Doug Rauch
Director at SFM
Board
About Doug Rauch
Independent director at Sprouts Farmers Market since 2020; age 73; currently serves on the Audit Committee and chaired the committee during fiscal 2024 before leadership passed to Hari Avula effective at the beginning of fiscal 2025 . Career includes 30 years at Trader Joe’s (division and then company president 1995–2008), founder and President of Daily Table (since June 2012), and founding board member/CEO of Conscious Capitalism, Inc. (board through 2021; currently emeritus) . He brings 35+ years of grocery operating expertise with emphasis on strategy and sustainability .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Trader Joe’s Company | Division President; later Company President | 1995–2008 | Led operations and strategy at national grocer |
| Daily Table (non‑profit retailer) | Founder; President | Jun 2012–present | Affordable nutrition retail concept; mission-driven operating model |
| Conscious Capitalism, Inc. | Founding Board Member; CEO; Board Emeritus | 2010–2021 (board/CEO), emeritus since 2021 | Governance thought leadership; stakeholder alignment |
| Olin College of Engineering | Trustee | Oct 2009–Oct 2019 | Academic governance and oversight |
External Roles
| Organization | Public/Private | Role | Tenure | Committees/Notes |
|---|---|---|---|---|
| PAR Technology Corporation (NYSE: PAR) | Public | Director | Nov 2017–present | Provider of POS tech to restaurants and retail |
| Imperfect Foods | Private | Director | Mar 2019–Sep 2022 | Grocery delivery; food waste mission |
No related‑party transactions disclosed for Mr. Rauch with SFM in the last three fiscal years; the only disclosed related‑party transaction involved a director (Avula) and Guayakí Yerba Mate purchases; Mr. Avula had no direct or indirect interest in those purchases .
Board Governance
- Independence: Board determined Mr. Rauch is independent under SEC and Nasdaq rules .
- Classification/tenure: Class I director; term expires at the 2026 annual meeting; director since 2020 .
- Committees: Audit Committee member; served as Audit Chair in FY2024; Mr. Avula appointed Chair effective beginning of FY2025 .
- Attendance and engagement:
- Board held 6 formal meetings in FY2024; each director attended at least 75% of Board and committee meetings during their service .
- Each director attended the 2024 virtual annual meeting of stockholders .
- Independent directors hold executive sessions at each formal Board meeting .
- Audit Committee held 4 meetings in FY2024 .
- Audit Committee qualifications: Board designated Anderson and Avula as “audit committee financial experts”; all members (including Rauch) can read and understand fundamental financial statements .
Fixed Compensation (Director Pay – FY2024)
| Component | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $80,000 | He elected to receive $30,000 of his 2024 cash retainer in RSUs |
| Stock Awards (RSUs, grant-date fair value) | $188,587 | RSUs granted Mar 19, 2024; annual independent director equity |
| All Other Compensation | — | — |
| Total | $268,587 | — |
Director compensation program structure (FY2024):
- Cash: $75,000 annual retainer; $10,000 per committee; Audit Chair +$25,000; other chair roles +$20,000; Board Chair +$90,000; payable quarterly .
- Equity: $160,000 in RSUs (annual), Board Chair extra $60,000; RSUs vest on 1‑year anniversary; directors could elect to receive all/part of cash retainer in RSUs; RSU count based on 20‑day trailing average price on grant date .
- 2025 changes: Cash retainer increased to $90,000; annual equity to $170,000; Board Chair cash retainer to $100,000 to align near peer median (Meridian advised) .
Performance Compensation
| Award Type | Grant Date | Vesting | Performance Metrics |
|---|---|---|---|
| RSU (annual director grant) | Mar 19, 2024 | Cliff vest on 1‑year anniversary | None disclosed; time‑based only |
Sprouts’ director equity awards are time‑based RSUs; proxy does not disclose use of performance metrics for director pay .
Other Directorships & Interlocks
| Company | Relationship to SFM | Potential Interlock/Conflict Commentary |
|---|---|---|
| PAR Technology (NYSE: PAR) – provider of POS tech to restaurants and retail | No SFM transaction disclosed | Possible ecosystem adjacency (retail tech) but no related‑party transactions disclosed with SFM |
Expertise & Qualifications
- 35+ years grocery industry operating experience; strategic implementation and leadership; sustainability in operations .
- Audit oversight experience as prior Audit Committee Chair (FY2024) .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial Ownership (as of Mar 24, 2025) | 8,247 shares; less than 1% of outstanding |
| Unvested RSUs (as of Dec 29, 2024) | 3,084 units; market value $396,294 at $128.50 (Dec 27, 2024 close) |
| Director Ownership Guidelines | Expected to own ≥5× annual cash retainer within 5 years; includes outright shares, unvested RSUs, in‑the‑money vested options |
| Hedging/Pledging | Hedging/pledging prohibited without CLO approval per insider trading policy |
Insider Trades (Form 4 activity – 2023–2025)
Pattern: consistent annual RSU awards with intermittent open‑market sales and gifts; holdings remained in the ~8–12k share range across 2024–2025 after transactions [Form 4 URLs above].
Director Compensation Program Notes (Context)
- Independent compensation consultant: Meridian Compensation Partners; 2024 review led to 2025 increases to align with peer median .
- Election to receive cash retainer as RSUs: Rauch elected $30,000 in RSUs for FY2024, increasing equity alignment .
- RSU vesting: one‑year cliff; simple, time‑based structure for directors .
Governance Assessment
-
Strengths
- Independent director with deep grocery operations background; strategic and sustainability expertise aligned with SFM’s format .
- Audit leadership experience (Audit Chair in FY2024); committee independence and active audit cadence (4 meetings) support financial oversight .
- Engagement indicators: at least 75% meeting attendance; attended the 2024 annual meeting; independent‑only executive sessions each formal Board meeting .
- Ownership alignment: beneficial ownership of 8,247 shares as of 3/24/2025; ability to convert cash retainers into RSUs (Rauch elected $30,000) and director stock ownership guidelines (≥5× retainer within five years) .
-
Watch items
- Not designated as an “audit committee financial expert” (others on the committee, Anderson and Avula, hold that designation) .
- Regular, modest insider sales and gifts in 2024–2025; while not unusual for directors, continued monitoring advised given strong stock appreciation (sales at ~$62 to ~$167) [Form 4 URLs above; 2024–2025 entries].
- 2025 director pay increases (cash and equity) to peer‑median targets are reasonable but represent higher fixed costs; continue to assess pay‑for‑role vs company performance and workload (committees, meetings) .
-
Conflicts/related‑party exposure
- No related‑party transactions disclosed for Rauch; the sole related‑party transaction disclosed involved another director (Avula) and Guayakí purchases; Avula had no direct/indirect interest .
- Insider trading policy prohibits hedging/pledging without CLO approval; no pledging disclosed for Rauch .
Appendix: Additional Board Structure and Independence
- Board composition: 7 of 8 directors independent; average age 64; average tenure 7.6 years .
- Classified board (Class I/II/III); proposal to phase to one‑year terms if approved, fully declassified by 2028 annual meeting .