Curtis Valentine
About Curtis Valentine
Curtis Valentine is Chief Financial Officer of Sprouts Farmers Market (SFM), appointed effective January 1, 2024. He previously led finance and FP&A at Sprouts and held financial management roles at PetSmart. He holds a B.S. from Bowling Green State University and an MBA from Arizona State University’s W.P. Carey School of Business . In 2024, Sprouts delivered net sales of $7.719 billion (+13%), comparable store sales growth of 7.6%, EBIT of $504.5 million, diluted EPS of $3.75, and operating cash flow of $645 million; annual incentives paid out at 291% of target based on Plan EBIT and comps performance . The five-year pay vs performance panel shows cumulative TSR translating to a $658.64 value for an initial fixed $100 investment as of fiscal 2024 and net income of $380.6 million .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Sprouts Farmers Market | SVP Finance | Mar 2023–Dec 2023 | Led corporate finance during strategy execution and margin expansion |
| Sprouts Farmers Market | VP, Financial Planning & Analysis | Dec 2016–Mar 2023 | Drove planning/analytics through growth strategy launch (from 2020 onward) |
| Sprouts Farmers Market | Sr Director, FP&A | May 2015–Dec 2016 | Built FP&A capabilities |
| PetSmart, Inc. | Financial management roles (multiple business units) | Apr 2008–Apr 2015 | Cross-business unit finance leadership in large-scale retail |
External Roles
- No external public-company directorships disclosed for Valentine .
Fixed Compensation
| Component | 2024 Detail | Notes |
|---|---|---|
| Base salary (structure) | $500,000 effective Jan 1, 2024 (appointment offer); increased to $600,000 in Sept 2024 | Offer letter terms and later increase approved by Talent & Compensation Committee |
| Salary actually paid (FY 2024) | $552,116 | Reflects partial year at $500k and remainder at $600k |
| Perquisites/benefits (FY 2024) | Life insurance premium $1,403; HSA contribution $500; 401(k) match included; All Other Compensation total $8,803 | Summary Compensation Table detail |
Performance Compensation
Annual Performance-Based Cash Bonus (FY 2024)
| Metric | Weight | Threshold | Target | Max | Actual | Payout |
|---|---|---|---|---|---|---|
| Plan EBIT | 75% | $398.7m | $419.7m | $503.6m | $504.5m | 300% of component |
| Comparable Store Sales | 25% | 0.8% | 3.4% | 8.6% | 7.6% | 264% of component |
| Weighted payout | — | — | — | — | — | 291% of Target Bonus |
| Executive-Specific | Target Bonus | Actual Bonus Paid | Notes |
|---|---|---|---|
| Curtis Valentine (CFO) | $450,000 | $1,204,993 | Target set at 75% of base; payout reflects actual base earned during 2024 and plan interpolation; amounts paid in FY 2025 per table |
Plan design: Zero payout unless minimum (95% of Plan EBIT or 97.5% comps) achieved; payouts interpolate to maximums. Targets approved March 2024; total bonus opportunity up to 300% of Target Bonus; CFO target bonus % = 75% of base salary .
Long-Term Equity Incentives (grant date March 19, 2024 unless noted)
| Instrument | CFO Grant | Vesting / Terms | Valuation markers |
|---|---|---|---|
| Performance Shares (PS) | Target 5,580 shares | Earned based on FY 2026 Plan EBIT; threshold 90%; up to 200% for 115% of target; earned shares vest at 3rd anniversary subject to service | Target count and structure |
| RSUs | 2,790 (Mar 19, 2024) + 2,437 (Sep 4, 2024 additional grant) | RSUs vest 1/3 annually over 3 years (additional RSUs tied to added CFO responsibilities) | Sep 4 grant value $240,000; market values at $128.50: $358,515 (2,790), $313,155 (2,437) |
| Stock Options | 7,314 options @ $61.15 expiring Mar 19, 2031 | Vest 1/3 annually over 3 years | Option terms per grant and plan |
Historical cycle outcome: Company-wide performance shares granted in 2022 (across NEOs) paid at 148% based on FY 2024 Plan EBIT; 2025 LTI design transitions performance awards to PSUs and adds pro‑rata retirement vesting (age+service ≥68; age ≥55; ≥3 years of service) for PSUs/RSUs/options .
Pay vs Performance Reference (company)
| Item | FY 2024 |
|---|---|
| Net income | $380,601,000 |
| Company-selected measure (Plan EBIT) | $504,497,000 |
| Value of $100 investment (TSR) | $658.64 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (as of Mar 24, 2025) | 13,719 shares; <1% of outstanding |
| Unvested RSUs (counts; market values at $128.50) | 2,790 ($358,515) + 2,437 ($313,155) |
| Unearned PS (counts; market values at $128.50) | 5,580 ($717,030); 4,160 from 2023 PS cycle also unearned ($534,560) |
| Options outstanding (exercisable/unexercisable) | 3,077 exercisable @ $24.42 (2021); 1,782/3,563 @ $32.95 (2023); 7,314 unexercisable @ $61.15 (2024) |
| Stock ownership guidelines | CFO must hold ≥3x base salary; executives either met guidelines or are within five years of appointment to comply (CFO within window) |
| Hedging/pledging policy | Hedging and pledging transactions prohibited without Chief Legal Officer approval |
| Pledged shares | No pledging disclosed for Valentine in proxy ownership tables |
Insider activity (FY 2024): Valentine reported no option exercises; RSUs/performance shares vested in 2024 totaling 3,383 shares with $217,333 value realized, per vesting table . The company posts directors/officers’ Forms 3/4/5 on its IR site; no additional transactions are disclosed in the proxy/10‑K .
Employment Terms
| Term | Key Provisions |
|---|---|
| Offer & at‑will status | Offer letter confirms at-will employment; base $500k (pro-rated), target bonus 75% of base, LTI at 100% of base (50% PSAs, 25% RSUs, 25% options); eligible executive under Executive Severance & Change-in-Control Plan; subject to Confidentiality, Non-Competition, and Non-Solicitation Agreement |
| Severance (non‑CIC) | 1 year base salary + 1 year COBRA reimbursement (or until ineligible); CFO illustrative: $600,000 cash + $6,373 benefits based on 12/29/2024 |
| Change‑in‑control (double trigger) | If terminated without cause or for good reason within 24 months post-CIC: 2 years base + 2 years COBRA + target bonus; CFO illustrative: $1,200,000 cash + $12,745 benefits + $450,000 target bonus; equity accelerates only if not assumed or upon qualifying termination |
| Equity acceleration (death/disability) | Options/RSUs vest in full; PS pro‑rated (greater of target or actual expected performance) or actual if certified |
| Clawback | Compensation Recoupment Policy adopted Nov 2023; recovery of erroneously awarded incentive-based compensation after material restatement, irrespective of misconduct |
Performance Compensation – Detailed Mechanics
| Element | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual Cash Bonus (FY 2024) | Plan EBIT | 75% | $419.7m | $504.5m | 300% of component | Paid following FY close |
| Annual Cash Bonus (FY 2024) | Comparable Store Sales | 25% | 3.4% | 7.6% | 264% of component | Paid following FY close |
| PS (2024 grant) | FY 2026 Plan EBIT | 100% | Not disclosed (competitive) | — | Earn 0–200% (threshold 90%; max at 115%) | Vest 3rd anniversary |
| RSUs (2024/Sept 2024 grants) | Time-based | — | — | — | — | 1/3 annually over 3 years |
| Options (2024 grant) | Time-based | — | — | — | — | 1/3 annually; 7-year term; strike $61.15 |
Investment Implications
- Pay-for-performance alignment: 2024 bonus payout at 291% of target reflects outperformance on EBIT and comps; LTI mix is 50% performance-based with three‑year horizons tied to profitability (Plan EBIT), reinforcing operational discipline and multi-year value creation .
- Retention risk and pressure: Significant unvested RSUs/PS/Options and robust CIC protections (double trigger) indicate meaningful retention hooks; base increased to market ($600k) in Sept 2024, plus incremental RSU grant tied to CFO responsibilities—reducing near-term flight risk .
- Insider selling pressure: No FY 2024 option exercises by Valentine; vesting activity occurred, but hedging/pledging is restricted without approval—limited evidence of selling pressure; monitor Forms 4 for changes .
- Ownership alignment: CFO guideline at 3x salary with a five-year compliance window and accumulating unvested awards supports alignment; no pledging disclosed .
- Change-in-control economics: Double-trigger equity acceleration and 2x salary + target bonus cash protection provide balanced security without single-trigger windfalls; clawback policy mitigates risk on restatement .
- Company execution backdrop: Strong FY 2024 results (sales, comps, EBIT, EPS, cash flow) and an authorized $600m repurchase signal management confidence—supporting constructive sentiment for finance stewardship under Valentine .