National Vision Holdings Inc

Executive Officer Updates

On August 7, 2024, the Company appointed Alex Wilkes as President, effective August 19, 2024 (the “Start Date”). Mr. Wilkes, 46, most recently served as President of the Americas of CooperVision, a global leader in contact lenses, since June 2022. Prior to joining CooperVision, Mr. Wilkes spent over a decade at Luxottica, a leading global eyewear company, in various roles, including as Senior Vice President & General Manager of Pearle Vision from February 2016 to June 2022, where he was responsible for oversight of the brand.

Mr. Wilkes was not appointed pursuant to any arrangement or understanding with any other person. Mr. Wilkes has no family relationships with any director or executive officer of the Company and there are no transactions in which Mr. Wilkes has an interest requiring disclosure under Item 404(a) of Regulation S-K.

Upon assuming the role of President, Mr. Wilkes will receive an annual base salary of $600,000, and, beginning in 2025, will be eligible to receive an annual cash incentive award under the Company’s Short Term Incentive Plan with a target opportunity of 75% of his base salary. He will also be eligible to participate in the Company’s Long-Term Incentive Program with the equity award value, mix and metrics of future awards to be determined by the Board or Compensation Committee. In part to make Mr. Wilkes whole for compensation he forfeited with his previous employer, Mr. Wilkes will receive the following additional compensation: (i) a grant of restricted stock units on the Start Date having a grant date value equal to $2,000,000, and (ii) a cash sign-on bonus of $232,000 to be paid within 30 days of the Start Date. The restricted stock units will vest in three substantially equal annual installments beginning on the first anniversary of the Start Date, subject to Mr. Wilkes’ continued employment through each vesting date.

Mr. Wilkes will receive other standard retirement and health and welfare benefits under the terms of the Company’s benefit plans as generally applicable to the Company’s senior executives, including the Company’s Executive Severance Plan. See the Company’s Current Report on Form 8-K filed on December 18, 2018, regarding the level of benefits which will apply to Mr. Wilkes under the Executive Severance Plan. Mr. Wilkes will be eligible to receive relocation benefits pursuant to the Company’s relocation policy.

On August 7, 2024, the Company also announced that Mr. Patrick Moore, the Company’s Chief Operating Officer and former Chief Financial Officer, has shared his plans to retire at the end of this year. Mr. Moore will remain in his role until August 19, 2024, at which time he will shift to an advisory role focused on supporting the leadership transitions.

10b5-1 Trading Arrangements

Except as set forth below, during the three months ended June 29, 2024, none of the Company’s directors or officers (as defined in Rule 16a-1(f) of the Exchange Act)adopted, terminated or modified a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (as such terms are defined in Item 408(a) of Regulation S-K).

On May 31, 2024, Melissa Rasmussen, Chief Financial Officer of the Company, adopted a trading arrangement for the sale of the Company’s common stock (a “Rule 10b5-1 Trading Plan”) that is intended to satisfy the affirmative defense conditions of the Exchange Act Rule 10b5-1(c). Ms. Rasmussen’s Rule 10b5-1 Trading Plan provides for the sale of up to 10,000 shares of common stock pursuant to one or more limit orders from August 30, 2024, until May 30, 2025.