Jose Armario
National Vision HoldingsAbout Jose Armario
Independent director of National Vision Holdings, Inc. (EYE) since 2021, age 66. Currently CEO and President of Bojangles’, Inc. (since 2019), with prior senior leadership roles at McDonald’s Corporation and founder of Armario Enterprises and PowerC LLC; brings senior leadership, retail, supply chain, marketing, financial/accounting, risk oversight, optical/healthcare, ESG and human capital experience to the Board .
Past Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| McDonald’s Corporation | Corporate EVP, Supply Chain, Development and Franchising | 2011–2015 | Senior global operating role overseeing core QSR functions |
| McDonald’s Corporation | Various leadership positions | 1996–2011 | Progressive senior leadership across functions |
| Armario Enterprises, LLC; PowerC, LLC | Founder & CEO | 2016–2019 | Consulting firms focused on growth and operations |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bojangles’, Inc. (private) | CEO & President; Director | 2019–present | Restaurant operator and franchisor |
| Golden State Foods (private) | Director | 2018–2024 | Global food services/logistics; QSR supply chain expertise |
Board Governance
- Committee assignments: Nominating and Corporate Governance Committee (member; committee chaired by Virginia A. Hepner; 4 meetings in 2024) .
- Independence: Board determined all nominees other than the CEO are independent; all committee members are independent .
- Attendance: Board met 7 times in 2024; each director attended at least 90% of Board/committee meetings and all directors at the time attended the 2024 annual meeting .
- Executive sessions: Independent director executive sessions are held regularly .
Fixed Compensation
| Component | Amount/Units | Grant/Payment Date | Vesting | Notes |
|---|---|---|---|---|
| Annual cash retainer | $80,000 | Quarterly (arrears) | N/A | Directors may elect all/portion in RSUs |
| Cash retainer elected in equity | 5,957 RSUs; $80,003 FV | 2024-06-14 | 100% on first anniversary | Armario elected 100% of cash retainer in equity |
| Annual director RSU grant | 12,659 RSUs; $170,010 FV | 2024-06-14 | 100% on first anniversary | Grant sized at $170,000/closing price ($13.43) |
| Committee chair fees | $0 | — | — | Not a committee chair; chair schedule: Audit $25k; Comp $20k; Nom/Gov $15k |
| Meeting fees | $0 | — | — | No fees for meeting attendance |
| Total 2024 director comp | $250,010 | — | — | Sum of fees and stock awards |
Performance Compensation
| Metric Type | Applicable to Directors? | Details |
|---|---|---|
| PSUs/options | No | Annual equity for directors is time-based RSUs vesting after one year; no performance metrics for director grants |
| Meeting-based pay | No | No meeting fees |
Other Directorships & Interlocks
- Current public company boards: None disclosed; proxy lists private company roles (Bojangles’, Golden State Foods) .
- Shared directorships with EYE competitors/suppliers/customers: None disclosed; related-person transactions policy notes no transactions requiring disclosure since start of FY2024 .
Expertise & Qualifications
- Senior leadership (CEO experience), retail industry, supply chain, marketing/digital communication, financial/accounting, risk oversight; optical/healthcare industry exposure; ESG and human capital experience .
Equity Ownership
| Item | Value | As-of | Notes |
|---|---|---|---|
| Total beneficial ownership (shares) | 39,031 | 2025-04-01 | Less than 1% of shares outstanding (“*”) |
| Unvested RSUs (director grants) | 18,616 | 2024-12-28 | Includes annual RSU and equity-elected retainer grants |
| Director ownership guideline | 5x annual cash retainer | Policy | Must retain 50% of vested shares until guideline met |
| Guideline compliance | In compliance (as of 12/28/2024) | 2024-12-28 | Only O’Farrell and Zulla subject to retention until met |
| Hedging/pledging | Hedging prohibited; pledging discouraged and requires GC approval | Policy | Applies to directors and officers |
Governance Assessment
- Alignment signals: Armario elected to receive 100% of his $80,000 cash retainer in equity (5,957 RSUs; $80,003 FV), plus standard $170,000 RSU grant (12,659 RSUs); indicates skin-in-the-game and alignment with shareholders .
- Independence and oversight: Independent director on the Nominating and Corporate Governance Committee (4 meetings in 2024), which oversees board composition, independence assessments, governance guidelines, and sustainability oversight—supports board effectiveness .
- Engagement and attendance: The Board met seven times in 2024 and all directors met the ≥90% attendance threshold and attended the 2024 annual meeting, mitigating time-commitment concerns despite Armario’s external CEO role .
- Ownership discipline: Complies with the director stock ownership guideline of 5x annual cash retainer, with additional RSUs outstanding—supports ownership alignment .
- Conflicts/related-party: No related-person transactions reported since the beginning of FY2024; hedging prohibited and pledging tightly controlled, reducing alignment risks .
- Shareholder sentiment: Say-on-Pay support was 89.26% at the 2024 meeting, and governance refresh continued with committee updates and board declassification—positive governance backdrop (though Say-on-Pay pertains to executives) .
Overall: Armario enhances governance through independent service on the nominating/governance committee, high attendance, and strong equity alignment via full equity election of his cash retainer. No disclosed conflicts or related-party transactions. Watch item: external CEO role (Bojangles’) implies potential time demands, but attendance metrics and committee participation indicate active engagement .