Brandon Lombardi
Chief Legal Officer & Chief Sustainability Officer / Corporate Secretary at SFM
Executive
About Brandon Lombardi
Brandon F. Lombardi is Sprouts Farmers Market’s Chief Legal Officer, Chief Sustainability Officer, and Corporate Secretary; he has served as CLO since January 2012 after a decade as a corporate and securities attorney at Greenberg Traurig, LLP. He is 47 (as of April 2025), holds a J.D. from ASU’s Sandra Day O’Connor College of Law and a B.S. in Global Business from ASU, and previously served as Sprouts’ Chief Human Resources & Legal Officer (2016–2021) . Company performance in 2024 included net sales of $7.7B (+13% YoY), EBIT of $504.5M, and comparable store sales growth of 7.6%; the pay-versus-performance table shows a four-year cumulative TSR index value of $658.64 for shareholders (from a $100 base) and 2024 Plan EBIT of $504.5M .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Sprouts Farmers Market | Chief Legal Officer & Corporate Secretary | 2012–present | Led corporate governance, securities, M&A; appointed Chief Sustainability Officer in 2023 . |
| Sprouts Farmers Market | Chief Human Resources & Legal Officer | 2016–2021 | Oversaw HR and legal; supported talent strategy during growth . |
| Greenberg Traurig, LLP | Corporate & Securities Attorney | 2002–2012 | Outside general counsel; served as Sprouts’ outside counsel; led Sprouts merger with Henry’s Farmers Market (Apr 2011) . |
External Roles
No public-company directorships or external board roles disclosed for Lombardi .
Fixed Compensation
Multi-year base salary (as disclosed when Lombardi was a NEO):
| Year | Base Salary (USD) |
|---|---|
| 2023 | $502,156 |
| 2022 | $487,692 |
| 2021 | $475,000 |
Performance Compensation
Annual bonus design and pay outcomes for 2023 (when Lombardi was a NEO):
| Component | Metric | Weighting | Target | Actual | Payout vs Target | Notes |
|---|---|---|---|---|---|---|
| Annual Cash Bonus | Plan EBIT | 75% | $380.6M | $396.3M | 141% | Minimum threshold 95%; cap at 120% of target. Plan EBIT used (Adjusted EBIT; no further adjustments in 2023) . |
| Annual Cash Bonus | Comparable Store Sales | 25% | 3.0% | 3.4% | 117% | Minimum threshold 97.5%; cap at 105% of target . |
| Total Annual Bonus Payout | Weighted result | — | — | — | 135% of Target Bonus | Applies to all NEOs; Lombardi’s Target Bonus = 60% of base salary . |
| Annual Bonus Paid (2023) | Actual | — | — | — | $406,746 | Reported non‑equity incentive compensation for Lombardi . |
Long-term equity granted in 2023:
| Award Type | Grant Date | Target/Units | Vesting | Strike/Valuation |
|---|---|---|---|---|
| Performance Shares | Mar 14, 2023 | 7,776 target shares | Earn-out tied to FY2025 Plan EBIT; cliff vest Mar 14, 2026 if earned . | |
| RSUs | Mar 14, 2023 | 3,888 units | 1/3 per year over 3 years | Grant-date fair value $128,110 . |
| Stock Options | Mar 14, 2023 | 9,992 options | 1/3 per year over 3 years | Exercise price $32.95; grant-date FV $126,171 . |
Program mechanics (current framework):
- Annual bonus metrics: Plan EBIT (75%) and comparable store sales growth (25%); thresholds and caps as above .
- Equity mix (2024 grants): 50% performance-based (Plan EBIT, 3-year), 25% RSUs (time-based), 25% stock options (time-based, 7-year term); standard vesting one-third annually for RSUs/options, performance shares cliff after 3 years if earned .
Equity Ownership & Alignment
Vested/unvested position as of FY2023 year-end (when disclosed for NEOs):
| Category | Instrument | Quantity | Market Value Basis | Value |
|---|---|---|---|---|
| Unvested RSUs | RSUs (various grants) | 3,888 | $48.11 per share (12/29/2023 close) | $187,052 |
| Unvested Performance Shares | PS (target) | 7,776 | $48.11 per share | $374,103 |
| Stock Options (Exercisable) | 2019, 2021, 2022 grants | 12,451; 10,348; 3,865 | Option detail per grant | See grant lines |
| Stock Options (Unexercisable) | 2021, 2022, 2023 grants | 5,147; 7,728; 9,992 | Strike $24.42/$31.47/$32.95 | See grant lines |
Insider transactions and current holdings (2024–2025):
- 2024-05-06: Sale+Option Exercise, 5,174 shares at $74.97 .
- 2024-08-01: Sale+OE, 7,195 shares at $101.07 .
- 2025-03-17: Sale, 14,648 shares at $137.42; holdings after 3,405 shares (703 common + 2,702 RSUs scheduled to vest over next two years) .
- 2025-03-20: Sale, 703 shares at $140.82 .
Ownership policy and pledging:
- Executive stock ownership guidelines: as updated in 2024/2025, “other executive officers” must maintain beneficial ownership equal to 1x base salary within five years of appointment; compliance status noted for NEOs at year-end (Lombardi met guidelines when a 2023 NEO) .
- Hedging/pledging of Sprouts shares is prohibited without approval of the Chief Legal Officer; CLO reviews proposed transactions .
Additional alignment disclosures:
- Insider trading policy in effect; compensation recoupment (clawback) policy adopted Nov 2023 per SEC Rule 10D-1/Nasdaq standards .
Employment Terms
| Term | Provision |
|---|---|
| Employment agreement | None; Lombardi serves at the discretion of the Board . |
| Severance (no change-in-control) | Plan participants other than CEO: 1 year base salary + 1 year COBRA reimbursement (subject to conditions) . |
| Change-in-control (double trigger) | If terminated without cause/for good reason within 24 months post-CIC: 2 years base salary + 2 years COBRA + target bonus; CEO higher multiples . |
| Equity vesting on CIC/death/disability | Options/RSUs vest; performance shares vest pro‑rata based on service and greater of target or expected actual performance, or actual if certified; CIC acceleration only if awards not assumed or upon qualifying termination within 24 months . |
| Potential Payments (Lombardi, as of 12/31/2023) | Good reason/not for cause termination: $504,700 cash severance + $7,157 benefits; CIC qualifying termination: $1,009,400 cash severance + $14,314 benefits + $2,069,319 equity vesting; death/disability equity vesting: $1,689,876 . |
| Clawback | Compensation recoupment policy compliant with Rule 10D‑1; applies regardless of misconduct . |
Performance & Track Record
| Metric | 2024 Outcome |
|---|---|
| Net Sales | $7.7B (+13% YoY) |
| Comparable Store Sales | +7.6% |
| EBIT | $504.5M (Adjusted EBIT also $504.5M; no further adjustments in 2024) |
| TSR (Cumulative Index Value) | $658.64 vs $241.39 peer group (S&P Food Retail Index) over multi-year horizon shown in pay-vs-performance . |
Notable initiatives connected to ESG and governance:
- ESG embedded in strategy; board oversight via committees; Sprouts maintained MSCI AAA rating in 2024 .
- 2024 annual bonus driven by Plan EBIT and comps; payout was 291% of target for NEOs given outperformance, reinforcing pay-for-performance .
Compensation Structure Notes
- Shift to PSUs in 2025 for performance-based equity; RSUs/options continue with pro rata retirement acceleration under rule-of-68 (age+service), age ≥55 and ≥3 years service .
- Say-on-pay approval: 2023 compensation (voted in 2024) received >85% support; prior year >90% support for 2022 compensation .
Investment Implications
- Insider selling pattern: Lombardi executed sale+option exercises in May/Aug 2024 and sold shares following March 2025 vesting events, leaving modest residual holdings (3,405 shares); this suggests regular liquidity around vesting, not accumulation—monitor for continued sales near vest dates as a potential short-term supply overhang .
- Alignment and protections: Strong pay-for-performance tie (Plan EBIT/comps), updated ownership guidelines (1x salary for non-CEO execs), stringent hedging/pledging limitations overseen by the CLO, and an SEC-compliant clawback reduce governance risk .
- Retention risk: No individual employment contract; severance/change-in-control benefits are standard and double-trigger equity vesting applies—adequate but not overly rich; absence of tax gross-ups and no option repricing disclosed limit red flags .
- Execution backdrop: Company operating momentum (net sales +13%, EBIT $504.5M, comps +7.6%) and robust TSR underpin compensation outcomes; continued expansion (35+ stores expected in 2025) supports performance-linked pay design .