Susan O'Farrell
National Vision HoldingsAbout Susan O’Farrell
Independent director since 2024; age 61. Former CFO, Principal Accounting Officer and Treasurer of BlueLinx Holdings (2014–2020), with prior senior finance and operations roles at The Home Depot (1999–2014). Serves as Audit Committee Chair and is designated an “audit committee financial expert”; holds the CERT Certificate in Cybersecurity Oversight from Carnegie Mellon . The Board has determined she is independent under Nasdaq and Company guidelines .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BlueLinx Holdings, Inc. | Chief Financial Officer, Principal Accounting Officer, Treasurer | 2014–2020 | Led finance and operations across IT, procurement, supply chain, logistics in transformational environments |
| The Home Depot | Senior financial executive (various roles) | 1999–2014 | Financial/operational leadership in large-scale retail |
| Southern Company Gas (formerly AGL Resources) | Director | 1996–1999 | Energy services experience; finance/operations exposure |
External Roles
| Company | Role | Tenure | Committee Positions |
|---|---|---|---|
| Savers Value Village, Inc. | Director (public) | Current | — |
| Leslie’s Inc. | Director (public) | Current | Audit Committee Chair |
Board Governance
| Item | Details |
|---|---|
| Board service start | 2024 |
| Independence | Independent director |
| Primary committee | Audit Committee — Chair |
| Audit Committee members | Susan O’Farrell (Chair), Naomi Kelman, Michael J. Nicholson |
| Audit Committee meetings (2024) | 7 |
| Board/committee attendance (2024) | All directors attended ≥90% of meetings; all directors at the time attended 2024 annual meeting |
| Executive sessions | Regular executive sessions of independent directors |
| Lead Independent Director | Board intends to appoint Lead Independent Director (Peeler) concurrent with CEO transition; Executive Chairman role to be created (Fahs) effective Aug 1, 2025 |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $80,000 | Payable quarterly; option to elect equity via RSUs vesting in one year |
| Audit Chair fee | $25,000 | Additional annual cash retainer |
| Annual director equity grant (RSUs) | $170,000 | RSUs vest 100% on first anniversary |
| Meeting fees | $0 | No meeting fees; travel expenses reimbursed |
| 2024 actual — cash fees | $93,791 | Reflects pro-ration and committee chair fee |
| 2024 actual — stock awards (grant-date value) | $170,010 | RSUs granted June 14, 2024 |
| 2024 total director compensation | $263,801 | Sum of cash and stock |
Performance Compensation
| Grant Date | Instrument | Shares/Units | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|
| June 14, 2024 | RSUs | 12,659 | $170,010 | 100% on first anniversary of grant |
| Cash/equity performance metrics | — | — | — | Directors’ RSUs are time-based; no PSUs/options; no performance metrics disclosed for directors |
Other Directorships & Interlocks
| Aspect | Details |
|---|---|
| Current public boards | Savers Value Village (Director); Leslie’s Inc. (Director; Audit Chair) |
| Interlocks/overlaps | No related party transactions requiring disclosure in 2024; no company-reported conflicts |
| Hedging/pledging policy | Directors prohibited from hedging/derivative transactions; pledging discouraged and permitted only with General Counsel approval |
Expertise & Qualifications
- Audit Committee Financial Expert designation; deep finance/accounting expertise, cybersecurity oversight credential (CERT) .
- Operational experience spanning IT, procurement, supply chain, logistics; large-scale retail finance leadership .
- Public company governance experience as audit chair at Leslie’s .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Ownership Notes |
|---|---|---|---|
| Susan O’Farrell | 12,659 | <1% | As of 12/28/2024: unvested RSUs held 12,659 |
| Director stock ownership guideline | 5× annual cash retainer | — | Must retain 50% of vested shares until guideline met |
| Compliance status (as of 12/28/2024) | Subject to guideline restrictions until ownership met | — | Newer director status noted; others in compliance |
| Pledged/hedged shares | None disclosed; pledging limited; hedging prohibited | — | Per Company Securities Trading Policy |
Governance Assessment
- Strengths: Independent Audit Chair with audit financial expert designation; strong attendance and committee engagement; robust Company governance (majority voting, annual elections, executive sessions, stock ownership guidelines) bolsters board effectiveness .
- Alignment: Standard director pay mix (cash retainer + time-based RSUs) and 5× retainer ownership guideline; O’Farrell still building position as a 2024 appointee and subject to retention requirements until guideline achieved .
- Conflicts/related parties: Company reports no related person transactions in 2024; hedging prohibited and pledging tightly controlled—reduces alignment risk .
- RED FLAGS: Early tenure ownership shortfall relative to guideline (typical for new directors) . Multiple board commitments (Leslie’s audit chair; Savers Value Village) may increase time demands—monitor attendance and audit workload; 2024 attendance across directors remained ≥90% .