Mark Banner
National Vision HoldingsAbout Mark Banner
Mark Banner, age 50, is Senior Vice President and President of America’s Best at National Vision (EYE). He joined EYE as Chief Stores Officer on July 8, 2024, and was appointed President of America’s Best on January 24, 2025 . He previously led retail, operations, and real estate at Sleep Number and spent 18 years at Signet Jewelers; he holds a B.A. in Organizational Studies (Saint Louis University) and an M.B.A. from MIT Sloan . Context on company performance during his arrival: preliminary FY2024 net revenue grew ~3.8% with comps +1.9%, and management indicated AOI slightly above the high end of guidance; company cumulative TSR for the Dodd-Frank “Pay vs. Performance” panel stood at $31.93 on a $100 base (2019 start) as of 2024, underscoring ongoing turnaround dynamics .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Sleep Number | Senior Vice President, Retail & Real Estate | Seven-year tenure (undisclosed exact years) | Led sales, stores, operations, promotions & credit, digitally assisted retail, real estate and maintenance, shaping omnichannel retail execution |
| Signet Jewelers (incl. Sterling Jewelers) | Vice President, Strategic Integration; prior operations/managerial roles | 18 years | Drove large-scale retail operations and integration initiatives across a leading specialty retailer |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No public company directorships or external board roles disclosed in executive officer biography or proxy materials |
Fixed Compensation
| Component | 2024 Terms/Values | Notes |
|---|---|---|
| Base Salary (rate) | $500,000 | Per offer letter |
| Base Salary (actual paid 2024) | $222,154 | Partial year from July 8, 2024 start |
| Target Annual Cash Incentive | 60% of base salary | Per offer letter |
| 2024 STIP Outcome | $150,000 | 2024 STIP funded at 0% overall, but Banner’s 2024 payout was guaranteed at threshold per offer letter; paid as bonus per SCT |
| Sign-on Cash | $120,000 (net of tax) | Per offer letter and SCT footnote |
| 401(k) Match and Benefits | Standard employee terms; 50% match on first 3% of pay; life/disability insurance; perqs < $10k | Perqs for Banner < $10,000; standard benefit design |
Performance Compensation
2024 Annual Incentive (STIP)
| Metric | Weighting | Target | Actual/Corporate Earnout | Individual Achievement/Payout | Notes |
|---|---|---|---|---|---|
| Annual Incentive Adjusted Operating Income | 100% | 60% of base salary | STIP funded at 0% at corporate level (AOI $67.7m) | $150,000 paid to Banner (threshold guaranteed per offer) | Offer letter guaranteed threshold despite 0% corporate funding |
2024 Long-Term Incentive Awards (LTI)
| Grant Date | Instrument | Target Shares/Units | Grant-Date Fair Value ($) | Vesting / Performance | Key Metrics |
|---|---|---|---|---|---|
| 7/8/2024 | PSUs | 35,184 target; 0–200% payout range | $450,003 | 3-year performance period (FY2024–FY2026) | Adjusted Operating Income (75%) and ROIC (25%) measured each year; average multiplier determines payout |
| 7/8/2024 | RSUs | 35,184 | $450,003 | Time-based; one-third on each of the first three anniversaries of grant | Aligns with retention and shareholder alignment |
2025 Design Updates (Program-level)
- Added Adjusted Comparable Same Store Sales Growth to the annual cash incentive; 2025 PSUs include a 25% relative TSR component; AOI growth portion of 2025 PSUs will not vest if AOI growth is negative over the 3-year period .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (4/1/2025) | Mark S. Banner: “—” shares (less than 1% of class); 79,050,214 shares outstanding as of 4/1/2025 |
| Unvested RSUs (12/28/2024) | 35,184 units; market value $371,895 at $10.57/share |
| Unearned PSUs (12/28/2024) | 35,184 target units; market value for table presentation $371,895 at $10.57/share (SEC method) |
| Options | None outstanding for Banner |
| Ownership Guidelines | Executives must hold 3x salary; until achieved, must retain 50% of net shares from vesting; as of 12/28/2024, NEOs other than Fahs, Wilkes, and Moore remain subject to retention (i.e., Banner not yet at guideline) |
| Hedging/Pledging | Hedging prohibited; pledging discouraged and limited to cases approved by General Counsel for directors/officers |
Vesting Schedules (Banner Grants)
| Grant | Amount | Vesting Dates | Tranche Size | Notes |
|---|---|---|---|---|
| RSUs (granted 7/8/2024) | 35,184 | 7/8/2025; 7/8/2026; 7/8/2027 | 11,728 per tranche | One-third vest annually (subject to service) |
| PSUs (granted 7/8/2024) | 35,184 target (0–200%) | Performance period FY2024–FY2026; vests post-certification | N/A | Metrics: AOI (75%), ROIC (25%); average of annual multipliers |
Note: For context, 2022 PSU cycle across NEOs paid 0% (below threshold on AOI and ROIC), reinforcing true performance-at-risk design .
Employment Terms
| Term | Banner-specific Terms |
|---|---|
| Start/Role | Joined 7/8/2024 (Chief Stores Officer); appointed President of America’s Best 1/24/2025 |
| Base Salary | $500,000 (rate) |
| Target Bonus | 60% of base salary |
| Target Equity (ongoing) | $900,000 annual target beginning in 2025 |
| New-Hire Awards | $900,000 split 50% RSUs (time) / 50% PSUs (performance) |
| Sign-on Cash | $120,000 (net of tax) |
| STIP 2024 | Threshold payout guaranteed per offer letter; paid as $150,000 |
| Severance Plan (Non-CIC) | Cash severance multiple 1.0× (salary + target bonus), paid over 12 months; pro-rata bonus (actual performance); 12 months health benefits |
| Severance Plan (CIC within 2 years) | 1.5× multiple in lump sum; pro-rata bonus (target); 18 months health; up to $20,000 outplacement; double-trigger equity treatment |
| Potential Payouts (as of 12/28/2024) | Qualifying Termination: $950,000 cash + $27,278 health + $177,287 RSUs; CIC QTE: $1,370,000 cash + $40,917 health + $371,895 PSUs + $371,895 RSUs; Death/Disability: $371,895 PSUs + $371,895 RSUs |
| Equity Treatment (CIC/Death/Disability/Retirement) | PSUs convert/vest per plan (CIC) or vest at 100% (death/disability); RSUs accelerate on CIC QTE or death/disability; pro rata vest on next vesting date at retirement |
| Restrictive Covenants | Confidentiality; non-disparagement; non-compete and non-solicit apply for 12 months post-termination for Banner |
| Clawback | Incentive compensation recovery policy in place |
| Tax Gross-ups/SERP | No excise tax gross-ups; no SERP |
Performance & Track Record
- Role scope: As President of America’s Best, Banner oversees brand P&L and in-store experience, including Store Design and Clinical Services, central to EYE’s transformation agenda .
- Company performance backdrop at/around tenure start: preliminary FY2024 revenue +3.8%, comps +1.9%, AOI slightly above high end of guidance, indicating stabilization post-portfolio changes; however, corporate STIP funded at 0% for 2024 and the prior 2022 PSU cycle paid 0%, highlighting execution risk and rigorous performance pay design .
Compensation Structure Analysis
- Cash vs. Equity: 2024 package skewed to equity (PSUs/RSUs $850,011 vs. cash salary $222,154) with a guaranteed threshold STIP and sign-on cash, balancing attraction/retention with performance linkage .
- Mix shift: No options granted; awards are RSUs/PSUs, reducing upside asymmetry but strengthening alignment via performance metrics and time-based retention .
- At-risk pay rigor: Corporate STIP at 0% for 2024 and 2022 PSUs at 0% reinforce high performance thresholds; 2025 inclusion of relative TSR further tightens market alignment .
- Change-in-control design: Double-trigger equity vesting and moderate cash multiples (1.5× CIC) reduce “golden parachute” risk vs. higher-market multiples .
Risk Indicators & Red Flags
- Hedging/Pledging: Hedging prohibited; pledging restricted and requires GC approval—no specific pledging disclosed for Banner .
- Repricing history: No option repricing without stockholder approval; none indicated for Banner .
- Say-on-Pay: Advisory vote held annually; board emphasizes pay-for-performance; specific approval percentages not disclosed in extracted sections .
Equity Overhang and Potential Selling Pressure
- Near-term vesting supply: RSUs of 11,728 shares potentially vest each July 8 from 2025–2027, creating modest, predictable supply; PSUs cliff-vest post FY2026 based on performance (0–200%), potentially adding to supply if targets are met/exceeded .
- Current ownership: No beneficially owned common shares reported for Banner as of April 1, 2025, and he remains subject to the 50% net-share retention until meeting 3× salary ownership guideline, which tempers selling pressure post-vesting .
Investment Implications
- Alignment: Heavy use of PSUs tied to AOI/ROIC (and 2025 relative TSR) plus ownership guidelines creates strong long-term alignment; lack of options reduces risk-taking asymmetry .
- Retention: Time-vested RSUs through 2027 and moderate CIC severance (1.5×) support retention without excessive parachute risk .
- Execution Risk/Signal: 2024 corporate STIP at 0% and 2022 PSUs at 0% highlight operating challenges; Banner’s guaranteed 2024 threshold payout was a recruiting tool and should not persist, so 2025–2026 outcomes will be a cleaner read on true pay-for-performance .
- Trading/Overhang: Expected RSU vesting cadence is manageable; PSU settlement in 2027 could add supply if performance improves, especially with added relative TSR leverage in 2025 grants .