Jared Brandman
National Vision HoldingsAbout Jared Brandman
Jared Brandman is Senior Vice President, Chief Legal and Strategy Officer and Secretary at National Vision (EYE) since January 24, 2025; he previously served as SVP, General Counsel and Secretary since February 2019, after joining National Vision in 2017 as VP, Assistant General Counsel and Assistant Secretary. He holds a B.A. in Organizational Studies (University of Michigan) and a J.D. (Emory University School of Law); he was Securities Counsel at The Coca‑Cola Company from 2010–2017. As of March 1, 2023, he was 46 years old. Compensation is tied to Annual Incentive Adjusted Operating Income (STIP AOI) and multi‑year PSUs based on Adjusted Operating Income (AOI) and ROIC; 2023 STIP AOI of $95.8m funded at 157.89% (EYE TSR value of $100 investment was $63.23 in 2023 and $31.93 in 2024; AOI of $72.3m in 2023 and $65.5m in 2024; Net Income of $(65.9)m in 2023 and $(27.2)m in 2024).
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| National Vision (EYE) | SVP, Chief Legal and Strategy Officer and Secretary | 2025–present | Leads legal and corporate strategy, board governance and disclosure. |
| National Vision (EYE) | SVP, General Counsel and Secretary | 2019–2025 | Led enterprise legal function, securities, governance, and compliance. |
| National Vision (EYE) | VP, Assistant General Counsel and Assistant Secretary | 2017–2019 | Supported public company readiness and SEC reporting/governance. |
| The Coca‑Cola Company | Securities Counsel | 2010–2017 | Led securities law and disclosure matters at a large-cap issuer. |
External Roles
No public company board roles are disclosed for Mr. Brandman in the officer biographies reviewed.
Fixed Compensation
| Metric | 2021 | 2022 | 2023 |
|---|---|---|---|
| Base Salary ($) | $374,904 | $400,000 (base) | $450,000 (12.5% increase effective July 2023) |
| Target Bonus (% of Salary) | 60% | 60% | 60% |
| Actual Annual Bonus/STIP ($) | $385,000 | — | $426,303 |
Performance Compensation
STIP Design and Results (Corporate)
| STIP AOI ($ in millions) | Threshold | Target | Maximum | Actual | Corporate Earnout |
|---|---|---|---|---|---|
| 2023 | $70.6 | $74.3 | $111.5 | $95.8 | 157.89% |
Individual STIP Outcome (2023)
| Executive | 2023 Base Salary ($) | Target Bonus (%) | Corporate Earnout (%) | Achievement Factor (%) | STIP Payout ($) |
|---|---|---|---|---|---|
| Jared Brandman | $450,000 | 60% | 157.89% | 94.73% | $426,303 |
Long‑Term Incentive Awards (2023 grants)
| Grant Date | Vehicle | Target Grant Value ($) | Units Granted (#) | Vesting / Performance |
|---|---|---|---|---|
| 3/3/2023 | PSUs | $425,006 (at target) | 19,050 | 3‑year period (FY2023–FY2025); 75% AOI growth, 25% ROIC; 0–200% payout |
| 3/3/2023 | RSUs | $425,006 | 19,050 | 3 equal annual installments on grant anniversaries |
Stock Vested and Recent Vesting Cadence
| Item | Amount |
|---|---|
| 2023 stock vested (RSU/PSU shares) and value | 9,944 shares; $226,083 value realized |
| RSUs vested March 2–5, 2024 (selected tranches) | 2,078 (from one grant) on Mar 2, 2024; 6,350 (from another grant) on Mar 3, 2024; PSUs granted in 2021 settled Mar 5, 2024 |
Compensation Structure Updates (2024–2025)
- 2024 STIP funded at 0% for NEOs (STIP AOI $67.7m below threshold); one new hire received guaranteed threshold per offer letter.
- 2025: Added Adjusted Comparable Same Store Sales Growth to STIP; PSUs include 25% relative TSR, 50% AOI growth, 25% ROIC; double‑trigger CIC, clawback policy affirmed; no option repricing, no SERP.
Equity Ownership & Alignment
| As‑of Date | Beneficially Owned Shares | Percent of Class | Options Exercisable within 60 days |
|---|---|---|---|
| Apr 15, 2020 | 53,498 | <1% | — |
| Apr 18, 2022 | 59,331 | <1% | 45,634 |
| Apr 17, 2023 | 81,620 | <1% | 56,562 |
| Apr 1, 2024 | 93,089 | <1% | 57,822 |
Ownership Guidelines and Compliance
- Guidelines: CEO 6x salary; other executive officers 3x salary; retain 50% of net shares until met.
- Compliance: As of Jan 1, 2023, Mr. Brandman had met or exceeded the ownership requirement; as of Dec 28, 2024, only Messrs. Fahs, Wilkes, and Moore had met the requirement (others subject to retention), implying Mr. Brandman was under the guideline at that later date.
Hedging/Pledging and Trading Policy
- Hedging prohibited; pledging discouraged and permitted for directors/officers only with GC approval; pre‑clearance required for officers/directors.
Employment Terms
| Provision | Key Term |
|---|---|
| Severance Plan (non‑CIC) | Cash severance multiple 1.5x salary for Brandman; pro‑rata bonus based on actual performance; health benefit continuation (illustrative values below). |
| Change‑in‑Control (CIC) | Double‑trigger; cash severance multiple 2.0x salary for Brandman; pro‑rata bonus at target; outplacement up to $20,000. |
| Non‑Compete/Non‑Solicit | 18 months post‑termination for Brandman. |
| Clawback | Incentive compensation recovery policy in place. |
Potential Payments (illustrative, based on Dec 29, 2023 valuations)
| Scenario | Cash Severance ($) | Health ($) | Options ($) | PSUs ($) | RSUs ($) |
|---|---|---|---|---|---|
| Qualifying Termination (non‑CIC) | 1,080,000 | 36,592 | — | 80,225 | 10,956 |
| Qualifying Termination (CIC, 2‑yr window) | 1,460,000 | 48,790 | — | 299,149 | 499,076 |
| Death/Disability | — | — | — | 609,419 | 499,076 |
Performance & Track Record
| Metric | 2023 | 2024 |
|---|---|---|
| Cumulative TSR ($100 initial, year‑end) | $63.23 | $31.93 |
| Net Income ($000s) | (65,901) | (27,165) |
| Adjusted Operating Income ($000s) | 72,321 | 65,489 |
Notes: PSUs for 2021 vested at approximately 67% of target, certified in Feb 2024 (paid Mar 5, 2024); 2023 PSUs reflected above‑target performance status as of year‑end 2023 (counted at max for table disclosure purposes).
Additional Governance and Signals
- Say‑on‑Pay cadence: annual; governance emphasizes pay‑for‑performance, double‑trigger CIC, independent comp consultant; no excise tax gross‑ups, no option repricing, no SERP.
- Section 16 filings (signatory): Mr. Brandman routinely signs 8‑Ks as SVP, GC & Secretary.
Investment Implications
- Alignment: Brandman’s mix skews to at‑risk pay via STIP AOI and AOI/ROIC‑linked PSUs; 2025 adds relative TSR to PSUs and comp‑store growth to STIP, increasing alignment with equity and operational outcomes. This should heighten sensitivity to multi‑year value creation versus one‑time actions.
- Retention: 1.5x/2.0x severance multiples, 18‑month non‑compete, and standard CIC equity treatment reduce near‑term flight risk; however, 2024 STIP paid 0% for NEOs, which can pressure retention if underperformance persists.
- Insider supply and timing: RSUs tend to vest in early March (e.g., Mar 2–5), creating predictable windows for potential insider sales to cover taxes or diversify; watch Form 4 activity around these dates for selling pressure signals.
- Ownership and pledging: He historically met ownership guidelines (as of Jan 1, 2023) but was not listed among those meeting guidelines as of Dec 28, 2024, implying elevated retention of net vested shares is required; hedging is prohibited and pledging is tightly constrained.
- Pay vs performance: With TSR down in 2024 and AOI lower year‑over‑year, the introduced 2025 program changes (relative TSR component and AOI guardrail) may limit outsized equity payouts in weak markets, curbing misalignment risk.