Independent
Tenure on this board
6.5 yrs
Also a director at
Petco Health & Wellness Company Inc (WOOF)
2 nominees · 4 ballot items.
Elect two Class I directors; advisory vote to approve named executive officer compensation for fiscal 2025 (say-on-pay); advisory vote on frequency of future say-on-pay votes (say-on-frequency); and ratify PricewaterhouseCoopers LLP as the independent registered public accounting firm for fiscal 2026 (fiscal year ending Jan 3, 2027).
Elect two Class I directors (Joel D. Anderson and Terri Funk Graham) to serve until the 2027 annual meeting of stockholders or until their successors are duly elected and qualified.
Non-binding advisory vote to approve the compensation paid to the company’s named executive officers for fiscal 2025, as disclosed in the proxy statement (CD&A, compensation tables, and narrative).
This non-binding advisory proposal asks stockholders to approve the Company’s 2025 executive compensation as disclosed in the proxy (CD&A, tables, and narrative). Management seeks shareholder endorsement to validate its pay-for-performance approach, which for 2025 combined base salary, an annual performance cash bonus tied 75% to Plan EBIT and 25% to comparable store sales, and long-term incentives comprised of PSUs (50% of equity grant with a three-year Plan EBIT performance metric), RSUs (25%), and options (25%). The board emphasizes that the compensation committee uses independent benchmarking and consultant advice, engages with major investors, and sets threshold and cap levels to avoid windfalls; in 2025 strong operating results produced a cash bonus payout at 187% of target and PSU payouts at maximum levels for prior cycles. Although advisory, a FOR vote signals investor support for the committee’s philosophy and the specific pay outcomes; a negative vote would likely trigger more intensive shareholder engagement and possible program changes. The proposal is situated in a governance context where the company had previously received 89% support on 2024 say-on-pay, and management indicates it considers stockholder feedback when setting pay. Key considerations for an analyst include the alignment between realized payouts and disclosed performance metrics (Plan EBIT and comparable store sales), the size and structure of CEO and NEO compensation relative to peers, and the company’s robust 2025 financial performance (notably net sales growth, EBIT, and EPS) that materially drove pay outcomes. The advisory nature limits direct corporate action, but the vote provides the compensation committee information about investor sentiment that may influence future target-setting, metric selection, and discretion applied in final awards. Given the committee’s disclosed governance controls (independent committee, consultant, clawback policy, stock ownership guidelines, capped payouts and threshold requirements), a FOR recommendation reflects management’s view that the program appropriately balances retention, incentives, and alignment with stockholder interests. However, analysts should weigh the magnitude of outsized payouts during strong performance years and monitor any emerging investor concerns about pay quantum or the effectiveness of metrics over multiple cycles.
Non-binding advisory vote where stockholders indicate whether future say-on-pay votes should occur every one, two, or three years; the option receiving the most votes will be the stockholders' preference.
This advisory proposal asks shareholders to indicate their preferred frequency for future say-on-pay votes (one, two, or three years). Management recommends an annual vote, arguing annual votes provide more timely feedback on compensation disclosures and allow the board and compensation committee to react to investor sentiment each year. For analysts, the trade-off is between administrative burden and responsiveness: annual votes increase the company’s ongoing accountability and investor engagement but may limit the company’s ability to implement multi-year compensation structures without interim shareholder signals. The company notes that while it values investor input, changes to compensation already enacted in the fiscal year will often be impractical after the fact; thus, frequent votes are more about signaling and ongoing governance oversight than immediate reversals of pay decisions. The vote is non-binding, and the board may still decide to hold votes at a different cadence if it determines that to be appropriate. Company-specific context: Sprouts held annual say-on-pay votes historically and received strong prior support, and management has engaged with large holders representing roughly 10% of outstanding shares to discuss compensation and governance. An analyst should evaluate whether the preferred frequency aligns with the company’s compensation design horizons (e.g., three-year PSU cycles) — a disconnect could drive repeated advisory disagreement — and monitor proxy advisory firm guidance and major institutional investor preferences, which often favor annual votes for active engagement. Ultimately, a plurality for one year would reaffirm a governance stance of regular investor feedback and may modestly increase the intensity of compensation-focused engagement between the company and its investors.
Ratify the appointment of PricewaterhouseCoopers LLP as Sprouts' independent registered public accounting firm for the fiscal year ending January 3, 2027.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | FMR LLC | 8.1% | 7,585,677 | $585M |
| 2 | BlackRock, Inc. | 6.4% | 5,982,823 | $461M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.3% | 4,954,725 | $382M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.6% | 4,283,917 | $330M |
| 5 | STATE STREET CORP | 3.3% | 3,148,762 | $243M |
| 6 | BlackRock, Inc. | 3.3% | 3,078,959 | $237M |
| 7 | NORDEA INVESTMENT MANAGEMENT AB | 2.7% | 2,558,345 | $198M |
| 8 | RENAISSANCE TECHNOLOGIES LLC | 2.6% | 2,437,374 | $188M |
| 9 | FMR LLC | 2.2% | 2,086,688 | $161M |
| 10 | AQR CAPITAL MANAGEMENT LLC | 2.0% | 1,889,808 | $146M |
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