Sprouts Farmers Market Inc
For the period ended Apr 5, 2024. Filed Apr 5, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 5, 2024 · Filed Apr 5, 2024
Contents
Pay vs Performance
The following tables and narrative disclosure provide information on the relationship of the compensation of our Chief Executive Officer (also referred to as “PEO”) and the average of our other named executive officers (also referred to as “Non-PEO NEOs”) compared to our performance over the past four fiscal years.
Pay Versus Performance
| Value of Initial Fixed$100 Investment based on:(4) | ||||||||
|---|---|---|---|---|---|---|---|---|
| Year | Summary Comp. Table Total for PEO(1) | Comp. Actually Paid to PEO(3) | Average Summary Comp. Table Total for non-PEO Named Executive Officers(2) | Average Comp. Actually Paid to non-PEO Named Executive Officers(3) | Total Share holder Return | Peer Group Total Share holder Return(4) | Net Income | CompanySelectedMeasure:(Plan EBIT)(5) |
| (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) |
| 2023 | $9,513,410 | $15,054,952 | $2,289,448 | $3,107,267 | $246.59 | $172.96 | $258,856,000 | $396,265,000 |
| 2022 | $6,905,687 | $5,175,449 | $3,025,003 | $2,894,691 | $165.91 | $164.73 | $261,164,000 | $358,360,000 |
| 2021 | $5,773,120 | $12,555,590 | $1,951,232 | $2,120,931 | $152.13 | $164.01 | $244,157,000 | $334,076,000 |
| 2020 | $8,465,476 | $13,305,587 | $2,051,057 | $2,342,408 | $103.02 | $112.80 | $287,450,000 | $400,500,000 |
(1)
Jack Sinclair was PEO for each of fiscal 2023, 2022, 2021 and 2020.
(2)
Non-PEO NEOs whose average compensation is reflected in columns (d) and (e) consist of Lawrence P. Molloy and J. Scott Neal for each of the fiscal years presented; Brandon F. Lombardi for fiscal 2023, 2022 and 2021; Nicholas Konat for fiscal 2023 and 2022; Denise A. Paulonis, former Chief Financial Officer, for fiscal 2021 and 2020; Gilliam D. Phipps, former Senior Vice President, Chief Marketing Officer, for fiscal 2021 and 2020; and David M. McGlinchey, former Chief Format Officer, for fiscal 2020.
(3)
Compensation actually paidas reflected in columns (c) and (e) was calculated in accordance with SEC rules based on the Total Compensation as reflected in the Summary Compensation Table adjusted to present the value of equity-based compensation based on estimated year-end value. The following tables reflect the adjustments made from the Summary Compensation Total to compensation actually paid for the PEO and the Non-PEO NEOs:
PEO Summary Compensation Table to Compensation Actually Paid Equity Award Adjustments Reconciliation
| Reconciliation of Summary Compensation Table Total to Compensation Actually Paid | Fiscal Year 2023(For PEO) | Fiscal Year 2022(For PEO) | Fiscal Year 2021(For PEO) | Fiscal Year 2020(For PEO) |
|---|---|---|---|---|
| Summary Compensation Table Total | $9,513,410 | $6,905,687 | $5,773,120 | $8,465,476 |
| (Minus): Change in Actuarial Present Value of Pension Benefits | — | — | — | — |
| Plus: Service Costs and Prior Service Cost for Pension Benefits | — | — | — | — |
| (Minus): Grant Date Fair Value of Equity Awards Granted in the Fiscal Year | $(6,288,425) | $(4,149,868) | $(4,182,088) | $(3,328,866) |
| Plus: Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in the Fiscal Year | $9,440,055 | $3,296,040 | $5,276,056 | $6,304,580 |
| Plus/(Minus): Change in Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years | $2,111,723 | $(1,418,423) | $5,129,300 | $1,621,753 |
| Plus: Fair Value at Vesting of Equity Awards Granted and Vested in the Fiscal Year | — | — | — | — |
| Plus/(Minus): Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year | $278,189 | $542,013 | $559,202 | $242,644 |
| (Minus): Fair Value as of the Prior Fiscal Year End of Equity Awards Granted in Prior Fiscal Years that Failed to Meet Vesting Conditions in the Fiscal Year | — | — | — | — |
| Plus/(Minus): Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Reflected in Total Compensation | — | — | — | — |
| Compensation Actually Paid | $15,054,952 | $5,175,449 | $12,555,590 | $13,305,587 |
Sprouts Farmers Market |56 |Proxy Statement 2024
Executive Compensation
Non-PEO NEOs Summary Compensation Table to Compensation Actually Paid Equity Award Adjustments Reconciliation
| Reconciliation of Summary Compensation Table Total to Compensation Actually Paid | Fiscal Year2023(Average For Non-PEO NEOs) | Fiscal Year2022(Average For Non-PEO NEOs) | Fiscal Year2021(Average For Non-PEO NEOs) | Fiscal Year2020(Average For Non-PEO NEOs) |
|---|---|---|---|---|
| Summary Compensation Table Total | $2,289,448 | $3,025,003 | $1,951,232 | $2,051,057 |
| (Minus): Change in Actuarial Present Value of Pension Benefits | — | — | — | — |
| Plus: Service Costs and Prior Service Cost for Pension Benefits | — | — | — | — |
| (Minus): Grant Date Fair Value of Equity Awards Granted in the Fiscal Year | $(792,302) | $(1,602,240) | $(1,312,866) | $(849,367) |
| Plus: Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in the Fiscal Year | $782,268 | $1,443,242 | $1,475,337 | $1,107,135 |
| Plus/(Minus): Change in Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years | $616,334 | $382 | $277,264 | $29,960 |
| Plus: Fair Value at Vesting of Equity Awards Granted and Vested in the Fiscal Year | — | — | — | — |
| Plus/(Minus): Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year | $385,208 | $28,304 | $72,500 | $3,623 |
| (Minus): Fair Value as of the Prior Fiscal Year End of Equity Awards Granted in Prior Fiscal Years that Failed to Meet Vesting Conditions in the Fiscal Year | $(173,689) | — | $(342,536) | — |
| Plus/(Minus): Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Reflected in Total Compensation | — | — | — | — |
| Compensation Actually Paid | $3,107,267 | $2,894,691 | $2,120,931 | $2,342,408 |
In accordance with the applicable requirements, the fair values of unvested and outstanding equity awards to the NEOs were remeasured as of the end of each fiscal year, and as of each vesting date, during the years displayed in the table.
For options, the fair values as of each measurement date were determined using a Black-Scholes model, with assumptions and methodologies regarding volatility, dividend yield, and risk-free rates that are generally consistent with those used to estimate fair value at grant under GAAP. The expected life of options as of each measurement date is estimated based on consideration of consistency with the original valuation assumptions for the grant, the circumstances of the grant at the measurement date, and other relevant factors under GAAP.
For performance shares, fair values reflect the probable outcome of the performance vesting conditions as of each measurement date.
For RSUs, the fair value is equal to the stock price on the appropriate measurement date.
The table below contains ranges of assumptions used in the valuation of outstanding equity awards for the relevant fiscal years. For more information, please see Note 26 to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and the footnotes to the Summary Compensation Table of this proxy statement.
| Fiscal Year 2023 | |
|---|---|
| Restricted Stock Units | |
| Stock Price | $32.37 - $48.11 |
| Performance Shares | |
| Financial Metric Multiplier | 0% - 100% |
| Stock Options | |
| Expected Term | 4.50 years |
| Strike Price | $16.47 - $32.95 |
| Volatility | 30.29% - 43.01% |
| Dividend Yield | 0.00% |
| Risk-Free Interest Rate | 3.71% - 5.20% |
(4)
Total Stockholder Return, or “TSR,” and Peer Group TSR reflect our TSR compared to that of the S&P Food Retail Index (referred to as the “Peer Group Index”). The dollar amounts in columns (f) and (g) represent the value at the end of the applicable year of an assumed $100 investment in, respectively, the Company’s common stock and the Peer Group Index on the last trading day of fiscal 2019.
(5)
In accordance with SEC rules, the table must include, in addition to relative TSR and net income, a Company-Selected Measure. We have included Plan EBIT, a non-GAAP measure defined as Adjusted EBIT, as may be further adjusted for any income or expense that is unusual, non-recurring or extraordinary, as the compensation committee of our board deems appropriate. Plan EBIT is a key measure used in determining our annual performance-based cash bonuses and payouts of performance shares. See Appendix A for more information.
Sprouts Farmers Market |57 |Proxy Statement 2024
Executive Compensation
Tabular Disclosure of Most Important Compensation-Related Measures. The following were the most important financial performance measures, as determined by our Company, that link compensation actually paid to our PEO and non-PEO NEOs to our Company's performance for the most recently completed fiscal year.
Three Most Important Company Performance Measures for Determining Executive Compensation
Plan EBIT: the Company-Selected Measure included and described in the above table
Comparable store sales: a key metric in determining payouts of our annual performance-based cash bonuses
Net sales: our net sales impacts Plan EBIT and comparable store sales
Graphical Comparison of Certain Measures. The following graphs provide a comparison of the Company’s three-year cumulative TSR with that of the Peer Group Index, as well as comparisons of “compensation actually paid” to our PEO and Non-PEO NEOs with Company TSR, net income and Plan EBIT (the Company-Selected Measure).
Sprouts Farmers Market |58 |Proxy Statement 2024
Equity Compensation Plan Information
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.