Susan Johnson
National Vision HoldingsAbout Susan S. Johnson
Independent director since 2020; age 59. Former Chief Marketing Officer at Prudential Financial (2020–2024) with prior senior roles at Truist Financial (2014–2020), NCR Corporation (2012–2014), and Nokia (2007–2012). Serves on the Compensation Committee; independence affirmed. Board attendance was ≥90% in 2024; the Board held seven meetings that year .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Prudential Financial, Inc. | Chief Marketing Officer | 2020–2024 | Brought marketing, digital communication, ESG/sustainability, and financial/accounting expertise to board oversight |
| Truist Financial (and “a full‑service entertainment and music company”) | EVP & Chief Marketing Officer | 2014–2020 | Senior leadership, public company board and risk oversight experience |
| NCR Corporation | Vice President, Global Marketing | 2012–2014 | Software/technology marketing and consulting experience |
| Nokia Corporation | Global Head of Customer Marketing; Head of Software Marketing Programs | 2007–2012 | Telecommunications go‑to‑market and software marketing programs |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Constellation Brands (public) | Director | 2017–2024 | Beverage industry exposure; complements consumer/brand expertise |
Board Governance
- Committee assignments: Compensation Committee member; not a chair. The Compensation Committee met 4 times in 2024 and is comprised of Thomas V. Taylor, Jr. (Chair), Susan S. Johnson, Naomi Kelman, James M. McGrann, and Caitlin Zulla; all members are independent under Nasdaq standards and company guidelines .
- Independence and engagement: Independent director; Board attendance was ≥90% across Board and committee meetings in 2024; all directors at the time attended the 2024 annual meeting .
- Governance practices: Annual election of directors; independent Chair; majority voting in uncontested elections; regular executive sessions without management; strong stockholder engagement; committee charters reviewed regularly .
- Board refreshment: Several independent directors added in 2024–2025; committee composition refreshed .
Fixed Compensation
| Metric | FY 2024 |
|---|---|
| Annual cash retainer ($) | $80,000 |
| Committee chair fees (program) | Audit Chair $25,000; Compensation Chair $20,000; Nominating Chair $15,000 (paid to chairs; Johnson is not a chair) |
| Meeting fees | None; reasonable travel expenses reimbursed |
| Lead Independent Director retainer (effective 8/1/2025) | $30,000 (program change; role not assigned to Johnson per proxy) |
| “Fees earned or paid in cash” — Johnson | $80,000 |
| “Stock awards” — Johnson | $170,010 |
| Total — Johnson | $250,010 |
Performance Compensation
| Equity Grant Detail | Grant Date | Shares/Units | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| Annual RSU grant (standard director program) | June 14, 2024 | 12,659 RSUs (calculated as $170,000 ÷ $13.43, rounded up) | $170,010 | 100% on first anniversary of grant date (time‑based) |
| Retainer‑election RSU (Johnson elected 50% of cash retainer in equity) | June 14, 2024 | 2,978 RSUs | $39,995 | 100% on first anniversary of grant date (time‑based) |
| Unvested RSUs held as of 12/28/2024 (Johnson) | — | 15,637 RSUs | — | As disclosed; reflects outstanding unvested units at year‑end |
The director equity program is time‑based RSUs (no PSU metrics). Director compensation is reviewed by the Compensation Committee with assistance from an independent compensation consultant and benchmarked to the same peer group used for executive compensation .
Other Directorships & Interlocks
| Company | Industry | Role | Tenure | Potential Interlock/Conflict |
|---|---|---|---|---|
| Constellation Brands | Alcoholic beverages | Director | 2017–2024 | No direct competitive overlap with eyewear retail; no related‑party transactions disclosed |
Expertise & Qualifications
- Marketing and digital communication; consumer retail; ESG and sustainability; financial and accounting; senior leadership and public company board/risk oversight .
Equity Ownership
| Metric | As of Dec 28, 2024 | As of Apr 1, 2025 |
|---|---|---|
| Beneficial ownership (shares) | — | 36,308 shares |
| Beneficial ownership (% of class) | — | <1% (asterisk denotes less than 1%) |
| Unvested RSUs outstanding | 15,637 | — |
| Director stock ownership guideline | 5x annual cash retainer (i.e., $400,000 market value) | — |
| Compliance with guideline | In compliance as of 12/28/2024 (all non‑employee directors except O’Farrell and Zulla) | — |
| Hedging policy | Hedging prohibited; options/derivatives trading prohibited for directors | |
| Pledging policy | Discouraged; permitted only with General Counsel approval |
Governance Assessment
- Alignment: Johnson’s mix of cash ($80k) and equity ($170k annual RSUs; plus 50% retainer election into RSUs) promotes ownership alignment; she was in compliance with the 5x retainer ownership guideline as of 12/28/2024 .
- Effectiveness: Active Compensation Committee member; committee met 4 times in 2024; Board attendance ≥90% indicates engagement and reliability .
- Independence and conflicts: Independence affirmed; no related‑party transactions requiring disclosure since the beginning of FY2024; hedging prohibited; pledging tightly controlled. No disclosed interlocks with EYE customers/suppliers that pose conflicts .
- RED FLAGS: None disclosed—no low attendance, no related‑party transactions, no hedging/pledging activity reported, no pay anomalies (no meeting fees; standard structure; equity is time‑based RSUs) .
Notes on compensation program structure: Directors may elect to receive all or a portion of the annual cash retainer in RSUs that vest after one year; Johnson elected 50% for 2024 (2,978 RSUs; $39,995 grant‑date fair value). Standard annual RSU grant was 12,659 units in 2024 (vests after one year) .