Naomi Kelman
National Vision HoldingsAbout Naomi Kelman
Retired President & CEO of Willow Innovations (2014–2019), Naomi Kelman is an independent director of National Vision Holdings, Inc. (EYE) serving since 2020; age 66. She sits on the Audit Committee and Compensation Committee, with the Board affirming her independence under Nasdaq and SEC rules; all directors (other than the CEO) are independent and executive sessions are held regularly without management .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Willow Innovations, Inc. | President & Chief Executive Officer | 2014–2019 | Led women’s health company, bringing healthcare leadership and marketing/regulatory expertise |
| Novartis OTC (Novartis) | Global Division Head | 2011–2012 | Oversight in consumer health; government/regulatory exposure |
| Johnson & Johnson | Various executive roles | 2000–2011 | Senior leadership across healthcare and vision segments |
| Lifescan North America (J&J OneTouch) | President | 2009–2011 | Diabetes-focused consumer health leadership |
| Vistakon Americas (J&J Vision Care) | President | 2004–2009 | Contact lenses/optical industry operating leadership |
External Roles
| Organization | Role | Type | Notes |
|---|---|---|---|
| Mirvie | Director | Private | Biotechnology company board role |
| Blue River PetCare | Chair | Private | Chair of operator of veterinary hospitals |
Board Governance
- Committees: Audit (member), Compensation (member). Audit Committee held 7 meetings in 2024; Compensation held 4 meetings .
- Independence: Board determined Kelman is independent (including under Exchange Act Rule 10A-3 for audit committee service). Audit financial experts are O’Farrell and Nicholson (Kelman is not designated financial expert) .
- Attendance: The Board met 7 times in 2024; each director attended ≥90% of Board and relevant committee meetings; all directors at the time attended the 2024 annual meeting .
- Executive sessions: Regularly scheduled without management .
- Related-party policy and exposure: No related person transactions since start of FY2024 reportable under SEC rules .
- Hedging/pledging: Hedging prohibited; pledging discouraged and only permitted with General Counsel approval .
- Governance posture: Majority voting, declassified board, independent chair; 9 of 10 nominees independent; robust director ownership guidelines and annual self-assessments .
Fixed Compensation
| Component (2024) | Amount | Details |
|---|---|---|
| Annual cash retainer | $80,000 | Paid quarterly; directors may elect to receive retainer in RSUs; Kelman’s “Fees earned” show $80,000 cash for 2024 |
| Annual equity grant (RSUs) | $170,010 | RSUs vest 1-year from grant; 2024 grant sized at $170,000 divided by $13.43 (12,659 units) |
| Meeting fees | $0 | No meeting fees; travel reimbursed |
| Committee chair fees | N/A | Audit Chair $25k; Comp Chair $20k; NCG Chair $15k (Kelman not chair) |
| Total reported (2024) | $250,010 | Summation of cash and stock awards |
Performance Compensation
| Performance-tied metrics for director pay | Status |
|---|---|
| Any performance metrics (e.g., AOI, ROIC, TSR) applied to director compensation | None disclosed; director pay consists of cash retainers and time-based RSUs |
| Equity Grant Detail (Director RSUs) | Grant Date | Units | Grant Value/Method | Vesting |
|---|---|---|---|---|
| Annual Director RSUs | June 14, 2024 | 12,659 | $170,000 ÷ $13.43; rounded up to whole units | 100% on 1st anniversary (subject to service) |
Other Directorships & Interlocks
| Company | Sector relevance to EYE | Interlock/Conflict indicator |
|---|---|---|
| Mirvie (private biotech) | Unrelated to optical retail | No related-party transactions disclosed |
| Blue River PetCare (private veterinary) | Unrelated to optical retail | No related-party transactions disclosed |
Expertise & Qualifications
- Healthcare industry knowledge; senior leadership; marketing and digital communication; government/regulatory; human capital; prior optical/vision-care leadership (J&J Vision Care/Vistakon) .
- Audit committee independence; compensation committee governance experience .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficially owned common shares | 33,649 | As of April 1, 2025; less than 1% of shares outstanding |
| Unvested director RSUs (as of 12/28/2024) | 12,659 | From June 14, 2024 grant; vests on June 14, 2025 |
| Director ownership guideline | 5x annual cash retainer | Must retain 50% of vested shares until meeting guideline |
| Guideline compliance status | In compliance | As of 12/28/2024 (O’Farrell and Zulla not yet; others, including Kelman, comply) |
| Hedging/pledging | Prohibited hedging; pledging restricted | Requires General Counsel approval; no pledges disclosed for Kelman |
Governance Assessment
- Strengths: Independent director with deep healthcare and optical-sector operating background; dual service on Audit and Compensation committees; strong attendance; adherence to director ownership guidelines; no related-party transactions reported; hedging prohibited; majority voting and declassified board structure .
- Compensation alignment: Director pay is standard market structure (cash retainer + time-based RSUs) benchmarked to the executive compensation peer group; no metric-based director pay that could bias oversight .
- Shareholder signals: 2024 Say-on-Pay received 89.26% support, indicating broad investor acceptance of compensation governance framework overseen by committees including Kelman .
- Monitoring items: Not designated “audit committee financial expert” (committee retains two such experts); ensure continued independence and absence of related-party dealings as new roles evolve; evaluate workload across dual committee membership vs. chair responsibilities elsewhere .