NATIONAL VISION HOLDINGS INC (EYE)
Sector: Consumer Discretionary
2026 Annual Meeting Analysis
NATIONAL VISION HOLDINGS INC · Meeting: June 17, 2026
Directors FOR
11
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of the eleven director nominees listed in this proxy statement
Fahs has served since 2014; EYE's 3-year return of +5.9% outperforms the compensation peer group median of -36.5% by +42.4pp, well below the 35pp underperformance threshold needed to trigger a vote against, so no TSR flag applies; no overboarding, attendance, or independence concerns identified.
Wilkes joined the board in August 2025, less than 24 months before the meeting, so he is exempt from the TSR trigger under the new-director exemption; no other flags identified.
Peeler has served since 2014; EYE's 3-year TSR outperforms the peer group median by +42.4pp, which does not meet the 35pp underperformance threshold needed to trigger a vote against; no overboarding, attendance, or independence concerns identified.
Armario has served since 2021; EYE's 3-year TSR outperforms the peer group median by +42.4pp, which does not meet the 35pp threshold; he is CEO of Bojangles' (private), which does not count as a public company seat for overboarding purposes; no other flags identified.
Hepner has served since 2018; EYE's 3-year TSR outperforms the peer group median by +42.4pp, which does not meet the 35pp underperformance threshold; she holds seats at Oxford Industries and Huntington Bank (two public company seats as a non-executive, well below the four-seat overboarding limit); no other flags identified.
Johnson has served since 2020; EYE's 3-year TSR outperforms the peer group median by +42.4pp, which does not meet the 35pp threshold; no overboarding, attendance, or independence concerns identified.
Kelman has served since 2020; EYE's 3-year TSR outperforms the peer group median by +42.4pp, which does not meet the 35pp threshold; no overboarding, attendance, or independence concerns identified.
McGrann joined the board in March 2025, less than 24 months before the meeting, so he is exempt from the TSR trigger under the new-director exemption; no other flags identified.
Nicholson joined the board in March 2025, less than 24 months before the meeting, so he is exempt from the TSR trigger under the new-director exemption; no other flags identified.
O'Farrell joined in 2024, less than 24 months before the meeting, so she is exempt from the TSR trigger under the new-director exemption; she serves on two additional public company boards (Savers Value Village and Leslie's), well below the four-seat overboarding threshold; no other flags identified.
Zulla joined in 2024, less than 24 months before the meeting, so she is exempt from the TSR trigger under the new-director exemption; she serves as CEO of Lumexa Imaging but holds only one outside public board seat, below the two-seat limit for sitting CEOs; no other flags identified.
All eleven directors receive a FOR vote. EYE's 3-year total shareholder return of +5.9% outperforms the compensation peer group median of -36.5% by +42.4 percentage points, which is well above the peer group benchmark and does not trigger any TSR-based against vote. Five of the eleven nominees joined within the past 24 months and are exempt from the TSR trigger in any case. No overboarding, attendance below 75%, independence, or familial relationship concerns were identified for any nominee.
Say on Pay
✓ FORCEO
Alexander N. Wilkes
Total Comp
$5,198,862
Prior Support
90%+%
CEO total compensation of approximately $5.2 million is reasonable for a Consumer Cyclical company with a $1.8 billion market cap, and the program is well-structured with the majority of pay tied to performance — annual bonuses funded at 196.6% of target based on pre-set operating income and same-store sales goals, and long-term equity awards split 50/50 between time-vested restricted stock units and performance stock units tied to operating income growth, return on invested capital, and relative total shareholder return over three years. EYE's 3-year total shareholder return of +5.9% substantially outperforms the compensation peer group median of -36.5% by +42.4 percentage points, confirming that above-target incentive payouts are aligned with genuine shareholder value creation. The prior Say on Pay vote received over 90% support, the company has a strong clawback policy, no excise tax gross-ups, and robust double-trigger change-in-control provisions, all of which support a FOR vote.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$2,330,055
Non-Audit Fees
$23,290
Non-audit fees of $23,290 represent approximately 1% of audit fees of $2,330,055, far below the 50% threshold that would raise independence concerns; Deloitte is a Big 4 firm appropriate for a company of EYE's size; auditor tenure is not disclosed in the proxy so the tenure trigger does not apply; no material restatements were identified.
Overall Assessment
National Vision Holdings' 2026 annual meeting presents three standard proposals — director elections, Say on Pay, and auditor ratification — all of which receive FOR votes under the applicable policy. The company's strong 3-year stock outperformance versus its compensation peer group, a well-structured pay-for-performance program with a meaningful clawback policy, and minimal non-audit fees collectively support approval of the full slate.
Compensation Peer Group
18 companies disclosed in 2026 proxy filing