Virginia Hepner
National Vision HoldingsAbout Virginia A. Hepner
Independent director since 2018; age 67. Former President & CEO of The Woodruff Arts Center (2012–2017) with 25+ years of finance/accounting experience and risk oversight from prior banking roles. Currently serves as Chair of the Nominating & Corporate Governance Committee at National Vision Holdings (EYE). The Board has affirmatively determined she is independent under Nasdaq and company guidelines; directors attended ≥90% of Board/committee meetings in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Woodruff Arts Center | President & CEO; Life Trustee | 2012–2017 | Led a major arts institution; senior leadership, public company board/risk oversight experience |
| Wachovia Bank & predecessors | EVP and other leadership positions | 1979–2005 | 25+ years finance/accounting; risk oversight |
| DMI Music & Media Solutions | Strategic Advisor | 2011–2019 | Media strategy advisor |
| GHL, Inc. (Atlanta real estate partnership) | Investor | 2005–2022 | Real estate investment experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Oxford Industries (public) | Director; Nominating, Compensation & Governance Committee Chair | Current | Apparel industry board leadership; compensation/governance oversight |
| Cadence Bancorporation (public) | Director; Audit Committee Chair | Current | Banking audit chair; financial/reporting oversight |
| State Bank & Trust Company (now a division of Cadence Bank) | Director | 2010–2019 | Banking governance |
Board Governance
- Committee assignments: Chair, Nominating & Corporate Governance Committee; committee held 4 meetings in 2024 .
- Independence: Board determined all nominees except CEO are independent; all committee members are independent .
- Attendance: Board held 7 meetings in 2024; each director attended ≥90% of aggregate Board/committee meetings; all directors at the time attended the 2024 annual meeting .
- Executive sessions: Regular executive sessions of independent directors at each regular Board meeting .
- Governance policies: Declassified Board (annual election of all directors); robust stock ownership guidelines; majority voting; independent Chair; refreshed committee composition .
- Related parties: No related person transactions ≥$120,000 reported since the beginning of fiscal 2024 .
- Hedging/pledging: Directors prohibited from hedging, options trading, shorts; pledging discouraged and limited to GC-approved situations .
- Say-on-Pay signal: 2024 Say-on-Pay supported by 89.26% of votes cast; compensation program reviewed with stockholder feedback .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $80,000 | Paid quarterly; option to elect retainer in RSUs prior year; Hepner shows cash fees (did not elect full retainer into equity) |
| Committee chair fee (Nominating & Corporate Governance) | $15,000 | Paid quarterly |
| Meeting fees | $0 | No per-meeting fees; travel reimbursed |
| Total cash (fees earned) | $95,000 | 2024 fees earned |
| Annual equity grant (RSUs) | $170,010 | RSUs vest 100% on first anniversary of grant; 12,659 RSUs granted June 14, 2024 at $13.43 close |
| Total 2024 director compensation | $265,010 | Sum of cash and stock award fair value |
Performance Compensation
| Instrument | Grant date | Shares/Units | Fair Value | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| RSUs (annual director grant) | 2024-06-14 | 12,659 | $170,010 | 100% vests on first anniversary (June 14, 2025) | None; time-based only |
| Retainer-in-equity (election option) | 2024-06-14 | N/A for Hepner | N/A | If elected, RSUs vest at 1-year | None; time-based only |
Directors do not receive stock options or PSUs under the director program; equity is structured as time-based RSUs to align with shareholder interests and encourage ownership .
Other Directorships & Interlocks
| Exposure | Detail | Potential Implication |
|---|---|---|
| Compensation peer group interlock | EYE’s compensation peer group includes Oxford Industries; Hepner is a director and chairs Nominating/Comp/Gov at Oxford | Potential soft influence on benchmarking; committee independence and use of independent consultant (Meridian) mitigate risk |
| Banking relationships | Director roles at Cadence Bancorporation/State Bank; EYE disclosed no related-party transactions | No disclosed related-party dealings; low conflict risk |
Expertise & Qualifications
- Senior leadership and risk oversight: Former CEO of a major arts institution; chair of EYE’s Nominating & Corporate Governance Committee .
- Deep finance/accounting: 25+ years at Wachovia Bank; audit chair experience at Cadence Bancorporation .
- Governance and sustainability: Government/regulatory and corporate sustainability oversight experience; board-level oversight at EYE .
- Human capital: Experience aligning organizational culture and leadership development .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Unvested RSUs | Ownership Guideline Compliance |
|---|---|---|---|---|
| Virginia A. Hepner | 36,635 | <1% | 12,659 | In compliance (only O’Farrell and Zulla not yet at guideline as of 12/28/24) |
- Director stock ownership guideline: 5x annual cash retainer; retain 50% of vested shares until compliant .
- Hedging/pledging: Prohibited hedging; pledging discouraged and limited; no pledges disclosed for Hepner .
Governance Assessment
-
Strengths
- Independent director with finance/audit pedigree; chairs the Nominating & Corporate Governance Committee, indicating strong governance influence .
- High attendance culture (≥90%); robust governance structures (declassified board, majority voting, stock ownership guidelines) .
- Clear related-party safeguards and no reportable related-party transactions; strong hedging/pledging restrictions .
- Director compensation balanced (cash + time-based RSUs), reinforcing alignment without performance gaming; no meeting fees .
- Shareholder support for pay practices (89.26% Say-on-Pay) signals broader governance credibility .
-
Watch items / RED FLAGS
- Interlock awareness: Oxford Industries appears in EYE’s compensation peer group while Hepner chairs governance-related committees at Oxford—monitor for potential benchmarking bias, though EYE employs an independent consultant and broad peer set to mitigate .
- Multiple external commitments require continued monitoring of engagement; 2024 attendance thresholds were met at EYE .
-
Overall view: Board effectiveness appears strong with independent leadership and formal oversight of strategy, risk, and sustainability. Hepner’s committee leadership and compliance with ownership guidelines support investor alignment, with low observable conflict risk within disclosed policies and transactions .