James McGrann
National Vision HoldingsAbout James M. McGrann
Independent director of National Vision Holdings (EYE) since March 17, 2025; age 63. Serves on the Compensation Committee and the Board’s operational Advisory Committee formed in connection with a cooperation agreement with Engine Capital; deemed independent under SEC and Nasdaq standards. An eye care industry veteran with ~30 years across optical, including CEO roles, technology leadership, and insurance/managed care; currently CEO of Advancing Eyecare. Holds a B.S. in Industrial Engineering from Columbia University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Advancing Eyecare | Chief Executive Officer | 2023–present | Leads ophthalmic instruments provider |
| Percept Corporation | President & Chief Operating Officer | 2023 | Wearable technology operator |
| HH&S Management Consulting, LLC | Founder & Chief Executive Officer | 2017–2023 | Consulting leadership |
| PECAA (Professional Eye Care Associates of America) | Chairman & Chief Executive Officer | 2017–2022 | Built independent optometry network |
| VSP Global | President & Chief Executive Officer | 2015–2017 | Led vision care insurer/platform |
| VSP Vision Care | President; Chief Technology Officer | 2011–2015; 2010–2012 | Technology modernization and operations |
| Eyefinity (VSP Vision) | President & Chief Executive Officer | 2008–2012 | Practice management software expansion |
| Marchon Eyewear | SVP & Chief Information Officer | 1999–2008 | Scaled global eyewear manufacturing IT |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Vision Council | Vice Chair (non-profit) | Current | Industry advocacy |
| Prevent Blindness | Chair (non-profit) | Current | Public health mission leadership |
| Ocuco | Director (private optical software) | Current | Board oversight (private) |
| Percept Corporation | Director (private) | Current | Board member |
| Kepler Vision (optometry MSO) | Director; Compensation Committee Chair | 2023–2025 | Compensation oversight |
Board Governance
- Committee assignments: Compensation Committee member; Advisory Committee member overseeing transformation initiatives (with D.R. Peeler and S.S. Johnson) .
- Independence: Board determined all nominees other than CEO are independent; McGrann explicitly deemed independent under SEC/Nasdaq .
- Attendance: Board held 7 meetings in FY2024; all directors serving in 2024 attended ≥90% of Board/committee meetings; McGrann joined in 2025 (no attendance disclosure yet) .
- Executive sessions: Regular independent director sessions at each Board meeting .
- Leadership: Independent Chair; CEO succession effective Aug 1, 2025 will shift Chair to Executive Chairman and appoint Lead Independent Director .
- Hedging/Pledging: Directors prohibited from hedging/short positions; pledging discouraged and limited to GC-approved exceptions .
Fixed Compensation
| Component | Amount | Structure | Notes |
|---|---|---|---|
| Annual cash retainer | $80,000 | Paid quarterly in arrears | Directors may elect prior-year to receive all/portion in RSUs vesting in 1 year |
| Annual equity grant (RSUs) | $170,000 | RSUs vest on 1st anniversary | Time-based vesting; service requirement |
| Committee chair fees | Audit $25,000; Comp $20,000; NCG $15,000 | Paid quarterly in arrears | Applies to chair roles only |
| Meeting fees | $0 | N/A | Travel expenses reimbursed |
| Lead Independent Director retainer | $30,000 | Annual cash (effective Aug 1, 2025) | Role-based |
2024 Director compensation (McGrann joined in 2025; no 2024 pay):
| Name | Cash Fees ($) | Stock Awards ($) | Other ($) | Total ($) |
|---|---|---|---|---|
| James M. McGrann | — | — | — | — |
Messrs. McGrann and Nicholson will receive compensation consistent with National Vision’s non-employee director program as described in the proxy (cash retainer/equity mix) .
Performance Compensation
| Element | Metrics | Weighting | Vesting |
|---|---|---|---|
| Director equity | None (time-based RSUs) | N/A | 100% on 1-year anniversary, continuous service required |
National Vision does not use performance-based metrics (PSUs/TSR hurdles) for non-employee director compensation; RSUs are time-vested .
Other Directorships & Interlocks
| Company | Type | Relationship to EYE | Potential Interlock/Conflict Notes |
|---|---|---|---|
| Advancing Eyecare | Private supplier (ophthalmic instruments) | Industry-adjacent; potential vendor overlap | No related-party transactions reported since FY2024; monitor for future exposure |
| Ocuco | Private software | Optical software used by retailers/practices | No related-party transactions reported |
| Prevent Blindness; The Vision Council | Non-profit | Sector advocacy/public health | Not a commercial conflict |
RED FLAG watchpoint (monitor): McGrann’s CEO role at a sector supplier (Advancing Eyecare) could create perceived conflicts if EYE engages in material transactions with his company; proxy reports no related-person transactions requiring disclosure since FY2024 .
Expertise & Qualifications
- Deep optical ecosystem experience (manufacturing—Marchon; managed vision care—VSP; software—Eyefinity; retail/technology leadership) .
- Compensation oversight experience (Compensation Committee at EYE; prior compensation committee chair at Kepler Vision) .
- Operational transformation and technology expertise supporting Advisory Committee’s mandate .
- Education: B.S. Industrial Engineering, Columbia University .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | Notes |
|---|---|---|---|
| James M. McGrann | 3,327 | <1% | Beneficial ownership as of April 1, 2025 |
Stock ownership guidelines: Non-employee directors must hold ≥5x annual cash retainer; until met, must retain 50% of vested shares net of taxes. As of Dec 28, 2024, compliance noted for then-serving directors; McGrann joined in 2025 (compliance status not disclosed). Hedging banned; pledging discouraged and limited with approval .
Governance Assessment
- Governance signal (positive): Board refresh via cooperation agreement with Engine Capital added McGrann’s domain expertise and established an Advisory Committee to oversee transformation—indicates active oversight and responsiveness to shareholder input .
- Board effectiveness: Placement on Compensation Committee leverages his compensation governance experience; independence affirmed; regular executive sessions and robust guidelines strengthen oversight .
- Conflicts/related-party exposure: No related-person transactions reported; nonetheless, external CEO role in a supplier realm warrants ongoing monitoring for recusals and policy adherence—EYE’s related-party policy requires disinterested Board approval for any >$120k transactions .
- Attendance and alignment: 2024 Board attendance was strong (≥90% for all serving directors); director comp program balances fixed cash with equity RSUs to align with shareholders; optional equity in lieu of cash enhances alignment .
- Activism context: Standstill and voting commitments under the cooperation agreement run through the 2026 nomination window; adds stability while ensuring oversight intensity—no adverse governance exceptions disclosed .