Caitlin Zulla
National Vision HoldingsAbout Caitlin Zulla
Independent director since August 1, 2024; age 47. Currently Chief Executive Officer of US Radiology Specialists (private), with prior roles as CEO of Optum Health East (2023–2025) and multiple senior finance/operations roles at SCA Health (2015–2019). Education: BA (Princeton), MPH/Health Management (Columbia), Master of Healthcare Delivery Science (Dartmouth). Serves on National Vision’s Compensation Committee; the Board has affirmed her independence under Nasdaq and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| US Radiology Specialists (private) | Chief Executive Officer | 2025–present | Leads clinical and operational excellence initiatives |
| Optum Health East | Chief Executive Officer | Mar 2023–2025 | Oversaw care delivery for 5.4M patients across 10 states; led >15,000 team members |
| SCA Health | Chief Executive Officer | Dec 2019–Mar 2023 | Led ambulatory surgery center specialist alignment organization |
| SCA Health | Chief Financial Officer & Chief Administrative Officer | Jan 2018–Dec 2019 | Senior finance and admin leadership |
| SCA Health | Chief Administrative Officer | Feb 2017–Dec 2017 | Operations/admin oversight |
| SCA Health | SVP, Revenue Cycle Operations | Sep 2015–Feb 2017 | Led revenue cycle |
External Roles
| Organization | Role | Tenure | Public/Private | Committees/Notes |
|---|---|---|---|---|
| US Radiology Specialists | Chief Executive Officer | 2025–present | Private | Listed in EYE proxy as “Other Directorships (private)” |
Board Governance
- Committee assignments: Compensation Committee (member; committee held 4 meetings in 2024) .
- Independence: Board determined Zulla is independent under Nasdaq and SEC rules; all committee members are independent .
- Attendance: Board met 7 times in 2024; each director attended ≥90% of Board/committee meetings while serving .
- Stockholder oversight signals: 2024 Say‑on‑Pay support was 89.26% of votes cast .
- Policies: Hedging prohibited; pledging limited and requires General Counsel approval; robust director ownership guidelines and annual Board/committee self-assessments .
Fixed Compensation
| Component | Policy/Amount | Vesting/Timing | Notes |
|---|---|---|---|
| Annual cash retainer | $80,000 | Paid quarterly in arrears | Directors may elect to receive all/portion in RSUs vesting at 1 year |
| Committee chair fees | Audit $25,000; Compensation $20,000; Nominating $15,000 | Paid quarterly | Applies to chairs only; no meeting fees |
| Lead Independent Director retainer | $30,000 | Effective Aug 1, 2025 | Additional annual cash retainer |
| 2024 cash paid (Zulla) | $33,261 | 2024 service | Pro‑rated due to Aug 1, 2024 appointment |
Performance Compensation
| Equity Award | Grant Date | Amount | Vesting | Notes |
|---|---|---|---|---|
| Annual Director RSUs (policy) | Annual (e.g., June) | $170,000 grant value | 100% vested at 1 year | Standard non‑employee director grant |
| RSUs (Zulla, pro‑rated) | Aug 1, 2024 | 11,010 units | 100% at first anniversary | Pro‑rated to next annual meeting; grant valued using $13.58 close on Aug 1, 2024 |
| RSUs (Zulla, annual cycle) | Jun 18, 2025 | Not disclosed in proxy | Standard director RSUs; each unit = right to one share | Reported on Form 4 filed June 23, 2025 |
Director equity awards are time‑based RSUs; no director‑level performance metrics disclosed for equity (RSUs vest solely by continued service) .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed |
| Compensation committee interlocks | None requiring disclosure in FY2024 |
| Related party transactions | None requiring disclosure since start of FY2024 |
Expertise & Qualifications
- Healthcare operations and value‑based care expertise; senior finance and administrative leadership across care delivery and ASC sectors .
- Education: BA (Princeton), MPH/Health Management (Columbia), MHDS (Dartmouth) .
- Board skills emphasized by EYE: healthcare/optical industry understanding, finance/accounting, human capital, risk oversight .
Equity Ownership
| Measure | Amount | Date/Status |
|---|---|---|
| Total beneficial ownership | 11,010 shares | As of April 1, 2025 (less than 1% of class) |
| Unvested RSUs held | 11,010 units | As of Dec 28, 2024 |
| Ownership guidelines | 5x annual cash retainer; retain 50% of vested shares until met | Directors subject to retention rules until compliant; Zulla subject as of Dec 28, 2024 |
| Hedging/pledging | Hedging prohibited; pledging restricted with GC approval | Per Securities Trading Policy |
Insider Trades (Form 4)
| Filing Date | Transaction Date | Type | Security | Notes |
|---|---|---|---|---|
| Jun 23, 2025 | Jun 18, 2025 | Grant | RSUs | Each RSU equals one share; director annual grant reported |
Governance Assessment
- Independence and committee role: Independent director serving on the Compensation Committee; committee comprises all independent members—supports board oversight of pay and human capital .
- Engagement: Board held seven meetings in 2024 and each director attended ≥90% of Board/committee meetings—indicates strong participation .
- Alignment: Director ownership guidelines (5x cash retainer) with mandatory post‑vesting retention until compliant; Zulla is subject to retention until guideline met (typical for newly appointed directors) .
- Investor confidence signals: No related‑party transactions disclosed for FY2024; hedging prohibited; Say‑on‑Pay support of 89.26% in 2024 suggests alignment with shareholder expectations .
RED FLAGS: None disclosed related to conflicts (no related‑party transactions), hedging/pledging violations, or attendance shortfalls; no compensation interlocks requiring disclosure in FY2024 .