Randolph Peeler - Lead Independent Director | National Vision Holdings (EYE) Executive Profile & Compensation

About D. Randolph Peeler

D. Randolph “Randy” Peeler, age 60, has served on National Vision Holdings, Inc.’s board since 2014 and as Chair of the Board since 2020; he is a Senior Advisor at Berkshire Partners LLC and previously joined Berkshire in 1996, becoming a Managing Director in 2000 . He is independent, will transition from Board Chair to Lead Independent Director effective August 1, 2025 as part of the CEO succession plan, and brings private equity, capital markets, optical/healthcare and retail industry, financial/accounting, and board risk oversight experience .

Past Roles

Organization	Role	Tenure/Notes	Committees/Impact
Berkshire Partners LLC	Senior Advisor; Managing Director (prior)	Joined 1996; MD in 2000; currently Senior Advisor	Private equity deal and capital markets experience; board oversight across portfolio companies
Privately-owned healthcare services company	Co-founder	Not disclosed	Healthcare operating insight
U.S. Dept. of the Treasury	Special Assistant for the Assistant Secretary for Economic Policy	Not disclosed	Policy/analytical experience
Cannon Associates; Bain & Co.	Consultant	Not disclosed	Strategy/operations experience

External Roles

Organization	Role	Type	Notes
DVx Ventures	Director/Board role	Private	Venture studio board experience
CPK Media, LLC d/b/a Christopher Kimball’s Milk Street Kitchen	Director/Board role	Private	Multi-channel food media company

Board Governance

Current roles: Chair of the Board; member, Nominating & Corporate Governance Committee (4 meetings in 2024) .
Independence: Board determined all directors other than CEO are independent under Nasdaq and company guidelines; Peeler is independent .
Leadership transition: Effective Aug 1, 2025, CEO Reade Fahs becomes Executive Chairman; Peeler assumes Lead Independent Director role to preserve independent oversight during transition .
Attendance: Board held 7 meetings in 2024; each director attended ≥90% of Board and committee meetings on which they served; directors attended the 2024 annual meeting .
Governance practices: Annual election of directors, majority voting, independent chair structure (to become Executive Chair + Lead Independent Director), robust ownership guidelines, regular executive sessions of independent directors .

Fixed Compensation (Director)

Component	Amount/Terms	Notes
Annual Cash Retainer	$80,000	Standard non-employee director cash retainer (paid quarterly) .
Annual RSU Grant	$170,000 (time-based RSUs)	Vests at first anniversary; 12,659 RSUs granted to most directors on June 14, 2024, based on $13.43 closing price .
Committee Chair Fees	Audit: $25,000; Compensation: $20,000; Nominating & Gov.: $15,000	Paid quarterly to committee chairs .
Lead Independent Director Retainer	$30,000 (additional)	Effective August 1, 2025 .
Peeler’s 2024 Actual	$80,000 fees; $0 stock awards; Total $80,000	He requested the company donate his cash retainer quarterly in his name and to forgo the annual RSU; donation was to 20/20 Quest (company-sponsored foundation) .

Other Directorships & Interlocks

Topic	Detail
Current public company boards	None disclosed for Peeler (his “Other Directorships” are private companies) .
Compensation Committee interlocks	Company disclosed no compensation committee interlocks for FY2024 .
Engine Capital settlement context	Board added two directors in March 2025 (McGrann, Nicholson) under agreement with Engine Capital; governance refresh noted (not specific to Peeler) .

Expertise & Qualifications

Skills highlighted by the board in nominating him: acquisition/capital markets, optical/healthcare and retail industry knowledge, senior leadership, financial/accounting, human capital, and public company board risk oversight .
Service as Board Chair since 2020 with upcoming transition to Lead Independent Director underscores governance experience through CEO succession .

Equity Ownership

Holder	Shares Beneficially Owned	% of Class	As-Of Date	Notes
D. Randolph Peeler	250,747	<1%	April 1, 2025	As reported in beneficial ownership table .

Director stock ownership guidelines: 5x annual cash retainer; until met, must retain 50% of net vested shares; as of Dec 28, 2024, all non-employee directors except O’Farrell and Zulla were in compliance—implying Peeler is compliant .
Hedging/pledging: Directors prohibited from hedging; pledging discouraged and only permitted with General Counsel approval; no pledges disclosed for Peeler .

Related-Party/Conflicts Check

Related person transactions: None required to be reported since the beginning of FY2024; policy requires disinterested Board/committee approval for any such transactions above $120,000 with related persons .
Independence determination explicitly affirmed for Peeler by the Board (only CEO is non-independent) .
Charitable donation of Peeler’s cash fees was made to company foundation (20/20 Quest) under a committee-approved program; disclosed as part of director compensation footnote (not a related-party transaction) .

Say-on-Pay & Shareholder Feedback (Context)

2024 say-on-pay supported by 89.26% of votes; ongoing stockholder engagement program highlighted .

Governance Assessment

Strengths:
- Independent director with deep transaction and governance experience; served as independent Board Chair and slated to be Lead Independent Director during CEO transition, supporting continuity and oversight .
- Strong attendance and regular independent executive sessions signal active oversight; committee independence across audit, compensation, and nominating .
- Robust director ownership guidelines; Peeler in compliance; hedging prohibited and pledging restricted .
- No related-party transactions disclosed; no compensation committee interlocks .
Watch items:
- Peeler elected to forgo equity and donate cash retainer in 2024, which reduces incremental annual equity-based alignment for that year, though offset by existing ownership and compliance with ownership guidelines .
- Prior affiliation with Berkshire Partners (former sponsor) warrants continued monitoring for perceived conflicts, though Board has determined independence and no related transactions disclosed .

No RED FLAGS identified in filings for attendance shortfalls, hedging/pledging, related-party transactions, or committee interlocks based on disclosures reviewed .

Appendix: Committee Snapshot (2024 Activity)

Committee	2024 Members	Meetings in 2024	Key Oversight
Audit	O’Farrell (Chair), Kelman, Nicholson	7	Financial reporting, ICFR, cybersecurity; O’Farrell & Nicholson “financial experts” .
Compensation	Taylor (Chair), Johnson, Kelman, McGrann, Zulla	4	Exec/Director pay; independent consultant retained; risk review .
Nominating & Corporate Governance	Hepner (Chair), Armario, Nicholson, Peeler	4	Board composition, independence, governance guidelines, sustainability oversight .