Michael Nicholson

About Michael J. Nicholson

Michael J. Nicholson (age 58) is an independent director of National Vision Holdings, Inc. (EYE), appointed in March 2025. He serves on the Audit Committee and the Nominating and Corporate Governance Committee, and is designated as an audit committee financial expert; he is a seasoned retail executive and a Certified Public Accountant with deep experience in business transformation, operations, and finance. Nicholson is President and Chief Operating Officer of J.Crew Group (since 2020), and previously served as Interim CEO (2019–2020) and CFO (2016–2017) at J.Crew, with prior senior roles at ANN Inc., Limited Brands, Colgate-Palmolive, Altria, and PwC .

Past Roles

External Roles

Board Governance

• Independence: The Board determined all director nominees other than the CEO are independent; committee membership is fully independent, and Nicholson is listed as an independent director .
• Committee assignments and expertise:
  • Audit Committee: Member; 7 meetings held in 2024; Nicholson and Susan O’Farrell qualify as “audit committee financial experts” under Item 407(d)(5) of Reg S-K .
  • Nominating & Corporate Governance Committee: Member; 4 meetings held in 2024 .
• Attendance and engagement: Board held 7 meetings in 2024; all directors serving during 2024 attended at least 90% of Board/committee meetings, and directors attended the 2024 annual meeting; Nicholson joined in March 2025, so his 2024 attendance is not applicable .
• Executive sessions: Independent directors hold executive sessions regularly, typically at each regular Board meeting .
• Board refreshment: Nicholson was appointed in March 2025 pursuant to an agreement with Engine Capital, with a Board nomination for the 2025 annual meeting; this reflects constructive shareholder engagement and refreshment .

Fixed Compensation (Director)

Notes:

• Directors are not paid meeting fees; travel expenses reimbursed .
• Nicholson joined in March 2025; he did not receive 2024 director compensation .

Performance Compensation (Director)

• Equity structure: Non-employee directors receive time-based RSUs that vest in full one year after grant; no performance-based (PSU/option) director awards are disclosed .
• Vesting: Annual RSU grants vest on first anniversary of grant date, subject to continued service .

Other Directorships & Interlocks

• Related-party transactions: The company reports no related-person transactions requiring disclosure since the beginning of FY 2024 .
• Hedging/pledging: Directors/officers are prohibited from hedging and short positions; pledging discouraged and only permitted with General Counsel approval .

Expertise & Qualifications

• Financial expertise: CPA; designated audit committee financial expert .
• Operational and transformation leadership: Extensive COO/CFO roles across major retailers (J.Crew, ANN Inc., Limited Brands) .
• Governance and committee work: Audit and Nominating committee member at EYE; Audit Chair experience at The Container Store .

Equity Ownership

• Director stock ownership guidelines: Non-employee directors must hold stock/RSUs equal to at least 5x the annual cash retainer, with a 50% post-vesting retention until the guideline is met; as of Dec 28, 2024, compliance status was assessed for then-current directors (O’Farrell and Zulla subject to restrictions; others compliant). Nicholson’s guideline compliance status is not disclosed due to his March 2025 appointment .
• Trading policy: Prohibits hedging/derivatives and short positions; pledging restricted and requires approval .

Governance Assessment

• Strengths

  • Independence and committee alignment: Nicholson is independent and sits on Audit and Nominating committees, enhancing oversight of financial reporting and governance .
  • Financial rigor: CPA and audit committee financial expert designation bolster board effectiveness in controls and reporting .
  • Refreshment and shareholder engagement: Appointment under Engine Capital agreement signals responsiveness to investor input without reported related-party conflicts .
  • Robust governance policies: Regular executive sessions; majority voting; strong stock ownership guidelines; clawback policy compliant with SEC/Nasdaq .

• Watch items / potential risks

  • Time commitment: Concurrent executive role at J.Crew may create bandwidth risk; monitor attendance and engagement in 2025+ (2024 attendance metrics predate his appointment) .
  • Activist-linked appointment: While constructive, board dynamics with Engine Capital-backed refreshment should be tracked for sustained alignment and strategic continuity .
  • Ownership alignment ramp: Beneficial ownership of 3,327 shares is modest; guideline compliance for recent appointee not yet disclosed—watch for progress toward the 5x retainer threshold .

• Signals of investor confidence

  • No related-party transactions disclosed; strict hedging/pledging restrictions .
  • Strong Say-on-Pay support at 2024 annual meeting (89.26% votes cast in favor) indicates healthy investor support for compensation governance broadly .