Alex Wilkes
National Vision HoldingsAbout Alex Wilkes
Alex Wilkes, age 46, became President of National Vision in August 2024 and will succeed Reade Fahs as CEO effective August 1, 2025, at which time he will also join the Board of Directors . Prior leadership includes President of the Americas at CooperVision (Jun 2022–Aug 2024) and Senior Vice President/GM of Pearle Vision at EssilorLuxottica (Feb 2016–Jun 2022) . Company performance context for FY2024 (prior to his CEO appointment): net revenue grew 3.8% to $1,823.3 million, adjusted operating income rose 21.5% to $65.5 million, and adjusted diluted EPS was $0.52, with eight consecutive quarters of positive adjusted comparable store sales exiting the year . In 2025, the compensation program added Adjusted Comparable Store Sales Growth to annual cash incentives and introduced PSUs with a 25% relative TSR component to strengthen pay-for-performance alignment .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| National Vision (EYE) | President | Aug 2024–present | Brought “fresh approaches and strong execution”; central to CEO succession plan announced Apr 28, 2025 . |
| CooperVision | President, Americas | Jun 2022–Aug 2024 | Led regional operations at global contacts leader; experience relevant to managed care and optical growth . |
| EssilorLuxottica | SVP & GM, Pearle Vision | Feb 2016–Jun 2022 | Responsible for oversight of Pearle Vision brand; deep retail/optical expertise . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed | — | — | No public company directorships or current external board roles disclosed for Wilkes . |
Fixed Compensation
| Year | Base salary ($) | Notes |
|---|---|---|
| 2024 | 196,154 | Partial-year pay from Aug 19, 2024; annual rate $600,000 per offer letter . |
| 2025 | 900,000 | Increased effective Aug 1, 2025 upon becoming CEO . |
| Item | Amount ($) | Date/Terms |
|---|---|---|
| Sign-on cash bonus | 232,000 | Paid in 2024 per offer letter . |
| 2024 LTIP RSUs grant-date value | 2,000,002 | Granted Aug 19, 2024; vest one-third annually for three years . |
| 2025 promotional RSUs | 1,000,000 | Granted Aug 1, 2025; vest in three annual installments . |
Performance Compensation
| Program | Metric | Weighting | Target | Actual | Payout | Vesting/terms |
|---|---|---|---|---|---|---|
| 2024 STIP (Company design) | STIP AOI ($mm) | 100% | $90.1 | $67.7 | 0% (NEOs) | Threshold $72.1; capped at 200%; Wilkes not eligible per offer letter . |
| 2025 STIP (updated) | STIP AOI; Adjusted Comparable Same Store Sales Growth | — | Predefined annually | — | — | Added ACSG as a second corporate metric beginning 2025 . |
| 2024 PSUs (Company design) | AOI growth; ROIC | 75%; 25% | Set at grant | — | 0–200% range | Wilkes did not receive 2024 PSUs; program applies to other NEOs . |
| 2025 PSUs (design enhancement) | Relative TSR; AOI growth; ROIC | 25%; 50%; 25% | Set at grant | — | 0–200% range; AOI portion does not vest if 3-year AOI growth negative | Applies to 2025 grants; strengthens shareholder alignment . |
Notable historical performance outcome: 2022 PSUs vested at 0% based on three-year AOI and ROIC, indicating prior underperformance versus long-term goals before Wilkes’ tenure .
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Beneficial ownership | As of Apr 1, 2025, Wilkes reported no shares beneficially owned; RSUs not within 60-day window do not count . |
| Unvested RSUs | 185,357 units from Aug 19, 2024 grant; one-third vests on Aug 19, 2025/2026/2027 . |
| Ownership guidelines | Executives must hold 3× base salary; CEO 6×; until met, must retain 50% of vested shares net of taxes . |
| Guideline compliance | As of Dec 28, 2024, Wilkes met or exceeded his current ownership requirement (counts unvested RSUs) . |
| Hedging/pledging | Hedging prohibited; pledging discouraged and requires General Counsel approval . |
| Options | No 2024 option awards to Wilkes . |
Employment Terms
| Term | Provision |
|---|---|
| Offer letter | Base salary $600,000; target annual cash incentive 75% beginning 2025; $2,000,000 RSUs; $232,000 sign-on; relocation reimbursements . |
| CEO transition (8/1/2025) | Salary increased to $900,000; 2025 target bonus to $900,000; $1,000,000 promotional RSUs vest over three years . |
| Severance (no CIC) | 1.5× of base salary + target bonus, paid over 18 months; pro-rata bonus based on actual performance; 18 months health benefits; RSUs/PSUs generally do not accelerate (except death/disability) . |
| Severance (double-trigger CIC) | 2.0× of base salary + target bonus in lump sum; pro-rata bonus at target; 24 months health benefits; PSUs convert to RSUs at greater of target or actual-to-date and vest if not assumed or upon Qualifying Termination; RSUs vest . |
| Death/disability | RSUs vest; PSUs vest at 100% of target . |
| Non-compete / non-solicit | 18 months post-termination for Wilkes; confidentiality and non-disparagement apply . |
| Clawback policy | SEC/Nasdaq-compliant recovery of incentive compensation for restatements (3-year lookback) and discretionary recovery for misconduct causing harm . |
| Director pay | Employee directors do not receive additional Board compensation . |
Board Governance and Service
- Board appointment: Wilkes will join the Board effective August 1, 2025; he will be a management (non-independent) director while Reade Fahs becomes Executive Chairman and Randolph Peeler becomes Lead Independent Director, providing governance counterbalance .
- Committee roles: All audit, compensation, and nominating committees are comprised solely of independent directors; employee directors are not committee members under current practice .
- Board structure context: Independent Chair transitions to Lead Independent Director upon succession; Board holds regular executive sessions without management; robust stock ownership guidelines apply to executives and directors .
- Attendance baseline: The Board held seven meetings in FY2024; all directors met at least 90% attendance while serving (preceded Wilkes’ appointment) .
Director Compensation (for context)
| Element | Amount |
|---|---|
| Annual cash retainer (non-employee directors) | $80,000 . |
| Annual RSU grant (non-employee directors) | $170,000 grant value; 1-year vest . |
| Committee chair fees | Audit $25,000; Compensation $20,000; Nominating $15,000 . |
| Lead Independent Director | $30,000 annual cash retainer beginning Aug 1, 2025 . |
Employee directors (including Wilkes as CEO) do not receive director fees or equity grants separate from their executive compensation .
Compensation Structure Analysis
- Shift to stronger equity alignment: 2025 PSU design adds 25% relative TSR and tightens AOI vesting (no vest if 3-year AOI growth is negative), increasing performance linkage and market-based discipline .
- Cash vs equity mix: Wilkes’ 2024 package skewed to RSUs ($2.0 million) with no PSUs that year; 2025 includes promotional RSUs. This suggests retention-focused equity with clear vest schedules that could create periodic selling pressure near anniversaries .
- Annual incentive rigor: 2024 STIP funded at 0% on $67.7mm STIP AOI vs $90.1mm target; 2025 adds ACSG metric, reflecting intent to tie pay to operational throughput as well as profitability .
- Governance safeguards: Double-trigger CIC vesting; no tax gross-ups; prohibition on hedging; clawback policy—shareholder-friendly features mitigating misalignment risk .
Say-on-Pay & Peer Benchmarking
- Say-on-Pay: 89.26% approval at 2024 annual meeting, indicating broad investor support for program design .
- Peer group: Multi-industry retail/healthcare peers (e.g., The Cooper Companies, West Pharmaceutical, Warby Parker, RadNet added for 2025); committee does not target a fixed percentile, emphasizing a holistic market-competitive approach .
Notable Data Tables
2024 Company Performance Context
| Metric | FY2024 | Notes |
|---|---|---|
| Net revenue ($mm) | 1,823.3 | Continuing operations; ceased Walmart and AC Lens operations . |
| Adjusted Operating Income ($mm) | 65.5 | +21.5% vs FY2023; non-GAAP reconciled in Appendix A . |
| Diluted EPS (continuing ops) ($) | (0.35) | GAAP diluted EPS; adjusted diluted EPS $0.52 . |
| Adjusted comp store sales growth (%) | 1.3 | Operational health indicator . |
2024 STIP Outcome
| STIP AOI ($mm) | Threshold | Target | Maximum | Actual | Payout |
|---|---|---|---|---|---|
| Achievement | 72.1 | 90.1 | 108.1 | 67.7 | 0% for NEOs; Wilkes not eligible . |
Wilkes – 2024 Compensation Snapshot
| Component | Amount ($) | Details |
|---|---|---|
| Salary | 196,154 | Partial-year starting Aug 19, 2024 . |
| Bonus | 232,000 | Sign-on cash bonus . |
| Stock awards | 2,000,002 | RSUs; grant date Aug 19, 2024 . |
| All other compensation | 39,310 | Includes temporary housing ($38,737) . |
| Total | 2,467,466 | Per Summary Compensation Table . |
Wilkes – Outstanding Equity (12/28/2024)
| Award | Units (#) | Vesting | Market value ($) |
|---|---|---|---|
| RSUs (8/19/2024 grant) | 185,357 | One-third on each of Aug 19, 2025/2026/2027 | 1,959,223 (at $10.57) . |
Severance & CIC Economics (Illustrative plan terms)
| Scenario | Cash multiple | Bonus treatment | Health benefits | Equity treatment |
|---|---|---|---|---|
| Qualifying Termination (no CIC) | 1.5× base + target; paid over 18 months | Pro-rata at actual | 18 months | RSUs/PSUs generally forfeit; death/disability exceptions . |
| Double-trigger CIC | 2.0× base + target; lump sum | Pro-rata at target | 24 months | PSUs convert to RSUs at target/actual-to-date; vest if not assumed or upon Qualifying Termination; RSUs vest . |
| Death/Disability | — | — | — | RSUs vest; PSUs vest at 100% target . |
Risk Indicators & Red Flags
- 2022 PSUs forfeited at 0% payout (Company-wide), underscoring prior plan underperformance; raises execution bar for new leadership team .
- No hedging permitted; pledging discouraged and requires approval—reduces misalignment risk via derivatives or leverage .
- No excise tax gross-ups; no option repricing without shareholder approval—limits shareholder-unfriendly practices .
- Related-party transactions: none requiring disclosure since beginning of FY2024 .
Equity Ownership Guidelines
- Executives: CEO 6× salary; others 3×; retain 50% of net-after-tax vested shares until compliant .
- Directors: 5× annual cash retainer; retain 50% of vested shares until compliant; employee directors excluded from director pay .
Investment Implications
- Alignment and retention: Wilkes’ substantial time-based RSUs (2024 $2.0mm plus 2025 $1.0mm promotional) create multi-year retention hooks and predictable vesting dates; as CEO his ownership requirement steps up to 6× salary, supporting alignment but potentially delaying share sales due to retention requirements .
- Pay-for-performance: The addition of ACSG in STIP and relative TSR in PSUs improves risk-adjusted incentives; AOI guardrails reduce the chance of vesting in down cycles, enhancing quality of equity compensation signals .
- Execution bar: Prior PSUs forfeited at 0% and 2024 STIP at 0% for NEOs highlight the need for sustained improvement; upcoming Investor Day and rebranding initiatives suggest a transformation agenda under Wilkes’ leadership, but investors should monitor ACSG, AOI, and ROIC trajectories and PSU earnout probabilities over 2025–2027 .
- Governance mitigants: Executive Chair plus Lead Independent Director structure and fully independent committees mitigate dual-role risks of a CEO-director; employee directors receive no board compensation, limiting pay stacking .