Skip to main content

Sprouts Farmers Market, Inc.

For the period ended May 20, 2026. Filed Apr 7, 2026.

View on SEC.gov

About this filing

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.

May 20, 2026 · Filed Apr 7, 2026

SFM$49.10-4.8%Stored close · as of Nov 6, 2026
See the whole filing, with its images and exhibits
Contents

Section Two – Elements of our Compensation Program

The elements of our 2025 executive compensation program are presented below in summary format and more fully explained in the sections that follow:

Cash CompensationBase SalaryBase salary is designed to provide a competitive fixed rate of pay recognizing different levels of responsibility and performance within our company. Base salary is generally targeted near the 50th percentile of comparable roles at comparable companies.
Performance-based Cash BonusOur performance-based bonus is an annual cash incentive program designed to reward team members for achieving annual company sales and profitability goals.
Long-Term Equity Incentive CompensationPSUsPSUs are granted to incentivize long-term value creation for stockholders by focusing on company profitability over a three-year performance period. PSUs represented 50% of the annual long-term incentive grant value in fiscal 2025 for our named executive officers.
RSUsTime-vesting RSUs are granted to provide incentive for long-term creation of stockholder value. RSUs vest in annual installments over three years and represented 25% of the annual long-term incentive grant value in fiscal 2025 for our named executive officers.
Stock OptionsTime-vesting stock options are granted to provide incentive for long-term creation of stockholder value. Time-based stock options vest in annual installments over three years and represented 25% of the annual long-term incentive grant value for our named executive officers in fiscal 2025.
Benefit ProgramsHealth, Welfare and Retirement ProgramsExecutives participate in the same benefit programs that are offered to other salaried team members. Our benefits are designed to provide market competitive benefits to protect team members’ and their covered dependents’ health and welfare and provide retirement benefits in the form of a 401(k) plan.
OtherPerquisitesLimited perquisites are provided to certain executives, primarily in the form of company-paid health and life insurance premiums.

Sprouts Farmers Market | 31 |Proxy Statement 2026

Executive Compensation

Base Salary

Base salary is a fixed portion of compensation that reflects the talent and compensation committee’s (and the Chief Executive Officer’s, in the case of other named executive officers) assessment of the individual named executive officer’s performance, skills, experience, time in the role and scope of responsibility. Base salaries are generally targeted at levels near the median of comparable roles at comparable companies and are reviewed on an annual basis to determine if any adjustments are required.

Performance-based Cash Bonus

We utilize performance-based cash incentives to motivate executives to attain short-term objectives that align with long-term business goals. Meeting or exceeding our annual business and financial goals is important to executing our strategy and delivering long-term value to stockholders. Individual award opportunities vary by job level and are generally set so that, along with other components of compensation, the executives’ target TDC is competitive with comparable roles at comparable companies.

For 2025, our performance-based cash bonus plan was based upon (1) EBIT, as adjusted for any income or expense that is unusual, non-recurring or extraordinary, as the talent and compensation committee of our board deems appropriate (referred to as “Plan EBIT”), and (2) comparable store sales growth. No incentive award was payable to executives unless a pre-established minimum of 95% of the target Plan EBIT goal or 97.5% of the target comparable store sales goal was exceeded. Incentive award payouts increased for performance up to a maximum of 126.4% of the target Plan EBIT goal and 105% of the target comparable store sales goal. For the 2025 performance-based cash bonus plan, the talent and compensation committee did not make any further adjustments to EBIT to arrive at Plan EBIT.

The performance-based cash bonus plan focuses executive officers on critical financial goals. Our talent and compensation committee believes that Plan EBIT is a primary indicator to our stockholders of our core business health, and its use achieves our desire to use a measure of profitability that drives stockholder value creating behaviors. The second measure, comparable store sales growth, focuses executive officers on both strengthening our core business and making our stores more productive.

Each executive officer has a target performance-based cash bonus opportunity, expressed as a percentage of his or her base salary (referred to as the “Target Bonus”), with the ability to earn above or below that target based on our company’s actual performance.

In March 2025, the talent and compensation committee and board of directors approved the financial and operational goals for the company. The talent and compensation committee also reviewed and approved the Target Bonus opportunity for each executive officer. If Plan EBIT and comparable store sales growth were 100% of the established targets, each of our executive officers would be entitled to receive 100% of such officer’s respective Target Bonus. In addition, each executive officer had the opportunity to earn up to 300% of such officer’s Target Bonus (referred to as “Total Bonus Opportunity”). Payouts are interpolated between the threshold and target amounts and the target and maximum amounts. The range of bonus opportunities for our named executive officers for 2025 were as follows:

NEOThreshold Bonus(as % of Base Salary)Target Bonus(as % of Base Salary)Total Bonus Opportunity(as % of Base Salary)
Sinclair75%150%450%
Konat50%100%300%
Valentine/Neal37.5%75%225%
Bahrenburg35%70%210%

Because such a large percentage of executive officer compensation is performance-based, our talent and compensation committee invests significant time determining the annual financial target for our performance-based cash bonus program. In general, management makes the initial recommendation for the financial targets based upon our company’s annual board-approved budget, and these recommendations are reviewed and discussed by the talent and compensation committee. The major factors used in setting one or more targets for a particular year are the results for the most recently completed year and the budget for the current year. Other factors taken into account may include general economic and competitive market conditions and industry dynamics. Our talent and

Sprouts Farmers Market | 32 |Proxy Statement 2026

Executive Compensation

compensation committee sets the final corporate performance goals during our first quarter at levels our talent and compensation committee believes are challenging for management to achieve.

Performance-based cash bonus payouts are determined in the first quarter of each year following completion of the plan year by measuring the performance against each of the applicable performance goals. In determining whether the performance goals are met, the talent and compensation committee exercises its judgment whether to reflect or exclude the impact of changes in accounting principles and extraordinary, unusual or infrequently occurring events. For 2025, no further adjustments were made to EBIT to arrive at our Plan EBIT. The 2025 incentive award target goals and 2025 results and corresponding bonus percentages relative to the target amounts are shown below.

WeightingRationale for MeasureThresholdGoalTarget GoalMaximumGoal2025 ResultsBonus PayoutPercentage
Plan EBIT (75%)Reflects overall businesshealth and is a measure ofprofitability that is used byour management and drivesstockholder value$582.4 million$613.1 million$775.0 million$686.2 million(1)195%
Comparable Store Sales (25%)Demonstrates strength in corebusiness3.0%5.6%10.9%7.3%164%

(1)See Appendix A to this proxy statement for a reconciliation of this non-GAAP measure. For fiscal 2025, Plan EBIT was equal to EBIT, as no additional adjustments were made by the talent and compensation committee in determining the performance-based cash bonus payout.

Based on these results, our named executive officers earned a 2025 cash incentive award of 187% of their respective Target Bonus amounts based on operating results that exceeded both the Plan EBIT target goal (weighted 75% and corresponding to a 195% bonus payout percentage) and the comparable store sales target goal (weighted 25% and corresponding to a 164% bonus payout percentage). See “Summary Compensation Table” for actual amounts paid under our 2025 performance-based cash bonus plan.

Long-Term Equity Incentive Compensation

Each year we grant equity-based long-term incentive awards to executive officers and key team members to motivate and reward them for creating long-term stockholder value. Long-term incentive awards are generally established so that, when added to total cash compensation, the target TDC for an individual executive is generally competitive around the market median of comparable roles at comparable companies. In 2025, our talent and compensation committee determined to grant to our executive officers PSUs, time vesting RSUs and stock options. The value of such equity awards increases or decreases as a result of changes in the market price of our common stock, which directly aligns the interests of our named executive officers with our stockholders.

Sprouts Farmers Market | 33 |Proxy Statement 2026

Executive Compensation

AwardWeightingVesting Terms and Other Conditions
PSUs50%PSUs are designed to reward cumulative performance over a three-year period and are subject to our company achieving a Plan EBIT target for fiscal 2027 based on our financial objectives. Based on the extent to which the 2027 Plan EBIT target is achieved, the PSUs will be considered “earned” subject to vesting. The PSUs will generally vest on the third anniversary of the grant date, subject to continued employment. The PSUs are subject to threshold achievement of 90% of the Plan EBIT performance target, and if the Plan EBIT performance target is exceeded, our named executive officers may earn PSUs greater than the target amount, up to 200% of the target number of shares for achievement of 115% of the Plan EBIT performance target. Performance goals and outcomes will be disclosed following the performance period.The target number of shares of our common stock subject to PSUs is determined by the 20-day trailing average closing price for our common stock as reported on the grant date.
RSUs25%Our named executive officers received time-vesting RSUs that vest one-third on each anniversary of the grant date. The number of shares of our common stock granted as RSUs is determined by the 20-day trailing average closing price for our common stock as reported on the grant date.
Stock Options25%The exercise price of the stock options equals the closing price on the date of grant. Stock options vest one-third on each anniversary of the grant date and expire after seven years. The number of shares of our common stock granted as stock options is determined by the Black-Scholes model for option valuation on the grant date.

Performance conditions for the PSUs granted in 2025 will be evaluated based on our 2027 Plan EBIT; goals for 2027 Plan EBIT are not disclosed as this would create competitive harm by revealing sensitive internal financial expectations and strategic assumptions. While future results cannot be predicted, the talent and compensation committee believes that the 2027 Plan EBIT target was set at a level that is appropriately challenging and aligned with long-term stockholder value creation, such that achievement of the target would reflect a strong performance on the part of the executive officers and that payout at the maximum would occur only upon the achievement of results substantially in excess of internal and market expectations at the time the target was set. The PSUs granted in 2025 were substantially identical in structure to the performance shares granted in 2023, with awards based on company profitability over a three-year performance period. The goals for performance shares granted in 2023 based on 2025 results and corresponding payout percentages relative to the target amounts are shown below.

WeightingRationale for MeasureThresholdGoalTargetGoalMaximumGoal2025 ResultsPayoutPercentage
Plan EBIT (100%)Reflects overall business healthand is a measure of profitabilitythat is used by our managementand drives stockholder value$377.6 million$419.6 million$482.5 million$686.2 million(1)200%

(1)See Appendix A to this proxy statement for a reconciliation of this non-GAAP measure. For fiscal 2025, Plan EBIT was equal to EBIT, as no additional adjustments were made by the talent and compensation committee in determining payout of performance shares.

Our PSUs, RSUs and stock options granted in 2025 provide for pro rata accelerated vesting upon a team member’s retirement if the sum of the individual’s age and years of service are at least 68, and the individual is at least age 55 and has completed at least 3 years of service.

Benefits and Perquisites

We provide our named executive officers with benefits that the talent and compensation committee of our board of directors believes are reasonable and in the best interests of our company and our stockholders. Consistent with our compensation philosophy, we maintain competitive benefit packages for our named executive officers. The talent and compensation committee, in its discretion, may revise, amend or add to an officer’s benefits if it deems it advisable. We believe these benefits are generally equivalent to benefits provided by comparable companies.

Retirement Plan Benefits. We sponsor a 401(k) Plan covering substantially all eligible team members, including our named executive officers. Team member contributions to the 401(k) Plan

Sprouts Farmers Market | 34 |Proxy Statement 2026

Executive Compensation

are voluntary. Contributions by participants are limited to their annual tax deferred contribution limit by the Internal Revenue Service. We match an amount of 50% of every dollar contributed up to the first 6% of the eligible compensation deferred by a participant.

Health and Welfare Benefits. We offer medical, dental, vision, life insurance, short-term and long-term disability insurance and accidental death and dismemberment insurance for all eligible team members. Named executive officers are eligible to participate in the same plans as other eligible team members.

Perquisites. We pay the premium amounts for medical, dental, vision, life insurance, short-term and long-term disability insurance and accidental death and dismemberment insurance plans on behalf of certain of our named executive officers, and impute income related to the limited personal use of our corporate aircraft by certain of our executive officers.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.