

•

Floor & Decor Holdings, Inc. (public)

•

Cooper’s Hawk, a differentiated wine club and restaurant concept (private)

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Diversity, Qualifications, Skills and Experiences of our Directors

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. The application of these factors involves the exercise of judgment. The committee does not have a standard set of fixed qualifications applicable to all director candidates but at a minimum assesses each candidate’s integrity, accountability, skills, experience, independence, other outside commitments and ability to work collegially with the other members of the Board.

While the Board does not have a formal diversity policy, the Board considers and appreciates the value that a diversity of viewpoints, background and experiences (including age, sex, gender identity, sexual orientation, race and ethnicity) brings to the boardroom, it does not have a formal diversity policy.

The Board regularly evaluates the experience, qualifications, attributes or skills, taken as a whole, of our current directors and nominees, to ensure that our Board is able satisfy its oversight responsibilities effectively in light of our business and structure. As part of this evaluation, the Board considers areas where additional expertise or skills may be needed. In recommending the director nominees listed in this proxy statement, the Board focused primarily on each person’s background and experience as reflected in the information discussed in the individual biographies set forth above. We believe that our director nominees provide an appropriate mix of experience and skills relevant to the size and nature of our business and are representative of diverse backgrounds. The following highlights some of the important characteristics, key qualifications, attributes or skills of our current directors that allow our Board to provide effective oversight of our business operations and strategy.

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Self-Identified Background

Below is our Nasdaq Board Diversity Matrix for the fiscal year ended December 30, 2023, which sets forth certain self-identified personal demographic characteristics of our current directors. Last year’s Board Diversity Matrix is available in our 2023 proxy statement filed with the Securities and Exchange Commission (the “SEC”) on April 26, 2023.

Board Diversity Matrix (As of April 25, 2024)
Total Number of Directors	9
	Female	Male
Part I: Gender Identity
Directors	4	5
Part II: Demographic Background
African American or Black	1	0
Hispanic or Latinx	0	1
White	3	4

Identifying Director Nominees

The nominating and corporate governance committee may identify, recommend and assist in recruiting 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 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.

Stockholder Recommendations of Director Candidates

The committee will consider director candidates recommended by stockholders on a substantially similar 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 2025 Annual Meeting.”

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Corporate Governance Highlights

Our commitment to good corporate governance is reflected in our Corporate Governance Guidelines, which describe our Board’s 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, and are available in the investors section of our website, www.nationalvision.com.

		Corporate Governance and Board Practices
		✓ All directors are elected annually ✓ Majority voting in uncontested director elections ✓ Updated bylaws to enhance corporate governance practices ✓ Independent Chair of the Board ✓ Seven of eight director nominees are independent ✓ All committee members are independent ✓ Seven new independent directors since IPO ✓ Seven experienced current and former CEOs/CFOs ✓ Of our eight director nominees, four are female and two are racially or ethnically diverse				✓ Regular review of committee charters and Corporate Governance Guidelines incorporating evolving best practices ✓ Strong stockholder engagement program ✓ Annual Board and committee self-assessments ✓ Regular Board executive sessions without management ✓ Formal Board and committee oversight of our business strategy, enterprise risk management, compensation strategy, and sustainability program and strategy ✓ Robust director and executive stock ownership guidelines

Key Governance Developments

In 2023, we took action to further our commitment to good governance, resulting in the following key developments.

	Board Refreshment			In the last year, we added one new director while another longer-tenured director transitioned off the Board. We also refreshed our committee composition.
	Majority Voting			In 2023, our Board of Directors amended our bylaws to provide for majority voting in uncontested director elections.
	Declassified Board			Following the stockholder approval of an amendment to our certificate of incorporation in 2021, we have completed the phase out of the classified structure of the Board. Beginning with the Annual Meeting, all directors will stand for election annually.
	Enhanced Governance			In addition to implementing a majority vote standard, our bylaws were amended in 2023 to enhance our corporate governance practices by, among other items: • Permitting special meetings of the Board to be called on less than 24 hours’ notice • Enhancing procedures for Board review of related party transactions • Aligning with new universal proxy rules and recent amendments to the DGCL
	Clawback Policy			In October 2023, the compensation committee adopted the Incentive Compensation Recovery Policy, which is compliant with SEC and Nasdaq requirements.

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Board and Committee Governance

Board Composition

The Board is currently comprised of nine directors. 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, our stockholders approved an amendment of our certificate of incorporation to phase out the classified structure of the Board and, beginning with the Annual Meeting, all directors will stand for election annually. Because Mr. Tehle is not standing for reelection at the Annual Meeting, the size of the Board will be reduced from nine to eight. Following the Annual Meeting, it is expected that the Company will have no open director seats.

Director Independence

We believe the Company benefits from having a Board that is independent from management. Under our Corporate Governance Guidelines and SEC and 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 SEC and Nasdaq Listing Rules and require the Board to review the independence of all directors at least annually.

Our Board has determined that, other than Mr. Fahs, all of the director nominees listed in this proxy statement and all of the individuals who served during the fiscal year ended December 30, 2023, 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 independent because of his current employment as our Chief Executive Officer. 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 relevant information provided by the directors and the Company, including information identified through annual director questionnaires.

Executive Sessions

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

Leadership Structure

While our Corporate Governance Guidelines provide our Board with flexibility to combine or separate the positions of Chair 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, the Board currently believes that having these positions separated, with Mr. Peeler serving as Chair 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. The Board 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 positions should not be separated, such that the Chair of the Board is also the Chief Executive Officer or another director who is not independent, the independent directors may annually elect from among themselves a lead independent director.

Meetings and Attendance

All directors are expected to make every effort to attend all meetings of the Board and of the committees of which they are members, as well as the annual meeting of stockholders. During the fiscal year ended December 30, 2023, the Board held eight meetings. During 2023, each of our directors attended 75%

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or more of the aggregate number of meetings of the Board and committees on which he or she served, in each case while they served on the Board or such committees, and all of our directors that were members of our Board at the time attended the 2023 annual meeting.

Board Committees

Our Board of Directors has three standing committees: the audit committee, the nominating and corporate governance committee, and the compensation committee. All members of our committees are independent directors. Each of these committees is governed by its written charter approved by our Board. We make copies of these charters available free of charge on the investors section of our website, www.nationalvision.com. Other than the text of the charters, we are not including the information contained on or available through our website as a part of, or incorporating such information by reference into, this proxy statement. The following further describes the membership, duties and responsibilities of each of the Board’s committees.

		Audit Committee
		David M. Tehle (Chair) Virginia A. Hepner Susan S. Johnson Naomi Kelman Susan O’Farrell 8 Meetings held in 2023				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 the Board with respect to its oversight of: • our risk management policies and procedures • the audits and integrity of our financial statements, and the effectiveness of internal control over financial reporting • our compliance with legal and regulatory requirements, including SEC filings • the qualifications, engagement, performance and independence of the outside auditors, including approving all auditing and non-auditing services performed by our outside auditors • approving the annual audit plans and the performance of our internal audit function The Board has determined that each of Mr. Tehle and Mses. Hepner, Johnson, Kelman and O’Farrell 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”), and that Mr. Tehle and Mses. Hepner and O’Farrell each qualify as an “audit committee financial expert” as such term is defined in Item 407(d)(5) of Regulation S-K.

		Compensation Committee
		Thomas V. Taylor, Jr. (Chair) Naomi Kelman D. Randolph Peeler 4 Meetings held in 2023				The primary purpose of the compensation committee is to assist our Board of Directors in discharging its responsibilities relating to: • setting our compensation philosophy and compensation of our executive officers and directors • monitoring our equity-based and certain incentive compensation plans • preparing the compensation committee report required to be included in our proxy statement or annual report under the rules and regulations of the SEC The Board has determined that each of Ms. Kelman, Mr. Peeler and Mr. Taylor are independent under the applicable listing standards of Nasdaq and our Corporate Governance Guidelines.

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		Nominating and Corporate Governance Committee
		Virginia A. Hepner (Chair) Jose Armario D. Randolph Peeler 4 Meetings held in 2023				The primary purpose of the nominating and corporate governance committee is to provide assistance to the Board by, among other things: • determining the size, structure, composition, processes and practices of the Board and its committees • assessing director independence and qualifications • identifying and recommending, and assisting the Board in recruiting, qualified director candidates • overseeing the Board’s director education practices • taking 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 • retaining, along with the Board, oversight responsibility for our sustainability strategy and providing oversight and guidance on environmental sustainability, social justice and corporate responsibility issues and opportunities The Board has determined that each of Messrs. Peeler and Armario and Ms. Hepner are independent under the applicable listing standards of Nasdaq and our Corporate Governance Guidelines.

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, using its business judgment to act in the best interests of the Company and its stockholders. 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, and selects and oversees the members of senior management who are charged by the Board with conducting the business of the Company.

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. To assist in fulfilling its duties, our Board has delegated certain authority to its four 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 under the heading “Board Committees.”

The Board’s role in oversight is further described below and in our Corporate Governance Guidelines.

Management Succession Planning

A primary responsibility of the Board is planning for CEO succession, overseeing the development and retention of senior talent, and monitoring management’s succession planning for other senior executives. Succession planning and management development are discussed regularly by the Board. As part of the succession planning review process, the Board reviews and discusses the capabilities of, as well as succession planning and potential successors for, both our CEO and other executive officers. The Board and compensation committee consider, among other things, organizational and operational needs, competitive challenges, leadership and management potential and development, and planning for emergency situations. Management also develops ideas and presents plans for identification, mentoring and continuing development of potential internal candidates for executive leadership positions and ensures that directors have substantial opportunities to engage with successor candidates, including emerging leaders. The Board also has access to external consultants, as needed.

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 is responsible for oversight of the Company’s ongoing assessment and

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management of material risks impacting the business, including assessing whether management has an appropriate risk management framework to manage risks and whether that framework is operating effectively. 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 regular 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 deemed appropriate by the Board or its committees. The independent Chair of the Board promotes effective communication and consideration of matters presenting significant risk 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, along with the allocation of risk management responsibilities described below by appropriate committee oversight, provides appropriate risk oversight of our activities.

Audit Committee

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 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. The internal audit function 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 Item IC. Cybersecurity in our Annual Report on Form 10-K for additional details.

Compensation Committee

The compensation committee reviews the risk profile of our 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.

Nominating and Corporate Governance Committee

The nominating and corporate governance committee monitors risks relating to governance matters, including sustainability 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, as further described below under “Board Oversight of Corporate Sustainability.”

Board Oversight of Corporate Sustainability

Our Board is highly engaged in our corporate sustainability strategy, particularly 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 sustainability strategies, policies, goals, initiatives and programs, including the review of our annual Corporate Sustainability Report, while our compensation committee is responsible for overseeing the development and implementation of human capital and succession plans and considering how best to incorporate human capital matters into our executive compensation plans. Our audit

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committee is responsible for overseeing our enterprise risk management program, which includes sustainability topics. See “Corporate Governance Matters—Sustainability” for a detailed discussion of our corporate sustainability strategy.

Board and Committee Evaluations

As a part of the Board’s commitment to corporate governance, the nominating and corporate governance committee coordinates an annual review and self-evaluation of the performance of the Board, its committees and individual directors. In addition, the nominating and corporate governance committee regularly reviews the Board’s composition and skillset and makes recommendations to the Board accordingly.

Process

The evaluation is typically conducted through a written questionnaire asking directors for feedback on a range of topics developed by the nominating and corporate governance committee with input and support from the Company’s General Counsel. Topics generally include:

•

The structure and leadership of the Board and its committees

•

Overall Board and committee effectiveness, including meeting agendas and content, flow and organization of Board and committee meetings, allocations and priorities of Board and committee topics

•

Board oversight, particularly of strategy and risk management

•

CEO, senior leadership, and organizational talent and succession planning

•

Board access to information and resources

•

Management responsiveness to requests for information and updates

In 2023, the chair of the nominating and corporate governance committee reviewed prior assessment processes and determined that this written questionnaire continues to be the best methodology to meet the Board’s desired goals for the evaluation process and the evaluation was conducted and completed with each director providing direct feedback. The questionnaire was anonymous and provided for both numerical ratings and narrative responses.

Review

The evaluations were reviewed, and the numeric ratings and narrative comments were aggregated and summarized with results provided to the nominating and corporate governance committee as well as the full Board. The chair of the nominating and corporate governance committee led a discussion regarding the evaluations, and directors and followed up with individual directors as appropriate.

Feedback and Action

The annual evaluation process provides the Board with valuable insight regarding areas where the Board believes it functions effectively and areas where the Board believes it can continue to improve its effectiveness and oversight. 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. For example, input by directors in recent years has informed the practices of the Board and its committees in areas such as meeting agendas and content, risk oversight, communication between the Board and management and director education focus areas.

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,

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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

Our Securities Trading Policy requires executive officers and directors to consult the Company’s General Counsel prior to engaging in transactions involving Company 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 Company securities. Our Securities Trading Policy discourages employees from purchasing Company securities on margin, or borrowing against any account in which Company securities are held, or pledging Company 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 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 2023 required to be reported in this proxy statement under the applicable SEC rules.

Director Compensation

Our director compensation program is designed to attract qualified, independent directors and align with our overall compensation philosophy. The compensation committee, with assistance from its independent compensation consultant, reviews our 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. Our employee directors do not receive payment for their service on the Board in addition to their regular employee compensation. The committee did not recommend, and the board did not make, any changes to the director compensation program in 2023.

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Elements of Director Compensation

In 2023, our director compensation program consisted of the following:


Annual Cash Retainer • Annual cash retainer paid quarterly, in arrears. • Non-employee directors are 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 cash retainer in equity, in the form of restricted stock units, which vest in full on the first anniversary of the grant date, subject to continued service through the vesting date.			$80,000
Annual Equity Grant			$140,000
Annual equity grant in the form of restricted stock units, which vest on the first anniversary of the grant date, subject to continued service through the applicable vesting date.
Additional Compensation for Committee Chairs
Committee chairs receive an additional annual cash retainer paid quarterly, in arrears.
Audit Committee			$22,500
Compensation Committee			$18,750
Nominating and Corporate Governance Committee			$15,000

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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2023 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 2023:

Name	Fees earned or paid in cash(1)(2) ($)	Stock awards(3) ($)	All other compensation ($)	Total ($)
D. Randolph Peeler(1)	80,000	—	—	80,000
Jose Armario	80,000	140,008	—	220,008
Heather Cianfrocco	80,000	140,008	—	220,008
Virginia A. Hepner	95,000	140,008	—	235,008
Susan S. Johnson	80,000	140,008	—	220,008
Naomi Kelman	80,000	140,008	—	220,008
Susan O’Farrell(4)	—	—	—	—
Thomas V. Taylor, Jr.	98,750	140,008	—	238,758
David M. Tehle	102,500	140,008	—	242,508

(1)

At the request of Mr. Peeler, the compensation committee approved in February 2023 a program in which (i) in lieu of paying any cash retainer earned for Board or committee service directly to Mr. Peeler, the Company will instead make a quarterly donation of such retainer in Mr. Peeler’s name to our foundation or another charity of its choosing, and (ii) Mr. Peeler will not receive the restricted stock unit award to which non-employee directors are entitled under the director compensation program.

(2)

Includes all annual retainer fees earned by the directors in 2023. Mr. Peeler donated his cash retainer to 20/20 Quest, a Company-sponsored charitable foundation. Mr. Armario, Ms. Johnson, Ms. Kelman, and Mr. Taylor elected to receive 100% of their cash retainer in equity and Ms. Cianfrocco elected to receive 66% of her cash retainer in equity, resulting in a grant of restricted stock units on June 14, 2023, as follows: Mr. Armario (3,059), Ms. Cianfrocco (2,019), Ms. Johnson (3,059), Ms. Kelman (3,059), and Mr. Taylor (3,775). 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”) is as follows: Mr. Armario—$80,023, Ms. Cianfrocco—$52,817, Ms. Johnson—$80,023, Ms. Kelman—$80,023, and Mr. Taylor—$98,754. Information about the assumptions used to value these awards is set forth in our Annual Report on Form 10-K in Note 6 to our Consolidated Financial Statements for the year ended December 30, 2023.

(3)

On June 14, 2023, we granted each of our non-employee directors such number of restricted stock units determined by dividing $140,000 by $26.16, the closing price of our common stock on June 14, 2023, the date of grant, rounded up to the next whole restricted stock unit. Accordingly, each director received 5,352 restricted stock units. Amounts in this column reflect the grant date fair value of these awards calculated in accordance with ASC Topic 718 on June 14, 2023, the date of the grant. Information about the assumptions used to value these awards is set forth in our Annual Report on Form 10-K in Note 6 to our Consolidated Financial Statements for the year ended December 30, 2023.

As of December 30, 2023, the non-employee directors listed held the following number of unvested restricted units: Mr. Armario (8,410), Ms. Cianfrocco (0), Ms. Hepner (5,352), Ms. Johnson (8,410), Ms. Kelman (8,410), Ms. O’Farrell (0), Mr. Taylor (9,127) and Mr. Tehle (5,352).

(4)

Ms. O’Farrell joined our Board in February 2024 and did not receive compensation in 2023.

Director Stock Ownership Guidelines

Under our stock ownership guidelines (the “Guidelines”), non-employee directors are required to hold common stock and restricted stock units having a market value equal to at least five time (5x) the annual cash retainer. There is no required time frame within which a director must attain the applicable stock ownership level; however, the Guidelines provide that until the applicable ownership level is achieved, directors must retain 50% of vested shares net of stock option exercise and tax withholding, as applicable. Shares that count toward these ownership guidelines include shares owned outright, shares held in our 401(k) plan 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, 2024, all non-employee directors were in compliance with the guidelines.

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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 , including the chairperson of our Board , 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.

Stockholder Engagement

We are committed to stockholder engagement and 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 sustainability matters of interest to our stockholders. Stockholder engagement and feedback is regularly shared with our Board of Directors.

In 2023, as part of our off-season stockholder engagement efforts, we engaged with our top institutional investors representing approximately 50% of our outstanding shares following outreach to stockholders representing 80% of our outstanding shares. Many of these stockholders expressed support for the continued progress of our Sustainability strategy and other topics covered included business operations, governance, human capital and our executive compensation program.

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Sustainability & Human Capital Management

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. In 2023, we published our second Sustainability Report covering the 2022 fiscal year, in which we enhanced our disclosure on how our ESG approach links to both stakeholder impact and to business success.

SEE+G Framework

Our SEE+G framework guides our ESG efforts. The framework aligns with our priority topics and is organized according to four pillars:


Societal Impact			We focus on making high-quality eye care and eyewear accessible and affordable for all. Our philanthropic giving and partnerships expand access to affordable eye care for those in need around the world.
Employees			We invest in programs that support the well-being, development and quality of life of our people. We are committed to fostering a culture of diversity, equity and inclusion.
Environment			We work to understand the impacts of our activities, increase the efficiency of our operations and minimize our environmental footprint.
Governance			We strive to adhere to the highest standards and best practices for compliance, data privacy and cybersecurity, as well as product quality and safety.

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SEE+G Highlights

Below are just a few of the efforts we highlighted in our 2022 Sustainability Report.

We focused our efforts in 2023 on continuing to build a strong foundation for the success of our business and, by extension, our philanthropic impact.

•

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

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Sustainability Governance Structure

We have developed an internal sustainability governance structure that begins with oversight by the Board through the 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.

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 30, 2023, we had 13,998 full-time and part-time associates, including 582 directly employed optometrists. As of December 30, 2023, our network of optometrists included 2,645 optometrists, which consists of the 582 directly employed optometrists, 1,621 optometrists employed by professional corporations or similar entities with which we contract, and 442 optometrists who sublease in our store locations.

Talent Acquisition

We are committed to attracting talent aligned with our Vision, Mission and Values. We continue to refine our technology to improve both the candidate and hiring manager experience. In addition, we have established critical partnerships with outside vendors that provide us with additional resources to drive candidate flow for key roles. We are 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 support our associates’ interest in attending Optometry school through our internal National Vision Doctor of Optometry Tuition Reimbursement program, which provides for the reimbursement of education expenses to associates attending optometry school. We utilize both in-person events and online platforms for job fairs and on-campus events, and selectively offer key incentives, such as a student loan repayment program.

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CORPORATE GOVERNANCE MATTERS

Talent Development

We have a proven record of opening new stores with high-quality training support. We have adapted our new store training approach by introducing and enhancing virtual instructor-led training classes, allowing for high-touch training in a remote setting to prepare stores to open safely and effectively. We have also increased ongoing training in recent years, 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 that allows us to continue developing programs for training and growth. We have invested in supporting our store managers through a 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. We continued to grow and invest in the Training Store Manager Program in 2023, building 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 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, along with 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 and 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 for 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 degree with financial support through a tuition reimbursement program.

Our compensation programs are 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.

In 2019, 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. Since its creation, the fund has provided over $1.7 million to associates for assistance.

Diversity, Equity and Inclusion

We are committed to promoting an inclusive culture and in 2020, we formed a Diversity, Equity and Inclusion department within the Company. We remain focused on advancing diversity in our recruitment, training, career mentorship and development, employment, branding and community service. We were named one of Newsweek’s America’s Most Responsible Companies for 2023 for our corporate responsibility and citizenship.

We continue to partner with external organizations to strengthen diversity in our communities and the eye care industry. A few of our key collaborations include the Optical Women’s Association, Black Eyecare Perspective and the Pennsylvania College of Optometry Summer Enrichment Program.

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CORPORATE GOVERNANCE MATTERS

Our Senior Vice President, Talent and Development; Diversity, Equity and Inclusion; Culture; and Philanthropy leads the administration of training and development activities and our Senior Vice President, Chief Medical Officer, in consultation with the independent practices, oversees training and development of the optometrists in our network. Our Board receives regular updates related to employee matters and succession planning.

Health and Safety

Our health and well-being efforts are built on a foundational commitment to the safety of our associates and the 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. In our retail locations, we support 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.

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Executive Compensation

Proposal 2—Advisory Vote to Approve the Compensation of our Named Executive Officers

		The Board recommends that you vote “FOR” Proposal 2.
		What Am I Voting on?				We are conducting a non-binding, advisory vote to approve the compensation of our named executive officers as described in this proxy statement, commonly referred to as “Say-on-Pay.”
		Vote Required				The proposal must be approved by a majority of votes cast at the Annual Meeting.

Background

As required pursuant to Section 14A of the Exchange Act, we are conducting a non-binding, advisory vote to approve the compensation of our named executive officers as described in the Compensation Discussion and Analysis section of this proxy statement. This vote is commonly referred to as “Say-on-Pay.” Our stockholders have previously voted to hold a Say-on-Pay vote every year, and our Board therefore determined to hold Say-on-Pay votes annually until the next required advisory vote on the frequency of future Say-on-Pay votes, which will occur at the Annual Meeting.

Although this vote is advisory in nature, the compensation committee takes very seriously its role in the governance of our 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.

In considering your vote, we encourage you to review the information about our compensation policies and decisions regarding our named executive officers presented under the heading “Compensation Discussion and Analysis,” and the compensation tables and narrative discussion under the heading “Executive Compensation.”

Proposed Resolution

The text of the resolution in respect of Proposal 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.”

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Executive Summary

		Named Executive Officer				Title
		L. Reade Fahs				Chief Executive Officer and Director
		Melissa Rasmussen				Senior Vice President, Chief Financial Officer
		Patrick R. Moore				Senior Vice President, Chief Operating Officer
		Jared Brandman				Senior Vice President, General Counsel and Secretary
		Bill Clark				Senior Vice President, Chief People Officer

2023 Business Highlights

2023 was a year in which we began to transform our business to better compete in today’s marketplace and adapt our business and cost structure. When we started, we set out to enhance the foundation for ongoing profitable growth and we have made progress, finishing the year with results above our expectations for the year. Certain of our financial results and operational highlights for fiscal 2023 are summarized below. NEO compensation for 2023 was paid or awarded in the context of these results.

•

Overall store count grew 4.4% to 1,413 stores

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Comparable store sales growth was 3.1%, and Adjusted Comparable Store Sales Growth was 2.9%

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Net revenue increased 6% over 2022 to $2,126.5 million

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Adjusted Operating Income of $72.3 million compared with $87.8 million in fiscal year 2022

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Adjusted Diluted EPS of $0.64 compared with $0.65 in fiscal year 2022

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We returned $25.0 million to stockholders through share repurchases

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Cash flows from operating activities were $173.0 million, compared to $119.2 million in fiscal year 2022

These financial highlights are reproduced from our Annual Report on Form 10-K for the fiscal year ended December 30, 2023.

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EXECUTIVE COMPENSATION

Key Features of our Compensation Program

		What We Do:				What We Don’t Do:
		✓ Pay for performance, with high percentages of performance-based and long-term equity compensation ✓ Grant performance stock units that vest based on the achievement of performance goals over a three-year performance period ✓ Award annual cash incentives based on performance against predefined performance metrics ✓ Maintain robust stock ownership guidelines for our NEOs and directors • Chief Executive Officer—6x annual base salary • Other NEOs—3x annual base salary • Directors—5x annual cash retainer ✓ Review our compensation programs and strategy annually with robust Board and committee oversight ✓ Hold an annual Say-on-Pay vote supported by a strong stockholder engagement strategy ✓ Require “Double-Trigger” vesting for change in control provisions ✓ Maintain an incentive compensation recovery (“clawback”) policy ✓ Retain an independent compensation consultant				✗ No excise tax gross-ups ✗ No hedging of the Company’s stock by NEOs or directors ✗ No supplemental executive retirement plans ✗ No option repricing without stockholder approval ✗ No significant perquisites for executive officers

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. 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 and help us achieve these goals. We strive to create the right balance of pay for performance and long-term value creation for our stockholders, while rewarding short-term success and motivating our leaders to execute against our strategic growth initiatives without taking unnecessary risks. We believe our current compensation programs strike this balance.

Compensation Objectives

Our executive compensation program supports the following objectives:

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Motivate executives to meet or exceed 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 executive compensation is composed of long-term equity incentive awards. Additionally, 50% of the long-term incentive awards granted to our NEOs is in the form of performance stock units directly tied to the Company’s financial performance.

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EXECUTIVE COMPENSATION

NEO Compensation Overview

Key Elements of 2023 Compensation

Compensation
Elements

Purpose

Characteristics

2023 Actions and
Results

Fixed Pay

Base Salary

Provide a competitive level of fixed pay to attract and retain talented and experienced executives

•

Based on individual role, skill set, market data, and internal pay equity

•

Base salaries are reviewed at least annually may be increased from time to time

•

In 2023, we did not increase the base salary of our CEO

•

We increased the base salaries of our other NEOs as further described under “Base Salaries” below

At-Risk Pay

Annual Cash Incentive Awards (“STIP” Awards)

Incentivize management to achieve our short-term strategic and financial objectives consistent with our long-term goals

•

Based on annual, quantitative financial performance objectives established by the compensation committee

•

STIP awards pay out between 0% and 200% of target based on Company performance against a corporate performance metric

•

In 2023, the compensation committee set Annual Incentive Adjusted Operating Income (“STIP AOI”) as the corporate performance metric for STIP awards

Based on STIP AOI performance of $95.8 million, the STIP funded at 157.89% of target

~~About~~Long-Term Incentive Awards

(“LTIP” Awards)

Align the ~~Meeting~~interests of our executives and ~~Voting~~stockholders

50% Restricted Stock Units (“RSUs”)

Facilitate stock ownership and retain talented executives

•

RSUs vest in three equal annual installments

50% Performance Stock Units (“PSUs”)

Reward long-term performance

•

Three-year performance period

•

Vest between 0% and 200% based on Company performance against qualitative performance objectives established by the compensation committee

•

PSUs granted in 2023 will vest based on:

—

Adjusted Operating Income (“AOI”)—75% weighting

—

Return on Invested Capital (“ROIC”)—25% weighting

In February 2024, the compensation committee certified the level of achievement for the PSUs granted in 2021, resulting in vesting at approximately, 67% of target based on three-year AOI and ROIC performance

Each of these elements is further described under the heading “Elements of Compensation” below.

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EXECUTIVE COMPENSATION

Pay for Performance Philosophy

Our executive compensation program reflects our commitment to pay for performance and long-term stockholder value creation by tying the majority of compensation for executives to performance-based metrics aligned to our growth strategy. Our program emphasizes at-risk, performance-based compensation in the form of annual cash incentive awards and long-term incentive awards comprised of 50% restricted stock units and 50% performance stock units. The chart below shows the 2023 target total direct compensation for our CEO, Mr. Fahs, and the average 2023 target total direct compensation for all other NEOs.

Our Annual Compensation-Setting Process

Consideration of Say-on-Pay Votes

We are pleased that our executive compensation program was supported by stockholders at our 2023 annual meeting with over 96.76% of votes cast in favor of the Say-on-Pay proposal. During 2023, we continued our stockholder engagement program and sought feedback from stockholders on a range of topics, including executive compensation. See “Corporate Governance Matters—Stockholder Engagement” for additional details.

In considering updates to our compensation programs, the compensation committee took into account the results of prior Say-on-Pay votes, feedback received from stockholders through our engagement program and the other factors discussed in more detail in “Our Annual Compensation-Setting Process” below, when. 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 for 2023.

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, and making recommendations to the Board regarding, executive compensation, including plan design and performance goals related to STIP and LTIP incentive awards

•

Making recommendations to the Board regarding the compensation of our CEO

•

Determining and approving the compensation of other executive officers, as recommended by our CEO and Chief People Officer

•

Administering our equity incentive plans

At the beginning of each performance cycle, the compensation committee or the Board of Directors, as applicable, approves the payment of STIP and LTIP awards, sets base salaries and approves performance goals and targets related to the STIP and LTIP programs for all executive officers.

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EXECUTIVE COMPENSATION

The independent directors are responsible for assessing the performance of our CEO, reviewing the compensation committee’s assessment of CEO performance and approving CEO compensation in consideration of the recommendation of the compensation committee. Our CEO does not attend any portion of the compensation committee meeting during which the committee deliberates on matters related specifically to his compensation.

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 and our Chief People Officer compile market data and information and makes recommendations to the compensation committee concerning the compensation of executive officers other than themselves, including base salary amounts and incentive compensation plans. Our CEO and CFO also provide input regarding annual performance goals for our executive compensation programs.

Role of the Compensation Consultant

In 2023, the compensation committee engaged Meridian Compensation Partners, LLC (“Meridian”) to assist the committee regarding various executive compensation matters. Meridian assisted 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 made recommendations consistent with the Company’s compensation philosophy, market trends, legal and regulatory considerations, and the Company’s overall business strategy. Meridian also provided the Company with market data as one point of consideration in making recommendations regarding executive compensation. The compensation committee reviewed Meridian’s independence procedures, along with the factors specified in the Nasdaq listing rules, and determined that Meridian was able to provide independent advice to the compensation committee without giving rise to any conflict of interest.

Peer Group

In setting the compensation of our executive officers, the compensation committee considers, among other factors, the compensation of similarly situated executives at companies in our peer group, including by reviewing publicly available proxy information and survey data of the peer companies listed below. The compensation committee did not target a specific percentile with respect to the peer group in determining our executives’ total compensation, nor did it establish a prescribed compensation mix. The compensation committee reviewed the peer group in September 2022 and removed The Container Store, and also added Acadia Healthcare Company and Cano Health, to the peer group for fiscal year 2023. The peer group that the compensation committee considered in setting 2023 compensation is set forth below:

Align Technology, Inc.
Caleres, Inc.
Columbia Sportswear Co.
Dentsply Sirona Inc.
Five Below, Inc.
Floor & Decor Holdings, Inc.
ICU Medical, Inc.
Acadia Healthcare Company

Merit Medical Systems, Inc.
Ollie’s Bargain Outlet Holdings, Inc.
Oxford Industries, Inc.
Surgery Partners Inc.
Cano Health
The Cooper Companies, Inc.
West Pharmaceutical Services, Inc.

We believe our peer group reflects a mix of companies in various industries that together appropriately represent the retail and health care aspects of our business and scope of operations, and are of a similar size as measured by annual revenue, market capitalization and number of employees.

In December 2023, the compensation committee reviewed the peer group and removed Floor & Decor Holdings, Inc. and added Fossil Group, Inc., Embecta Corp., Tandem Diabetes Care, Inc., and Warby Parker Inc. for fiscal year 2024.

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EXECUTIVE COMPENSATION

Compensation Elements

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 and, when taken together, are intended to achieve the compensation committee’s principal compensation objectives. When making decisions about each component of compensation for an executive officer, the impact on the value of target total direct compensation for the individual is considered. Additionally, when making current compensation decisions, the compensation committee does not consider existing equity ownership or realized compensation from prior equity awards because we do not want to discourage executive officers from holding significant amounts of our common stock and believe that if the value of equity awards granted in prior years increases significantly in future years, this positive development should not impact current compensation decisions.

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 compensation of similarly situated executives, both within the Company and at the companies in our peer group. Base salaries are reviewed at least annually and may be increased from time to time. In February 2023, the compensation committee approved adjustments to the base salaries of Ms. Rasmussen and Messrs. Moore, Brandman, and Clark to reflect the scope of each of their responsibilities in line with the growth of the Company and to align their base salaries to executive officers at peer group companies with a similar scope of responsibility. These increases took effect in July 2023. The compensation committee did not increase Mr. Fahs’ base salary for 2023.

Named Executive Officer	2022 Base Salary	Percentage Increase(1)	2023 Base Salary
L. Reade Fahs	$1,000,000	0%	$1,000,000
Melissa Rasmussen	$ 400,000	3.0%	$ 412,000
Patrick R. Moore	$ 600,000	3.0%	$ 618,000
Jared Brandman	$ 400,000	12.5%	$ 450,000
Bill Clark	$ 390,000	3.0%	$ 401,700

Annual Cash Incentive Awards

In fiscal year 2023, our executives were eligible for awards under our Short Term Incentive Plan (“STIP”), which is our annual cash incentive program. The primary purpose of the STIP is to incentivize management to achieve our short-term strategic and financial objectives consistent with our long-term goals. We believe that tying annual incentive compensation for our NEOs to the achievement of our annual financial and strategic growth objectives encourages collaboration across the executive leadership team.

In February 2023, the compensation committee approved the 2023 STIP design. STIP award payouts for 2023 were calculated as follows:

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EXECUTIVE COMPENSATION

For our NEOs, the compensation committee approved Annual Incentive Adjusted Operating Income (“STIP AOI”) as the corporate performance metric for determining STIP awards. The committee selected STIP AOI because Adjusted Operating Income is a key performance indicator that the Company considers when evaluating Company performance as a whole. The committee set performance goals for STIP AOI that it believed would be challenging but achievable under the then-current economic assumptions and conditions. A discussion of how STIP AOI is calculated from GAAP revenue is provided in Appendix A to this proxy statement.

The performance objectives approved by the compensation committee and actual results for 2023 were as follows:

($ in thousands)	STIP AOI			Achievement Factor(1)
Maximum		$	111.5	200%
Target		$	74.3	100%
Threshold(2)		$	70.6	50%
Actual		$	95.8	157.89%

(1)

Payouts were capped at 200% of target opportunity and achievement factor percentages between outcomes were interpolated on a straight-line basis.

(2)

Threshold performance was required to fund the STIP.

Each NEO’s target opportunity and actual 2023 STIP award, each as approved by the compensation committee is set forth in the table below.

Named Executive Officer	2023 Base Salary(1) ($)	Target Opportunity(2) (%)	Corporate Performance Earnout (%)	Achievement Factor(2) (%)	2023 STIP Award ($)
L. Reade Fahs	$1,000,000	100%	157.89%	157.89%	$1,578,900
Melissa Rasmussen	$ 412,000	60%	157.89%	94.73%	$ 390,304
Patrick R. Moore	$ 618,000	75%	157.89%	118.42%	$ 731,820
Jared Brandman	$ 450,000	60%	157.89%	94.73%	$ 426,303
Bill Clark	$ 401,700	60%	157.89%	94.73%	$ 380,546

(1)

Base salary as of July 2, 2023.

(2)

Expressed as a percentage of base salary.

Long-Term Incentive Awards

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. We refer to these awards as “LTIP” awards.

2023 LTIP Awards

In February 2023, as part of our annual compensation cycle, the compensation committee granted equity awards to our NEOs in the form of restricted stock units (“RSUs”) and performance stock units (“PSUs”), each representing 50% of the total target value of the 2023 LTIP awards for each NEO. This equity mix is consistent with our objective of emphasizing performance-based compensation and aligning the economic interests of our executive officers with those of our stockholders. The RSUs vest in equal installments on the first three anniversaries of the grant date, subject to continued employment on the vesting date. The PSUs may be earned based on our achievement measured against specified performance metrics over a three-year period as further described below under “Performance Stock Units.”

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EXECUTIVE COMPENSATION

The following table reflects the target grant value approved by the compensation committee and the number of RSUs and PSUs granted to each NEO in 2023.

Named Executive Officer	Target Grant Value ($)	Performance Stock Units (#)	Restricted Stock Units (#)
L. Reade Fahs	$6,000,000	134,469	134,469
Melissa Rasmussen	$ 875,000	19,611	19,611
Patrick R. Moore	$1,500,000	33,618	33,618
Jared Brandman	$ 850,000	19,050	19,050
Bill Clark	$ 850,000	19,050	19,050

Performance Stock Units

The PSUs granted in 2023 have a three-year performance period beginning on the first day of the 2023 fiscal year and ending on the last day of the fiscal year in 2025. PSU awards may be earned based on achievement of two performance metrics. The payout opportunity is 0% to 200% of the target number of PSUs granted.

Performance Metrics and Weighting

	Performance Metric	Weighting
~~Appendix A—Non-GAAP~~	Adjusted Operating Income	75%
	Return on Invested Capital	25%

Each of these performance metrics is measured separately for each fiscal year in the three-year performance period, and the compensation committee determines separate performance multipliers with respect to each metric for each such fiscal year. The average performance multiplier, calculated by taking the numeric average of the performance multipliers earned with respect to each fiscal year in the three-year performance period, will be used to calculate the number of units earned based on each metric.

The goals for each of these performance metrics were set by the compensation committee at the time of grant, with the performance conditions for the second and third years being based on achievement of goals relating to growth in AOI and ROIC. For each metric, the compensation committee believes that the goals set are appropriately challenging, yet reasonably attainable. Actual performance goals are not being disclosed before the end of the performance period because we believe such disclosure would be competitively harmful.

Vesting and Payout of 2021 PSU Awards

The PSUs granted in 2021, with a three-year performance period ended on December 30, 2023, vested and were payable in March 2024. The compensation committee certified the level of achievement for the 2021 PSUs based on the Company’s achievement over the three-year performance period of Adjusted Operating Income and ROIC as set forth below.

	2021		2022		2023		Three- year Average
($ in millions)	Actual	Performance Multiplier	Actual	Performance Multiplier	Actual	Performance Multiplier	Three- year Average
Adjusted Operating Income (75% Weighting)	$205.5	200%	$96.5	0%	$77.0	0%	66.67%
ROIC (25% Weighting)	23.7%	200%	15.6%	0%	13.2%	0%	66.67%
Payout Level							66.67%

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EXECUTIVE COMPENSATION

Upon vesting based on a level of achievement over the three-year performance period of 66.67% of the target award level, and subject to required tax withholding, our NEOs received shares of our common stock as follows:

		Named Executive Officer				Shares Vested
		L. Reade Fahs				20,078
		Melissa Rasmussen				1,279
		Patrick R. Moore				5,111
		Jared Brandman				2,556
		Bill Clark				2,556

Other Elements of Compensation

Perquisites and Other Benefits

We also provide executives, including our NEOs, with additional basic life insurance coverage and supplemental long-term disability and accidental death insurance. In addition, Mr. Fahs receives assistance 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.

Health and Welfare Benefits

We provide health and welfare benefits to our NEOs, which include medical, dental, life insurance, disability insurance and paid time off, on the same terms generally available to all salaried employees, subject to limitations under applicable law.

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 protections to our NEOs 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 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 covenants in the executive’s agreements with the Company pertaining to confidentiality, non-interference and invention assignment. The payments to which each NEO may be entitled under the Executive Severance Plan are further described under “Potential Payments upon Termination or Change in Control.”

Additional Compensation Policies

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

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EXECUTIVE COMPENSATION

and independent contractors 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 Mr. Clark and Ms. Rasmussen 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. Executive officers are required to hold shares having a market value equal to at least:

•

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 count toward these ownership requirements include shares owned outright, shares held in the Company’s 401(k) Plan or other retirement plan and RSUs (whether vested or unvested). As of December 30, 2023, Messrs. Fahs and Moore have met or exceeded their current ownership requirements and the remaining NEOs 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.

Securities Trading Policy; Hedging and Pledging

Clawback Policy

In October 2023, the compensation committee adopted the Incentive Compensation Recovery Policy (the “Clawback Policy”), which is compliant with SEC and Nasdaq requirements. Pursuant to the Clawback Policy, if the Company is required to prepare an accounting restatement due to material noncompliance with financial reporting requirements under the U.S. securities laws, then we will seek to recover reasonably promptly from any current or former executive officer any erroneously paid incentive-based compensation (including equity compensation) received during the three-year period preceding the date on which the accounting restatement was required to be made, regardless of whether the executive officer engaged in misconduct or otherwise caused or contributed to the requirement for the restatement. The amount to be recovered is the excess of the amount paid calculated by reference to the erroneous data, over the amount that would have been paid to the executive officer calculated using the corrected accounting statement data. This mandatory recoupment provision is subject to certain limited exceptions, as provided in the Clawback Policy and permitted under SEC and Nasdaq requirements.

In addition to the mandatory recoupment provision described above, the Clawback Policy also includes a discretionary recoupment provision, which allows the compensation committee to apply the Clawback Policy to additional employees and to recover additional amounts from an executive officer, former executive officer, or other covered employee if the compensation committee determines that incentive compensation was based on financial results or operating metrics that were satisfied as a result of such person’s fraud, willful misconduct or gross negligence, or such person engaged in any intentional misconduct that caused the Company financial or reputational harm. For purposes of these discretionary provisions, the term “intentional misconduct” means an intentional violation of law, an intentional violation of the

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Company’s Code of Conduct, or an intentional violation of a written ethics or compliance policy of the Company. The Clawback Policy is filed as an exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ended December 30, 2023.

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 any 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.

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 30, 2023, filed with the Securities and Exchange Commission.

Compensation Committee

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

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Executive Compensation Tables

Summary Compensation Table

The following table presents summary information about the total compensation earned by or paid to our NEOs for the fiscal years ended December 30, 2023, December 31, 2022, and January 1, 2022.

Name and Principal Position	Year		Salary ($)	Bonus ($)	Stock Awards(1)(2) ($)	Option Awards(3) ($)	Non-Equity Incentive Plan Compensation(4) ($)	All Other Compensation(5) ($)	Total ($)
L. Reade Fahs Chief Executive Officer		2023	1,000,000	—	6,000,007	—	1,578,900	38,531	8,617,438
		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
Melissa Rasmussen(6) Senior Vice President, Chief Financial Officer		2023	405,539	—	875,043	—	390,304	7,274	1,678,160
Patrick R. Moore Senior Vice President, Chief Operating Officer		2023	608,308	—	1,500,035	—	731,820	9,808	2,849,971
		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
Jared Brandman Senior Vice President, General Counsel and Secretary		2023	423,077	—	850,011	—	426,303	5,417	1,704,808
		2022	391,923	—	475,030	—	—	10,291	877,244
		2021	374,904	—	262,545	87,522	385,000	11,724	1,121,695
Bill Clark Senior Vice President, Chief People Officer		2023	395,400	—	850,011	—	380,546	7,367	1,633,324
		2022	374,115	—	475,030	—	—	8,256	857,401
		2021	357,471	—	262,545	87,522	360,500	8,522	1,076,560

(1)

Reflects the aggregate grant date fair value of the stock awards granted in the applicable year, computed in accordance with FASB ASC Topic 718. 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 is set forth in our Annual Report on Form 10-K in Note 6 to our Consolidated Financial Statements for the year ended December 30, 2023.

(2)

For 2023, amounts reflect the aggregate grant date fair value of performance stock units granted to Mr. Fahs ($3,000,003), Ms. Rasmussen ($437,521), Mr. Moore ($750,018), Mr. Brandman ($425,006) and Mr. Clark ($425,006) in 2023 at the target award level and restricted stock units. With respect to performance stock units, the value realized by each of them at the end of the three-year performance period will depend on the company’s achievement of Adjusted Operating Income and Return on Invested Capital over the performance period and will range from 0% to 200%. If the highest level of performance conditions is met, the grant date fair value of these awards would be as follows: Mr. Fahs ($6,000,007), Ms. Rasmussen ($875,043), Mr. Moore ($1,500,035), Mr. Brandman ($850,011) and Mr. Clark ($850,011).

(3)

Reflects 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 6 “Stock Incentive Plans” in our 2023 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.

(4)

These cash incentive payments were earned for the year listed and paid in the following year.

(5)

All Other Compensation for 2023 included:

Named Executive Officer	Employer 401(k) Matching Contributions(a) ($)	Life Insurance Premiums(b) ($)	Disability and AD&D Insurance Premiums(c) ($)	Other(d) ($)	Total ($)
L. Reade Fahs	15,000	480	920	22,131	38,531
Melissa Rasmussen	5,608	480	920	266	7,274
Patrick R. Moore	4,500	480	920	3,908	9,808
Jared Brandman	3,751	480	920	266	5,417
Bill Clark	5,701	480	920	266	7,367

(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.

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(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.

(d)

Reflects $4,765 for YPO membership, $17,100 for the cost of tax accounting services, and amounts below $500 for associate eyewear coupon and financial wellness program for Mr. Fahs; $3,641 for an Executive Physical and amounts below $500 for associate eyewear coupon, and financial wellness program for Mr. Moore, and amounts below $500 for associate eyewear coupon and financial wellness program for each of Ms. Rasmussen and Messrs. Brandman, and Clark.

(6)

Compensation for Ms. Rasmussen is provided only for 2023 because she was not an NEO for 2022 or 2021.

Grants of Plan-Based Awards in 2023

The following table sets forth information about the non-equity incentive awards and equity-based awards granted to our NEOs in the fiscal year ended December 30, 2023.

Named Executive Officer	Grant Date		Approval Date(1)		Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(2)			Estimated Future Payouts Under Equity Incentive Plan Awards(3)(4)			All Other Stock Awards: Number of Shares or Stock or Units(5) (#)	Grant Date Fair Value of Stock and Option Awards(6) ($)
Named Executive Officer	Grant Date		Approval Date(1)		Threshold ($)	Target ($)	Maximum ($)	Threshold (#)	Target (#)	Maximum (#)		Grant Date Fair Value of Stock and Option Awards(6) ($)
L. Reade Fahs					500,000	1,000,000	2,000,000
		3/3/2023		2/13/2023				67,235	134,469	268,938		3,000,003
		3/3/2023		2/13/2023							134,469	3,000,003
Melissa Rasmussen					123,600	247,200	494,400
		3/3/2023		2/13/2023				9,806	19,611	39,222		437,521
		3/3/2023		2/13/2023							19,611	437,521
Patrick R. Moore					231,750	463,500	927,000
		3/3/2023		2/13/2023				16,809	33,618	67,236	33,618	750,018
		3/3/2023		2/13/2023								750,018
Jared Brandman					135,000	270,000	540,000
		3/3/2023		2/13/2023				9,525	19,050	38,100		425,006
		3/3/2023		2/13/2023							19,050	425,006
Bill Clark					120,510	241,020	482,040
		3/3/2023		2/13/2023				9,525	19,050	38,100		425,006
		3/3/2023		2/13/2023							19,050	425,006

(1)

This column indicates if the date on which our compensation committee approved the award differs from the award grant date.

(2)

The amounts in this column represent the possible awards under the Short Term Incentive Plan. Actual payments under these awards were determined in February 2024, paid in March 2024, and are included in the Non-Equity Incentive Plan Compensation column of the 2023 Summary Compensation Table.

(3)

All of the awards reported in this table were made under the 2017 Omnibus Plan.

(4)

The performance stock units reported in this table at the target level have a three-year performance period. The number of shares issued at vesting will be determined as described above under “Compensation Discussion and Analysis—Elements of Compensation—Long-Term Incentive Awards—Performance Stock Units,” and will range from 0% to 200% of the target award.

(5)

One third of the restricted stock units reported in the table vest on the first three anniversaries of the grant date.

(6)

Reflects the grant date fair value of the restricted stock unit awards under FASB ASC Topic 718. Information about the assumptions used to value these awards is set forth in our Annual Report on Form 10-K in Note 6 to our Consolidated Financial Statements for the year ended December 30, 2023.

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Outstanding Equity Awards at December 30, 2023

		Option Awards				Stock Awards
Named Executive Officer	Grant Date	Number of Securities Underlying Unexercised Options Exercisable (#)	Number of Securities Underlying Unexercised Options Un-exercisable (#)	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)	Market Value of Shares or Units of Stock That Have Not Vested(1) ($)	Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested ($)
L. Reade Fahs	3/1/2019	54,114		35.19	3/1/2029
	2/28/2020	41,089		34.82	2/28/2030
	3/5/2021	19,790	9,895(2)	45.66	3/5/2031
	3/5/2021							30,114(3)	630,286
	3/5/2021					5,019(4)	105,048
	3/2/2022							21,326(5)	446,343
	3/2/2022					28,434(6)	595,124
	3/3/2023							268,938(7)	5,628,872
	3/3/2023					134,469(8)	2,814,436
Melissa Rasmussen	7/29/2019	4,586		31.73	7/29/2029
	2/28/2020	1,948		34.82	2/28/2030
	3/5/2021	1,260	630(2)	45.66	3/5/2031
	3/5/2021							1,917(3)	40,123
	3/5/2021					320(4)	6,698
	3/2/2022							2,297(5)	48,076
	3/2/2022					3,063(6)	64,109
	3/3/2023							39,222(7)	820,916
	3/3/2023					19,611(8)	410,458
Patrick R. Moore	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
	2/28/2020	18,262		34.82	2/28/2030
	3/5/2021	5,038	2,519(2)	45.66	3/5/2031
	3/5/2021							7,666(3)	160,449
	3/5/2021					1,278(4)	26,749
	3/2/2022							4,594(5)	96,142
	3/2/2022					6,125(6)	128,196
	10/5/2022					5,778(9)	120,934
	3/3/2023							67,236(7)	1,407,249
	3/3/2023					33,618(8)	703,625
Jared Brandman	8/14/2017	40,686		15.74	8/14/2027
	3/1/2019	8,791		35.19	3/1/2029
	2/28/2020	4,566		34.82	2/28/2030
	3/5/2021	2,519	1,260(2)	45.66	3/5/2031
	3/5/2021							3,833(3)	80,225
	3/5/2021					639(4)	13,374
	3/2/2022							3,117(5)	65,239
	3/2/2022					4,156(6)	86,985
	3/3/2023							38,100(7)	797,434
	3/3/2023					19,050(8)	398,717
Bill Clark	6/11/2019	23,630		28.48	6/11/2029
	2/28/2020	5,844		34.82	2/28/2030
	3/5/2021	2,519	1,260(2)	45.66	3/5/2031
	3/5/2021							3,833(3)	80,225
	3/5/2021					639(4)	13,374
	3/2/2022							3,117(5)	65,239
	3/2/2022					4,156(6)	86,985
	3/3/2023							38,100(7)	797,434
	3/3/2023					19,050(8)	398,717

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(1)

The amounts in this column were calculated by multiplying, $20.93 the closing market price of our common stock on December 29, 2023, the last trading day of the calendar year, by the number of unvested shares or units.

(2)

These stock options vested on March 5, 2024.

(3)

Represents the number of PSUs granted in 2021, which were earned upon the end of the performance period on December 30, 2023, but subject to continued employment, and were payable in March 2024 upon certification of results by the compensation committee. The PSUs were settled and paid in shares on March 5, 2024, and are thus no longer outstanding.

(4)

These RSUs vested on March 5, 2024.

(5)

For the PSUs granted in 2022, performance through December 30, 2023, was below the applicable threshold level and, in accordance with SEC rules, such units are included in this table at the threshold level.

(6)

Includes RSUs representing 33% of the original grant that vested on March 2, 2024, as follows: Mr. Fahs (14,217), Mr. Moore (3,062), Ms. Rasmussen (1,531), Mr. Brandman (2,078) and Mr. Clark (2,078). The remaining RSUs will vest on March 2, 2025.

(7)

For the PSUs granted in 2023, performance through December 30, 2023, was above the applicable target level and, in accordance with SEC rules, such units are included in this table at the maximum level.

(8)

Includes RSUs representing 33% of the original grant that vested on March 3, 2024, as follows: Mr. Fahs (44,823), Mr. Moore (11,206), Ms. Rasmussen (6,537), Mr. Brandman (6,350) and Mr. Clark (6,350). Half of the remaining RSUs will vest on each of March 3, 2025, and March 3, 2026.

(9)

Half of the remaining RSUs will vest on each of October 5, 2024, and October 5, 2025.

Option Exercises and Stock Vested in 2023

The following table provides information regarding options exercised by and restricted stock units or performance stock units vested for the NEOs during the fiscal year ended December 30, 2023.

Named Executive Officer	Option Awards		Restricted Stock Units and Performance Stock Units
Named Executive Officer	Number of Shares Acquired on Exercise (#)	Value Realized on Exercise ($)	Number of Shares Acquired on Vesting (#)	Value Realized on Vesting(1) ($)
L. Reade Fahs	—	—	59,568	1,438,030
Melissa Rasmussen	—	—	7,465	166,418
Patrick R. Moore	—	—	27,899	640,312
Jared Brandman	—	—	9,944	226,083
Bill Clark	—	—	11,200	257,239

(1)

The “Value Realized on Vesting” was calculated in accordance with Securities and Exchange Commission rules by multiplying the gross number of shares underlying the vested restricted stock units times the closing price of our common stock on the vesting date. The “Value Realized on Vesting” and “Number of Shares Acquired on Vesting” have not been reduced to account for any shares withheld by the company to satisfy the tax liability incident to the vesting of restricted stock units.

Potential Payments upon Termination or Change in Control

The following section describes the payments and benefits that may become payable to the NEOs in connection with their termination of employment and/or a change in control. All such payments and benefits will be paid or provided by us or National Vision, Inc.

Executive Severance Plan

The Executive Severance Plan provides for severance payments and benefits to eligible employees, 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, and both of which we refer to as a Qualifying Termination). In the event of a Qualifying Termination, the Executive Severance Plan provides, in addition to certain accrued obligations, for the following payments and benefits:

•

A lump-sum pro-rata bonus for the year of termination of employment, based on actual performance;

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•

An amount equal to the sum of the executive’s (x) annual base salary and (y) bonus based on target performance, which we refer to collectively as the “cash severance amount,” times the multiplier applicable to such executive, which is 2.0 for Mr. Fahs, 1.5 for Messrs. Moore and Brandman, and 1.0 for Mr. Clark and Ms. Rasmussen, payable over a period of 24 months for Mr. Fahs, 18 months for Messrs. Moore and Brandman, and 12 months for Mr. Clark and Ms. Rasmussen; and

•

Continued health insurance coverage at substantially the same level as provided immediately prior to the termination of employment, at the same cost as generally provided to our similarly situated active employees, which we refer to as the welfare benefit, for a period of 24 months for Mr. Fahs, 18 months for Messrs. Moore and Brandman, and 12 months for Mr. Clark and Ms. Rasmussen.

Upon a Qualifying Termination that occurs within the two-year period following a change in control (as defined in the Executive Severance Plan), the Executive Severance Plan provides, in addition to certain accrued obligations, for the following payments and benefits:

•

A lump-sum pro-rata bonus for the year of termination of employment, based on target performance;

•

The cash severance amount, times the multiplier applicable to such executive, which is 2.5 for Mr. Fahs, 2.0 for Messrs. Moore and Brandman, and 1.5 for Mr. Clark and Ms. Rasmussen, payable in a lump sum within 60 days following the covered termination;

•

Health and welfare benefits for a period of 30 months for Mr. Fahs, 24 months for Messrs. Moore and Brandman, and 18 months for Mr. Clark and Ms. Rasmussen; and

•

Payment of, or reimbursement for, up to $20,000 in outplacement services within the six-month period following termination of employment.

Any outstanding awards granted to NEOs under the Company’s equity plans will vest in accordance with the terms of the respective plan and the applicable award agreement, as detailed further below.

Payments and benefits under the Executive Severance Plan are subject to (i) the executive’s execution and non- revocation of a release of claims in favor of the Company and (ii) continued compliance with the executive’s confidentiality, non-interference and invention assignment obligations to the Company.

2020 and 2021 Options

Effect of Change in Control on Vesting. If a successor does not assume, convert, or replace the award in connection with the change in control (as defined in the 2017 Omnibus Plan), or upon a Qualifying Termination within the two-year period following a change in control, unvested time-based options would become immediately vested and exercisable. Vested and exercisable options will remain exercisable until the earlier of 90 days from the termination date or the expiration of the option period, as defined in the grant agreement.

Effect of Death or Disability on Vesting. Upon a termination of a NEO’s employment with the Company by reason of death or disability, unvested time-based options will become vested and exercisable. Vested and exercisable options will remain exercisable until the earlier of one year from the termination date or the expiration of the option period, as defined in the grant agreement.

Effect of Qualifying Termination or Retirement on Vesting. Upon a termination of a NEO’s employment with the Company without cause or by the executive for good reason (as defined in the 2017 Plan), or upon a NEO’s retirement (as defined in the option agreement), a pro rata portion of the options that would have vested on the next vesting date following the termination date would become immediately vested and exercisable. Vested and exercisable options will remain exercisable until the earlier of 90 days from the termination date or the expiration of the option period, as defined in the grant agreement.

Effect of Other Terminations of Employment. Except as set forth above with respect to the effect of death, disability, retirement or a Qualifying Termination on vesting of time-based options, unvested options will not become vested and exercisable following termination of employment with us for any reason and any option that is unvested as of the date of termination of employment will immediately expire. Vested and exercisable options will remain exercisable until the earlier of 90 days from the termination date or the expiration of the option period, as defined in the grant agreement.

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Performance Stock Units

Effect of Change in Control on Vesting. Upon a change in control (as defined in the 2017 Omnibus Plan), performance stock units will be converted into a number of restricted stock units equal to the greater of the target number of performance stock units or the number of performance stock units that would have been earned based on the actual performance as of the date of the change in control. If a successor does not assume, convert, or replace the award in connection with the change in control, or upon a Qualifying Termination within the two-year period following a change in control, the converted award will become fully vested.

Effect of Death or Disability on Vesting. Upon a termination of a NEO’s employment with the Company by reason of death or disability, the outstanding and unvested performance stock units will become vested assuming a payout at 100% of the target award.

Effect of Qualifying Termination on Vesting. Upon a Qualifying Termination of a NEO’s employment with the Company without cause or by the executive for good reason (as defined in the 2017 Omnibus Plan), subject to compliance with applicable restrictive covenants during the performance period, a pro rata portion of the performance stock units will remain outstanding and eligible to vest based on actual performance on the last day of the performance period.

Effect of Other Terminations of Employment. Except as set forth above with respect to the effect of death or disability or a Qualifying Termination on vesting of performance stock units, unvested performance stock units will not become vested following termination of employment with us for any reason, including retirement, and any performance stock units that are unvested as of the date of termination of employment will immediately be forfeited.

Restricted Stock Units

Effect of Death or Disability on Vesting. Upon a termination of a NEO’s employment with the Company by reason of death or disability, unvested restricted stock units will become vested.

Effect of Qualifying Termination or Retirement on Vesting. Upon a Qualifying Termination of a NEO’s employment with the Company without cause or by the executive for good reason (as defined in the 2017 Omnibus Plan), or upon a NEO’s retirement (as defined in the option agreement), a pro rata portion of the restricted stock units that would have vested on the next vesting date following the termination date will become vested.

Effect of Other Terminations of Employment. Except as set forth above with respect to the effect of death, disability, retirement or a Qualifying Termination on vesting of restricted stock units, unvested restricted stock units will not become vested following termination of employment with us for any reason and any restricted stock units that are unvested as of the date of termination of employment will immediately be forfeited.

Potential Payment upon Termination of Employment

The following table lists the payments and benefits that would have been triggered for each of our NEOs under the circumstances described below assuming that the applicable triggering event occurred on December 30, 2023. Consistent with SEC requirements, these estimated amounts have been calculated as if the NEO’s employment had been terminated as of December 30, 2023, the last day of fiscal 2023, and using the closing market price of our common stock on December 29, 2023, the last trading day in fiscal 2023 ($20.93 per share). For purposes of this section, we have assumed that (1) we do not exercise any discretion to accelerate the vesting of outstanding options in connection with a change in control, and (2) the value of any stock options that may be accelerated is equal to the full value of such awards (i.e., the full “spread” value for stock options as of December 30, 2023).

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Named Executive Officer	Severance Benefit(1) ($)	Continuation of Health Benefits(2) ($)	Stock Options(3) ($)	Performance Stock Units(4) ($)	Restricted Stock Units(5) ($)
L. Reade Fahs
Qualifying Termination of Employment	4,000,000	1,428	—	630,286	86,053
Qualifying Termination following Change in Control	5,020,000	1,786	—	2,156,784	3,514,607
Termination Upon Death or Disability			—	4,337,408	3,514,607
Retirement(6)			—		1,492,728
Melissa Rasmussen
Qualifying Termination of Employment	659,200	16,762	—	114,927	5,487
Qualifying Termination following Change in Control	1,008,800	25,143	—	178,853	481,264
Termination Upon Death or Disability			—	621,537	481,624
Retirement(6)			—
Patrick R. Moore
Qualifying Termination of Employment	1,622,250		—	160,449	21,912
Qualifying Termination following Change in Control	2,183,000		—	521,544	979,503
Termination Upon Death or Disability			—	1,056,358	979,503
Retirement(6)			—
Jared Brandman
Qualifying Termination of Employment	1,080,000	36,592	—	80,225	10,956
Qualifying Termination following Change in Control	1,460,000	48,790	—	299,149	499,076
Termination Upon Death or Disability			—	609,419	499,076
Retirement(6)			—
Bill Clark
Qualifying Termination of Employment	642,720	24,395	—	80,225	10,956
Qualifying Termination following Change in Control	984,080	36,592	—	299,149	499,076
Termination Upon Death or Disability			—	609,419	499,076
Retirement(6)			—

(1)

Amounts reported represent (i) upon a Qualifying Termination of employment (A) a lump-sum pro-rata bonus for the year of termination, based on actual performance and (B) the cash severance amount, times the multiplier applicable to such executive (2.0 for Mr. Fahs; 1.0 for Ms. Rasmussen; 1.5 for Messrs. Moore and Brandman; 1.0 for Mr. Clark) payable over 24 months (Mr. Fahs) 12 months (Ms. Rasmussen and Mr. Clark) and 18 months (Messrs. Moore and Brandman) and (ii) upon a Qualifying Termination of employment in the two-year period following a change in control (A) a lump-sum pro-rata bonus for the year of termination, based on target performance, (B) the cash severance amount, times the multiplier applicable to such executive (2.5 for Mr. Fahs; 1.5 for Ms. Rasmussen, 2.0 for Messrs. Moore and Brandman; 1.5 for Mr. Clark), in a lump sum and (C) payment of, or reimbursement for, up to $20,000 in outplacement services within the six-month period following termination of employment.

(2)

The amounts reported represent the cost of providing each applicable NEO with the welfare benefit (i) upon a Qualifying Termination of employment, for 24 months (Mr. Fahs), 12 months (Ms. Rasmussen), 18 months (Messrs. Moore and Brandman), and 12 months (Mr. Clark) and (ii) upon a Qualifying Termination of employment in the two-year period following a change in control, for 30 months (Mr. Fahs), 18 months (Ms. Rasmussen) 24 months (Messrs. Moore and Brandman), and 18 months (Mr. Clark).

(3)

The amounts reported represent accelerated vesting of unvested options upon a Qualifying Termination of employment, a Qualifying Termination of employment following a change in control, as a result of termination upon death or disability, and upon retirement, as applicable, and are based on the closing price of our common stock of $20.93 per share on December 29, 2023, the last trading day in fiscal 2023.

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EXECUTIVE COMPENSATION

(4)

The amounts reported represent vesting of PSUs upon a Qualifying Termination of employment, a Qualifying Termination of employment following a change in control, and as a result of termination upon death or disability, as applicable, and are based on the closing price of our common stock of $20.93 per share on December 29, 2023, the last trading day in fiscal 2023.

(5)

The amounts reported represent vesting of RSUs upon a Qualifying Termination of employment, a Qualifying Termination of employment following a change in control, as a result of termination upon death or disability, and upon retirement as applicable, and are based on the closing price of our common stock of $20.93 per share on December 29, 2023, the last trading day in fiscal 2023.

(6)

Retirement as used in the grant agreements means the participant’s voluntary resignation from employment, other than while grounds for Cause exist, when (1) (x) the participant’s age is at least (60) years old and (y) the participant’s number of years with the Company and its predecessors is at least (10) years or (2) the participants age is at least sixty-five (65)) years old.

Compensation Committee Interlocks and Insider Participation

During the fiscal year ended December 30, 2023, none of the members of our compensation committee has at any time been one of our executive officers or employees or, other than as noted herein and in the Transactions with Related Persons section above, had any relationship requiring disclosure by the Company. During the same period, none of our executive officers served as a member of the compensation committee (or other committee serving an equivalent function) or as a director of any other entity whose executive officers served on our Board or compensation committee.

Equity Compensation Plan Information

All numbers in the following table are as of December 30, 2023.

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	2,350,998	$28.18	10,103,801
Equity compensation plans not approved by security holders	—	—	—
Total	2,350,998	$28.18	10,103,801

(a)

Includes 193,012 shares issuable under the 2014 Stock Incentive Plan. The weighted-average exercise price of such options within this plan is $14.52. Includes 2,157,986 shares issuable under the 2017 Omnibus Incentive Plan. Included within the 2,157,986 shares are 642,708 shares that could be issued upon the vesting of PSU awards, assuming target level of achievement, other than for the 2021 PSU awards which have been incorporated here at their actual level of achievement. The weighted-average exercise price of such options within this plan is $33.97.

(b)

The weighted-average exercise price excludes shares in of common stock that may be issued upon the settlement of RSUs or PSUs.

(c)

Includes 8,810,258 shares that can be issued pursuant to future awards under the 2014 Stock Incentive Plan, 670,027 shares that can be issued pursuant to future awards under the 2017 Omnibus Incentive Plan and 623,516 shares that can be issued under our ASPP. Total does not include (i) 13,509 shares purchased during our ASPP offering period ended February 29, 2024, and (ii) 13,176 shares subject to purchase during our current ASPP offering period ending May 31, 2024, which are estimated based on the closing price of the Company’s common stock of $23.54 on March 1, 2024, the first day in the current ASPP offering period, including the 10% discount.

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EXECUTIVE COMPENSATION

CEO Pay Ratio

The Dodd-Frank Wall Street Reform Act and Consumer Protection Act of 2010 and the compensation disclosure rules of the SEC require the Company to disclose the ratio of the annual total compensation of Mr. Fahs, our CEO, to the median of the annual total compensation of the employees of the Company (other than our CEO) (the “CEO Pay Ratio”).

For fiscal 2023:

•

the median of the annual total compensation of all our employees (other than Mr. Fahs, our CEO), was $30,050; and

•

the annual total compensation of Mr. Fahs, our CEO, as reported in the Summary Compensation Table was $8,617,438.

Based on this information, the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all our employees was 287:1.

To determine this pay ratio, we identified our median employee using our employee population as of November 1, 2023, which consisted of approximately 14,137 full-time and part-time employees, with 100% of these individuals located in the United States. To identify our median employee, we used salary/wages and annual incentive/bonus from our payroll records in fiscal 2023 as our consistently applied compensation measure. In making this determination, we annualized the compensation of full-time and part-time employees who were hired or separated in fiscal 2023 but did not work for us for the entire fiscal year. This methodology of identifying the median employee was the same as the methodology we used in determining our pay ratio disclosure for fiscal 2022. After identifying our median employee, we calculated the median employee’s compensation for fiscal 2023 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K of the Exchange Act. Compensation amounts were determined from our human resources and payroll systems of record.

Our CEO Pay Ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. Due to the flexibility afforded by Item 402(u) in allowing companies to adopt a wide range of methodologies and to make reasonable estimates and assumptions that reflect their compensation practices to identify the median employee and calculate the CEO Pay Ratio, our CEO Pay Ratio may not be comparable to the CEO pay ratios reported by other companies.

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EXECUTIVE COMPENSATION

Pay Versus Performance

The Dodd-Frank Wall Street Reform Act and Consumer Protection Act of 2010 and the compensation disclosure rules of the SEC require us to disclose the following information regarding “compensation actually paid” to our NEOs and certain financial performance measures. The dollar amounts for “compensation actually paid” are calculated in accordance with Item 402(v) of Regulation S-K and do not necessarily reflect the actual amount of compensation earned by or paid to our NEOs in the applicable year. For information on our compensation policies and decisions regarding our named executive officers, including how we align executive compensation with Company performance, see “Compensation Discussion and Analysis.”

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) ($)
2023	8,617,438	6,870,250	1,966,566	1,596,276	63.23	151.91	(65,901)	72,321
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

(1)

The table below shows who were the Principal Executive Officer (“PEO”) and Non-PEO NEOs for the indicated year:

Year

PEO

Non-PEO NEOs

2023

L. Reade Fahs

Melissa Rasmussen, Patrick R. Moore, Jared Brandman, Bill Clark

2022

L. Reade Fahs

Patrick R. Moore, Jared Brandman, Bill Clark, Joseph VanDette, Roger Francis

2021

L. Reade Fahs

Patrick R. Moore, Roger Francis, Jared Brandman, Bill Clark

2020

L. Reade Fahs

Patrick R. Moore, Bill Clark, Jared Brandman, Joan Blackwood

(2)

Fair value or change in fair value, as applicable, of equity awards in the “Compensation Actually Paid” columns was determined by reference to (1) for stock options, the fair value calculated using the Black-Scholes-Merton option pricing model as of the applicable year-end or vesting date(s), determined based on the same methodology as used to determine grant date fair values but using the closing stock price on the applicable revaluation date as the current market price and the volatility, dividend rates, expected term and risk free interest rates determined as of the revaluation date, (2) for RSU awards, closing price on applicable year-end dates or, in the case of vesting dates, the actual vesting price, and (3) for PSU awards, the same valuation methodology as RSU awards above except year-end and vesting date values are multiplied by the probability of achievement as of each such date. The estimated probability of achievement of the 2019 PSUs, which were based on Adjusted EBITDA growth, was 117% at fiscal year end (“FYE”) 2019, 122% at FYE 2020, and 155% at FYE 2021, and the actual achievement at vesting in 2022 was 155%. The estimated probability of achievement of the 2020 PSUs, which were based on Adjusted EBITDA growth, was 108% at FYE 2020, 108% at FYE 2021, and 108% at FYE 2022, and the actual achievement at vesting in 2023 was 108%. The estimated probability of achievement of the 2021 PSUs which are based on growth in Adjusted Operating Income and ROIC, was 100% at FYE 2021, 67% at FYE 2022, 67% at FYE 2023, and the actual achievement at vesting in 2024 was 67%. The estimated probability of achievement of the 2022 PSUs, which are based on growth in Adjusted Operating Income and ROIC, was 33% at FYE 2022 and 33% at FYE 2023. The estimated probability of achievement of the 2023 PSUs, which are based on growth in Adjusted Operating Income and ROIC, was 133% at FYE 2023.

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EXECUTIVE COMPENSATION

(3)

As required by SEC rules, “compensation actually paid” to our PEO for the fiscal year ended December 30, 2023, reflect the following adjustments from Total Compensation reported in the Summary Compensation Table:

Total Reported in 2023 Summary Compensation Table (SCT)	$	8,617,438
Less, Value of Stock and Option Awards Reported in SCT		6,000,007
Plus, Fiscal Year-End Value of Awards Granted in Fiscal Year that are Unvested and Outstanding		6,566,924
Plus/Minus, Change in Fair Value of Prior Year Awards that are Unvested and Outstanding		(1,323,197)
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		(990,908)
Minus, Prior Fiscal Year-End Fair Value of Prior Year Awards that Failed to Vest this Year		—
Total Adjustments		(1,747,188)
“Compensation Actually Paid” for the fiscal year ended December 30, 2023	$	6,870,250

(4)

As required by SEC rules, “compensation actually paid” to our non-PEO NEOs for the fiscal year ended December 30, 2023, reflect the following adjustments from Total Compensation reported in the Summary Compensation Table:

Total Reported in 2023 Summary Compensation Table (SCT)	$	1,966,566
Less, Value of Stock and Option Awards Reported in SCT		(1,018,775)
Plus, Fiscal Year-End Value of Awards Granted in Fiscal Year that are Unvested and Outstanding		1,115,035
Plus/Minus, Change in Fair Value of Prior Year Awards that are Unvested and Outstanding		(223,356)
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		(243,194)
Minus, Prior Fiscal Year-End Fair Value of Prior Year Awards that Failed to Vest this Year		—
Minus, Forfeited Awards in Fiscal Year		—
Total Adjustments		(370,290)
“Compensation Actually Paid” for the fiscal year ended December 30, 2023	$	1,596,276

(5)

Company and Peer Group Total Shareholder Return for each year represents what the cumulative value of $100 would be, including the reinvestment of dividends, if such amount were invested on December 27, 2019. The peer group used for this purpose is the Nasdaq US Benchmark Retail Index, which is the same peer group as reflected in the Performance Graph included in our 2023 10-K pursuant to Item 201(e) of Regulation S-K.

(6)

Adjusted Operating Income is a non-GAAP measure that we define as net income, plus interest expense (income) and income tax provision (benefit), further adjusted to exclude stock compensation expense, loss on extinguishment of debt, asset impairment, litigation settlement, secondary offering expenses, management realignment expenses, long-term incentive plan expenses, amortization of acquisition intangibles, ERP implementation expenses and other expenses. For an explanation of our non-GAAP financial measures and a reconciliation of Adjusted Operating Income to the most directly comparable GAAP measures, see Appendix A to this proxy statement. We chose Adjusted Operating Income as our company selected measure because it was the most important financial performance measure used to link compensation actually paid to our PEO and Non-PEO NEOs to Company performance for the most recently completed fiscal year.

Financial Performance Measures

The table below lists our most important performance measures used to link “compensation actually paid” for our NEOs to Company performance during the fiscal year ending December 30, 2023. Adjusted Operating Income and ROIC were the performance metrics for our 2021 PSUs for which the performance period ended in 2023, and are also the performance metrics for our 2022 and 2023 PSUs. Annual Incentive Adjusted Operating Income is the performance metric for our STIP awards. The performance measures included in this table are not ranked by relative importance.

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

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EXECUTIVE COMPENSATION

Proposal 3—Advisory Vote on the Frequency of Future Say-on-Pay Votes

		The Board recommends that you vote “ONE YEAR” on the frequency of future Say-on Pay votes.
		What Am I Voting on?				We are conducting a non-binding, advisory vote to approve the frequency of future advisory votes to approve the compensation of our named executive officers, commonly referred to as “Say-on-Pay.”
		Vote Required				The proposal must be approved by a majority of votes cast at the Annual Meeting.

Background

The US federal securities law that requires each US public company to hold a Say-on-Pay advisory vote also requires that stockholders be asked to vote on the frequency of future Say-on-Pay votes. Pursuant to this requirement in Section 14A of the Securities Exchange Act of 1934, as amended, we are asking stockholders to vote on whether future Say-on-Pay votes, such as the one in Proposal 2 above, should occur every year, every two years, or every three years. This vote on the frequency of Say-on-Pay votes is advisory in nature and must be held at least once every six years. We have conducted annual Say-on-Pay votes annually since our initial public offering, but we welcome the opportunity to submit the three alternative frequencies to our stockholders for consideration.

Recommendation of the Board

The Board believes that an advisory Say-on-Pay vote every year should be continued as it will enable our stockholders to provide us with direct input on our compensation philosophy, policies and practices as disclosed in the proxy statement each year, leading to a more meaningful and coherent communication between the Company and our stockholders on the compensation of our NEOs. Additionally, an annual Say-on-Pay vote is consistent with our policy of seeking input from our stockholders on corporate governance matters and our executive compensation philosophy, policies and practices even though it is not required by applicable law. The Board’s determination was further based on the premise that this recommendation could be modified in future years if it becomes apparent that an annual frequency vote is not meaningful, is burdensome, or is more frequent than recommended by corporate governance best practices.

Based on the factors discussed, the Board recommends that future Say-on-Pay votes occur every year until the next advisory vote on the frequency of future Say-on-Pay votes. Stockholders are not being asked to approve or disapprove the Board’s recommendation, but rather will be able to specify one of four choices for this proposal on the proxy card: one year, two years, three years, or abstain.

How the Board Considers Stockholder Feedback

This advisory vote is non-binding on the Board, but the Board will give careful consideration to the voting results on this proposal and expects to be guided by the alternative that receives the greatest number of votes, even if that alternative does not receive a majority of the votes cast.

The next advisory vote on the frequency of future Say-on-Pay votes will occur at the 2030 annual meeting of stockholders.

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OWNERSHIP OF OUR SECURITIES

Ownership of Our Securities

Beneficial Ownership of National Vision Common Stock

The following table sets forth information with respect to the beneficial ownership of our common stock as of April 1, 2024, by each current director and director nominee, each NEO, all directors and executive officers as a group, and each individual or entity known by us to beneficially own more than 5% of our outstanding common stock based on our review of the reports regarding ownership filed with the Securities and Exchange Commission.

Name of Beneficial Owner(1)	Shares of Common Stock Beneficially Owned(2)	Percent of Class(3)
Greater than 5% Stockholders:
BlackRock, Inc.(4) 50 Hudson Yards New York, New York 10001	12,603,822	16.1%
William Blair Investment Management, LLC(5) 150 North Riverside Plaza Chicago, Illinois 60606	9,839,344	12.6%
The Vanguard Group(6) 100 Vanguard Boulevard Malvern, Pennsylvania 19355	8,882,529	11.4%
ClearBridge Investments, LLC(7) 620 8th Avenue New York, New York 10018	4,329,234	5.5%
ArrowMark Colorado Holdings, LLC(8) 100 Fillmore Street, Suite 325 Denver, Colorado 80206	4,004,799	5.1%
Named Executive Officers and Directors:
L. Reade Fahs(9)	1,101,415	1.4%
Melissa Rasmussen	29,731	*
Patrick R. Moore	223,902	*
Jared Brandman	93,089	*
Bill Clark	65,415	*
D. Randolph Peeler(10)	191,747	*
Jose Armario	12,005	*
Virginia A. Hepner	17,624	*
Susan S. Johnson	12,261	*
Naomi Kelman	12,580	*
Susan O’Farrell	—	*
Thomas V. Taylor, Jr.	25,556	*
David M. Tehle	26,466	*
All directors and current executive officers as a group (15 persons)	1,842,610	2.3%

(*)

Less than one percent.

(1)

Except as otherwise indicated, the address of each beneficial owner is c/o National Vision Holdings, Inc., 2435 Commerce Avenue, Bldg. 2200, Duluth, Georgia 30096.

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OWNERSHIP OF OUR SECURITIES

(2)

A person is a “beneficial owner” of a security if that person has or shares “voting power,” which includes the power to vote or to direct the voting of the security, or “investment power,” which includes the power to dispose of or to direct the disposition of the security or has the right to acquire such powers within 60 days. All information with respect to beneficial ownership is based upon filings made by the respective beneficial owners with the Securities and Exchange Commission or information provided to us by such beneficial owners. To our knowledge, unless otherwise noted in the footnotes to the following table, and subject to applicable community property laws, the persons named in the table have sole voting and investment power with respect to their beneficially owned common stock.

Includes shares underlying stock options that are exercisable currently or within 60 days as follows: Mr. Fahs (124,888); Mr. Moore (160,720); Ms. Rasmussen (8,424); Mr. Brandman (57,822); Mr. Clark (33,253) and all directors and executive officers as a group (390,974).

For all directors and executive officers as a group, includes 2,986 shares underlying restricted stock units that will vest within 60 days.

(3)

As of April 1, 2024, there were 78,557,722 shares of our common stock, par value $0.01 per share, outstanding. Percentages are calculated pursuant to Rule 13d-3(d) under the Exchange Act. Shares not outstanding that are subject to options exercisable by the holder thereof within 60 days, shares due upon vesting of restricted stock units within 60 days, and shares deferred pursuant to vested restricted stock units and shares eligible for issuance pursuant to the non-employee director deferred compensation plan that may be distributed within 60 days, are deemed outstanding for the purposes of calculating the number and percentage owned by such shareholder but not deemed outstanding for the purpose of calculating the percentage of any other person.

(4)

Based on a Schedule 13G filed by BlackRock, Inc. (“BlackRock”) with the SEC on January 22, 2024, which indicates that various persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, these securities. BlackRock reported that it has sole voting power with respect to 12,376,566 shares of common stock and sole dispositive power with respect to 12,603,822 shares of common stock.

(5)

Based on a Schedule 13G filed by William Blair Investment Management, LLC (“William Blair”) with the SEC on February 12, 2024, which indicates that various persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, these securities. William Blair reported that it has sole voting power with respect to 8,598,776 shares of common stock and sole dispositive power with respect to 9,839,344 shares of common stock.

(6)

Based on a Schedule 13G filed by The Vanguard Group (“Vanguard”) with the SEC on February 13, 2024, which indicates that various persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, these securities. Vanguard reported that it has shared voting power with respect to 57,172 shares of common stock, sole dispositive power with respect to 8,741,417 shares of common stock, and shared dispositive power with respect to 141,112 shares of common stock.

(7)

Based on a Schedule 13G filed by ClearBridge Investments, LLC (“ClearBridge”) with the SEC on February 2, 2024, which indicates that various persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, these securities. ClearBridge reported that it has sole voting power with respect to 4,328,380 shares of common stock and sole dispositive power with respect to 4,329,234 shares of common stock.

(8)

Based on a Schedule 13G/A filed by ArrowMark Colorado Holdings, LLC (“Arrowmark”) with the SEC on February 14, 2024, which indicates that various persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, these securities. ArrowMark reported that it has sole voting power with respect to 4,004,799 shares of common stock and sole dispositive power with respect to 4,004,799 shares of common stock.

(9)

Includes 363,430 shares held by the Fahs Family Trust.

(10)

Includes 148,880 shares held by The David Randolph Peeler Trust—2001.

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PROPOSAL 4—APPROVAL OF AMENDMENT AND RESTATEMENT OF THE 2017 OMNIBUS INCENTIVE PLAN

Proposal 4—Approval of Amendment and Restatement of the 2017 Omnibus Incentive Plan

		The Board recommends that you vote “FOR” Proposal 4.
		What Am I Voting on?				We are seeking stockholder approval to amend and restate our 2017 Omnibus Incentive Plan to increase the number of shares of the Company’s common stock reserved for issuance under the plan by an additional 5.6 million shares.
		Vote Required				The proposal must be approved by a majority of votes cast at the Annual Meeting.

Background

The Board is requesting that stockholders vote in favor of amending our 2017 Omnibus Incentive Plan (the “Equity Plan”) to increase the number of shares of the Company’s common stock reserved for issuance under the plan by an additional 5.6 million shares. We believe that our ability to continue offering equity incentive awards under the Equity Plan is critical to our ability to attract, retain and reward employees, non-employee directors and other persons providing services to the Company. If this proposal is approved, the amendment and restatement of the Equity Plan will become effective as of the date of stockholder approval, and the 5.6 million additional shares, minus the number of any shares subject to an equity award granted under the Equity Plan after the Record Date but prior to the date of stockholder approval, will be available for grant under the Equity Plan. If our stockholders do not approve this proposal, the amendment and restatement of the Equity Plan and the additional shares reserved for issuance will not take effect, and our Equity Plan will continue to be administered in its current form.

The Company has a long-standing practice of granting equity awards not only to its executives and directors, but also broadly among its employees. As of April 15, 2024, we had 13,228 full-time and part-time associates, all of whom are eligible to receive awards under the Equity Plan. Approximately 1.8% of eligible associates received an equity award in 2023. See “Eligible Participants” below for information on the individuals eligible to receive awards under the Equity Plan. The Equity Plan authorizes us to grant four types of equity awards: stock options, stock appreciation rights (“SARs”), restricted stock, and restricted stock units (“RSUs”). In practice, we have only granted time-based RSUs, performance-based RSUs (“performance stock units” or “PSUs”), restricted stock and stock options under the Equity Plan.

As of March 8, 2024, 271,683 shares remained available for grant under the Equity Plan. The Board believes that additional shares are necessary to meet the Company’s anticipated equity compensation needs. Following the proposed share increase, we expect that shares under the Equity Plan will last approximately five years, based on our average burn rate over the past three years. However, the actual duration of this share reserve will depend upon a number of currently unknown factors such as changes in employee headcount, award type mix, future forfeitures and cancellations of awards, competitive market practices and our stock price.

Increasing the Number of Shares Reserved for Issuance under the Equity Plan

Shares Available for Future Awards

The following table summarizes the number of shares subject to outstanding awards and that would be authorized for issuance as of March 8, 2024, under the Equity Plan, if this proposal is approved. In addition to the Equity Plan, there are outstanding awards under our 2014 Stock Incentive Plan for Key Employees of National Vision Holdings, Inc. and its Subsidiaries. As of April 15, 2024, the Equity Plan and the National

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PROPOSAL 4—APPROVAL OF AMENDMENT AND RESTATEMENT OF THE 2017 OMNIBUS INCENTIVE PLAN

Vision Holdings, Inc. 2018 Associate Stock Purchase Plan (“ASPP”) are our only active equity plans, and no future grants may be made under the 2014 Stock Incentive Plan.

Share Reservation under the Equity Plan	63
~~Appendix B—Proposed Amendments to the Certificate~~Outstanding awards as of ~~Incorporation Eliminating Classified Board~~March 8, 2024(1)	69	2,463,183
~~Appendix C—Proposed Amendments to the Certificate of Incorporation Eliminating Supermajority Voting Standards and Other Obsolete Provisions~~Outstanding Options/SARs(2)		644,443
Outstanding RSUs and PSUs		1,818,740
Shares available for new grants as of March 8, 2024, under the Equity Plan(1)		271,683
Total number of shares issuable as of March 8, 2024 (outstanding awards plus potential new grants)		2,734,866
Additional shares requested under this proposal		5,600,000
Total shares authorized for issuance as of March 8, 2024(3) (if this proposal is approved)		8,334,866

(1)

This number assumes that PSUs outstanding as of March 8, 2024, will convert at 100% of their target amount upon vesting. PSUs are granted at a target share amount and can convert into shares of our common stock anywhere from 0% to 200% of that target amount upon vesting, depending on achieving specified performance criteria. For more information on PSUs, see “Executive Compensation—Executive Compensation Tables—Grants of Plan-Based Awards in 2023.”

(2)

The weighted average exercise price is $38.83. The weighted average remaining term is 5.84 years.

(3)

The shares available for new grants under the Equity Plan may increase due to cancellations and expirations and decrease due to new grants between March 8, 2024, and the effective date of the Equity Plan amendment and restatement.

Reasons to Vote for the Proposal

Long-Term Equity is a Key Component of our Compensation Program

Our equity incentive program is designed to enable us to attract, retain and reward our employees, non-employee directors, consultants and advisors. The Board also believes that equity compensation is essential to link executive compensation with long-term stockholder value creation. Equity compensation represents a significant portion of the compensation package for our key employees, including a significant portion of the total compensation of our NEOs. Our equity awards generally vest over three years, and the value ultimately realized from these awards depends on the value of our shares at the time of vesting or the performance of the Company against pre-defined financial objectives. We strongly believe that granting equity awards motivates employees to think and act like owners, rewarding them when value is created for stockholders.

We Manage our Equity Incentive Program Thoughtfully

We manage our long-term stockholder dilution by closely managing the number of equity awards granted annually and regularly engaging with our compensation consultant. We grant what we believe is an appropriate amount of equity necessary to attract, reward and retain employees. Our three-year average burn rate, which we define as the number of shares subject to equity awards granted under the Equity Plan in a fiscal year divided by the weighted average shares outstanding for that fiscal year, was 0.99% for fiscal years 2021 through 2023.

Our equity plan dilution rate (or overhang) as of March 8, 2024, was 3.48% (calculated by dividing (1) the number of shares subject to awards outstanding plus the number of shares remaining available for issuance, by (2) the total number of common shares outstanding. If shareholders approve our share request, the issuance of 5.6 million additional shares would increase our dilution rate by 7.13% to 10.61%.

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The Equity Plan Incorporates Good Compensation and Governance Practices

	No Liberal Share Recycling			Shares used to pay the exercise price or withholding taxes for an outstanding award, unissued shares resulting from the net settlement of outstanding SARs, and shares purchased by us in the open market using the proceeds of option exercises do not become available for issuance as future awards.
	No Evergreen Provision			The Equity Plan does not contain an “evergreen” feature that automatically replenishes the shares available for future grants under the plan.
	No Repricing Without Stockholder Approval			The Equity Plan prohibits the repricing, cash-out or other exchange of underwater stock options and stock appreciation rights without prior stockholder approval.
	Clawback Policy			Any incentive awards granted under the Equity Plan, and any cash or property delivered pursuant to incentive awards, are subject to forfeiture, recovery, or other action by the Company as necessary for compliance with any Company policy or as required by law. See “Compensation Discussion and Analysis—Additional Compensation Policies—Clawback Policy.”
	Double-Trigger			In the event of a change in control, accelerated vesting of awards under the Equity Plan requires both a change of control and a qualifying termination of employment.
	Administered by 100% Independent Compensation Committee			The Equity Plan is administered by the compensation committee of the Board, which is comprised entirely of independent non-employee directors.
	No Automatic Grants			The Equity Plan does not provide for automatic grants to any participant.
	No Tax Gross-Ups			The Equity Plan does not provide for any tax gross-ups.
	One-Year Minimum Vesting Period			In addition to increasing the share reserve, the amended and restated Equity Plan incorporates a one-year minimum vesting period such that no portion of any award granted under the Equity Plan may vest before the one-year anniversary of the date of grant, subject to certain exceptions, as discussed in further detail below. The foregoing is subject to a 5% carve-out and does not restrict the compensation committee’s ability to provide for accelerated vesting upon a participant’s death or disability, or in connection with a change in control.
	Annual limits on non-employee director awards			The Equity Plan limits the value of equity that may be granted under non-employee director awards each fiscal year.

Summary of the Equity Plan

The Equity Plan was initially adopted by the Board and approved by stockholders in October 2017 in connection with the Company’s initial public offering. Please note that the following summary of major features of the amended and restated Equity Plan is qualified in its entirety by reference to the actual text of the amended and restated Equity Plan, which is included as Appendix B to this proxy statement.

Purpose

The compensation committee and the Board believe that it is in the best interests of the Company and its stockholders to provide, through the Equity Plan, a comprehensive equity incentive program designed to enable the Company to attract, retain and reward employees, non-employee directors, consultants

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and advisors providing services to the Company. The Board also believes that equity compensation is essential to link executive compensation with long-term stockholder value creation. Equity compensation represents a significant portion of the compensation package for our key employees. We strongly believe that granting equity awards motivates employees to think and act like owners, rewarding them when value is created for stockholders.

Administration

The compensation committee, which consists solely of independent directors, has the exclusive authority to administer the Equity Plan. The Equity Plan grants broad authority to the plan administrator to do all things necessary or desirable, in its sole discretion, in connection with the administration of the Equity Plan, including the power to determine eligibility, the types and sizes of awards, the price and timing of awards, the acceleration or waiver of any vesting restriction and the authority to delegate such administrative responsibilities. To the extent permitted by applicable law, the compensation committee may delegate to a committee of one or more of our directors or one or more of our officers the authority to grant or amend awards to participants other than non-employee directors and our executives who are subject to Section 16 of the Exchange Act. Pursuant to this provision, our compensation committee’s current practice is to delegate to our Chief Executive Officer, in his capacity as a Board member, the authority to determine and make a limited number of individual grants to our employees who are not subject to Section 16 of the Exchange Act.

Eligible Participants

All of our full-time and part-time employees of the Company or any subsidiary of the Company, and our non-employee directors, are eligible to receive awards under the Equity Plan, as are consultants and advisors to the Company or any subsidiary of the Company who may be offered securities under a registration statement on Form S-8. As of April 15, 2024, we had 13,228 full-time and part-time associates and eight non-employee directors, all of whom are eligible to receive awards under the Equity Plan. The Company’s current practice is to not grant equity awards to our Optometrists or consultants.

Authorized Shares

Under the Equity Plan, four million shares were originally authorized for issuance. We are asking our stockholders to approve an additional 5.6 million shares to be available for issuance under the Equity Plan, which will increase the aggregate number of shares authorized under the Equity Plan to 9.6 million. As of March 8, 2024, we had approximately 271,683 shares available for issuance under the Equity Plan. Based solely on the closing price of the Company’s common stock, as reported on the Nasdaq on March 8, 2024, which was $23.81 per share, the maximum aggregate market value of the 271,683 shares that could be issued under the Equity Plan is $6,468,772.

Share Recycling

To the extent an award expires or is canceled, forfeited or terminated without issuing the full number of shares subject to the award, the unissued shares will again be available for grant under the Equity Plan. Shares will be deemed to have been issued in settlement of awards if the fair market value equivalent of such shares is paid in cash in connection with the settlement, provided that no shares will be deemed to have been issued upon settlement of a SAR or RSU that provides for settlement only in cash, or in respect of a cash-based incentive award. Shares used to pay the exercise price or withholding taxes for an outstanding award, unissued shares resulting from the net settlement of outstanding SARs that by their terms may settle in shares, and shares purchased by us in the open market using the proceeds of option exercises do not become available for issuance as future awards.

Limitation on Non-Employee Director Compensation

Pursuant to the Equity Plan, the maximum number of shares subject to awards granted during a single fiscal year to any non-employee director, taken together with any cash fees paid to such non-employee director during the fiscal year, may not exceed $500,000 in total value (calculating the value of any such awards based on the grant date fair value of such Awards for financial reporting purposes).

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Award Types

The Equity Plan authorizes us to grant four types of equity awards: stock options, stock appreciation rights, restricted stock, and restricted stock units. In practice, we currently use the Equity Plan to grant time-based RSUs and PSUs. See “Compensation Discussion and Analysis—Compensation Elements” for a discussion of these award types.

Stock Options

Stock options, including incentive stock options as defined under Section 422 of the Code and non-qualified stock options, may be granted pursuant to the Equity Plan. The option exercise price of all stock options granted pursuant to the Equity Plan will not be less than 100% of the fair market value of a share on the date of grant. Stock options may be exercised as determined by the compensation committee, but in no event may a stock option have a term extending beyond ten years from the date of grant. Notwithstanding the foregoing, incentive stock options granted to any person who owns, as of the date of grant, stock possessing more than ten percent of the total combined voting power of all classes of our stock will have an exercise price that is not less than 110% of the fair market value of a share on the date of grant and may not have a term extending beyond the fifth anniversary of the date of grant. The aggregate fair market value of a share with respect to which options intended to be incentive stock options are exercisable for the first time by an employee in any calendar year may not exceed $100,000 or such other amount as the Code provides. The compensation committee has the authority to determine the methods by which an option holder may pay the exercise price of an option or the related taxes, including, without limitation: (1) in cash or its equivalent at the time the stock option is exercised; (2) in shares having a fair market value equal to the aggregate exercise price for the shares being purchased and satisfying any requirements that may be imposed by the committee (provided that such shares have been held by the participant for at least six months or such other period established by the committee to avoid adverse accounting treatment); or (3) by such other method as the committee may permit in its sole discretion, including, without limitation, (A) in other property having a fair market value on the date of exercise equal to the purchase price, (B) if there is a public market for the shares at such time, through the delivery of irrevocable instructions to a broker to sell the shares being acquired upon the exercise of the stock option and to deliver to us the amount of the proceeds of such sale equal to the aggregate exercise price for the shares being purchased or (C) through a “net exercise” procedure effected by withholding the minimum number of shares needed to pay the exercise price. Any fractional shares of common stock will be settled in cash. No participant who is a member of the Board or an “executive officer” of the Company within the meaning of Section 13(k) of the Exchange Act will be permitted to pay the exercise price of an option in any method which would violate the prohibitions on loans made or arranged by us as set forth in Section 13(k) of the Exchange Act.

Stock Appreciation Rights

SARs may be granted pursuant to the Equity Plan. The strike price of all SARs granted pursuant to the Equity Plan will not be less than 100% of the fair market value of a share on the date of grant. SARs may be exercised as determined by the compensation committee.

Restricted Stock Awards

Restricted stock may be granted pursuant to the Equity Plan. A restricted stock award is the grant of shares at a price, if any, determined by the compensation committee, that is nontransferable and may be subject to substantial risk of forfeiture until specific conditions are met. During the period of restriction, participants holding shares of restricted stock may have full voting and dividend rights with respect to such shares; provided, however, that any dividends will be subject to the same vesting conditions as the underlying shares of restricted stock. The restrictions will lapse in accordance with a schedule or other conditions determined by the compensation committee.

Restricted Stock Units

RSUs may be granted pursuant to the Equity Plan. An RSU award provides for the issuance of common stock at a future date upon the satisfaction of specific performance conditions as set forth in the applicable award agreement (commonly referred to as PSUs) and/or subject to continuing employment as set

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forth in the applicable award agreement. The vesting and maturity dates will be established at the time of grant and may provide for the deferral of receipt of the common stock beyond the vesting date. On or following the maturity date, we will transfer to the participant one unrestricted, fully transferable share of common stock for each RSU scheduled to be paid out and not previously forfeited (subject to applicable tax withholding requirements), or, in the sole discretion of the committee, cash.

Other Equity-Based Awards

Other equity-based awards may be granted under the Equity Plan in the compensation committee’s sole discretion so long as they are payable by delivery of common stock and/or measured by reference to the value of common stock, evidenced by an award agreement, and subject to conditions not inconsistent with the Equity Plan.

Cash-Based Incentive Awards

Cash-based incentive awards may be granted pursuant to the Equity Plan. Cash-based incentive awards are cash awards payable upon the attainment of performance goals that are pre-established and then evaluated by the compensation committee and may relate to performance over any periods as determined by the committee.

Dividends

The compensation committee in its sole discretion may provide part of an award with dividends or dividend equivalents, on such terms and conditions as may be determined by the committee in its sole discretion. Unless otherwise provided in the award agreement, any dividend payable in respect of any share of restricted stock that remains subject to vesting conditions at the time of payment of such dividend will be retained by the Company and remain subject to the same vesting conditions as the share of restricted stock to which the dividend relates.

Transferability

Awards granted under the Equity Plan are transferable only by will or the laws of descent and distribution, or to certain permitted transferees to the extent otherwise determined by the compensation committee. Permitted transferees, other than for incentive stock options, generally include a participant’s family members, any trust established solely for the benefit of a participant or such participant’s family members, any partnership or limited liability company of which a participant, or such participant and such participant’s family members, are the sole member(s), and a beneficiary to whom donations are eligible to be treated as “charitable contributions” for tax purposes.

Prohibition on Repricing

The compensation committee may not, without stockholder approval, (i) reduce the exercise price of any option or the strike price of any SAR; (ii) cancel any outstanding option or SAR and replace it with a new option or SAR with a lower exercise price or strike price, as the case may be, or other award or cash payment that is greater than the intrinsic value (if any) of the cancelled option or SAR; or (iii) take any other action which is considered a “repricing” for purposes of the Nasdaq stockholder approval rules.

Minimum Vesting

Except in the case of shares issued in lieu of vested cash awards and substitute awards granted in a business combination, no portion of any equity-based award granted under the Equity Plan will vest before the one-year anniversary of the date of grant, except where vesting occurs due to a participant’s death or disability, or solely in connection with a change in control or with respect to awards which in aggregate to do exceed 5% of the total number of shares available under the Equity Plan. For awards issued to non-employee directors, the minimum vesting period may be the approximately one-year period between annual meetings.

Awards Subject to Clawback

Any incentive awards granted under the Equity Plan, and any cash or property delivered pursuant to incentive awards, are subject to reduction, cancellation, forfeiture or recoupment to the extent necessary

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to comply with any clawback, forfeiture or other similar policy adopted by our board of directors or the Committee and as in effect from time to time or as required by law.

Adjustments

In the event of (1) a stock dividend, recapitalization, stock split, combination of shares, extraordinary dividend of cash or assets, reorganization, or exchange of our common stock, or any similar equity restructuring transaction (as that term is used in FASB ASC Topic 718) affecting our common stock, or (2) unusual or nonrecurring events affecting the Company, including changes in applicable rules, rulings, regulations or other requirements, that the committee determines, in its sole discretion, could result in substantial dilution or enlargement of the rights intended to be granted to, or available for, participants, the committee will equitably adjust: the number and kind of shares available for grant under the Equity Plan; the number and kind of shares subject to the various limitations set forth in the Equity Plan and subject to outstanding awards under the Equity Plan; and the exercise or settlement price of outstanding stock options and of other awards.

Change in Control

A “change in control” generally means a transaction in which any person or group acquires more than 50% of our voting securities, a change in a majority of the Board over a one-year period that is not approved by at least two-thirds of the incumbent Board members, a sale or other disposition of all or substantially all of our assets, a merger or consolidation in which we are not the surviving corporation or a reverse merger in which we are the surviving corporation but the shares of our stock outstanding immediately preceding the merger are converted by virtue of the merger into other property or the Company’s stockholders approval of a liquidation or dissolution of the Company.

Outstanding awards do not automatically terminate in the event of a change in control. In the event of a change in control, the surviving corporation or acquiring corporation does not either assume or continue outstanding awards or substitute similar awards, the compensation committee may provide for full acceleration of the vesting, exercisability or lapse of restrictions on such awards. The unexercised portion of outstanding awards may terminate upon the change in control. If a change in control occurs during a performance period with respect to an outstanding award that vests based on performance goals or other performance-based objectives, the performance period of the award will end as of the date of the change in control and the performance goals will be deemed to have been satisfied at the actual level of performance as of the date of the change in control, as determined by the compensation committee as constituted immediately prior to the change in control, without proration, and such award, to the extent deemed earned by the compensation committee, will continue to be subject to time-based vesting following the change in control in accordance with the original vesting schedule; provided, however, that if the awards are not converted, assumed or replaced by a successor entity, then immediately prior to the change in control, such award will become fully vested, as described in the paragraph above.

Termination or Amendment

The Equity Plan will automatically terminate ten years from the most recent approval of the Equity Plan by the Company’s stockholders, unless terminated at an earlier time by the Board. The compensation committee may terminate or amend the Equity Plan at any time, subject to stockholder approval for any amendment (i) to the extent necessary to comply with any applicable law, regulation, or stock exchange rule, (ii) to increase the number of shares available under the Equity Plan, (iii) to materially modify the requirements for participation in the Equity Plan, or (iv) to amend the repricing provisions in the Equity Plan. No termination or amendment of the Equity Plan may adversely affect in any material respect any Award previously granted pursuant to the Equity Plan without the consent of the participant, holder or beneficiary.

Summary of U.S. Federal Income Tax Consequences

The following is a general summary under current law of the material federal income tax consequences to participants in the Equity Plan under U.S. law. This summary deals with the general tax principles that apply and is provided only for general information. Certain types of taxes, such as state and local income taxes and taxes imposed by jurisdictions outside the U.S., are not discussed. Tax laws are complex and

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subject to change and may vary depending on individual circumstances and from locality to locality. The summary does not discuss all aspects of income taxation that may be relevant to a participant in light of his or her personal investment circumstances. This summarized tax information is not tax advice.

Incentive Stock Options

An option granted as an “incentive stock option,” or ISO, under Section 422 of the Code may qualify for special tax treatment. The Code requires that, for treatment of an option as an ISO, common stock acquired through the exercise of the option cannot be disposed of before the later of: (i) two years from the date of grant of the option or (ii) one year from the date of exercise. Holders of ISOs will generally incur no federal income tax liability at the time of grant or upon exercise of those options. However, the option “spread value” at the time of exercise will be an “item of tax preference,” which may give rise to “alternative minimum tax” liability for the taxable year in which the exercise occurs. If the holder does not dispose of the shares before two years following the date of grant and one year following the date of exercise, the difference between the exercise price and the amount realized upon disposition of the shares will constitute long-term capital gain or loss, as applicable. Assuming both holding periods are satisfied, we will not be allowed a deduction for federal income tax purposes in connection with the grant or exercise of the ISO. If, within two years following the date of grant or within one year following the date of exercise, the holder of shares acquired through the exercise of an ISO disposes of those shares, with certain exceptions, the holder will generally realize ordinary income at the time of such disposition equal to the difference between the exercise price and the fair market value of a share on the date of exercise and that amount will generally be deductible by us for federal income tax purposes, subject to the possible limitations on deductibility under Sections 280G and 162(m) of the Code for compensation paid to executives designated in those Sections. Any additional gain or loss recognized upon a subsequent sale or exchange of the shares is treated as capital gain or loss, as applicable, for which we are not entitled to a deduction. Finally, if an otherwise qualified ISO first becomes exercisable in any one year for shares having an aggregate value in excess of $100,000 (based on the grant date value), the portion of the ISO in respect of those excess shares will be treated as a non-qualified stock option for federal income tax purposes.

Non-qualified Stock Options

In general, in the case of a non-qualified stock option, the holder has no federal income tax liability at the time of grant but realizes ordinary income upon exercise of the option in an amount equal to the excess, if any, of the fair market value of the shares acquired upon exercise over the exercise price. We will be able to deduct this same amount for federal income tax purposes, but such deduction may be limited under Sections 280G and 162(m) of the Code for compensation paid to certain executives designated in those Sections. Any gain or loss recognized upon a subsequent sale or exchange of the shares is treated as capital gain or loss, as applicable, for which we are not entitled to a deduction.

Stock Appreciation Rights

No federal income tax liability will be realized by a holder upon the grant of a stock appreciation right, or SAR. Upon the exercise of a SAR, the holder will recognize ordinary income in an amount equal to the fair market value of the shares of stock or cash payment received in respect of the SAR. We will be able to deduct this same amount for federal income tax purposes, but such deduction may be limited under Sections 280G and 162(m) of the Code for compensation paid to certain executives designated in those Sections. Any gain or loss recognized upon a subsequent sale or exchange of the shares is treated as capital gain or loss, as applicable, for which we are not entitled to a deduction.

Restricted Stock

A holder will not have any federal income tax liability upon the grant of an award of restricted stock unless the holder otherwise elects to be taxed at the time of grant pursuant to Section 83(b) of the Code. On the date an award of restricted stock becomes transferable or is no longer subject to a substantial risk of forfeiture, the holder will have ordinary income equal to the difference between the fair market value of the shares on that date over the amount the holder paid for such shares, if any, unless the holder made an election under Section 83(b) of the Code to be taxed at the time of grant. If the holder makes

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an election under Section 83(b) of the Code, the holder will have ordinary income at the time of grant equal to the difference between the fair market value of the shares on the date of grant over the amount the holder paid for such shares, if any. Any future appreciation in the common stock will be taxable to the holder at capital gains rates. However, if the restricted stock award is later forfeited, the holder will not be able to recover the tax previously paid pursuant to his Section 83(b) election. We will be able to deduct, at the same time as it is recognized by the holder, the amount of ordinary income to the holder for federal income tax purposes, but such deduction may be limited under Sections 280G and 162(m) of the Code for compensation paid to certain executives designated in those Sections. Special rules apply to the receipt and disposition of restricted stock received by officers and directors who are subject to Section 16(b) of the Exchange Act.

Restricted Stock Units

A holder will not have any federal income tax liability at the time a restricted stock unit is granted. Rather, upon the delivery of shares (or cash) pursuant to a restricted stock unit award, the holder will have ordinary income equal to the fair market value of the number of shares (or the amount of cash) the holder actually receives with respect to the award. We will be able to deduct the amount of ordinary income to the holder for federal income tax purposes, but the deduction may be limited under Sections 280G and 162(m) of the Code for ordinary income paid to certain executives designated in those Sections. Any gain or loss recognized upon a subsequent sale or exchange of the stock (if settled in stock) is treated as capital gain or loss for which we are not entitled to a deduction.

Stock Bonus Awards

A holder will have ordinary income equal to the difference between the fair market value of the shares on the date the common stock subject to the award is transferred to the holder over the amount the holder paid for such shares, if any. We will be able to deduct, at the same time as it is recognized by the holder, the amount of ordinary income to the holder for federal income tax purposes, but such deduction may be limited under Sections 280G and 162(m) of the Code for compensation paid to certain executives designated in those Sections. Any gain or loss recognized upon a subsequent sale or exchange of the stock is treated as capital gain or loss for which we are not entitled to a deduction.

Other Stock-Based Awards

A holder will have ordinary income equal to the difference between the fair market value of the shares on the date the common stock subject to another stock-based award is transferred to the holder over the amount the holder paid for such shares, if any. We will be able to deduct, at the same time as it is recognized by the holder, the amount of ordinary income to the holder for federal income tax purposes, but such deduction may be limited under Sections 280G and 162(m) of the Code for compensation paid to certain executives designated in those Sections. Any gain or loss recognized upon a subsequent sale or exchange of the stock is treated as capital gain or loss for which we are not entitled to a deduction.

Code Section 409A

The Equity Plan permits the grant of various types of awards, which may or may not be exempt from Code Section 409A. If an award is subject to Section 409A, and if the requirements of Section 409A are not met, the taxable events as described above could apply earlier than described and could result in the imposition of additional taxes and penalties. Restricted stock awards, stock options, and SARs granted under the Plan, are generally designed to be exempt from the application of Code Section 409A. RSUs and PSUs granted under the Plan may be subject to Section 409A unless they are designed to satisfy the short-term deferral exemption from such law.

New Plan Benefits; Market Value of Securities

The compensation committee has the discretion to grant awards under the Equity Plan, and the compensation committee has not determined future awards or who might receive them. Accordingly, the benefits that will be granted or paid under the amended and restated Equity Plan are not currently determinable. However, each non-employee director is expected to receive an annual RSU grant on the

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date of the 2024 Annual Meeting with a target value of approximately $140,000. Non-employee directors may also elect to receive RSUs in lieu of their cash fees.

As of April 15, 2024, the closing price of a share of our common stock was $19.22.

Awards Granted under the Equity Plan

Pursuant to SEC rules, the following table lists the number of PSUs (at target), RSUs, and stock options granted under the Equity Plan since its inception and through March 8, 2024 (whether or not outstanding, vested, or forfeited, as applicable).

Name of Individual or Group	Stock Options	RSAs	RSUs	PSUs
2023 NEOs
L. Reade Fahs	149,888	—	293,294	366,619
Melissa Rasmussen	11,691	—	36,934	42,497
Patrick R. Moore	139,360	—	83,725	97,894
Jared Brandman	17,136	—	39,617	47,847
Bill Clark	33,253	—	39,589	56,499
All current executive officers as a group	361,370	—	671,409	689,733
All current non-employee directors as a group	—	48,218	87,074	—
Associates of any such directors, executive officers or nominees	297,531	—	1,195,903	307,923
Other persons who received or is to receive 5% of such options or rights	149,888	—	293,294	366,619
All employees as a group (excluding executive officers)	11,691	—	36,934	42,497

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AUDIT COMMITTEE MATTERS

Audit Committee Matters

Proposal 5—Ratification of the Appointment of Deloitte & Touche LLP as our Independent Registered Public Accounting Firm for 2024

		The Board recommends that you vote “FOR” Proposal 5.
		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 2024.
		Vote Required				The proposal must be approved by a majority of votes cast at the Annual Meeting.

Background

The audit committee has sole authority and direct responsibility to appoint, hire, evaluate and, if appropriate, replace the Company’s independent registered public accounting firm. The audit committee has selected Deloitte & Touche LLP (“Deloitte”) to serve as our independent registered public accounting firm for fiscal 2024.

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 accounting firm. In connection with the committee’s assessment, Deloitte makes an annual presentation to the audit committee regarding the services it provides, and our chief financial officer provides the committee with his assessment of the firm’s performance. In addition, when evaluating whether to continue to retain Deloitte, the audit committee assesses the factors described in “Audit Committee Report” below. Based on this evaluation, the audit committee believes the continued retention of Deloitte is in the best interests of the Company and its stockholders.

One or more representatives of Deloitte are expected to be present at the Annual Meeting, will be available to respond to appropriate questions from stockholders and will have an opportunity to make a statement if desired.

Reason for the Proposal

Although ratification is not required by our Bylaws or otherwise, the Board is submitting its selection to our stockholders for ratification as a matter of good corporate governance and because we value our stockholders’ views on the Company’s independent registered public accounting firm.

If our stockholders fail to ratify the selection, it will be considered as notice to the Board and the audit committee to consider the selection of a different firm. Even if the selection is ratified, the audit committee, in its discretion, may select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and its stockholders.

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Audit and Non-Audit Fees

The following table presents the aggregate fees billed for professional services rendered by our independent registered public accounting firm, Deloitte & Touche LLP during the 2023 and 2022 fiscal years.

	Fiscal Year 2023	Fiscal Year 2022
Audit fees(1)	$2,421,344	$2,102,346
Audit-related fees(2)	—	—
Tax fees(3)	—	—
All other fees	—	—
Total	$2,421,344	$2,102,346

(1)

Includes the aggregate fees for professional services rendered for the audit of the Company’s annual financial statements and the quarterly reviews of its financial statements, and assistance with documents filed with the SEC.

(2)

Includes any aggregate fees for professional services performed in connection with the issuance of comfort letters.

(3)

Includes any aggregate fees for professional services rendered for tax compliance, and tax consultation and planning.

Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services

Consistent with SEC policies regarding auditor independence and the audit committee’s charter, the audit committee has responsibility for engaging, setting compensation for and reviewing the performance of the independent registered public accounting firm. In exercising this responsibility, the audit committee has adopted policies and procedures relating to the approval of all audit and non-audit services that are to be performed by our independent registered public accounting firm and pre-approves all audit and permitted non-audit services provided by any independent registered public accounting firm prior to each engagement. The audit committee, prior to such engagement, pre-approves independent public accounting firm services within each category and the fees of each category are budgeted. During the year, circumstances may arise when it may become necessary to engage the independent registered public accounting firm for additional services not contemplated in the original pre-approval categories. In those instances, the audit committee requires specific pre-approval before engaging the independent registered public accounting firm.

Report of the Audit Committee

The audit committee operates pursuant to a charter which is reviewed annually by the audit committee. Additionally, a brief description of the primary responsibilities of the audit committee is included in this proxy statement under “Corporate Governance Matters—Board Committees—Audit Committee.” Under the audit committee charter, our management is responsible for the preparation, presentation and integrity of our financial statements, the application of accounting and financial reporting principles and our internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. The independent registered public accounting firm is responsible for auditing our financial statements and expressing an opinion as to their conformity with accounting principles generally accepted in the United States of America.

In the performance of its oversight function, the audit committee reviewed and discussed the audited financial statements of the Company with management and with the independent registered public accounting firm. The audit committee also discussed with the independent registered public accounting firm the matters required to be discussed by Public Company Accounting Oversight Board Auditing Standard No. 1301 “Communications with Audit Committees.” In addition, the audit committee received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm’s communications with the audit committee concerning independence, and discussed with the independent registered public accounting firm their independence.

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IMPORTANT INFORMATION ABOUT VOTING AT THE ANNUAL MEETING

Important Information About Voting at the Annual Meeting

Proposals to be Voted on and Voting Recommendations

There are five proposals scheduled to be voted on at the Annual Meeting. These proposals and our Board’s voting recommendations are set forth below. If you sign and submit your proxy card without voting instructions, your shares will be voted in accordance with the recommendation of the Board with respect to the proposals and in accordance with the discretion of the holders of the proxy with respect to any other matters that may be voted upon.

Company Proposals

Board Vote
Recommendation

For Further
Details

Proposal 1:

Election of the eight director nominees listed in this proxy statement.

FOR
all nominees

Page 718

Proposal 2:

Advisory vote to approve the compensation of our named executive officers (“Say-on-Pay”).

FOR

Page 30

Proposal 3:

Advisory vote on the frequency of future Say-on-Pay votes.

ONE YEAR

Page 55

Proposal 4:

Approval of amendment and restatement of the 2017 Omnibus Incentive Plan.

FOR

Page 58

Proposal 5:

Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2024.

FOR

Page 68

Other Business

The Board of Directors does not know of any other matters to be brought before the meeting. If other matters are properly presented, the proxy holders have discretionary authority to vote all proxies in accordance with their best judgment.

Who Can Vote

The Board of Directors has fixed the close of business on April 15, 2024, as the record date for determining the stockholders entitled to notice of, to attend and to vote at the Annual Meeting. As of the record date, there were 78,560,994 shares of common stock outstanding and entitled to vote, with no other classes of stock outstanding. All of these shares are to be voted as a single class and you are entitled to one vote for each share of common stock held by you as of the Record Date, including shares:

•

Held directly in your name as “stockholder of record” (also referred to as “registered stockholder”);

•

Held for you in an account with a broker, bank or other nominee. For more information, see “How to Vote if a Bank, Broker, or Other Nominee is the Record Holder of Your Stock” below.

•

Held for you by us as restricted securities under either our 2014 Stock Plan or our 2017 Omnibus Incentive Plan.

Quorum

In order for there to be a vote on any matter at the Annual Meeting, there must be a quorum. In order to have a quorum, the holders of record of a majority of the voting power of the issued and outstanding shares of capital stock entitled to vote at the Annual Meeting must be present in person or represented by proxy. Abstentions and “broker non-votes” are counted as present for purposes of determining a quorum. If we fail to obtain a quorum at the 2023 Annual Meeting, the chair of the 2023 Annual Meeting

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or the holders of a majority of the shares of stock entitled to vote, present online or by proxy, may adjourn the meeting to another place, date, or time.

Vote Required

Under our Bylaws, directors are elected by a majority of the votes cast in respect of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote on the election of directors (meaning that for Proposal 1, the number of shares voted “FOR” a nominee must exceed the number of shares voted “AGAINST” such nominee). There is no cumulative voting.

For Proposals 2, 4 and 5, under our Bylaws, approval of the proposal requires the vote of the holders of a majority of the voting power of the shares of stock present in person or represented by proxy at the Annual Meeting and entitled to vote on such proposal. For Proposal 3, the option that receives the highest number of votes will be considered the frequency that has been selected by stockholders. While Proposal 2, the vote on executive compensation, and Proposal 3, the vote on the frequency of the vote on executive compensation, are advisory in nature and non-binding, the Board will review the voting results and intends to take them into consideration when making future decisions regarding executive compensation and the frequency of the vote on executive compensation.

Voting in Advance of the Annual Meeting

If you are the record holder of your stock, you may submit your proxy to vote in advance of the Annual Meeting via the Internet, by telephone, or by mail.

	By Internet			• Go to the website www.investorvote.com/EYE and follow the instructions, 24 hours a day, seven days a week. • You will need the 16-digit number included on your proxy card to obtain your records and to create an electronic voting instruction form.
	By Telephone			• From a touch-tone telephone, dial 1-800-652-VOTE (8683) and follow the recorded instructions, 24 hours a day, seven days a week. • You will need the 16-digit number included on your proxy card in order to vote by telephone.
	By Mail			• Mark your selections on the proxy card. • Date and sign your name exactly as it appears on your proxy card. • Mail the proxy card in the enclosed postage-paid envelope provided to you.

Internet and telephone voting will close at 11:59 p.m., Eastern Time, on June 11, 2024. Proxy cards with respect to shares held of record must be received no later than June 11, 2024.

Voting During the Annual Meeting

If you are a stockholder of record or a beneficial owner of shares held through a broker, bank or other nominee, you may vote in-person during the Annual Meeting. If you are a stockholder of record and prefer to vote your shares at the Annual Meeting, you must bring proof of identification along with your proof of ownership. If you are a beneficial owner of shares held through a broker, bank or other nominee, you may only vote shares at the Annual Meeting if you bring a signed proxy from the record holder (broker, bank or other nominee) giving you the right to vote the shares, as well as proof of identification and proof of ownership. Even if you plan to attend the Annual Meeting, we encourage you to vote in advance by Internet, telephone or mail so that your vote will be counted even if you later decide not to attend the Annual Meeting.

How to Vote if a Bank, Broker, or Other Nominee is the Record Holder of Your Stock

If a bank, broker or other nominee was the record holder of your stock on the record date, you will be able to instruct your bank, broker, or other nominee on how to vote by following the instructions on the

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voting instruction form or notice that you receive from your bank, broker or other nominee. In most instances, you will be able to do this over the Internet, by telephone or by mail.

Broker Voting and Broker Non-Votes

A broker non-vote occurs when shares held through a broker are not voted with respect to a proposal because (1) the broker has not received voting instructions from the stockholder who beneficially owns the shares and (2) the broker lacks the authority to vote the shares at its discretion. Proposal Nos. 1, 2, 3 and 4 are considered non-routine matters, and a broker will lack the authority to vote uninstructed shares at their discretion on such proposals. Proposal 5 is considered a routine matter, and a broker will be permitted to exercise its discretion to vote uninstructed shares on this proposal.

How to Change or Revoke Your Proxy

Whether you have voted by Internet, telephone or mail, if you are a stockholder of record, you may change your vote and revoke your proxy by:

•

sending a written statement to that effect to our Secretary, provided such statement is received no later than June 11, 2024;

•

voting by Internet or telephone at a later time than your previous vote and before the closing of those voting facilities at 11:59 p.m., Eastern Time, on June 11, 2024;

•

submitting a properly signed proxy card, which has a later date than your previous vote, and that is received no later than June 11, 2024; or

•

attending the Annual Meeting in-person and voting during the meeting.

If you hold your shares through a broker, please refer to information from your bank, broker or other nominee on how to revoke or submit new voting instructions.

How Votes are Counted

Representatives of Computershare Trust Company, N.A., our transfer agent, will tabulate the votes and act as inspectors of election.

With respect to the election of directors (Proposal 1), you may vote “FOR,” “AGAINST” or “ABSTAIN with respect to the nominees. Votes that are abstentions will not count as a vote “FOR” or “AGAINST” a director because directors are elected by majority voting. Broker non-votes will have no effect on the outcome of Proposal 1.

With respect to the advisory vote to approve the compensation of our named executive officers (Proposal 2), approval of the amendment to the 2017 Omnibus Incentive Plan (Proposal 4), and the approval of the ratification of our independent registered public accounting firm (Proposal 5) you may vote “FOR,” “AGAINST” or “ABSTAIN.” For each of Proposals 2 and 4, abstentions will have the effect of a vote “AGAINST” the proposal. For Proposal 2, broker non-votes will have no effect on the outcome of the proposal.

With respect as to the frequency of a non-binding advisory vote to approve the compensation paid to our named executive officers (Proposal 3), you may vote “ONE YEAR,” “TWO YEARS.”, “THREE YEARS” or “ABSTAIN.” Abstentions and broker non-votes are not considered votes cast for any frequency.

Proxies

L. Reade Fahs, Chief Executive Officer; Melissa Rasmussen, Chief Financial Officer; and Jared Brandman, General Counsel and Secretary, have been selected by the Board as proxy holders and will vote shares represented by valid proxies. All shares represented by valid proxies received and not revoked before they are exercised will be voted in the manner specified in the proxies.

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OTHER INFORMATION FOR STOCKHOLDERS

Other Information for Stockholders

Attending the Annual Meeting

The Annual Meeting will be held at 1:00 p.m., Eastern Time, on June 12, 2024, at National Vision’s headquarters at 2435 Commerce Avenue, Building 2200, Duluth, Georgia, 30096.

In order to be admitted to the meeting, you will need to present a form of personal identification, and either your Proxy Card or proof of your ownership of National Vision stock on the Record Date. If your shares are held beneficially in the name of a bank, broker or other holder of record and you wish to be admitted to the Annual Meeting, you must present proof of your ownership of National Vision stock, such as a bank or brokerage account statement. No cameras, recording equipment, electronic devices, large bags, briefcases or packages will be permitted in the Annual Meeting.

During the Annual Meeting, you may vote and submit questions by following the instructions provided at the meeting. We will endeavor to answer as many questions submitted by stockholders as time permits. We reserve the right to exclude questions regarding topics that are not pertinent to meeting matters or Company business or are inappropriate. Additional information regarding the rules of conduct for the Annual Meeting and other materials, including our list of stockholders, will be available on-site during the Annual Meeting. Our list of stockholders will be accessible for ten days prior to the Annual Meeting at National Vision’s headquarters at 2435 Commerce Avenue, Building 2200, Duluth, Georgia, 30096.

Even if you plan to attend and participate in person at the Annual Meeting, we encourage you to vote your shares in advance using one of the methods described in this proxy statement to ensure your vote will be represented.

Stockholder Proposals for the 2025 Annual Meeting

If any stockholder wishes to propose a matter for consideration at our 2025 Annual Meeting of Stockholders, the proposal should be mailed by certified mail return receipt requested, to our Secretary, National Vision Holdings, Inc., 2435 Commerce Avenue, Building 2200, Duluth, Georgia 30096. To be eligible under the SEC’s stockholder proposal rule (Rule 14a-8(e) of the Exchange Act) for inclusion in our proxy statement for the 2025 Annual Meeting, a proposal must be received by our Secretary on or before December 26, 2024. Failure to deliver a proposal in accordance with this procedure may result in it not being deemed timely received.

In addition, our Bylaws permit stockholders to nominate candidates for director and present other business for consideration at our Annual Meeting of Stockholders. To make a director nomination or present other business for consideration at the 2025 Annual Meeting, you must submit a timely notice in accordance with the procedures described in our Bylaws. To be timely, a stockholder’s notice must be delivered to the Secretary at the principal executive offices of our Company not less than 90 days nor more than 120 days prior to the first anniversary of the preceding year’s Annual Meeting. Therefore, to be presented at our 2025 Annual Meeting, such a proposal must be received on or after February 12, 2025, but not later than March 14, 2025. In the event that the date of the 2025 Annual Meeting is advanced by more than 30 days, or delayed by more than 70 days, from the anniversary date of this year’s Annual Meeting of Stockholders, notice by the stockholder to be timely must be so delivered not earlier than the 120th day prior to the 2025 Annual Meeting and not later than the close of business on the later of the 90th day prior to the 2025 Annual Meeting or the tenth day following the day on which public announcement of the date of the 2025 Annual Meeting is first made. Any such proposal will be considered timely only if it is otherwise in compliance with the requirements set forth in our Bylaws. Notwithstanding the foregoing, if the number of directors to be elected to the Board of Directors at the 2025 Annual Meeting is increased and there is no public announcement by the Company naming all of the nominees for director or specifying the size of the increased Board of Directors at least 100 calendar days prior to the first anniversary of the 2024 Annual Meeting (i.e. prior to March 4, 2025), then notice by a stockholder shall be considered timely, but only with respect to nominees for any new positions created by such increase, if it is received by the Secretary not later than the close of business on the 10th calendar day following the day on which such public announcement is first made by the Company. Any

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OTHER INFORMATION FOR STOCKHOLDERS

such proposal will be considered timely only if it is otherwise in compliance with the requirements set forth in our Bylaws. In order for stockholders to give timely notice of nominations for directors for inclusion on a universal proxy card in connection with the 2025 Annual Meeting, notice must be submitted by the same deadline as disclosed above under the advance notice provisions of our Bylaws and must include the information in the notice required by our Bylaws and by Rule 14a-19(b)(2) and Rule 14a-19(b)(3) under the Exchange Act.

Householding of Proxy Materials

SEC rules permit companies and intermediaries such as brokers to satisfy delivery requirements for proxy statements and notices with respect to two or more stockholders sharing the same address by delivering a single proxy statement or a single notice addressed to those stockholders. This process, which is commonly referred to as “householding,” provides cost savings for companies and helps the environment by conserving natural resources. Some brokers household proxy materials, delivering a single proxy statement or notice to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that they will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate proxy statement or notice, or if your household is receiving multiple copies of these documents and you wish to request that future deliveries be limited to a single copy, please notify your broker. You can also request in writing or orally prompt delivery of a separate copy of this proxy statement and our Annual Report on Form 10-K for the fiscal year ended December 30, 2023 by contacting the Secretary, National Vision Holdings, Inc., 2435 Commerce Avenue, Building 2200, Duluth, Georgia 30096 or by telephone at (770) 822-3600.

Solicitation of Proxies

We will pay the cost of soliciting proxies. Proxies may be solicited on our behalf by directors, officers or employees of the Company (for no additional compensation) in person or by telephone, electronic transmission and facsimile transmission. We have also retained Alliance Advisors, LLC to aid in the solicitation of proxies for an estimated fee of $25,000 plus expenses. Brokers and other nominees will be requested to solicit proxies or authorizations from beneficial owners and will be reimbursed for their reasonable expenses.

Important Notice Regarding the Availability of Proxy Materials

We have delivered these proxy materials to you in connection with the solicitation by the Board of Directors of National Vision Holdings, Inc. of proxies to be voted at our Annual Meeting of Stockholders to be held on June 12, 2024, and at any postponements or adjournments of the Annual Meeting.

This Proxy Statement and our Annual Report on Form 10-K for the year ended December 30, 2023 are available free of charge at www.edocumentview.com/EYE.

Our website contains our Certificate of Incorporation, Bylaws, Corporate Governance Guidelines, Committee Charters, Code of Conduct and our filings with the SEC. To view these documents, go to www.nationalvision.com and click on “Investors.” Copies of our Annual Report on Form 10-K for the year ended December 30, 2023 are also available without charge to stockholders upon written request addressed to:

Secretary
2435 Commerce Avenue
Building 2200
Duluth, Georgia 30096

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Forward-Looking Statements

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

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 ~~below in the “Risk Factors Summary,”~~ in Part I. Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended ~~January 2, 2021 (the “2020 10-K”)~~December 30, 2023, and those described from time to time in our future reports filed with the SEC.

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L~~etter to Stockholders~~

~~Dear Stockholders:~~

We are pleased to invite you to attend the National Vision Holdings, Inc. 2021 Annual Meeting of Stockholders on Tuesday, June 8, 2021, at 1:00 p.m., Eastern Time. Due to the continued concerns related to the coronavirus (COVID-19) pandemic, this year we will be holding a virtual Annual Meeting, as described further below.

~~Year In Review~~

2020 was a year like none other in our Company’s history—filled with uncertainty and unprecedented challenges on a global scale. National Vision has been resilient in difficult times, including economic crises, and we are proud of the actions we took in order to navigate the pandemic. Last March, as we realized the significance of COVID-19, we placed the highest priority on the health and safety of our associates, doctors, patients and customers as well as the local communities we operate in by temporarily closing our stores to the public in order to implement enhanced safety protocols. Our management team and our Board of Directors also acted swiftly to preserve cash, implement certain operational and cost-cutting initiatives, and proactively took steps to strengthen our liquidity position. Most importantly, our associates and doctors met every challenge that came their way in 2020 and we are grateful for their hard work and dedication. Despite the extraordinary circumstances in 2020, we delivered double-digit growth in the second half of the year, as well as an increase in our overall store count by 4.7%, ending the year with 1,205 stores. We believe 2020 was ultimately successful and we are well positioned to capitalize on future opportunities.

~~Our Commitment to Corporate Responsibility~~

We have a strong mission-focused culture where we believe everyone deserves to see their best to live their best. We are striving to build upon this culture and approach environmental, social and governance (ESG) topics, which we refer to as Corporate Responsibility, from a broad perspective. In 2020, we published our first Impact Report, focusing on our philanthropic efforts, and we began the process of developing a formal Corporate Responsibility strategy, including conducting a materiality assessment to identify our priority areas of focus, along with gaps and opportunities for us to address. We are continuing our efforts by defining our internal Corporate Responsibility governance structure, including Board and executive officer oversight, and creating our strategic framework to manage our Corporate Responsibility efforts and reporting metrics. We look forward to reporting our continued progress on our website’s newly launched Corporate Responsibility page.

Corporate Responsibility includes our commitment to responsible corporate governance. Our Board of Directors is comprised of a group of industry-leading experts with diverse genders, ethnicities, experiences and backgrounds, who oversee the Company’s strategy and drive long-term value for our stockholders. A majority of our eight independent directors identify as diverse, with four women and two directors of racial/ethnic diversity. We are proud that our Board reflects the diversity of our associates and customers in that way.

~~Looking Ahead~~

As we move into 2021, the safety and health of our associates, doctors, patients, and customers remains our highest priority as we continue to navigate the pandemic and provide reliable and quality low cost eye care and eyewear to our patients and customers. Despite the uncertainty created by the pandemic and the related volatility in the global economy, we remain focused on delivering value for you, our stockholders, over the long term.

~~Our 2021 Annual Meeting:~~

Whether you own a few shares or many, and whether or not you plan to attend the virtual Annual Meeting, your vote is important to us. We encourage you to review the proxy materials and submit your vote today. While this year’s meeting will be virtual, all stockholders will be afforded the same rights they would have had at a physical meeting. Detailed information concerning the Annual Meeting is set forth in the Notice of Annual Meeting of Stockholders, Notice of Internet Availability of Proxy Materials 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 as well as in the Notice of Internet

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~~NOTICE OF ANNUAL MEETING OF STOCKHOLDERS~~

	~~DATE & TIME~~			~~1:00 p.m., Eastern Time, on Tuesday, June 8, 2021~~
	~~VIRTUAL MEETING INFORMATION~~			~~The virtual Annual Meeting will be held exclusively online at~~ ~~http://www.meetingcenter.io/208004347~~. You will be able to attend and participate in the Annual Meeting online, vote your shares electronically and submit questions to be addressed during the meeting. There is no physical location for the meeting. To attend the meeting, please visit the meeting website and enter your control number and then the password EYE2021.
				We are excited to embrace the latest technology to provide expanded access, improved communication and cost savings for our stockholders and the Company. Thus, it is very important that you retain your Notice, proxy card and related materials, including your control number, through the date of the Annual Meeting.
	~~ITEMS OF BUSINESS~~			1. ~~To elect the Class I director nominees listed in the Proxy Statement.~~
				2. ~~To approve an amendment to the second amended and restated certificate of incorporation to eliminate the classified structure of the board of directors.~~
				3. ~~To approve an amendment to the second amended and restated certificate of incorporation to eliminate supermajority voting standards and other obsolete provisions.~~
				4. ~~To approve, in a non-binding advisory vote, the compensation paid to the named executive officers.~~
				5. ~~To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal 2021.~~
				6. ~~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 15, 2021.~~
	~~VOTING~~			You may vote your shares on the Internet, by telephone or by completing, signing and promptly returning a proxy card or you may attend the Annual Meeting online, vote your shares and submit questions during the live meeting by visiting ~~http://www.meetingcenter.io/208004347~~. Voting online, by telephone or by returning your proxy card does not deprive you of your right to attend the Annual Meeting online. If you do attend the Annual Meeting online and wish to vote your shares online during the Annual Meeting, you may do so and such vote will supersede any prior vote recorded. Voting procedures are described on the following page and on the Notice of Internet Availability of Proxy Materials and the proxy card.

~~By Order of the Board of Directors,~~

~~Jared Brandman~~
~~Senior Vice President, General Counsel and Secretary~~

~~Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting~~
~~to Be Held on Tuesday, June 8, 2021: This Proxy Statement and our Annual Report~~
~~are available free of charge at~~ ~~www.edocumentview.com/EYE~~.

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~~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 2021 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 the information you should consider, and you should read the entire proxy statement carefully before voting.

~~2021 ANNUAL MEETING OF STOCKHOLDERS~~

~~Date & Time~~

~~Location~~

~~Record Date~~

~~June 8, 2021~~
~~1:00 p.m., Eastern Time~~

~~The Annual Meeting will be held exclusively online at~~
~~http://www.meetingcenter.io/208004347~~

~~Record holders as of April 15, 2021 are entitled to notice of, and to vote at, the Annual Meeting~~

~~On or about April 30, 2021, we started mailing the Notice of Internet Availability of Proxy Materials to our stockholders.~~

~~AGENDA AND VOTING RECOMMENDATIONS~~

		~~Company Proposals~~				~~Board~~ ~~Recommendation~~
		~~Proposal 1: Elect Class I Directors of the Company~~				~~FOR EACH NOMINEE~~
		~~Proposal 2: Approval of an Amendment to our Certificate of Incorporation to Eliminate the Classified Structure of the Board of Directors~~				~~FOR~~
		~~Proposal 3: Approval of an Amendment to our Certificate of Incorporation to Eliminate Supermajority Voting Standards and Other Obsolete Provisions~~				~~FOR~~
		~~Proposal 4: Non-Binding Advisory Vote to Approve Our Executive Compensation~~				~~FOR~~
		~~Proposal 5: Ratification of Deloitte & Touche LLP as Our Independent Auditor for 2021~~				~~FOR~~

~~HOW TO VOTE~~

If at the close of business on April 15, 2021, 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 online during the Annual Meeting. See full instructions under the Important Information About Voting at the Annual Meeting section of this proxy statement on page 56.

If you are a stockholder of record and you would like to vote in any manner other than online during the virtual Annual Meeting, your vote must be received by 11:59 p.m., Eastern Time, on June 7, 2021 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.

~~2020 BUSINESS HIGHLIGHTS~~

~~COVID-19 Response~~

2020 was a challenging year with the outbreak of the COVID-19 global pandemic and the resulting impact on economic activity and businesses. Even with a year of unprecedented business challenges, we are proud of how we have navigated and continue to navigate through the pandemic. With a safety-first approach in mind, our Board and management team took certain financial and operational actions, as outlined below, to prudently manage the business while positioning the Company to be able to safely continue to provide low cost eye care and eyewear, a medical necessity, to our patients and customers.

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~~PROXY STATEMENT SUMMARY~~

~~OUR COVID-19 ACTIONS~~

~~Operational~~

~~Liquidity~~

~~Compensation~~

✓

~~Temporarily closed stores to the public in part of 2020 to implement enhanced safety measures, including a temporary furlough of a significant portion of our associates during April and May 2020~~

✓

~~Worked with a base of vendors and landlords to extend payment terms and modify existing contracts~~

✓

~~Temporarily paused new store openings until the second quarter of 2020~~

✓

~~Reduced near term marketing spend~~

✓

~~Implemented enhanced safety protocols that allowed us to reopen our stores and continue servicing our patients and customers~~

✓

~~Borrowed remaining $146.3 million under revolving credit facility in March 2020 and fully repaid revolving credit facility in May 2020~~

✓

Entered into credit agreement amendment in May 2020 to prevent the effects of the pandemic, including the temporary closure of stores, from creating uncertainty in financial covenant compliance and allowing focus on prudent management of business

✓

~~Completed the issuance of $402.5 million of 2.50% convertible senior notes in May 2020 and used net proceeds to partially repay term loan and fully repay revolving credit facility~~

✓

Reduced compensation across the organization until the second quarter of 2020, including a voluntary salary reduction by the CEO to $1, voluntary 30% salary reductions by the other executive officers and a voluntary election by the Board to forego their cash compensation for the second quarter, with the CEO returning to full base salary only after all non-executive employees were back to 100% compensation

✓

~~Granted one-time appreciation bonuses to customer-facing associates in third quarter 2020~~

✓

~~Granted additional holidays in fourth quarter 2020~~

✓

~~Continued to pay benefits for associates furloughed in response to pandemic~~

✓

~~Paid short-term incentive cash bonuses at target level for associates to reward their dedication and resiliency~~

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~~Financial Highlights~~

Despite the extraordinary circumstances of this year, we believe fiscal 2020 was ultimately successful and believe we are well positioned to capitalize on future opportunities for the Company. In fiscal 2020, our financial and operational highlights included:

•

~~Net income increased 10.6% to $36.3 million~~

•

~~Adjusted EBITDA~~1 ~~increased 12.4% to $218.3 million~~

•

~~Adjusted Operating Income~~1 ~~increased 17.4% to $134.1 million~~

•

~~Overall store count grew 4.7%, and fiscal 2020 ended with 1,205 stores~~

•

~~Total comparable store sales growth for the seven months ended January 2, 2021 (after we began gradually re-opening stores to the public) was 13.1% and Adjusted Comparable Store Sales Growth~~1 ~~for the seven months ended January 2, 2021 was 12.6%~~

•

~~Record operating cash flows increased from $165.1 million in 2019 to $235.0 million in 2020~~

•

~~Diluted EPS increased 9.1% to $0.44; Adjusted Diluted EPS~~1 ~~increased 21.9% to $0.91~~

•

~~Our cash balance was $373.9 million as of January 2, 2021~~

~~(1)~~ For an explanation of our non-GAAP financial measures and a reconciliation of Adjusted EBTDA, Adjusted Operating Income, Adjusted Comparable Store Sales Growth and Adjusted Diluted EPS to the most directly comparable GAAP measures, see Appendix A to this proxy statement.

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~~CORPORATE GOVERNANCE AND BOARD HIGHLIGHTS~~

✓

~~Independent, non-executive Chair of the Board~~

✓

~~All independent directors, except our CEO~~

✓

~~100% independent Board committees~~

✓

~~7 new independent directors since 2014~~

✓

~~6 experienced current and former CEOs/CFOs~~

✓

~~5 diverse directors, including 2 directors of racial/ethnic diversity~~

✓

~~Regular Board executive sessions without management~~

✓

~~Robust director and executive stock ownership guidelines~~

✓

~~Anti-hedging policy~~

✓

~~Strong stockholder engagement program~~

✓

~~Formal disclosure committee for financial reporting purposes~~

✓

~~Annual robust Board and Committee self-assessments~~

~~Set forth below is a snapshot of our current National Vision Board, their independence, diversity and skills/~~~~qualifications. See Proposal 1 beginning on page~~ 11 ~~for more details on the election of our Class I directors.~~

~~CURRENT NATIONAL VISION BOARD~~

Directors Age
Director
Since
Occupation
Director
Class

Committee
Membership

L. Reade Fahs* 60 2014 Chief Executive Officer, National Vision I —
D. Randolph Peeler** 56 2014 Managing Director, Berkshire Partners LLC II
Nominating & Corporate Governance Committee
Compensation Committee

Jose Armario 62 2021 CEO, Bojangles’, Inc. II Nominating & Corporate Governance Committee
Heather Cianfrocco 47 2019 CEO, OptumRX at UnitedHealth Group II Compensation Committee
Virginia Hepner 63 2018 Retired CEO, The Woodruff Arts Center III
Nominating & Corporate
Governance Committee
(Chair)
Audit Committee

Susan S. Johnson 55 2020 Chief Marketing Officer, Prudential Financial, Inc. I Audit Committee
Naomi Kelman 62 2020 Former President and CEO, Willow I Audit Committee
Thomas V. Taylor, Jr. 55 2018 CEO, Floor & Decor III
Compensation Committee
(Chair)

David M. Tehle 64 2017 Retired CFO, Dollar General III Audit Committee (Chair)

~~All directors are independent, except for Mr. Fahs~~

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

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~~PROXY STATEMENT SUMMARY~~

~~PHILANTHROPY & CORPORATE RESPONSIBILITY; HUMAN CAPITAL MANAGEMENT~~

In August 2020, we published our first-ever philanthropic Impact Report detailing how the Company is transforming the lives of people in the United States and around the world. Our Impact Report focused on the Company’s impact through 2019 in the core areas of (1) helping children in need in the United States, (2) global giving and (3) partnering to make an impact, and also highlighted the Company’s commitment to providing help during the pandemic.

In addition to our ongoing philanthropic efforts, we are focused on a commitment to balancing the social, economic, human capital management and environmental aspects of our business and to developing additional disclosure to highlight our aspirations and achievements in these areas. In 2020, we began our formal Corporate Responsibility journey and completed a materiality assessment on the core pillars at the heart of our operations and goals.

~~See Philanthropy and Corporate Responsibility and Human Capital Management on pages~~ 20 ~~and~~ 21 ~~for more details.~~

~~PROPOSAL TO AMEND OUR CERTIFICATE OF INCORPORATION TO ELIMINATE THE CLASSIFIED STRUCTURE OF THE BOARD OF DIRECTORS~~

Our Second Amended and Restated Certificate of Incorporation (the “certificate of incorporation”) currently provides for a classified Board of Directors divided into three classes, with approximately one-third of our directors standing for

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election each year. At last year’s annual meeting, the Board announced its commitment to submit for stockholder vote at the 2021 annual meeting a management proposal to amend our certificate of incorporation to eliminate the classified structure of the Board. After careful consideration, the Board has approved amendments to the certificate of incorporation to phase out the three-year staggered terms of our directors and transition to the annual election of all of our directors, subject to approval by stockholders. If the proposed amendments to the certificate of incorporation are approved by the stockholders, beginning at the Company’s 2022 annual meeting, directors standing for election will be elected to one-year terms. By the 2024 annual meeting, the Board will be completely declassified and all directors will stand for election annually. See Proposal 2 beginning on page 24.

~~PROPOSAL TO AMEND OUR CERTIFICATE OF INCORPORATION TO ELIMINATE SUPERMAJORITY VOTING STANDARDS AND OTHER OBSOLETE PROVISIONS~~

Our certificate of incorporation currently provides for supermajority voting standards for (1) any amendment to our certificate of incorporation related to: amendments to the certificate of incorporation or bylaws, the removal of directors, director liability, the ability for stockholders to act by written consent, completion and corporate opportunities and business combinations, (2) any amendment to our bylaws, (3) the removal of directors, and (4) certain business combinations with interested stockholders. At last year’s annual meeting, the Board set forth its commitment to submit for stockholder vote at the 2021 annual meeting a management proposal to amend our certificate of incorporation to eliminate these supermajority voting standards. Our certificate of incorporation also includes certain obsolete provisions relating to the prior equity ownership of our former equity sponsors. After careful consideration, the Board has approved amendments to the certificate of incorporation to eliminate these supermajority voting standards and obsolete provisions, subject to approval by stockholders. If the proposed amendments to the certificate of incorporation are approved by the stockholders, these supermajority voting provisions and obsolete provisions would be eliminated immediately upon filing of an amendment to the certificate of incorporation (which the Company intends to do promptly following the Annual Meeting). See Proposal 3 beginning on page 26.

~~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:~~

		~~What We Do:~~				~~What We Don’t Do:~~
		✓ ~~Pay for performance~~ ✓ ~~Maintain strong 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~~ ✓ ~~Provide market-level retirement benefits and limited perquisites~~ ✓ ~~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 post-IPO equity awards~~				✗ ~~No excise tax gross-ups upon a Change in Control~~ ✗ ~~No hedging of the Company’s stock by NEOs or directors~~ ✗ ~~No supplemental executive retirement plans~~ ✗ ~~No re-pricing of underwater stock options and no grants below 100% of fair market value without stockholder approval~~ ✗ ~~No significant perquisites for executive officers~~

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~~BOARD OF DIRECTORS AND CERTAIN GOVERNANCE MATTERS~~

~~PROXY STATEMENT~~

~~PROPOSAL NO. 1—ELECTION OF DIRECTORS~~

		W~~hat~~ Am I ~~voting on~~? Stockholders are being asked to elect each of the Class I director nominees named in this proxy statement to hold office until the 2024 annual meeting and until their respective successors are elected and qualified.
		V~~oting~~ R~~ecommendation~~. Our Board of Directors recommends stockholders vote FOR the election of each Class I director nominee. The nominating and corporate governance committee evaluated and recommended the director nominees in accordance with its charter and our Corporate Governance Guidelines.
		V~~ote~~ R~~equired~~. ~~To be elected, a director must receive more FOR votes than the number of votes AGAINST that director.~~

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.

Our certificate of incorporation currently provides for a classified Board, with three directors currently in Class I (Mr. Fahs, Ms. Johnson and Ms. Kelman), three directors currently in Class II (Messrs. Armario and Peeler and Ms. Cianfrocco), and three directors currently in Class III (Messrs. Tehle and Taylor and Ms. Hepner). One class of directors stands for election at each of our annual meetings of stockholders, with directors elected to serve for staggered three-year terms. Upon the recommendation of our nominating and corporate governance committee, our Board is submitting for stockholder vote at the Annual Meeting a management proposal to amend our certificate of incorporation to eliminate the classified structure of the Board. See Proposal 2 below for more details.

The terms of our three current Class I directors 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 L. Reade Fahs, Susan S. Johnson and Naomi Kelman for election as Class I directors for a three-year term expiring in 2024.

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 L. Reade Fahs, Susan S. Johnson and Naomi Kelman. We have no reason to believe that Mr. Fahs, Ms. Johnson and Ms. Kelman will be unable or unwilling to serve if elected. If Mr. Fahs, Ms. Johnson and Ms. Kelman 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.

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~~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.

				~~L. Reade Fahs~~
				~~Director since:~~ ~~March 2014~~ ~~Age:~~ 60 ~~PRINCIPAL OCCUPATION AND OTHER INFORMATION~~ Mr. Fahs has served as the Chief Executive Officer of National Vision, Inc. (“NVI”) since January 2003, having joined NVI in April 2002 as the President and Chief Operating Officer, and was appointed the Chief Executive Officer of National Vision Holdings, Inc. in March 2014. Prior to joining NVI, Mr. Fahs served as the Chief Executive Officer of First Tuesday and was Managing Director of Vision Express U.K. Previously, Mr. Fahs worked at LensCrafters, which he joined in 1986 for a decade of their most rapid growth. Mr. Fahs is the chairman of the board of directors of VisionSpring and a long term Board member of RestoringVision. Mr. Fahs also serves on the boards of RestoringVision, Ditto Technologies, Inc., Affordable Care, Inc. and Atlanta’s Alliance Theatre. Mr. Fahs holds a B.A. degree in English Literature from Harvard College.

				~~Susan Somersille Johnson~~
				~~Director since: October 2020~~ ~~Age:~~ 55 ~~PRINCIPAL OCCUPATION AND OTHER INFORMATION~~ Ms. Johnson is the Chief Marketing Officer for Prudential Financial, Inc. From 2014 to 2020, Ms. Johnson previously served as Executive Vice President and Chief Marketing Officer of Truist Financial, the bank holding company formed in 2019 following the merger of SunTrust Bank and BB&T. Ms. Johnson began her career as an engineer at Apple before taking on a series of high-profile global marketing leadership roles at organizations including NCR Corporation and Nokia. She served as the Vice President of Global Marketing at NCR Corp. from 2012 to 2014 and the Global Head of Operator Marketing at Nokia from 2007 to 2012. Ms. Johnson is a member of the board of directors of Constellation Brands, a leading beverage alcohol company, serving on its compensation committee. She also serves as a board member of United Way U.S.A., Operation Hope and CHRIS 180. 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.

				~~Naomi Kelman~~
				~~Director since: September 2020~~ ~~Age:~~ 62 ~~PRINCIPAL OCCUPATION AND OTHER INFORMATION~~ Ms. Kelman is the former President and Chief Executive Officer of Willow, a revolutionary new women’s health company, having served in that role from 2014 to 2019. From 2011 to 2012, Ms. Kelman served as the Global Division Head of Novartis OTC. Prior to that, Ms. Kelman served in a number of executive roles during her time at Johnson & Johnson from 2000 to 2011, including as President of Vistakon Americas (Acuvue contact lenses) from 2004 to 2009 and as President of LifeScan (OneTouch diabetes monitor) from 2009 to 2011. Before joining J&J, Ms. Kelman worked at Clairol, where she worked on a broad range of CPG personal care categories and was based in Europe for five years. Ms. Kelman started her career in finance at American Express. Ms. Kelman is a member of the board of directors of Kids Care Dental & Orthodontics, Mirvie and Brilliant. Ms. Kelman has a Bachelor of Arts degree and an M.B.A. from Cornell University.

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~~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.

				~~Thomas V. Taylor, Jr.~~
				~~Director since: September 2018~~ ~~Age:~~ 55 ~~PRINCIPAL OCCUPATION AND OTHER INFORMATION~~ Mr. Taylor has served as Floor & Decor’s Chief Executive Officer and as a director since December 2012, including during its 2017 IPO. Starting his retail career working at a Miami Home Depot store in 1983 at the age of 16, Mr. Taylor worked his way up through various operations roles to eventually serve as Executive Vice President of Operations responsible for all 2,200 Home Depot Stores; he also held the role of Executive Vice President of Merchandising and Marketing again for all stores. From 2006 to 2012, Mr. Taylor was Managing Director at Sun Capital Partners, during which time he served as a board member for more than 20 portfolio companies domestically and in Europe.

				~~Virginia A. Hepner~~
				~~Director since: January 2018~~ ~~Age:~~ 63 ~~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. Ms. Hepner has been a member of the board of directors of Cadence Bancorporation since January 2019, serving as chair of its audit committee, and had served as a director of State Bank Financial Corporation which merged with Cadence on January 1, 2019, serving on its audit committee and independent director committee, and as a director of its subsidiary bank, State Bank and Trust Company, from 2010 to 2019. Additionally, Ms. Hepner has been a member of the board of directors of Oxford Industries, Inc. since 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 J.L. Kellogg Graduate Business School of Management at Northwestern University

				~~David M. Tehle~~
				~~Director since: July 2017~~ ~~Age:~~ 64 ~~PRINCIPAL OCCUPATION AND OTHER INFORMATION~~ Mr. Tehle retired from Dollar General Corporation in July 2015 as Executive Vice President and Chief Financial Officer, having served in that role since 2004. Dollar General Corporation is a value discount retailer. Mr. Tehle has been a director of Jack in the Box Inc. since December 2004, serving on the audit and finance committees. Additionally, he joined the board of directors of US Foods Holding Corp. in 2016, and serves on the audit and compensation committees. From 2016 until 2019, he was a member of the board of directors of Genesco, Inc. and he also served on the audit committee. Mr. Tehle holds a B.S. from the University of Wisconsin-Oshkosh and an M.B.A. from the University of Michigan’s Ross School of Business.

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				~~D. Randolph Peeler~~
				~~Director since: March 2014~~ ~~Age:~~ 56 ~~PRINCIPAL OCCUPATION AND OTHER INFORMATION~~ Mr. Peeler joined Berkshire Partners LLC (“Berkshire”) in 1996 and became a Managing Director in 2000. Before joining Berkshire, Mr. Peeler co-founded a privately-owned healthcare services company and also served as Special Assistant for the Assistant Secretary for Economic Policy in the U.S. Department of the Treasury. Mr. Peeler previously worked as a consultant with Cannon Associates and Bain & Co. Mr. Peeler is or has been a director of several Berkshire portfolio companies, including Affordable Care, Inc., Husky International, Inc., Lightower Fiber Networks and Curriculum Associates, LLC. Mr. Peeler has an A.B. from Duke University and an M.B.A. from Harvard Business School.

				~~Heather Cianfrocco~~
				~~Director since: July 2019~~ ~~Age:~~ 47 ~~PRINCIPAL OCCUPATION AND OTHER INFORMATION~~ Ms. Cianfrocco is the Chief Executive Officer, OptumRX at UnitedHealth Group and has served in that role since April 2021. Ms. Cianfrocco previously served as the Chief Executive Officer of OptumHealth Services from July 2020 until April 2021 and as the Chief Executive Officer of UnitedHealthcare Community & State from February 2018 until July 2020. From July 2017 until February 2018, Ms. Cianfrocco served as Senior Vice President of Health Advancement and Clinical Transformation for UnitedHealthcare Medicare & Retirement. From June 2016 until July 2017, she served as senior vice president of Clinical Strategy and Operations for UnitedHealthcare Community & State. Prior to that, Ms. Cianfrocco was the Northeast Region President for UnitedHealthcare Community & State from June 2012 until June 2016. Throughout her time with UnitedHealthcare, she has held other leadership positions within Community & State in legal, compliance, operations, and contracting. Before joining UnitedHealthcare, Ms. Cianfrocco worked in private legal practices in Pittsburgh, Pennsylvania where she concentrated on corporate and securities law, representing health care entities in mergers and acquisitions. 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.

				~~Jose Armario~~
				~~Director since: February 2021~~ ~~Age:~~ 62 ~~PRINCIPAL OCCUPATION AND OTHER INFORMATION~~ Mr. Armario is the Chief Executive Officer and President of Bojangles’, Inc., a restaurant operator and franchisor, and has served in this role since January 2019. From January 2016 until January 2019, Mr. Armario was the founder and Chief Executive Officer of Armario Enterprises, LLC and PowerC, LLC. He retired as Executive Vice President of Worldwide Supply Chain, Development, and Franchising of McDonald’s Corporation in October 2015, after having held that position since August 2011. Mr. Armario has over 38 years of experience turning around key markets and geographies. Currently, Mr. Armario serves as a director at Bojangles’, Inc. and as a director for Golden State Foods and The Greg Olsen Foundation. He is also a member of the President’s Council of the University of Miami. He earned his Associate of Arts degree in Business Administration from Miami-Dade Community College. He holds a Master of Science degree in Management from the University of Miami and a CEO Perspective Course completion from Northwestern University.

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~~Board Oversight~~

The primary responsibility of our Board is to oversee 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~~

At the Annual Meeting, we are submitting a management proposal for approval to eliminate the classified structure of the Board and allow for the annual election of our directors. If approved, we would amend our certificate of incorporation to eliminate the three classes of directors and provide for the annual election of directors beginning at the 2022 annual meeting of stockholders. By the 2024 annual meeting of stockholders, the Board would be completely declassified and all directors would stand for election annually. See “Proposal 2—Amendment to the Certificate of Incorporation to Eliminate the Classified Structure of the Board of Directors” below for more details on the elimination the classified Board structure.

Prior to the effectiveness of the proposal described above, at each annual meeting, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following their election. Our certificate of incorporation provides that the authorized number of directors may be changed only by resolution of our Board of Directors. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. The division of our Board of Directors into three classes with staggered three-year terms may delay or prevent a change of our management or a change in control of our Company.

~~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.

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~~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, 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.

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

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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 also must satisfy the notification, timeliness, consent and information requirements set forth in our bylaws. Stockholders wishing to propose 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. These requirements are also described under “Stockholder Proposals for the 2022 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 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, COVID-19 pandemic-related, sustainability, competitive and information technology risks. 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. 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 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 corporate responsibility and sustainability, and recommends appropriate actions in response to those risks.

~~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

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~~senior management. 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~~

In order to increase the effectiveness of the Board, the nominating and corporate governance committee supervises an annual review and evaluation of the performance of the Board and its committees. 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 2020, an evaluation was conducted and completed with each director providing direct feedback. The evaluation results about the Board and its committees were reviewed and discussed by the nominating and corporate governance committee as well as the full Board.

~~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 to 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.

~~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.~~

~~Audit~~
~~Committee~~

~~Nominating and Corporate~~
~~Governance Committee~~

~~Compensation~~
~~Committee~~

~~L. Reade Fahs~~

~~D. Randolph Peeler~~

~~Jose Armario~~

~~Heather Cianfrocco~~

~~Virginia A. Hepner~~

~~Chair~~

~~Susan S. Johnson~~

~~Naomi Kelman~~

~~Thomas V. Taylor, Jr.~~

~~Chair~~

~~David M. Tehle~~

~~Chair~~

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 2020 annual meeting. During the fiscal year ended January 2, 2021, the Board held fourteen meetings, the audit committee held eight meetings, the compensation committee held four meetings and the nominating and corporate governance committee 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 2020. Each of our directors attended at least 75% of all of the meetings of the Board and committees on which he or she served at they time they served on the Board or such

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~~BOARD OF DIRECTORS AND CERTAIN GOVERNANCE MATTERS~~Appendix A

committees, except for Ms. Johnson. Ms. Johnson attended 50% of the audit committee meetings as she was unable to attend one audit committee meeting in 2020 after joining the Board due to a pre-existing conflict for one meeting date prior to her joining the Board.Appendix A

~~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 qualifies 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 qualifies 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 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, 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 Corporate Responsibility 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 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~~Non-GAAP Financial Measures

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.

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~~

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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~~

~~Certain Related Person Transactions~~

~~Management Stockholder’s Agreements.~~ In connection with the acquisition of NVI in March 2014 by affiliates of KKR & Co. Inc (“KKR”) and thereafter, we entered into Management Stockholder’s Agreements with certain of our senior executive officers and other employees who made an equity investment in us or were granted equity-based awards. The Management Stockholder’s Agreements provide for management stockholders’ ability to cause us to repurchase their outstanding stock and options in the event of their death or disability, and for our ability to cause a management stockholder to sell his or her stock or options back to the Company upon certain termination events.

~~Stockholder Engagement~~

In connection with and following our initial public offering (IPO), we have been committed to stockholder engagement and we greatly value the input we receive from our stockholders. Our investor relations team and members of our senior management are in frequent communication with stockholders on a variety of matters, primarily focused on our operations and financial performance. In 2020, we continued our stockholder engagement program focused on corporate governance, executive compensation, corporate social responsibility and other ESG matters of interest to our stockholders. As part of our engagement efforts, we conducted stockholder outreach with the Company’s top institutional investors representing approximately 63% of our shares outstanding. Many of these stockholders expressed the view that they were aligned with the Company’s board refreshment and continued Board diversity efforts, the continued progress and evolution and disclosure of the Company’s philanthropic as well as other environmental, social and governance priorities, and supported the Company’s executive compensation program.

~~Philanthropy and Corporate Responsibility~~

We strive to align our actions with our Company vision—“We believe everyone deserves to see their best to live their best.” The need for eye care and eyewear is a critical national and global issue. We focus our philanthropic efforts in the optical sector, where we feel we can make the greatest difference. We are proud to be working with organizations

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and individuals, both domestically and around the world, to provide solutions so more people can get the care they need. In August 2020, we published our first-ever philanthropic Impact Report detailing how the Company is transforming the lives of people in the United States and around the world. Our Impact Report focused on the Company’s impact through 2019 in the core areas of (1) helping children in need in the United States, (2) global giving and (3) partnering to make an impact, and also highlighted the Company’s commitment to providing help during the pandemic. Through partnering with schools and the Boys & Girls Club of America, we have provided more than 18,000 free eye exams and distributed more than 10,000 pairs of glasses. Through our partnership with RestoringVision, a global vision nonprofit, we have coordinated the donation and distribution of more than 500,000 glasses over the past 13 years and contributed more than $340,000.

In addition to our philanthropic efforts, we understand the importance of acting responsibly as a business, employer and corporate citizen. Engagement on corporate responsibility is important to us and our stakeholders. We are focused on a commitment to balancing the social, economic, human capital management and environmental aspects of our business and to developing additional disclosure to highlight our aspirations and achievements in these areas. In 2020, we began our formal Corporate Responsibility journey and completed a materiality assessment on the core pillars at the heart of our operations and goals. Informed by insights from our assessment, we are developing our goals and reporting metrics as an important part of our ongoing commitment to transparency and impact. Our approach, once complete, will enable the Company to provide an integrated, comprehensive view of its corporate responsibility commitments, progress and impact. More information about Corporate Responsibility at National Vision can found in the Corporate Responsibility page of our website, ~~www.nationalvision.com. The information on this 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 January 2, 2021, we had 12,792 full-time and part-time associates. In addition, the professional corporations or similar entities with which we contract employed 1,200 optometrists as of January 2, 2021.

~~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 campaign “Optometry Gives Me Life” targeted at high school and college students. To mitigate the impact the COVID-19 pandemic and temporary closure of our stores had on our traditional recruiting efforts and hiring cycles, we transitioned to 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.

~~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 our 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.

~~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 health plan, wellness and disease management programs, including personalized programs for diabetes and hypertension, 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. Shortly after our IPO, we established the National Vision

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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 $800,000 have been provided to associates for assistance, with over 90% provided since the beginning of the COVID-19 pandemic.

~~Diversity, Equity and Inclusion~~

We are committed to a diverse and inclusive culture and proud to be a “majority-minority company.” In 2020, we formed a new Diversity, Equity and Inclusion (“DEI”) department within the Company led by a veteran senior executive. The DEI department is supported by our DEI Council, composed of a cross-section of associates and optometrists. In 2020, we focused on reviewing best practices and initiatives and conducted listen and learn sessions with associates and optometrists to solicit feedback and identify opportunity areas. 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. As a part of these efforts, in 2020, 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 first ever “Impact HBCU” event sponsored by Black Eyecare Perspectives with the goal of increasing awareness in the field among HBCU students.

~~COVID-19 Response~~

As noted earlier in this proxy statement, the COVID-19 pandemic has presented unique challenges for our associates, doctors, patients and customers. We prioritized the safety of our associates, doctors, patients and customers 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 patients and customers with everyone’s health and safety in mind.

We also 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. We paid one-time appreciation bonuses to customer-facing associates in the third quarter of fiscal year 2020, granted additional company holidays in the fourth quarter of fiscal year 2020 and paid benefits for associates furloughed in response to the COVID-19 pandemic. In addition, contributions to our Crisis Relief Fund more than doubled, reflecting the empathetic nature of our community.

~~Compensation of Directors~~

~~Directors who are our employees do not receive remuneration for serving on our Board. In 2020, our director compensation program consisted of the following:~~

•

~~Annual cash retainer of $75,000, paid quarterly, in arrears.~~

•

The Chair of the audit committee, compensation committee and nominating and corporate governance committee received annual cash retainers of $20,000, $15,000 and $10,000, respectively, paid quarterly, in arrears.

•

~~Annual $100,000 restricted stock grant, which will vest on the first anniversary of the grant date, subject to continued service through the applicable vesting date.~~

~~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.~~

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 last reviewed director compensation in December 2018 and made appropriate changes based upon the results at that time.

~~In March 2020, in light of the unprecedented impact of the pandemic, the Board elected to forego their annual cash compensation for the second quarter of 2020.~~

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~~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 2020:~~

Name
Fees earned or
paid in cash
($)(1)

Stock
awards
($)(2)

All other
compensation
($)

Total
($)

D. Randolph Peeler(3) 56,250 — — 56,250
Heather Cianfrocco 56,250 100,000 — 156,250
Virginia A. Hepner 63,750 100,000 — 163,750
Susan S. Johnson 18,750 100,000 — 118,750
Naomi Kelman 25,000 100,000 — 125,000
Thomas V. Taylor, Jr. 67,500 100,000 — 167,500
David M. Tehle 71,250 100,000 — 171,250
Nathaniel H. Taylor(4) 37,500 — — 37,500

~~(1)~~

Includes all annual retainer fees paid in cash to the directors, including the voluntary election by the Board to forego their cash compensation for the second quarter of 2020 in response to the pandemic. In lieu of receiving cash retainers, Messrs. N. Taylor and Peeler donated their cash retainers to 20/20 Quest, a National Vision sponsored charitable foundation. Ms. Cianfrocco donated $28,125 of her cash retainer to 20/20 Quest.

~~(2)~~

The amount reported reflects the grant date fair value calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation (“ASC Topic 718”) associated with the grant to each director as of such grant date. See Note 5 of the Notes to Consolidated Financial Statements contained in the Company’s 2020 Form 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 11, 2020 for all directors (other than Ms. Johnson and Ms. Kelman) was $100,000 for the 3,632 shares of restricted stock granted to such directors. The grant date fair value of the 2,687 shares of restricted stock granted to Ms. Kelman in September 2020 was $100,000. The grant date fair value of the 2,368 shares of restricted stock granted to Ms. Johnson in October 2020 was $100,000. As of January 2, 2021, Ms. Cianfrocco held 3,632 shares of unvested restricted stock, Ms. Hepner held 4,420 shares of unvested restricted stock, Ms. Johnson held 2,368 shares of unvested restricted stock, Ms. Kelman held 2,687 shares of unvested restricted stock, Mr. T. Taylor held 4,365 shares of unvested restricted stock and Mr. Tehle held 4,510 shares of unvested restricted stock.

~~(3)~~

At the request of Mr. Peeler, the compensation committee approved in June 2019 a program in which (i) in lieu of paying his cash retainer for Board service and any committee chairperson service 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 his choosing and (ii) Mr. Peeler would not receive the restricted stock award to which non-employee directors are entitled under the director compensation program.

~~(4)~~

Mr. N. Taylor retired from the Board in September 2020. At the request of Mr. N. Taylor, the compensation committee approved in September 2019 a program in which (i) in lieu of paying his cash retainer for Board service and any committee chairperson service directly to Mr. N. Taylor, the Company would instead make a quarterly donation of such retainer in Mr. N. Taylor’s name to the Company’s foundation or another charity of his choosing and (ii) Mr. N. Taylor would not receive the restricted stock award to which non-employee directors are entitled under the director compensation program.

~~Director Stock Ownership Guidelines.~~ In February 2019, the Board of Directors adopted stock ownership guidelines (the “Guidelines”) applicable to our executive officers and directors who are not members of management and who are not affiliated with KKR and Berkshire (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 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, shares of time-based restricted stock (whether vested or unvested) and vested stock options issued prior to the Company’s IPO. The retention requirement applies to all prior and future grants. As of January 2, 2021, Messrs. Fahs, Peeler and Tehle have met or exceeded their current ownership requirements and the remaining directors are subject to the restrictions in the guidelines until their ownership requirements are met.

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~~Board of Directors and Certain Governance Matters~~

~~PROPOSAL NO. 2—AMENDMENT TO THE SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO ELIMINATE THE CLASSIFIED STRUCTURE OF THE BOARD OF DIRECTORS~~

		W~~hat~~ Am I ~~voting on~~? Stockholders are being asked to approve an amendment to our certificate of incorporation to eliminate the classified structure of the Board of Directors and to provide for the annual election of directors beginning at the 2022 annual meeting, with all directors standing for election annually by the 2024 annual meeting.
		V~~oting~~ R~~ecommendation~~. ~~Our Board of Directors recommends stockholders vote FOR an amendment to the certificate of incorporation to eliminate the classified structure of the Board of Directors.~~
		V~~ote~~ R~~equired~~. ~~The proposal must be approved by at least 66~~2∕3~~% of the voting power of all the then-outstanding shares of the stock of the Company entitled to vote on such proposal.~~

~~Background~~

Our Second Amended and Restated Certificate of Incorporation (the “certificate of incorporation”) currently provides for a classified Board divided into three classes of directors, with each class elected for staggered three-year terms. In our 2020 proxy statement, the Board committed, upon the recommendation of the nominating and corporate governance committee, to submit for stockholder vote at our 2021 annual meeting a management proposal to amend our certificate of incorporation to eliminate the classified structure of the Board. At the time of our IPO, the Board believed that a classified board structure was an important piece of the Company’s governance structure in order to promote continuity and stability and was in the best interests of the Company and its stockholders.

Our Board carefully considered the classified board structure compared to an annual voting standard for the election of directors, analyzed current corporate governance trends, and evaluated the appropriateness of a classified Board in light of our overall corporate governance structure and ongoing stockholder engagement efforts.

Upon the recommendation of our nominating and corporate governance committee, the Board has determined that it is in the best interests of the Company and its stockholders to amend the certificate of incorporation to eliminate the classified structure of the Board and to provide for the annual election of all directors, and the Board recommends that the stockholders approve such an amendment.

~~Impact of the Proposal—Annual Elections of Directors~~

If approved by our stockholders, the proposed amendments to our certificate of incorporation would begin to eliminate the three classes of directors and provide for the annual election of directors beginning at the 2022 annual meeting of stockholders. Beginning with the 2024 annual meeting of stockholders, all directors will stand for election annually.

~~Description of Proposal~~

Article VI Section (A) of our certificate of incorporation currently provides that the Board is divided into three classes, with each class serving a staggered three-year term, and only one class being up for re-election each annual meeting. Specifically:

•

~~The directors designated as Class I directors have terms expiring at the Annual Meeting;~~

•

~~The directors designated as Class II directors have terms expiring at the 2022 annual meeting of stockholders; and~~

•

~~The directors designated as Class III directors have terms expiring at the 2023 annual meeting of stockholders.~~

~~If the proposed amendments are approved by our stockholders, the classified Board will be eliminated over a three-year period beginning at the 2022 annual meeting as follows:~~

•

~~At the 2022 annual meeting of stockholders, we would elect Class II directors to one-year terms;~~

•

~~At the 2023 annual meeting of stockholders, we would elect Class III directors and Class II directors to one-year terms; and~~

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•

~~At the 2024 annual meeting of stockholders and at all future annual meetings of stockholders, we would elect directors from all three classes to one-year terms.~~

The proposed amendment would not affect the existing terms of our directors, and the Class I directors who are nominated for election at the Annual Meeting will still be elected for three-year terms expiring at the 2024 annual meeting of stockholders, even if the proposed amendment is approved. The proposed amendment would not change the present number of directors or the Board’s authority to change that number or to fill any vacancies or newly created directorships.

Additionally, if the proposed amendments are approved by our stockholders, any director chosen by the Board to fill newly created directorships resulting from any increase in the authorized number of directors or any vacancies on the Board resulting from death, resignation, retirement, disqualification, removal from office or other cause will hold office until, if prior to the 2024 annual meeting of stockholders, the next election of the class into which such director shall have been elected or placed or, if from and after the 2024 annual meeting of stockholders, the next annual meeting of stockholders and, in each case, until such director’s successor shall have been duly elected and qualified, or until his or her earlier death, resignation, retirement, disqualification or removal.

Under Delaware law, directors serving on a classified board may be removed by stockholders only for cause (unless otherwise provided in the certificate of incorporation), while directors serving on a non-classified board may be removed by stockholders with or without cause. Thus, the proposed amendments if approved by our stockholders will also give our stockholders the ability to remove a director from the Board without cause beginning at the 2024 annual meeting of stockholders when the board is fully declassified.

The proposed amendments to our certificate of incorporation described in Proposal 2 are attached to this proxy statement as Appendix B, with additions of text indicated by underlining and deletions of text indicated by strike-outs. If Proposal 2 is approved by our stockholders, the proposed amendments contained in Appendix B would become effective upon the filing of a Certificate of Amendment to our certificate of incorporation reflecting such amendments with the Secretary of State of the State of Delaware.

~~If stockholders adopt Proposal 2, we intend to file such Certificate of Amendment promptly following the Annual Meeting.~~

~~If this proposal is not approved, our Board will remain classified and the Class II directors elected at the 2022 Annual Meeting will serve a term expiring at the 2025 annual meeting of stockholders.~~

~~THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSAL 2 TO AMEND THE~~
~~CERTIFICATE OF INCORPORATION TO ELIMINATE THE CLASSIFIED STRUCTURE OF THE~~
~~BOARD OF DIRECTORS~~

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~~PROPOSAL NO. 3—AMENDMENT TO THE CERTIFICATE OF INCORPORATION TO ELIMINATE SUPERMAJORITY VOTING STANDARDS AND OTHER OBSOLETE PROVISIONS~~

		W~~hat~~ Am I ~~voting on~~? ~~Stockholders are being asked to approve an amendment to our certificate of incorporation to eliminate certain supermajority voting standards and other obsolete provisions within the certificate.~~
		V~~oting~~ R~~ecommendation~~. ~~Our Board of Directors recommends stockholders vote FOR an amendment to the certificate of incorporation to eliminate supermajority voting standards and other obsolete provisions.~~
		V~~ote~~ R~~equired~~. ~~The proposal must be approved by at least 66~~2∕3~~% of the voting power of all the then-outstanding shares of the stock of the Company entitled to vote on such proposal.~~

~~Background~~

As discussed above, in our 2020 proxy statement, the Board committed, upon the recommendation of the nominating and corporate governance committee, to submit for stockholder vote at our 2021 annual meeting a management proposal to amend our certificate of incorporation to eliminate certain supermajority provisions within it. The supermajority voting standards described below were included in our certificate of incorporation at the time of our IPO to protect the interests of our stockholders by ensuring that a broad consensus of all stockholders was necessary to make changes to fundamental provisions of our certificate of incorporation and bylaws. Prior to its IPO, the Company was owned at times by Berkshire and KKR. The Company was controlled by affiliates of KKR and private equity funds managed by Berkshire until July 2018 and August 2019, respectively, when these affiliates and funds sold their remaining holdings of our common stock.

Our nominating and corporate governance committee and our Board carefully considered the advantages of super majority voting provisions, analyzed current corporate governance trends, and evaluated the appropriateness of super majority voting provisions in light of our overall corporate governance structure and ongoing stockholder engagement efforts. The Board has continued its ongoing review of evolving corporate governance practices.

Consistent with its strong commitment to the careful consideration of stockholder views, the Board has determined that it is in the best interests of the Company and its stockholders to amend the Company’s certificate of incorporation to remove supermajority voting requirements. The proposed amendments would also delete certain obsolete provisions relating to the prior equity ownership of KKR and Berkshire.

~~Description of Our Supermajority Standards.~~ Article V, Section (A) of our certificate of incorporation provides that at any time when KKR and Berkshire (as defined in our certificate of incorporation) beneficially own collectively, in the aggregate, less than 40% in voting power of the stock of the Company entitled to vote generally in the election of directors, in addition to any vote required by applicable law, no amendment, alteration, change or repeal in any respect of any provision of Article V (amendments to our Certificate of Incorporation and Bylaws), Article VI (removal of directors), Article VII (director liability), Article VIII (ability for stockholders to take action by written consent), Article IX (completion and corporate opportunities), and Article X (business combinations) of our certificate of incorporation may be made, and no provision inconsistent therewith may be so adopted, without the affirmative vote of at least 662∕3~~% of the voting power of all the then-outstanding shares of stock of the Company entitled to vote thereon, voting together as a single class.~~

Article V, Section (B) of our certificate of incorporation provides that at any time when KKR and Berkshire (as defined in our certificate of incorporation) beneficially own collectively, in the aggregate, less than 40% in voting power of the stock of the Company entitled to vote generally in the election of directors, in addition to any vote required by applicable law, the affirmative vote of the holders of at least 662∕3% in voting power of all the then-outstanding shares of stock of the Company entitled to vote thereon, voting together as a single class, is required in order for the stockholders of the Company to alter, amend, repeal or rescind, in whole or in part, any provision of our Bylaws or to adopt any provision inconsistent therewith.

Article VI, Section (C) of our certificate of incorporation provides that at any time when KKR and Berkshire (as defined in our certificate of incorporation) beneficially own collectively, in the aggregate, less than 40% in voting power of the stock of the Company entitled to vote generally in the election of directors, in addition to any vote required by applicable

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~~law, directors may be removed from office only for cause and only by the affirmative vote of the holders of at least 66~~2∕3~~% in voting power of all the then-outstanding shares of stock of the Corporation entitled to vote thereon, voting together as a single class.~~

Article X, Section (B)(3) of our certificate of incorporation provides that the Company shall not engage in certain business combinations with any interested stockholder (as defined in the certificate of incorporation) for a period of three (3) years following the time that such stockholder became an interested stockholder, unless at or subsequent to such time, the business combination is approved by the Board and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 662∕3~~% of the outstanding voting stock of the Company that is not owned by the interested stockholder.~~

In addition, we are separately proposing to amend Article V to permit directors to be removed with or without cause. See Proposal 2 for more information. If Proposal 2 is not approved by our stockholders, directors will continue to be able to be removed only for cause.

~~Description of Proposal and Recommendation by the Board~~

After considering the advantages and disadvantages of the supermajority voting standards, including through discussions with our stockholders, the Board has determined it is in the best interests of the Company and our stockholders to amend our certificate of incorporation to eliminate the supermajority voting standards and other obsolete provisions described above. The Board has unanimously declared such amendments to be advisable and voted to recommend these amendments to the stockholders for adoption.

~~Impact of the Proposal—Majority Voting Standard~~

As a result, if the proposed amendments are adopted by our stockholders and implemented, the affirmative vote of a majority of the voting power of all the then-outstanding shares of stock of the Company entitled to vote thereon, voting together as a single class, as required pursuant to the Delaware General Corporation Law would be required for (i) any future amendment, alteration, change or repeal in any respect of any provision of our certificate of incorporation, (ii) any future amendment, alteration, change or repeal in any respect of any provision of our Bylaws by our stockholders, and (iii) the removal of directors from office by stockholders,.

In addition, if the proposed amendments are adopted by our stockholders and implemented, the Company would be prohibited from engaging in certain business combinations with any interested stockholder (as defined in the certificate of incorporation) for a period of three (3) years following the time that such stockholder became an interested stockholder, unless at or subsequent to such time, the business combination is approved by the Board and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of the holders of at least a majority of the voting power of all the then-outstanding shares of stock of the Company entitled to vote thereon that is not owned by the interested stockholder, voting together as a single class.

This voting standard would be in addition to any other vote of the holders of any class or series of capital stock of the Company required in our certificate of incorporation (including any preferred stock designation) or by applicable law.

~~The proposed amendments would also delete certain obsolete provisions in our certificate of incorporation relating to the prior equity ownership of KKR and Berkshire.~~

The proposed amendments to our certificate of incorporation described in Proposal 3 are attached to this proxy statement as Appendix C, with additions of text indicated by underlining and deletions of text indicated by strike-outs. If Proposal 3 is approved by our stockholders, the proposed amendments contained in Appendix C would become effective upon the filing of a Certificate of Amendment to our certificate of incorporation reflecting such amendments with the Secretary of State of the State of Delaware. In connection with the proposed amendments to our certificate of incorporation in Proposal 3, the Board has adopted conforming amendments to our Second Amended and Restated Bylaws that will become effective upon our filing of such Certificate of Amendment with the Secretary of State of the State of Delaware.

~~If stockholders adopt Proposal 3, we intend to file such Certificate of Amendment promptly following the Annual Meeting.~~

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~~EXECUTIVE COMPENSATION~~

~~PROPOSAL NO. 4—NON-BINDING ADVISORY VOTE ON EXECUTIVE COMPENSATION~~

		W~~hat~~ 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.
		V~~oting~~ R~~ecommendation~~. ~~Our Board of Directors recommends stockholders vote FOR the non-binding advisory vote to approve our named executive officer compensation.~~
		V~~ote~~ R~~equired~~. 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. 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.

Our stockholders are being asked to approve, in a non-binding advisory vote, the compensation of our named executive officers as disclosed 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. 4 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 the named executive officers presented in Compensation Discussion and Analysis on pages 30-40~~, the compensation tables and narrative discussion on pages~~ 42-49~~, and the discussion regarding the compensation committee on page~~ 41.

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~~EXECUTIVE COMPENSATION~~

~~Compensation Discussion and Analysis~~

~~Executive Summary~~

Our executive compensation program is designed to attract and retain a talented 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, 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 the fiscal year ended January 2, 2021. Our NEOs for fiscal 2020 were:

		~~Name~~				~~Position~~
		~~L. Reade Fahs~~				~~Chief Executive Officer and Director~~
		~~Patrick R. Moore~~				~~Senior Vice President, Chief Financial Officer~~
		~~Bill Clark~~				~~Senior Vice President, Chief People Officer~~
		~~Jared Brandman~~				~~Senior Vice President, General Counsel and Secretary~~
		~~Joan Blackwood~~				~~Senior Vice President, Chief Marketing Officer~~

The following information summarizes the Company’s 2020 performance and our key executive compensation actions and decisions. Additional information about these topics can be found in the Company’s 2020 Form 10-K and this proxy statement.

~~2020 Business Highlights~~

2020 was a challenging year with the outbreak of the COVID-19 global pandemic and the resulting impact on economic activity and businesses. Even with a year of unprecedented business challenges, we believe the Company has and continues to navigate through the pandemic and will emerge stronger and more resilient. With a safety-first approach in mind, we (1) prioritized the health and safety of our associates, doctors, patients and customers by closing our stores to the public for a period of time to implement enhanced safety protocols, (2) supported local health and government directives and guidance by implementing such protocols to assist in mitigating the spread of the pandemic at our stores and our corporate headquarters, and (3) served our patients and customers in a responsible and positive way by modifying our operations to comply with new public health guidelines and evolving customer expectations all while continuing to deliver low cost eye care and eyewear, a medical necessity, to the communities we serve.

Our Board and management team focused on responding appropriately to the pandemic and took certain operational and cost-cutting measures, as outlined below, to prioritize cash conservation and the prudent management of our business, while positioning the Company to safely conduct normal operations. Our fiscal 2020 compensation was consistent with our pay for performance and motivational philosophy and reflected the continued strength and resilience of our brand in challenging times.

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~~OUR COVID-19 ACTIONS~~

~~Operational~~

~~Liquidity~~

~~Compensation~~

✓

~~Temporarily closed stores to the public in part of 2020 to implement enhanced safety measures, including a temporary furlough of a significant portion of our associates during April and May 2020~~

✓

~~Worked with a base of vendors and landlords to extend payment terms and modify existing contracts~~

✓

~~Temporarily paused new store openings until the second quarter of 2020~~

✓

~~Reduced near term marketing spend~~

✓

~~Implemented enhanced safety protocols that allowed us to reopen our stores and continue servicing our patients and customers~~

✓

~~Borrowed remaining $146.3 million under revolving credit facility in March 2020 and fully repaid revolving credit facility in May 2020~~

✓

~~Completed the issuance of $402.5 million of 2.50% convertible senior notes in May 2020 and used net proceeds to partially repay term loan and fully repay revolving credit facility~~

✓

~~Granted one-time appreciation bonuses to customer-facing associates in third quarter 2020~~

✓

~~Granted additional holidays in fourth quarter 2020~~

✓

~~Continued to pay benefits for associates furloughed in response to pandemic~~

✓

~~Paid short-term incentive cash bonuses at target level for associates to reward their dedication and resiliency~~

Throughout the course of fiscal 2020, we maintained a focus on keeping our customers and associates safe and healthy. The dedication and resiliency of our associates allowed us to reopen our stores and continue servicing our customers. Considering our performance and achievement despite the extraordinary circumstances of this year, we believe fiscal 2020 was ultimately successful and we are well positioned to capitalize on future opportunities for the Company.

~~In fiscal 2020, we achieved healthy financial and operational results, despite the pandemic, including:~~

•

~~Net income increased 10.6% to $36.3 million~~

•

~~Adjusted EBITDA~~1 ~~increased 12.4% to $218.3 million~~

•

~~Adjusted Operating Income~~1 ~~increased 17.4% to $134.1 million~~

•

~~Overall store count grew 4.7%, and fiscal 2020 ended with 1,205 stores~~

•

~~Total comparable store sales growth for the seven months ended January 2, 2021 (after we began gradually re-opening stores to the public) was 13.1%, and Adjusted Comparable Store Sales Growth~~1 ~~for the seven months ended January 2, 2021 was 12.6%~~

•

~~Record operating cash flows increased from $165.1 million in 2019 to $235.0 million in 2020~~

•

~~Diluted EPS increased 9.1% to $0.44; Adjusted Diluted EPS~~1 ~~increased 21.9% to $0.91~~

•

~~Our cash balance was $373.9 million as of January 2, 2021~~

~~(1)~~ For an explanation of our non-GAAP financial measures and a reconciliation of Adjusted EBITDA, Adjusted Operating Income, Adjusted Comparable Store Sales Growth and Adjusted Diluted EPS to the most directly comparable GAAP measures, see Appendix A to this proxy statement.

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~~2020 Compensation Highlights~~

As outlined in the expense reduction initiatives highlighted above, our compensation committee, executive officers and board members took measures in 2020 to assist with the potential pandemic impact on the Company including:

•

~~A voluntary reduction in base salary by the Company’s CEO to $1 from March 29, 2020 to June 14, 2020.~~

•

~~A voluntary reduction in base salaries by the Company’s other executive officers, including all of the NEOs, by 30% from March 29, 2020 to June 7, 2020.~~

•

~~A voluntary election by the Company’s Board of Directors to forego their annual cash compensation for the second quarter of 2020.~~

The Company also focused on creating multiple resources for associates, including additional leave of absence and paid leave options, a payment of one-time appreciation bonuses to customer-facing associates, a grant of additional Company holidays in the fourth quarter of 2020 and paid benefits for associates furloughed in response to the pandemic.

Our 2020 compensation programs evolved to align with those found in 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:

•

~~Base Salary~~—In February 2020, the compensation committee approved executive officer salary increases ranging from 3% to 11%, to more closely align compensation opportunities with the competitive market. These increases were slated to take effect in April 2020, however, with the temporary closure of our stores due to the pandemic beginning in March 2020, our executive officers voluntarily elected to take a reduction in their base salaries to assist with cash preservation at that time. Upon reopening of our stores, our executive officers returned to full pay in June, and the previously approved salary increases became effective on July 5, 2020.

•

~~Annual Cash Incentive Plan~~—Annual incentive awards pay out between 0% and 200% of target, based on performance against our Adjusted EBITDA target. Based on Adjusted EBITDA performance of $230.5 million (as defined under the fiscal 2020 Short-Term Incentive Plan (“STIP”)), the fiscal 2020 STIP funded at 91.22% of target. The compensation committee considered the Company’s performance in 2020 in navigating the pandemic, including the strong performance following the temporary store closures which were reflected in third quarter

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2020 results (2,860% increase in net income compared to third quarter 2019, an Adjusted EBITDA increase of 89.3% and an Adjusted Operating Income increase of 160%) and fourth quarter 2020 results (795% increase in net income compared to fourth quarter 2019, an Adjusted EBITDA increase of 118% and an Adjusted Operating Income increase of 281%).1 With the strong performance of the Company in the second half of 2020, the compensation committee used discretion to increase the incentive payout of STIP for executive officers by 8.78% to equal 100% of STIP target. Please see additional information in the footnotes to the Summary Compensation Table and the Short-Term Incentive Plan section on page 36.

•

~~Long-Term Incentive Program~~—The compensation committee adjusted the long-term incentive program in February 2020 and approved a grant to each of our NEOs for time-vesting stock options, time-vesting restricted stock units (“RSUs”), and performance-based restricted stock units (“PSUs”). PSUs will vest between 0% and 200% of target, based on performance against a three-year Adjusted EBITDA growth target as defined within the PSU award agreement. The compensation committee did not approve any changes to the Long-Term Incentive Program in light of the pandemic.

•

~~Pay-for-Performance—National Vision is committed to aligning executive compensation to the Company’s performance. The charts below illustrate that the majority of our NEOs’ compensation is performance-based.~~

~~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:~~

•

~~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 business and performance goals.~~

•

~~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.~~

•

~~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, NEOs are subject to stock ownership guidelines that ensure they retain a significant portion of their vested equity awards.

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

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~~EXECUTIVE 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.

		~~What We Do:~~				~~What We Don’t Do:~~
		✓ ~~Pay for performance~~ ✓ ~~Maintain strong 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~~ ✓ ~~Provide market-level retirement benefits and limited perquisites~~ ✓ ~~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 post-IPO equity awards~~				✗ ~~No excise tax gross-ups upon a Change in Control~~ ✗ ~~No hedging of the Company’s stock by NEOs or directors~~ ✗ ~~No supplemental executive retirement plans~~ ✗ ~~No re-pricing of underwater stock options and no grants below 100% of fair market value without stockholder approval~~ ✗ ~~No significant perquisites for executive officers~~

~~Consideration of Say on Pay Votes~~. We are pleased that stockholders representing over 99% of the shares voted on the Say on Pay Proposal at the 2020 annual meeting expressed their support and approval of our NEO compensation described in our 2020 proxy statement. Following the compensation committee’s review and consideration of this stockholder support, as well as the other factors discussed in more detail in “—Our Annual Compensation-Setting Process” below, the compensation committee determined to make no changes to its executive compensation program as a direct result of stockholder feedback. During 2019, we established our stockholder engagement program and sought feedback from stockholders on a range of topics, including executive compensation. We continued our stockholder engagement program in 2020 and sought feedback from stockholders representing approximately 63% of the Company’s outstanding common stock. See Stockholder Engagement earlier in this proxy statement for a description of our program.

~~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 Short-Term Incentive Plan (“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 (“LTIP”), and reviewing and approving awards (including the terms and conditions of such awards) under the STIP and LTIP for all executive officers (other than the CEO).

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~~EXECUTIVE COMPENSATION~~

~~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. During the temporary closure of the Company’s stores in response to the pandemic in the spring of 2020, the independent members of the Board also discussed and approved the temporary voluntary reductions in base salaries for the CEO and other executive officers until such time as it was determined to re-instate such salaries at their prior levels based on the Company’s performance once stores were safely re-opened in June.

~~Role of Management~~

In setting executive compensation for 2020, our CEO and our Chief People Officer worked closely with the compensation committee in managing the executive compensation program, along with gathering information for and attending meetings of the compensation committee. Our CEO made 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 provided input in discussions regarding the development of annual Company performance goals for which annual incentive payouts under our STIP and PSU awards under LTIP could be earned. Additionally, during this uniquely challenging year, our executive officers and the CEO worked closely with the independent members of the Board and kept them up to date with respect to executive officer voluntary salary reductions as Company stores were temporarily closed to the public and significant portion of employees were furloughed for the same time period.

~~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 2020 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 September 2019. The external market data reviewed included proxy data from the peer group companies described below and retail industry survey data. The peer group reflects a mix of industries that together represent our business and scope of operations (as measured by annual revenue, market capitalization and number of employees). At the time of the selection of the peer group, the Company was near the 43rd percentile of the peer group in revenue and 37th percentile in market capitalization. We believe it is appropriate for the peer group to reflect both the retail component as well as the health care aspects of our business. The data from the peer group below was reviewed in connection with compensation decisions for 2020. The peer group consisted of the following 15 companies:

~~Align Technology, Inc.~~
~~At Home Group, Inc.~~
~~Caleres, Inc.~~
~~Columbia Sportswear Co.~~
~~Dentsply Sirona Inc.~~
~~Five Below, Inc.~~
~~Floor & Decor Holdings, Inc.~~
~~ICU Medical, Inc.~~

~~Merit Medical Systems, Inc.~~
~~Ollie’s Bargain Outlet Holdings, Inc.~~
~~Oxford Industries, Inc.~~
~~Surgery Partners Inc.~~
~~The Container Store Group, Inc.~~
~~The Cooper Companies, Inc.~~
~~West Pharmaceutical Services, Inc.~~

As more fully described below under “—Compensation Elements,” the compensation committee reviewed the compensation data provided by Meridian and set total compensation for our NEOs accordingly. The compensation committee did not

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~~EXECUTIVE COMPENSATION~~

~~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.~~

~~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 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, annual incentive and annual long-term incentive targets) 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 fixed level of 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 2020 as outlined below.

Named Executive Officer
2019
Base Salary

Percentage
Increase

2020
Base Salary

Original
Effective
Date for
Base Salary
Increase

Actual
Effective
Date for
Base Salary
Increase

L. Reade Fahs $ 927,000 3.0% $ 955,000 April 2020 July 2020
Patrick R. Moore $ 450,000 11.1% $ 500,000 April 2020 July 2020
Bill Clark $ 320,000 9.3% $ 350,000 April 2020 July 2020
Jared Brandman $ 300,000 16.7% $ 350,000 — January 2020
Joan Blackwood $ 320,000 — $ 320,000 — —

As reflected in the table above, in December 2019, the compensation committee approved an adjustment to the base salary of Mr. Brandman from $300,000 to $350,000 effective January 2020 to reflect his role change to General Counsel and Corporate Secretary earlier in 2019. The compensation committee also approved a salary of $320,000 for Ms. Blackwood when she joined the Company in December 2019. In February 2020, the compensation committee approved adjustments to the base salaries of Messrs. Fahs, Moore and Clark, which were intended to be effective in April 2020.

However, on March 25, 2020, in light of the unprecedented impact of COVID-19 and the Company’s temporary closure of its stores to the public, the independent members of the Board also discussed and approved the voluntary reduction in base salaries for the NEOs by 30% and a reduction in the base salary for the CEO to $1. Upon the reopening of the Company’s stores, our executive officers returned to full pay in June 2020 and the previously approved salary increases became effective on July 5, 2020. Eligible associates who were impacted with a salary reduction or delayed salary increase due to the pandemic in spring 2020 also received salary increases effective in July 2020.

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

In fiscal year 2020, our executives participated in the STIP, which is an 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.

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~~EXECUTIVE COMPENSATION~~

We believe that tying NEO bonuses to Company performance goals encourages collaboration across the executive leadership team. For fiscal 2020, STIP awards were based on achievement of a STIP Adjusted EBITDA goal (with Adjusted EBITDA as defined on Appendix A plus STIP expense and change in the margin on unearned revenue). In addition, beginning with the STIP and LTIP awards granted in fiscal 2020, the Company updated its definition of certain non-GAAP measures, including Adjusted EBITDA. Adjusted EBITDA no longer excludes new store pre-opening expenses and non-cash rent. The compensation committee has reserved the ability to adjust the actual Adjusted EBITDA results to exclude the effects of unplanned or unusual items (whether favorable or unfavorable).

The compensation committee approved the STIP design, targets and Adjusted EBITDA goal in February 2020 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 targets ranging from 50% to 100% for 2020. Actual STIP awards were calculated by multiplying each NEO’s base salary by his or her payout percentage. For 2020, 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:

STIP Adjusted EBITDA(1)
($million)

Payout
(% of Target)

Maximum $ 255.7 200%
Target $ 234.6 100%
Threshold $ 211.1 50%
Actual $ 230.5 91.22%

~~(1)~~

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

~~For performance percentages between the specified threshold, target, and maximum levels, payouts were interpolated on a straight-line basis.~~

~~For fiscal 2020, the Company’s STIP Adjusted EBITDA achieved was $230.5 million, resulting in a formulaic payout percentage of 91.22%.~~

Pursuant to the STIP, the compensation committee has the ability to exercise positive or negative discretion and award a greater or lesser amount to our NEOs than the amount determined by the scale above if it determines that circumstances so warrant. The committee took into account the Company’s performance during an unprecedented and challenging year, especially the strong performance following the temporary store closures which were reflected in third quarter and fourth quarter 2020 results. As part of those considerations, the compensation committee used discretion to increase the incentive payout of STIP for executive officers by up to 8.78% to equal payment at 100% of STIP target. A discretionary bonus to provide a target STIP payout was also made to all eligible non-executive officer associates.

The NEOs earned STIP awards for fiscal 2020 as follows, which are included in the “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table” later in this proxy statement. The discretionary bonus payments are outlined in the STIP awards table below and are included in the “Bonus” column of the “Summary Compensation Table” later in this proxy statement.

Named Executive Officer
2020
Base
Salary as
of July 5,
2020

Target STIP
(as a
Percentage
of Base
Salary)

Achievement
Factor as a
Percentage of
Base Salary

Discretionary
Bonus (as a
Percentage
of Base
Salary)(1)

Final
STIP Payout
(as a percentage
of Base Salary)

Final
STIP
Payout
Amount

L. Reade Fahs $ 955,000 100% 91.22% 8.78% 100% $ 955,000
Patrick R. Moore $ 500,000 65% 59.29% 5.71% 65% $ 325,000
Bill Clark $ 350,000 50% 45.61% 4.39% 50% $ 175,000
Jared Brandman $ 350,000 50% 45.61% 4.39% 50% $ 175,000
Joan Blackwood $ 320,000 50% 45.61% 4.39% 50% $ 160,000

~~(1)~~

~~The discretionary bonus noted above is disclosed in the Bonus column of the Summary Compensation Table.~~

~~Long-Term Incentive Program~~

In connection with our IPO, our Board of Directors adopted, and our stockholders approved, the National Vision Holdings, Inc. 2017 Omnibus Incentive Plan (the “2017 Omnibus Plan”). The 2017 Omnibus Plan replaced the 2014

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Stock Incentive Plan for Key Employees of Nautilus Parent, Inc. and its Subsidiaries (the “2014 Stock Plan,” and together with the 2017 Omnibus Plan, the “Equity Incentive Plans”). The purpose of our 2017 Omnibus Plan is to provide a means through which to attract and retain key personnel and to provide a means whereby our directors, officers, employees, consultants and advisors can acquire and maintain an equity interest in the Company, or be paid incentive compensation, including incentive compensation measured by reference to the value of our common stock, thereby strengthening their commitment to the Company’s long-term success and aligning their interests with those of our stockholders.

~~2020 LTIP Awards~~

In February 2020, following an 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”). As part of our normal annual compensation cycle, all of our NEOs were granted the following awards under the 2017 Omnibus Plan: (1) time-vesting stock options (representing 25% of the total target value of fiscal 2020 LTIP awards for each NEO), (2) performance-vesting restricted stock units (“PSUs”) (representing 50% of the total target value of fiscal 2020 LTIP awards for each NEO), and (3) time-vesting restricted stock units (“RSUs”) (representing the remaining 25% of the total target value of fiscal 2020 LTIP awards for each NEO).

~~The following table reflects the target grant value and division of stock options, PSUs and RSUs granted to each NEO in February 2020.~~

Named Executive Officer
Target
Grant Value
($)

Time-Vesting
Stock Options
(#)

Performance-Vesting
Restricted Stock Units
(PSUs)
(#)

Time-Vesting
Restricted Stock
Units (RSUs)
(#)

L. Reade Fahs $ 2,250,000 41,089 32,310 16,155
Patrick R. Moore $ 1,000,000 18,262 14,360 7,180
Bill Clark $ 320,000 5,844 4,596 2,298
Jared Brandman $ 250,000 4,566 3,590 1,795
Joan Blackwood $ 250,000 4,566 3,590 1,795

~~2020 Stock Option Awards~~. The options granted in fiscal 2020 vest in three equal annual installments, with one-third of the total number of shares underlying the options vesting on each of the first, second, and third anniversaries of February 28, 2020, subject to the executive’s continued employment through the applicable vesting date.

~~2020 PSU Awards~~. PSU awards are earned over a three-year performance period and are conditioned on the Company’s achievement of certain Adjusted EBITDA growth targets, as set forth in the PSU award agreement. Vesting is based on an achievement factor which, in each case, ranges from a 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. PSU performance goals and the target awards for our executive officers are established each February, shortly after the beginning of the fiscal year. The PSU awards granted in fiscal 2020 will be settled after the end of the respective three-year performance period, which began on the first day of our 2020 fiscal year and ends on the last day of our 2022 fiscal year. Beginning with the STIP and LTIP awards granted in fiscal 2020, the Company has updated its definition of Adjusted EBITDA, which will no longer exclude new store pre-opening expenses and non-cash rent. As a note, the 2019 PSUs remain subject to the prior definition of Adjusted EBITDA. These definitions are set forth in Appendix A to this proxy statement.

~~2020 RSU Awards~~. The RSUs granted in fiscal 2020 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 February 28, 2020, subject to the executive’s continued employment through the applicable vesting period.

~~Management Stockholder’s Agreement~~

Each of our NEOs, other than Mr. Clark and Ms. Blackwood, is party to a Management Stockholder’s Agreement with the Company. The Management Stockholder’s Agreement, along with an applicable option agreement, generally govern each such NEO’s rights with respect to shares of common stock of the Company held by such NEO prior to our IPO, including such NEO’s stock option awards and contain certain rights and obligations of the parties thereto. The pre-IPO options are subject to certain put and call rights pursuant to the Management Stockholder’s Agreement.

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~~EXECUTIVE COMPENSATION~~

~~Changes for 2021 STIP and LTIP Awards~~

For fiscal 2021, the compensation committee has approved new performance metrics for the STIP and LTIP awards under the 2017 Omnibus Plan. The 2021 STIP awards are based off Adjusted Operating Income instead of Adjusted EBITDA, which was the metric used in prior years. We moved to Adjusted Operating Income for the STIP following the introduction of this non-GAAP measure in our Fiscal 2020 Outlook, as it reflects our profits, excluding interest and taxes, is a common profitability measure for companies, and injects heightened accountability for sound investment decisions and returns on those investments by our executives. Adjusted Operating Income under the STIP is defined as net income (loss), plus interest expense and income tax provision (benefit), further adjusted to exclude stock compensation expense, loss on extinguishment of debt, asset impairment, litigation settlement, secondary offering expenses, management realignment expenses, long-term incentive plan expenses, amortization of acquisition intangibles, and other expenses.

The LTIP awards granted in 2021 include the same vehicle mix as in 2020 of 25% time-based stock options, 50% PSUs and the remaining 25% in time-based RSUs. For fiscal 2021, the compensation committee approved new performance metrics for the PSUs. The 2021 PSUs will be based off two performance growth measures, Adjusted Operating Income and return on invested capital (ROIC), which will be weighted, 75% and 25%, respectively, for the three year performance period. As described above, Adjusted Operating Income is a common profitability measure. ROIC is a standard measure of a company’s ability to produce profitable return on all aspects of investment necessary to generate those returns and is a key measure for investor assessment of company performance.

The compensation committee took into account feedback from stockholders and the evolution of our public reporting and fiscal outlook measures in transitioning to these new performance metrics for our 2021 awards.

~~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 are eligible to 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 its executives in order to offer competitive total compensation packages and to be competitive in the Company’s executive attraction and retention efforts. On December 11, 2018, the Board of Directors adopted and approved the National Vision Holdings, Inc. Executive Severance Plan (the “Executive Severance Plan”), which replaced our prior severance plan. 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 the (i) executive’s execution and non-revocation of a release of claims in favor of the Company and (ii) 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.

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~~Restrictive Covenants~~

In addition, our NEOs have agreed 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 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 Ms. Blackwood for twelve months after termination.

~~Stock Ownership Guidelines~~

Our Board of Directors adopted stock ownership guidelines (the “Guidelines”) applicable to our executive officers. 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.~~

Shares that count toward these ownership guidelines include shares owned outright, shares held in the Company’s 401(k) or other retirement plan, shares of time-based restricted stock (whether vested or unvested) and vested stock options issued prior to the Company’s IPO. The retention requirement applies to all prior and future grants. As of the January 2, 2021, 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.

~~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~~ 20.

~~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~~

Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”) generally disallows tax deductions to publicly-held companies for individual compensation over $1 million paid to certain executive officers in a taxable year. Historically, compensation above $1 million could be deducted if it was considered “performance-based compensation” within the meaning of the Code, but as a result of tax legislation enacted at the end of 2017, this exemption is no longer available. The Company may award compensation that is not exempt from the deduction limits of 162(m).

40 ~~2021 Proxy Statement~~

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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 January 2, 2021, December 28, 2019 and December 29, 2018.

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
2020 743,827 83,849 1,687,551 562,508 871,151 — 27,442 3,976,328
2019 919,211 — 1,125,024 1,125,001 1,281,776 — 36,815 4,487,827
2018 900,000 — — — 688,635 — 14,035 1,602,670

Patrick R. Moore
Senior Vice
President and Chief
Financial Officer
2020 447,115 28,550 750,023 250,007 296,450 — 7,287 1,779,432
2019 444,231 — 600,031 300,014 371,669 — 8,153 1,724,098
2018 421,923 — — — 161,418 — 7,404 590,745

Bill Clark(1)
Senior Vice President, Chief People Officer
2020 315,385 15,365 240,049 80,004 159,635 — 7,375 817,813
2019 171,077 50,000 550,027 250,005 119,278 — 162,646 1,303,033

Jared Brandman(1)
Senior Vice
President, General
Counsel and
Secretary
2020 328,462 15,365 187,506 62,509 159,635 — 6,809 760,286
2019 298,915 — 425,031 125,008 208,409 — 5,550 1,062,913

Joan Blackwood(1)
Senior Vice President, Chief Marketing Officer
2020 �� 302,769 14,048 187,506 62,509 145,952 — 35,074 747,858

~~(1)~~

~~Mr. Clark joined the Company in June 2019, Mr. Brandman was appointed as an executive officer at the Company effective February 2019, and Ms. Blackwood joined the Company in December 2019.~~

~~(2)~~

The Salary column reflects salaries paid in the years indicated to each of the NEOs. In 2020, each of our NEOs, other than the CEO, reduced their base salaries by 30% from March 29, 2020 until June 7, 2020 due to the pandemic-related temporary store closures. Our CEO reduced his base salary by nearly 100% cutting it to $1 from March 29, 2020 until June 14, 2020. Salary increases, if any, for each year are generally approved in February and effective in April of that year or in connection with a NEO’s promotion. In 2020, all salary increases approved in February were delayed until July 5, 2020.

~~(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 to be paid out at the 2020 Target STIP amount. See the “Annual Cash Incentive Program” in the Compensation Discussion and Analysis section above for further information. The 2019 amount for Mr. Clark represents his cash sign-on bonuses.

~~(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, RSUs, one-time 2019 special retention RSU awards and 2019 sign-on awards of 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 2020 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 Company performance and the change in our stock price over time.

For PSU awards granted in February 2020 to Messrs. Fahs, Moore, Clark, Brandman and Ms. Blackwood, the maximum shares payable and the grant date value assuming maximum performance are 64,620 or $2,250,068; 28,720 or $1,000,030; 9,192 or $320,065; 7,180 or $250,008; and 7,180 or $250,008, respectively.

~~(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 2020 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.

~~(6)~~

The Non-Equity Incentive Plan Compensation column reflects the cash bonus awarded 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. The cash bonuses under the 2020 STIP were earned at 91.22% of 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 2020 Grants of Plan-Based Awards table.

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~~(7)~~

~~All Other Compensation for 2020 included:~~

NEO
Employer
401(k) Matching
Contributions
($)(a)

Life
Insurance
Premiums
($)(b)

Disability
and AD&D
Insurance
Premiums
($)(c)

Other
($)(d)

Total
($)

L. Reade Fahs 11,157 648 3,237 12,400 27,442
Patrick R. Moore 5,798 648 841 — 7,287
Bill Clark 5,874 659 841 — 7,375
Jared Brandman 4,116 659 2,035 — 6,809
Joan Blackwood 2,585 548 2,299 29,642 35,074

~~(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 two times base salary up to $500,000.~~

~~(c)~~

~~(d)~~

~~This column reflects $4,000 for YPO membership and $8,400 for reasonable cost of tax accounting services for Mr. Fahs, and fees paid for Ms. Blackwood’s taxable relocation expenses.~~

~~2020 Grants of Plan-Based Awards~~

~~The following table sets forth information concerning NEO grants of plan-based awards during the fiscal year ended January 2, 2021.~~

NEO Grant Date
Estimated Possible
Payouts Under Non-Equity
Incentive Plan Awards(1)

Estimated Possible
Payouts Under Equity
Incentive Plan Awards(2)

All Other
Stock
Awards:
Number of
Shares or
Stock
Units
(#)(3)

All Other
Option
Award:
Number of
Securities
Underlying
Options
(#)(4)

Exercise or
Base
Price of
Option
Awards
($/Sh)

Grant Date
Fair Value
of Award
($)(5)

Threshold
($)

Target
($)

Maximum
($)

Threshold
(#)

Target
(#)

Maximum
(#)

L. Reade Fahs 477,500 955,000 1,910,000
2/28/2020 16,155 32,310 64,620 1,125,034
2/28/2020 16,155 562,517
2/28/2020 41,089 34.82 562,508
Patrick R. Moore 162,500 325,000 650,000
2/28/2020 7,180 14,360 28,720 500,515
2/28/2020 7,180 250,008
2/28/2020 18,262 34.82 250,007
Bill Clark 87,500 175,000 350,000
2/28/2020 2,298 4,596 9,192 160,033
2/28/2020 2,298 80,016
2/28/2020 5,844 34.82 80,004
Jared Brandman 87,500 175,000 350,000
2/28/2020 1,795 3,590 7,180 125,004
2/28/2020 1,795 62,502
2/28/2020 4,566 34.82 62,509
Joan Blackwood 80,000 160,000 320,000
2/28/2020 1,795 3,590 7,180 125,004
2/28/2020 1,795 62,502
2/28/2020 4,566 34.82 62,509

~~(1)~~

Reflects the possible payouts of cash incentive compensation under the STIP. See “Annual Cash Incentive Program” in the Compensation Discussion and Analysis section above for a description of the STIP. Potential payouts under the STIP were based on performance in 2020 and resulted in a payout percentage of 91.22%. The actual amounts paid are described in the “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table.”

~~(2)~~

Reflects the number of PSUs granted in 2020 to the NEOs under the LTIP. The target number of shares in the table for the PSUs reflects the number of shares that will be awarded if, for the PSUs granted in February 2020, the three-year total performance

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conditions are met at the target level. Actual shares, if any, will be awarded in February 2023 and may range from 50% to 200% of the target. See “2020 PSU Awards” in the Compensation Discussion and Analysis section above for additional information on the PSUs. For PSU awards granted in February 2020 to Messrs. Fahs, Moore, Clark, the grant date value of the PSUs assuming minimum, or target, or maximum performance are $562,515 or, $1,125,035, or $2,250,068; $250,008, or $500,015, or $1,000,030; $80,016, or $160,033, or $320,065 respectively. The grant date value of the PSUs assuming minimum, or target, or maximum performance for Mr. Brandman and Ms. Blackwood are $62,502, or $125,004, or $250,008.

~~(3)~~

Reflects the number of time-based RSUs granted to NEOs under the LTIP. The RSUs generally vest over a three-year period, with one-third of the total number of shares underlying the RSUs vesting on each of the first, second and third anniversaries of the February 28, 2020 grant date, subject to the executive’s continued employment through the applicable vesting date.

~~(4)~~

~~Reflects the number of stock options granted in 2020. See “2020 Option Awards” in the Compensation Discussion and Analysis section above for additional information on the 2020 stock option awards.~~

~~(5)~~

Reflects the grant date fair value of awards of PSUs, RSUs, and stock options granted to each of the NEOs in 2020 under FASB ASC Topic 18. The grant date fair values are calculated, using the NASDAQ closing price of our common stock on the date of grant for PSUs and RSUs and the Black-Scholes option pricing model for stock options. The grant date fair value of the PSUs, which have performance conditions, are computed based on the probable outcome of the performance condition as of the grant date for the award.

44 ~~2021 Proxy Statement~~

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~~Outstanding Equity Awards at 2020 Fiscal Year End~~

~~The following table sets forth information regarding outstanding equity awards held by our NEOs as of January 2, 2021.~~

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 3/13/2014 976,470 4.27 9/16/2024
3/1/2019 26,371 52,743 35.19 3/1/2029
3/1/2019 31,970 1,447,921
2/28/2020 41,089 34.82 2/28/2030
2/28/2020 32,310 1,463,320
2/28/2020 16,155 731,660
Patrick R. Moore 9/16/2014 21,360 7.25 9/16/2024
9/16/2014 64,080 4.27 9/16/2024
10/25/2017 92,443 22.00 10/25/2027
3/1/2019 7,032 14,066 35.19 3/1/2029
3/1/2019 8,526 386,143
11/18/2019 10,977 497,148
2/28/2020 18,262 34.82 2/28/2030
2/28/2020 14,360 650,364
2/28/2020 7,180 325,182
Bill Clark 6/11/2019 7,876 15,754 28.48 6/11/2029
6/11/2019 8,779 397,601
11/18/2019 10,977 497,148
2/28/2020 0 5,844 34.82 2/28/2030 4,596 208,153
2/28/2020 2,298 104,076
Jared Brandman 8/14/2017 53,236 16,274 15.74 8/14/2027
3/1/2019 2,930 5,861 35.19 3/1/2029
3/1/2019 3,553 160,915
11/18/2019 10,977 497,148
2/28/2020 0 4,566 34.82 2/28/2030 1,795 81,296
2/28/2020 3,590 162,591
Joan Blackwood 12/9/2019 5,487 248,506
2/28/2020 1,795 81,296
2/28/2020 3,590 162,591
2/28/2020 0 4,566 34.82 2/28/2030

~~(1)~~

The numbers in this column represent unvested outstanding time-based options. The pre-IPO options granted to Mr. Brandman vest as to 20% of the shares subject to such option on each anniversary of the grant date, subject to continued employment through the applicable vesting date. The time-based options granted to NEOs in 2019 and 2020 will vest in three substantially equal installments on each of the first, second and third anniversaries of the grant date, subject to continued employment through the applicable vesting date. Vesting of time-based options will be accelerated upon a change in control that occurs while the executive is still employed by us, as described under “Potential Payments upon Termination or Change in Control” below.

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~~(2)~~

The expiration date shown is the normal expiration date occurring on the tenth anniversary of the grant date. Options may terminate earlier in certain circumstances, such as in connection with a NEO’s termination of employment or in connection with certain corporate transactions, including a change in control of the Company.

~~(3)~~

The numbers in this column represent unvested outstanding time-based RSUs. The RSUs granted in 2019 will vest in three installments over four years, one-half on the second anniversary of the grant date and one-quarter on each of the third and fourth anniversaries of the grant date, subject to continued employment through the applicable vesting date. The RSUs granted in 2020 will vest in three annual installments on the anniversary date of the grant. Ms. Blackwood’s special sign-on 2019 RSUs vest in three annual installments on the anniversary date of the grant.

~~(4)~~

~~The market value is based on the NASDAQ closing price on December 31, 2020.~~

~~(5)~~

The numbers in this column represent unvested outstanding PSUs. The PSUs granted in 2019 and 2020 will vest on the third anniversary of the grant date based on the Company’s achievement of certain Adjusted EBITDA growth targets, as set forth in each of the 2019 and 2020 PSU award agreement. The actual value of the PSUs that become vested based on the performance measure (Adjusted EBITDA growth) is based on an achievement factor which, in each case, ranges from a 50% payout for threshold performance, to 100% for target performance, to 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. Mr. Clark also received a special sign-on equity award when he joined the Company.

~~2020 Option Exercises and Stock Vested~~

~~The following table provides information regarding options exercised by and stock vested for the NEOs during the fiscal year ended January 2, 2021.~~

Name Option Awards Restricted Stock Units

Number of
Shares Acquired
on Exercise
(#)

Value Realized
on Exercise
($)(1)

Number of
Shares Acquired
on Vesting
(#)

Value Realized
on Vesting
($)(2)

L. Reade Fahs — — — —
Patrick R. Moore 58,161 2,495,113 — —
Bill Clark — — — —
Jared Brandman — — — —
Joan Blackwood — — 2,743 127,165

~~(1)~~

~~Represents the difference between the fair market value of the shares acquired on the exercise date and the exercise price of the options, multiplied by the number of options exercised.~~

~~(2)~~

~~Represents the fair market value of the RSUs on the vesting date.~~

~~2020 Pension Benefits~~

~~We have no defined benefit pension plans for our executive officers.~~

~~2020 Non-Qualified Deferred Compensation~~

~~We have no non-qualified defined contribution or other non-qualified deferred compensation plans for our executive officers.~~

~~Potential Payments upon Termination or Change in Control~~

~~Executive Severance Plan~~

The Executive Severance Plan provides for severance payments and benefits to eligible employees, 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, and each of which we refer to as a Qualifying Termination). In the event of a Qualifying Termination of employment, the Executive Severance Plan provides, in addition to certain accrued obligations, for the following payments and benefits:

•

~~A lump-sum pro-rata bonus for the year of termination of employment, based on actual performance;~~

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•

An amount equal to the sum of the executive’s (x) annual base salary and (y) bonus based on target performance, which we refer to collectively as the cash severance amount, times the multiplier applicable to such executive, which is 2.0 for Mr. Fahs, 1.5 for Messrs. Moore and Brandman, and 1.0 for Mr. Clark and Ms. Blackwood, payable over a period of 24 months for Mr. Fahs, 18 months for Messrs. Moore and Brandman, and 12 months for Mr. Clark and Ms. Blackwood; and

•

In addition, upon a Qualifying Termination that occurs within the two-year period following a change in control (as defined in the Executive Severance Plan), the Executive Severance Plan provides, in addition to certain accrued obligations, for the following payments and benefits:

•

~~A lump-sum pro-rata bonus for the year of termination of employment, based on target performance;~~

•

The cash severance amount, times the multiplier applicable to such executive, which is 2.5 for Mr. Fahs, 2.0 for Messrs. Moore and Brandman, and 1.5 for Mr. Clark and Ms. Blackwood, payable in a lump sum within 60 days following the covered termination;

•

~~The welfare benefit for a period of 30 months for Mr. Fahs, 24 months for Messrs. Moore and Brandman, and 18 months for Mr. Clark and Ms. Blackwood; and~~

•

~~Payment of, or reimbursement for, up to $20,000 in outplacement services within the six-month period following termination of employment.~~

Any outstanding awards granted to NEOs under the Company’s equity plans will vest in accordance with the terms of the respective Equity Plan and the applicable award agreement, as detailed further below.

Payments and benefits under the Executive Severance Plan are subject to (i) the executive’s execution and non-revocation of a release of claims in favor of the Company and (ii) continued compliance with the executive’s confidentiality, non-interference and invention assignment obligations to the Company.

~~2019 and 2020 Options~~

~~Effect of Change in Control on Vesting.~~ Upon a Qualifying Termination within the two-year period following a change in control (as defined in the 2017 Omnibus Plan), unvested time-based options would become immediately vested and exercisable. Vested and exercisable options will remain exercisable until the earlier of 90 days from the termination date or the expiration of the option period, as defined in the grant agreement.

~~Effect of Death or Disability on Vesting.~~ Upon a termination of a NEO’s employment with the Company by reason of death or disability, unvested time-based options will become vested and exercisable. Vested and exercisable options will remain exercisable until the earlier of one year from the termination date or the expiration of the option period, as defined in the grant agreement.

~~Effect of Qualifying Termination or Retirement on Vesting.~~ Upon a termination of a NEO’s employment with the Company without cause or by the executive for good reason (as defined in the 2017 Plan), a pro rata portion of the options that would have vested on the next vesting date following the termination date would become immediately vested and exercisable. Vested and exercisable options will remain exercisable until the earlier of 90 days from the termination date or the expiration of the option period, as defined in the grant agreement.

~~Effect of Other Terminations of Employment.~~ Except as set forth above with respect to the effect of death, disability, retirement or a Qualifying Termination on vesting of time-based options, unvested options will not become vested and exercisable following termination of employment with us for any reason and any option that is unvested as of the date of termination of employment will immediately expire. Vested and exercisable options will remain exercisable until the earlier of 90 days from the termination date or the expiration of the option period, as defined in the grant agreement.

~~Performance Stock Units~~

~~Effect of Change in Control on Vesting.~~ Upon a change in control (as defined in the 2017 Omnibus Plan), unvested PSUs will be converted into time-based restricted stock equal to the greater of the target number of PSUs or the number of PSUs that would have been earned based on the actual performance as of the date of the change in

~~2021 Proxy Statement~~ 47

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~~EXECUTIVE COMPENSATION~~

control. If a successor does not assume, convert, or replace the award in connection with the change in control, or upon a Qualifying Termination within the two-year period following a change in control, the converted award would become fully vested.

~~Effect of Death or Disability on Vesting.~~ ~~Upon a termination of a NEO’s employment with the Company by reason of death or disability, the outstanding and unvested PSUs would become vested assuming a payout at 100% of the target award.~~

~~Effect of Qualifying Termination on Vesting.~~ Upon a Qualifying Termination of a NEO’s employment with the Company without cause or by the executive for good reason (as defined in the 2017 Omnibus Plan), subject to compliance with applicable restrictive covenants during the performance period, a pro rata portion of the PSUs will remain outstanding and eligible to vest based on actual performance on the last day of the performance period.

~~Effect of Retirement on Vesting: Upon retirement of a NEO, unvested PSUs will not become vested and any PSU that is unvested as of the date of termination of employment or retirement will immediately be forfeited.~~

~~Effect of Other Terminations of Employment.~~ Except as set forth above with respect to the effect of death or disability on vesting of PSUs, unvested PSUs will not become vested following termination of employment with us for any reason, and any PSU that is unvested as of the date of termination of employment will immediately be forfeited.

~~Restricted Stock Units~~

~~Effect of Change in Control on Vesting.~~ ~~Upon a Qualifying Termination within the two-year period following a change in control (as defined in the 2017 Omnibus Plan), unvested time-based RSUs would become vested.~~

~~Effect of Death or Disability on Vesting.~~ ~~Upon a termination of a NEO’s employment with the Company by reason of death or disability, unvested time-based RSUs would become vested.~~

~~Effect of Qualifying Termination on Vesting.~~ Upon a Qualifying Termination of a NEO’s employment with the Company without cause or by the executive for good reason (as defined in the 2017 Omnibus Plan), a pro rata portion of the RSUs that would have vested on the next vesting date following the termination date would become vested.

~~Effect of Other Terminations of Employment.~~ Except as set forth above with respect to the effect of death, disability, or a Qualifying Termination on vesting of time-based RSUs, unvested RSUs will not become vested following termination of employment with us for any reason and any RSU that is unvested as of the date of termination of employment will immediately be forfeited.

~~Quantification of Payments upon Termination or Change in Control~~

The following table lists the payments and benefits that would have been triggered for each of our NEOs under the circumstances described below assuming that the applicable triggering event occurred on January 2, 2021. Consistent with SEC requirements, these estimated amounts have been calculated as if the NEO’s employment had been terminated as of January 2, 2021, the last day of fiscal 2020, and using the closing market price of our common stock on December 31, 2020, the last trading day in fiscal 2020 ($45.29 per share). For purposes of this section, we have assumed that (1) we do not exercise any discretion to accelerate the vesting of outstanding options in connection with a change in control, and (2) the value of any stock options that may be accelerated is equal to the full value of such awards (i.e., the full “spread” value for stock options as of January 2, 2021).

48 ~~2021 Proxy Statement~~

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~~EXECUTIVE COMPENSATION~~

NEO
Severance
Benefit
($)(1)

Continuation
of Health
Benefits
($)(2)

Stock
Options
($)(3)

Performance
Stock Units
($)(4)

Restricted
Stock Units
($)(5)

L. Reade Fahs
Qualifying Termination of Employment
Change in Control
Termination Upon Death or Disability

3,820,000 2,351 346,153 — 206,468
4,795,000 2,939 962,906 1,531,662 731,660
— — 962,906 2,911,241 731,660

Patrick R. Moore
Qualifying Termination of Employment
Change in Control
Termination Upon Death or Disability

1,237,500 — 113,896 — 371,627
1,670,000 — 333,270 487,750 822,331
— — 333,270 1,036,507 822,331

Bill Clark
Qualifying Termination of Employment
Change in Control
Termination Upon Death or Disability

525,000 34,308 91,998 — 309,245
807,500 45,744 326,011 316,385 601,225
— — 326,011 605,754 601,225

Jared Brandman
Qualifying Termination of Employment
Change in Control
Termination Upon Death or Disability

787,500 22,872 131,348 — 302,804
1,070,000 34,308 587,889 170,211 578,444
— — 587,889 323,506 578,444

Joan Blackwood
Qualifying Termination of Employment
Change in Control
Termination Upon Death or Disability

480,000 22,872 13,490 — 31,431
740,000 34,308 47,806 49,552 329,802
— — 47,806 162,591 329,802

~~(1)~~

Amounts reported for Messrs. Fahs, Moore, Brandman and Clark and Ms. Blackwood represent (i) upon a Qualifying Termination of employment (A) a lump-sum pro-rata bonus for the year of termination, based on actual performance and (B) the cash severance amount, times the multiplier applicable to such executive (2.0 for Mr. Fahs; 1.5 for Messrs. Moore and Brandman; 1.0 for Mr. Clark and Ms. Blackwood), payable over 24 months (Mr. Fahs), 18 months (Messrs. Moore and Brandman) and 12 months (Mr. Clark and Ms. Blackwood) and (ii) upon a Qualifying Termination of employment in the two-year period following a change in control (A) a lump-sum pro-rata bonus for the year of termination, based on target performance, (B) the cash severance amount, times the multiplier applicable to such executive (2.5 for Mr. Fahs; 2.0 for Messrs. Moore and Brandman; 1.5 for Mr. Clark and Ms. Blackwood), payable over 30 months (Mr. Fahs), 24 months (Messrs. Moore and Brandman,) and 18 months (Mr. Clark and Ms. Blackwood) and (C) payment of, or reimbursement for, up to $20,000 in outplacement services within the six-month period following termination of employment.

~~(2)~~

The amounts reported represent the cost of providing each applicable NEO with the welfare benefit (i) upon a Qualifying Termination of employment, for 24 months (Mr. Fahs), 18 months (Messrs. Moore and Brandman), and 12 months (Mr. Clark and Ms. Blackwood) and (ii) upon a Qualifying Termination of employment in the two-year period following a change in control, for 30 months (Mr. Fahs), 24 months (Messrs. Moore and Brandman), and 18 months (Mr. Clark and Ms. Blackwood).

~~(3)~~

The amounts reported represent accelerated vesting of unvested options upon a change in control and as a result of termination upon death or disability, as applicable, and are based on the closing price of our common stock of $45.29 per share on December 31, 2020, the last trading day in fiscal 2020.

~~(4)~~

The amounts reported represent vesting of PSUs upon a Qualifying Termination of employment, a change in control, and as a result of termination upon death or disability, as applicable, and are based on the closing price of our common stock of $45.29 per share on December 31, 2020, the last trading day in fiscal 2020.

~~(5)~~

The amounts reported represent vesting of RSUs upon a change in control and as a result of termination upon death or disability, as applicable, and are based on the closing price of our common stock of $45.29 per share on December 31, 2020, the last trading day in fiscal 2020.

~~Compensation Committee Interlocks and Insider Participation~~

During fiscal 2020, none of the members of our compensation committee has at any time been one of our executive officers or employees or, other than as noted herein and in the “Transactions with Related Persons” section above, had any relationship requiring disclosure by the Company. A former director, Mr. N. Taylor, is an affiliate of KKR and we are parties to certain transactions with KKR described in the “Transactions with Related Persons” section. During 2020, none of our executive officers served as a member of the compensation committee (or other committee serving an equivalent function) or as a director of any other entity whose executive officers served on our compensation committee or Board of Directors.

~~2021 Proxy Statement~~ 49

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~~EXECUTIVE COMPENSATION~~

~~Equity Compensation Plan Information~~

~~All numbers in the following table are as of January 2, 2021.~~

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 2,723,617(1) $ 13.32(2) 12,281,394(3)
Equity compensation plans not approved by security holders
Total 2,723,617 $ 13.32 12,281,394

~~(1)~~

Includes 1,548,691 shares issuable under the 2014 Stock Incentive Plan. The weighted-average exercise price of such options within this plan is $7.25. Includes 1,174,926 shares issuable under the 2017 Omnibus Incentive Plan. Included within the 1,174,926 shares are 220,184 shares that could be issued upon the vesting of PSU awards, assuming target level of achievement. The weighted-average exercise price of such options within this plan is $32.11.

~~(2)~~

~~The weighted-average exercise price excludes shares in of common stock that may be issued upon the settlement of restricted stock, RSUs or PSUs.~~

~~(3)~~

Includes 8,715,417 shares that can be issued pursuant to future awards under the 2014 Stock Incentive Plan. Also includes 2,798,298 shares that can be issued pursuant to future awards under the 2017 Omnibus Incentive Plan. Includes 767,679 shares that can be issued under our ASPP. Total does not include (i) 6,081 shares purchased during our ASPP offering period ended February 28, 2021 and (ii) 7,838 shares subject to purchase during our current ASPP offering period ending May 28, 2021, which are estimated based on the closing price of the Company's common stock of $49.43 on March 1, 2021, the first day in the current ASPP offering period, including the 10% discount.

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~~EXECUTIVE COMPENSATION~~

~~CEO Pay Ratio~~

~~For fiscal 2020:~~

•

~~the median of the annual total compensation of all our employees (other than Mr. Fahs, our CEO), was $25,549; and~~

•

~~the annual total compensation of Mr. Fahs, our CEO, was $3,976,328.~~

~~Based on this information, the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all our employees was 156:1.~~

To determine this pay ratio, we identified our median employee using our employee population as of November 1, 2020, which consisted of approximately 12,703 full-time and part-time employees, with 100% of these individuals located in the United States. We changed the date of determining our employee population from the last day of the fiscal year to November 1st this year to allow for us to capture a more accurate employee population as any departures or new hires as of the last date of the fiscal year would lag in being recorded until a later time frame. Other than the date to determine our employee population, no methodology was changed in determining the pay ratio. To identify our median employee, we used salary/wages and annual incentive/bonus from our payroll records in fiscal 2020 as our consistently applied compensation measure. In making this determination, we annualized the compensation of approximately full-time and part-time employees who were hired or separated in fiscal 2020 but did not work for us for the entire fiscal year. After identifying our median employee, we calculated the median employee’s compensation for fiscal 2020 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K of the Exchange Act. Compensation amounts were determined from our human resources and payroll systems of record.

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~~OWNERSHIP OF OUR SECURITIES~~

~~Delinquent Section 16(a) Reports~~

Section 16(a) of the Exchange Act, requires our directors, executive officers, and persons who beneficially own more than 10% of our common stock to file reports of holdings and transactions in our common stock with the SEC. Based solely on a review of the copies of reports furnished to the Company and written representations from our executive officers and directors that no other reports were required to be filed, the Company believes that during 2020 all reports required by Section 16(a) were timely filed.

~~Beneficial Ownership of National Vision Common Stock~~

The following table and accompanying footnotes set forth information with respect to the beneficial ownership of our common stock as of April 15, 2021 by (1) each individual or entity known by us to beneficially own more than 5% of our outstanding common stock, (2) each of our named executive officers, (3) each of our directors and director nominees and (4) all of our directors and our executive officers as a group. As of April 15, 2021, there were 81,423,974 shares of our common stock, par value $0.01 per share, outstanding.

To our knowledge, unless otherwise noted in the footnotes to the following table, and subject to applicable community property laws, the persons named in the table have sole voting and investment power with respect to their beneficially owned common stock.

Securities subject to option grants that have vested or will vest within 60 days are deemed outstanding for calculating the percentage ownership of the person holding the options, but are not deemed outstanding for calculating the percentage ownership of any other person.

~~Except as otherwise indicated in the footnotes below, the address of each beneficial owner is c/o National Vision Holdings, Inc., 2435 Commerce Avenue, Bldg. 2200, Duluth, Georgia 30096.~~

52 ~~2021 Proxy Statement~~

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~~OWNERSHIP OF OUR SECURITIES~~

Name of Beneficial Owner
Number(1)

Percentage of
Total Common
Stock

Greater than 5% Stockholders:

JPMorgan Chase & Co.(2)
7,887,774 9.7%

Adage Capital Partners, L.P.(3)
7,867,543 9.7%
The Vanguard Group(4) 7,290,675 9.0%
BlackRock, Inc.(5) 5,799,645 7.1%
Named Executive Officers and Directors:
L. Reade Fahs(6) 1,444,375 1.8%
Patrick R. Moore 202,535 *
Jared Brandman(7) 67,330 *
Bill Clark 17,701 *
Joan Blackwood 2,120 *
D. Randolph Peeler(8)(9) 71,277 *
David M. Tehle(9) 15,153 *
Virginia A. Hepner(9) 9,527 *
Thomas V. Taylor, Jr.(9) 12,971 *
Heather Cianfrocco(9) 6,748 *
Naomi Kelman(9) 2,687 *
Susan S. Johnson(9) 2,368 *
Jose Armario(9) 2,112 *
All directors and executive officers as a group (15 persons)(10) 1,857,319 2.3%

~~(*)~~

~~Less than one percent.~~

~~(1)~~

The number of shares reported includes shares covered by options that are exercisable within 60 days as follows: Mr. Fahs,1,042,908; Mr. Moore, 198,035; Mr. Brandman, 60,618; Mr. Clark, 17,701; Ms. Blackwood, 1,522; and all directors and executive officers as a group,1,326,138.

~~(2)~~

The information is based on a Schedule 13G filed by JPMorgan Chase & Co. with the SEC on January 27,2021, reporting beneficial ownership as of December 31, 2020. JPMorgan Chase & Co. reported that it has sole voting power with respect to 7,407,909 shares of common stock, shared voting power with respect to 70,828 shares of common stock, sole dispositive power with respect to 7,816,946 shares of common stock and shared dispositive power with respect to 70,828 shares of common stock.

~~(3)~~

The information is based on a Schedule 13G/A filed by Adage Capital Partners, L.P. with the SEC on February 11, 2021, reporting beneficial ownership as of December 31, 2020. Adage Capital Partners, L.P. reported that it has shared voting power and shared dispositive power with respect to 7,867,543 shares of common stock.

~~(4)~~

The information is based on a Schedule 13G filed by The Vanguard Group with the SEC on February 10, 2021, reporting beneficial ownership as of December 31, 2020. The Vanguard Group reported that it has sole dispositive power with respect to 7,059,070 shares of common stock, shared voting power with respect to 167,752 shares of common stock and shared dispositive power with respect to 231,605 shares of common stock.

~~(5)~~

The information is based on a Schedule 13G filed by BlackRock, Inc. with the SEC on February 5, 2021, reporting beneficial ownership as of December 31, 2020. BlackRock, Inc. reported that it has sole voting power with respect to 5,661,640 shares of common stock and sole dispositive power with respect to 5,799,645 shares of common stock.

~~(6)~~

~~Includes shares held by the Fahs Family Trust.~~

~~(7)~~

Includes estimate of 235 shares to be purchased by Mr. Brandman through the ASPP based on the closing price of Company stock of $49.43 on March 1, 2021, the first day in the enrollment period for the current purchase cycle, and the ASPP discount.

~~(8)~~

~~Includes shares held by The David Randolph Peeler Trust—2001.~~

~~(9)~~

For Ms. Kelman, Ms. Johnson and Mr. Armario, the table includes grants made on September 14, 2020, October 26, 2020 and February 4, 2021, respectively, which will vest on their respective one-year grant anniversary dates. For Mr. Tehle, Ms. Hepner, Mr. Taylor and Ms. Cianfrocco, this table includes grants of restricted stock made on June 10, 2020 which will vest within 60 days of the record date.

~~(10)~~

Includes estimate of shares to be purchased by one executive officer through the ASPP based on the closing price of Company stock of $49.43 on March 1, 2021, the first day in the enrollment period for the current purchase cycle, and the ASPP discount.

~~2021 Proxy Statement~~ 53

~~TABLE OF CONTENTS~~

~~AUDIT COMMITTEE MATTERS~~

~~PROPOSAL NO. 5—RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~

		W~~hat~~ 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 2021.~~
		V~~oting~~ R~~ecommendation~~. ~~Our Board of Directors recommends stockholders vote FOR the ratification of Deloitte & Touche LLP as our independent auditors for fiscal 2021.~~
		V~~ote~~ R~~equired~~. 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.

~~The audit committee has selected Deloitte & Touche LLP to serve as our independent registered public accounting firm for fiscal 2021.~~

Although ratification is not required by our Bylaws or otherwise, the Board is submitting the selection of Deloitte & Touche LLP to our stockholders for ratification because we value our stockholders’ views on the Company’s independent registered public accounting firm. If our stockholders fail to ratify the selection, it will be considered as notice to the Board and the audit committee to consider the selection of a different firm. Even if the selection is ratified, the audit committee, in its discretion, may select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and its stockholders. One or more representatives of Deloitte & Touche LLP are expected to be present at the Annual Meeting. The representative(s) will have an opportunity to make a statement if they desire and will be available to respond to questions from stockholders.

~~The shares represented by your proxy will be voted “FOR” the ratification of the selection of Deloitte & Touche LLP unless you specify otherwise.~~

~~Audit and Non-Audit Fees~~

The following table presents fees for professional services rendered by our independent registered public accounting firm, Deloitte & Touche LLP for the audit of our financial statements for 2020 and 2019 and for fees billed for other services rendered by Deloitte during those periods.

Fiscal Year 2020 Fiscal Year 2019
Audit fees(1) $ 1,972,656 $ 2,064,280
Audit-related fees(2) $ 104,520 —
Tax fees(3) $ 17,375 —
All other fees — —
Total $ 2,094,551 $ 2,064,280

~~(1)~~

~~(2)~~

~~Includes aggregate fees for professional services performed in connection with the issuance of comfort letters.~~

~~(3)~~

~~Includes the aggregate fees for professional services rendered for tax compliance, and tax consultation and planning.~~

~~Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services~~

54 ~~2021 Proxy Statement~~

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~~AUDIT COMMITTEE MATTERS~~

accounting firm for additional services not contemplated in the original pre-approval categories. In those instances, the audit committee requires specific pre-approval before engaging the independent registered public accounting firm.

~~Report of the Audit Committee~~

The audit committee operates pursuant to a charter which is reviewed annually by the audit committee. Additionally, a brief description of the primary responsibilities of the audit committee is included in this proxy statement under “The Board of Directors and Certain Governance Matters—Board Committees and Meetings—Audit Committee.” Under the audit committee charter, our management is responsible for the preparation, presentation and integrity of our financial statements, the application of accounting and financial reporting principles and our internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. The independent registered public accounting firm is responsible for auditing our financial statements and expressing an opinion as to their conformity with accounting principles generally accepted in the United States of America.

Based upon the review and discussions described in the preceding paragraph, the audit committee recommended to the Board that the audited financial statements of the Company be included in the Annual Report on Form 10-K for the fiscal year ended January 2, 2021 filed with the SEC.

~~Submitted by the audit committee of the Company’s Board of Directors:~~

~~Audit Committee~~

~~David M. Tehle, Chair~~
~~Virginia A. Hepner~~
~~Susan S. Johnson~~
~~Naomi Kelman~~

~~2021 Proxy Statement~~ 55

~~TABLE OF CONTENTS~~

~~IMPORTANT INFORMATION ABOUT VOTING AT THE ANNUAL MEETING~~

~~The Annual Meeting~~

The Annual Meeting will be conducted entirely by means of a virtual meeting format only due to the pandemic and to support the health and safety of our stockholders, associates, directors and officers. While you will not be able to attend the Annual Meeting at a physical location, we are committed to ensuring that stockholders will be afforded the same rights and opportunities to participate as they would at an in-person meeting. You will be able to attend the meeting online, vote your shares electronically and submit questions during the virtual Annual Meeting.

~~The Annual Meeting will be a virtual meeting only and will be conducted exclusively by webcast. To attend the virtual Annual Meeting, please visit~~ ~~http://www.meetingcenter.io/208004347~~ and enter your control number included on your Notice of Internet Availability of Proxy Materials, proxy card or voting instruction form, and the password EYE2021. The Annual Meeting will begin promptly at 1:00 p.m., Eastern Time, on June 8, 2021. We encourage you to access the Annual Meeting webcast 15 minutes prior to the start time.

During the Annual Meeting, you may vote and submit questions by following the instructions provided on the meeting website. We will endeavor to answer as many questions submitted by stockholders as time permits. We reserve the right to exclude questions regarding topics that are not pertinent to meeting matters or Company business or are inappropriate. Additional information regarding the rules of conduct for the Annual Meeting and other materials, including our list of stockholders, will be available during the Annual Meeting on the meeting website.

If you encounter technical difficulties accessing the Annual Meeting or during the check-in or meeting time, please call the technical support number that will be posted on the meeting log-in page for assistance. Technical support will be available beginning approximately 15 minutes prior to the start of the Annual Meeting through its conclusion.

Even if you plan to attend and participate in the Annual Meeting, we encourage you to vote your shares in advance using one of the methods described in this proxy statement to ensure your vote will be represented at the Annual Meeting.

~~Voting in Advance of the Annual Meeting~~

~~If at the close of business on April 15, 2021, you were a stockholder of record or held shares through a broker or bank, you may vote your shares during the Annual Meeting.~~

~~Except as set forth below, if you wish to vote in advance of the Annual Meeting using one of the following methods, your vote must be received prior to 11:59 p.m., Eastern Time, on June 7, 2021.~~

~~To vote by proxy if you are a stockholder of record:~~

~~BY INTERNET~~

•

~~Go to the website~~ ~~www.investorvote.com/EYE~~ ~~and follow the instructions, 24 hours a day, seven days a week.~~

•

You will need the control number included on your Notice of Internet Availability of Proxy Materials, proxy card or related materials to obtain your records and to create an electronic voting instruction form.

~~BY TELEPHONE~~

•

~~From a touch-tone telephone, dial 1-800-652-VOTE (8683) and follow the recorded instructions, 24 hours a day, seven days a week.~~

•

~~You will need the control number included on your Notice of Internet Availability of Proxy Materials, proxy card or related materials in order to vote by telephone.~~

56 ~~2021 Proxy Statement~~

~~TABLE OF CONTENTS~~

~~IMPORTANT INFORMATION ABOUT VOTING AT THE ANNUAL MEETING~~

~~BY MAIL~~

•

~~Mark your selections on the proxy card.~~

•

~~Date and sign your name exactly as it appears on your proxy card.~~

•

~~Mail the proxy card in the enclosed postage-paid envelope provided to you.~~

•

~~If you received a Notice of Internet Availability of Proxy Materials and would like to vote in writing, please follow the instructions in the notice to obtain paper proxy materials.~~

To vote by proxy if you are a beneficial owner of shares held through a broker, bank or other nominee, you may submit voting instructions to your broker, bank or other nominee. Please refer to information from your broker, bank or other nominee on how to submit voting instructions.

~~Voting During the Annual Meeting~~

If you are a stockholder of record or a beneficial owner of shares held through a broker, bank or other nominee, you may vote online during the Annual Meeting. You will need the control number included on your Notice of Internet Availability of Proxy Materials, proxy card or voting instruction form, and the password EYE2021 to log into the virtual Annual Meeting platform at ~~http://www.meetingcenter.io/208004347. Voting electronically at the Annual Meeting will replace any previous votes.~~

~~2021 Proxy Statement~~ 57

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~~OTHER INFORMATION FOR STOCKHOLDERS~~

~~Stockholder Proposals for the 2022 Annual Meeting~~

If any stockholder wishes to propose a matter for consideration at our 2022 Annual Meeting of Stockholders, the proposal should be mailed by certified mail return receipt requested, to our Secretary, National Vision Holdings, Inc., 2435 Commerce Avenue, Building 2200, Duluth, Georgia 30096. To be eligible under the SEC’s stockholder proposal rule (Rule 14a-8(e) of the Exchange Act) for inclusion in our proxy statement for the 2022 Annual Meeting, a proposal must be received by our Secretary on or before December 31, 2021. Failure to deliver a proposal in accordance with this procedure may result in it not being deemed timely received.

In addition, our Bylaws permit stockholders to nominate candidates for director and present other business for consideration at our Annual Meeting of Stockholders. To make a director nomination or present other business for consideration at the 2022 Annual Meeting, you must submit a timely notice in accordance with the procedures described in our Bylaws. To be timely, a stockholder’s notice must be delivered to the Secretary at the principal executive offices of our Company not less than 90 days nor more than 120 days prior to the first anniversary of the preceding year’s Annual Meeting. Therefore, to be presented at our 2022 Annual Meeting, such a proposal must be received on or after February 8, 2022, but not later than March 10, 2022. In the event that the date of the 2022 Annual Meeting is advanced by more than 30 days, or delayed by more than 70 days, from the anniversary date of this year’s Annual Meeting of Stockholders, notice by the stockholder to be timely must be so delivered not earlier than the 120th day prior to the 2022 Annual Meeting and not later than the close of business on the later of the 90th day prior to the 2022 Annual Meeting or the tenth day following the day on which public announcement of the date of the 2022 Annual Meeting is first made. Any such proposal will be considered timely only if it is otherwise in compliance with the requirements set forth in our Bylaws. Notwithstanding the foregoing, if the number of directors to be elected to the Board of Directors at the 2022 Annual Meeting is increased and there is no public announcement by the Company naming all of the nominees for director or specifying the size of the increased Board of Directors at least 100 calendar days prior to the first anniversary of the 2021 Annual Meeting (i.e. prior to February 28, 2022), then notice by a stockholder shall be considered timely, but only with respect to nominees for any new positions created by such increase, if it is received by the Secretary not later than the close of business on 10th calendar day following the day on which such public announcement is first made by the Company. Any such proposal will be considered timely only if it is otherwise in compliance with the requirements set forth in our Bylaws.

~~Householding of Proxy Materials~~

SEC rules permit companies and intermediaries such as brokers to satisfy delivery requirements for proxy statements and notices with respect to two or more stockholders sharing the same address by delivering a single proxy statement or a single notice addressed to those stockholders. This process, which is commonly referred to as “householding,” provides cost savings for companies and helps the environment by conserving natural resources. Some brokers household proxy materials, delivering a single proxy statement or notice to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that they will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate proxy statement or notice, or if your household is receiving multiple copies of these documents and you wish to request that future deliveries be limited to a single copy, please notify your broker. You can also request prompt delivery of a copy of this proxy statement and our Annual Report on Form 10-K for the fiscal year ended January 2, 2021 by contacting the Secretary, National Vision Holdings, Inc., 2435 Commerce Avenue, Building 2200, Duluth, Georgia 30096 or by telephone at (770) 822-3600.

~~Other Business~~

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~~Questions and Answers About the Annual Meeting and Voting~~

~~Why am I being provided with these materials?~~

We have delivered these proxy materials to you in connection with the solicitation by the Board of Directors of National Vision Holdings, Inc. of proxies to be voted at our Annual Meeting of Stockholders to be held on June 8, 2021, and at any postponements or adjournments of the Annual Meeting.

~~What am I voting on?~~

~~There are five proposals scheduled to be voted on at the Annual Meeting:~~

•

~~Proposal No. 1: Election of the Class I director nominees listed in this proxy statement.~~

•

~~Proposal No. 2: Approve an amendment to the certificate of incorporation to eliminate the classified structure of the Board of Directors.~~

•

~~Proposal No. 3: Approve an amendment to the certificate of incorporation to eliminate the supermajority voting standards and other obsolete provisions.~~

•

~~Proposal No. 4: Approval, in a non-binding advisory vote, of the compensation paid to our named executive officers.~~

•

~~Proposal No. 5: Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal 2021.~~

~~Who is entitled to vote?~~

Stockholders as of the close of business on April 15, 2021 (the “Record Date”) may vote at the Annual Meeting. As of that date, there were 81,423,974 shares of common stock outstanding. You have one vote for each share of common stock held by you as of the Record Date, including shares:

•

~~Held directly in your name as “stockholder of record” (also referred to as “registered stockholder”);~~

•

Held for you in an account with a broker, bank or other nominee (shares held in “street name”)—Street name holders generally cannot vote their shares directly and instead must instruct the brokerage firm, bank or nominee how to vote their shares; and

•

~~Held for you by us as restricted securities under either our 2014 Stock Plan or our 2017 Omnibus Plan.~~

~~Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be held on Tuesday, June 8, 2021~~

~~This Proxy Statement and our Annual Report on Form 10-K for the year ended January 2, 2021 are available free of charge at~~ ~~www.edocumentview.com/EYE~~.

~~What constitutes a quorum?~~

The holders of record of a majority of the voting power of the issued and outstanding shares of capital stock entitled to vote at the Annual Meeting must be present in person or represented by proxy to constitute a quorum for the Annual Meeting. Abstentions and “broker non-votes” are counted as present for purposes of determining a quorum.

~~What is a “broker non-vote”?~~

A broker non-vote occurs when shares held through a broker are not voted with respect to a proposal because (1) the broker has not received voting instructions from the stockholder who beneficially owns the shares and (2) the broker lacks the authority to vote the shares at its discretion. Proposal Nos. 1, 2, 3 and 4 are considered non-routine matters, and a broker will lack the authority to vote uninstructed shares at their discretion on such proposals. Proposal No. 5 is considered a routine matter, and a broker will be permitted to exercise its discretion to vote uninstructed shares on this proposal.

~~How many votes are required to approve each proposal?~~

Under our Bylaws, directors are elected by a plurality of the votes cast in respect of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote on such election, which means that the Class I

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~~OTHER INFORMATION FOR STOCKHOLDERS~~

~~director nominees with the greatest number of votes cast, even if less than a majority, will be elected until all positions in Class I of the Board have been filled. There is no cumulative voting.~~

~~For proposals 2 and 3 being considered at the Annual Meeting, under our certificate of incorporation, approval of the proposal requires the votes of the holders of at least 66~~2∕3~~% of the voting power of all the then-outstanding shares of the stock of the Company entitled to vote on such proposal.~~

For proposals 4 and 5 being considered at the Annual Meeting, under our Bylaws, approval of the proposal requires the vote of the holders of a majority of the voting power of the shares of stock present in person or represented by proxy at the Annual Meeting and entitled to vote on such proposal. While Proposal No. 4, the vote on executive compensation, is advisory in nature and non-binding, the Board will review the voting results and expects to take them into consideration when making future decisions regarding executive compensation.

~~How are votes counted?~~

With respect to the election of directors (Proposal No. 1), you may vote “FOR” or “WITHHOLD” with respect to the nominees. Votes that are “withheld” will have the same effect as an abstention and will not count as a vote “FOR” or “AGAINST” a director because directors are elected by plurality voting. Broker non-votes will have no effect on the outcome of Proposal No. 1.

With respect to the approval of the certificate of incorporation amendments to eliminate the classified structure of the Board (Proposal No. 2) and to eliminate the supermajority voting standards and other obsolete provisions (Proposal No. 3), ratification of our independent registered public accounting firm (Proposal No. 5) and the advisory vote to approve the compensation of our named executive officers (Proposal No. 4), you may vote “FOR,” “AGAINST” or “ABSTAIN.” For each of Proposal Nos. 2, 3, 4 and 5, abstentions will have the effect of a vote “against” the proposal. For Proposal No. 4, broker non-votes will have no effect on the outcome of the proposal.

If you just sign and submit your proxy card without voting instructions, your shares will be voted in accordance with the recommendation of the Board with respect to the proposals and in accordance with the discretion of the holders of the proxy with respect to any other matters that may be voted upon.

~~How does the Board recommend that I vote?~~

~~Our Board recommends that you vote your shares:~~

•

~~“FOR” the director nominees set forth in this proxy statement.~~

•

~~“FOR” the approval of an amendment to the certificate of incorporation to eliminate the classified structure of the board of directors.~~

•

~~“FOR” the approval an amendment to the certificate of incorporation to eliminate supermajority voting standards and other obsolete provisions.~~

•

~~“FOR” the approval, on a non-binding, advisory basis, of the compensation paid to our named executive officers.~~

•

~~“FOR” the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal 2021.~~

~~Who will count the vote?~~

~~Representatives of Computershare Trust Company, N.A., our transfer agent, will tabulate the votes and act as inspectors of election.~~

~~How do I vote my shares without attending the Annual Meeting?~~

~~If you are a stockholder of record, you may vote by authorizing a proxy to vote on your behalf at the Annual Meeting. Specifically, you may authorize a proxy:~~

•

~~By Internet—If you have Internet access, you may submit your proxy by going to~~ ~~www.investorvote.com/EYE~~ and by following the instructions on how to complete an electronic proxy card. You will need the control number included on your Notice of Internet Availability of Proxy Materials, proxy card or related materials in order to vote by Internet.

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•

~~By Telephone—~~If you have access to a touch-tone telephone, you may submit your proxy by dialing 1-800-652-VOTE (8683) and by following the recorded instructions. You will need the control number included on your notice, proxy card or related materials in order to vote by telephone.

•

~~By Mail—~~You may vote by mail by signing and dating the enclosed proxy card where indicated and by mailing or otherwise returning the card in the postage-paid envelope provided to you. You should sign your name exactly as it appears on the proxy card. If you are signing in a representative capacity (for example, as guardian, executor, trustee, custodian, attorney or officer of a corporation), indicate your name and title or capacity.

~~Internet and telephone voting will close at 11:59 p.m., Eastern Time, on June 7, 2021. Proxy cards with respect to shares held of record must be received no later than June 7, 2021.~~

If you hold your shares in street name, you may submit voting instructions to your broker, bank or other nominee. In most instances, you will be able to do this over the Internet, by telephone or by mail. Please refer to information from your bank, broker or other nominee on how to submit voting instructions.

~~What does it mean if I receive more than one proxy card on or about the same time?~~

It generally means you hold shares registered in more than one account. To ensure that all your shares are voted, please sign and return each proxy card or, if you vote by Internet or telephone, vote once for each proxy card you receive.

~~May I change my vote or revoke my proxy?~~

~~Yes. Whether you have voted by Internet, telephone or mail, if you are a stockholder of record, you may change your vote and revoke your proxy by:~~

•

~~sending a written statement to that effect to our Secretary, provided such statement is received no later than June 7, 2021;~~

•

~~voting by Internet or telephone at a later time than your previous vote and before the closing of those voting facilities at 11:59 p.m., Eastern Time, on June 7, 2021;~~

•

~~submitting a properly signed proxy card, which has a later date than your previous vote, and that is received no later than June 7, 2021; or~~

•

~~attending the virtual Annual Meeting and voting online during the meeting.~~

~~If you hold shares in street name, please refer to information from your bank, broker or other nominee on how to revoke or submit new voting instructions.~~

~~Could other matters be decided at the Annual Meeting?~~

As of the date of this proxy statement, we do not know of any matters to be raised at the Annual Meeting other than those referred to in this proxy statement. If other matters are properly presented at the Annual Meeting for consideration and you are a stockholder of record and have submitted a proxy card, the persons named in your proxy card will have the discretion to vote on those matters for you.

~~Who will pay for the cost of this proxy solicitation?~~

We will pay the cost of soliciting proxies. Proxies may be solicited on our behalf by directors, officers or employees of the Company (for no additional compensation) in person or by telephone, electronic transmission and facsimile transmission. We have also retained Alliance Advisors, LLC to aid in the solicitation of proxies for an estimated fee of $22,000 plus expenses. Brokers and other nominees will be requested to solicit proxies or authorizations from beneficial owners and will be reimbursed for their reasonable expenses.

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~~APPENDIX A~~

~~Non-GAAP Financial Measures~~

The Proxy Statement Summary and Compensation Discussion and Analysis sections of our proxy statement contain Non-GAAP financial measures within the meaning of Regulation G promulgated by the SEC. The Company uses certain Non-GAAP financial measures to supplement the Company’s financial information presented in accordance with GAAP and aid understanding of the Company’s business performance. Management uses these Non-GAAP financial measures to supplement GAAP measures of performance in the evaluation of the effectiveness of our business strategies, to make budgeting decisions, to establish discretionary annual incentive compensation and to compare our performance against that of other peer companies using similar measures. Management supplements GAAP results with Non-GAAP financial measures to provide a more complete understanding of the factors and trends affecting the business than GAAP results alone. For additional details regarding our Non-GAAP financial measures below, see the Company’s Current Report on Form 8-K filed with the SEC on ~~March 3, 2021.~~February 27, 2024. This information is also available in the investors section of the Company’s website, www.nationalvision.com.

We define Adjusted Operating Income as net income, plus interest expense (income), net and income tax provision (benefit), further adjusted to exclude ~~stock~~stock-based compensation expense, ~~debt issuance costs,~~ loss on extinguishment of debt, asset impairment, litigation settlement, secondary offering expenses, management realignment expenses, long-term incentive plan expenses, amortization of acquisition intangibles, ERP implementation expenses, and certain other expenses.

We define STIP Adjusted Operating Income as Adjusted Operating Income, further adjusted to exclude margin on unearned revenue and short-term incentive plan expenses.

We define Adjusted EBITDA as ~~EBITDA (net~~net income, plus interest expense (income), net, income tax provision (benefit), and depreciation and ~~amortization),~~amortization, further adjusted to exclude ~~stock~~stock-based compensation expense, ~~debt issuance costs,~~ loss on ~~the~~ extinguishment of debt, asset impairment, litigation settlement, secondary offering expenses, management realignment expenses, long-term incentive plan expenses, ERP implementation expenses, and certain other expenses.

~~We define STIP Adjusted EBITDA as Adjusted EBITDA, further adjusted to exclude margin on unearned revenue and short-term incentive plan expenses.~~

We measure Adjusted Comparable Store Sales Growth as the increase or decrease in sales recorded by the comparable store base in any reporting period, compared to sales recorded by the comparable store base in the prior reporting period, which we calculate as follows: (i) sales are recorded on a cash basis (i.e., when the order is placed and paid for or submitted to a managed care payor, compared to when the order is delivered), utilizing cash basis point of sale information from stores; (ii) stores are added to the calculation during the 13th full fiscal month following the store’s opening; (iii) closed stores are removed from the calculation for time periods that are not comparable; (iv) sales from partial months of operation are excluded when stores do not open or close on the first day of the month; and (v) when applicable, we adjust for the effect of the 53rd week. Quarterly, year-to-date and annual adjusted comparable store sales are aggregated using only sales from all whole months of operation included in both the current reporting period and the prior reporting period. When a partial month is excluded from the calculation, the corresponding month in the subsequent period is also excluded from the calculation. There may be variations in the way in which some of our competitors and other retailers calculate comparable store sales. As a result, our adjusted comparable store sales may not be comparable to similar data made available by other retailers. ~~We did not revise our calculation of Adjusted Comparable Store Sales Growth for the temporary closure of our stores to the public as a result of the COVID-19 pandemic.~~

We define Adjusted Diluted EPS as diluted earnings per share, adjusted for the per share impact of ~~stock~~stock-based compensation expense, ~~debt issuance costs,~~ loss on extinguishment of debt, asset impairment, litigation settlement, secondary offering expenses, management realignment expenses, long-term incentive plan expenses, amortization of acquisition intangibles, amortization of debt discounts and deferred financing costs of our term loan borrowings, amortization of the conversion feature and deferred financing costs ofrelated to our 2025 ~~notes~~Notes when not required under U.S. GAAP to be added back for diluted earnings per share, ~~losses (gains) on change in~~derivative fair value ~~of derivatives,~~adjustments, ERP implementation expenses, certain other expenses, and tax benefit of stock option exercises, less the tax effect of these adjustments.

In 2020, we introduced Adjusted Operating Income as a measure of performance we planned to use in addition to Adjusted EBITDA and Adjusted Diluted EPS. We believe Adjusted Operating Income enhance an understanding of our performance by highlighting the results from ongoing operations and the profitability of our business. We continue to evaluate our use of the Company Non-GAAP measures in the context of the development of our business, and may introduce or discontinue certain measures in the future as we deem appropriate.

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~~APPENDIX~~Appendix A

~~Further, consistent with our presentation of~~Adjusted EBITDA, Adjusted Operating Income, we no longer exclude new store pre-opening expenses and non-cash rent from our presentation of Adjusted EBITDA and Adjusted Diluted EPS. New store pre-opening expenses totaled $2.6 million and $3.3 million for the fiscal years 2020 and 2019, respectively; and non-cash rent totaled $2.6 million and $3.2 million for fiscal years 2020 and 2019, respectively. The presentation of Adjusted EBITDA and Adjusted Diluted EPS for the fiscal year end 2019 has been recast to reflect these changes. See our Form 8-K filed with the SEC on February 26, 2020 for more information.

~~Adjusted EBITDA,~~ STIP ~~Adjusted EBITDA~~ Adjusted Operating Income, Adjusted Diluted EPS and Adjusted Comparable Store Sales Growth are not recognized terms under U.S. GAAP and should not be considered as an alternative to net income or comparable store sales growth as a measure of operating performance, or any other performance measure derived in accordance with U.S. GAAP. The presentations of these measures have limitations as analytical tools and should not be considered in isolation, or as a substitute for analysis of our results as reported under GAAP. Because not all companies use identical calculations, the presentations of these measures may not be comparable to other similarly titled measures of other companies and can differ significantly from company to company.

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~~APPENDIX A~~

National Vision Holdings, Inc. and Subsidiaries

Reconciliation of GAAP and Non-GAAP Financial Measures

For the Fiscal Years Ended ~~January 2, 2021~~December 30, 2023, and December ~~28, 2019~~
31, 2022
In Thousands, Except Earnings Per Share

(Unaudited)

Reconciliation of Adjusted Operating Income and STIP Adjusted Operating Income to Net ~~income~~Income

In thousands	Fiscal Year 2020				Fiscal Year 2019				(in thousands)	Fiscal Year 2023				Fiscal Year 2022
Net income		$	36,277	2.1%		$	32,798	1.9%	Net income (loss)		$	(65,901)	(3.1)%		$	42,122	2.1%
Interest expense			48,171	2.8%			33,300	1.9%	Interest expense, net			14,339	0.7%			462	0.0%
Income tax provision (benefit)			2,403	0.1%			(2,309)	(0.1)%	Income tax provision			4,137	0.2%			18,691	0.9%
Stock compensation expense(a)			10,740	0.6%			12,670	0.7%	Stock-based compensation expense(a)			20,174	0.9%			13,512	0.7%
Loss on extinguishment of debt(b)			—	—%			9,786	0.6%	Loss on extinguishment of debt(b)			599	0.0%			—	—
Asset impairment(c)			22,004	1.3%			8,894	0.5%	Asset impairment(c)			82,413	3.9%			5,783	0.3%
Litigation settlement(d)			4,395	0.3%			—	—%	Amortization of acquisition intangibles(d)			5,251	0.2%			7,488	0.4%
Secondary offering expenses(e)			—	—%			401	—%	ERP implementation expenses(g)			484	0.0%			—	—
Management realignment expenses(f)			—	—%			2,155	0.1%	Other(h)			10,825	0.5%			(263)	(0.0)%
Long-term incentive plan(g)			—	—%			2,830	0.2%	Adjusted Operating Income / Adjusted Operating Margin		$	72,321	3.4%		$	87,795	4.4%
Amortization of acquisition intangibles(h)			7,426	0.4%			7,405	0.4%
Other(k)			2,732	0.2%			6,370	0.4%
Adjusted Operating Income / Adjusted Operating Margin		$	134,148	7.8%		$	114,300	6.6%

Note: ~~Fiscal year 2020 includes 53 weeks. Fiscal year 2019 includes 52 weeks.~~

Percentages reflect line item as a percentage of net revenue, adjusted for rounding.

Some of the percentage totals in the table above do not foot due to rounding differences.

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~~APPENDIX~~Appendix A

Reconciliation of EBITDA ~~Adjusted EBITDA~~ and ~~STIP~~ Adjusted EBITDA to Net Income

In thousands	Fiscal Year 2020				Fiscal Year 2019				(in thousands)	Fiscal Year 2023				Fiscal Year 2022
Net income		$	36,277	2.1%		$	32,798	1.9%	Net income (loss)		$	(65,901)	(3.1)%		$	42,122	2.1%
Interest expense			48,171	2.8%			33,300	1.9%	Interest expense, net			14,339	0.7%			462	0.0%
Income tax provision (benefit)			2,403	0.1%			(2,309)	(0.1)%	Income tax provision			4,137	0.2%			18,691	0.9%
Depreciation and amortization			91,585	5.4%			87,244	5.1%	Depreciation and amortization			98,252	4.6%			99,956	5.0%
EBITDA			178,436	10.4%			151,033	8.8%	EBITDA			50,827	2.4%			161,231	8.0%
Stock compensation expense(a)			10,740	0.6%			12,670	0.7%	Stock-based compensation expense(a)			20,174	0.9%			13,512	0.7%
Loss on extinguishment of debt(b)			—	—%			9,786	0.6%	Loss on extinguishment of debt(b)			599	0.0%			—	—%
Asset impairment(c)			22,004	1.3%			8,894	0.5%	Asset impairment(c)			82,413	3.9%			5,783	0.3%
Litigation settlement(d)			4,395	0.3%			—	—%	ERP implementation expenses(g)			484	0.0%			—	—%
Secondary offering expenses(e)			—	—%			401	—%	Other(h)			10,825	0.5%			(263)	(0.0)%
Management realignment expenses(f)			—	—%			2,155	0.1%	Adjusted EBITDA / Adjusted EBITDA Margin		$	165,322	7.8%		$	180,263	9.0%
Long-term incentive plan(g)			—	—%			2,830	0.2%
Other(k)			2,732	0.2%			6,370	0.4%
Adjusted EBITDA / Adjusted EBITDA Margin		$	218,307	12.8%		$	194,139	11.3%
Margin on unearned revenue			3,551	0.2%			655	—%
STIP			8,653	0.5%			8,826	0.5%
STIP Adjusted EBITDA / STIP Adjusted EBITDA Margin		$	230,511	13.5%		$	203,620	11.8%

Note: ~~Fiscal year 2020 includes 53 weeks. Fiscal year 2019 includes 52 weeks.~~

Percentages reflect line item as a percentage of net revenue, adjusted for rounding.

Some of the percentage totals in the table above do not foot due to rounding differences.

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~~APPENDIX~~Appendix A

Reconciliation of Adjusted Diluted EPS to Diluted EPS

Shares in thousands	Fiscal Year 2020			Fiscal Year 2019			(in thousands, except per share amounts)	Fiscal Year 2023			Fiscal Year 2022
Diluted EPS		$	0.44		$	0.40	Diluted EPS		$	(0.84)		$	0.52
Stock compensation expense(a)			0.13			0.16	Stock-based compensation expense(a)			0.26			0.17
Loss on extinguishment of debt(b)			—			0.12	Loss on extinguishment of debt(b)			0.01			—
Asset impairment(c)			0.27			0.11	Asset impairment(c)			1.05			0.07
Litigation settlement(d)			0.05			—	Amortization of acquisition intangibles(d)			0.07			0.09
Secondary offering expenses(e)			—			—	Amortization of debt discounts and deferred financing costs(e)			0.04			0.04
Management realignment expenses(f)			—			0.03	Derivative fair value adjustments(f)			0.12			(0.20)
Long-term incentive plan(g)			—			0.03	ERP implementation expenses(g)			0.01			—
Amortization of acquisition intangibles(h)			0.09			0.09	Other(k)			0.14			(0.00)
Amortization of debt discounts and deferred financing costs(i)			0.14			0.02	Tax expense (benefit) of stock option exercises(i)			0.02			(0.00)
Losses (gains) on change in fair value of derivatives (j)			0.05			—	Tax effect of total adjustments(j)			(0.23)			(0.04)
Other(k)			0.03			0.08	Adjusted Diluted EPS		$	0.64		$	0.65
Tax benefit of stock option exercises(l)			(0.10)			(0.12)	Weighted average diluted shares outstanding			78,313			80,298
Tax effect of total adjustments(m)			(0.19)			(0.16)
Adjusted Diluted EPS		$	0.91		$	0.75
Weighted average diluted shares outstanding			82,793			81,683

Note: ~~Fiscal year 2020 includes 53 weeks. Fiscal year 2019 includes 52 weeks.~~

Some of the totals in the table above do not foot due to ~~rounding differences~~rounding.

(a)

Non-cash charges related to stock-based compensation programs, which vary from period to period depending on the timing of awards and performance vesting conditions.

(b)

For fiscal year ~~2019,~~2023, reflects ~~write-off of deferred financing fees~~the extinguishment loss related to the ~~extinguishment~~repurchase of ~~debt.~~$100 million of the 2025 Notes on November 14, 2023.

(c)

Reflects write-off related to impairment of long-lived assets, primarily goodwill of the Legacy Segment, Walmart contracts and relationship asset, property and equipment at Walmart stores and associated with our AC Lens business, and impairment of property, equipment and lease-related assets on closed or underperforming stores.

(d)

~~Expenses associated with settlement of litigation.~~

~~(e)~~

~~Expenses related to our secondary public offerings during fiscal year 2019.~~

~~(f)~~

~~Expenses related to a non-recurring management realignment described on Form 8-K filed with the SEC on January 10, 2019.~~

~~(g)~~

Expenses pursuant to a long-term incentive plan for non-executive employees who were not participants in the management equity plan for fiscal year 2019. This plan was effective in 2014 following the KKR Acquisition.

~~(h)~~

Amortization of the increase in carrying values of finite-lived intangible assets resulting from the application of purchase accounting to the acquisition of the Company by affiliates of KKR ~~Acquisition.~~& Co. Inc.

~~(i)~~
(e)

Amortization of ~~debt discounts is associated with the amortization of the conversion feature~~deferred financing costs and other non-cash charges related to ~~the convertible note and~~our long-term debt. We adjust for amortization of deferred financing costs related to the ~~convertible notes, term loan and revolving credit facility borrowings. Amortization~~2025 Notes only when adjustment for these costs is not required in the calculation of ~~debt discount and deferred financing costs in aggregate total of $11.9 million and $1.3��million~~diluted earnings per share under U.S. GAAP.

(f)

The adjustments for the ~~fiscal years 2020~~derivative fair value (gains) and ~~2019, respectively.~~

~~(j)~~

~~Reflects~~ losses ~~(gains) recognized~~have the effect of adjusting the (gain) or loss for changes in ~~interest expense on change in~~the fair value of ~~de-designated hedges~~derivative instruments and amortization of ~~$4.0 million~~AOCL for ~~fiscal year end 2020.~~derivatives not designated as accounting hedges. This results in reflecting derivative (gains) and losses within Adjusted Diluted EPS during the period the derivative is settled.

~~(k)~~
(g)

Costs related to the Company’s ERP implementation.

(h)

Other adjustments include ~~the following~~ amounts that management believes are not representative of our operating performance (amounts in brackets represent reductions in Adjusted Operating Income, Adjusted Diluted EPS and Adjusted EBITDA), which are primarily related to the termination of the Walmart partnership of $7.0 million for fiscal year 2023, costs associated with the digitization of paper-based records of $2.2 million for fiscal year 2023, excess payroll taxes on vesting of restricted stock units and exercises of stock options, executive severance and relocation and other expenses and adjustments, including our share of (gains) losses on equity method investments of ~~$1.8~~$(2.7) million for fiscal year ~~2019; the amortization impact related to the KKR Acquisition (e.g., fair value~~2022, and losses on other investments of leasehold interests) of $0.4 million and $0.5 million for fiscal years 2020 and 2019, respectively; costs of severance and relocation of $1.3 million and $2.3 million and fiscal years 2020 and 2019, respectively; excess payroll taxes related to stock option exercises of $0.7 million and $0.8 million for fiscal years 2020 and 2019, respectively; incremental costs directly related to adapting the Company’s operations during the COVID-19 pandemic of $0.6$0.3 million for fiscal year ~~2020; and other expenses and adjustments totaling $(0.3) million and $1.0 million for fiscal years 2020 and 2019, respectively.~~2022.

~~(l)~~
(i)

Tax ~~benefit~~expense (benefit) associated with accounting guidance requiring excess tax ~~benefits~~expense (benefit) related to vesting of restricted stock ~~option~~units and exercises of stock options to be recorded in earnings as discrete items in the reporting period in which they occur.

~~(m)~~
(j)

Represents the income tax effect of the total adjustments at our combined statutory federal and state income tax ~~rates.~~rates excluding Walmart goodwill impairment charges of $60.1 million for fiscal year 2023.

(k)

Reflects other expenses in (h) above, including $0.2 million of debt issuance costs for fiscal year 2023.

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~~APPENDIX~~Appendix A

Reconciliation of Adjusted Comparable Store Sales Growth to Total Comparable Store Sales Growth

	Comparable store sales growth(a)							Comparable store sales growth(a)
	Fiscal Year 2020		Fiscal Year 2019		Seven Months Ended January 2, 2021			Fiscal Year 2023		Fiscal Year 2022
Owned & Host segment							Owned & Host segment
America’s Best		(5.2)%		7.1%			America’s Best		4.0%		(7.7)%
Eyeglass World		(2.7)%		5.8%			Eyeglass World		(1.0)%		(6.7)%
Military		(15.5)%		1.4%			Military		3.0%		(4.3)%
Fred Meyer		(21.6)%		(4.4)%			Fred Meyer		(4.6)%		(5.1)%
Legacy segment		(12.3)%		3.1%			Legacy segment		(0.5)%		(8.4)%
							Total comparable store sales growth		3.1%		(7.5)%
Total comparable store sales growth		(5.6)%		6.5%		13.1%	Adjusted comparable store sales growth(b)		2.9%		(7.6)%
Adjusted Comparable Store Sales Growth(b)		(6.1)%		6.2%		12.6%

~~Note: Fiscal year 2020 includes 53 weeks. Fiscal year 2019 includes 52 weeks.~~

(a)

Total comparable store sales is calculated based on consolidated net revenue excluding the impact of (i) Corporate/Other segment net revenue, (ii) sales from stores opened less than 13 months, (iii) stores closed in the periods presented, (iv) sales from partial months of operation when stores do not open or close on the first day of the month, and (v) if applicable, the impact of a 53rd week in a fiscal year. Brand-level comparable store sales growth is calculated based on cash basis revenues consistent with what the CODM reviews, and consistent with reportable segment revenues presented in Note ~~16.~~15. “Segment Reporting” in our consolidated financial statements in our ~~2020~~2023 Form 10-K, with the exception of the Legacy segment, which is adjusted as noted in (b) (ii) below.

(b)

There are two differences between total comparable store sales growth based on consolidated net revenue and Adjusted Comparable Store Sales Growth: (i) Adjusted Comparable Store Sales Growth includes the effect of deferred and unearned revenue as if such revenues were earned at the point of sale, resulting in ~~the following changes~~a decrease of 0.1% from total comparable store sales growth based on consolidated net ~~revenue: a decrease of 0.4% and a decrease of 0.1%~~revenue for ~~the~~ fiscal year ~~2020~~2023; and ~~fiscal year 2019, respectively, and a decrease of 0.2% for the seven months ended January 2, 2021,~~ (ii) Adjusted Comparable Store Sales Growth includes retail sales to the Legacy partner’s customers (rather than the revenues recognized consistent with the management & services agreement with the ~~legacy~~Legacy partner), resulting ~~the following changes~~in a decrease of 0.1% and decrease of 0.1% from total comparable store sales growth based on consolidated net ~~revenue: a decrease of 0.1% and a decrease of 0.2%~~revenue for the fiscal years ~~2020~~2023 and ~~2019, respectively, and a decrease of 0.3% for the seven months ended January 2, 2021.~~2022, respectively.

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~~APPENDIX~~Appendix B

~~PROPOSED AMENDMENTS TO THE CERTIFICATE OF INCORPORATION ELIMINATING CLASSIFIED BOARD~~National Vision Holdings, Inc. 2017 Omnibus Incentive Plan (marked)

~~Subject to approval by the requisite vote of stockholders~~The following Appendix B presents a marked version of the ~~Company,~~National Vision Holdings, Inc. 2017 Omnibus Incentive Plan (the “Equity Plan”), as amended and restated, subject to the ~~following sections~~approval of our stockholders. The marked version shows all of the ~~Second Amended and Restated Certificate of Incorporation would be amended as follows, with additions indicated by underlining and deletions indicated by strike-outs:~~

~~Proposed amendment to Sections A, B, and C of Article VI~~differences between the version of the ~~Second Amended~~Equity Plan approved by stockholders in 2017 and ~~Restated Certificate of Incorporation:~~

~~ARTICLE VI~~
~~BOARD OF DIRECTORS~~

~~A. Except as otherwise provided in this Second Amended and Restated Certificate of Incorporation or~~ the DGCL, the business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. Except as otherwise provided for or fixed pursuant to the provisions of Article IV (including any certificate of designation with respect to any series of Preferred Stock) and this Article VI relating to the rights of the holders of any series of Preferred Stock to elect additional directors, the total number of directors shall be determined from time to time exclusively by resolution adopted by the Board of Directors. The directors (other than those directors elected by the holders of any series of Preferred Stock, voting separately as a series or together with one or more other such series, as the case may be) shall~~, until the annual meeting of stockholders~~version proposed to be ~~held in 2024 (the “2024 Annual Meeting”),~~ ~~be divided into three classes designated Class I, Class II and Class III. Each class shall consist, as nearly as possible, of one-third of the total number of such directors.~~ ~~Class I directors shall initially serve for a term expiring~~voted on at the ~~firstEach director elected at the 2021~~ ~~annual meeting of stockholders~~ ~~following the date the Common Stock is first publicly traded (the “IPO Date”), Class II directors shall initially serve for ashall be elected to a three-year~~ ~~term expiring at the~~ ~~second2024~~ ~~annual meeting of stockholders~~ ~~following the IPO Date and Class III directors shall initially serve for a term expiring at the third. Commencing with the 2022~~ ~~annual meeting of stockholders~~ ~~following the IPO Date. At each succeeding annual meeting, successors to, directors of~~ ~~the class~~ ~~of directors~~ ~~whose term~~ ~~expiresends~~ at ~~thatsuch~~ ~~annual meeting~~ shall thereafter be elected for a one-year term expiring at the next annual meeting of stockholders and until their successors are elected and qualified or until their earlier death, resignation, retirement, disqualification or removal from office. From and after the 2024 Annual ~~Meeting, the classification of the directors shall cease and all directors~~ ~~shall be elected for a~~ ~~one-year~~ ~~term expiring at the~~ ~~third succeedingnext~~ ~~annual meeting of stockholders~~ ~~or until their earlier death, resignation, retirement disqualification or removal from office. If the number of such directors is changed~~ ~~prior to the 2024 Annual Meeting, any increase or decrease shall be apportioned among the classes so as to maintain the number of directors in each class as nearly equal as possible~~, and any such additional director of any class elected to fill a newly created directorship resulting from an increase in such class shall hold office for a term that shall coincide with the remaining term of that class, but in~~. In~~ ~~no case shall a decrease in the number of directors remove or shorten the term of any incumbent director.~~ Subject to the terms of the Stockholders Agreement (as defined below), any such director shall hold office until the annual meeting at which his or her term expires and until his or her successor shall be elected and qualified, or his or her death, resignation, retirement, disqualification or removal from office. The Board of Directors is authorized to assign members of the Board of Directors already in office prior to the IPO Date to their respective class.

B. Subject to the rights granted to the holders of any one or more series of Preferred Stock then outstanding or the rights granted pursuant to the Stockholders Agreement, dated as of October 30, 2017 (as the same may be amended, supplemented, restated or otherwise modified from time to time, the “~~Stockholders Agreement~~”), by and among the Corporation, certain affiliates of Kohlberg Kravis Roberts & Co. L.P. (together with its affiliates and subsidiaries and its and their successors and assigns (other than the Corporation and its subsidiaries), collectively, “~~KKR~~”) and private equity funds managed by Berkshire Partners LLC (together with its affiliates and subsidiaries and its and their successors and assigns (other than the Corporation and its subsidiaries), collectively, “~~Berkshire~~”), any newly-created directorship on the Board of Directors that results from an increase in the number of directors and any vacancy occurring on the Board of Directors (whether by death, resignation, retirement, disqualification, removal or other cause) shall be filled by a majority of the directors then in office, even if less than a quorum, by a sole remaining director or by the stockholders;Meeting.

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~~APPENDIX~~Appendix B

~~provided~~, ~~however~~, that at any time when KKR and Berkshire beneficially own collectively, in the aggregate, less than 40% in voting power of the stock of the Corporation entitled to vote generally in the election of directors, any newly-created directorship on the Board of Directors that results from an increase in the number of directors and any vacancy occurring in the Board of Directors shall, unless otherwise required by law or by resolution of the Board of Directors, be filled only by a majority of the directors then in office, even if less than a quorum, or by a sole remaining director (and not by the stockholders). Any director elected to fill a vacancy or newly created directorship shall hold office until~~, if prior to the 2024 Annual Meeting,~~ ~~the next election of the class~~ ~~forinto~~ ~~which such director shall have been~~ ~~chosen andelected or placed or, if from and after the 2024 Annual Meeting, the next annual meeting of stockholders, and, in each case,~~ ~~until his or her successor shall be elected and qualified, or until his or her earlier death, resignation, retirement, disqualification or removal.~~

C. Subject to rights granted to KKR and Berkshire under the Stockholders Agreement, any or all of the directors (other than the directors elected by the holders of any series of Preferred Stock of the Corporation, voting separately as a series or together with one or more other such series, as the case may be) may be removed at any time either with or without cause by the affirmative vote of ~~the holders of~~ ~~a majority in voting power of all outstanding shares of stock of the Corporation entitled to vote thereon, voting as a single class;~~ provided, however, that at any time when KKR and Berkshire beneficially own collectively, in the aggregate, less than 40% in voting power of the stock of the Corporation entitled to vote generally in the election of directors, ~~any such(i) prior to the 2024 Annual Meeting, any~~ ~~director~~ ~~or all such directors~~ ~~may be removed only for cause and only by the affirmative vote of the holders of at least 66~~2∕3~~% in voting power of all the then-outstanding shares of stock of the Corporation entitled to vote thereon, voting together as a single class~~.~~, (ii) from and after the 2024 Annual Meeting, any director may be removed with or without cause by the affirmative vote of the holders of at least 66~~2∕3~~% in voting power of all the then-outstanding shares of stock of the Corporation entitled to vote thereon, voting together as a single class.~~

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~~APPENDIX C~~

~~APPENDIX C~~ [MISSING IMAGE: pg_nationalvision01-4c.jpg]

~~PROPOSED AMENDMENTS TO THE CERTIFICATE OF INCORPORATION ELIMINATING SUPERMAJORITY VOTING STANDARDS~~1NATIONAL VISION HOLDINGS, INC.AMENDED AND ~~OTHER OBSOLETE PROVISIONS~~

~~Subject to approval by~~RESTATED 2017 OMNIBUS INCENTIVE PLAN1. 1. Purpose. and History.(a) The purpose of the ~~requisite vote of stockholders~~National Vision Holdings, Inc. 2017 Omnibus Incentive Plan is toprovide a means through which the Company and the other members of the Company ~~the following sections~~Group may attractand retain key personnel and to provide a means whereby directors, officers, employees, consultants andadvisors of the ~~Second Amended~~Company and ~~Restated Certificate of Incorporation would be amended as follows, with additions indicated by underlining and deletions indicated by strike-outs:~~

~~Proposed amendment to Article V~~the other members of the ~~Second Amended~~Company Group can acquire and ~~Restated Certificate of Incorporation:~~

~~ARTICLE V~~
~~AMENDMENT OF THE CERTIFICATE OF INCORPORATION AND BYLAWS~~

A. ~~For so long as KKR and Berkshire (each as defined below) beneficially own collectively,~~maintain anequity interest in the ~~aggregate, at least 40% in voting power~~Company, or be paid incentive compensation, including incentive compensationmeasured by reference to the value of Common Stock, thereby strengthening their commitment to thewelfare of the ~~stock~~Company Group and aligning their interests with those of the ~~Corporation entitled to vote generally in the election of directors, in~~In addition to any vote required by applicable law, this Second Amended and Restated Certificate of Incorporation may be amended, altered, repealed or rescinded, in whole or in part, or any provision inconsistent therewith or herewith may be adopted, by the affirmative vote of the holders of a majority in voting power of all the then-outstanding shares of stock of the Corporation entitled to vote thereon, voting together as a single class.

Notwithstanding anything contained in this Second Amended and Restated Certificate of Incorporation to the contrary, at any time when KKR and Berkshire (each as defined below) beneficially own collectively, in the aggregate, less than 40% in voting power of the stock of the Corporation entitled to vote generally in the election of directors, in addition to any vote required by applicable law, the following provisions in this Second Amended and Restated Certificate of Incorporation may be amended, altered, repealed or rescinded, in whole or in part, or any provision inconsistent therewith or herewith may be adopted, only by the affirmative vote of the holders of at least 662∕3% in voting power of all the then-outstanding shares of stock of the Corporation entitled to vote thereon, voting together as a single class: this Article V, Article VI, Article VII, Article VIII, Article IX and Article X. For the purposes of this Second Amended and Restated Certificate of Incorporation, beneficial ownership of shares shall be determined in accordance with Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

B.Company’s stockholders.(b) 2. The ~~Board of Directors is expressly authorized to make, repeal, alter, amend and rescind, in whole or in part, the amended and restated bylaws of the Corporation (as in effect from time to time, the “Bylaws”) without the assent or vote of the stockholders in any manner not inconsistent with the laws of the State of Delaware or this Second Amended and Restated Certificate of Incorporation.~~ For so long as KKR and Berkshire (each as defined below) beneficially own collectively, in the aggregate, at least 40% in voting power of the stock of the Corporation entitled to vote generally in the election of directors, inIn addition to any vote of the holders of any class or series of capital stock of the Corporation required herein (including any certificate of designation relating to any series of Preferred Stock), by the Bylaws or applicable law, the affirmative vote of the holders of a majority in voting power of all the then-outstanding shares of stock of the Corporation entitled to vote thereon, voting together as a single class, shall be required in order for the stockholders of the Corporation to alter, amend, repeal or rescind, in whole or in part, any provision of the Bylaws or to adopt any provision inconsistent therewith. Notwithstanding anything to the contrary contained in this Second Amended and Restated Certificate of Incorporation or any provision of law which might otherwise permit a lesser vote of the stockholders, at any time when KKR and Berkshire (each as defined below) beneficially own collectively, in the aggregate, less than 40% in voting power of the stock of the Corporation entitled to vote generally in the election of directors, in addition to any vote of the holders of any class or series of capital stock of the Corporation required herein (including any certificate of designation relating to any series of Preferred Stock), by the Bylaws or applicable law, the affirmative vote of the holders of at least 662∕3% in voting power of all the then-outstanding shares of stock of the Corporation entitled to vote thereon, voting together as a single class, shall be required in order for the stockholders of the Corporation to alter, amend, repeal or rescind, in whole or in part, any provision of the Bylaws or to adopt any provision inconsistent therewith.

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~~APPENDIX C~~

~~Proposed amendment to Sections A, B, and C of Article VI of the Second Amended and Restated Certificate of Incorporation:~~

~~ARTICLE VI~~
~~BOARD OF DIRECTORS~~

A. Except as otherwise provided in this Second Amended and Restated Certificate of Incorporation or the DGCL, the business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. Except as otherwise provided for or fixed pursuant to the provisions of Article IV (including any certificate of designation with respect to any series of Preferred Stock) and this Article VI relating to the rights of the holders of any series of Preferred Stock to elect additional directors, the total number of directors shall be determined from time to time exclusively by resolutionPlan was originally adopted by the Board of Directors. The directors (other than those directors elected by the holders of any series of Preferred Stock, voting separately as a series or together with one or more other such series, as the case may be) shall be divided into three classes designated Class I, Class IIon October 23, 2017, and Class III. Each class shall consist, as nearly as possible, of one-third of the total number of such directors. Class I directors shall initially serve for a term expiring at the first annual meeting of stockholders following the date the Common Stock is first publicly traded (the “~~IPO Date~~”), Class II directors shall initially serve for a term expiring at the second annual meeting of stockholders following the IPO Date and Class III directors shall initially serve for a term expiring at the third annual meeting of stockholders following the IPO Date. At each succeeding annual meeting, successors to the class of directors whose term expires at that annual meeting shall be elected for a term expiring at the third succeeding annual meeting of stockholders. If the number of such directors is changed, any increase or decrease shall be apportioned among the classes so as to maintain the number of directors in each class as nearly equal as possible, and any such additional director of any class elected to fill a newly created directorship resulting from an increase in such class shall hold office for a term that shall coincide with the remaining term of that class, but in no case shall a decrease in the number of directors remove or shorten the term of any incumbent director. ~~Subject to the terms of the Stockholders Agreement (as defined below), anyAny~~ such director shall hold office until the annual meeting at which his or her term expires and until his or her successor shall be elected and qualified, or his or her death, resignation, retirement, disqualification or removal from office. The Board of Directors is authorized to assign members of the Board of Directors already in office prior to the IPO Date to their respective class.

~~B. Subject to the rights granted to the holders of any one or more series of Preferred Stock then outstanding~~ or the rights granted pursuant to the Stockholders Agreement, dated as of October 30, 2017 (as the same may be amended, supplemented, restated or otherwise modified from time to time, the “Stockholders Agreement”), by and among the Corporation, certain affiliates of Kohlberg Kravis Roberts & Co. L.P. (together with its affiliates and subsidiaries and its and their successors and assigns (other than the Corporation and its subsidiaries), collectively, “KKR”) and private equity funds managed by Berkshire Partners LLC (together with its affiliates and subsidiaries and its and their successors and assigns (other than the Corporation and its subsidiaries), collectively, “Berkshire”), any newly-created directorship on the Board of Directors that results from an increase in the number of directors and any vacancy occurring on the Board of Directors (whether by death, resignation, retirement, disqualification, removal or other cause) shall be filled by a majority of the directors then in office, even if less than a quorum, by a sole remaining director or by the stockholders; ~~provided~~, ~~however~~, that at any time when KKR and Berkshire beneficially own collectively, in the aggregate, less than 40% in voting power of the stock of the Corporation entitled to vote generally in the election of directors, any newly-created directorship on the Board of Directors that results from an increase in the number of directors and any vacancy occurring in the Board of Directors shall, unless otherwise required by law or by resolution of the Board of Directors, be filled only by a majority of the directors then in office, even if less than a quorum, or by a sole remaining director (and not by the stockholders). Any director elected to fill a vacancy or newly created directorship shall hold office until the next election of the class for which such director shall have been chosen and until his or her successor shall be elected and qualified, or until his or her earlier death, resignation, retirement, disqualification or removal.

C. ~~Subject to rights granted to KKR and Berkshire under the Stockholders Agreement, anyAny~~ ~~or all of the directors (other than the directors elected by the holders of anyseries of Preferred Stock of the Corporation, voting separately as a series or together with one or more other such series, as the case may be)~~ may be removed at any time either with or without cause by the affirmative vote of a majority in voting power of all outstanding shares of stock of the Corporation entitled to vote thereon, voting as a single class; provided, however, that at any time when KKR and Berkshire beneficially own collectively, in the aggregate, less than 40% in voting power of the stock of the Corporation entitled to vote generally in the election of directors, any such director

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~~APPENDIX C~~

~~or all such directors~~ ~~may be removed only for cause and only by the affirmative vote of the holders of~~ ~~at least 66~~2∕3%~~a majority~~ ~~in voting power of all the then-outstanding shares of stock of the Corporation entitled to vote thereon, voting together as a single class.~~

~~Proposed amendment to Sections A and B of Article VIII of the Second Amended and Restated Certificate of Incorporation:~~

~~ARTICLE VIII~~

~~CONSENT OF STOCKHOLDERS IN LIEU OF MEETING, ANNUAL AND SPECIAL MEETINGS OF STOCKHOLDERS~~

A. At any time when KKR and Berkshire beneficially own collectively, in the aggregate, at least 40% in voting power of the stock of the Corporation entitled to vote generally in the election of directors, any action required or permitted to be taken at any annual or special meeting of stockholders of the Corporation may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the books in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation’s registered office shall be made by hand, overnight courier or by certified or registered mail, return receipt requested. At any time when KKR and Berkshire beneficially own collectively, in the aggregate, less than 40% in voting power of the stock of the Corporation entitled to vote generally in the election of directors, any~~Any~~ ~~action required or permitted to be taken~~wasapproved by the stockholders of the ~~Corporation must be effected at a duly called annual or special meeting of such holders~~Company on October 23, 2017. The Plan was amended and ~~may not be effected by any consent in writing by such holders;~~ ~~provided~~, ~~however, that any action required or permitted to be taken by~~restatedby the holders of Preferred Stock, voting separately as a series or separately as a class with one or more other such series, may be taken without a meeting, without prior notice and without a vote, to the extent expressly so provided by the applicable certificate of designation relating to such series of Preferred Stock.

~~B. Except as otherwise required by law and subject to the rights of the holders of any series of Preferred Stock, special meetings~~Board on April 9, 2024, contingent upon approval of the stockholders of the ~~Corporation for any purpose or purposes may be called at any time only by or at the direction of the Board of Directors or the Chairman of the Board of Directors~~; ~~provided~~, ~~however~~, that at any time when KKR and Berkshire beneficially own collectively, in the aggregate, at least 40% in voting power of the stock of the Corporation entitled to vote generally in the election of directors, special meetings of the stockholders of the Corporation for any purpose or purposes shall also be called by or at the direction of the Board of Directors or the Chairman of the Board of Directors at the request of either KKR or Berkshire..

~~Proposed amendment to Sections A and B of Article IX of the Second Amended and Restated Certificate of Incorporation:~~

~~ARTICLE IX~~
~~COMPETITION AND CORPORATE OPPORTUNITIES~~

~~A. In recognition and anticipation that~~ (i) certain directors, principals, members, officers, associated funds, employees and/or other representatives of Kohlberg Kravis Roberts & Co. L.P., Berkshire Partners LLC and their respective Affiliates (as defined below) may serve as directors, officers or agents of the Corporation, (ii) Kohlberg Kravis Roberts & Co. L.P., Berkshire Partners LLC and their respective Affiliates may now engage and may continue to engage in the same or similar activities or related lines of business as those in which the Corporation, directly or indirectly, may engage and/or other business activities that overlap with or compete with those in which the Corporation, directly or indirectly, may engage, and (iii) ~~members of the Board of Directors who are not employees of the Corporation (“Non-Employee Directors~~”) and their respective Affiliates may now engage and may continue to engage in the same or similar activities or related lines of business as those in which the Corporation, directly or indirectly, may engage and/or other business activities that overlap with or compete with those in which the Corporation, directly or indirectly, may engage, the provisions of this Article IX are set forth to regulate and define the conduct of certain affairs of the Corporation with respect to certain classes or categories of business opportunities as they may involve any of ~~Kohlberg Kravis Roberts & Co. L.P., Berkshire Partners LLC,~~ ~~the Non-Employee Directors or their respective Affiliates and the powers, rights, duties and liabilities of the Corporation and its directors, officers and stockholders in connection therewith, subject to the provisions set out in the Stockholders Agreement~~.

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~~APPENDIX C~~

~~B. None of~~ ~~(i) Kohlberg Kravis Roberts & Co. L.P., Berkshire Partners LLC or any of their respective Affiliates or (ii) anythe~~ Non-Employee Director (including any Non-Employee Director who serves as an officer of the Corporation in both his or her director and officer capacities) or his or her Affiliates (the Persons (as defined below) identified ~~in (i) and (ii)~~ ~~above being referred to, collectively, as “Identified Persons” and, individually, as an “Identified Person”) shall, to the fullest extent permitted by law, have any duty to refrain from directly or indirectly (~~1i~~) engaging in the same or similar business activities or lines of business in which the Corporation or any of its Affiliates now engages or proposes to engage or (~~2ii~~) otherwise competing with the Corporation or any of its Affiliates, and, to the fullest extent permitted by law, no Identified Person~~Company on June 12,2024.2. Definitions. The following definitions shall be ~~liable~~applicable throughout the Plan.(a) (a) “Absolute Share Limit” has the meaning given to ~~the Corporation or its stockholders or to any Affiliate of the Corporation for breach of any fiduciary duty solely by reason of the fact that~~ such Identified Person engages in any such activities. To the fullest extent permitted by law, the Corporation hereby renounces any interest or expectancy in, or right to be offered an opportunity to participate in, any business opportunity which may be a corporate opportunity for an Identified Person and the Corporation or any of its Affiliates, except as providedterm in Section ~~(D)~~5(b) of ~~this Article IX. Subject~~thePlan.(b) (b) “Adjustment Event” has the meaning given to ~~said~~such term in Section ~~(D)~~12(a) of this Article IX, in the event that any Identified Person acquires knowledge of a potential transaction or other matter or business opportunity which may be a corporate opportunity for itself, herself or himself and the Corporation or any of its Affiliates, such Identified Person shall, to the fullest extent permitted by law, have no fiduciary duty or other duty (contractual or otherwise) to communicate, present or offer such transaction or other business opportunity to the Corporation or any of its Affiliates and, to the fullest extent permitted by law, shall not be liable to the Corporation or its stockholders or to any Affiliate of the Corporation for breach of any fiduciary duty or other duty (contractual or otherwise) as a stockholder, director or officer of the Corporation solely by reason of the fact that such Identified Person pursues or acquires such corporate opportunity for itself, herself or himself, offers or directs such corporate opportunity to another Person, or does not present such corporate opportunity to the Corporation or any of its Affiliates.

~~Proposed amendment to Section F of Article IX of the Second Amended and Restated Certificate of Incorporation:~~

~~F. For purposes of this Article IX, (i) “Affiliate” shall mean (a) in respect of Kohlberg Kravis Roberts & Co. L.P.,~~thePlan.(c) (c) “Affiliate” means any Person that directly or indirectly controls, is controlled ~~by Kohlberg Kravis Roberts & Co. L.P., controls Kohlberg Kravis Roberts & Co. L.P., or~~byor is under common control with ~~Kohlberg Kravis Roberts & Co. L.P.~~the Company. The term “control” (including, with correlative meaning,the terms “controlled by” and “under common control with”), ~~and shall include any principal, member, director, partner, stockholder, officer, employee or other representative of any of the foregoing (other than the Corporation and~~as applied to any Person, that is controlled by the Corporation), (b) in respect of Berkshire Partners LLC, any Person that, directly or indirectly, is controlled by Berkshire Partners LLC, controls Berkshire Partners LLC, or is under common control with Berkshire Partners LLC, and shall include any principal, member, director, partner, stockholder, officer, employee or other representative of any of the foregoing (other than the Corporation and any entity that is controlled by the Corporation), (c) in respect of a Non-Employee Director, any Person that, directly or indirectly, is controlled by such Non-Employee Director (other than the Corporation and any entity that is controlled by the Corporation) and (db~~) in respect of the Corporation, any Person that, directly or indirectly, is controlled by the Corporation; and (ii) “Person” shall mean any individual, corporation, general or limited partnership, limited liability company, joint venture, trust, association or any other entity.~~

~~Proposed amendment to Article X of the Second Amended and Restated Certificate of Incorporation:~~

~~ARTICLE X~~
~~DGCL SECTION 203 AND BUSINESS COMBINATIONS~~

~~A. The Corporation hereby expressly elects not to be governed by Section 203 of the DGCL.~~

B. Notwithstanding the foregoing, the Corporation shall not engage in any business combination (as defined below), at any point in time at which the Corporation’s Common Stock is registered under Section 12(b) or 12(g) of the ~~Securities~~ ~~Exchange Act~~ ~~of 1934, as amended (the “Exchange Act”), with any interested stockholder (as defined below) for a period of three (3) years following the time that such stockholder became an interested stockholder, unless:~~

~~prior to such time, the Board of Directors approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder, or~~

upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock (as defined below) of the Corporation

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outstanding at the time the transaction commenced, excluding for purposes of determining the voting stock outstanding (but not the outstanding voting stock owned by the interested stockholder) those shares owned (i) by persons who are directors and also officers and (ii) employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer, or

at or subsequent to such time, the business combination is approved by the Board of Directors and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 662∕3%~~a majority~~ ~~of the outstanding voting stock of the Corporation which is not owned by the interested stockholder.~~

~~C. For purposes of this Article X, references to:~~

“~~affiliate~~” means ~~a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, another person.~~

“~~associate~~,” when used to indicate a relationship with any person, means: (i) any corporation, partnership, unincorporated association or other entity of which such person is a director, officer or partner or is, directly or indirectly, the owner of 20% or more of any class of voting stock; (ii) any trust or other estate in which such person has at least a 20% beneficial interest or as to which such person serves as trustee or in a similar fiduciary capacity; and (iii) any relative or spouse of such person, or any relative of such spouse, who has the same residence as such person.

“KKR/Berkshire Direct Transferee” means any person that acquires (other than in a registered public offering or through a broker’s transaction executed on any securities exchange or other over-the-counter market) directly from any of KKR, Berkshire or any of their respective affiliates or successors or any “group,” or any member of any such group, of which such persons are a party under Rule 13d-5 of the Exchange Act beneficial ownership of 5% or more of the then-outstanding voting stock of the Corporation.

“KKR/Berkshire Indirect Transferee” means any person that acquires (other than in a registered public offering or through a broker’s transaction executed on any securities exchange or other over-the-counter market) directly from any KKR/Berkshire Direct Transferee or any other KKR/Berkshire Indirect Transferee beneficial ownership of 5% or more of the then-outstanding voting stock of the Corporation.

53.

“~~business combination,” when used in reference to the Corporation and any interested stockholder of the Corporation, means:~~

~~(i)~~

any merger or consolidation of the Corporation or any direct or indirect majority-owned subsidiary of the Corporation (a) with the interested stockholder, or (b) with any other corporation, partnership, unincorporated association or other entity if the merger or consolidation is caused by the interested stockholder and as a result of such merger or consolidation Section (B) of this Article X is not applicable to the surviving entity;

~~(ii)~~

any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions), except proportionately as a stockholder of the Corporation, to or with the interested stockholder, whether as part of a dissolution or otherwise, of assets of the Corporation or of any direct or indirect majority-owned subsidiary of the Corporation which assets have an aggregate market value equal to 10% or more of either the aggregate market value of all the assets of the Corporation determined on a consolidated basis or the aggregate market value of all the outstanding stock of the Corporation;

~~(iii)~~

any transaction which results in the issuance or transfer by the Corporation or by any direct or indirect majority-owned subsidiary of the Corporation of any stock of the Corporation or of such subsidiary to the interested stockholder, except: (a) pursuant to the exercise, exchange or conversion of securities exercisable for, exchangeable for or convertible into stock of the Corporation or any such subsidiary which securities were outstanding prior to the time that the interested stockholder became such; (b) pursuant to a merger under Section 251(g) of the DGCL; (c) pursuant to a dividend or distribution paid or made, or the exercise, exchange or conversion of securities exercisable for, exchangeable for or convertible into stock of the Corporation or any such subsidiary which security is distributed, pro rata to all holders of a class or series of stock of the Corporation subsequent to the time the interested stockholder became such; (d) pursuant to an exchange offer by the Corporation to purchase stock made on the same terms

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~~to all holders of said stock; or (e) any issuance or transfer of stock by the Corporation;~~ ~~provided~~, ~~however~~, that in no case under items (c) —(e) of this subsection (iii) shall there be an increase in the interested stockholder’s proportionate share of the stock of any class or series of the Corporation or of the voting stock of the Corporation (except as a result of immaterial changes due to fractional share adjustments);

~~(iv)~~

any transaction involving the Corporation or any direct or indirect majority-owned subsidiary of the Corporation which has the effect, directly or indirectly, of increasing the proportionate share of the stock of any class or series, or securities convertible into the stock of any class or series, of the Corporation or of any such subsidiary which is owned by the interested stockholder, except as a result of immaterial changes due to fractional share adjustments or as a result of any purchase or redemption of any shares of stock not caused, directly or indirectly, by the interested stockholder; or

~~(v)~~

any receipt by the interested stockholder of the benefit, directly or indirectly (except proportionately as a stockholder of the Corporation), of any loans, advances, guarantees, pledges, or other financial benefits (other than those expressly permitted in subsections (i) —(iv) above) provided by or through the Corporation or any direct or indirect majority-owned subsidiary.

64.

“~~control,” including the terms “controlling,” “controlled by” and “under common control with,” means the possession,~~thepossession, directly or indirectly, of the power to direct or cause the direction of the management ~~and policies~~andpolicies of ~~a person,~~such Person, whether through the ownership of voting ~~stock,~~or other securities, by contract orotherwise.).(d) (d) “Award” means, individually or ~~otherwise. A person who~~collectively, any Incentive Stock Option,Nonqualified Stock Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit, OtherEquity-Based Award and Cash-Based Incentive Award granted under the Plan.(e) (e) “Award Agreement” means the document or documents by which each Award(other than a Cash-Based Incentive Award) is evidenced.(f) (f) “Board” means the ~~owner~~Board of ~~20% or more~~Directors of the ~~outstanding voting stock~~Company.(g) (g) “Cash-Based Incentive Award” means an Award denominated in cash that isgranted under Section 11 of the ~~Corporation, partnership, unincorporated association~~Plan.(h) (h) “Cause” means, as to any Participant, unless the applicable Award Agreementstates otherwise, (i) “Cause,” as defined in any employment or ~~other entity shall be presumed to have control~~consulting agreement between theParticipant and the Service Recipient in effect at the time of such ~~entity,~~Termination; or (ii) in the absence ~~of proof by a preponderance of~~ofany such employment or consulting agreement (or the evidence to the contrary. Notwithstanding the foregoing, a presumption of control shall not apply where such person holds voting stock, in good faith and not for the purpose of circumventing this Article X, as an agent, bank, broker, nominee, custodian or trustee for one or more owners who do not individually or as a group have control of such entity.

75.

“~~interested stockholder~~” means any person (other than the Corporation or any direct or indirect majority-owned subsidiary of the Corporation) that (i) is the owner of 15% or more of the outstanding voting stock of the Corporation, or (ii) is an affiliate or associate of the Corporation and was the owner of 15% or more of the outstanding voting stock of the Corporation at any time within the three (3) year period immediately prior to the date on which it is sought to be determined whether such person is an interested stockholder; and the affiliates and associates of such person; but “interested stockholder” shall not include or be deemed to include, in any case, ~~(a) KKR, Berkshire, any KKR/Berkshire Direct Transferee, any KKR/Berkshire Indirect Transferee or any of their respective affiliates or successors or any “group,” or any member~~absence of any ~~such group, to which such persons are a party under Rule 13d-5 of the Exchange Act, or (b) anyany~~ ~~person whose ownership of shares in excess of the 15% limitation set forth herein is the result of any action taken solely by the Corporation,~~ ~~provided~~ that such person shall be an interested stockholder if thereafter such person acquires additional shares of voting stock of the Corporation, except as a result of further corporate action not caused, directly or indirectly, by such person. For the purpose of determining whether a person is an interested stockholder, the voting stock of the Corporation deemed to be outstanding shall include stock deemed to be owned by the person through application of the definition of “owner” below but shall not include any other unissued stock of the Corporation which may be issuable pursuant to any agreement, arrangement or understanding, or upon exercise of conversion rights, warrants or options, or otherwise.

86.

“~~owner,” including the terms “own” and “owned,” when used with respect to any stock, means a person that individually or with or through any of its affiliates or associates:~~

~~(i)~~

~~beneficially owns such stock, directly or indirectly; or~~

~~(ii)~~

has (a) the right to acquire such stock (whether such right is exercisable immediately or only after the passage of time) pursuant to any agreement, arrangement or understanding, or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise; ~~provided~~, ~~however~~, that a person shall not be deemed the owner of stock tendered pursuant to a tender or exchange offer made by such person or any of such person’s affiliates or associates until such tendered stock is accepted for purchase or exchange; or (b) the right to vote such stock pursuant to any agreement, arrangement or understanding; ~~provided~~, ~~however, that a person shall not be deemed the owner of any stock because of such person’s~~

“Cause” contained

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2therein), the Participant’s (A) willful neglect in the performance of the Participant’s duties for the ServiceRecipient or willful or repeated failure or refusal to perform such duties; (B) engagement in conduct inconnection with the Participant’s employment or service with the Service Recipient, which results in, orcould reasonably be expected to result in, material harm to the business or reputation of the Company orany other member of the Company Group; (C) conviction of, or plea of guilty or no contest to, (I) anyfelony; or (II) any other crime that results in, or could reasonably be expected to result in, material harmto the business or reputation of the Company or any other member of the Company Group; (D) materialviolation of the written policies of the Service Recipient, including, but not limited to, those relating tosexual harassment or the disclosure or misuse of confidential information, or those set forth in themanuals or statements of policy of the Service Recipient;, (E) fraud or misappropriation, embezzlement ormisuse of funds or property belonging to the Company or any other member of the Company Group; or(F) act of personal dishonesty that involves personal profit in connection with the Participant’semployment or service to the Service Recipient.(i) “Change in Control” means:(i) (i) the acquisition (whether by purchase, merger, consolidation, combinationor other similar transaction) by any Person of beneficial ownership (within the meaning of Rule 13d-3promulgated under the Exchange Act) of more than 50% (on a fully diluted basis) of either (A) the thenoutstanding shares of Common Stock, taking into account as outstanding for this purpose such CommonStock issuable upon the exercise of options or warrants, the conversion of convertible stock or debt, andthe exercise of any similar right to ~~vote~~acquire such ~~stock if~~Common Stock; or (B) the ~~agreement, arrangement or understanding to vote such stock arises solely from a revocable proxy or consent given in response to a proxy or consent solicitation made to ten (10) or more persons; or~~

~~(iii)~~

~~has any agreement, arrangement or understanding for~~combined voting power of thethen outstanding voting securities of the purpose of acquiring, holding, voting (except voting pursuant to a revocable proxy or consent as described in item (b) of subsection (ii) above), or disposing of such stock with any other person that beneficially owns, or whose affiliates or associates beneficially own, directly or indirectly, such stock.

97.

“~~person” means any individual, corporation, partnership, unincorporated association or other entity.~~

108.

“~~stock” means, with respect to any corporation, capital stock and, with respect to any other entity, any equity interest.~~

119.

“~~voting stock” means stock of any class or series~~Company entitled to vote generally in the election ofdirectors; provided, however, that for purposes of ~~directors.~~

this Plan, the following acquisitions shall not constitutea Change in Control: (I) any acquisition by the Company or any Affiliate; (II) any acquisition by anyemployee benefit plan sponsored or maintained by the Company or any Affiliate; or (III) in respect of anAward held by a particular Participant, any acquisition by the Participant or any group of Personsincluding the Participant (or any entity controlled by the Participant or any group of Persons including theParticipant);(ii) (ii) during any period of twelve (12) months, individuals who, at thebeginning of such period, constitute the Board (the “Incumbent Directors”) cease for any reason toconstitute at least a majority of the Board; provided, that any person becoming a director subsequent tothe Effective Date, whose election or nomination for election was approved by a vote of at least twothirdsof the Incumbent Directors then on the Board (either by a specific vote or by approval of the proxystatement of the Company in which such person is named as a nominee for director, without writtenobjection to such nomination) shall be an Incumbent Director; provided, however, that no individualinitially elected or nominated as a director of the Company as a result of an actual or threatened electioncontest, as such terms are used in Rule 14a-12 of Regulation 14A promulgated under the Exchange Act,with respect to directors or as a result of any other actual or threatened solicitation of proxies or consentsby or on behalf of any person other than the Board shall be deemed to be an Incumbent Director; or(iii) (iii) the sale, transfer or other disposition of all or substantially all of theassets of the Company Group (taken as a whole) to any Person that is not an Affiliate of the Company.(j) (j) “Code” means the Internal Revenue Code of 1986, as amended, and anysuccessor thereto. Reference in the Plan to any section of the Code shall be deemed to include anyregulations or other interpretative guidance under such section, and any amendments or successorprovisions to such section, regulations or guidance.

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~~for being~~3(k) (k) “Committee” means the Compensation Committee of the Board or any properlydelegated subcommittee thereof or, if no such Compensation Committee or subcommittee thereof exists,the Board.(l) (l) “Common Stock” means the common stock of the Company, par value $0.01 pershare (and any stock or other securities into which such Common Stock may be converted or into which itmay be exchanged).(m) (m) “Company” means National Vision Holdings, Inc., a ~~stockholder~~

~~Learn more~~Delaware corporation, andany successor thereto.(n) (n) “Company Group” means, collectively, the Company and its Subsidiaries.(o) (o) “Date of Grant” means the date on which the granting of an Award is authorized,or such other date as may be specified in such authorization.(p) (p) “Designated Foreign Subsidiaries” means all members of the Company Groupthat are organized under the laws of any jurisdiction or country other than the United States of Americathat may be designated by the Board or the Committee from time to time.(q) (q) “Disability” means, as to any Participant, unless the applicable AwardAgreement states otherwise, (i) “Disability,” as defined in any employment or consulting agreementbetween the Participant and the Service Recipient in effect at ~~www.nationalvision.com~~the time of such Termination; or (ii) in theabsence of any such employment or consulting agreement (or the absence of any definition of“Disability” contained therein), a condition entitling the Participant to receive benefits under a long-termdisability plan of the Service Recipient or other member of the Company Group in which such Participantis eligible to participate, or, in the absence of such a plan, the complete and permanent inability of theParticipant by reason of illness or accident to perform the duties of the position at which the Participantwas employed or served when such disability commenced. Any determination of whether Disabilityexists in the absence of a long-term disability plan shall be made by the Company (or its designee) in itssole and absolute discretion.(r) (r) “Effective Date” means October 25, 2017.(s) (s) “Eligible Person” means any (i) individual employed by any member of theCompany Group; provided, however, that no such employee covered by a collective bargainingagreement shall be an Eligible Person unless and to the extent that such eligibility is set forth in suchcollective bargaining agreement or in an agreement or instrument relating thereto; (ii) director or officerof any member of the Company Group; or (iii) consultant or advisor to any member of the CompanyGroup who may be offered securities registrable pursuant to a registration statement on Form S-8 underthe Securities Act, who, in the case of each of clauses (i) through (iii) above has entered into an AwardAgreement or who has received written notification from the Committee or its designee that they havebeen selected to participate in the Plan.(t) (t) “Exchange Act” means the Securities Exchange Act of 1934, as amended, andany successor thereto. Reference in the Plan to any section of (or rule promulgated under) the ExchangeAct shall be deemed to include any rules, regulations or other interpretative guidance under such sectionor rule, and any amendments or successor provisions to such section, rules, regulations or guidance.(u) (u) “Exercise Price” has the meaning given to such term in Section 7(b) of the Plan.

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MMMMMMMMMMMM MMMMMMMMMMMMMM C123456789 000004 ENDORSEMENT_LINE______________ SACKPACK_____________ 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext MR

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4(v) (v) “Fair Market Value” means, on a given date, (i) if the Common Stock is listed ona national securities exchange, the closing sales price of the Common Stock reported on the primaryexchange on which the Common Stock is listed and traded on such date, or, if there are no such sales onthat date, then on the last preceding date on which such sales were reported; (ii) if the Common Stock isnot listed on any national securities exchange but is quoted in an inter-dealer quotation system on a lastsale basis, the average between the closing bid price and ask price reported on such date, or, if there is nosuch sale on that date, then on the last preceding date on which a sale was reported; or (iii) if the CommonStock is not listed on a national securities exchange or quoted in an inter-dealer quotation system on a lastsale basis, the amount determined by the Committee in good faith to be the fair market value of theCommon Stock; provided, however, as to any Awards granted on or with a Date of Grant of the date ofthe pricing of the Company’s initial public offering, “Fair Market Value” shall be equal to the per shareprice at which the Common Stock is offered to the public in connection with such initial public offering.(w) (w) “GAAP” has the meaning given to such term in Section 7(d) of the Plan.(x) (x) “Immediate Family Members” has the meaning given to such term in Section14(b) of the Plan.(y) (y) “Incentive Stock Option” means an Option which is designated by theCommittee as an incentive stock option as described in Section 422 of the Code and otherwise meets therequirements set forth in the Plan.(z) (z) “Indemnifiable Person” has the meaning given to such term in Section 4(e) of thePlan.,(aa) (aa) “Nonqualified Stock Option” means an Option which is not designated by theCommittee as an Incentive Stock Option.(bb) (bb) “Non-Employee Director” means a member of the Board who is not an employeeof any member of the Company Group.(cc) (cc) “Option” means an Award granted under Section 7 of the Plan.(dd) (dd) “Option Period” has the meaning given to such term in Section 7(c) of the Plan.(ee) (ee) “Other Equity-Based Award” means an Award that is not an Option, StockAppreciation Right, Restricted Stock or Restricted Stock Unit, that is granted under Section 10 of the Planand is (i) payable by delivery of Common Stock, and/or (ii) measured by reference to the value ofCommon Stock.(ff) (ff) “Participant” means an Eligible Person who has been selected by the Committeeto participate in the Plan and to receive an Award pursuant to the Plan.(gg) (gg) “Permitted Transferee” has the meaning given to such term in Section 14(b) ofthe Plan.(hh) (hh) “Person” means any individual, entity or group (within the meaning of Section13(d)(3) or 14(d)(2) of the Exchange Act).

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5(ii) “Plan” means this National Vision Holdings, Inc. 2017 Omnibus Incentive Plan, as it maybe amended and/or restated from time to time.(jj) (jj) “Qualifying Director” means a person who is, with respect to actions intended toobtain an exemption from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 under the ExchangeAct, a “non-employee director” within the meaning of Rule 16b-3 under the Exchange Act.(kk) (kk) “Restricted Period” means the period of time determined by the Committeeduring which an Award is subject to restrictions, including vesting conditions.(ll) (ll) “Restricted Stock” means Common Stock, subject to certain specified restrictions(which may include, without limitation, a requirement that the Participant remain continuously employedor provide continuous services for a specified period of time), granted under Section 9 of the Plan.(mm) (mm) “Restricted Stock Unit” means an unfunded and unsecured promise to delivershares of Common Stock, cash, other securities or other property, subject to certain restrictions (whichmay include, without limitation, a requirement that the Participant remain continuously employed orprovide continuous services for a specified period of time), granted under Section 9 of the Plan.(nn) (nn) “SAR Period” has the meaning given to such term in Section 8(c) of the Plan.(oo) (oo) “Securities Act” means the Securities Act of 1933, as amended, and anysuccessor thereto. Reference in the Plan to any section of (or rule promulgated under) the Securities Actshall be deemed to include any rules, regulations or other interpretative guidance under such section orrule, and any amendments or successor provisions to such section, rules, regulations or guidance.(pp) (pp) “Service Recipient” means, with respect to a Participant holding a given Award,the member of the Company Group by which the original recipient of such Award is, or following aTermination was most recently, principally employed or to which such original recipient provides, orfollowing a Termination was most recently providing, services, as applicable.(qq) (qq) “Stock Appreciation Right” or “SAR” means an Award granted under Section 8of the Plan.(rr) (rr) “Strike Price” has the meaning given to such term in Section 8(b) of the Plan.(ss) (ss) “Subsidiary” means, with respect to any specified Person:(i) any corporation, association or other business entity of which more than 50% ofthe total voting power of shares of such entity’s voting securities (without regard to the occurrence of anycontingency and after giving effect to any voting agreement or stockholders’ agreement that effectivelytransfers voting power) is at the time owned or controlled, directly or indirectly, by that Person or one ormore of the other Subsidiaries of that Person (or a combination thereof); and(ii) any partnership (or any comparable foreign entity) (A) the sole general partner(or functional equivalent thereof) or the managing general partner of which is such Person or Subsidiaryof such Person or (B) the only general partners (or functional equivalents thereof) of which are thatPerson or one or more Subsidiaries of that Person (or any combination thereof).

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6(tt) (tt) “Substitute Award” has the meaning given to such term in Section 5(e) of thePlan.(uu) (uu) “Sub-Plans” means any sub-plan to the Plan that has been adopted by the Boardor the Committee for the purpose of permitting the offering of Awards to employees of certain DesignatedForeign Subsidiaries or otherwise outside the United States of America, with each such sub-plan designedto comply with local laws applicable to offerings in such foreign jurisdictions. Although any Sub-Planmay be designated a separate and independent plan from the Plan in order to comply with applicable locallaws, the Absolute Share Limit and the other limits specified in Section 5(b) shall apply in the aggregateto the Plan and any Sub-Plan adopted hereunder.(vv) (vv) “Termination” means the termination of a Participant’s employment or service,as applicable, with the Service Recipient for any reason (including death).3. 3. Effective Date; Duration. The Plan shall be effective as of the EffectiveDate. The expiration date of the Plan, on and after which date no Awards may be granted hereunder, shallbe the tenth (10th) anniversary of the Effective Date; provided, however, that such expiration shall notaffect Awards then outstanding, and the terms and conditions of the Plan shall continue to apply to suchAwards.4. 4. Administration.(a) General. The Committee shall administer the Plan. To the extent required to complywith the provisions of Rule 16b-3 promulgated under the Exchange Act (if the Board is not acting as theCommittee under the Plan), it is intended that each member of the Committee shall, at the time suchmember takes any action with respect to an Award under the Plan that is intended to qualify for theexemptions provided by Rule 16b-3 promulgated under the Exchange Act, be a QualifyingDirector. However, the fact that a Committee member shall fail to qualify as a Qualifying Director shallnot invalidate any Award granted by the Committee that is otherwise validly granted under the Plan.(b) Committee Authority. Subject to the provisions of the Plan and applicable law, theCommittee shall have the sole and plenary authority, in addition to other express powers andauthorizations conferred on the Committee by the Plan, to (i) designate Participants; (ii) determine thetype or types of Awards to be granted to a Participant; (iii) determine the number of shares of CommonStock to be covered by, or with respect to which payments, rights, or other matters are to be calculated inconnection with, Awards; (iv) determine the terms and conditions of any Award; (v) determine whether,to what extent, and under what circumstances Awards may be settled in, or exercised for, cash, shares ofCommon Stock, other securities, other Awards or other property, or canceled, forfeited, or suspended andthe method or methods by which Awards may be settled, exercised, canceled, forfeited, or suspended; (vi)determine whether, to what extent, and under what circumstances the delivery of cash, shares of CommonStock, other securities, other Awards or other property and other amounts payable with respect to anAward shall be deferred either automatically or at the election of the Participant or of the Committee; (vii)interpret, administer, reconcile any inconsistency in, correct any defect in and/or supply any omission inthe Plan and any instrument or agreement relating to, or Award granted under, the Plan; (viii) establish,amend, suspend, or waive any rules and regulations and appoint such agents as the Committee shall deemappropriate for the proper administration of the Plan; (ix) adopt Sub-Plans; and (x) make any otherdetermination and take any other action that the Committee deems necessary or desirable for theadministration of the Plan.(c) Delegation. Except to the extent prohibited by applicable law or the applicable rules andregulations of any securities exchange or inter-dealer quotation system on which the securities of the

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7Company are listed or traded, the Committee may allocate all or any portion of its responsibilities andpowers to any one or more of its members and may delegate all or any part of its responsibilities andpowers to any person or persons selected by it. Any such allocation or delegation may be revoked by theCommittee at any time. Without limiting the generality of the foregoing, the Committee may delegate toone or more officers of any member of the Company Group, the authority to act on behalf of theCommittee with respect to any matter, right, obligation, or election which is the responsibility of, orwhich is allocated to, the Committee herein, and which may be so delegated as a matter of law, exceptwith respect to grants of Awards to persons (i) who are Non-Employee Directors, or (ii) who are subjectto Section 16 of the Exchange Act.(d) Finality of Decisions. Unless otherwise expressly provided in the Plan, all designations,determinations, interpretations, and other decisions under or with respect to the Plan, any Award or anyAward Agreement shall be within the sole discretion of the Committee, may be made at any time andshall be final, conclusive and binding upon all Persons, including, without limitation, any member of theCompany Group, any Participant, any holder or beneficiary of any Award, and any stockholder of theCompany.(e) (e) Indemnification. No member of the Board, the Committee or any employee oragent of any member of the Company Group (each such Person, an “Indemnifiable Person”) shall beliable for any action taken or omitted to be taken or any determination made with respect to the Plan orany Award hereunder (unless constituting fraud or a willful criminal act or omission). EachIndemnifiable Person shall be indemnified and held harmless by the Company against and from any loss,cost, liability, or expense (including attorneys’ fees) that may be imposed upon or incurred by suchIndemnifiable Person in connection with or resulting from any action, suit or proceeding to which suchIndemnifiable Person may be a party or in which such Indemnifiable Person may be involved by reasonof any action taken or omitted to be taken or determination made with respect to the Plan or any Awardhereunder and against and from any and all amounts paid by such Indemnifiable Person with theCompany’s approval, in settlement thereof, or paid by such Indemnifiable Person in satisfaction of anyjudgment in any such action, suit or proceeding against such Indemnifiable Person, and the Companyshall advance to such Indemnifiable Person any such expenses promptly upon written request (whichrequest shall include an undertaking by the Indemnifiable Person to repay the amount of such advance ifit shall ultimately be determined, as provided below, that the Indemnifiable Person is not entitled to beindemnified); provided, that the Company shall have the right, at its own expense, to assume and defendany such action, suit or proceeding and once the Company gives notice of its intent to assume the defense,the Company shall have sole control over such defense with counsel of the Company’s choice. Theforegoing right of indemnification shall not be available to an Indemnifiable Person to the extent that afinal judgment or other final adjudication (in either case not subject to further appeal) binding upon suchIndemnifiable Person determines that the acts, omissions or determinations of such Indemnifiable Persongiving rise to the indemnification claim resulted from such Indemnifiable Person’s fraud or willfulcriminal act or omission or that such right of indemnification is otherwise prohibited by law or by theorganizational documents of any member of the Company Group. The foregoing right of indemnificationshall not be exclusive of or otherwise supersede any other rights of indemnification to which suchIndemnifiable Persons may be entitled under the organizational documents of any member of theCompany Group, as a matter of law, under an individual indemnification agreement or contract orotherwise, or any other power that the Company may have to indemnify such Indemnifiable Persons orhold such Indemnifiable Persons harmless.(f) (f) Board Authority. Notwithstanding anything to the contrary contained in thePlan, the Board may, in its sole discretion, at any time and from time to time, grant Awards andadminister the Plan with respect to any Awards. Any such actions by the Board shall be subject to theapplicable rules of the securities exchange or inter-dealer quotation system on which the Common Stock

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8is listed or quoted. In any such case, the Board shall have all the authority granted to the Committeeunder the Plan.5. Grant of Awards; Shares Subject to the Plan; Limitations.(a) Grants. The Committee may, from time to time, grant Awards to one or more EligiblePersons.(b) Share Reserve and Limits. Awards granted under the Plan shall be subject to thefollowing limitations: (i) subject to Section 12 of the Plan, no more than 4,0009,600,000 shares ofCommon Stock (the “Absolute Share Limit”) shall be available for Awards under the Plan, whichrepresents the initial 4.0 million shares authorized under the Plan and 5.6 additional shares requestedunder the amended and restated Plan as approved by the Board on April 9, 2024; (ii) subject to Section 12of the Plan, no more than the number of shares of Common Stock equal to the Absolute Share Limit maybe issued in the aggregate pursuant to the exercise of Incentive Stock Options granted under the Plan; and(iii) the maximum number of shares of Common Stock subject to Awards granted during a single fiscalyear to any Non-Employee Director, taken together with any cash fees paid to such Non-EmployeeDirector during the fiscal year, shall not exceed $500,000 in total value (calculating the value of any suchAwards based on the grant date fair value of such Awards for financial reporting purposes).(c) Share Counting. Other than with respect to Substitute Awards, to the extent that anAward expires or is canceled, forfeited, or terminated without issuance to the Participant of the fullnumber of shares of Common Stock to which the Award related, the unissued shares will again beavailable for grant under the Plan. Shares of Common Stock shall be deemed to have been issued insettlement of Awards if the Fair Market Value equivalent of such shares is paid in cash in connection withsuch settlement; provided, however, that no shares shall be deemed to have been issued in settlement of aSAR or Restricted Stock Unit that provides for settlement only in cash and settles only in cash or inrespect of any Cash-Based Incentive Award. In no event shall (i) shares tendered or withheld on exerciseof Options or other Award for the payment of the exercise or purchase price or withholding taxes, (ii)shares not issued upon the settlement of a SAR that by the terms of the Award Agreement would settle inshares of Common Stock (or could settle in shares of Common Stock), or (iii) shares purchased on theopen market with cash proceeds from the exercise of Options, again become available for other Awardsunder the Plan.(d) Source of Shares. Shares of Common Stock issued by the Company in settlement ofAwards may be authorized and unissued shares, shares held in the treasury of the Company, sharespurchased on the open market or by private purchase or a combination of the foregoing.(e) Substitute Awards. Awards may, in the sole discretion of the Committee, be grantedunder the Plan in assumption of, or in substitution for, outstanding awards previously granted by an entitydirectly or indirectly acquired by the Company or with which the Company combines (“SubstituteAwards”). Substitute Awards shall not be counted against the Absolute Share Limit; provided, thatSubstitute Awards issued in connection with the assumption of, or in substitution for, outstanding optionsintended to qualify as “incentive stock options” within the meaning of Section 422 of the Code shall becounted against the aggregate number of shares of Common Stock available for Awards of IncentiveStock Options under the Plan. Subject to applicable stock exchange requirements, available shares undera stockholder-approved plan of an entity directly or indirectly acquired by the Company or with which theCompany combines (as appropriately adjusted to reflect the acquisition or combination transaction) maybe used for Awards under the Plan and shall not reduce the number of shares of Common Stock availablefor issuance under the Plan.

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96. Eligibility. Participation in the Plan shall be limited to Eligible Persons.7. Options.(a) General. Each Option granted under the Plan shall be evidenced by an AwardAgreement, which agreement need not be the same for each Participant. Each Option so granted shall besubject to the conditions set forth in this Section 7, and to such other conditions not inconsistent with thePlan as may be reflected in the applicable Award Agreement. All Options granted under the Plan shall beNonqualified Stock Options unless the applicable Award Agreement expressly states that the Option isintended to be an Incentive Stock Option. Incentive Stock Options shall be granted only to EligiblePersons who are employees of a member of the Company Group, and no Incentive Stock Option shall begranted to any Eligible Person who is ineligible to receive an Incentive Stock Option under the Code. NoOption shall be treated as an Incentive Stock Option unless the Plan has been approved by thestockholders of the Company in a manner intended to comply with the stockholder approval requirementsof Section 422(b)(1) of the Code; provided, that any Option intended to be an Incentive Stock Optionshall not fail to be effective solely on account of a failure to obtain such approval, but rather such Optionshall be treated as a Nonqualified Stock Option unless and until such approval is obtained. In the case ofan Incentive Stock Option, the terms and conditions of such grant shall be subject to, and comply with,such rules as may be prescribed by Section 422 of the Code. If for any reason an Option intended to bean Incentive Stock Option (or any portion thereof) shall not qualify as an Incentive Stock Option, then, tothe extent of such nonqualification, such Option or portion thereof shall be regarded as a NonqualifiedStock Option appropriately granted under the Plan.(b) Exercise Price. Except as otherwise provided by the Committee in the case of SubstituteAwards, the exercise price (“Exercise Price”) per share of Common Stock for each Option shall not beless than 100% of the Fair Market Value of such share (determined as of the Date of Grant); provided,however, that in the case of an Incentive Stock Option granted to an employee who, at the time of thegrant of such Option, owns stock representing more than 10% of the voting power of all classes of stockof any member of the Company Group, the Exercise Price per share shall be no less than 110% of the FairMarket Value per share on the Date of Grant.(c) Vesting and Expiration.(i) Options shall vest and become exercisable in such manner and on such date ordates or upon such event or events as determined by the Committee, subject to Section 14(d) of the Plan.(ii) Options shall expire upon a date determined by the Committee, not to exceed ten(10) years from the Date of Grant (the “Option Period”); provided, that if the Option Period (other than inthe case of an Incentive Stock Option) would expire at a time when trading in the shares of CommonStock is prohibited by the Company’s insider trading policy (or Company-imposed “blackout period”),then the Option Period shall be automatically extended until the thirtieth (30th) day following theexpiration of such prohibition. Notwithstanding the foregoing, in no event shall the Option Period exceedfive (5) years from the Date of Grant in the case of an Incentive Stock Option granted to a Participant whoon the Date of Grant owns stock representing more than 10% of the voting power of all classes of stock ofany member of the Company Group.(d) Method of Exercise and Form of Payment. No shares of Common Stock shall be issuedpursuant to any exercise of an Option until payment in full of the Exercise Price therefor is received bythe Company and the Participant has paid to the Company an amount equal to any Federal, state, localand non-U.S. income, employment and any other applicable taxes required to be withheld. Options whichhave become exercisable may be exercised by delivery of written or electronic notice of exercise to the

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10Company (or telephonic instructions to the extent provided by the Committee) in accordance with theterms of the Option accompanied by payment of the Exercise Price. The Exercise Price shall be payable:(i) in cash, check, cash equivalent and/or shares of Common Stock valued at the Fair Market Value at thetime the Option is exercised (including, pursuant to procedures approved by the Committee, by means ofattestation of ownership of a sufficient number of shares of Common Stock in lieu of actual issuance ofsuch shares to the Company); provided, that such shares of Common Stock are not subject to any pledgeor other security interest and have been held by the Participant for at least six (6) months (or such otherperiod as established from time to time by the Committee in order to avoid adverse accounting treatmentapplying generally accepted accounting principles (“GAAP”)); or (ii) by such other method as theCommittee may permit, in its sole discretion, including, without limitation (A) in other property having afair market value on the date of exercise equal to the Exercise Price; (B) if there is a public market for theshares of Common Stock at such time, by means of a broker-assisted “cashless exercise” pursuant towhich the Company is delivered (including telephonically to the extent permitted by the Committee) acopy of irrevocable instructions to a stockbroker to sell the shares of Common Stock otherwise issuableupon the exercise of the Option and to deliver promptly to the Company an amount equal to the ExercisePrice; or (C) a “net exercise” procedure effected by withholding the minimum number of shares ofCommon Stock otherwise issuable in respect of an Option that are needed to pay the Exercise Price. Anyfractional shares of Common Stock shall be settled in cash.(e) Notification upon Disqualifying Disposition of an Incentive Stock Option. EachParticipant awarded an Incentive Stock Option under the Plan shall notify the Company in writingimmediately after the date the Participant makes a disqualifying disposition of any Common Stockacquired pursuant to the exercise of such Incentive Stock Option. A ~~SAMPLE DESIGNATION~~disqualifying disposition is anydisposition (including, without limitation, any sale) of such Common Stock before the later of (i) the datethat is two (2) years after the Date of Grant of the Incentive Stock Option, or (ii) the date that is one (1)year after the date of exercise of the Incentive Stock Option. The Company may, if determined by theCommittee and in accordance with procedures established by the Committee, retain possession, as agentfor the applicable Participant, of any Common Stock acquired pursuant to the exercise of an IncentiveStock Option until the end of the period described in the preceding sentence, subject to complying withany instructions from such Participant as to the sale of such Common Stock.(f) Compliance With Laws, etc. Notwithstanding the foregoing, in no event shall aParticipant be permitted to exercise an Option in a manner which the Committee determines wouldviolate the Sarbanes-Oxley Act of 2002, as it may be amended from time to time, or any other applicablelaw or the applicable rules and regulations of the Securities and Exchange Commission or the applicablerules and regulations of any securities exchange or inter-dealer quotation system on which the securitiesof the Company are listed or traded.8. Stock Appreciation Rights.(a) General. Each SAR granted under the Plan shall be evidenced by an AwardAgreement. Each SAR so granted shall be subject to the conditions set forth in this Section 8, and to suchother conditions not inconsistent with the Plan as may be reflected in the applicable AwardAgreement. Any Option granted under the Plan may include tandem SARs. The Committee also mayaward SARs to Eligible Persons independent of any Option.(b) Strike Price. Except as otherwise provided by the Committee in the case of SubstituteAwards, the strike price (“Strike Price”) per share of Common Stock for each SAR shall not be less than100% of the Fair Market Value of such share (determined as of the Date of Grant). Notwithstanding theforegoing, a SAR granted in tandem with (or in substitution for) an Option previously granted shall havea Strike Price equal to the Exercise Price of the corresponding Option.

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11(c) Vesting and Expiration.(i) A SAR granted in connection with an Option shall become exercisable and shallexpire according to the same vesting schedule and expiration provisions as the corresponding Option. ASAR granted independent of an Option shall vest and become exercisable in such manner and on suchdate or dates or upon such event or events as determined by the Committee; provided, however, thatnotwithstanding any such vesting dates or events, the Committee may, in its sole discretion, accelerate thevesting of any SAR at any time and for any reason, subject to Section 14(d) of the Plan.(ii) SARs shall expire upon a date determined by the Committee, not to exceed ten(10) years from the Date of Grant (the “SAR Period”); provided, that if the SAR Period would expire at atime when trading in the shares of Common Stock is prohibited by the Company’s insider trading policy(or Company-imposed “blackout period”), then the SAR Period shall be automatically extended until the30th day following the expiration of such prohibition.(d) Method of Exercise. SARs which have become exercisable may be exercised by deliveryof written or electronic notice of exercise (or telephonic instructions to the extent provided by theCommittee) to the Company in accordance with the terms of the Award, specifying the number of SARsto be exercised and the date on which such SARs were awarded.(e) Payment. Upon the exercise of a SAR, the Company shall pay to the Participant anamount equal to the number of shares subject to the SAR that is being exercised multiplied by the excessof the Fair Market Value of one (1) share of Common Stock on the exercise date over the Strike Price,less an amount equal to any Federal, state, local and non-U.S. income, employment and any otherapplicable taxes required to be withheld. The Company shall pay such amount in cash, in shares ofCommon Stock valued at Fair Market Value, or any combination thereof, as determined by theCommittee. Any fractional shares of Common Stock shall be settled in cash.9. Restricted Stock and Restricted Stock Units.(a) General. Each grant of Restricted Stock and Restricted Stock Units shall be evidenced byan Award Agreement. Each Restricted Stock and Restricted Stock Unit so granted shall be subject to theconditions set forth in this Section 9, and to such other conditions not inconsistent with the Plan as maybe reflected in the applicable Award Agreement.(b) Stock Certificates and Book-Entry; Escrow or Similar Arrangement. Upon the grant ofRestricted Stock, the Committee shall cause a stock certificate registered in the name of the Participant tobe issued or shall cause share(s) of Common Stock to be registered in the name of the Participant and heldin book-entry form subject to the Company’s directions and, if the Committee determines that theRestricted Stock shall be held by the Company or in escrow rather than issued to the Participant pendingthe release of the applicable restrictions, the Committee may require the Participant to additionallyexecute and deliver to the Company (i) an escrow agreement satisfactory to the Committee, if applicable;and (ii) the appropriate stock power (endorsed in blank) with respect to the Restricted Stock covered bysuch agreement. If a Participant shall fail to execute and deliver (in a manner permitted under Section14(a) of the Plan or as otherwise determined by the Committee) an agreement evidencing an Award ofRestricted Stock and, if applicable, an escrow agreement and blank stock power within the amount oftime specified by the Committee, the Award shall be null and void. Subject to the restrictions set forth inthis Section 9, Section 14(c) of the Plan and the applicable Award Agreement, a Participant generallyshall have the rights and privileges of a stockholder as to shares of Restricted Stock, including, withoutlimitation, the right to vote such Restricted Stock. To the extent shares of Restricted Stock are forfeited,

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12any stock certificates issued to the Participant evidencing such shares shall be returned to the Company,and all rights of the Participant to such shares and as a stockholder with respect thereto shall terminatewithout further obligation on the part of the Company. A Participant shall have no rights or privileges asa stockholder as to Restricted Stock Units.(c) Vesting. Restricted Stock and Restricted Stock Units shall vest, and any applicableRestricted Period shall lapse, in such manner and on such date or dates or upon such event or events asdetermined by the Committee, subject to Section 14(d) of the Plan.(d) Issuance of Restricted Stock and Settlement of Restricted Stock Units.(i) Upon the expiration of the Restricted Period with respect to any shares ofRestricted Stock, the restrictions set forth in the applicable Award Agreement shall be of no further forceor effect with respect to such shares, except as set forth in the applicable Award Agreement. If an escrowarrangement is used, upon such expiration, the Company shall issue to the Participant, or the Participant’sbeneficiary, without charge, the stock certificate (or, if applicable, a notice evidencing a book-entrynotation) evidencing the shares of Restricted Stock which have not then been forfeited and with respect towhich the Restricted Period has expired (rounded down to the nearest full share). Dividends, if any, thatmay have been withheld by the Committee and attributable to any particular share of Restricted Stockshall be distributed to the Participant in cash or, in the sole discretion of the Committee, in shares ofCommon Stock having a Fair Market Value (on the date of distribution) equal to the amount of suchdividends, upon the release of restrictions on such share and, if such share is forfeited, the Participantshall have no right to such dividends.(ii) Unless otherwise provided by the Committee in an Award Agreement orotherwise, upon the expiration of the Restricted Period with respect to any outstanding Restricted StockUnits, the Company shall issue to the Participant or the Participant’s beneficiary, without charge, one (1)share of Common Stock (or other securities or other property, as applicable) for each such outstandingRestricted Stock Unit; provided, however, that the Committee may, in its sole discretion, elect to (A) paycash or part cash and part shares of Common Stock in lieu of issuing only shares of Common Stock inrespect of such Restricted Stock Units; or (B) defer the issuance of shares of Common Stock (or cash orpart cash and part shares of Common Stock, as the case may be) beyond the expiration of the RestrictedPeriod if such extension would not cause adverse tax consequences under Section 409A of the Code. If acash payment is made in lieu of issuing shares of Common Stock in respect of such Restricted StockUnits, the amount of such payment shall be equal to the Fair Market Value per share of the CommonStock as of the date on which the Restricted Period lapsed with respect to such Restricted Stock Units.(e) Legends on Restricted Stock. Each certificate, if any, or book entry representingRestricted Stock awarded under the Plan, if any, shall bear a legend or book entry notation substantially inthe form of the following, in addition to any other information the Company deems appropriate, until thelapse of all restrictions with respect to such shares of Common Stock:TRANSFER OF THIS CERTIFICATE AND THE SHARES REPRESENTED HEREBY ISRESTRICTED PURSUANT TO THE TERMS OF THE NATIONAL VISION HOLDINGS, INC. 2017OMNIBUS INCENTIVE PLAN AND A RESTRICTED STOCK AWARD AGREEMENT BETWEENNATIONAL VISION HOLDINGS, INC. AND PARTICIPANT. A COPY OF SUCH PLAN ANDAWARD AGREEMENT IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF NATIONALVISION HOLDINGS, INC.10. Other Equity-Based Awards. The Committee may grant Other Equity-Based Awardsunder the Plan to Eligible Persons, alone or in tandem with other Awards, in such amounts and dependent

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13on such conditions as the Committee shall from time to time in its sole discretion determine., subject toSection 14(d) of the Plan. Each Other Equity-Based Award granted under the Plan shall be evidenced byan Award Agreement and shall be subject to such conditions not inconsistent with the Plan as may bereflected in the applicable Award Agreement.11. Cash-Based Incentive Awards. The Committee may grant Cash-Based IncentiveAwards under the Plan to any Eligible Person. Each Cash-Based Incentive Award granted under the Planshall be evidenced in such form as the Committee may determine from time to time.12. Changes in Capital Structure and Similar Events. Notwithstanding any otherprovision in this Plan to the contrary, the following provisions shall apply to all Awards grantedhereunder (other than Cash-Based Incentive Awards):(a) General. In the event of (i) any dividend (other than regular cash dividends) or otherdistribution (whether in the form of cash, shares of Common Stock, other securities or other property),recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, split-off,spin-off, combination, repurchase or exchange of shares of Common Stock or other securities of theCompany, issuance of warrants or other rights to acquire shares of Common Stock or other securities ofthe Company, or other similar corporate transaction or event that affects the shares of Common Stock(including a Change in Control); or (ii) unusual or nonrecurring events affecting the Company, includingchanges in applicable rules, rulings, regulations or other requirements, that the Committee determines, inits sole discretion, could result in substantial dilution or enlargement of the rights intended to be grantedto, or available for, Participants (any event in (i) or (ii), an “Adjustment Event”), the Committee shall, inrespect of any such Adjustment Event, make such proportionate substitution or adjustment, if any, as itdeems equitable, to any or all of (A) the Absolute Share Limit, or any other limit applicable under thePlan with respect to the number of Awards which may be granted hereunder; (B) the number of shares ofCommon Stock or other securities of the Company (or number and kind of other securities or otherproperty) which may be issued in respect of Awards or with respect to which Awards may be grantedunder the Plan or any Sub-Plan; and (C) the terms of any outstanding Award, including, withoutlimitation, (I) the number of shares of Common Stock or other securities of the Company (or number andkind of other securities or other property) subject to outstanding Awards or to which outstanding Awardsrelate; (II) the Exercise Price or Strike Price with respect to any Award; or (III) any applicableperformance measures; provided, that in the case of any “equity restructuring” (within the meaning of theFinancial Accounting Standards Board Accounting Standards Codification Topic 718 (or any successorpronouncement thereto)), the Committee shall make an equitable or proportionate adjustment tooutstanding Awards to reflect such equity restructuring.(b) Change in Control. Without limiting the foregoing, in connection with any Change inControl, the Committee may, in its sole discretion, provide for any one or more of the following:(i) substitution or assumption of Awards, or to the extent that the surviving entity (orAffiliate thereof) of such Change in Control does not substitute or assume the Awards, full acceleration ofvesting of, exercisability of, or lapse of restrictions on, as applicable, any Awards; provided, however,that with respect to any performance-vested Awards, any such acceleration of vesting, exercisability, orlapse of restrictions shall be based on actual performance through the date of such Change in Control; and(ii) cancellation of any one or more outstanding Awards and payment to the holdersof such Awards that are vested as of such cancellation (including, without limitation, any Awards thatwould vest as a result of the occurrence of such event but for such cancellation or for which vesting isaccelerated by the Committee in connection with such event pursuant to clause (i) above), the value ofsuch Awards, if any, as determined by the Committee (which value, if applicable, may be based upon the

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14price per share of Common Stock received or to be received by other stockholders of the Company insuch event), including, without limitation, in the case of an outstanding Option or SAR, a cash payment inan amount equal to the excess, if any, of the Fair Market Value (as of a date specified by the Committee)of the shares of Common Stock subject to such Option or SAR over the aggregate Exercise Price or StrikePrice of such Option or SAR (it being understood that, in such event, any Option or SAR having a pershare Exercise Price or Strike Price equal to, or in excess of, the Fair Market Value of a share of CommonStock subject thereto may be canceled and terminated without any payment or consideration therefor).For purposes of clause (i) above, an award will be considered granted in substitution of an Award if it hasan equivalent value (as determined consistent with clause (ii) above) with the original Award, whetherdesignated in securities of the acquiror in such Change in Control transaction (or an Affiliate thereof), orin cash or other property (including in the same consideration that other stockholders of the Companyreceive in connection with such Change in Control transaction), and retains the vesting scheduleapplicable to the original Award.Payments to holders pursuant to clause (ii) above shall be made in cash or, in the sole discretion of theCommittee, in the form of such other consideration necessary for a Participant to receive property, cash,or securities (or combination thereof) as such Participant would have been entitled to receive upon theoccurrence of the transaction if the Participant had been, immediately prior to such transaction, the holderof the number of shares of Common Stock covered by the Award at such time (less any applicableExercise Price or Strike Price).(c) Other Requirements. Prior to any payment or adjustment contemplated under thisSection 12, the Committee may require a Participant to (i) represent and warrant as to the unencumberedtitle to the Participant’s Awards; (ii) bear such Participant’s pro rata share of any post-closing indemnityobligations, and be subject to the same post-closing purchase price adjustments, escrow terms, offsetrights, holdback terms, and similar conditions as the other holders of Common Stock, subject to anylimitations or reductions as may be necessary to comply with Section 409A of the Code; and (iii) delivercustomary transfer documentation as reasonably determined by the Committee.(d) Fractional Shares. Any adjustment provided under this Section 12 may provide for theelimination of any fractional share that might otherwise become subject to an Award.(e) Binding Effect. Any adjustment, substitution, determination of value or other actiontaken by the Committee under this Section 12 shall be conclusive and binding for all purposes.13. Amendments and Termination.(a) Amendment and Termination of the Plan. The Board may amend, alter, suspend,discontinue, or terminate the Plan or any portion thereof at any time; provided, that no such amendment,alteration, suspension, discontinuance or termination shall be made without stockholder approval if (i)such approval is necessary to comply with any regulatory requirement applicable to the Plan (including,without limitation, as necessary to comply with any rules or regulations of any securities exchange orinter-dealer quotation system on which the securities of the Company may be listed or quoted) or forchanges in GAAP to new accounting standards; (ii) it would materially increase the number of securitieswhich may be issued under the Plan (except for increases pursuant to Section 5 or 12 of the Plan); or (iii)it would materially modify the requirements for participation in the Plan; provided, further, that any suchamendment, alteration, suspension, discontinuance or termination that would materially and adverselyaffect the rights of any Participant or any holder or beneficiary of any Award theretofore granted shall notto that extent be effective without the consent of the affected Participant, holder or

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15beneficiary. Notwithstanding the foregoing, no amendment shall be made to Section 13(c) of the Planwithout stockholder approval.(b) Amendment of Award Agreements. The Committee may, to the extent consistent withthe terms of the Plan and any applicable Award Agreement, waive any conditions or rights under, amendany terms of, or alter, suspend, discontinue, cancel or terminate, any Award theretofore granted or theassociated Award Agreement, prospectively or retroactively (including after a Participant’sTermination); provided, that, other than pursuant to Section 12, any such waiver, amendment, alteration,suspension, discontinuance, cancellation or termination that would materially and adversely affect therights of any Participant with respect to any Award theretofore granted shall not to that extent be effectivewithout the consent of the affected Participant.(c) No Repricing. Notwithstanding anything in the Plan to the contrary, without stockholderapproval, except as otherwise permitted under Section 12 of the Plan, (i) no amendment or modificationmay reduce the Exercise Price of any Option or the Strike Price of any SAR; (ii) the Committee may notcancel any outstanding Option or SAR and replace it with a new Option or SAR (with a lower ExercisePrice or Strike Price, as the case may be) or other Award or cash payment that is greater than the intrinsicvalue (if any) of the cancelled Option or SAR; and (iii) the Committee may not take any other actionwhich is considered a “repricing” for purposes of the stockholder approval rules of any securitiesexchange or inter-dealer quotation system on which the securities of the Company are listed or quoted.14. General.(a) Award Agreements. Each Award (other than a Cash-Based Incentive Award) under thePlan shall be evidenced by an Award Agreement, which shall be delivered to the Participant to whomsuch Award was granted and shall specify the terms and conditions of the Award and any rules applicablethereto, including, without limitation, the effect on such Award of the death, Disability or Termination ofa Participant, or of such other events as may be determined by the Committee. For purposes of the Plan,an Award Agreement may be in any such form (written or electronic) as determined by the Committee(including, without limitation, a Board or Committee resolution, an employment agreement, a notice, acertificate or a letter) evidencing the Award. The Committee need not require an Award Agreement to besigned by the Participant or a duly authorized representative of the Company.(b) Nontransferability.(i) Each Award shall be exercisable only by such Participant to whom such Awardwas granted during the Participant’s lifetime, or, if permissible under applicable law, by the Participant’slegal guardian or representative. No Award may be assigned, alienated, pledged, attached, sold orotherwise transferred or encumbered by a Participant (unless such transfer is specifically requiredpursuant to a domestic relations order or by applicable law) other than by will or by the laws of descentand distribution and any such purported assignment, alienation, pledge, attachment, sale, transfer orencumbrance shall be void and unenforceable against any member of the Company Group; provided, thatthe designation of a beneficiary shall not constitute an assignment, alienation, pledge, attachment, sale,transfer or encumbrance.(ii) Notwithstanding the foregoing, the Committee may, in its sole discretion, permitAwards (other than Incentive Stock Options) to be transferred by a Participant, without consideration,subject to such rules as the Committee may adopt consistent with any applicable Award Agreement topreserve the purposes of the Plan, to (A) any person who is a “family member” of the Participant, as suchterm is used in the instructions to Form S-8 under the Securities Act or any successor form of registrationstatement promulgated by the Securities and Exchange Commission (collectively, the “Immediate Family

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16Members”); (B) a trust solely for the benefit of the Participant and the Participant’s Immediate FamilyMembers; (C) a partnership or limited liability company whose only partners or stockholders are theParticipant and the Participant’s Immediate Family Members; or (D) a beneficiary to whom donations areeligible to be treated as “charitable contributions” for federal income tax purposes (each transfereedescribed in clauses (A), (B), (C) and (D) above is hereinafter referred to as a “PermittedTransferee”); provided, that the Participant gives the Committee advance written notice describing theterms and conditions of the proposed transfer and the Committee notifies the Participant in writing thatsuch a transfer would comply with the requirements of the Plan.(iii) The terms of any Award transferred in accordance with clause (ii) above shallapply to the Permitted Transferee and any reference in the Plan, or in any applicable Award Agreement,to a Participant shall be deemed to refer to the Permitted Transferee, except that (A) PermittedTransferees shall not be entitled to transfer any Award, other than by will or the laws of descent anddistribution; (B) Permitted Transferees shall not be entitled to exercise any transferred Option unless thereshall be in effect a registration statement on an appropriate form covering the shares of Common Stock tobe acquired pursuant to the exercise of such Option if the Committee determines, consistent with anyapplicable Award Agreement, that such a registration statement is necessary or appropriate; (C) neitherthe Committee nor the Company shall be required to provide any notice to a Permitted Transferee,whether or not such notice is or would otherwise have been required to be given to the Participant underthe Plan or otherwise; and (D) the consequences of a Participant’s Termination under the terms of thePlan and the applicable Award Agreement shall continue to be applied with respect to the Participant,including, without limitation, that an Option shall be exercisable by the Permitted Transferee only to theextent, and for the periods, specified in the Plan and the applicable Award Agreement.(c) Dividends and Dividend Equivalents. The Committee may, in its sole discretion, providea Participant as part of an Award with dividends, dividend equivalents, or similar payments in respect ofAwards, payable in cash, shares of Common Stock, other securities, other Awards or other property, on acurrent or deferred basis, on such terms and conditions as may be determined by the Committee in its solediscretion, including, without limitation, payment directly to the Participant, withholding of such amountsby the Company subject to vesting of the Award or reinvestment in additional shares of Common Stock,Restricted Stock or other Awards. Without limiting the foregoing, unless otherwise provided in theAward Agreement, any dividend otherwise payable in respect of any share of Restricted Stockor dividendequivalent that remains subject to vesting conditions at the time of payment of such dividend or dividendequivalent shall be retained by the Company and remain subject to the same vesting conditions as theshare of Restricted Stock Award to which the dividend or dividend equivalent relates and shall not bepaid or distributed until such vesting conditions are satisfied.(d) Minimum Vesting Requirement. Notwithstanding any other provision of the Plan to thecontrary, no portion of any equity-based Award granted under the Plan shall vest earlier than the firstanniversary of the date the Award is granted; provided, that the following Awards shall not be subject tothe foregoing minimum vesting requirement: any (i) substitute Awards granted pursuant to Section 5(e),(ii) Shares delivered in lieu of fully-vested cash Awards, (iii) Awards to Non-Employee Directors thatvest on the earlier of the one-year anniversary of the date of grant and the next annual meeting ofstockholders which is at least 50 weeks after the immediately preceding year’s annual meeting, and (iv)any additional Awards the Committee may grant, up to a maximum of five percent (5%) of the availableshare reserve authorized for issuance under the Plan pursuant to Section 5(b) (subject to adjustment underSection 12(a)); and, provided, further, that the foregoing restriction does not apply to acceleratedexercisability or vesting of any Award in cases of death, Disability or a Change in Control.(d)(e) Tax Withholding.

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17(i) A Participant shall be required to pay to the Company or one or more of itsSubsidiaries, as applicable, an amount in cash (by check or wire transfer) equal to the aggregate amountof any income, employment and/or other applicable taxes that are statutorily required to be withheld inrespect of an Award. Alternatively, the Company or any of its Subsidiaries may elect, in its solediscretion, to satisfy this requirement by withholding such amount from any cash compensation or othercash amounts owing to a Participant.(ii) Without limiting the foregoing, the Committee may (but is not obligated to), inits sole discretion, permit or require a Participant to satisfy, all or any portion of the minimum income,employment and/or other applicable taxes that are statutorily required to be withheld with respect to anAward by (A) the delivery of shares of Common Stock (which are not subject to any pledge or othersecurity interest) that have been both held by the Participant and vested for at least six (6) months (or suchother period as established from time to time by the Committee in order to avoid adverse accountingtreatment under applicable accounting standards) having an aggregate Fair Market Value equal to suchminimum statutorily required withholding liability (or portion thereof); or (B) having the Companywithhold from the shares of Common Stock otherwise issuable or deliverable to, or that would otherwisebe retained by, the Participant upon the grant, exercise, vesting or settlement of the Award, as applicable,a number of shares of Common Stock with an aggregate Fair Market Value equal to an amount, subject toclause (iii) below, not in excess of such minimum statutorily required withholding liability (or portionthereof).(iii) The Committee, subject to its having considered the applicable accountingimpact of any such determination, has full discretion to allow Participants to satisfy, in whole or in part,any additional income, employment and/or other applicable taxes payable by them with respect to anAward by electing to have the Company withhold from the shares of Common Stock otherwise issuableor deliverable to, or that would otherwise be retained by, a Participant upon the grant, exercise, vesting orsettlement of the Award, as applicable, shares of Common Stock having an aggregate Fair Market Valuethat is greater than the applicable minimum required statutory withholding liability (but such withholdingmay in no event be in excess of the maximum statutory withholding amount(s) in a Participant’s relevanttax jurisdictions).(e)(f) Data Protection. By participating in the Plan or accepting any rights granted under it,each Participant consents to the collection and processing of personal data relating to the Participant sothat the Company and its Affiliates can fulfill their obligations and exercise their rights under the Plan andgenerally administer and manage the Plan. This data will include, but may not be limited to, data aboutparticipation in the Plan and shares offered or received, purchased, or sold under the Plan from time totime and other appropriate financial and other data (such as the date on which the Awards were granted)about the Participant and the Participant’s participation in the Plan.(f)(g) No Claim to Awards; No Rights to Continued Employment; Waiver. No employee ofany member of the Company Group, or other Person, shall have any claim or right to be granted anAward under the Plan or, having been selected for the grant of an Award, to be selected for a grant of anyother Award. There is no obligation for uniformity of treatment of Participants or holders or beneficiariesof Awards. The terms and conditions of Awards and the Committee’s determinations and interpretationswith respect thereto need not be the same with respect to each Participant and may be made selectivelyamong Participants, whether or not such Participants are similarly situated. Neither the Plan nor anyaction taken hereunder shall be construed as giving any Participant any right to be retained in the employor service of the Service Recipient or any other member of the Company Group, nor shall it be construedas giving any Participant any rights to continued service on the Board. The Service Recipient or anyother member of the Company Group may at any time dismiss a Participant from employment ordiscontinue any consulting relationship, free from any liability or any claim under the Plan, unless

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18otherwise expressly provided in the Plan or any Award Agreement. By accepting an Award under thePlan, a Participant shall thereby be deemed to have waived any claim to continued exercise or vesting ofan Award or to damages or severance entitlement related to non-continuation of the Award beyond theperiod provided under the Plan or any Award Agreement, except to the extent of any provision to thecontrary in any written employment contract or other agreement between the Service Recipient and/or anymember of the Company Group and the Participant, whether any such agreement is executed before, on orafter the Date of Grant.(g)(h) International Participants. With respect to Participants who reside or work outside of theUnited States of America, the Committee may, in its sole discretion, amend the terms of the Plan andcreate or amend Sub-Plans or amend outstanding Awards with respect to such Participants in order toconform such terms with the requirements of local law or to obtain more favorable tax or other treatmentfor a Participant or any member of the Company Group.(h)(i) Designation and Change of Beneficiary. Each Participant may file with the Committee awritten designation of one or more Persons as the beneficiary or beneficiaries, as applicable, who shall beentitled to receive the amounts payable with respect to an Award, if any, due under the Plan upon theParticipant’s death. A Participant may, from time to time, revoke or change the Participant’s beneficiarydesignation without the consent of any prior beneficiary by filing a new designation with theCommittee. The last such designation received by the Committee shall be controlling; provided,however, that no designation, or change or revocation thereof, shall be effective unless received by theCommittee prior to the Participant’s death, and in no event shall it be effective as of a date prior to suchreceipt. If no beneficiary designation is filed by a Participant, the beneficiary shall be deemed to be theParticipant’s spouse or, if the Participant is unmarried at the time of death, the Participant’s estate.(i)(j) Termination. Except as otherwise provided in an Award Agreement, unless determinedotherwise by the Committee at any point following such event: (i) neither a temporary absence fromemployment or service due to illness, vacation or leave of absence (including, without limitation, a call toactive duty for military service through a Reserve or National Guard unit) nor a transfer from employmentor service with one Service Recipient to employment or service with another Service Recipient (or viceversa)shall be considered a Termination; and (ii) if a Participant undergoes a Termination ofemployment, but such Participant continues to provide services to the Company Group in a non-employeecapacity, such change in status shall not be considered a Termination for purposes of the Plan. Further,unless otherwise determined by the Committee, in the event that any Service Recipient ceases to be amember of the Company Group (by reason of sale, divestiture, spin-off or other similar transaction),unless a Participant’s employment or service is transferred to another entity that would constitute aService Recipient immediately following such transaction, such Participant shall be deemed to havesuffered a Termination hereunder as of the date of the consummation of such transaction.(j)(k) No Rights as a Stockholder. Except as otherwise specifically provided in the Plan or anyAward Agreement, no Person shall be entitled to the privileges of ownership in respect of shares ofCommon Stock which are subject to Awards hereunder until such shares have been issued or delivered tosuch Person.(k)(l) Government and Other Regulations.(i) The obligation of the Company to settle Awards in shares of Common Stock orother consideration shall be subject to all applicable laws, rules, and regulations, and to such approvals bygovernmental agencies as may be required. Notwithstanding any terms or conditions of any Award to thecontrary, the Company shall be under no obligation to offer to sell or to sell, and shall be prohibited fromoffering to sell or selling, any shares of Common Stock pursuant to an Award unless such shares have

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19been properly registered for sale pursuant to the Securities Act with the Securities and ExchangeCommission or unless the Company has received an opinion of counsel (if the Company has requestedsuch an opinion), satisfactory to the Company, that such shares may be offered or sold without suchregistration pursuant to an available exemption therefrom and the terms and conditions of such exemptionhave been fully complied with. The Company shall be under no obligation to register for sale under theSecurities Act any of the shares of Common Stock to be offered or sold under the Plan. The Committeeshall have the authority to provide that all shares of Common Stock or other securities of any member ofthe Company Group issued under the Plan shall be subject to such stop-transfer orders and otherrestrictions as the Committee may deem advisable under the Plan, the applicable Award Agreement, theFederal securities laws, or the rules, regulations and other requirements of the Securities and ExchangeCommission, any securities exchange or inter-dealer quotation system on which the securities of theCompany are listed or quoted and any other applicable Federal, state, local or non-U.S. laws, rules,regulations and other requirements, and, without limiting the generality of Section 9 of the Plan, theCommittee may cause a legend or legends to be put on certificates representing shares of Common Stockor other securities of any member of the Company Group issued under the Plan to make appropriatereference to such restrictions or may cause such Common Stock or other securities of any member of theCompany Group issued under the Plan in book-entry form to be held subject to the Company’sinstructions or subject to appropriate stop-transfer orders. Notwithstanding any provision in the Plan tothe contrary, the Committee reserves the right to, at any time, add any additional terms or provisions toany Award granted under the Plan that the Committee, in its sole discretion, deems necessary or advisablein order that such Award complies with the legal requirements of any governmental entity to whosejurisdiction the Award is subject.(ii) The Committee may cancel an Award or any portion thereof if it determines, inits sole discretion, that legal or contractual restrictions and/or blockage and/or other market considerationswould make the Company’s acquisition of shares of Common Stock from the public markets, theCompany’s issuance of Common Stock to the Participant, the Participant’s acquisition of Common Stockfrom the Company and/or the Participant’s sale of Common Stock to the public markets, illegal,impracticable or inadvisable. If the Committee determines to cancel all or any portion of an Award inaccordance with the foregoing, the Company shall, subject to any limitations or reductions as may benecessary to comply with Section 409A of the Code, (A) pay to the Participant an amount equal to theexcess of (I) the aggregate Fair Market Value of the shares of Common Stock subject to such Award orportion thereof canceled (determined as of the applicable exercise date, or the date that the shares wouldhave been vested or issued, as applicable); over (II) the aggregate Exercise Price or Strike Price (in thecase of an Option or SAR, respectively) or any amount payable as a condition of issuance of shares ofCommon Stock (in the case of any other Award). Such amount shall be delivered to the Participant assoon as practicable following the cancellation of such Award or portion thereof, or (B) in the case ofRestricted Stock, Restricted Stock Units or Other Equity-Based Awards, provide the Participant with acash payment or equity subject to deferred vesting and delivery consistent with the vesting restrictionsapplicable to such Restricted Stock, Restricted Stock Units or Other Equity-Based Awards, or theunderlying shares in respect thereof.(l)(m) No Section 83(b) Elections Without Consent of Company. No election under Section83(b) of the Code or under a similar provision of law may be made unless expressly permitted by theterms of the applicable Award Agreement or by action of the Company in writing prior to the making ofsuch election. If a Participant, in connection with the acquisition of shares of Common Stock under thePlan or otherwise, is expressly permitted to make such election and the Participant makes the election, theParticipant shall notify the Company of such election within ten (10) days of filing notice of the electionwith the Internal Revenue Service or other governmental authority, in addition to any filing andnotification required pursuant to Section 83(b) of the Code or other applicable provision.

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20(m)(n) Payments to Persons Other Than Participants. If the Committee shall find that anyPerson to whom any amount is payable under the Plan is unable to care for the Participant’s affairsbecause of illness or accident, or is a minor, or has died, then any payment due to such Person or theParticipant’s estate (unless a prior claim therefor has been made by a duly appointed legal representative)may, if the Committee so directs the Company, be paid to the Participant’s spouse, child, relative, aninstitution maintaining or having custody of such Person, or any other Person deemed by the Committeeto be a proper recipient on behalf of such Person otherwise entitled to payment. Any such payment shallbe a complete discharge of the liability of the Committee and the Company therefor.(n)(o) (n) Nonexclusivity of the Plan. Neither the adoption of the Plan by the Board nor thesubmission of the Plan to the stockholders of the Company for approval shall be construed as creating anylimitations on the power of the Board to adopt such other incentive arrangements as it may deemdesirable, including, without limitation, the granting of equity-based awards otherwise than under thePlan, and such arrangements may be either applicable generally or only in specific cases.(o)(p) (o) No Trust or Fund Created. Neither the Plan nor any Award shall create or beconstrued to create a trust or separate fund of any kind or a fiduciary relationship between any member ofthe Company Group, on the one hand, and a Participant or other Person, on the other hand. No provisionof the Plan or any Award shall require the Company, for the purpose of satisfying any obligations underthe Plan, to purchase assets or place any assets in a trust or other entity to which contributions are made orotherwise to segregate any assets, nor shall the Company be obligated to maintain separate bank accounts,books, records or other evidence of the existence of a segregated or separately maintained or administeredfund for such purposes. Participants shall have no rights under the Plan other than as unsecured generalcreditors of the Company, except that insofar as they may have become entitled to payment of additionalcompensation by performance of services, they shall have the same rights as other service providers undergeneral law.(p)(q) (p) Reliance on Reports. Each member of the Committee and each member of theBoard shall be fully justified in acting or failing to act, as the case may be, and shall not be liable forhaving so acted or failed to act in good faith, in reliance upon any report made by the independent publicaccountant of any member of the Company Group and/or any other information furnished in connectionwith the Plan by any agent of the Company or the Committee or the Board, other than himself or herself.(q)(r) (q) Relationship to Other Benefits. No payment under the Plan shall be taken intoaccount in determining any benefits under any pension, retirement, profit sharing, group insurance orother benefit plan of the Company except as otherwise specifically provided in such other plan or asrequired by applicable law.(r)(s) (r) Governing Law. The Plan shall be governed by and construed in accordancewith the internal laws of the State of Delaware applicable to contracts made and performed wholly withinthe State of Delaware, without giving effect to the conflict of laws provisions thereof. EACHPARTICIPANT WHO ACCEPTS AN AWARD IRREVOCABLY WAIVES ALL RIGHT TO A TRIALBY JURY IN ANY SUIT, ACTION, OR OTHER PROCEEDING INSTITUTED BY OR AGAINSTSUCH PARTICIPANT IN RESPECT OF THE PARTICIPANT’S RIGHTS OR OBLIGATIONSHEREUNDER.(s)(t) (s) Severability. If any provision of the Plan or any Award or Award Agreement isor becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any Person orAward, or would disqualify the Plan or any Award under any law deemed applicable by the Committee,such provision shall be construed or deemed amended to conform to the applicable laws, or if it cannot be

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Appendix B

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21construed or deemed amended without, in the determination of the Committee, materially altering theintent of the Plan or the Award, such provision shall be construed or deemed stricken as to suchjurisdiction, Person or Award and the remainder of the Plan and any such Award shall remain in full forceand effect.(t)(u) (t) Obligations Binding on Successors. The obligations of the Company under thePlan shall be binding upon any successor corporation or organization resulting from the merger,consolidation or other reorganization of the Company, or upon any successor corporation or organizationsucceeding to substantially all of the assets and business of the Company.(u)(v) (u) Section 409A of the Code.(i) Notwithstanding any provision of the Plan to the contrary, it is intended that theprovisions of the Plan comply with Section 409A of the Code, and all provisions of the Plan shall beconstrued and interpreted in a manner consistent with the requirements for avoiding taxes or penaltiesunder Section 409A of the Code. Each Participant is solely responsible and liable for the satisfaction ofall taxes and penalties that may be imposed on or in respect of such Participant in connection with thePlan (including any taxes and penalties under Section 409A of the Code), and neither the ServiceRecipient nor any other member of the Company Group shall have any obligation to indemnify orotherwise hold such Participant (or any beneficiary) harmless from any or all of such taxes orpenalties. With respect to any Award that is considered “deferred compensation” subject to Section 409Aof the Code, references in the Plan to “termination of employment” (and substantially similar phrases)shall mean “separation from service” within the meaning of Section 409A of the Code. For purposes ofSection 409A of the Code, each of the payments that may be made in respect of any Award granted underthe Plan is designated as a separate payment.(ii) Notwithstanding anything in the Plan to the contrary, if a Participant is a“specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, no payments inrespect of any Awards that are “deferred compensation” subject to Section 409A of the Code and whichwould otherwise be payable upon the Participant’s “separation from service” (as defined in Section 409Aof the Code) shall be made to such Participant prior to the date that is six (6) months after the date of suchParticipant’s “separation from service” or, if earlier, the date of the Participant’s death. Following anyapplicable six (6) month delay, all such delayed payments will be paid in a single lump sum on theearliest date permitted under Section 409A of the Code that is also a business day.(iii) Unless otherwise provided by the Committee in an Award Agreement orotherwise, in the event that the timing of payments in respect of any Award (that would otherwise beconsidered “deferred compensation” subject to Section 409A of the Code) would be accelerated upon theoccurrence of (A) a Change in Control, no such acceleration shall be permitted unless the event givingrise to the Change in Control satisfies the definition of a change in the ownership or effective control of acorporation, or a change in the ownership of a substantial portion of the assets of a corporation pursuantto Section 409A of the Code; or (B) a Disability, no such acceleration shall be permitted unless theDisability also satisfies the definition of “Disability” pursuant to Section 409A of the Code.(w) (v) Clawback/Repayment. All Awards shall be subject to reduction, cancellation,forfeiture or recoupment to the extent necessary to comply with (i) any clawback, forfeiture or othersimilar policy adopted by the Board or the Committee and as in effect from time to time; and (ii)applicable law. Further, to the extent that the Participant receives any amount in excess of the amountthat the Participant should otherwise have received under the terms of the Award for any reason(including, without limitation, by reason of a financial restatement, mistake in calculations or otheradministrative error), the Participant shall be required to repay any such excess amount to the Company.

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Appendix B

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22(x) (w) Right of Offset. The Company will have the right to offset against its obligationto deliver shares of Common Stock (or other property or cash) under the Plan or any Award Agreementany outstanding amounts (including, without limitation, travel and entertainment or advance accountbalances, loans, repayment obligations under any Awards, or amounts repayable to the Company pursuantto tax equalization, housing, automobile or other employee programs) that the Participant then owes toany member of the Company Group and any amounts the Committee otherwise deems appropriatepursuant to any tax equalization policy or agreement. Notwithstanding the foregoing, if an Award is“deferred compensation” subject to Section 409A of the Code, the Committee will have no right to offsetagainst its obligation to deliver shares of Common Stock (or other property or cash) under the Plan or anyAward Agreement if such offset could subject the Participant to the additional tax imposed under Section409A of the Code in respect of an outstanding Award.(y) (x) Expenses; Titles and Headings. The expenses of administering the Plan shall beborne by the Company Group. The titles and headings of the sections in the Plan are for convenience ofreference only, and in the event of any conflict, the text of the Plan, rather than such titles or headings,shall control.

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MMMMMMMMMENDORSEMENT_LINE______________ SACKPACK_____________000001MR A SAMPLEDESIGNATION (IF ANY)ADD ~~1 ADD 2 ADD 3 ADD 4 ADD 5 ADD 6 Using~~1ADD 2ADD 3ADD 4ADD 5ADD 6Using a black ink pen, mark your votes with an X as shown in this ~~example. Please~~example.Please do not write outside the designated areas. ~~2021 Annual Meeting Proxy Card Your~~MMMMMMMMMMMMMMMMMMMMMMMMMM C123456789000000000.000000 ext000000000.000000 ext000000000.000000 ext000000000.000000 ext000000000.000000 ext000000000.000000 extYour vote matters – here’s how to vote!You may vote online or by phone instead of mailing this ~~card. Online GIof ntoo welwewct.rinovneicstvoortviontge,.com/~~card.Votes submitted electronically must be received by June 11, 2024 at 11:59 P.M., Eastern Time.OnlineGo to www.investorvote.com/EYE or scan ~~thdeelQetRecQoRdeco—dleogainnddceotanitlrsoal r#e~~the QR code — login details are located in the shaded bar ~~below. Phone Call~~below.PhoneCall toll free 1-800-652-VOTE (8683) within the USA, US territories and ~~Canada Save~~CanadaSave paper, time and money!Sign up for electronic delivery ~~at www.investorvote.com/~~atwww.investorvote.com/EYE ~~1234~~2024 Annual Meeting Proxy Card1234 5678 9012 ~~345 T IF~~345IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ~~ENVELOPE. T A Proposals~~ENVELOPE.AProposals — The Board of Directors recommends a vote FOR the nominees listed in Proposal 1, ~~and~~ FOR Proposals 2, 3, 4 and 5. 5, and 1 YEAR onProposal 3.+1. Elect ~~Class I~~ Directors of the Company:For ~~Withhold For Withhold For Withhold +~~Against AbstainFor Against AbstainFor Against Abstain 01 - Jose Armario04 - Susan SomersilleJohnson07 - D. Randolph Peeler2.Advisory vote to approve the compensation of the named executive officers (“Say-on-Pay”). 02 - L. Reade ~~Fahs 02~~Fahs03 - Virginia Hepner05- Naomi Kelman06 - Susan ~~Somersille Johnson 03 - Naomi Kelman 2. Approve an~~O’Farrell08- Thomas V. Taylor, Jr.ForAgainstAbstain1 Year 2 Years3 YearsAbstain3. Advisory vote on the frequency of future Say-on-Pay votes.ForAgainstAbstainForAgainstAbstain 4.Approval of amendment ~~to the second amended~~ and ~~restated certificate of incorporation to eliminate the classified structure~~restatement of the ~~board~~National Vision Holdings, Inc. 2017 Omnibus Incentive Plan. 5. Ratification of directors. For Against Abstain 3. Approve an amendment to the second amended and restated certificate of incorporation to eliminate supermajority voting standards and other obsolete provisions. For Against Abstain 4. Approve, in a non-binding advisory vote, the compensation paid to the named executive officers. 5. Ratify the appointment of Deloitte & Touche LLP to serve as the Company’s independent registered public accounting firm for fiscal ~~2021. B Authorized~~2024. BAuthorized Signatures — This section must be completed for your vote to count. Please date and sign ~~below. Please~~below.Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized ~~officer. Date~~officer.Date (mm/dd/yyyy) — Please print date ~~below. Signature~~below.Signature 1 — Please keep signature within the ~~box. Signature~~box.Signature 2 — Please keep signature within the box. ~~MMMMMM~~MMMMMMM C ~~1234567890 J~~1234567890J N ~~T 3 4 B V 5 0~~T1 U P X 6 1 3 3 ~~6 5~~2 2 MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE 140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE ANDMR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND + MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND ~~MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND 03G4JB~~03ZEWB

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~~The 2021~~National Vision Holdings, Inc.2024 Annual Meeting of Stockholders ~~of National~~Admission TicketJune 12, 2024, 1:00 P.M. Eastern TimeNational Vision ~~Holdings, Inc. will be held exclusively online on Tuesday, June 8, 2021, 1:00 p.m. Eastern time,~~Headquarters2435 Commerce Avenue, Building 2200, Duluth, GA 30096Upon arrival, please present this admission ticket and photo identification at ~~http://www.meetingcenter.io/208004347. To access~~ the ~~virtual meeting, you must have the information that is printed in the shaded bar located on the reverse side of this form. The password for this meeting is — EYE2021. Important~~registration desk.Important Notice Regarding the Internet Availability of Proxy Materials for the Annual Meeting of ~~Stockholders. The~~Stockholders.The Proxy Statement and Annual Report are available at: www.edocumentview.com/~~EYE Small~~EYESmall steps make an ~~impact. Help~~impact.Help the environment by consenting to receive electronic delivery, sign up at www.investorvote.com/~~EYE T IF~~EYEIF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ~~ENVELOPE. T National~~ENVELOPE.National Vision Holdings, Inc.+Notice of ~~2021~~2024 Annual Meeting of ~~Stockholders Proxy~~StockholdersProxy Solicited by Board of Directors for Annual Meeting — June ~~8, 2021 L.~~12, 2024L. Reade Fahs, ~~Patrick Moore~~Melissa Rasmussen and Jared Brandman, or any of them, each with the power of substitution, are hereby authorized to represent and vote the shares of the undersigned, with all the powers which the undersigned would possess if personally present, at the Annual Meeting of Stockholders of National Vision Holdings, Inc. to be held on June ~~8, 2021~~12, 2024 or at any postponement or adjournment ~~thereof. Shares~~thereof.Shares represented by this proxy will be voted by the stockholder. If no such directions are indicated, the Proxies will have authority to vote FOR the election of the nominees listed in ~~Proposals~~Proposal 1 (Election of Directors), FOR Proposal 2 ~~(Amendment~~(Advisory vote to ~~Certificate~~approve the compensation of ~~Incorporation to Eliminate Classified Structure of Board)~~the named executive officers (“Say-on-Pay”)), ~~FOR~~1 YEAR on Proposal 3 ~~(Amendment to Certificate~~(Advisory vote on the frequency of ~~Incorporate to Eliminate Supermajority Voting Provisions and Other Obsolete Provisions)~~future Say-on-Pay votes), FOR Proposal 4 (Approval ~~in Non-Binding Advisory Vote,~~ of ~~Compensation Paid to Named Executive Officers)~~amendment and restatement of the National Vision Holdings, Inc. 2017 Omnibus Incentive Plan), and FOR Proposal 5 (Ratification of ~~Independent Registered Public Accounting Firm). In~~the appointment of Deloitte & Touche LLP to serve as the Company’s independent registered public accounting firm for fiscal 2024).In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting. ~~(Items~~(Items to be voted appear on reverse side) ~~C Non-Voting Items Change~~CNon-Voting ItemsChange of Address — Please print new address ~~below. Comments~~below.Comments — Please print your comments below. +

	Proposal 4—Approval of Amendment and Restatement of the 2017 Omnibus Incentive Plan					58
	Increasing the Number of Shares Reserved for Issuance under the Equity Plan					58
	~~Communications with~~Summary of the ~~Board~~Equity Plan					1860
	~~Board Committees and Meetings~~New Plan Benefits; Market Value of Securities					1866
	~~Committee Charters & Corporate Governance Guidelines~~Awards Granted under the Equity Plan					1967
	~~Code of Conduct~~Audit Committee Matters					1968
	~~Hedging~~Proposal 5—Ratification of the Appointment of Deloitte & ~~Pledging Policies~~Touche LLP as our Independent Registered Public Accounting Firm for 2024					2068
	Audit and Non-Audit Fees					69
	~~Transactions with Related Persons~~Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services					2069
	~~Stockholder Engagement~~Report of the Audit Committee					2069
	~~Philanthropy and Corporate Social Responsibility~~Important Information About Voting at the Annual Meeting					2071
	~~Human Capital Management~~Proposals to be Voting on and Voting Recommendations					2171
	~~Compensation of Directors~~					22
	~~Proposal No. 2—Amendment to Eliminate the Classified Structure of the Board of Directors~~Other Business					2471
	~~Proposal No. 3—Amendment to Eliminate Supermajority Voting Standards and Other Obsolete Provisions~~					26
	~~Executive Compensation~~					29
	~~Proposal No. 4—Non-Binding Advisory~~Who Can Vote ~~on Executive Compensation~~					2971
	~~Compensation Discussion and Analysis~~					30
	~~Compensation Committee Report~~Quorum					4171
	~~Summary Compensation Table~~Vote Required					4272
	~~Grants~~Voting in Advance of ~~Plan-Based Awards~~the Annual Meeting					4372
	~~Outstanding Equity Awards at Fiscal Year End~~Voting During the Annual Meeting					4572
	~~Option Exercises and~~How to Vote if a Bank, Broker, or Other Nominee is the Record Holder of Your Stock ~~Vested~~					4672
	~~Pension Benefits~~Broker Voting and Broker Non-Votes					4673
	~~Non-Qualified Deferred Compensation~~How to Change or Revoke Your Proxy					4673
	~~Potential Payments on Termination or Change in Control~~How Votes are Counted					4673
	~~Compensation Committee Interlocks and Insider Participation~~Proxies					4973
	~~Equity Compensation Plan~~Other Information for Stockholders					5074
	~~CEO Pay Ratio~~Attending the Annual Meeting					5174

	~~Ownership of Our Securities~~					52
	~~Delinquent Section 16(a) Reports~~Stockholder Proposals for the 2025 Annual Meeting					5274
	~~Beneficial Ownership~~Householding of ~~National Vision Common Stock~~Proxy Materials					5275
	~~Audit Committee Matters~~Solicitation of Proxies					5475
	~~Proposal No. 5—Ratification~~Important Notice Regarding the Availability of ~~Independent Registered Public Accounting Firm~~Proxy Materials					5475
	~~Report of the Audit Committee~~					55
	~~Important Information About Voting at the Annual Meeting~~Forward-Looking Statements					5676
	~~Other Information for Stockholders~~Appendix A					5877
	~~Stockholder Proposals for the 2022 Annual Meeting~~Non-GAAP Financial Measures					5877
	~~Householding of Proxy Materials~~Appendix B					5882
	~~Other Business~~National Vision Holdings, Inc. 2017 Omnibus Incentive Plan (marked)					82

	~~Letter~~Proxy Statement Summary					1
	2024 Annual Meeting of Stockholders					1
	Voting Recommendations					1
	How to ~~Stockholders from our Chairman of the~~Vote					1
	2023 Business Highlights					2
	Our Board of Directors ~~and Chief~~					3
	Corporate Governance Highlights					5
	Sustainability & Human Capital Management					6
	Executive ~~Officer~~Compensation Highlights					7
	Corporate Governance Matters					8
	Proposal 1—Election of Directors					18
	~~Notice~~Nominees for Election to the Board of ~~Annual Meeting of Stockholders~~Directors					38
	~~Proxy Statement Summary~~Corporate Governance Highlights					415
	~~Proxy Statement~~Board and Committee Governance					1116
	Board ~~of Directors and Certain Governance Matters~~Committees					1117
	Board Oversight					18
	Board and Committee Evaluations					20
	Code of Conduct					20
	Hedging and Pledging Policies					21
	Transactions with Related Persons					21
	Director Compensation					21
	Communications with the Board					24
	Stockholder Engagement					24
	Sustainability & Human Capital Management					25
	Sustainability					25
	Human Capital Management					27
	Executive Compensation					30
	Proposal ~~No. 1—Election~~2—Advisory Vote to Approve the Compensation of ~~Directors~~our Named Executive Officers					1130
	~~Board Oversight~~Compensation Discussion and Analysis					1531
	~~Director Independence~~Compensation Committee Report					1541
	~~Composition of the Board of Directors~~Executive Compensation Tables					1542
	~~Director Nomination Process~~Compensation Committee Interlocks and Insider Participation					1549
	~~Leadership Structure of the Board of Directors~~Equity Compensation Plan Information					1749
	~~Board Oversight of Risk Management~~CEO Pay Ratio					1750
	~~Management Succession Planning~~Pay Versus Performance					1751
	~~Executive Sessions~~Proposal 3—Advisory Vote on the Frequency of Future Say-on-Pay Votes					1855
	Ownership of Our Securities					56
	~~Board and Committee Evaluations~~Beneficial Ownership of National Vision Common Stock					1856


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

Name	Fees earned or paid in cash ($)(1)		Stock awards ($)(2)		All other compensation ($)		Total ($)
D. Randolph Peeler(3)		56,250		—		—		56,250
Heather Cianfrocco		56,250		100,000		—		156,250
Virginia A. Hepner		63,750		100,000		—		163,750
Susan S. Johnson		18,750		100,000		—		118,750
Naomi Kelman		25,000		100,000		—		125,000
Thomas V. Taylor, Jr.		67,500		100,000		—		167,500
David M. Tehle		71,250		100,000		—		171,250
Nathaniel H. Taylor(4)		37,500		—		—		37,500

Named Executive Officer	2019 Base Salary			Percentage Increase		2020 Base Salary			Original Effective Date for Base Salary Increase	Actual Effective Date for Base Salary Increase
L. Reade Fahs		$	927,000		3.0%		$	955,000	April 2020	July 2020
Patrick R. Moore		$	450,000		11.1%		$	500,000	April 2020	July 2020
Bill Clark		$	320,000		9.3%		$	350,000	April 2020	July 2020
Jared Brandman		$	300,000		16.7%		$	350,000	—	January 2020
Joan Blackwood		$	320,000		—		$	320,000	—	—

	STIP Adjusted EBITDA(1) ($million)			Payout (% of Target)
Maximum		$	255.7		200%
Target		$	234.6		100%
Threshold		$	211.1		50%
Actual		$	230.5		91.22%

Named Executive Officer	2020 Base Salary as of July 5, 2020			Target STIP (as a Percentage of Base Salary)		Achievement Factor as a Percentage of Base Salary		Discretionary Bonus (as a Percentage of Base Salary)(1)		Final STIP Payout (as a percentage of Base Salary)		Final STIP Payout Amount
L. Reade Fahs		$	955,000		100%		91.22%		8.78%		100%		$	955,000
Patrick R. Moore		$	500,000		65%		59.29%		5.71%		65%		$	325,000
Bill Clark		$	350,000		50%		45.61%		4.39%		50%		$	175,000
Jared Brandman		$	350,000		50%		45.61%		4.39%		50%		$	175,000
Joan Blackwood		$	320,000		50%		45.61%		4.39%		50%		$	160,000

Named Executive Officer	Target Grant Value ($)			Time-Vesting Stock Options (#)		Performance-Vesting Restricted Stock Units (PSUs) (#)		Time-Vesting Restricted Stock Units (RSUs) (#)
L. Reade Fahs		$	2,250,000		41,089		32,310		16,155
Patrick R. Moore		$	1,000,000		18,262		14,360		7,180
Bill Clark		$	320,000		5,844		4,596		2,298
Jared Brandman		$	250,000		4,566		3,590		1,795
Joan Blackwood		$	250,000		4,566		3,590		1,795

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		2020		743,827		83,849		1,687,551		562,508		871,151		—		27,442		3,976,328
		2019		919,211		—		1,125,024		1,125,001		1,281,776		—		36,815		4,487,827
		2018		900,000		—		—		—		688,635		—		14,035		1,602,670
Patrick R. Moore Senior Vice President and Chief Financial Officer		2020		447,115		28,550		750,023		250,007		296,450		—		7,287		1,779,432
		2019		444,231		—		600,031		300,014		371,669		—		8,153		1,724,098
		2018		421,923		—		—		—		161,418		—		7,404		590,745
Bill Clark(1) Senior Vice President, Chief People Officer		2020		315,385		15,365		240,049		80,004		159,635		—		7,375		817,813
		2019		171,077		50,000		550,027		250,005		119,278		—		162,646		1,303,033

Jared Brandman(1) Senior Vice President, General Counsel and Secretary		2020		328,462		15,365		187,506		62,509		159,635		—		6,809		760,286
		2019		298,915		—		425,031		125,008		208,409		—		5,550		1,062,913

Joan Blackwood(1) Senior Vice President, Chief Marketing Officer		2020	��	302,769		14,048		187,506		62,509		145,952		—		35,074		747,858

NEO	Employer 401(k) Matching Contributions ($)(a)		Life Insurance Premiums ($)(b)		Disability and AD&D Insurance Premiums ($)(c)		Other ($)(d)		Total ($)
L. Reade Fahs		11,157		648		3,237		12,400		27,442
Patrick R. Moore		5,798		648		841		—		7,287
Bill Clark		5,874		659		841		—		7,375
Jared Brandman		4,116		659		2,035		—		6,809
Joan Blackwood		2,585		548		2,299		29,642		35,074

NEO	Grant Date		Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1)						Estimated Possible Payouts Under Equity Incentive Plan Awards(2)						All Other Stock Awards: Number of Shares or Stock Units (#)(3)		All Other Option Award: Number of Securities Underlying Options (#)(4)		Exercise or Base Price of Option Awards ($/Sh)		Grant Date Fair Value of Award ($)(5)
NEO	Grant Date		Threshold ($)		Target ($)		Maximum ($)		Threshold (#)		Target (#)		Maximum (#)						Exercise or Base Price of Option Awards ($/Sh)		Grant Date Fair Value of Award ($)(5)
L. Reade Fahs				477,500		955,000		1,910,000
		2/28/2020								16,155		32,310		64,620								1,125,034
		2/28/2020														16,155						562,517
		2/28/2020																41,089		34.82		562,508
Patrick R. Moore				162,500		325,000		650,000
		2/28/2020								7,180		14,360		28,720								500,515
		2/28/2020														7,180						250,008
		2/28/2020																18,262		34.82		250,007
Bill Clark				87,500		175,000		350,000
		2/28/2020								2,298		4,596		9,192								160,033
		2/28/2020														2,298						80,016
		2/28/2020																5,844		34.82		80,004
Jared Brandman				87,500		175,000		350,000
		2/28/2020								1,795		3,590		7,180								125,004
		2/28/2020														1,795						62,502
		2/28/2020																4,566		34.82		62,509
Joan Blackwood				80,000		160,000		320,000
		2/28/2020								1,795		3,590		7,180								125,004
		2/28/2020														1,795						62,502
		2/28/2020																4,566		34.82		62,509

NEO	Severance Benefit ($)(1)		Continuation of Health Benefits ($)(2)		Stock Options ($)(3)		Performance Stock Units ($)(4)		Restricted Stock Units ($)(5)
L. Reade Fahs Qualifying Termination of Employment Change in Control Termination Upon Death or Disability
		3,820,000		2,351		346,153		—		206,468
		4,795,000		2,939		962,906		1,531,662		731,660
		—		—		962,906		2,911,241		731,660
Patrick R. Moore Qualifying Termination of Employment Change in Control Termination Upon Death or Disability
		1,237,500		—		113,896		—		371,627
		1,670,000		—		333,270		487,750		822,331
		—		—		333,270		1,036,507		822,331
Bill Clark Qualifying Termination of Employment Change in Control Termination Upon Death or Disability
		525,000		34,308		91,998		—		309,245
		807,500		45,744		326,011		316,385		601,225
		—		—		326,011		605,754		601,225
Jared Brandman Qualifying Termination of Employment Change in Control Termination Upon Death or Disability
		787,500		22,872		131,348		—		302,804
		1,070,000		34,308		587,889		170,211		578,444
		—		—		587,889		323,506		578,444
Joan Blackwood Qualifying Termination of Employment Change in Control Termination Upon Death or Disability
		480,000		22,872		13,490		—		31,431
		740,000		34,308		47,806		49,552		329,802
		—		—		47,806		162,591		329,802

Name of Beneficial Owner	Number(1)		Percentage of Total Common Stock
Greater than 5% Stockholders:
JPMorgan Chase & Co.(2)		7,887,774		9.7%
Adage Capital Partners, L.P.(3)		7,867,543		9.7%
The Vanguard Group(4)		7,290,675		9.0%
BlackRock, Inc.(5)		5,799,645		7.1%
Named Executive Officers and Directors:
L. Reade Fahs(6)		1,444,375		1.8%
Patrick R. Moore		202,535		*
Jared Brandman(7)		67,330		*
Bill Clark		17,701		*
Joan Blackwood		2,120		*
D. Randolph Peeler(8)(9)		71,277		*
David M. Tehle(9)		15,153		*
Virginia A. Hepner(9)		9,527		*
Thomas V. Taylor, Jr.(9)		12,971		*
Heather Cianfrocco(9)		6,748		*
Naomi Kelman(9)		2,687		*
Susan S. Johnson(9)		2,368		*
Jose Armario(9)		2,112		*
All directors and executive officers as a group (15 persons)(10)		1,857,319		2.3%

	Fiscal Year 2020			Fiscal Year 2019
Audit fees(1)		$	1,972,656		$	2,064,280
Audit-related fees(2)		$	104,520			—
Tax fees(3)		$	17,375			—
All other fees			—			—
Total		$	2,094,551		$	2,064,280